DEF 14A of Uber Technologies, Inc, Mar 30, 2020

DEF 14A of Uber Technologies, Inc

Filed Mar 30, 2020 · FY20190001552781-20-000238

Open on EDGAR

  1. Nominees for Board of Directors

    Nominees for Board of Directors You are being asked to vote on the election of the nine directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 19.

  2. Nominees for Board of Directors

    | | 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) | |

  3. Nominees for Board of Directors

    Note: Age and Board tenure measured as of March 30, 2020 † Independent Chairperson of the Board * Independent Director

  4. Proposal 1 — Election of Directors

    Proposal 1 — Election of Directors

  5. Proposal 1 — Election of Directors

    | Our board of directors has nominated the nine director nominees listed below for election at the 2020 Annual Meeting. Each of the director nominees currently serves on the board. The current term of all directors will expire at the 2020 Annual Meeting when their successors are elected, and the board has nominated each of these individuals for a new one-year term that will expire at the 2021 annual meeting when their successors are elected. | Each of the director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. If any nominee becomes unable or for good cause unwilling to serve between the date of the proxy statement and the 2020 Annual Meeting, the board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee. |

  6. Proposal 1 — Election of Directors

    | Name | Age | Position | | Ronald Sugar(1)(2) | 71 | Independent Chairperson of the Board of Directors | | Ursula Burns(2)(3) | 61 | Director | | Robert Eckert(1)(2) | 65 | Director | | Amanda Ginsberg(3) | 50 | Director | | Dara Khosrowshahi | 50 | Director and CEO | | Wan Ling Martello(1)(2) | 61 | Director | | Yasir Al-Rumayyan(3) | 50 | Director | | John Thain(3) | 64 | Director | | David Trujillo(1)(2) | 44 | Director |

  7. Proposal 1 — Election of Directors

    | Compensation Committee member.(1) |

  8. Proposal 1 — Election of Directors

    | Nominating and Governance Committee member.(2) |

  9. Proposal 1 — Election of Directors

    | Audit Committee member.(3) |

  10. Director Nominees

    Director Nominees The board of directors recommends a vote FOR each of the following director nominees to hold office until the 2021 annual meeting of stockholders and until their successors are elected.

  11. Ronald Sugar

    Ronald Sugar

  12. Ronald Sugar

    | Age: 71 Former Chairman and CEO, Northrop Grumman Other Public Company Boards: Apple, Inc. Amgen Inc. Chevron Corporation Air Lease Corporation* *will not stand for re-election to Air Lease Board in May 2020 | Biography Dr. Sugar has served as the chairperson of our board of directors since July 2018. Dr. Sugar was Chairman of the board of directors and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, from 2003 until his retirement in 2010 and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman Corporation in 2001. Prior to that time, he served as Chief Financial Officer of TRW Inc. Dr. Sugar is also an adviser to Ares Management LLC, Bain & Company, Northrop Grumman Corporation, and Singapore’s Temasek Investment Company. Dr. Sugar is a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering. Dr. Sugar has been a director of Amgen Inc. since 2010, Apple Inc. since 2010, Air Lease Corporation since 2010, and Chevron Corporation since 2005. Dr. Sugar has notified the board of directors of Air Lease Corporation that he will not stand for reelection to its board of directors at its annual meeting of stockholders in May 2020. Qualifications Dr. Sugar was selected to serve on our board of directors because of his experience as the leader of a global company, particularly as Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, his innovation, technology, and high-growth experience, consumer and digital experience, particularly his experience on Apple’s board of directors, his financial expertise, and his government, policy, and regulatory experience. |

  13. Ursula Burns

    Ursula Burns

  14. Ursula Burns

    | Age: 61 Chairman and Former CEO, VEON Other Public Company Boards: VEON, Ltd. Nestle S.A. Exxon Mobil | Biography Ms. Burns has served on our board of directors since September 2017. Ms. Burns has served as the Chairman of VEON, Ltd., an international telecommunications and technology company, since December 2018. She served as the Chairman of VEON, Ltd. from July 2017 to March 2018, as Executive Chairman from March 2018 to December 2018 and as Chief Executive Officer of VEON, Ltd. from December 2018 to March 2020. Ms. Burns served as Chairman of Xerox Corporation, a print technology and work solutions company, from July 2009 to May 2017, and Chief Executive Officer of Xerox Corporation from July 2009 to December 2016, prior to which she advanced through many engineering and management positions after joining the company in 1980. U.S. President Barack Obama appointed Ms. Burns to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009 to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after service as vice chair from 2010 to 2015. Ms. Burns currently serves on the board of directors of VEON, Ltd., Nestlé S.A., and Exxon Mobil Corporation. Ms. Burns previously served on the board of directors of American Express Company from January 2004 to May 2018 and Xerox Corporation from April 2007 to May 2017. Qualifications Ms. Burns was selected to serve on our board of directors because of her experience as the leader of a global company, particularly her experience as Chairman and Chief Executive Officer of Xerox, her technology and digital experience, her financial expertise, and her government, policy, and regulatory experience. |

  15. Robert Eckert

    Robert Eckert

  16. Robert Eckert

    | Age: 65 Partner, FFL Partners, LLC; Former CEO, Mattel, Inc. Other Public Company Boards: Amgen, Inc. Levi Strauss & Co. McDonald’s Corporation | Biography Mr. Eckert has served on our board of directors since March 2020. Mr. Eckert has been an Operating Partner of FFL Partners, LLC, a private equity firm, since September 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since January 2013. He was Mattel’s Chairman and Chief Executive Officer from May 2000 until December 2011, and he continued to serve as its Chairman until December 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from October 1997 until May 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, Mr. Eckert was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert is currently a director of McDonald’s Corporation, Amgen, Inc., Levi Strauss & Co., Eyemart Express Holdings, LLC, Enjoy Beer Holdings, LLC, and Quinn Company. Qualifications Mr. Eckert was selected to serve on our board of directors due to his leadership experience as a chief executive officer of large global public companies and his extensive experience leading global consumer brands at Mattel and Kraft and financial expertise as a partner of FFL Partners, LLC and his government, policy and regulatory experience. |

  17. Amanda Ginsberg

    Amanda Ginsberg

  18. Amanda Ginsberg

    | Age: 50 Former CEO, Match Group, Inc. Other Public Company Boards: J.C. Penney Company | Biography Ms. Ginsberg has served on our board of directors since February 2020. Ms. Ginsberg previously served as Chief Executive Officer of Match Group, Inc. from December 2017 to March 2020. Prior to this role, Ms. Ginsberg served as Chief Executive Officer of Match Group Americas from December 2015 to December 2017, where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito and overall North and South American expansion. Previously, she served as the Chief Executive Officer of The Princeton Review from July 2014 to December 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg has served on the board of directors of J.C. Penney Company, Inc. since July 2015. Ms. Ginsberg previously served on the board of directors of Care.com from February 2012 to December 2014 and Match Group, Inc. from December 2017 to March 2020. Qualifications Ms. Ginsberg was selected to serve on our board of directors principally based on her extensive operational, innovation and high-growth experience with consumer and digital companies and global company leadership, including serving as CEO of a leading provider of Internet-based dating products and a leading test preparation company and on-demand learning solutions company. |

  19. Dara Khosrowshahi

    Dara Khosrowshahi

  20. Dara Khosrowshahi

    | Age: 50 CEO,Uber Other Public Company Boards: Expedia Group | Biography Mr. Khosrowshahi has served as our Chief Executive Officer and as a member of our board of directors since September 2017. Prior to joining Uber, Mr. Khosrowshahi served as President and Chief Executive Officer of Expedia, Inc., an online travel company, from August 2005 to August 2017. From August 1998 to August 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005, Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp from January 2002 to January 2005, and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning, from July 2000 to January 2002. Mr. Khosrowshahi worked at Allen & Company LLC from 1991 to 1998, where he served as Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the board of directors of Expedia Group. Mr. Khosrowshahi previously served as a member of the supervisory board of trivago, N.V., a global hotel search company, from December 2016 to September 2017, and previously served on the board of directors for the following companies: The New York Times Company, a news and media company, from May 2015 to September 2017, and TripAdvisor, Inc., an online travel company, from December 2011 to February 2013. Qualifications Mr. Khosrowshahi was selected to serve on our board of directors based on the perspective and experience he brings as our Chief Executive Officer, as a former leader of Expedia, a global company, his innovation, technology, and high- growth experience, consumer and digital experience, and his financial expertise. |

  21. Wan Ling Martello

    Wan Ling Martello

  22. Wan Ling Martello

    | Age: 61 Co-founder and Partner, BayPine; Former Executive Vice President, Nestlé Other Public Company Boards: Alibaba Group | Biography Ms. Martello has served on our board of directors since June 2017. Ms. Martello currently serves as a partner and co- founder at BayPine, a private equity firm, a role she has held since February 2020. From May 2015 to December 2018, Ms. Martello served as Executive Vice President and Chief Executive Officer of the Asia, Oceania, and sub-Saharan Africa regions at Nestlé S.A., a Swiss multinational food and beverage company. From April 2012 to May 2015, Ms. Martello served as Nestlé’s global Chief Financial Officer, and from November 2011 to April 2012 she served as Nestle’s Executive Vice President of Finance and Control. From November 2005 to November 2011, Ms. Martello was a senior executive at Walmart Stores, Inc., a retail corporation, where she served as Executive Vice President, Chief Operating Officer for Global eCommerce, and Senior Vice President, Chief Financial Officer & Strategy for Walmart International. Prior to Walmart, Ms. Martello was the CFO and then President, U.S.A., at NCH Marketing Services, Inc., a marketing services company, from 1998 to 2005. Prior to NCH Marketing, Ms. Martello held various positions at Borden Foods and at Kraft Inc. (now known as the Kraft Heinz Company). Ms. Martello has served on the board of directors of Alibaba Group since September 2015. Qualifications Ms. Martello was selected to serve on our board of directors because of her experience as a senior executive of Nestlé, a global company, her consumer experience as a director of Alibaba, her financial expertise as the Chief Financial Officer at Nestlé, and her global experience. |

  23. Yasir Al-Rumayyan

    Yasir Al-Rumayyan

  24. Yasir Al-Rumayyan

    | Age: 50 Managing Director, The Public Investment Fund Other Public Company Boards: Saudi Arabian Oil Company SoftBank Group Corp. | Biography H.E. Al-Rumayyan has served on our board of directors since June 2016. H.E. Al-Rumayyan has been a managing director at The Public Investment Fund, a sovereign wealth fund owned by Saudi Arabia, since September 2015. Prior to The Public Investment Fund, H.E. Al-Rumayyan held the position of Chief Executive Officer at Saudi Fransi Capital, a financial services company, from January 2011 to February 2015. From April 2008 to December 2010, H.E Al-Rumayyan served as Director of Corporate Finance of the Capital Market Authority of Saudi Arabia. H.E Al-Rumayyan currently serves on the board of directors of The Public Investment Fund of Saudi Arabia, the Saudi Arabian Oil Company, Saudi Industrial Development Fund, Saudi Decision Support Center, Sanabil Investments, Arm Limited, and SoftBank Group Corp. H.E Al-Rumayyan previously served on the board of directors of Saudi Fransi Capital from January 2011 to February 2015 and Tadawul, the Saudi Stock Exchange, from February 2014 to January 2015. Qualifications H.E. Al-Rumayyan was selected to serve on our board of directors because of his financial expertise, particularly in his roles at The Public Investment Fund, his extensive government, policy and regulatory experience highlighted by his time at the Saudi Stock Exchange, and his extensive leadership experience in the Middle East. |

  25. John Thain

    John Thain

  26. John Thain

    | Age: 64 Former Chairman and CEO, CIT Group Other Public Company Boards: None | Biography Mr. Thain has served on our board of directors since September 2017. Mr. Thain is the founding partner of Pine Island Capital Partners LLC, a private investment firm, and has served as Chairman since October 2017. Mr. Thain served as Chairman and Chief Executive Officer of CIT Group, from February 2010 until March 2016, and as Chairman of CIT Group until May 2016. In January 2009, prior to joining CIT Group, Mr. Thain was President of Global Banking, Securities and Wealth Management for Bank of America. From December 2007 to January 2009, prior to its merger with Bank of America, Mr. Thain was Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. From June 2006 to December 2007, Mr. Thain served as Chief Executive Officer and a director of NYSE Euronext, Inc. following the NYSE Group and Euronext N.V. merger. Mr. Thain joined the New York Stock Exchange in January 2004, serving as Chief Executive Officer and a director. From June 2003 through January 2004, Mr. Thain was the President and Chief Operating Officer of The Goldman Sachs Group Inc., and from May 1999 through June 2003 he was President and Co-Chief Operating Officer. From December 1994 to March 1999, Mr. Thain served as Chief Financial Officer and Head of Operations, Technology and Finance, and from July 1995 to September 1997 he was also Co-Chief Executive Officer for European operations for The Goldman Sachs Group, L.P. Mr. Thain currently serves on the Supervisory Board of Deutsche Bank AG. Mr. Thain previously served on the board of directors of Goldman Sachs Group Inc. from 1998 to January 2004. Qualifications Mr. Thain was selected to serve on our board of directors because of his experience as Chief Executive Officer of several global companies, his financial expertise from his roles at CIT Group, Merrill Lynch, and NYSE Euronext, and his government, policy, and regulatory experience. |

  27. David I. Trujillo

    David I. Trujillo

  28. David I. Trujillo

    | Age: 44 Partner, TPG Other Public Company Boards: None | Biography Mr. Trujillo has served on our board of directors since June 2017. Mr. Trujillo is a Partner of TPG, a private equity firm with $119 billion in assets under management, and leads TPG’s Internet, Digital Media and Communications investing efforts across TPG Capital and TPG Growth and is the Managing Partner of TPG Tech Adjacencies and Integrated Media Co. Prior to joining TPG in 2006, Mr. Trujillo was with GTCR, a Chicago based private equity fund, from 1998 through 2005. Mr. Trujillo is currently a Director of the following non-public companies: Astound Broadband, Azoff Music Company, Calm, Creative Artists Agency (CAA), Entertainment Partners, Ipsy, Univision Communications and Vice Media. Mr. Trujillo led TPG’s investments in Airbnb and Spotify. Mr. Trujillo previously served on the boards of Layer3 TV (sold to T-Mobile in 2018), Lynda.com (sold to LinkedIn in 2015) and Fenwal Therapeutics (sold to Fresenius SE in 2012). Qualifications Mr. Trujillo was selected to serve on our board of directors, having led TPG’s investment in us in 2013, and because of his extensive experience in technology, high-growth, consumer, and digital companies, such as Airbnb and Spotify, as well as his financial expertise as a Partner of TPG. |

  29. Board of Directors

    Board of Directors

  30. Board of Directors

    | · | The Board evaluation of the Chief Executive Officer and senior management takes employee engagement, D&I and other matters into account |

  31. Board of Directors

    | · | The Board receives quarterly reports from the Office of Diversity and Inclusion regarding Uber’s progress against its diversity goals |

  32. Board of Directors

    | · | The Board has regular discussions with senior management regarding public sentiment involving Uber, media coverage, as well as regulatory and legislative sentiment involving Uber |

  33. Communication with Directors and Executive Officers

    Communication with Directors and Executive Officers Stockholders and others who wish to communicate with the board of directors or any individual director, including our independent chairperson, may do so by writing to the following address: Board of Directors Uber Technologies, Inc. c/o Corporate Secretary 1455 Market Street, 4th Floor San Francisco, California 94103 All such correspondence is reviewed by the Corporate Secretary’s office, which logs the material for tracking purposes. Our board of directors has asked the Corporate Secretary’s office to forward to the appropriate director(s) all correspondence, except for personal grievances, items unrelated to the functions of the board of directors, business solicitations, advertisements, and materials that are profane.

  34. Director Compensation

    Director Compensation

  35. Fiscal 2019 Non-Employee Director Compensation

    Fiscal 2019 Non-Employee Director Compensation In 2019, we compensated our non-employee directors in accordance with a policy established by our Compensation Committee in consultation with our board of directors, compensation consultants, Chief Executive Officer, and other members of our senior management team. In connection with our initial public offering in March 2019, we adopted a new policy that became effective on January 1, 2020. The director compensation policy that was effective for the 2019 fiscal year consisted of the following elements:

  36. Fiscal 2019 Non-Employee Director Compensation

    | Description of Non-Employee Director Compensation For Fiscal Year 2019 | Amount | | One-Time RSU Grant for New Directors* | $800,000 | | Annual RSU Grants for Committee Members: | | | Audit Committee Chair | $35,000 | | Compensation Committee Chair | $25,000 | | Nominating and Governance Committee Chair | $25,000 | | Non-Chair Audit Committee Member | $20,000 | | Non-Chair Compensation Committee Member | $15,000 | | Non-Chair Nominating and Governance Committee Member | $15,000 |

  37. Fiscal 2019 Non-Employee Director Compensation

    * Directors who received One-Time RSU Grants received no additional RSU grants or cash retainers, except for service as a committee member or chair; Dr. Sugar received an initial grant upon his appointment in 2018 and will not receive any RSU grants or cash retainers for his role as Chairperson of the Board or as an independent director, other than cash retainers for his service on a committee, until 2021. In 2019, we did not make any equity grants to any director who was a founder, former employee, or elected to represent one of our stockholders (each, an “Affiliated Director”). We did not pay meeting fees. We did offer reimbursements to our directors for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of our board of directors and committees. Director Compensation The following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2019.

  38. Fiscal 2019 Non-Employee Director Compensation

    | Name | Total ($)(1) | | Ronald Sugar | $30,119(2) | | Ursula Burns | $18,061(3) | | Garrett Camp(4) | — | | Matt Cohler(4)(5) | — | | Ryan Graves(4)(5) | — | | Arianna Huffington(5) | — | | Travis Kalanick(4)(5) | — | | Wan Ling Martello | $25,860(6) | | Yasir Al-Rumayyan(4) | — | | John Thain | $13,700(7) | | David Trujillo(4) | — |

  39. Fiscal 2019 Non-Employee Director Compensation

    | The amounts reflect the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 based on the market price of the shares subject to the award on the date of grant. The grant date fair value of these RSUs was $51.31, the 409A value of the awards on the grant date of March 28, 2019. The following reflects the aggregate number of outstanding equity awards held by our non-employee directors as of December 31, 2019: Dr. Sugar, 31,127; Ms. Burns, 6,151; Ms. Martello, 5,126; and Mr. Thain, 6,151.(1) |

  40. Fiscal 2019 Non-Employee Director Compensation

    | These RSUs were granted in recognition of Dr. Sugar’s service as chairperson of our Nominating and Governance Committee and vested on December 31, 2019; Dr. Sugar received an initial grant upon his appointment in 2018 and will not receive any RSU grants or cash retainers for his role as Chairperson of the Board or as an independent director, other than cash retainers for his service on a committee, until 2021.(2) |

  41. Fiscal 2019 Non-Employee Director Compensation

    | These RSUs were granted in recognition of Ms. Burns’s service as a non-chair member of our Nominating and Governance Committee and vested on December 31, 2019.(3) |

  42. Fiscal 2019 Non-Employee Director Compensation

    | These directors were Affiliated Directors and received no compensation for 2019.(4) |

  43. Fiscal 2019 Non-Employee Director Compensation

    | These directors left the board in 2019 and received no compensation for 2019.(5) |

  44. Fiscal 2019 Non-Employee Director Compensation

    | These RSUs consist of two grants. 152 RSUs were granted in recognition of Ms. Martello’s service as a non-chair member of our Audit Committee in 2018 and vested immediately upon grant. The remaining 352 of these RSUs were granted in recognition of Ms. Martello’s service as a non-chair member of our Nominating and Governance Committee and vested on December 31, 2019.(6) |

  45. Fiscal 2019 Non-Employee Director Compensation

    | These RSUs were granted in recognition of Mr. Thain’s service as chair of our Audit Committee in 2018 and vested immediately upon grant.(7) |

  46. Fiscal 2020 Non-Employee Director Compensation

    Fiscal 2020 Non-Employee Director Compensation The Director Compensation Policy approved in March 2019 and effective as of January 1, 2020 is intended to reward our directors for their experience and performance, motivate them to achieve our long-term strategic goals, and help align our director compensation program with those of other leading U.S.-based publicly traded companies. We intend to periodically evaluate our Director Compensation Policy as part of our regular reviews of our overall compensation strategy. Under our new Director Compensation Policy, annual compensation for non- employee directors consists of the following elements:

  47. Fiscal 2020 Non-Employee Director Compensation

    | Description of Non-Employee Director Compensation Effective January 1, 2020 | Amount | | Cash Retainer for All Directors(1)(2) | $50,000 | | Annual RSU Grant for All Directors(2) | $250,000 | | Committee Additional Cash Retainer:(1) | | | Audit Committee Chair | $35,000 | | Compensation Committee Chair | $25,000 | | Nominating and Governance Committee Chair | $25,000 | | Non-Chair Audit Committee Member | $20,000 | | Non-Chair Compensation Committee Member | $15,000 | | Non-Chair Nominating and Governance Committee Member | $15,000 | | Chairperson of the Board Additional Cash Retainer(1)(2) | $200,000 |

  48. Fiscal 2020 Non-Employee Director Compensation

    | Paid on a quarterly basis.(1) |

  49. Fiscal 2020 Non-Employee Director Compensation

    | The new Director Compensation Policy is not effective with respect to Dr. Sugar, our independent Chairperson of the Board, until January 1, 2021. Dr. Sugar received an initial grant upon his appointment in 2018 and will not receive any RSU grants or cash retainers for his role as Chairperson of the Board or as an independent director, other than cash retainers for his service on a committee, until 2021.(2) |

  50. Fiscal 2020 Non-Employee Director Compensation

    | Name | Age | Position | | Dara Khosrowshahi | 50 | Chief Executive Officer and Director | | Nelson Chai | 54 | Chief Financial Officer | | Jill Hazelbaker | 38 | Senior Vice President, Marketing and Public Affairs | | Nikki Krishnamurthy | 48 | Senior Vice President and Chief People Officer | | Thuan Pham | 52 | Chief Technology Officer | | Derek Anthony West | 54 | Chief Legal Officer and Corporate Secretary |

  51. Fiscal 2020 Non-Employee Director Compensation

    | 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. |

  52. CEO Compensation

    CEO Compensation In September 2017, as part of our effort to transform Uber from a founder-led, private company into a world class, highly regarded publicly traded company, our board of directors appointed Dara Khosrowshahi as our Chief Executive Officer. Previously, he was the Chief Executive Officer of Expedia Group, Inc., an online global travel services company with a market capitalization of over $22 billion at the time of his departure. In order to incentivize Mr. Khosrowshahi to join Uber, and make up for his foregone compensation opportunity with Expedia, the board approved a compensation package that included an option award and a sign-on RSU award as part of his employment agreement. The board felt that these awards were necessary given the challenges that Uber faced in 2017 and the critical role that he would play in Uber’s transformation plan. The option award was granted in September 2017, with 70% of the award being based on the achievement of a company equity valuation of or exceeding $120 billion over 90 consecutive trading days, and the remaining 30% of the award vesting annually over 5 years. The sign-on RSU award was designed as two grants of $27.5 million in RSUs made over a two year period, each of which would vest one year from the grant date. The first grant was made in July of 2018, and the second grant was made in July of 2019, both of which were subject to Mr. Khosrowshahi’s continued employment as CEO. This approach was considered to be in the best interest of the Company and was designed to better align Mr. Khosrowshahi’s interests with those of our stockholders. The main components of Mr. Khosrowshahi’s annual target compensation have remained unchanged since he joined Uber in 2017, as illustrated in the charts below. * The amounts reflect the full value of the Performance-based Equity on the date of grant, which differs from the accounting grant date value. For more information, please refer to Notes 1, 2, and 4 under the Summary Compensation Table beginning on page 61 of this proxy statement.

  53. Compensation Structures and Incentive Program Links to Strategy

    Compensation Structures and Incentive Program Links to Strategy As illustrated in the charts below, our primary focus in compensating executives is on the long-term elements of target total direct compensation. Under the executive compensation program, over 90% of Mr. Khosrowshahi’s 2019 target total direct compensation (excluding his sign-on RSU award) was variable and at risk, and on average, over 80% was variable and at risk for our other NEOs.

  54. Compensation Structures and Incentive Program Links to Strategy

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  55. Compensation Structures and Incentive Program Links to Strategy

    The Compensation Committee aims to align executive interests with long-term stockholder value creation and to link compensation to the key drivers of our business. Annually, they review individual executive officer compensation, including our cash-based and equity-based incentive compensation programs, to ensure that the interests of our senior management team continue to align with those of our stockholders.

  56. Compensation Structures and Incentive Program Links to Strategy

    | Compensation Type | Objectives & Determination Factors | Link to Strategy & Performance Alignment | | Base Salary | · Based upon value in the marketplace and criticality of the role · Individual’s skills, experience, and performance | · Provides fixed source of compensation for day- to-day responsibilities | | Annual Cash Bonus | · Provides variable compensation, while focusing executives on annual objectives that support Uber’s value creation and long-term strategy · Target awards based on competitive marketplace, internal equity, and level of experience · Actual awards based on individual and company performance | · The Compensation Committee measures performance across various critical metrics that align with the interests of our stockholders and other key stakeholders, including customers, employees, and communities in which we operate 2019 Performance was measured against the following: 1. Key Financial Metrics: Gross Bookings Adjusted Net Revenue Adjusted EBITDA 2. Strategic Priorities: Completing Uber’s IPO Executing constructive M&A opportunities Moving Uber’s big bets 3. Company-wide Objectives: Power the Platform: Increase monthly active platform customers, and increase customer engagement Stand for Safety: Improve safety, and increase transparency Global Expansion: Unlock new countries and products, and identify additional opportunities for strategic transactions Road to Profitability: Improve unit economics and Adjusted EBITDA One Uber: Model and reinforce cultural norms (e.g., D&I) Additionally, the Committee also reviewed Individual Performance and Contributions |

  57. Compensation Structures and Incentive Program Links to Strategy

    | Equity Incentives · Time-based RSUs · Performance-based RSUs | · Encourages executive retention, and reinforces the need for long-term sustained financial performance · Encourages equity ownership, and aligns the interests of executives and stockholders · Equity awards based on competitive marketplace, level of executive, internal equity, and performance of executive | · Time-based RSUs generally vest over 4 years, encouraging executive retention, and reinforcing commitment to our long-term success · Performance-based RSUs are earned over a 3-year performance period. Actual earned performance-based RSUs are determined based on achievement of the Compensation Committee approved financial and strategic metrics. Fiscal 2019’s performance-based RSUs were aligned to: o Gross Bookings o Core Platform Contribution* o Adjusted EBITDA o D&I |

  58. Compensation Structures and Incentive Program Links to Strategy

    | In the third quarter of 2019, we changed the presentation of our reportable segments and separated our Rides and Eats results. We also renamed the segment operating performance measure Contribution to Segment Adjusted EBITDA. The previously reported Core Platform Contribution profit (loss) equals the sum of the adjusted EBITDA results of the separate Rides and Eats segments.* |

  59. Compensation-Setting Governance and Process

    | Compensation Committee | · Reviews and approves individual executive compensation decisions, including new hire packages and employment agreements for new executive officers · Responsible for evaluating and managing our executive compensation philosophy and programs, overseeing decisions regarding specific equity-based compensation plans, programs, and grants · Reviews, at least annually, the selection of companies in our peer group to determine the competitiveness of executive officer and non-employee director compensation programs · Conducts annual reviews and approves (or, if applicable, makes recommendations to our board of directors regarding the adoption and approval of) our cash-based and equity-based incentive compensation plans, programs, and arrangements for our executive officers and non-employee directors · Oversees the annual review of the individual and corporate goals and objectives applicable to the compensation of our executive officers | | Management | Chief Executive Officer · Reviews salary, bonuses, and other compensation for our executive officers (other than himself) · Determines performance goals and objectives, and negotiates new hire packages and employment agreements for new executive officers · Reviews market data gathered by our compensation consultants, and Company operating data when making executive officer compensation recommendations to our Compensation Committee |

  60. Compensation-Setting Governance and Process

    | January-March Prior-year Performance & Incentive Payouts: · Engage in robust discussions with management regarding both company-wide and individual executive performance for the prior fiscal year · Approve executive officer incentive payouts based on the CEO’s review and recommendations, as well as approve the CEO incentive payouts Current-year Compensation & Performance Goals: · Approve current-year equity annual budget, as well as company-wide and individual executive performance goals · Approve executive officer target compensation levels based on the CEO’s recommendations, as well as approve the CEO’s target compensation |

  61. Compensation-Setting Governance and Process

    | September-October · Review and approve compensation consultant’s report of selected companies in recommended peer group to assess the competitiveness of executive and Board of Director pay practices and prevalence · Review Management’s Compensation Risk Assessment Report (including both executive and broad-based programs) · Review compensation consultant’s report on executive compensation market trends and any updates on compensation governance | March-December · Throughout the fiscal year, evaluate year-to-date performance against company-wide and individual goals and objectives · As needed, review and approve employment agreements, new hire packages, and any equity grants · Oversee decisions regarding specific equity-based compensation plans, programs, and grants · Evaluate company-wide attrition and job offer acceptance rates · Evaluate senior leadership and conduct succession planning |

  62. Compensation-Setting Governance and Process

    | · | the pay mix between fixed pay (i.e., base pay) and at-risk incentives (i.e., annual bonuses and long-term incentives); |

  63. Compensation-Setting Governance and Process

    | · | compensation levels offered to executives employed by companies in our peer group. |

  64. Creation of Our Peer Group of Companies and Use of Market Compensation Data

    Creation of Our Peer Group of Companies and Use of Market Compensation Data Our compensation consultants prepared a comparator group report for our Compensation Committee, which we refer to as the Peer Group Report. The 2019 Peer Group Report recommended no changes to our existing peer group for purposes of evaluating executive officer compensation in 2019. The peer group included other U.S.-based publicly traded and privately held companies in related industries and prioritized companies that share similar business dynamics with us. The following companies represent the peer group we used in assessing compensation competitiveness for 2019:

  65. Creation of Our Peer Group of Companies and Use of Market Compensation Data

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

  66. Creation of Our Peer Group of Companies and Use of Market Compensation Data

    This peer group represents a portfolio of companies, some of which are much smaller than Uber and some much larger, but generally represents companies with similar business dynamics and regulatory challenges, and those with which we aggressively compete for talent. While Uber’s revenue and market capitalization are positioned at approximately the median of this portfolio of companies, a primary factor considered was our actual experience in the talent market for executive officers. Recognizing their scale relative to us, our five largest peers are consistent, direct talent competitors and, as such, the Compensation Committee agreed that it was important to include them in the peer group but balanced out with smaller talent competitors. Further, the Compensation Committee also references, as a touchstone and without specifically benchmarking to any given level, compensation data of other broader technology and consumer companies to better understand our competitive positioning. While the Compensation Committee considers peer data to be a helpful reference to assess the competitiveness and appropriateness of our executive compensation program, it applies its own business judgment and experience to determine individual compensation and does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. We expect that our executive compensation program may change as our business and needs evolve, and as we continue to align our overall executive compensation philosophy and program with those of other leading U.S. publicly-traded companies. Our Compensation Committee will continue to work with our Chief Executive Officer and our compensation consultants to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group.

  67. 2019 Executive Compensation Program Components

    | Employment Agreements. Each NEO’s employment agreement generally has no specific term and provides for at-will employment. The employment agreements also set forth each NEO’s initial base salary, eligibility for an annual cash incentive opportunity, certain employee benefits, the terms of certain equity grants, and, in some cases, accelerated vesting of equity awards and/or severance benefits upon a qualifying termination of employment. The key terms of employment with each of our NEOs are described below, and any potential payments and benefits due upon a termination of employment or change in control are described and quantified above in the section titled “—Potential Payments Upon Termination or Change in Control.” Base Salary. We provide base salary as a fixed source of compensation for our executive officers for their day-to-day responsibilities, allowing them a degree of certainty in the face of having a meaningful portion of their compensation at risk in the form of equity awards and bonuses contingent on the achievement of specific performance objectives. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that, in certain circumstances, can help attract and retain the highest level of talented and experienced executive officers. Initial base salaries for our executive officers were established primarily based on individual negotiations with the executive officers when they joined us. In determining compensation for our executive officers, we considered compensation opportunities that these executive officers were foregoing from their prior employers, salaries | provided to executive officers in similar roles of our peer companies, each executive officer’s anticipated role criticality relative to others at our company, and the determination by our Compensation Committee, Chief Executive Officer, and compensation consultants of the essential need to attract and retain these executive officers. Annual Cash Bonus. Our executive annual cash bonus program creates a direct relationship between individual bonus amounts and key business performance measures that align with the interests of our key stakeholders. Each year, the Compensation Committee establishes a target bonus amount for each executive officer. The actual bonuses earned by each executive officer are conditioned upon the achievement of certain individual and company-wide performance goals established by the Compensation Committee, which may differ for each executive officer. Following the close of the fiscal year, the Compensation Committee conducts a comprehensive review of the level of attainment of company-wide and individual performance goals and determines the amount of bonus earned by each executive officer, subject to adjustment or elimination, if deemed appropriate at the Compensation Committee’s discretion. This approach ensures comprehensive measurement of performance, which is critical given the pace of change and the importance of innovation and agility in the market in which we operate. In determining the actual bonuses earned by each executive officer, the Compensation Committee assessed our Key Financial Metrics and Strategic Priorities relative to our financial plan, long-term strategic plan, and external expectations. |

  68. Individual NEO Performance Highlights

    | Name | Target Incentive | FY19 Incentive Payout | | Dara Khosrowshahi | $2,000,000 | $2,000,000 | | Nelson Chai | $800,000 | $1,200,000 | | Jill Hazelbaker | $450,000 | $1,000,000 | | Nikki Krishnamurthy | $500,000 | $1,000,000 | | Thuan Pham | $375,000 | $562,500 | | Barney Harford(1) | $583,333 | $583,333 | | Manik Gupta(2) | $375,000 | $0 |

  69. Individual NEO Performance Highlights

    | Effective July 31, 2019, Mr. Harford separated from Uber. Per Mr. Harford’s separation agreement, this is a prorated bonus based on time worked during the Plan Year that was reviewed and approved by the Compensation Committee.(1) |

  70. Individual NEO Performance Highlights

    Equity Compensation. We have historically used equity incentives as a key component of our total compensation package for executive officers. Consistent with our compensation objectives, we believe this approach allows us to attract and retain the highest level of talented and experienced executive officers, aligns our executive officer incentives with the long-term interests of our company and our stockholders, and focuses our executive officers on achieving our strategic goals and furthering our mission. Generally, the Compensation Committee reviews and approves annual equity awards for our NEOs in January, and awards are granted in March. In determining the form, size, frequency, and material terms of executive equity awards, our Compensation Committee customarily considered, among other things, each executive officer’s role criticality relative to others at our company, company and individual performance, the equity awards provided to executive officers in similar roles of our peer companies, and the determination of our Compensation Committee, Chief Executive Officer, and compensation consultants of the essential need to retain these executive officers. In 2019, equity granted to our NEOs generally consisted of time-based RSU grants and/or performance-based RSU grants, as follows:

  71. Individual NEO Performance Highlights

    | Because the accounting grant date for a performance-based equity award occurs when performance targets are approved and the terms of the grant become certain, and we approve performance targets in each of the fiscal years 2019, 2020, and 2021, performance-based equity values in this column differ from what is included in the Summary Compensation Table.(1) |

  72. Individual NEO Performance Highlights

    | Under the terms of Mr. Chai’s employment agreement, he did not receive an equity award in 2019.(2) |

  73. Individual NEO Performance Highlights

    | Ms. Hazelbaker received an annual equity grant of $3,000,000 in time-based RSUs. In addition, as a result of taking on the additional responsibilities of Uber’s marketing organization, she received a one-time grant of $5,000,000 in time-based RSUs.(3) |

  74. Individual NEO Performance Highlights

    | Upon Mr. Harford’s separation (effective July 31, 2019), the above equity grants were forfeited.(4) |

  75. Individual NEO Performance Highlights

    Time-based RSU Grants. Time-based RSUs are granted to our executives in recognition of the prior year’s performance, as well as to encourage retention, and to align equity ownership with our stockholders. RSUs granted in 2019 to our non-CEO NEOs (other than Mr. Gupta) generally vest over four years, with the first tranche vesting after one year, and monthly thereafter. RSUs granted in 2019 to Mr. Gupta were reflective of his new role as Chief Product Officer, as well as his annual equity grant, and vest monthly over four years, with 10% in the first year, and 30% vesting in each of the remaining three years. Time-based RSUs granted in 2019 to the CEO vest 25% per year over four years. Performance-based RSU Grants. Performance-based RSUs are granted to certain executive officers to drive the achievement of key financial, operational, and strategic objectives, which aligns the interests of our executives and stockholders. These performance-based RSUs vest, based on the achievement of specified targets, at the end of the three-year performance period, and the recipients can only earn up to the target amount (i.e., 0-100%). The Compensation Committee approved the design illustrated below for our executive performance- based equity. 25% of the award will be evaluated against three financial measures: Gross Bookings, Core Platform Contribution, and Adjusted EBITDA for 2019 (the first measurement period within FY19-FY21), and 25% of the award will be measured based on the performance of certain D&I measures over a single three-year performance period. Following each measurement period within the three-year performance period, 0-100% of the RSUs associated with that year’s performance will either be deemed eligible to vest, or be forfeited based on actual performance. RSUs deemed eligible to vest, will vest at the end of the three-year performance period. We believe this design is appropriate given the difficulty in forecasting multi-year financial performance in light of our recent transition to being a publicly traded company operating in an extremely dynamic set of competitive markets, and it allows the company to maintain flexibility in the evolving industry in which we operate. Targets for each fiscal year within the three-year performance period will be established at the beginning of the fiscal year based on Board-approved financial plans and up-to-date market conditions.

  76. FY19-FY21 Performance-based RSU Design

    FY19-FY21 Performance-based RSU Design We do not disclose the actual targets pertaining to our performance equity program because we do not otherwise disclose this information, and we believe it would cause competitive harm to do so in this proxy statement. Consistent with financial targets that are communicated to stockholders, performance targets were set at levels necessary to drive stockholder value. We believe that the above mentioned non-GAAP financial measures are useful to investors both because they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional investors and the analyst community to help them analyze the health of our business. Additionally, from our corporate offices to Drivers who use our platform across the globe, diversity is one of our greatest priorities. In connection with this focus, we have incorporated D&I goals in the key metrics we use to evaluate the performance of our NEOs and to determine executive compensation. These D&I key performance indicators include growth in the global percentage of women at Uber’s manager level and above and growth in the percentage of U.S. underrepresented minority employees at the senior analyst level and above.

  77. Performance-based RSU Results for FY19-FY21

    Performance-based RSU Results for FY19-FY21 Uber is committed to continuing to work towards delivering against the commitments that we’ve made to our stockholders, and in an effort to do so, for fiscal 2019 we set aggressive goals for our executives. Fiscal 2019 was a milestone year for Uber on many levels. We surpassed our internal goals on both Core Platform Contribution, as well as Adjusted EBITDA, and although we achieved $65 billion in Gross Bookings, up 35% year-over-year on a constant currency basis, we slightly missed our internal Gross Bookings goal. As a result, a total of 84.4% out of 100% of the fiscal 2019 portion of the FY19-FY21 award becomes eligible to vest following the three-year performance period, and the remainder is forfeited.

  78. Performance-based RSU Results for FY19-FY21

    | FY19 Performance Measures and Results | | | Summary of Earned Performance-based RSUs | | | | Performance Measures | Results | % Earned(1) | | Khosrowshahi | Krishnamurthy | | Gross Bookings | $65,001 | 53.3% | FY19-FY21 Performance RSUs(2) | 146,990 | 35,278 | | Core Platform Contribution | $699 | 100% | FY19 Measurement Period RSUs | 36,748 | 8,820 | | Adjusted EBITDA | ($2,725) | 100% | RSUs earned(1) | 31,024 | 7,446 | | Total % Earned | | 84.4% | RSUs forfeited | (5,723) | (1,374) | | D&I: | | | | | | | · % of Women at L5 level and above | Measured at the end of the | | FY19-FY21 D&I Measure RSUs(3) | 36,748 | 8,820 | | · % of Underrepresented employees at L4 level and above | 3-year performance period | | | | |

  79. Performance-based RSU Results for FY19-FY21

    | Reflects the number of performance-based RSUs determined to be eligible to vest following the three-year performance period.(1) |

  80. Performance-based RSU Results for FY19-FY21

    | Performance measurements for the remaining 50% of the FY19-FY21 performance RSUs will be determined in each respective fiscal year.(2) |

  81. Performance-based RSU Results for FY19-FY21

    | Performance of the D&I measure representing 25% of the FY19-FY21 performance RSUs will be determined at the end of the three-year performance period.(3) |

  82. Performance-based RSU Results for FY19-FY21

    In light of the COVID-19 pandemic, the Compensation Committee may reevaluate the performance goals and incentives associated with our executive incentive program later in 2020 when more information regarding the impact of the pandemic is known. We will communicate any material changes in accordance with applicable disclosure obligations.

  83. Other Benefits

    | Employee Benefits. We provide health, dental, vision, life, and disability insurance benefits to our executive officers, on the same terms and conditions as provided to all other eligible U.S. employees. Our executive officers may also participate in our broad-based 401(k) plan, which currently does not include a company match or discretionary contribution. We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining the highest level of talented and experienced executive officers. Security. Ensuring the safety and security of our employees, including our executive officers, is highly important to us. We provide business-related and personal security services, including certified protection officers, secure meeting spaces and lodging, and residential security, to our executive officers as our security team deems necessary and appropriate. None of these security related costs constitute taxable income for our executive officers. Although we view the security services provided as necessary and appropriate business expenses, we have reported certain costs to the Company of these services in the “All Other Compensation” column of the 2019 Summary Compensation Table below. Use of Aircraft and Cars. Our executive officers can charter aircraft for business purposes and limited personal travel, and we also cover certain commuting and other personal transportation costs for our executive officers. These perquisites are intended to minimize distractions, further ensure the safety of our executives, and enhance productivity while our executive team pursues our mission of setting the world in motion through our products and technology. Any personal use of aircraft and cars paid for by the Company is reported in the 2019 Summary Compensation Table below. | Relocation Assistance. We believe that the best ideas can come from anywhere. To enable us to attract the highest level of talented and experienced executive officers, certain of our executive officers are eligible to receive or have received relocation assistance when necessary or appropriate, including travel, commuting, and temporary housing costs and reimbursement of moving costs. We also generally offer a tax gross-up to employees, including our executive officers for these payments. Relocation expenses incurred in 2019 are reported in the 2019 Summary Compensation Table below. Post-employment Compensation. Prior to our IPO, in hiring our executives, we recognized that many of our desired candidates were leaving the security of employment with companies where they had existing severance and change in control compensation benefits. Accordingly, we sought to develop compensation packages that could attract the highest level of talented and experienced executive officers while being sensitive to the need to integrate new executive officers into our existing executive compensation structure. To achieve this balance, we approved severance benefits for certain NEOs in the event of their involuntary terminations of employment, including in connection with a change in control. In March 2019, our Compensation Committee adopted our 2019 Executive Severance Plan (the “Executive Severance Plan”). The Compensation Committee administers the Executive Severance Plan and designates employees who are eligible to participate. Each of our executive officers is expected to participate in the Executive Severance Plan, in some cases with modifications to address individual circumstances. If a participant in the Executive Severance Plan is terminated by us without cause or resigns for good reason (each as defined in the Executive Severance Plan), and the participant executes and does not revoke a release in our favor, the participant will be eligible for the following benefits (unless modified pursuant to the participant’s employment or other participation agreement): |

  84. Tax and Accounting Considerations

    | Deductibility of executive compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) denies a publicly- traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer, and the next three highly compensated executive officers. The regulations under Section 162(m) provide us, as a new publicly-traded company, transition relief from the $1 million deduction limitation until our first stockholders meeting at which directors are elected in the year that is three years following our IPO. Our Compensation Committee will continue to monitor regulatory developments and consider the potential effects of Section 162(m) of the Code on the deductibility of compensation paid to our executives. Although our Compensation Committee is mindful of the benefits of tax deductibility when determining executive compensation, we believe that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives. As such, we have not adopted a policy that requires that all compensation be deductible; however, we intend to continue to compensate our executive officers in a manner that is fair, competitive, and in the best interests of our company and our stockholders. | Taxation of “parachute” payments and deferred compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code. We have not agreed to provide our executive officers, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 4999 or Section 409A of the Code. Accounting treatment. The accounting impact of our executive compensation program is one of many factors that are considered in determining the size and structure of our executive compensation program, so that we can ensure that it is reasonable and in the best interests of our stockholders. |

  85. Summary Compensation Table

    Summary Compensation Table

  86. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Dara Khosrowshahi | | | | | | | | | | Chief Executive Officer & Director | 2019 | $1,000,000 | $2,000,000 | $37,434,334(2) | $0 | $0 | $1,993,899(3) | $42,428,233 | | | 2018 | $1,000,000 | $2,000,000 | $40,133,692(2)(4) | $0 | $0 | $2,197,010(5) | $45,330,702 | | Nelson Chai | | | | | | | | | | Chief Financial Officer | 2019 | $800,000 | $1,200,000 | $0(6) | $0 | $0 | $484,796(7) | $2,484,796 | | | 2018 | $250,000(8) | $429,589(8) | $17,763,517 | $9,225,000 | $0 | $285,824(9) | $27,953,930 | | Jill Hazelbaker | | | | | | | | | | SVP, Marketing and Public Affairs | 2019 | $1,500,002 | $1,000,000 | $8,002,285 | $0 | $0 | $0 | $10,502,287 | | Thuan Pham | | | | | | | | | | Chief Technology Officer | 2019 | $491,667 | $562,500 | $8,499,961 | $0 | $0 | $0 | $9,554,127 | | | 2018 | $416,667(10) | $825,000(11) | $7,499,979 | $3,930,000 | $0 | $0 | $12,671,646 | | Nikki Krishnamurthy | | | | | | | | | | SVP & Chief People Officer | 2019 | $500,000 | $1,000,000 | $2,381,220 | $0 | $0 | $302,062(12) | $4,183,282 | | | 2018 | $125,000 | $252,055 | $5,573,222 | $3,658,000 | $0 | $74,177(13) | $9,682,454 | | Barney Harford | | | | | | | | | | Former Chief Operating Officer | 2019 | $291,667(14) | $583,333(14) | $4,960,845(15) | $0 | $0 | $1,771,892(16) | $7,607,737 | | | 2018 | $500,000 | $1,000,000 | $26,272,355 | $19,581,250 | $0 | $260,720(17) | $47,614,325 | | Manik Gupta | | | | | | | | | | Former Chief Product Officer | 2019 | $500,000 | $0 | $9,567,000 | $0 | $0 | $127(18) | $10,067,127 |

  87. Summary Compensation Table

    | Except as described in Notes 2 and 4, the reported amounts reflect the grant date fair value of RSUs calculated in accordance with FASB ASC Topic 718. Because the grant date for a performance-based award occurs for accounting purposes when performance targets are approved, and our 2019 performance- based RSU awards contain performance targets that are approved at the beginning of our 2019, 2020, and 2021 fiscal years based on up-to-date market conditions, for those awards the values in this column include the following for 2019: 50% of the total 2019 performance-based RSUs (i.e., 25% representing the 2019 targets approved for Gross Bookings, Core Platform Contribution, and Adjusted EBITDA, and 25% representing the D&I goals approved for 2019- 2021). We expect to include the value of the remaining 50% of the 2019 performance-based RSUs in the Summary Compensation Tables in 2020 (for 25% of the award) and in 2021 (for 25% of the award) following the approval of 2020 and 2021 targets. For more information regarding the assumptions we used to calculate the grant date fair values for RSUs and performance-based RSUs, see the heading “Stock Based Compensation Expense” in Note 11 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2019.(1) |

  88. Summary Compensation Table

    | In accordance with FASB ASC Topic 718, and based on the terms of Mr. Khosrowshahi’s employment agreement dated August 30, 2017, the accounting grant date of Mr. Khosrowshahi’s sign-on RSU award was August 30, 2017. In order to reflect the economic value received by Mr. Khosrowshahi when the number of his sign-on RSUs were determined and the RSUs were legally granted (July 31, 2018 and July 22, 2019), the amounts reported for these RSUs in 2018 and 2019 of $27,499,963 and $27,512,554, respectively, were based on the fair value of the RSUs on the legal grant date. Such grants are identified in the “Outstanding Equity Awards as of December 31, 2019” table below.(2) |

  89. Summary Compensation Table

    | Includes reimbursements for relocation expenses in the amount of $2,633, a related tax gross-up payment of $2,016, and a premium of $127 for long-term disability insurance. Also includes costs incurred for Mr. Khosrowshahi’s security and personal safety, including $1,392,569 for costs we incurred related to Mr. Khosrowshahi’s business and personal travel in Uber-provided vehicles and $596,554 in business and personal security costs for Mr. Khosrowshahi, including the installation and maintenance of required security measures for Mr. Khosrowshahi’s personal residences.(3) |

  90. Summary Compensation Table

    | Mr. Khosrowshahi’s employment agreement dated August 30, 2017 provided for an initial RSU award of which 50% vests annually over four years and 50% vests upon the achievement of certain performance milestones that were approved on May 8, 2018. Pursuant to FASB ASC Topic 718, the accounting grant date of the 50% service vested portion of the award was August 30, 2017, and the accounting grant date of the performance-based portion was May 8, 2018, when the performance targets were approved. In order to reflect the economic value received by Mr. Khosrowshahi when his sign-on RSU award was legally granted, the full award value is reported in this table in 2018 when the award was legally granted (May 8, 2018). The amount reported for this RSU award of $12,633,728 is based on the fair value of the RSUs on the legal grant date. Such grant is identified in the “Outstanding Equity Awards as of December 31, 2019” table below.(4) |

  91. Summary Compensation Table

    | Includes reimbursements for relocation expenses, temporary housing costs, and commuting expenses in the amount of $89,000, plus a related tax gross- up payment of $98,357. Also includes a premium of $127 for long-term disability insurance, business and personal security costs for Mr. Khosrowshahi in the aggregate amount of $2,009,526, and de minimis amounts for his personal travel on charter flights.(5) |

  92. Summary Compensation Table

    | Consistent with the terms of Mr. Chai’s employment agreement, he did not receive an equity award in 2019.(6) |

  93. Summary Compensation Table

    | Includes reimbursements for temporary housing costs and commuting expenses in the amount of $181,246, plus a related tax gross-up payment of $165,667. Also includes $137,882 in business and personal security expenses.(7) |

  94. Summary Compensation Table

    | Mr. Chai was appointed as our Chief Financial Officer in September 2018. Accordingly, his salary and bonus reflect prorated amounts for 2018.(8) |

  95. Summary Compensation Table

    | Includes reimbursements for temporary housing costs and commuting expenses in the amount of $123,387, plus a related tax gross-up payment of $144,729. Also includes $17,708 in business and personal security expenses.(9) |

  96. Summary Compensation Table

    | Amount reflects an annual salary of $250,000 through February 28, 2018 and of $450,000 commencing March 1, 2018.(10) |

  97. Summary Compensation Table

    | Includes $150,000 representing a retention bonus approved by our Compensation Committee in 2017.(11) |

  98. Summary Compensation Table

    | Includes reimbursements for relocation expenses, temporary housing costs, and commuting expenses in the amount of $165,554, plus a related tax gross-up payment of $136,509.(12) |

  99. Summary Compensation Table

    | Includes reimbursements for relocation expenses, temporary housing costs, and commuting expenses in the amount of $34,136, plus a related tax gross-up payment of $40,041.(13) |

  100. Summary Compensation Table

    | Effective July 31, 2019, Mr. Harford separated from Uber. As such, his salary and bonus reflect prorated amounts for 2019.(14) |

  101. Summary Compensation Table

    | Upon Mr. Harford’s separation the above equity grant was forfeited.(15) |

  102. Summary Compensation Table

    | Includes reimbursements for temporary housing costs in the amount of $4,465, plus a related tax gross-up payment of $2,927, and $39,500 in business and personal security expenses. Also includes 10 months of his 12 month cash severance in the amount of $625,000 and supplemental benefits in the amount of $1,000,000.(16) |

  103. Summary Compensation Table

    | Includes a reimbursement for temporary housing costs in the amount of $40,236, plus a related tax gross-up payment of $31,347. Also includes $189,137 in business and personal security expenses.(17) |

  104. Summary Compensation Table

    | Includes a premium of $127 for long-term disability insurance.(18) |

  105. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table shows all plan-based awards granted to our NEOs during 2019. The equity awards granted during 2019 identified in the table below are also reported below in “—Outstanding Equity Awards as of December 31, 2019.” For additional information regarding incentive plan awards, please refer to “—Employee Benefits and Stock Plans” below.

  106. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date(1) | Approval Date | Target ($) | Threshold (#) | Target (#) | | | | Dara Khosrowshahi | | | | | | | | | | — | 2/24/2019 | 2,000,000 | | | | | | | 7/22/2019 | — | | | | 629,722 | $27,512,554(4) | | | 4/14/2019 | 2/24/2019 | | — | — | 146,989 | $6,614,505 | | | 4/14/2019 | 2/24/2019 | | 18,374 | 73,495 | — | $3,307,275 | | Nelson Chai | | | | | | | | | | — | — | | — | — | — | $0 | | | — | — | | — | — | — | $0 | | Jill Hazelbaker | | | | | | | | | | 3/1/2019 | 1/28/2019 | | — | — | 70,555 | $2,999,999 | | | 8/1/2019 | 7/22/2019 | | — | — | 114,495 | $5,002,287 | | Thuan Pham | | | | | | | | | | 3/1/2019 | 1/28/2019 | | — | — | 199,905 | $8,499,961 | | Nikki Krishnamurthy | | | | | | | | | | 4/14/2019 | 1/28/2019 | | — | — | 35,277 | $1,587,465 | | | 4/14/2019 | 1/28/2019 | | 4,410 | 17,639 | — | $793,755 | | Manik Gupta | | | | | | | | | | 1/28/2019 | — | | — | — | 225,000 | $9,567,000 | | Barney Harford | | | | | | | | | | 4/14/2019 | 1/28/2019 | | — | — | 73,494 | $3,307,230 | | | 4/14/2019 | 1/28/2019 | | 9,187 | 36,747 | — | $1,653,615 |

  107. Grants of Plan-Based Awards Table

    | The vesting schedule applicable to each award is set forth in the “—Outstanding Equity Awards as of December 31, 2019” table.(1) |

  108. Grants of Plan-Based Awards Table

    | Except where indicated, there are no threshold levels applicable to our equity incentive plan awards listed in this table, and none of our equity incentive plan awards contain maximum levels.(2) |

  109. Grants of Plan-Based Awards Table

    | Except as described in Note 4, the reported amounts reflect the grant date fair value of shares underlying stock awards and stock options, calculated in accordance with FASB ASC Topic 718. Because the grant date for a performance-based award occurs for accounting purposes when performance targets are approved, and our 2019 performance-based RSU awards contain performance targets that are approved at the beginning of our 2019, 2020, and 2021 fiscal years based on up-to-date market conditions, for those awards the values in this table include the following for 2019: 50% of the total 2019 performance- based RSUs (i.e., 25% representing the 2019 targets approved for Gross Bookings, Core Platform Contribution, and Adjusted EBITDA, and 25% representing the D&I goals approved for 2019-2021).(3) |

  110. Grants of Plan-Based Awards Table

    | In accordance with FASB ASC Topic 718, and based on the terms of Mr. Khosrowshahi’s employment agreement dated August 30, 2017, the accounting grant date of Mr. Khosrowshahi’s sign-on RSU award was August 30, 2017. In order to reflect the economic value received by Mr. Khosrowshahi when the number of the second portion of his sign-on RSUs was determined and the RSUs were legally granted (July 22, 2019), the amount reported for that award in 2019 is the fair value of the RSUs on the legal grant date.(4) |

  111. Outstanding Equity Awards as of December 31, 2019

    Outstanding Equity Awards as of December 31, 2019 The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2019.

  112. Outstanding Equity Awards as of December 31, 2019

    | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Approval Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Dara Khosrowshahi | 9/5/2017 | 5/8/2018 | — | — | 1,750,000(2) | $33.65(3) | 9/4/2024 | — | — | — | — | | | 9/5/2017 | 5/8/2018 | 300,000 | 450,000(4) | — | $33.65(3) | 9/4/2024 | — | — | — | — | | | 5/8/2018 | | — | — | — | — | — | 139,302(5) | $4,142,841 | — | — | | | 5/8/2018 | | — | — | — | — | — | — | — | 185,735(6) | $5,523,759 | | | 4/14/2019 | 2/24/2019 | — | — | — | — | — | — | — | 73,495(7) | $2,185,741 | | | 4/14/2019 | 2/24/2019 | — | — | — | — | — | 146,989(8) | $4,371,453 | — | — | | | 7/22/2019 | (9) | — | — | — | — | — | 629,722(10) | $18,727,932 | — | — | | Nelson Chai | 9/10/2018 | 8/29/2018 | — | — | 500,000(11) | $40.60 | 9/9/2028 | — | — | — | — | | | 9/10/2018 | 8/29/2018 | — | — | — | — | — | — | — | 246,305(12) | $7,325,111 | | | 9/10/2018 | 8/29/2018 | — | — | — | — | — | 169,335(13) | $5,036,023 | — | — | | Jill Hazelbaker | 3/14/2017 | | — | — | — | — | — | 4,238(14) | $126,038 | — | — | | | 5/4/2017 | | — | — | — | — | — | 20,504(15) | $609,789 | — | — | | | 3/21/2018 | | — | — | — | — | — | 41,790(15) | $1,242,835 | — | — | | | 3/1/2019 | 1/28/2019 | — | — | — | — | — | 70,555(16) | $2,098,306 | — | — | | | 8/1/2019 | 7/22/2019 | — | — | — | — | — | 114,495(17) | $3,405,081 | — | — | | Thuan Pham | 3/21/2018 | | — | — | — | — | — | 125,371(18) | $3,728,534 | — | — | | | 3/21/2018 | | — | — | 250,000(19) | $33.65 | 3/20/2028 | — | — | — | — | | | 3/1/2019 | 1/28/2019 | — | — | — | — | — | 199,905(20) | $5,945,175 | — | — | | Nikki Krishnamurthy | 10/29/2018 | | — | — | — | — | — | 69,410(21) | $2,064,253 | — | | | | 10/29/2018 | | — | — | — | — | — | — | — | 48,955(22) | $1,457,111 | | | 10/29/2018 | | — | — | 200,000(23) | $40.82 | 10/28/2028 | — | — | — | — | | | 4/14/2019 | 1/28/2019 | — | — | — | — | — | 35,227(24) | $1,049,138 | — | — | | | 4/14/2019 | 1/28/2019 | — | — | — | | | — | — | 17,639(25) | $524,584 | | Manik Gupta | 3/14/2017 | | — | — | — | — | — | 957(26) | $28,461 | — | — | | | 5/8/2018 | | — | — | — | | | 112,500(27) | $3,345,750 | — | — | | | 1/28/2019 | | — | — | — | — | — | 196,875(28) | $5,855,063 | — | — |

  113. Outstanding Equity Awards as of December 31, 2019

    | The market value is based on the closing price of our common stock on December 31, 2019 of $29.74 per share.(1) |

  114. Outstanding Equity Awards as of December 31, 2019

    | 20% of these options vest annually commencing on September 5, 2018, provided that Mr. Khosrowshahi remains in continuous service with us, and subject to the occurrence of the earlier of (i) the effectiveness of a change in control transaction with acquisition proceeds of at least $120 billion or (ii) the consummation of an offering and our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion based on the average closing price of our common stock during such period.(2) |

  115. Outstanding Equity Awards as of December 31, 2019

    | On May 8, 2018, we repriced this option grant to shorten the term from 10 years to seven years and to reduce the exercise price from $41.65 per share to $33.65 per share. The fair value of the option grant did not materially change as a result of this repricing.(3) |

  116. Outstanding Equity Awards as of December 31, 2019

    | 20% of these options vest annually commencing on September 5, 2018, provided that Mr. Khosrowshahi remains in continuous service with us as our Chief Executive Officer.(4) |

  117. Outstanding Equity Awards as of December 31, 2019

    | RSUs vest 50% on each of January 1, 2020 and January 1, 2021, provided that Mr. Khosrowshahi remains in continuous service as our Chief Executive Officer, or subject to the occurrence of a change in control (as defined in his employment agreement).(5) |

  118. Outstanding Equity Awards as of December 31, 2019

    | These RSUs vest on March 21, 2021 in amounts based on our and Mr. Khosrowshahi’s performance between January 1, 2018 and December 31, 2020 as determined by metrics including our revenue growth, improvements in our safety record, and the occurrence of our IPO, provided that Mr. Khosrowshahi remains in continuous service as our Chief Executive Officer, and subject to the earlier to occur of a change in control (as defined in his employment agreement). Notwithstanding the foregoing, 100% of these RSUs vest upon our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion based on the average closing price of our common stock during such period.(6) |

  119. Outstanding Equity Awards as of December 31, 2019

    | These RSUs vest on March 16, 2022 in amounts based on our and Mr. Khosrowshahi’s performance between January 1, 2019 and December 31, 2021 as determined by metrics including Gross Bookings, Core Platform Contributions, Adjusted EBITDA, and D&I, provided that Mr. Khosrowshahi remains in continuous service with us. Based on actual performance in 2019, 5,723 of these RSUs were forfeited in 2020.(7) |

  120. Outstanding Equity Awards as of December 31, 2019

    | 25% of these RSUs vest annually commencing on March 1, 2019, provided that Mr. Khosrowshahi remains in continuous service as our Chief Executive Officer.(8) |

  121. Outstanding Equity Awards as of December 31, 2019

    | In accordance with FASB ASC Topic 718, and based on the terms of Mr. Khosrowshahi’s employment agreement dated August 30, 2017, the accounting grant date of Mr. Khosrowshahi’s sign-on RSU award was August 30, 2017. In order to reflect that the number of RSUs in the second portion of his sign-on award was determined and the RSUs were legally granted on July 22, 2019, and to align with disclosure of this award in other tables, the award is identified in this table by the legal grant date.(9) |

  122. Outstanding Equity Awards as of December 31, 2019

    | 100% of these RSUs vest on the earliest of (i) July 1, 2020, (ii) termination of Mr. Khosrowshahi’s employment by us for no cause or by him for good reason, and (iii) immediately prior to the closing of a change in control, in each case provided that Mr. Khosrowshahi remains in continuous service as our Chief Executive Officer until such date. These RSUs are not transferable for one year (unless Mr. Khosrowshahi’s employment is terminated by him for good reason or by us without cause, each as defined in his employment agreement).(10) |

  123. Outstanding Equity Awards as of December 31, 2019

    | 20% of these options vest annually commencing on September 10, 2019, provided that Mr. Chai remains in continuous service with us, and subject to the occurrence of the earlier of (i) the effectiveness of a change in control transaction with acquisition proceeds of at least $120 billion or (ii) our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion based on the average closing price of our common stock during such period.(11) |

  124. Outstanding Equity Awards as of December 31, 2019

    | Provided Mr. Chai remains employed with us as of September 10, 2021, 50% of these RSUs vest upon our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $100 billion and (ii) provided Mr. Chai remains employed with us as of September 10, 2022, the remaining 50% vest upon our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion, in each case (a) based on the average closing price of our common stock during such period, (b) irrespective of whether Mr. Chai remains in continuous service with us upon such achievement and (c) provided such achievement occurs prior to September 9, 2025.(12) |

  125. Outstanding Equity Awards as of December 31, 2019

    | 1/48 of these RSUs vest monthly, provided that Mr. Chai remains in continuous service with us.(13) |

  126. Outstanding Equity Awards as of December 31, 2019

    | 1/36 of these RSUs vest monthly, provided that Ms. Hazelbaker remains in continuous service with us.(14) |

  127. Outstanding Equity Awards as of December 31, 2019

    | 1/48 of these RSUs vest monthly, provided that Ms. Hazelbaker remains in continuous service with us.(15) |

  128. Outstanding Equity Awards as of December 31, 2019

    | 25% of these RSUs vest on March 16, 2020, and 1/48 monthly thereafter, provided that Ms. Hazelbaker remains in continuous service with us.(16) |

  129. Outstanding Equity Awards as of December 31, 2019

    | 10% of these RSUs vest on July 16, 2020, and 1/40 monthly thereafter, provided that Ms. Hazelbaker remains in continuous service with us.(17) |

  130. Outstanding Equity Awards as of December 31, 2019

    | 1/48 of these RSUs vest monthly, provided that Mr. Pham remains in continuous service with us.(18) |

  131. Outstanding Equity Awards as of December 31, 2019

    | 20% of these options vest annually commencing on March 1, 2019, provided that Mr. Pham remains in continuous service with us, and subject to the occurrence of the earlier of (i) the effectiveness of a change in control transaction with acquisition proceeds of at least $120 billion or (ii) our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion based on the average closing price of our common stock during such period.(19) |

  132. Outstanding Equity Awards as of December 31, 2019

    | 25% of these RSUs vest on March 16, 2020, and 1/48 monthly thereafter, provided Mr. Pham remains in continuous service with us.(20) |

  133. Outstanding Equity Awards as of December 31, 2019

    | 1/48 of these RSUs vest monthly, provided that Ms. Krishnamurthy remains in continuous service with us.(21) |

  134. Outstanding Equity Awards as of December 31, 2019

    | Provided Ms. Krishnamurthy remains employed with us as of October 1, 2021, 50% of these RSUs vest upon our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $100 billion and (ii) provided Ms. Krishnamurthy remains employed with us as of October 1, 2022, the remaining 50% vest upon our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion, in each case (a) based on the average closing price of our common stock during such period, (b) irrespective of whether Ms. Krishnamurthy remains in continuous service with us upon such achievement and (c) provided such achievement occurs prior to October 29, 2025.(22) |

  135. Outstanding Equity Awards as of December 31, 2019

    | 20% of these options vest annually commencing on October 1, 2019, provided that Ms. Krishnamurthy remains in continuous service with us, and subject to the occurrence of the earlier of (i) the effectiveness of a change in control transaction with acquisition proceeds of at least $120 billion or (ii) our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion based on the average closing price of our common stock during such period.(23) |

  136. Outstanding Equity Awards as of December 31, 2019

    | 25% of these RSUs vest on March 16, 2020, and 1/48 monthly thereafter, provided Ms. Krishnamurthy remains in continuous service with us.(24) |

  137. Outstanding Equity Awards as of December 31, 2019

    | These RSUs will vest on March 16, 2022 in amounts based on Ms. Krishnamurthy’s performance between January 1, 2019 and December 31, 2021 as determined by metrics including Gross Bookings, Core Platform Contributions, Adjusted EBITDA, and D&I, provided that Ms. Krishnamurthy remains in continuous service with us. Based on actual performance in 2019, 1,374 of these RSUs were forfeited in 2020.(25) |

  138. Outstanding Equity Awards as of December 31, 2019

    | 1/36 of these RSUs vest monthly, had Mr. Gupta remained in continuous service with us.(26) |

  139. Outstanding Equity Awards as of December 31, 2019

    | 1/48 of these RSUs vest monthly, had Mr. Gupta remained in continuous service with us.(27) |

  140. Outstanding Equity Awards as of December 31, 2019

    | 1/120 of these RSUs vest monthly commencing on November 1, 2018. and 1/40 monthly commencing on November 2, 2019 , had Mr. Gupta remained in continuous service with us.(28) |

  141. Stock Option Exercises and Stock Vested During 2019

    Stock Option Exercises and Stock Vested During 2019 The following table shows information regarding options that were exercised by our NEOs during 2019 and each vesting of stock during fiscal year 2019.

  142. Stock Option Exercises and Stock Vested During 2019

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Dara Khosrowshahi | 723,773 | $32,075,328 | | Nelson Chai | 76,970 | $2,467,965 | | Jill Hazelbaker | 629,589 | $27,507,944 | | Thuan Q Pham | 270,219 | $11,851,899 | | Nikki Krishnamurthy | 28,581 | $838,586 | | Barney Harford | 182,600 | $7,285,295 | | Manik Gupta | 296,927 | $12,673,260 |

  143. Stock Option Exercises and Stock Vested During 2019

    | Reflects the closing price of our common stock on the vesting date multiplied by the number of shares vested.(1) |

  144. Pension Benefits

    Pension Benefits Our NEOs did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2019.

  145. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Our NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during 2019.

  146. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table quantifies the amount of cash payments and the value of any equity acceleration our NEOs would have received in connection with certain terminations of employment or in connection with a change in control as if such termination of employment or change in control had occurred on December 31, 2019. The benefits reflected in the table below are based on our Executive Severance Plan, which became effective in connection with our IPO, as well as grandfathered severance provisions documented in amended employment agreements we entered into with certain NEOs. For purposes of the descriptions below, the “change in control period” generally means the period beginning three months before and ending twelve months following a change in control transaction, but in some cases excludes the three months prior to such event. In order to receive the severance benefits described below, each executive is required to enter into an effective release of claims against us. Additional information regarding our employment agreements for our NEOs and our Executive Severance Plan is contained in our Compensation Discussion and Analysis under the headings “Employment Agreements” and “Post- employment Compensation.”

  147. Potential Payments Upon Termination or Change in Control

    | Name | Termination or Change in Control Event | Salary ($) | Bonus ($) | Continued Benefits ($) | Other Supplemental Benefit ($) | Equity Acceleration ($)(1) | Total ($) | | Dara Khosrowshahi(2) | Involuntary termination (non-CIC) | $2,000,000 | $4,000,000 | $17,350 | $0 | $18,727,932 | $24,745,282 | | | Involuntary termination upon a change in control | $2,000,000 | $4,000,000 | $34,700 | $0 | $27,242,227 | $33,276,927 | | | Employment continues upon a change in control | $0 | $0 | $0 | $0 | $27,242,227 | $27,242,227 | | Nelson Chai(3) | Involuntary termination (non-CIC) | $800,000 | $800,000 | $0 | $0 | $1,831,300 | $3,431,300 | | | Involuntary termination upon a change in control | $800,000 | $800,000 | $0 | $0 | $5,036,023 | $6,636,023 | | | Employment continues upon a change in control | $0 | $0 | $0 | $0 | $5,036,023 | $5,036,023 | | Jill Hazelbaker(4) | Involuntary termination (non-CIC) | $1,500,000 | $450,000 | $18,507 | $0 | $579,008 | $2,547,515 | | | Involuntary termination upon a change in control | $1,500,000 | $450,000 | $18,507 | $0 | $7,482,049 | $9,450,556 | | Thuan Pham(4) | Involuntary termination (non-CIC) | $500,000 | $375,000 | $17,357 | $0 | $1,238,552 | $2,130,909 | | | Involuntary termination upon a change in control | $500,000 | $375,000 | $17,357 | $0 | $9,673,708 | $10,566,066 | | Nikki Krishnamurthy(5) | Involuntary termination (non-CIC) | $500,000 | $500,000 | $16,924 | $0 | $1,187,548 | $2,204,472 | | | Involuntary termination upon a change in control | $500,000 | $500,000 | $16,924 | $0 | $3,113,391 | $4,130,315 | | Manik Gupta(6) | Involuntary termination (non-CIC) | $500,000 | $375,000 | $0 | $0 | $3,814,125 | $4,689,125 | | | Involuntary termination upon a change in control | $500,000 | $375,000 | $0 | $0 | $3,814,125 | $4,689,125 | | Barney Harford(7) | Involuntary termination (non-CIC) | $500,000 | $1,000,000 | $0 | $1,100,000 | $3,130,749 | $5,730,749 |

  148. Potential Payments Upon Termination or Change in Control

    | Value of equity accelerations is calculated based on the $29.74 closing price of Uber stock on December 31, 2019, unless otherwise noted below.(1) |

  149. Potential Payments Upon Termination or Change in Control

    | As defined in Mr. Khosrowshahi’s grandfathered severance provisions, upon termination of his employment by us without cause or by him for good reason, he would receive 24 months of his current base salary and 200% of his target bonus for the current fiscal year (payable in equal installments in accordance with our standard payroll procedures), cash payments equivalent to the cost of continued health and welfare benefits for up to 12 months following his termination, accelerated vesting of all service-based vesting conditions applicable to his RSUs that were granted on July 22, 2019, and accelerated vesting of the portion of his options not subject to any performance condition (as described above in the section titled “—Outstanding Equity Awards as of December 31, 2019”) equal to (i) 20% multiplied by (ii) a fraction equal to the number of days actually elapsed since the most recent anniversary of the start date of his employment, divided by the number of actual days between such anniversary and the next anniversary. Upon termination of his employment by us without cause or by him for good reason during a change in control period, he would receive the same salary and target bonus benefit described above, continued health and welfare benefits for up to 24 months following the termination, accelerated vesting of all service-based vesting conditions applicable to all of his equity awards (other than certain awards subject to performance conditions, if those conditions had not been met at the time of termination). In the event of a change in control in which any of Mr. Khosrowshahi’s equity awards were to be terminated for no consideration, all of his service-based equity awards that otherwise could have been terminated would have vested in full and become immediately exercisable or settled.(2) |

  150. Potential Payments Upon Termination or Change in Control

    | As defined in Mr. Chai’s grandfathered severance provisions, upon termination of his employment by us without cause or by him for good reason, he would receive 12 months of his current base salary and 100% of current target bonus (payable in equal installments in accordance with our standard payroll procedures), accelerated satisfaction of the service-based vesting conditions of his RSUs that were granted on September 10, 2018 and are subject only to a service condition, as if he had remained employed by us for an additional 12 months. Performance-based RSUs and options granted on September 10, 2018 (as described above in the section titled “—Outstanding Equity Awards as of December 31, 2019”), will remain outstanding for 12 months following his termination date, and if such conditions had been met within 12 months, such RSUs and options will vest without consideration of any service-based vesting conditions. Upon termination of his employment by us without cause or by him for good reason during a change in control period, the would receive the same salary and target bonus benefit described above, and accelerated vesting of his RSUs that were granted on September 10, 2018 and are subject only to a service condition. In the event of a change in control in which any of Mr. Chai’s equity awards were to be terminated for no consideration, all of his service- based equity awards that otherwise could have been terminated would have vested in full and become immediately exercisable or settled.(3) |

  151. Potential Payments Upon Termination or Change in Control

    | Severance benefits for Ms. Hazelbaker, and Mr. Pham are based on the Executive Severance Plan, which became effective in connection with our IPO. Benefits upon termination of employment by us without cause or by the executive for good reason would include their current base salary plus a prorated portion of their annual bonus target (payable in equal installments in accordance with our standard payroll procedures), cash payments equivalent to the cost of continued health and welfare benefits for up to 12 months following the termination, and acceleration of prorated time-based vesting of any equity awards held them that are subject to a vesting schedule for which vesting dates occur less frequently than monthly as if the award had a monthly vesting schedule. Upon termination of employment by us without cause or by them for good reason during a change in control period, they would receive the same salary and target bonus benefit described above, and accelerated vesting of their RSUs that are subject only to a service condition. In the event of a termination during a change in control, the plan administrator will determine the level of satisfaction of performance-based vesting conditions of any awards subject to a performance condition. As of December 31, 2019, performance conditions applicable to such awards had not been satisfied, and therefore are excluded from the benefits above.(4) |

  152. Potential Payments Upon Termination or Change in Control

    | As defined in Ms. Krishnamurthy’s grandfathered severance provisions, upon termination of her employment by us without cause or by her for good reason, she would receive 12 months of her current base salary and 100% of her current target bonus (payable in equal installments in accordance with our standard payroll procedures), accelerated satisfaction of the service-based vesting conditions of her RSUs granted that are subject only to a service condition, as if she had remained employed by us for an additional 12 months. Upon termination of her employment by us without cause or by her for good reason during a change in control period, she would receive the same salary and target bonus benefit described above, and accelerated vesting of her RSUs that are subject only to a service condition.(5) |

  153. Potential Payments Upon Termination or Change in Control

    | As defined in Mr. Gupta’s grandfathered severance provisions, upon termination of his employment by us without cause or by him for good reason, he would receive a lump sum payment of 12 months of his current base salary and prorated annual cash bonus, and accelerated vesting of all service-based vesting conditions applicable to all outstanding equity as if he had remained employed for an additional 12 months following his termination.(6) |

  154. Potential Payments Upon Termination or Change in Control

    | Effective July 31, 2019, in connection with Mr. Harford’s separation from Uber, we entered into an agreement with Mr. Harford pursuant to which he received $1,725,000 in 2019, and 12 months vesting of the service-based conditions of his RSUs granted on January 30, 2018. In addition, Mr. Harford will receive installments of $125,000 per month through July 16, 2020, subject to his compliance with confidentiality, cooperation, and non-disparagement covenants in his agreement.(7) |