DEF 14A of Uber Technologies, Inc, Mar 24, 2025

DEF 14A of Uber Technologies, Inc

Filed Mar 24, 2025 · FY20240001308179-25-000210

Open on EDGAR

  1. Meeting Information

    | Executive Compensation Tables | | 57 | | | Summary Compensation Table | 57 | | | Grants of Plan-Based Awards Table | 59 | | | Outstanding Equity Awards as of December 31, 2024 | 60 | | | Stock Option Exercises & Stock Vested During 2024 | 61 | | | Potential Payments Upon Termination or Change in Control | 62 | | Pay Versus Performance | | 64 | | Stock Ownership Information | | 67 | | | Security Ownership of Certain Beneficial Owners & Management | 67 | | | Equity Compensation Plan Information | 69 | | Audit Matters | | 70 | | | Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm | 70 | | Additional Information | | 72 | | | 2025 Annual Meeting Information | 72 | | | Rules of Conduct | 75 | | | 2026 Annual Meeting of Stockholders Information | 76 | | | Other Matters | 77 | | Appendix A—Supplemental Information About Financial Measures | | 78 | | | Non-GAAP Reconciliations | 78 | | | Key Terms for Our Key Metrics and Non-GAAP Financial Measures | 79 |

  2. Forward-looking statements

    | | IND CHAIR | | | | IND | | Ronald Sugar Former Chairman and CEO, Northrop Grumman Age: 76 Board Tenure: 6.7 Years Committee Memberships: Nominating and Governance (Chair); Compensation | | Dara Khosrowshahi CEO, Uber Age: 55 Board Tenure: 7.6 Years Committee Memberships: None | | Revathi Advaithi CEO, Flex Ltd. Age: 57 Board Tenure: 4.7 Years Committee Memberships: Audit | | | | IND | | IND | | IND | | Turqi Alnowaiser Deputy Governor and Head of International Investments Division, The Public Investment Fund Age: 48 Board Tenure: 1.4 Years Committee Memberships: Audit | | Ursula Burns Co-founder, Integrum Holdings LP; Former Chairman and CEO, VEON Ltd. Age: 66 Board Tenure: 7.5 Years Committee Memberships: Audit; Nominating and Governance | | Robert Eckert Operating Partner, FFL Partners LLC; Former CEO, Mattel Age: 70 Board Tenure: 5.0 Years Committee Memberships: Nominating and Governance; Compensation (Chair) | | | | IND | | IND | | IND | | Amanda Ginsberg Operating Partner, Advent International, L.P.; Former CEO, Match Group, Inc. Age: 55 Board Tenure: 5.1 Years Committee Memberships: Compensation | | John Thain Founding Partner, Pine Island Capital Partners LLC; Former Chairman and CEO, CIT Group Age: 69 Board Tenure: 7.5 Years Committee Memberships: Audit (Chair) | | David Trujillo Partner, TPG Age: 49 Board Tenure: 7.8 Years Committee Memberships: Nominating and Governance; Compensation | | | | IND | | | | | | Alexander Wynaendts Former CEO and Chairman, Aegon NV Age: 64 Board Tenure: 4.0 Years Committee Memberships: Audit | | | | Note: Age and Board tenure measured as of March 24, 2025. CHAIR Chairperson of the Board IND Independent Director | |

  3. Biographies of our Director Nominees

    Biographies of our Director Nominees

  4. Biographies of our Director Nominees

    | Skills Legend | | | | | | Consumer and Digital Experience | | Innovation and High-Growth Experience | | | Financial Expertise | | Sustainability and Human Capital Management | | | Global Company Leadership | | Technology and Cybersecurity Experience | | | Government, Policy, and Regulatory Experience | | |

  5. Ronald Sugar

    Ronald Sugar

  6. Ronald Sugar

    | Former Chairman and CEO, Northrop Grumman Age: 76 Director Since: July 2018 Committee Memberships: Nominating and Governance (Chair); Compensation Other Public Company Boards: ● Apple Inc. | Biography Dr. Sugar has served as the Independent Chairperson of our Board since July 2018. Dr. Sugar was Chairman of the board 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, and formerly to Singapore’s Temasek Investment Company. He 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 currently serves on the board of Apple Inc. He previously served on the board of Air Lease Corporation from 2010 to 2020, the board of Chevron Corporation from 2005 to 2023, and the board of Amgen, Inc. from 2010 to 2024. Qualifications Dr. Sugar was selected to serve on our Board 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; his consumer and digital experience, particularly his experience on Apple’s board; his financial expertise; and his government, policy, and regulatory experience. Skills |

  7. Ronald Sugar

    | 2025 Proxy Statement | | 15 |

  8. Ronald Sugar

    | Board and Governance Matters Our Board of Directors | |

  9. Revathi Advaithi

    Revathi Advaithi

  10. Revathi Advaithi

    | CEO, Flex Ltd. Age: 57 Director Since: July 2020 Committee Memberships: Audit Other Public Company Boards: ● Flex Ltd. | Biography Ms. Advaithi has served on our Board since July 2020. Ms. Advaithi has been Chief Executive Officer and a director of Flex Ltd., a manufacturer that delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets, since 2019. Prior to joining Flex, Ms. Advaithi was President and Chief Operating Officer, Electrical Sector, of Eaton Corporation plc, a power management company, a position she held from 2015 until 2019. Prior to that role, she was President of Electrical Sector, Americas, of Eaton from 2012 through 2015; President of Electrical Sector, Asia Pacific, from 2009 to 2012; and Vice President and General Manager between 2008 and 2009. Between 2002 and 2008, Ms. Advaithi worked at Honeywell, where she held several senior roles within the sourcing and supply chain functions of the aerospace sector before being named Vice President and General Manager of Honeywell’s Field Solutions business in 2006. She held various other roles at Eaton between 1995 and 2002. Qualifications Ms. Advaithi was selected to serve on our Board due to her leadership experience as Chief Executive Officer of a large global technology company and her experience in engineering, operations, logistics, international management, and technology more generally. Skills |

  11. Turqi Alnowaiser

    Turqi Alnowaiser

  12. Turqi Alnowaiser

    | Deputy Governor and Head of International Investments Division, The Public Investment Fund Age: 48 Director Since: November 2023 Committee Memberships: Audit Other Public Company Boards: ● Lucid Group, Inc. ● Hapag-Lloyd AG | Biography Mr. Alnowaiser has served on our Board since November 2023. Mr. Alnowaiser has served as Deputy Governor and Head of the International Investments Division at The Public Investment Fund, a sovereign wealth fund of the Kingdom of Saudi Arabia, since June 2021, and previously served as Head of International Investments at The Public Investment Fund from October 2016 to June 2021. Mr. Alnowaiser previously served as Senior Advisor at The Public Investment Fund from October 2015 to September 2016, prior to which he held several executive roles at Saudi Fransi Capital, a leading financial services firm based in Saudi Arabia, including as Head of Asset Management. Before his career at Saudi Fransi Capital, Mr. Alnowaiser specialized in developing, managing, and regulating various financial products across asset classes at Morgan Stanley, the Capital Market Authority of Saudi Arabia, and the Saudi Industrial Development Fund. Mr. Alnowaiser has served on the board of Lucid Group, Inc., since April 2019 and has served as Chairman of Lucid’s board since April 2023. Mr. Alnowaiser has also served on the board of Hapag-Lloyd AG since February 2018. Qualifications Mr. Alnowaiser was selected to serve on our Board due to his financial services, regulatory, and operational experience, particularly in his roles at The Public Investment Fund and his leadership experience in the Middle East. Skills |

  13. Turqi Alnowaiser

    | 16 | | 2025 Proxy Statement |

  14. Turqi Alnowaiser

    | Board and Governance Matters Our Board of Directors | |

  15. Ursula Burns

    Ursula Burns

  16. Ursula Burns

    | Co-founder, Integrum Holdings LP; Former Chairman and CEO, VEON Ltd. Age: 66 Director Since: October 2017 Committee Memberships: Nominating and Governance; Audit Other Public Company Boards: ● Endeavor Group Holdings, Inc. ● IHS Holdings Limited ● Taiwan Semiconductor Manufacturing Company Ltd. | Biography Ms. Burns has served on our Board since October 2017. In April 2021, Ms. Burns co-founded Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies. Previously, she was Chairman of VEON Ltd., an international telecommunications and technology company, from 2017 to 2020, during which time she served as Executive Chairman from March 2018 to December 2018, and was Chief Executive Officer from 2018 to 2020. Ms. Burns was Chairman of Xerox Corporation from 2009 to 2017 and Chief Executive Officer from 2009 to 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 STEM (Science, Technology, Engineering and Math) from 2009 to 2016, and she served as Chair of the President’s Export Council from 2015 to 2016 after serving as Vice Chair from 2010 to 2015. Ms. Burns currently serves on the boards of Endeavor Group Holdings, Inc.; IHS Holdings Limited; and Taiwan Semiconductor Manufacturing Company Ltd. She previously served on the boards of American Express Company from 2004 to 2018, Nestlé S.A. from 2017 to April 2021, VEON Ltd. from 2017 to 2020, Xerox Corporation from 2007 to 2017, Plum Acquisition Corp. I from 2021 to 2023, and Exxon Mobil Corporation from 2012 to 2023. Qualifications Ms. Burns was selected to serve on our Board 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. Skills |

  17. Robert Eckert

    Robert Eckert

  18. Robert Eckert

    | Operating Partner, FFL Partners, LLC; Former CEO, Mattel Age: 70 Director Since: March 2020 Committee Memberships: Nominating and Governance; Compensation (Chair) Other Public Company Boards: ● Amgen, Inc. ● Levi Strauss & Co. | Biography Mr. Eckert has served on our Board since March 2020. Mr. Eckert has been an Operating Partner of FFL Partners, LLC, a private equity firm, since 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since 2013. He was Mattel’s Chairman and Chief Executive Officer from 2000 until 2011, and he continued to serve as its Chairman until 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from 1997 until 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, he was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert currently serves on the boards of Amgen, Inc., Levi Strauss & Co., and Quinn Company. He previously served on the board of McDonald’s Corporation from 2003 to 2023. Qualifications Mr. Eckert was selected to serve on our Board due to his leadership experience as Chief Executive Officer of large global public companies; his extensive experience leading global consumer brands at Mattel and Kraft; his financial expertise as a partner of FFL Partners, LLC; and his government, policy, and regulatory experience. Skills |

  19. Robert Eckert

    | 2025 Proxy Statement | | 17 |

  20. Robert Eckert

    | Board and Governance Matters Our Board of Directors | |

  21. Amanda Ginsberg

    Amanda Ginsberg

  22. Amanda Ginsberg

    | Operating Partner, Advent International, L.P.; Former CEO, Match Group, Inc. Age: 55 Director Since: February 2020 Committee Memberships: Compensation Other Public Company Boards: ● ThredUp Inc. ● Universal Music Group N.V. | Biography Ms. Ginsberg has served on our Board since February 2020. Ms. Ginsberg has been an Operating Partner of Advent International, L.P. since 2022. Ms. Ginsberg was Chief Executive Officer of Match Group, Inc. from 2017 to 2020. Prior to this role, she was Chief Executive Officer of Match Group Americas from 2015 to 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 was the Chief Executive Officer of The Princeton Review from 2014 to 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg currently serves on the board of ThredUp Inc. and the board of Universal Music Group N.V. She previously served on the boards of Care.com from 2012 to 2014; J.C. Penney from 2015 to 2020; Match Group, Inc. from 2017 to 2020; and Z-Work Acquisition Corp from 2020 to 2022. Qualifications Ms. Ginsberg was selected to serve on our Board principally based on her extensive operational, innovation, and high-growth experience with consumer and digital companies and her global company leadership, including serving as Chief Executive Officer of a leading provider of internet-based dating products and a leading test preparation company and on-demand learning solutions company. Skills |

  23. Dara Khosrowshahi

    Dara Khosrowshahi

  24. Dara Khosrowshahi

    | CEO, Uber Age: 55 Director Since: September 2017 Committee Memberships: None Other Public Company Boards: ● Expedia Group, Inc. ● Grab Holdings Ltd. | Biography Mr. Khosrowshahi has served as our Chief Executive Officer and a member of our Board since September 2017. Prior to joining Uber, Mr. Khosrowshahi was President and Chief Executive Officer of Expedia Group, Inc., an online travel company, from 2005 to 2017. From 1998 to 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 2002 to 2005; and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning, from 2000 to 2002. He worked at Allen & Company LLC from 1991 to 1998, where he was Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the boards of Expedia Group, Inc. and Grab Holdings Ltd. He was a member of the supervisory board of trivago, N.V. from 2016 to 2017 and previously served on the boards of the following companies: Aurora Innovation, Inc. from 2021 to 2024; the New York Times Company from 2015 to 2017; and TripAdvisor, Inc. from 2011 to 2013. Qualifications Mr. Khosrowshahi was selected to serve on our Board based on the perspective and experience he brings as our Chief Executive Officer and as a former leader of Expedia, a global company; his innovation, technology, and high-growth experience; his consumer and digital experience; and his financial expertise. Skills |

  25. Dara Khosrowshahi

    | 18 | | 2025 Proxy Statement |

  26. Dara Khosrowshahi

    | Board and Governance Matters Our Board of Directors | |

  27. John Thain

    John Thain

  28. John Thain

    | Founding Partner, Pine Island Capital Partners LLC; Former Chairman and CEO, CIT Group Age: 69 Director Since: October 2017 Committee Memberships: Audit (Chair) Other Public Company Boards: ● Deutsche Bank AG | Biography Mr. Thain has served on our Board since October 2017. Mr. Thain is the Founding Partner of Pine Island Capital Partners LLC, a private investment firm, and has served as Chairman since 2017. He was Chairman and Chief Executive Officer of CIT Group from 2010 until 2016. In 2009, prior to joining CIT Group, he 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 2006 to 2007, he was Chief Executive Officer and a director of NYSE Euronext, Inc. following the NYSE Group and Euronext N.V. merger. He joined the New York Stock Exchange in 2004, serving as Chief Executive Officer and a director. From 2003 through 2004, Mr. Thain was the President and Chief Operating Officer of The Goldman Sachs Group Inc., and from 1999 through 2003 he was President and Co-Chief Operating Officer. From 1994 to 1999, he was Chief Financial Officer and Head of Operations, Technology and Finance, and from 1995 to 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. He previously served on the board of Goldman Sachs Group Inc. from 1998 to 2004. Qualifications Mr. Thain was selected to serve on our Board 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. Skills |

  29. David Trujillo

    David Trujillo

  30. David Trujillo

    | Partner, TPG Inc. Age: 49 Director Since: June 2017 Committee Memberships: Nominating and Governance; Compensation Other Public Company Boards: ● TPG Inc. | Biography Mr. Trujillo has served on our Board since June 2017. Mr. Trujillo is a Partner and member of the Executive Committee and board of TPG Inc., a private equity firm with $239 billion in assets under management. He is Co-Managing Partner of TPG Growth, Co-Managing Partner of TTAD (TPG Technology Adjacencies), and Managing Partner of TDM (TPG Digital Media), and he leads the firm’s Internet, Digital Media, and Communications private equity investing efforts. He joined TPG in 2006 and has been a private equity investor for over 25 years, including at GTCR (Golder, Thoma, Cressey, Rauner) prior to joining TPG. Mr. Trujillo is currently a director of the following non-public companies: Calm, Creative Planning, DirecTV, Entertainment Partners, Homrich Berg, Initial Group, Ipsy, and Musixmatch. Mr. Trujillo led TPG’s historic investments in Airbnb, Astound Broadband, CAA (Creative Artists Agency), GMR (Global Music Rights), and Spotify. Qualifications Mr. Trujillo was selected to serve on our Board based on his experience leading TPG’s investment in Uber 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. Skills |

  31. David Trujillo

    | 2025 Proxy Statement | | 19 |

  32. David Trujillo

    | Board and Governance Matters Our Board of Directors | |

  33. Alexander Wynaendts

    Alexander Wynaendts

  34. Alexander Wynaendts

    | Former CEO and Chairman, Aegon NV Age: 64 Director Since: March 2021 Committee Memberships: Audit Other Public Company Boards: ● Air France-KLM SA ● Deutsche Bank AG | Biography Mr. Wynaendts has served on our Board since March 2021. From 2008 to 2020, he was Chief Executive Officer and Chairman of the management and executive boards of Aegon NV, one of the world’s leading providers of life insurance, pensions, and asset management. From 2007 to 2008, Mr. Wynaendts was Chief Operating Officer at Aegon. He was appointed as a member of Aegon’s executive board in 2003, overseeing the company’s international growth strategy. He joined Aegon in 1997 as Senior Vice President for Group Business Development. Prior to Aegon, Mr. Wynaendts began his career in 1984 with ABN AMRO Bank, working in Amsterdam and London in the Dutch bank’s capital markets, asset management, corporate finance, and private banking operations. He currently serves as Chair of the Supervisory Board of Uber Payments BV, the Company’s indirect subsidiary in the Netherlands, which holds an e-money license and processes payments for the Company’s operations in Europe. Mr. Wynaendts currently serves on the board of Air France-KLM SA and the Supervisory Board of Deutsche Bank AG, where he serves as Chairman. He formerly served on the board of Citigroup Inc. from 2016 to 2021. Qualifications Mr. Wynaendts was selected to serve on our Board based on his extensive operational experience, including serving as both Chief Executive Officer and Chief Operating Officer of Aegon, a global provider of life insurance, pensions, and asset management, and his extensive government, policy, and regulatory experience. Skills |

  35. Alexander Wynaendts

    Board Composition and Refreshment

  36. Other Transactions

    | Description of Non-Employee Director Compensation | Amount | | Cash Retainer for All Directors(1) | $50,000 | | Annual RSU Grant for All Directors(2)(3) | $275,000 | | Committee Additional Cash Retainer(1) | | | Audit Committee Chair | $40,000 | | Compensation Committee Chair | $30,000 | | Nominating and Governance Committee Chair | $30,000 | | Non-Chair Audit Committee Member | $20,000 | | Non-Chair Compensation Committee Member | $15,000 | | Non-Chair Nominating and Governance Committee Member | $15,000 | | Independent Chairperson of the Board Additional Cash Retainer(1) | $200,000 |

  37. Uber Payments BV Board Membership - Mr. Wynaendts

    | Director Compensation Fiscal 2024 Non-Employee Director Compensation | |

  38. Uber Payments BV Board Membership - Mr. Wynaendts

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Ronald Sugar | $295,000 | $270,451 | — | $565,451 | | Revathi Advaithi | $70,000 | $270,451 | — | $340,451 | | Turqi Alnowaiser | $70,000 | $270,451 | — | $340,451 | | Ursula Burns | —(4) | $356,405(5) | — | $356,405 | | Robert Eckert | $95,000 | $270,451 | — | $365,451 | | Amanda Ginsberg | $65,000 | $270,451 | — | $335,451 | | Wan Ling Martello | $80,000 | $270,451 | — | $350,451 | | John Thain | —(4) | $361,554(5) | — | $361,554 | | David Trujillo | $80,000 | $247,645 | — | $327,645 | | Alexander Wynaendts | $70,000 | $270,451 | $104,231(6) | $444,682 |

  39. Executive Compensation

    | * The averages reflected above exclude Mr. Mahendra-Rajah, who joined the Company as CFO in November 2023 and did not receive a 2024 Annual Equity Grant. |

  40. Response to Say-on-Pay in 2024

    | What We Heard | How We Responded | | Financial Metrics Consider SBC expense in our compensation program. | Retained Adjusted EBITDA less SBC expense metric as a financial metric in our Annual Cash Bonus Plan in an effort to demonstrate our commitment to stockholders to achieve GAAP operating income profitability. | | Disclosure of Compensation Program Provide high-quality and transparent disclosures of performance metrics and results. | Enhanced the disclosure throughout this CD&A by adding visuals and streamlining the discussion of our performance metrics and results in a way that is clear, concise, and easy to understand. | | Performance Goals Make sure incentive plan goals are aligned with and/or exceed stockholder expectations. | Continued to take stockholder Gross Bookings growth and Adjusted EBITDA growth expectations into consideration when developing our short- and long-term incentive programs goals, after receiving positive feedback regarding our performance goals from our stockholders. | | Driver & Courier Well-being Focus on ensuring that we have the best platform for Drivers and Couriers. | Incorporated Driver and Courier well-being goals into our Annual Cash Bonus Plan, as improvement to the Driver and Courier experience is important to attracting them to, and retaining them on, our platform. |

  41. Compensation Setting Process

    | 1 | 2 | 3 | | Establish Target Compensation & Goals The Compensation Committee considers the following: ● Competitive data and peer group practices ● Governance and compensation trends ● Views of our stockholders ● Short- and long-term business strategy and priorities ● Compensation consultant recommendations ● CEO recommendations (excluding for himself) | Review & Assess The Compensation Committee reviews the following periodically throughout year: ● Business performance against targets ● Market, governance, and compensation trends | Evaluate & Recommend The Compensation Committee considers the following when determining compensation outcomes: ● Overall Company performance, relative performance against our peers, and market trends ● Performance against predetermined Company goals and their formulaic payout ● Performance against predetermined strategic, operational, and individual goals |

  42. Use of Peer Group

    Use of Peer Group The Compensation Committee regularly reviews the appropriateness of the peer group used for purposes of evaluating named executive officer compensation. For 2024, as part of our standard peer group review cycle, and considering input from our compensation consultants, the Compensation Committee analyzed our peer group and removed VMware, as it was acquired and is no longer a public company. At the time our peer group review occurred, the Compensation Committee believed the group accurately reflected our peer companies and no additional changes were necessary. While we acknowledge that our peer group contains certain companies that are significantly larger, we consistently compete with those companies for talent and the Compensation Committee believes it is important to be aware of pay levels at our most competitive talent destinations and sources. We continue to believe our peer group is appropriate as the companies we include are technology and consumer-facing companies that are appropriately sized and are business and talent competitors. In developing the peer group, the Compensation Committee considered a variety of factors, including:

  43. Use of Peer Group

    | ● | Business dynamics: The peer group includes other U.S.-based publicly traded companies in related industries and prioritizes companies that share similar business dynamics with us. The Compensation Committee reviewed companies from a wide range of industries, including other technology platforms, software, logistics, travel, and transportation. | | ● | Talent flows: We are always competing for the best talent with other technology companies and the broader market. A primary factor considered by the Compensation Committee was our actual experience in the talent market for executive officers. Historically, more than approximately one-third of executives and senior management have come directly from or have been previously employed by companies in our peer group, a trend that continued in 2024. | | ● | Size & scale: Our peer group represents a portfolio of companies, some of which are much smaller than Uber and some much larger, but generally reflects companies with which we aggressively compete for talent. When last reviewed and approved by the Compensation Committee, Uber’s gross profit and market capitalization were positioned at approximately the median of the resulting peer group as of July 2024 and revenue was near the 73rd percentile. |

  44. Use of Peer Group

    The following companies represent the peer group we used in evaluating the competitiveness and appropriateness of our 2024 compensation program:

  45. 2024 Peer Group

    2024 Peer Group

  46. 2024 Peer Group

    | ● Adobe | ● eBay | ● PayPal Holdings | | ● Airbnb | ● Expedia Group | ● Salesforce | | ● Alphabet | ● Intuit | ● Spotify Technology | | ● Amazon.com | ● Lyft | ● Tesla | | ● Block | ● Meta Platforms | ● Visa | | ● Booking Holdings | ● Netflix | | | ● DoorDash | ● Oracle | |

  47. 2024 Peer Group

    While the Compensation Committee considers peer data to be a helpful reference to assess the competitiveness and appropriateness of our executive compensation program, the Compensation Committee applies its own business judgment and experience to determine individual compensation and does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. Our Compensation Committee will continue to work with our CEO and our compensation consultants to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group. The Compensation Committee supplements the peer group analysis with references, as a touchstone and without specifically benchmarking to any given level, compensation data of broader technology and consumer companies to better understand our broader competitive positioning.

  48. 2024 Peer Group

    | 2025 Proxy Statement | | 39 |

  49. 2024 Peer Group

    | Executive Compensation Compensation Discussion & Analysis | |

  50. 2024 Peer Group

    2024 Executive Compensation Program Key Components Our 2024 compensation program consists of the following components: base salaries, annual cash incentives, and long-term equity incentives in the form of RSUs, PRSUs, and, for Mr. Khosrowshahi, stock options. We also provide certain other benefits, as described under the heading “Other Benefits.” In order to promote long-term stockholder value creation and link compensation to the key drivers of our business, our primary focus is on the long-term elements of target total direct compensation. Under our executive compensation program, 96% of Mr. Khosrowshahi’s 2024 target total direct compensation was variable and at risk, and on average, 92% was variable and at risk for our other NEOs.

  51. 2024 Peer Group

    | CEO Target Compensation | Other NEO Average Target Compensation* | | | |

  52. 2024 Peer Group

    | * The averages reflected above exclude Mr. Mahendra-Rajah, as he joined the Company as CFO in November 2023 and did not receive a 2024 Annual Equity Grant. |

  53. 2024 Peer Group

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

  54. 2024 Peer Group

    | Compensation Type | Objectives & Determination Factors | | Base Salary | ● Based on each executive’s skills, experience, and performance; value in the marketplace; criticality of the role; and internal pay equity ● Provides fixed source of compensation for day-to-day responsibilities | | Annual Cash Bonus | ● Drives achievement of key corporate performance goals ● Target awards based on competitive marketplace, internal pay equity, and level of experience ● Actual awards based on individual and Company performance | | Annual Long-Term Equity Incentives ● RSUs ● PRSUs ● Stock options (CEO only) | ● PRSUs are designed to encourage our executives to achieve strong goals in key performance metrics selected to drive long-term performance and stockholder value creation ● RSUs, PRSUs, and stock options encourage equity ownership and executive retention, reinforce the need for long-term sustained financial performance, and align the interests of executives and stockholders ● Equity award size is based on the competitive marketplace, criticality of the role to key performance objectives, internal pay equity, and performance of the executive |

  55. 2024 Peer Group

    | 40 | | 2025 Proxy Statement |

  56. 2024 Peer Group

    | Executive Compensation Compensation Discussion & Analysis | |

  57. Annual Cash Bonus

    Annual Cash Bonus Our Annual Cash Bonus Plan creates a direct relationship between the cash bonus amounts received by our NEOs and key business performance metrics of the Company, which align with the interests of our stockholders. Each year, the Compensation Committee establishes a target bonus amount for each NEO, displayed below as a percentage of base salary. The actual bonuses earned by each NEO are conditioned upon the achievement of certain Company-wide performance goals established by the Compensation Committee, including financial, strategic, and operational goals, as well as the achievement of individual performance goals, which are unique to each NEO. Following the close of the fiscal year, the Compensation Committee conducts a comprehensive review of the results of the Company-wide performance goals and each NEO’s individual performance to measure the level of attainment, and determines the bonus payout earned by each NEO. The table below details the target annual cash bonus opportunity for each NEO for 2024:

  58. Annual Cash Bonus

    | Name | 2024 Target Bonus | 2024 Target Bonus as a % of Base Salary | 2023 Target Bonus as a % of Base Salary | % Change from 2023 as a % of Base Salary | | Dara Khosrowshahi | $2,000,000 | 200% | 200% | 0% | | Prashanth Mahendra-Rajah | $800,000 | 100% | 100% | 0% | | Jill Hazelbaker | $800,000 | 100% | 100% | 0% | | Nikki Krishnamurthy | $700,000 | 100% | 100% | 0% | | Tony West | $1,600,000 | 200% | 200% | 0% |

  59. Annual Cash Bonus

    | 2025 Proxy Statement | | 41 |

  60. Annual Cash Bonus

    | Executive Compensation Compensation Discussion & Analysis | |

  61. 2024 Annual Cash Bonus Plan Goals

    2024 Annual Cash Bonus Plan Goals In 2024, our Annual Cash Bonus Plan included “Company Goals” and an “Individual Modifier.” The Company Goals portion applied to all of our NEOs and consisted of three equally weighted financial goals (60% of our annual cash bonus), and four equally weighted key strategic and operational priorities (40% of our annual cash bonus). These Company Goals, including the applicable metrics, thresholds, targets, and maximums, are established at the beginning of the year by the Compensation Committee. The “Individual Modifier” can increase or decrease the bonus payable to each NEO by 50% - 150%, based on individual performance, with a maximum bonus payable to each NEO capped at 200% of target. The Individual Modifier is determined by the Compensation Committee based on each NEO’s individual performance measured against their respective individual performance goals set by the Compensation Committee at the beginning of the year. The Compensation Committee believes the inclusion of the Individual Modifier in our Annual Cash Bonus Plan provides a structure that allows for the recognition of individual achievement, while also holding each NEO accountable for their personal performance. In 2024, the Compensation Committee did not apply the modifier to increase or decrease any bonuses payable to the NEOs, determining each NEO to be performing at target levels (i.e., 100%) against their goals. An overview of the components of our 2024 Annual Cash Bonus Plan can be found below:

  62. Maximum overall payout is capped at 200% of target bonus

    Maximum overall payout is capped at 200% of target bonus

  63. 2024 Annual Cash Bonus Plan Achievement - Company Goals

    2024 Annual Cash Bonus Plan Achievement - Company Goals In 2024, we included three equally weighted metrics in our financial goals: Gross Bookings, Adjusted EBITDA, and Adjusted EBITDA less SBC. These financial goals account for 60% of the annual cash bonus. Additionally, at the beginning of 2024, the Compensation Committee established four key strategic and operational priorities that we believe further our long-term strategy and align with our goals as a Company. These strategic and operational priorities were a mix of quantitative metrics based on objective criteria and were each equally weighted (i.e., 10% each) in the bonus formula, accounting for 40% of the annual cash bonus. The charts below summarize each component of the Company goals for our 2024 Annual Cash Bonus Plan and the level of achievement assigned to each component by the Compensation Committee. A summary of achievement for our 2024 Annual Cash Bonus Plan is immediately below, and a detailed discussion of the results follows.

  64. 2024 Annual Cash Bonus Plan Achievement - Company Goals

    | 42 | | 2025 Proxy Statement |

  65. 2024 Annual Cash Bonus Plan Achievement - Company Goals

    | Executive Compensation Compensation Discussion & Analysis | |

  66. Summary of 2024 Bonus Achievement

    Summary of 2024 Bonus Achievement

  67. Discussion of 2024 Bonus Achievement

    Discussion of 2024 Bonus Achievement Performance against each of the financial goals and the strategic and operational priorities was evaluated by our Compensation Committee at the end of 2024, with such assessment described below:

  68. Discussion of 2024 Bonus Achievement

    | (1) Category position is based on internal estimates based on our billings and estimated billings of other rideshare platforms and/or food delivery platforms as of the last week of the applicable period. Billings represents the sum of the amounts billed to the consumer, as listed on the receipt after discounts and credits. |

  69. Discussion of 2024 Bonus Achievement

    | 2025 Proxy Statement | | 43 |

  70. Discussion of 2024 Bonus Achievement

    | Executive Compensation Compensation Discussion & Analysis | |

  71. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    2024 Annual Cash Bonus Plan Achievement - Individual Modifier As described in more detail in the “2024 Annual Cash Bonus Plan Goals” section, the Annual Cash Bonus Plan includes an Individual Modifier that can increase or decrease the bonus payable to each NEO by 50% - 150%, with a maximum bonus payable to each NEO capped at 200% of target. The utilization of the Individual Modifier is determined by the Compensation Committee based on each NEO’s individual performance measured against individualized performance goals established at the beginning of the year by the Compensation Committee. The Compensation Committee established strategic and functional goals for each of our NEOs at the beginning of 2024. In reviewing each NEO’s level of achievement against their individual goals, the Compensation Committee determined that each NEO achieved target levels of performance (i.e., 100%) and the Individual Modifier would not be utilized to increase or decrease the bonuses payable to each NEO. The table below summarizes the results assessed by the Compensation Committee of each NEO’s performance against their strategic and functional goals for 2024.

  72. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Dara Khosrowshahi |

  73. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Champion IC+ models. Advanced support of our IC+ model globally, resulting in the passage of legislation or regulations in several non-U.S. jurisdictions, in addition to reaching an agreement with the Massachusetts Attorney General ensuring flexibility and benefits for Massachusetts drivers. | | ● | Deliver on cost savings and efficiency. Improved Non-GAAP operating costs, with a reduction from 6.9% of Gross Bookings in Q4 2023 to 6.5% of Gross Bookings in Q4 2024, driven primarily by leverage on fixed costs and employee headcount costs. | | ● | Drive platform engagement. Expanded multi-product usage, increasing multi-product users year-over-year, primarily as a result of efforts to increase non-UberX Trips and focusing on driving Uber Eats users to engage in Grocery & Retail offerings, as well as investing in global membership growth. | | ● | Grow non-core Gross Bookings. Achieved strong growth in our non-core portfolio and generated over $26 billion in annualized Gross Bookings as of Q4 2024 growing 55% year-over-year, with growth driven by strength in Hailables, Reserve, U4B, and Shared Rides in our Mobility business, and the expansion of our Grocery and Retail products in our Delivery business. |

  74. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Prashanth Mahendra-Rajah |

  75. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Build and manage liquidity. Executed on Uber’s capital allocation framework, repurchasing $1.2 billion of common stock under our existing $7 billion repurchase authorization, securing Investment Grade credit ratings for Uber, and completing an inaugural $4 billion debt offering. | | ● | Deliver on cost savings and efficiency. Improved Non-GAAP operating costs, with a reduction from 6.9% of Gross Bookings in Q4 2023 to 6.5% of Gross Bookings in Q4 2024, driven primarily by leverage on fixed costs and employee headcount costs. | | ● | Manage enterprise risk. Made substantial advancements in the effectiveness of our risk management practices by engaging globally with more than 75 regulators and other government stakeholders across more than ten countries to educate them on our business practices, encourage collaboration, and mitigate risks, and advancing best practices related to the exchange of safety information between industry partners. |

  76. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Jill Hazelbaker |

  77. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Champion IC+ models. Advanced support of our IC+ model globally, resulting in the passage of legislation or regulations in several non-U.S. jurisdictions, in addition to reaching an agreement with the Massachusetts Attorney General ensuring flexibility and benefits for Massachusetts drivers. | | ● | Deliver new users and increased engagement through improved performance marketing efficiency. Achieved substantial growth in first-time users across Mobility, with moderate growth in Delivery and Grocery and Retail, as a result of focused efforts, experimentation, and securing promo opt-in for campaigns. | | ● | Drive growth across Uber products. Led successful brand campaigns that drove a significant lift in awareness and consideration across multiple markets, products, and lines of business, with notable awareness lifts in our Mobility offering and increased demand for our Delivery offering with seven straight quarters of accelerating Delivery MAPC year-over-year growth. |

  78. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | 44 | | 2025 Proxy Statement |

  79. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Executive Compensation Compensation Discussion & Analysis | |

  80. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Nikki Krishnamurthy |

  81. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Employee retention. Continued to maintain strong employee retention during 2024, with voluntary attrition down 1.5 percentage points year-over-year. Our employee survey results continue to show that employees are passionate about Uber’s mission and proud to work at Uber. | | ● | Enhance Uber’s hiring practice. Maintained strong offer acceptance rates across all levels and markets in which we operate; however, this goal overall was only partially met due to a slight increase in time to fill roles. | | ● | Optimize real estate cost structure. Renegotiated real estate services successfully, resulting in meaningful annual run rate savings. Successfully enhanced our capability to more accurately assess our real estate footprint and utilization. | | ● | Progress toward implementing the recommendations in our 2023 Civil Rights Assessment. Completed or on track to timely complete most of our commitments. |

  82. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Tony West |

  83. 2024 Annual Cash Bonus Plan Achievement - Individual Modifier

    | ● | Champion IC+ models. Advanced support of our IC+ model globally, resulting in the passage of legislation or regulations in several non-U.S. jurisdictions, in addition to reaching an agreement with the Massachusetts Attorney General ensuring flexibility and benefits for Massachusetts drivers. | | ● | Continue development of our governance strategy and programs. Continued progress on our governance strategy and engagement, metrics, and milestones including achieving corporate renewable energy goals ahead of schedule, making significant progress on the Corporate Sustainability Reporting Directive mandatory reporting requirements, and expanding corporate transparency through our reporting. | | ● | Manage enterprise risk. Made substantial advancements in the effectiveness of our risk management practices by engaging globally with more than 75 regulators and other government stakeholders across more than ten countries to educate them on our business practices, encourage collaboration, and mitigate risks, and advancing best practices related to the exchange of safety information between industry partners. |

  84. 2024 Annual Cash Bonus Payouts

    2024 Annual Cash Bonus Payouts The Compensation Committee determined that the Company Goals component of the Annual Cash Bonus paid out at 143.91% based on the level of achievement against the Company Goals pre-set at the beginning of 2024 and that the Individual Modifier component of the Annual Cash Bonus Plan would not be utilized to increase or decrease the bonus payable to each NEO. As such, the final payout for each NEO pursuant to the Annual Cash Bonus Plan was 143.91%. The table below sets forth the final bonus payouts for 2024 for each NEO:

  85. 2024 Annual Cash Bonus Payouts

    | Name | Target Incentive | Company Performance % | Individual Performance % | Final Payout % | FY24 Incentive Payout | | Dara Khosrowshahi | $2,000,000 | 143.91% | 100% | 143.91% | $2,878,200 | | Prashanth Mahendra-Rajah | $800,000 | 143.91% | 100% | 143.91% | $1,151,280 | | Jill Hazelbaker | $800,000 | 143.91% | 100% | 143.91% | $1,151,280 | | Nikki Krishnamurthy | $700,000 | 143.91% | 100% | 143.91% | $1,007,370 | | Tony West(1) | $1,224,044 | 143.91% | 100% | 143.91% | $1,761,521 |

  86. 2024 Annual Cash Bonus Payouts

    | (1) The amounts for Mr. West’s 2024 “Target Incentive” and “FY24 Incentive Payout” were prorated to reflect Mr. West’s unpaid leave of absence from August 17, 2024, through November 10, 2024. |

  87. 2024 Annual Cash Bonus Payouts

    | 2025 Proxy Statement | | 45 |

  88. 2024 Annual Cash Bonus Payouts

    | Executive Compensation Compensation Discussion & Analysis | |

  89. Annual Long-Term Equity Incentives

    Annual Long-Term Equity Incentives In 2024, we continued to use equity incentives as a key component of our total compensation package for our NEOs. Consistent with our compensation objectives, we believe this approach allows us to attract and retain the highest level of talented and experienced executive officers, aligns our executive officer incentives with the long-term interests of our Company and our stockholders, and ultimately drives long-term stockholder value. Early in the year, the Compensation Committee reviews and approves annual equity awards for our NEOs, and awards are granted in March. In determining the form, size, frequency, and material terms of NEO equity awards, our Compensation Committee customarily considers, among other factors, each executive officer’s role criticality relative to others at our Company and the Company’s major strategic initiatives, Company and individual performance, the equity awards provided to executive officers in similar roles of our peer companies, and the retentive value necessary to retain our executives. Our compensation program is intended to achieve alignment between our long-term strategic goals and our stockholders’ interests, and be grounded in our pay for performance philosophy as well as our mission and values. All of our NEOs receive long-term equity-incentive awards in the form of RSUs and PRSUs. Our PRSU program connects our NEO compensation to our long-term financial goals and strategic goals that are critical to our business. Additionally, Mr. Khosrowshahi receives stock options as part of his annual compensation mix, and Mr. Mahendra-Rajah received stock options as part of his new-hire equity award in November 2023. We will continue to monitor the equity mix in the future to ensure that it appropriately balances incentives, alignment, and retention.

  90. Annual Long-Term Equity Incentives

    | ● | RSUs. Time-based RSUs are granted to NEOs to incentivize executives to build value in the Company over time and align equity ownership with our stockholders, while continuing to provide value to our NEOs during periods of market volatility. | | ● | PRSUs. Performance-based RSUs are critical to our compensation program and are granted to all of our NEOs to drive the achievement of key financial, operational, and strategic objectives, which aligns the interests of our executives and stockholders. Currently, all of our NEOs have received PRSU awards in all three outstanding PRSU award cycles (with the exception of Mr. Mahendra-Rajah, as he joined the Company in November 2023). At the beginning of each performance period, the Compensation Committee establishes financial and strategic goals with metrics that are 100% quantitative for the PRSU awards. Our 2024 PRSU Awards are subject to the structure described in the “2024 PRSUs” section on page 48. | | ● | Stock options. In 2022, we added stock options to the mix of Mr. Khosrowshahi’s long-term equity incentive compensation in order to further reinforce stockholder value creation in our equity program, and we have continued to include stock options in Mr. Khosrowshahi’s compensation. The stock options were added in lieu of a portion of the time-based RSUs that would otherwise have been granted to Mr. Khosrowshahi as part of his equity compensation. As a result, more than 77% of Mr. Khosrowshahi’s target annual equity opportunity is subject to total stockholder returns and performance-based achievement through both the stock option awards and our PRSU awards. Additionally, Mr. Mahendra-Rajah received stock options as part of his new-hire equity award in November 2023. | | | Information regarding prior years’ PRSU grants, RSU grants, and stock option grants made to our NEOs is contained in the table “Outstanding Equity Awards as of December 31, 2024.” |

  91. 2024 Equity Awards

    2024 Equity Awards As part of the annual equity refresh portion of our compensation program at the beginning of 2024, our Compensation Committee granted all of our NEOs, other than Mr. Mahendra-Rajah, a combination of RSUs, PRSUs, and, in the case of Mr. Khosrowshahi, stock options. A year-over-year comparison between 2023 and 2024 grant amounts reflects an increase primarily because the Compensation Committee approved a 10% decrease in equity grants for 2023 for all NEOs due to our stock price performance and how our stockholders fared in 2022, with our equity grant award practices resuming in 2024 at normal levels. As a result, the CEO’s 2023 target equity award was $18.45 million, down from $20.5 million in 2022. In 2024, the Compensation Committee resumed normal grant practices and set the CEO’s target equity award at $25.0 million. While this represents a 35.5% increase from 2023, the 2024 award is a 22% increase relative to 2022 levels—equating to an average annual increase of approximately 11% over the two-year period. This reflects both the temporary reduction in 2023 and the Compensation Committee’s ongoing evaluation of market competitiveness and Company performance. Additionally, in 2024 we increased the PRSU portion of our CEO’s annual equity award grant to 55% vs. 50% in prior years. The dollar amounts listed in the table below for fiscal year 2024 equity awards will not match the amounts in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table or the Grants of Plan-Based Awards Table due to accounting complexities. Because the accounting grant date of a PRSU occurs when the performance targets are approved, and our PRSUs include annual Adjusted EBITDA Margin goals, stock awards listed in the Summary Compensation Table and Grants of Plan-Based Awards Table include the accounting premiums for such awards, as described in more detail in the following section. In addition, the dollar amounts listed in the table below for 2024 RSUs will not match the amounts in the “Stock Awards” column of the Summary Compensation Table or the Grants of Plan-Based Awards Table because the number of shares subject to an award is determined based on the 30-day average stock price for the month immediately preceding the month of grant, whereas the grant date fair value reported in those tables is based on the stock price on the grant date. The amount disclosed for the 2024 Options in the “Option Awards” column reflects the grant date fair value amount which includes a premium due to accounting complexities.

  92. 2024 Equity Awards

    | 46 | | 2025 Proxy Statement |

  93. 2024 Equity Awards

    | Executive Compensation Compensation Discussion & Analysis | |

  94. 2024 Equity Awards

    The equity grants awarded to our NEOs in 2024 consisted of the following:

  95. 2024 Equity Awards

    | Name | Annual RSUs(1) | Annual PRSUs(2) | Annual Stock Options(3) | Total Equity | | Dara Khosrowshahi | $5,625,000 | $13,750,000 | $5,625,000 | $25,000,000 | | Prashanth Mahendra-Rajah(4) | – | – | – | – | | Jill Hazelbaker | $5,333,333 | $2,666,667 | – | $8,000,000 | | Nikki Krishnamurthy | $4,000,000 | $2,000,000 | – | $6,000,000 | | Tony West | $5,333,333 | $2,666,667 | – | $8,000,000 |

  96. 2024 Equity Awards

    | (1) The RSUs vest over four years on a monthly basis for all NEOs other than Mr. Khosrowshahi, whose RSUs vest 25% per year over four years. | | (2) The PRSUs vest in full following the end of the three-year performance period, with the number of shares earned determined based on certified, actual performance against pre-established goals, 60% of which are measured at the completion of the three-year period, with the remaining 40% measured based on certain metrics for each year in the three-year period, with 13.3% being measured each year. | | (3) Stock options vest 25% per year over four years. | | (4) Mr. Mahendra-Rajah did not receive any equity awards in 2024 because he received a new-hire equity award when he joined the Company as CFO in November 2023. |

  97. 2024 Equity Awards

    | CEO | Other NEOs* | | | |

  98. 2024 Equity Awards

    *Does not include Mr. Mahendra-Rajah, as he joined the Company as CFO in November 2023 and did not receive a 2024 Annual Equity Grant.

  99. 2024 Equity Awards

    | | Proportion | | | | Component | CEO | Other NEOs | 2024 Equity Awards | | RSUs | | | ● Time-based equity awards ● For CEO, the 2024 RSUs vest annually over four years ● For all other NEOs, the 2024 RSUs vest monthly over four years | | PRSUs | | | ● Performance-based equity awards ● Cliff-vest following the completion of a three-year performance period based on actual achievement, as certified by the Compensation Committee ● See below for a discussion of our 2024 PRSUs | | Stock Options | | | ● CEO only in 2024 ● Vest annually over four years ● Seven-year term |

  100. 2024 Equity Awards

    | 2025 Proxy Statement | | 47 |

  101. 2024 Equity Awards

    | Executive Compensation Compensation Discussion & Analysis | |

  102. Variation Between 2024 Equity Award Values & Equity Compensation Reported in Summary Compensation Table

    Variation Between 2024 Equity Award Values & Equity Compensation Reported in Summary Compensation Table The amounts reflected for 2024 in the “Stock Awards” column of our Summary Compensation Table reflect an increase in equity award grant value relative to last year. It is important to note that a significant portion of that increase is driven by accounting complexities in valuing our PRSUs, rather than a simple year-over-year increase in the actual number of shares granted. Several key factors shaped this year’s reported amounts:

  103. Variation Between 2024 Equity Award Values & Equity Compensation Reported in Summary Compensation Table

    | ● | Recognition of prior year tranches: Our PRSU program includes annual Adjusted EBITDA Margin goals and, pursuant to applicable accounting rules, the accounting value of the portion of the 2022 PRSUs and 2023 PRSUs associated with 2024 must be expensed in 2024 and reflected in the Summary Compensation Table. Given our significant stock price appreciation since the 2022 PRSUs and 2023 PRSUs were granted (2022 PRSU grant price: $36.67; 2023 PRSU grant price: $38.33), the accounting value of the FY24 portion of such awards ($104.84 and $104.22, for the 2022 and 2023 PRSUs, respectively) was more than two times the value of the equity awards at the time of approval by the Compensation Committee. | | ● | Accounting valuation method: As our PRSU awards include an rTSR modifier, which the Compensation Committee views as an important element of our PRSU Awards, we are required to use a specific accounting valuation method, which results in an accounting premium that is reflected in the values attributed to our PRSU awards in the Summary Compensation Table. | | ● | Stock price volatility at grant: For accounting purposes, the fair value of equity awards must be determined based on the closing price of our common stock on the actual grant date. We have historically determined the number of equity shares granted to all employees, including our NEOs, based on a value-to-share conversion methodology that relies on the average stock price from the prior month. As a result of higher than typical stock price volatility in February 2024 leading up to our March 1 grant date, there was a 9% increase in equity compensation expense (February 2024 trading average: $74.41; March 1, 2024 grant price: $81.03). |

  104. Variation Between 2024 Equity Award Values & Equity Compensation Reported in Summary Compensation Table

    To summarize, while the underlying number of shares granted did rise for 2024, the increase in reported equity values largely reflects share price appreciation and fair value methodologies rather than a substantial shift in our overall equity compensation philosophy.

  105. Review of & Enhancements to Our Long-Term Incentive Program

    Review of & Enhancements to Our Long-Term Incentive Program In response to the higher than typical stock price volatility in Q1 of 2024, the Compensation Committee conducted a comprehensive review of our long-term incentive program in 2024. After evaluating our value-to-share conversion methodology, we reaffirmed that our prior month’s average pricing approach aligns with market practices among peer companies. In most years, we expect valuation differences to remain within a narrower range, both positive and negative. For 2025, our February average price was $75.84, compared to the March 3rd, 2025 grant date price of $74.44, resulting in a 2% decrease in compensation expense. Additionally, the Compensation Committee continues to evaluate our ability to set long-term financial targets and eventually transition all metrics to have three-year goals. While this change may eventually reduce volatility in reported equity values by aligning the full accounting expense of our PRSUs with the year they are granted, we expect that in the year we transition there will be another unintended accounting expense increase reflected in the Summary Compensation Table due to reporting the full award in that year.

  106. 2024 PRSUs

    2024 PRSUs In 2024, at least one-third of the annual equity awards made to our NEOs were in the form of PRSUs (other than to our CFO, who did not receive any equity awards in 2024, as he received a new-hire equity award when he joined the Company in November 2023), with our CEO receiving more than one-half of his annual equity awards in the form of PRSUs. Consistent with prior years, our Compensation Committee established financial and strategic quantitative goals for our 2024 PRSUs at the beginning of the performance period, with vesting to occur at the end of a three-year period, subject to the achievements of the specified pre-established targets. In addition, the 2024 PRSUs were structured similarly to the 2022 and 2023 PRSUs, with 80% of the award based on key financial goals and metrics, 20% of the award based on long-term strategic goals and metrics, and the entire award subject to an rTSR modifier, ensuring stability in our compensation program. Finally, in response to feedback received from our stockholders, our long-term strategic goals included electrification and waste reduction goals. The chart below illustrates the overall structure of our PRSU program that has been in place for the past three years; the table that follows it provides a high-level summary of our 2024 PRSU program structure.

  107. 2022 PRSUs: Payouts Including rTSR Modifier

    2022 PRSUs: Payouts Including rTSR Modifier Final results of the 2022 PRSUs, which vested on March 16, 2025 based on actual achievement, as certified by our Compensation Committee, are set forth below. The results disclosed below reflect the level of achievement of the financial and strategic performance metrics, as well as the application of the rTSR modifier. Following the application of the rTSR modifier, the 2022 PRSUs would have paid out at 158.9%. However, because we believe it is best practice and in line with our stockholders’ values to cap the payouts of our incentive award opportunities, our 2022 PRSUs paid out at 150.0%.

  108. 2022 PRSUs: Payouts Including rTSR Modifier

    | Financial & Strategic Measures | Weighting | % Achieved | % Weighted | | Adjusted EBITDA Margin - 2022, 2023, 2024(1) | 40% | 138.9% | 55.5% | | Gross Bookings Growth | 40% | 128.7% | 51.5% | | Diversity, Equity, & Inclusion | 10% | 79.6% | 7.9% | | Safety | 10% | 72.5% | 7.3% | | | Total Financial & Strategic Measures % | | 122.2% | | Relative TSR Modifier | Target | % Achieved | Modifier | | 3-year Rank | 50th percentile | 82nd percentile | × 130.0% | | | | | = | | 2022 PRSUs Payout | | | 150.0%(2) |

  109. 2022 PRSUs: Payouts Including rTSR Modifier

    | (1) Adj. EBITDA as a percent of Gross Bookings. | | (2) Following the application of the rTSR modifier, the 2022 PRSUs would have paid out at 158.9%, but were capped at 150.0%. |

  110. 2022 PRSUs: Payouts Including rTSR Modifier

    Based on these performance results, final payouts of the 2022 PRSU Awards for the participating NEOs are set forth below.

  111. 2022 PRSUs: Payouts Including rTSR Modifier

    | FY22-FY24 Award | # of PRSUs Granted | # of PRSUs Vested | | Dara Khosrowshahi | 283,462 | 425,193 | | Jill Hazelbaker | 64,528 | 96,792 | | Nikki Krishnamurthy | 50,700 | 76,050 | | Tony West | 73,746 | 110,619 |

  112. 2022 PRSUs: Payouts Including rTSR Modifier

    | 2025 Proxy Statement | | 51 |

  113. 2022 PRSUs: Payouts Including rTSR Modifier

    | Executive Compensation Compensation Discussion & Analysis | |

  114. Executive Severance Plan & Employment Agreements

    Executive Severance Plan & Employment Agreements In June 2023, we adopted our Amended and Restated 2019 Executive Severance Plan (Executive Severance Plan). Our Executive Severance Plan is described and quantified under the heading “Potential Payments Upon Termination or Change in Control.” The employment agreements we have entered into with each NEO also serve as participation agreements for our Executive Severance Plan. Each employment agreement generally has no specific term and provides for at-will employment. The employment agreements set forth each NEO’s initial base salary, eligibility to participate in our Annual Cash Bonus Plan, certain employee benefits, the terms of certain equity grants, and in the case of our CEO, certain grandfathered severance commitments, as described and quantified under the heading “Potential Payments Upon Termination or Change in Control.”

  115. Clawback Policy

    Clawback Policy As required by the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE’s adoption of compensation recovery listing standards, our Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16 officer”) of the Company in the event that the Company is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether a Section 16 officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. In addition to implementing measures mandated by the SEC, our Clawback Policy provides that our Board may seek to recover equity compensation (including stock options, restricted stock, time-based RSUs, and PRSUs) awarded after March 28, 2019, and cash severance and incentive-based compensation awarded after October 26, 2020, from an executive officer (including senior executives designated by the Board or the Compensation Committee) in connection with a material breach by such executive officer of restrictive covenants in agreements between us and the executive officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the executive officer’s misconduct that harms the business or reputation of the Company.

  116. Tax & Accounting Considerations

    Tax & Accounting Considerations Deductibility of executive compensation. The Compensation Committee is mindful that the Company has net operating loss carryforwards that will defer the impact of any deductions that the Company might lose under Section 162(m) for one or more carryforward years, and believes that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives. Taxation of “parachute” payments and deferred compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code. We have not agreed to provide our executive officers, including our NEOs, 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.

  117. Equity Grant & Approval Timing Practices

    Equity Grant & Approval Timing Practices The Company maintains the Equity Grant Award Policy (Equity Policy), which is intended to prevent stock option backdating and other grant timing issues in relation to the release of material, non-public information. Under the Equity Policy, the Compensation Committee approves annual equity awards and other off-cycle equity awards, including in connection with new hires and promotions, to executive officers who are subject to Section 16(a) of the Exchange Act and other senior executives. The Compensation Committee has delegated authority to the Equity Grant Committee, which currently consists of the CEO, to approve equity awards to other employees, within certain parameters. Annual equity awards to all employees are generally approved by the Equity Grant Committee or the Compensation Committee, as applicable, in March of each year. Off-cycle equity awards to new hires, employees receiving promotions, and other special circumstances are generally approved on the 16th day of the calendar month or such other date determined by the Equity Grant Committee or the Compensation Committee. For all stock options or stock appreciation rights, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the next trading day following the date of grant. No off-cycle stock option awards were granted to NEOs in fiscal year 2024. During fiscal year 2024, we did not grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material, nonpublic information. We have not timed the grant of equity awards in anticipation of the release of material, non-public information or timed the disclosure of material, nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2024.

  118. Equity Grant & Approval Timing Practices

    | 54 | | 2025 Proxy Statement |

  119. Equity Grant & Approval Timing Practices

    | Executive Compensation Compensation Discussion & Analysis | |

  120. Equity Grant & Approval Timing Practices

    Compensation Committee Interlocks & Insider Participation None of the directors who are currently or who were members of our Compensation Committee during 2024, 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 2024, as a member of the Board or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board or Compensation Committee. See the section titled “Certain Relationships & 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 & Analysis contained in this proxy statement with management. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024. The Compensation Committee Robert Eckert (Chair) Amanda Ginsberg Wan Ling Martello Ronald Sugar David Trujillo

  121. Equity Grant & Approval Timing Practices

    | 2025 Proxy Statement | | 55 |

  122. Equity Grant & Approval Timing Practices

    | Executive Compensation Compensation Discussion & Analysis | |

  123. Equity Grant & Approval Timing Practices

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO. When determining our median compensated employee, we included annual base salary, target bonus, and target equity levels for our global employee population of 31,049 employees (including subsidiary employees), of which approximately 99% are full-time and 1% are interns and other fixed term employees, other than our CEO, as of November 1, 2024 (Determination Date) in 64 countries. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate on the Determination Date. For fiscal year 2024, the annual total compensation for the median employee (excluding our CEO) was $92,958. Our median employee is an entry level Operations Manager, based in Hong Kong. Annual total compensation of our CEO was $39,408,629. Based on this information, for fiscal year 2024, we estimate that the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 424 to 1. The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee permit companies to use a wide range of methodologies, assumptions and exclusions. As a result, it may not necessarily be meaningful to compare pay ratios reported by other companies. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the foregoing pay ratio measure in making compensation decisions.

  124. Equity Grant & Approval Timing Practices

    | 56 | | 2025 Proxy Statement |

  125. Equity Grant & Approval Timing Practices

    Executive Compensation Tables Summary Compensation Table

  126. Equity Grant & Approval Timing Practices

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Dara Khosrowshahi | | | | | | | | | | Chief Executive Officer & Director | 2024 | $1,000,000 | — | $26,654,091 | $7,902,378 | $2,878,200 | $973,960(3) | $39,408,629 | | | 2023 | $1,000,000 | — | $13,721,292 | $6,089,126 | $3,174,800 | $262,990 | $24,248,209 | | | 2022 | $1,000,000 | — | $14,281,685 | $5,888,923 | $2,937,200 | $169,169 | $24,276,977 | | Prashanth Mahendra-Rajah | | | | | | | | | | Chief Financial Officer | 2024 | $800,000 | — | $1,262,104 | — | $1,151,280 | $1,750,296(4) | $4,963,680 | | | 2023 | $133,333 | $1,000,000 | $9,558,088 | $3,999,988 | $133,699 | $1,870 | $14,826,979 | | Jill Hazelbaker | | | | | | | | | | SVP, Marketing and Public Affairs | 2024 | $800,000 | — | $10,048,318 | — | $1,151,280 | $14,206(5) | $12,013,804 | | | 2023 | $800,000 | — | $6,191,829 | — | $1,269,920 | $10,059 | $8,271,808 | | | 2022 | $800,000 | — | $6,267,013 | — | $1,174,880 | — | $8,241,893 | | Nikki Krishnamurthy | | | | | | | | | | SVP & Chief People Officer | 2024 | $700,000 | — | $7,598,819 | — | $1,007,370 | $522,544(6) | $9,828,733 | | | 2023 | $700,000 | — | $4,945,968 | — | $1,111,180 | $249,313 | $7,006,462 | | | 2022 | $683,333 | — | $5,381,507 | — | $1,028,020 | $102,796 | $7,195,656 | | Tony West | | | | | | | | | | SVP, Chief Legal Officer & Corporate Secretary | 2024 | $618,182(7) | — | $10,298,478 | — | $1,761,521(7) | $10,188(8) | $12,688,370 | | | 2023 | $800,000 | — | $7,015,711 | — | $2,539,840 | $9,995 | $10,365,547 | | | 2022 | $800,000 | — | $7,461,678 | — | $2,349,760 | — | $10,611,438 |

  127. Equity Grant & Approval Timing Practices

    | Executive Compensation Tables Grants of Plan-Based Awards Table | |

  128. Equity Grant & Approval Timing Practices

    | (1) The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards as of December 31, 2024” table. | | (2) There is no overall threshold level of performance applicable to our 2024 Annual Cash Bonus Plan. The Gross Bookings, Adjusted EBITDA, and Adjusted EBITDA less SBC goals of our 2024 Annual Cash Bonus Plan were each subject to a performance threshold level of 50%. | | (3) 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 2022, 2023, and 2024 PRSU Awards contain performance targets that we approved in 2024, PRSU award values in this column reflect the accounting costs for the 2024 approved performance targets and include (i) for 2022, 13% of the total 2022 PRSUs (i.e., representing the approved target for 2024 Adjusted EBITDA Margin), (ii) for 2023, 13% of the total 2023 PRSUs (i.e., representing the approved target for 2024 Adjusted EBITDA Margin), and (iii) for 2024, 73% of the total 2024 PRSUs (i.e., 13% representing the approved target for 2024 Adjusted EBITDA Margin, 40% representing the target approved for Gross Bookings Growth, and 20% representing the strategic goals, approved for 2024-2026). For more information regarding the accounting for and assumptions we used to calculate the grant date fair values for RSUs and PRSUs, see the heading “Stock Based Compensation Expense” in Note 1 and 10 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  129. Equity Grant & Approval Timing Practices

    | Executive Compensation Tables Outstanding Equity Awards as of December 31, 2024 | |

  130. Equity Grant & Approval Timing Practices

    | Executive Compensation Tables Stock Option Exercises & Stock Vested During 2024 | |

  131. Stock Option Exercises & Stock Vested During 2024

    Stock Option Exercises & Stock Vested During 2024 The following table shows information regarding the vesting of stock awards held by our NEOs during fiscal year 2024.

  132. Stock Option Exercises & Stock Vested During 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Dara Khosrowshahi | 2,500,000(3) | $88,184,600(3) | 287,550 | $21,873,929 | | Prashanth Mahendra-Rajah | | | 36,898 | $2,710,022 | | Jill Hazelbaker | | | 185,319 | $13,516,900 | | Nikki Krishnamurthy | | | 183,073 | $13,396,259 | | Tony West | | | 184,810 | $13,360,556 |

  133. Stock Option Exercises & Stock Vested During 2024

    | (1) Reflects the price of our common stock at time of exercise less the exercise price multiplied by the number of options exercised. | | (2) Reflects the closing price of our common stock on the vesting date multiplied by the number of shares vested. | | (3) Mr. Khosrowshahi was granted a total of 2,500,000 stock options on September 5, 2017, with an expiration date of September 4, 2024, 750,000 of which were subject to a time-based vesting condition and 1,750,000 of which were subject to both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition was satisfied as of September 5, 2022. The performance-based condition was satisfied on February 6, 2024, due to the achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion based on the average closing price of Uber’s common stock during such period. As a result, the entire option became exercisable on February 6, 2024. The option, which had an exercise price of $33.65 per share, had an expiration date of September 4, 2024. Any options that were not exercised by such expiration date would be forfeited. Mr. Khosrowshahi adopted a rule 10b5-1 trading plan that permitted him to exercise these options prior to the expiration date. |

  134. Stock Option Exercises & Stock Vested During 2024

    | 2025 Proxy Statement | | 61 |

  135. Stock Option Exercises & Stock Vested During 2024

    | Executive Compensation Tables Potential Payments Upon Termination or Change in Control | |

  136. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  137. CEO Employment Agreement

    | Executive Compensation Tables Potential Payments Upon Termination or Change in Control | |

  138. Pay Versus Performance Table

    Pay Versus Performance Table

  139. Pay Versus Performance Table

    | | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | | Gross Bookings (millions)(5) | | Year | | | | | | | Total Stockholder Return(4) | Peer Group Total Stockholder Return(4) | | | | | 2024 | $39,408,629 | | 74,251,272 | $9,873,647 | | 11,581,188 | $202.82 | $299.72 | | 9,856 | $162,773 | | 2023 | $24,248,209 | | 109,669,788 | $10,391,600 | | 31,757,380 | $207.03 | $219.40 | | 1,887 | $137,865 | | 2022 | $24,276,977 | ($ | 8,946,037) | $9,583,840 | ($ | 295,737) | $83.15 | $139.00 | ($ | 9,141) | $115,395 | | 2021 | $19,937,818 | | 4,212,154 | $8,227,049 | | 3,380,603 | $140.99 | $193.58 | ($ | 496) | $90,415 | | 2020 | $12,246,078 | | 45,037,091 | $9,442,887 | | 16,013,106 | $171.49 | $143.89 | ($ | 6,768) | $57,897 |

  140. Pay Versus Performance Table

    | (1) Total compensation reported for Mr. Khosrowshahi for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  141. Pay Versus Performance Table

    | (2) Reflects the amount of “compensation actually paid” (CAP) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Khosrowshahi and the non-PEO NEOs during the applicable year. The following amounts were deducted from and added to the Summary Compensation Table totals shown above: |

  142. Pay Versus Performance Table

    | | PEO ($) | | Average Non-PEO NEO ($) | | | Reported Summary Compensation Table | | 39,408,629 | | 9,873,647 | | Reported Grant Date Value of Equity Awards | ($ | 34,556,468) | ($ | 7,301,930) | | Year-End Fair Value of Equity Awards Granted During the Year | | 25,644,296 | | 5,105,157 | | Change in Fair Value as of Year-End for Unvested Equity Awards Granted in Prior Years | | 3,610,668 | | 889,058 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | — | | 658,024 | | Change in Fair Value as of Vest Date for Equity Awards Granted in Prior Years that Vested in the Year | | 40,144,148 | | 2,357,233 | | Compensation Actually Paid | | 74,251,272 | | 11,581,188 |

  143. Pay Versus Performance Table

    | The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the unvested stock options used an estimated term between 0.6 years and 5.3 years in 2024, as compared to an estimated term of 4.8 years used to calculate the grant date fair value of such awards, and (ii) the PRSUs assumed payout multipliers at current expectations, which range from 0% to 150% across different grant years and metrics, in each case as compared to the grant date fair value calculations which assumed a payout at target. | | (3) Represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Khosrowshahi, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Jill Hazelbaker, Nikki Krishnamurthy, Prashanth Mahendra-Rajah, and Tony West; (ii) for 2023, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Prashanth Mahendra-Rajah, and Tony West; (iii) for 2022, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; (iv) for 2021, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; and (v) for 2020, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Thuan Pham, and Tony West. | | (4) Reflects the cumulative total return to stockholders, based on a fixed investment of $100 beginning on the last trading day of 2019, on Uber’s common stock relative to the cumulative total returns of the Standard & Poor’s 500 Information Technology Sector Index (S&P 500 IT), which is the index included in our Performance Graph in the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2024. |

  144. Pay Versus Performance Table

    | (5) We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of: Mobility rides; Delivery orders (in each case without any adjustment for consumer discounts and refunds); Driver and Merchant earnings; Driver incentives; and Freight revenue. Gross Bookings do not include tips earned by Drivers. Gross Bookings are an indication of the scale of our current platform, which ultimately impacts revenue. For further discussion on our Gross Bookings measure, please see the disclosure in the CD&A. |

  145. Pay Versus Performance Table

    | 64 | | 2025 Proxy Statement |

  146. Pay Versus Performance Table

    | Pay Versus Performance | |

  147. Pay Versus Performance Table

    As described in greater detail in “Executive Compensation – Compensation Discussion & Analysis,” Uber’s executive compensation program reflects a pay-for-performance philosophy. The metrics that Uber uses for both our long- and short term incentive awards are selected based on an objective of incentivizing our NEOs to increase stockholder value. Below are the most important measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year:

  148. Pay Versus Performance Table

    | Most Important Measures to Determine FY24 CAP | | Gross Bookings Adjusted EBITDA TSR Adjusted EBITDA (less SBC) Safety |

  149. CAP Versus Gross Bookings

    | Pay Versus Performance | |