UBER Uber Technologies Inc

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

Election of the nine director nominees named in this

proxy statement.

✓ For each nominee

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

Approval, by non-binding vote, of the frequency (i.e., every one, two, or three years) of the say-on-pay vote.

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.

✓ For

Go to

www.proxyvote.com and follow the instructions

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

Ronald Sugar

Chairperson of the Board

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.

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.

Ronald Sugar

Chairperson of the Board of 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.

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

(in millions)

FY 2019 GAAP

Revenue

FY 2019 Adjusted

Net Revenue^1,2

$ 10,745

14%

$ 10,622

16%

$   2,510

72%

$   1,383

82%

$      731

105%

$      731

105%

$      119

*

$      119

*

$        42

*

$        42

*

$65 Billion

35% YoY growth on constant currency basis

111 Million MAPCs

22% YoY growth

6.9 Billion

32% YoY growth

$12.9 Billion

28% YoY growth on constant
currency basis

$2.07 Billion

34% YoY growth

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)

✓

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

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.

CEO Target Compensation

Other NEOs Average Target Compensation

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!

·  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.

·  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.

·  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.

·  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.

·  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.

·  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.

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.

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

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

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

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Ursula Burns
Garrett Camp
Robert Eckert

Amanda Ginsberg
Wan Ling Martello
Yasir Al-Rumayyan

Ronald Sugar
John Thain
David Trujillo

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.

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.

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”)

Nominating
and
Governance

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.

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.

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.

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 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.

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.

·     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.

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.

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

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.

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.

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

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.

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

—

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.

Name of Beneficial Owner

Greater than 5% Stockholders:

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)

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.

✓    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.

Dara Khosrowshahi

Chief Executive Officer and Director

Additional NEOs

Compensation Type

·  Based upon value in the marketplace and criticality of the role

·  Individual’s skills, experience, and performance

·  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