DEF 14A of Uber Technologies, Inc, Mar 25, 2024

DEF 14A of Uber Technologies, Inc

Filed Mar 25, 2024 · FY20230001552781-24-000177

Open on EDGAR

  1. Forward-looking statements

    | Proxy Statement Summary | | | | | Nominees for Board of Directors | | | | | You are being asked to vote on the election of the 11 directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 17. | | | | | | Ronald Sugar† Former Chairman and CEO, Northrop Grumman Age: 75 Board Tenure: 5.7 Years Committee Memberships: Nominating and Governance (Chair); Compensation | | Dara Khosrowshahi CEO, Uber Age: 54 Board Tenure: 6.6 Years Committee Memberships: None | | | Revathi Advaithi* CEO, Flex Ltd. Age: 56 Board Tenure: 3.7 Years Committee Memberships: Audit | | Wan Ling Martello* Co-founder and Partner, BayPine Age: 65 Board Tenure: 6.8 Years Committee Memberships: Nominating and Governance; Compensation | | | Turqi Alnowaiser* Deputy Governor and Head of International Investments Division, The Public Investment Fund Age: 47 Board Tenure: <1 Year Committee Memberships: Audit | | John Thain* Former Chairman and CEO, CIT Group Age: 68 Board Tenure: 6.5 Years Committee Memberships: Audit (Chair) | | | Ursula Burns* Former Chairman and CEO, VEON Ltd. Age: 65 Board Tenure: 6.5 Years Committee Memberships: Audit; Nominating and Governance | | David Trujillo* Partner, TPG Age: 48 Board Tenure: 6.8 Years Committee Memberships: Nominating and Governance; Compensation | | | Robert Eckert* Operating Partner, FFL Partners LLC Age: 69 Board Tenure: 4.0 Years Committee Memberships: Nominating and Governance; Compensation (Chair) | | Alexander Wynaendts* Former CEO and Chairman, Aegon NV Age: 63 Board Tenure: 3.0 Years Committee Memberships: Audit | | | Amanda Ginsberg* Former CEO, Match Group, Inc. Age: 54 Board Tenure: 4.1 Years Committee Memberships: Compensation | | | | | | Note: Age and Board tenure measured as of March 25, 2024. † Independent Chairperson of the Board * Independent Director | |

  2. Ronald Sugar

    Ronald Sugar

  3. Ronald Sugar

    | Age: 75 Former Chairman and CEO, Northrop Grumman Other Public Company Boards: • Apple Inc. • Amgen, Inc. | Biography Dr. Sugar has served as the Independent 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, and Singapore’s Temasek Investment Company. He is a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering. Dr. Sugar currently serves on the board of directors of Amgen, Inc. and Apple Inc. He previously served on the board of directors of Air Lease Corporation from 2010 to 2020 and the board of directors of Chevron Corporation from 2005 to 2023. 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. |

  4. Revathi Advaithi

    Revathi Advaithi

  5. Revathi Advaithi

    | Age: 56 CEO, Flex Ltd. Other Public Company Boards: • Flex Ltd. | Biography Ms. Advaithi has served on our Board of Directors since July 2020. Ms. Advaithi has been Chief Executive Officer and a director of Flex Ltd., a manufacturer that delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets, since 2019. Prior to joining Flex, Ms. Advaithi was President and Chief Operating Officer, Electrical Sector, of Eaton Corporation plc, a power management company, a position she held from 2015. Prior to that role, she was President of Electrical Sector, Americas, of Eaton from 2012 through 2015, President of Electrical Sector, Asia Pacific, from 2009 to 2012, and vice president and general manager between 2008 and 2009. Between 2002 and 2008, Ms. Advaithi worked at Honeywell, where she held several senior roles within the sourcing and supply chain functions of the aerospace sector before being named vice president and general manager of Honeywell’s Field Solutions business in 2006. She held various other roles at Eaton between 1995 and 2002. Qualifications Ms. Advaithi was selected to serve on our Board of Directors due to her leadership experience as Chief Executive Officer of a large global technology company and her experience in engineering, operations, logistics, international management, and technology more generally. |

  6. Revathi Advaithi

    | 18 | Uber 2024 Proxy Statement | Proposal 1 — Election of Directors | |

  7. Turqi Alnowaiser

    Turqi Alnowaiser

  8. Turqi Alnowaiser

    | Age: 47 Deputy Governor and Head of International Investments Division, The Public Investment Fund Other Public Company Boards: • Lucid Group, Inc. • Hapag-Lloyd AG | Biography Mr. Alnowaiser has served on our Board of Directors since November 2023. Mr. Alnowaiser has served as Deputy Governor and Head of the International Investments Division at The Public Investment Fund, a sovereign wealth fund of the Kingdom of Saudi Arabia, since June 2021, and previously served as Head of International Investments at The Public Investment Fund from October 2016 to June 2021. Mr. Alnowaiser previously served as Senior Advisor at The Public Investment Fund from October 2015 to September 2016, prior to which he held several executive roles at Saudi Fransi Capital, a leading financial services firm based in Saudi Arabia, including as Head of Asset Management. Before his career at Saudi Fransi Capital, Mr. Alnowaiser specialized in developing, managing, and regulating various financial products across asset classes at Morgan Stanley, the Capital Market Authority of Saudi Arabia, and the Saudi Industrial Development Fund. Mr. Alnowaiser has served on the board of directors of Lucid Group, Inc., since April 2019 and has served as Chairman of Lucid’s board, since April 2023. Mr. Alnowaiser has also served on the board of directors of Hapag-Lloyd AG since February 2018. Qualifications Mr. Alnowaiser was selected to serve on our Board of Directors due to his financial services, regulatory, and operational experience, particularly in his roles at The Public Investment Fund and his leadership experience in the Middle East. |

  9. Ursula Burns

    Ursula Burns

  10. Ursula Burns

    | Age: 65 Former Chairman and CEO,VEON Ltd. Other Public Company Boards: • Endeavor Group Holdings, Inc. • IHS Holdings Limited | Biography Ms. Burns has served on our Board of Directors since October 2017. In April 2021, Ms. Burns co-founded Integrum Holdings LP, an investment firm focused on partnering with technology-enabled services companies. Previously, she was Chairman of VEON Ltd., an international telecommunications and technology company, from 2017 to 2020, during which time she served as Executive Chairman from March 2018 to December 2018, and was Chief Executive Officer from 2018 to 2020. Ms. Burns was Chairman of Xerox Corporation from 2009 to 2017 and Chief Executive Officer from 2009 to 2016, prior to which she advanced through many engineering and management positions after joining the company in 1980. U.S. President Barack Obama appointed Ms. Burns to help lead the White House national program on 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 serving as Vice Chair from 2010 to 2015. Ms. Burns currently serves on the board of directors of Endeavor Group Holdings, Inc. and IHS Holdings Limited. She previously served on the board of directors of American Express Company from 2004 to 2018, Nestle S.A. from 2017 to April 2021, VEON Ltd. from 2017 to 2020, Xerox Corporation from 2007 to 2017, Plum Acquisition Corp. I from 2021 to 2023, and Exxon Mobil Corporation from 2012 to 2023. Qualifications Ms. Burns was selected to serve on our Board 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. |

  11. Robert Eckert

    Robert Eckert

  12. Robert Eckert

    | Age: 69 Operating Partner, FFL Partners, LLC Other Public Company Boards: • Amgen, Inc. • Levi Strauss & Co. | 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 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since 2013. He was Mattel’s Chairman and Chief Executive Officer from 2000 until 2011, and he continued to serve as its Chairman until 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from 1997 until 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, he was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert currently serves on the board of directors of Amgen, Inc., Eyemart Express Holdings, LLC, Levi Strauss & Co., and Quinn Company. He previously served on the board of directors of McDonald’s Corporation from 2003 to 2023. Qualifications Mr. Eckert was selected to serve on our Board of Directors due to his leadership experience as 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. |

  13. Robert Eckert

    | Director Nominees | | 19 |

  14. Amanda Ginsberg

    Amanda Ginsberg

  15. Amanda Ginsberg

    | Age: 54 Former CEO, Match Group, Inc. Other Public Company Boards: • ThredUp Inc. | Biography Ms. Ginsberg has served on our Board of Directors since February 2020. Ms. Ginsberg was Chief Executive Officer of Match Group, Inc. from 2017 to 2020. Prior to this role, she was Chief Executive Officer of Match Group Americas from 2015 to 2017, where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito, and overall North and South American expansion. Previously, she was the Chief Executive Officer of The Princeton Review from 2014 to 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg currently serves on the board of directors of ThredUp Inc. She previously served on the board of directors of Care.com from 2012 to 2014, J.C. Penney from 2015 to 2020, Match Group, Inc. from 2017 to 2020, and Z-Work Acquisition Corp from 2020 to 2022. Qualifications Ms. Ginsberg was selected to serve on our Board 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 Chief Executive Officer of a leading provider of Internet-based dating products and a leading test preparation company and on-demand learning solutions company. |

  16. Dara Khosrowshahi

    Dara Khosrowshahi

  17. Dara Khosrowshahi

    | Age: 54 CEO, Uber Other Public Company Boards: • Aurora Innovation, Inc. • Expedia Group • Grab Holdings Ltd. | Biography Mr. Khosrowshahi has served as our Chief Executive Officer and a member of our Board of Directors since September 2017. Prior to joining Uber, Mr. Khosrowshahi was President and Chief Executive Officer of Expedia Group, Inc., an online travel company, from 2005 to 2017. From 1998 to 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005, Executive Vice President and Chief Financial Officer of IAC/ InterActiveCorp from 2002 to 2005, and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning, from 2000 to 2002. He worked at Allen & Company LLC from 1991 to 1998, where he was Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the board of directors of Aurora Innovation, Inc., Expedia Group, Inc., and Grab Holdings Ltd. He was a member of the supervisory board of trivago, N.V. from 2016 to 2017 and previously served on the board of directors of the following companies: The New York Times Company from 2015 to 2017 and TripAdvisor, Inc. from 2011 to 2013. Qualifications Mr. Khosrowshahi was selected to serve on our Board 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. |

  18. Dara Khosrowshahi

    | 20 | Uber 2024 Proxy Statement | Proposal 1 — Election of Directors | |

  19. Wan Ling Martello

    Wan Ling Martello

  20. Wan Ling Martello

    | Age: 65 Co-founder and Partner, BayPine Other Public Company Boards: • Alibaba Group • Stellantis, N.V. | Biography Ms. Martello has served on our Board of Directors since June 2017. Ms. Martello is currently a Founding Partner at BayPine, a private equity firm, a role she has held since 2020. From 2015 to 2018, she was 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. She was Nestlé’s global Chief Financial Officer from 2012 to 2015 and Nestlés Executive Vice President from 2011 to 2012. Ms. Martello was a senior executive at Walmart Stores, Inc. from 2005 to 2011, 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, she was the Chief Financial Officer and then President, U.S.A., at NCH Marketing Services, Inc., from 1998 to 2005. Prior to NCH Marketing, she held various positions at Borden Foods and at Kraft Inc. (now known as the Kraft Heinz Company). Ms. Martello currently serves on the board of directors of Alibaba Group and Stellantis N.V. Qualifications Ms. Martello was selected to serve on our Board of Directors because of her experience as a senior executive of Nestlé, a global company, her consumer experience as a director of Alibaba and senior executive at Walmart, her financial expertise as the Chief Financial Officer at Nestlé, and her global experience. |

  21. John Thain

    John Thain

  22. John Thain

    | Age: 68 Former Chairman and CEO, CIT Group Other Public Company Boards: • Deutsche Bank AG | Biography Mr. Thain has served on our Board of Directors since October 2017. Mr. Thain is the founding partner of Pine Island Capital Partners LLC, a private investment firm, and has served as Chairman since 2017. He was Chairman and Chief Executive Officer of CIT Group from 2010 until 2016, and Chairman of CIT Group until 2016. In 2009, prior to joining CIT Group, he was President of Global Banking, Securities and Wealth Management for Bank of America. From December 2007 to January 2009, prior to its merger with Bank of America, Mr. Thain was Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. From 2006 to 2007, he was Chief Executive Officer and a director of NYSE Euronext, Inc. following the NYSE Group and Euronext N.V. merger. He joined the New York Stock Exchange in 2004, serving as Chief Executive Officer and a director. From 2003 through 2004, Mr. Thain was the President and Chief Operating Officer of The Goldman Sachs Group Inc., and from 1999 through 2003 he was President and Co-Chief Operating Officer. From 1994 to 1999, he was Chief Financial Officer and Head of Operations, Technology and Finance, and from 1995 to 1997 he was also Co-Chief Executive Officer for European operations for The Goldman Sachs Group, L.P. Mr. Thain currently serves on the Supervisory Board of Deutsche Bank AG. He previously served on the board of directors of Goldman Sachs Group Inc. from 1998 to 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. |

  23. John Thain

    | Director Nominees | | 21 |

  24. David I. Trujillo

    David I. Trujillo

  25. David I. Trujillo

    | Age: 48 Partner, TPG Other Public Company Boards: • TPG Inc. | Biography Mr. Trujillo has served on our Board of Directors since June 2017. Mr. Trujillo is a Partner and a member of the Executive Committee and board of directors of TPG, a private equity firm with $210+ billion in assets under management. He is Co- Managing Partner of TPG Growth, Co-Managing Partner of TTAD (TPG Technology Adjacencies), Managing Partner of TDM (TPG Digital Media), and leads the firm’s Internet, Digital Media, and Communications private equity investing efforts. He joined TPG in 2006 and has been a private equity investor for 26 years, including at Golder, Thoma, Cressey, Rauner (GTCR) prior to joining TPG. Mr. Trujillo is currently a Director of the following non-public companies: Azoff Music Company, Beauty for All Industries (fka Ipsy), Calm, DirecTV, Entertainment Partners, GMR (Global Music Rights), MusixMatch, and Prodigy Education. Mr. Trujillo led TPG’s historic investments in Airbnb, Astound Broadband, Creative Artists Agency (CAA), and Spotify. 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. |

  26. Alexander Wynaendts

    Alexander Wynaendts

  27. Alexander Wynaendts

    | Age: 63 Former CEO and Chairman, Aegon NV Other Public Company Boards: • Air France-KLM • Deutsche Bank AG | Biography Mr. Wynaendts has served on our Board of Directors since March 2021. From 2008 to 2020, he was Chief Executive Officer and Chairman of the Management and Executive Boards of Aegon NV, one of the world’s leading providers of life insurance, pensions, and asset management. From 2007 to 2008, Mr. Wynaendts was Chief Operating Officer at Aegon. He was appointed as a member of Aegon’s Executive Board in 2003, overseeing the company’s international growth strategy. He joined Aegon in 1997 as Senior Vice President for Group Business Development. Prior to Aegon, Mr. Wynaendts began his career in 1984 with ABN AMRO Bank, working in Amsterdam and London in the Dutch bank’s capital markets, asset management, corporate finance, and private banking operations. He currently serves as Chair of the Supervisory Board of Uber Payments BV, the Company’s indirect subsidiary in the Netherlands, which holds an e-money license and processes payments for the Company’s operations in Europe. Mr. Wynaendts currently serves on the board of directors of Air France- KLM SA and the Supervisory Board of Deutsche Bank AG, where he serves as Chairman. He formerly served on the board of directors of Citigroup Inc. from 2016 to 2021. Qualifications Mr. Wynaendts was selected to serve on our Board of Directors based on his extensive operational experience, including serving as both Chief Executive Officer and Chief Operating Officer of Aegon, a global provider of life insurance, pensions, and asset management and his extensive government, policy, and regulatory experience. |

  28. Alexander Wynaendts

    Other Governance Matters

  29. Board of Directors

    Board of Directors

  30. Board of Directors

    | · | Takes employee engagement, DEI, and other matters into account for the evaluation of the CEO and senior management |

  31. Board of Directors

    | · | Receives quarterly reports from the Office of Diversity and Inclusion regarding our progress against our diversity goals |

  32. Board of Directors

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

  33. Board of Directors

    | 28 | Uber 2024 Proxy Statement | Director Independence Determination | |

  34. Board of Directors

    Director Independence Determination Our Board of Directors has determined that, applying the standards adopted by the New York Stock Exchange (NYSE), each of the following directors is independent:

  35. Board of Directors

    | Revathi Advaithi Turqi Alnowaiser Ursula Burns Robert Eckert | Amanda Ginsberg Wan Ling Martello Ronald Sugar | John Thain David Trujillo Alexander Wynaendts |

  36. Board of Directors

    Our Board of Directors has determined that Dara Khosrowshahi is not independent. Committees of the Board of Directors To support effective governance, our Board of Directors delegates certain of its responsibilities to committees. We have three standing committees— the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee—and may from time to time form other committees. The committee charter for each of the three standing committees is available on the Investor Relations section of our website, www.uber.com. The standing committees of our Board of Directors are described below:

  37. Board of Directors

    | Audit Committee | | | Members: | Committee Roles & Responsibilities: | | John Thain (Chair) Revathi Advaithi Turqi Alnowaiser Ursula Burns Alexander Wynaendts | The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility relating to, among other things: › the integrity of our financial statements and financial reporting process, including the review of our annual and quarterly financial statements and reports; › the integrity of our accounting and financial reporting processes and systems of internal controls over financial reporting, including review with management, our independent auditors, and head of our internal audit function; › the performance of the internal audit function and plan; › the engagement of our independent auditors and the evaluation of their qualifications, independence, and performance; › our compliance with legal and regulatory requirements, including an assessment of our compliance program; › policies and processes for risk management and fraud prevention; and › the Company’s overall risk profile, including without limitation with respect to cybersecurity and privacy matters. John Thain, the chair of the Audit Committee, Revathi Advaithi, Turqi Alnowaiser, Ursula Burns, and Alexander Wynaendts each qualify as an “Audit Committee financial expert” as defined by the SEC and each member qualifies as “financially literate” as required by the corporate governance rules of the NYSE. |

  38. Board of Directors

    | Nominating & Governance Committee | | 29 |

  39. Board of Directors

    | Nominating & Governance Committee | | | Members: | Committee Roles & Responsibilities: | | Ronald Sugar (Chair) Ursula Burns Robert Eckert Wan Ling Martello David Trujillo | The Nominating and Governance Committee assists the Board of Directors in the following functions, among others: › periodically reviewing our corporate governance framework and recommending changes as appropriate; › identifying, interviewing, and recruiting individuals to become members of the Board of Directors and evaluating the independence of each director and director candidate at least annually; › periodically reviewing and making recommendations to the Board of Directors regarding the size of the Board of Directors and of its committees; › evaluating and recommending to the Board of Directors at least annually each committee’s composition; › overseeing the annual evaluation process for the Board of Directors, each committee, and each individual director, the orientation program for new directors, and a continuing education program for current directors; › overseeing ESG matters including environmental sustainability as well as corporate political activities and contributions and lobbying activities; › considering stockholder proposals and recommending actions on such proposals; and › evaluating requests by directors to serve on boards of directors of other companies. |

  40. Board of Directors

    | Compensation Committee | | | Members: | Committee Roles & Responsibilities: | | Robert Eckert (Chair) Amanda Ginsberg Wan Ling Martello Ronald Sugar David Trujillo | The Compensation Committee has been delegated broad authority to oversee the compensation of our officers, employees, consultants, and other Uber service providers. The Compensation Committee assists the Board of Directors in the following functions, among others: › annually reviewing and approving the individual and corporate goals and objectives for our executive officers; › establishing, reviewing, and approving salaries, bonuses, and other compensation for our executive officers; › reviewing and approving executive compensation agreements and any material amendments; › reviewing and approving incentive compensation plans and grants for our executive officers; › overseeing and at least annually reviewing management’s assessment of major compensation-related risk exposures and the mitigation thereof; › overseeing the administration of and performance of duties under the Company’s Clawback Policy; › periodically reviewing our Stock Ownership Guidelines and assessing compliance with such guidelines; › periodically reviewing the Company’s human capital strategies, initiatives, and programs with respect to the Company’s culture, talent, recruitment, retention, and employee engagement and employee DEI efforts; › periodically reviewing and recommending to the Board of Directors the type and amount of compensation paid to directors; and › considering the results of stockholder advisory votes on executive compensation and the frequency of such votes. |

  41. Board of Directors

    | 30 | Uber 2024 Proxy Statement | Committee Composition | |

  42. Board of Directors

    Committee Composition

  43. Board of Directors

    | | Audit(1) | Nominating and Governance | Compensation | | Ronald Sugar (Independent Chairperson) | | | | | Revathi Advaithi | | | | | Turqi Alnowaiser | | | | | Ursula Burns | | | | | Robert Eckert | | | | | Amanda Ginsberg | | | | | Dara Khosrowshahi | | | | | Wan Ling Martello | | | | | John Thain | | | | | David Trujillo | | | | | Alexander Wynaendts | | | |

  44. Board of Directors

    (1) Each Audit Committee member qualifies as an “Audit Committee financial expert” as defined by the SEC and each member qualifies as “financially literate” as required by the corporate governance rules of the NYSE. committee member committee chair Meetings of the Board of Directors & Standing Committees Our Board of Directors and Audit, Compensation, and Nominating and Governance Committees meet at least quarterly. In 2023, our Board of Directors met 12 times, the Audit Committee met seven times, the Compensation Committee met seven times, and the Nominating and Governance Committee met four times. Each director who served on our Board of Directors during 2023 attended at least 75% of the meetings of the Board of Directors and committees on which he or she served that were held during his or her tenure on our Board, with the exception of David Trujillo, who attended less than 75% of Board meetings and Compensation Committee Meetings. Under our corporate governance guidelines, all directors are expected to attend the Company’s annual meeting of stockholders. All of our current directors who were serving on our Board at the time of the 2023 Annual Meeting attended such meeting. Meetings of Non-Management Directors During 2023, our Board of Directors held executive sessions without management present. Board Oversight Our Board of Directors, which currently consists of 11 members, oversees our business affairs and works with senior management to determine our long-term strategy. A transparent dialogue between our Board of Directors, its standing committees, and senior management is essential to our Board of Directors’ oversight role, and, to this end, our Board of Directors and its standing committees regularly conduct meetings with risk management experts and our senior officers responsible for risk oversight, including our Chief Legal Officer, Chief Ethics and Compliance Officer, Chief Financial Officer, and Chief Executive Officer. Our Audit Committee oversees our risk management procedures and processes for preventing and detecting fraud.

  45. Board of Directors

    | Our Board of Directors’ Role in Risk Oversight | | 31 |

  46. Board of Directors

    Our Board of Directors’ Role in Risk Oversight Our commitment to innovation inherently involves significant risk. As a result, one of our Board of Directors’ important functions is the oversight of risk management. Our Board of Directors’ assessment of and decisions regarding risk occur in the context of and in conjunction with our Board of Directors’ and standing committees’ other activities. We seek to align our approach to risk-taking with our business strategy by encouraging innovation while managing our levels of risk. Risk Assessment Responsibilities & Processes Our committee charters and risk management policies set forth the following risk-related responsibilities:

  47. Other Transactions

    | 34 | Uber 2024 Proxy Statement | Director Compensation | |

  48. Other Transactions

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

  49. Other Transactions

    | (3) Pursuant to our Director Compensation Policy, the Annual RSU Grant payable to non-employee directors is payable based on service for the fiscal year commencing at each Annual Meeting of Stockholders. Our Annual RSU Grants for 2023 was made on the date of our 2023 Annual Meeting of Stockholders, with such RSU grants vesting on the day prior to the 2024 Annual Meeting of Stockholders for all of our non-employee directors other than Mr. Alnowaiser. Mr. Alnowaiser joined the Board of Directors in November 2023 and was granted his prorated Annual RSU Grant on November 30, 2023. |

  50. Other Transactions

    | Fiscal 2023 Non-Employee Director Compensation | | 35 |

  51. Fiscal 2023 Non-Employee Director Compensation

    Fiscal 2023 Non-Employee Director Compensation The following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2023.

  52. Fiscal 2023 Non-Employee Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Ronald Sugar | $295,000 | $343,646 | — | $638,646 | | Revathi Advaithi | $70,000 | $362,629(4) | — | $432,629 | | Turqi Alnowaiser(5) | $8,822 | $166,321 | — | $175,143 | | Ursula Burns | $ —(6) | $430,564(7) | — | $430,564 | | Robert Eckert | $95,000 | $343,646 | — | $438,646 | | Amanda Ginsberg | $65,000 | $343,646 | — | $408,646 | | Wan Ling Martello | $80,000 | $343,646 | — | $423,646 | | John Thain | $ —(6) | $435,658(7) | — | $435,658 | | Alexander Wynaendts | $70,000 | $343,646 | $110,560(8) | $524,206 | | David Trujillo(9) | $ — | — | — | — | | Yasir Al-Rumayyan(10) | $24,356 | — | — | $24,356 |

  53. Fiscal 2023 Non-Employee Director Compensation

    | (1) The amounts shown represent the cash portion of the annual retainers, committee chair retainers, committee member retainers, and Independent Chairperson retainers. Any cash retainer amounts elected to be received as vested RSUs pursuant to our RSU Conversion and Deferral Program for Directors that were granted in 2023 are reflected in the Stock Awards column. |

  54. Fiscal 2023 Non-Employee Director Compensation

    | (2) Includes the Annual RSU Grant made in May 2023 to each of our non-employee directors under our Director Compensation Policy. |

  55. Fiscal 2023 Non-Employee Director Compensation

    | (3) The amounts reflect the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 based on the market price of the shares subject to the award on the date of grant. Because our Director Compensation Policy and RSU Conversion and Deferral Program provide that the grant value (or prorated grant value for non-employee directors joining our Board of Directors after the beginning of the year) of the RSU grants made to our non-employee directors are converted into the number of shares underlying the award based on the average daily closing price per share of our common stock in the month prior to the grant date, the dollar amounts reported above will not match the dollar amounts identified pursuant to our Director Compensation Policy, including with regard to all or a portion of any cash retainer paid in the form of RSUs pursuant to the RSU Conversion and Deferral Program. All or a portion of the stock awards may have been deferred based on the non-employee director’s compensation election under our RSU Conversion and Deferral Program for Directors. As of December 31, 2023, our non-employee directors held the following RSUs: |

  56. Fiscal 2023 Non-Employee Director Compensation

    | Name | Aggregate Shares Subject to Outstanding Stock Awards (#) | Portion of Outstanding Stock Awards that is Vested and Deferred (#) | | Ronald Sugar | 8,850 | — | | Turqi Alnowaiser(5) | 2,950 | — | | Revathi Advaithi | 18,521 | 9,671 | | Ursula Burns | 20,412 | 11,562 | | Robert Eckert | 17,252 | 8,402 | | Amanda Ginsberg | 17,252 | 8,402 | | Wan Ling Martello | 8,850 | — | | John Thain | 8,850 | — | | Alexander Wynaendts | 8,850 | — | | David Trujillo | — | — | | Yasir Al-Rumayyan(10) | — | — |

  57. Fiscal 2023 Non-Employee Director Compensation

    | (4) Includes, for Ms. Advaithi, the RSU grant made pursuant to her election under our RSU Conversion and Deferral Program for Directors with respect to her service on the Board of Directors and committees in Q4 of 2022, as such grants were made in January 2023. |

  58. Fiscal 2023 Non-Employee Director Compensation

    | (5) Mr. Alnowaiser joined the Board of Directors in November 2023 and received a prorated cash retainer reflecting his actual period of service on our Board of Directors for the year. Mr. Alnowaiser also received a prorated Annual RSU Grant, reflecting his actual period of service on our Board of Directors for the year, with such year being measured beginning on the date of the 2023 Annual Meeting of Stockholders. |

  59. Fiscal 2023 Non-Employee Director Compensation

    | (6) Ms. Burns and Mr. Thain elected to receive all of the cash retainer fees due to them for their 2023 service on the Board of Directors and committees in vested RSUs pursuant to our RSU Conversion and Deferral Program for Directors. These RSUs are granted on a quarterly basis, are fully vested at the time of grant, and settle in accordance with their election pursuant to our RSU Conversion and Deferral Program for Directors. |

  60. Fiscal 2023 Non-Employee Director Compensation

    | (7) Includes, for Ms. Burns and Mr. Thain, the RSU grants made pursuant to their elections under our RSU Conversion and Deferral Program for Directors with respect to their service on the Board of Directors and committees in Q4 of 2022, as such grants were made in January 2023, through Q3 of 2023. This column does not reflect RSU grants to Ms. Burns and Mr. Thain that were made pursuant to their elections under our RSU Conversion and Deferral Program for Directors for their service on the Board of Directors and committees in Q4 of 2023, as such grants were made in January 2024. The grant date fair value of each such RSU grant, calculated in accordance with FASB ASC Topic 718 and based on the market price of the shares subject to the award on the date of grant, was $21,844 and $23,154, for Ms. Burns, and Mr. Thain, respectively. |

  61. Fiscal 2023 Non-Employee Director Compensation

    | (8) Mr. Wynaendts received €100,000 for his role as a director of Uber Payments BV, a subsidiary located in the Netherlands. For purposes of this disclosure, we converted Mr. Wynaendts’ compensation from euros to U.S. dollars using the December 2023 month-end exchange rate, which was 1.1056. |

  62. Fiscal 2023 Non-Employee Director Compensation

    | (9) As an employee of TPG, an investor in the Company, Mr. Trujillo elected to receive no compensation for his 2023 service on our Board of Directors. |

  63. Fiscal 2023 Non-Employee Director Compensation

    | (10) As Mr. Al-Rumayyan transitioned off of our Board of Directors following the 2023 Annual Meeting of Stockholders, he received a prorated cash retainer reflecting his actual period of service on our Board of Directors for the year. He did not receive an Annual RSU Grant in 2023. |

  64. Fiscal 2023 Non-Employee Director Compensation

    | 36 | Uber 2024 Proxy Statement | Executive Officers | |

  65. Security Ownership of Certain Beneficial Owners & Management

    | (15) Mr. Trujillo does not beneficially own shares of common stock and does not receive stock compensation for his board service. See “Director Compensation” on pages 34 and 35 for additional information. |

  66. 2023 Highlights

    2023 Highlights Financial Results and GAAP Profitability. In 2023, profitability was again a key Company priority. After achieving our first free cash flow positive year in 2022, we realized our GAAP profitability milestone in 2023 by achieving quarterly and full-year positive GAAP operating income for the first time. Our Mobility business experienced an increase in Gross Bookings of 32% year-over-year on a constant-currency basis, to $68.9 billion and achieved segment Adjusted EBITDA of approximately $5.0 billion, an increase of 50% year-over-year. Likewise, our Delivery business experienced an increase in Gross Bookings of 15% year-over-year on a constant-currency basis, to $63.7 billion and achieved segment adjusted EBITDA of approximately $1.5 billion, an increase of 173% year-over-year. Although our Uber Freight business fell short of our financial targets, driven largely by macro-economic factors that have impacted the entire sector, we continue to be disciplined on cost management as capacity in the sector continues to normalize in 2024. Total Stockholder Return. We believe our financial results are directly tied to our total stockholder return (TSR). Our TSR improved significantly over the course of 2023, by approximately 143%, reaching a then record high in December 2023 and continued to increase in the first quarter of 2024. In 2023, our one-year TSR outperformed the S&P 500 and our proxy peers, benefitting from continued top-line momentum and the achievement of record profitability. Pay-for-Performance. We continued to align our compensation program with the Company’s performance. Given our strong financial performance in 2023, we achieved and exceeded the pre-established targets for our 2023 key financial goals under our annual cash bonus plan and long-term equity incentive plan. We continue to strongly believe in pay-for-performance, whether positive or negative. Compensation Program Evolution. In 2023 we adopted an expanded Clawback Policy that exceeds the requirements set forth by the SEC to ensure that our governance policies are among the strongest. For our annual cash bonus program, we added a climate change metric as a Company-wide strategic metric in furtherance of our commitment to our ESG priorities and added a stock-based compensation expense metric as a Company financial goal in response to stockholder feedback. In addition, we modified our severance plan to align it with our peers and to reflect our current equity practices that have evolved since our IPO. Regulatory Progress. This year, we affirmed Driver independence through legislation in three U.S. states and we signed the first-ever sectoral collective bargaining agreements in France for Drivers and Couriers. We signed a landmark, first-of-its-kind agreement with the New York Attorney General ensuring Drivers across New York State can now enjoy both the flexibility they want, and new important benefits. We also laid solid groundwork for continued progress in championing our vision globally in the coming year. Successful Chief Financial Officer Transition. This year we successfully onboarded Prashanth Mahendra-Rajah as our new Chief Financial Officer and ensured a smooth transition for the Company. We look forward to Prashanth helping us deliver even more innovation and efficiency as we continue our next phase of profitable growth.

  67. Response to Say-On-Pay in 2023

    | What We Heard | What We Did | | Financial Metrics: Consider SBC expense in our compensation program. | ✓ Added Adj. EBITDA less SBC expense metric as a financial metric to our annual cash bonus plan in an effort to demonstrate our commitment to stockholders to achieve GAAP operating income profitability. | | Enhance Disclosure of Compensation Program: Provide high-quality and transparent disclosures of performance metrics and results. | ✓ Enhanced the disclosure through this CD&A by streamlining the discussion of our performance metrics and results in a way that is clear, concise, and easy to understand. | | ESG Goals: Include ESG goals in executive compensation, and ensure they are quantifiable and positively impact the business. | ✓ Included climate change goals as one of our strategic goals in our annual cash bonus plan that applies to all our NEOs, increasing the number of ESG goals in our compensation program. | | Performance Goals: Ensure incentive plan goals are aligned with and/or exceed stockholder expectations. | ✓ Took stockholder Gross Bookings growth and Adj. EBITDA growth expectations into considerations when developing our short- and long-term incentive programs goals. | | Driver and Courier Well-being: Focus on ensuring that we have the best platform for Drivers and Couriers. | ✓ Incorporate Driver and Courier goals into our annual cash bonus plan to increase the number of monthly active Drivers and Couriers by improving their experience in an effort to have the best platform for them. |

  68. Response to Say-On-Pay in 2023

    The Compensation Committee evaluates and responds to stockholder feedback by implementing changes to our compensation program that further align the interests of our executives with those of our stockholders. These changes ensure that our programs continue to support Uber's key priorities as they evolve year-over-year. In 2024, we will continue to incorporate goals in both our short- and long-term incentive programs that will align the interests of our executives with those of our stockholders, and ensure that we continue to focus and make progress on our ESG goals, including our DEI, safety, Driver and Courier well-being, climate, and human capital management initiatives. Additionally, as a reflection of our compensation philosophy of aligning pay with performance, in 2024, over half of our CEO’s annual equity award will be in the form of PRSUs.

  69. Response to Say-On-Pay in 2023

    | · | Ensure executive accountability through a robust Clawback Policy applicable to certain cash and equity compensation awarded to our executive officers, exceeding what the SEC and NYSE require |

  70. Response to Say-On-Pay in 2023

    | · | Retain an independent compensation consultant |

  71. Response to Say-On-Pay in 2023

    | · | Review our peer group on an annual basis |

  72. Response to Say-On-Pay in 2023

    | · | Include ESG performance metrics tied to our mission and values, including DEI, climate, and safety measures, which support a strong culture and address the interests of a wide array of stakeholders |

  73. Response to Say-On-Pay in 2023

    | · | Conduct an annual compensation risk assessment to evaluate both cash and equity incentive plans across executive and non-executive employee populations |

  74. Response to Say-On-Pay in 2023

    | · | Single-trigger acceleration following a change in control |

  75. Response to Say-On-Pay in 2023

    | · | Provide supplemental retirement and pension benefits |

  76. Response to Say-On-Pay in 2023

    | · | Provide guaranteed bonuses or uncapped incentive award opportunities for executives |

  77. Role of Management, Consultants, and Our Compensation Committee

    Use of Peer Group. The Compensation Committee regularly reviews the appropriateness of the peer group used for purposes of evaluating executive officer compensation. For 2023, as part of our standard peer group review cycle, and considering input from our compensation consultants, the Compensation Committee analyzed our peer group and removed X (formerly known as Twitter), as it is no longer a public company. At the time our peer group review occurred, the Compensation Committee believed the group accurately reflected our peer companies and no additional changes were necessary. While we acknowledge that our peer group contains a few companies that are significantly larger, we consistently compete with those companies for talent and the Compensation Committee believes it is important to be aware of pay levels at our most competitive talent destinations and sources. We continue to believe our peer group is appropriate as the companies we include are technology and consumer-facing companies that are appropriately sized and are business and talent competitors. In developing the peer group, the Compensation Committee considered a variety of factors, including:

  78. Role of Management, Consultants, and Our Compensation Committee

    | · | Business Dynamics: The peer group includes other U.S.-based publicly traded companies in related industries and prioritizes companies that share similar business dynamics with us. The Compensation Committee reviewed companies from a wide range of industries, including other technology platforms, software, logistics, travel, and transportation. The foundation of our platform is our massive network, leading technology, operational excellence, and product expertise. Although we are classified as a Transportation company under Standard and Poor’s Global Industry Classification Standard, we primarily compete with other leading technology companies for expertise that allows us to set the standard for powering movement on-demand, provide platform users with a contextual, intuitive interface, continually evolve features and functionality, and deliver safety and trust. |

  79. Role of Management, Consultants, and Our Compensation Committee

    | · | Talent Flows: We are always competing for the best talent with other technology companies and the broader market. A primary factor considered by the Compensation Committee was our actual experience in the talent market for executive officers. Historically, approximately more than one-third of executives and senior management have come directly from or have been previously employed by companies in our peer group, a trend that continued in 2023. To our knowledge, none of our executives or senior management have been sourced from transportation and logistics companies. Based on our actual experience, we do not believe non-technology companies in industries like transportation and logistics are the appropriate comparators for our business. |

  80. Role of Management, Consultants, and Our Compensation Committee

    | · | Size and Scale: Our peer group represents a portfolio of companies, some of which are much smaller than Uber and some much larger, but generally reflects companies with which we aggressively compete for talent. In 2021, we made changes based on stockholder feedback to reduce the weighting on significantly larger peers and to ensure the peer companies are, on balance, appropriately sized and important talent and business competitors, and we continue to monitor whether additional changes are necessary. When last reviewed and approved by the Compensation Committee, Uber’s gross profit and market capitalization were positioned at approximately the median of the resulting peer group as of July 2023 and revenue was near the 75th percentile. |

  81. Role of Management, Consultants, and Our Compensation Committee

    | 2023 Peer Group | | | | | Adobe | Booking Holdings | Lyft | Salesforce | | Airbnb | DoorDash | Meta Platforms | Spotify Technology | | Alphabet | eBay | Netflix | Tesla | | Amazon.com | Expedia Group | Oracle | Visa | | Block | Intuit | PayPal Holdings | VMware |

  82. Role of Management, Consultants, and Our Compensation Committee

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

  83. Role of Management, Consultants, and Our Compensation Committee

    2023 Executive Compensation Program Key Components Our 2023 compensation program consists of the following components: base salaries, annual cash incentives, and long-term equity incentives in the form of RSUs, PRSUs, and, for Mr. Khosrowshahi only, stock options. In 2023, Mr. Mahendra-Rajah also received stock options as part of his new-hire equity award. We also provide certain other benefits, as described under the heading “Other Benefits.” In order to promote long-term stockholder value creation and link compensation to the key drivers of our business, our primary focus is on the long-term elements of target total direct compensation. Under our executive compensation program, 95% of Mr. Khosrowshahi’s 2023 target total direct compensation was variable and at risk, and on average, 92% was variable and at risk for our other NEOs. A summary of our key pay elements and the rationale for each element is set forth in the following table:

  84. Annual Cash Bonus

    Annual Cash Bonus Our annual cash bonus plan creates a direct relationship between individual bonus amounts and key business performance metrics of the Company that align with the interests of our stockholders. Each year, the Compensation Committee establishes a target bonus amount for each NEO, displayed below as a percentage of base salary. The actual bonuses earned by each NEO are conditioned upon the achievement of certain Company-wide performance goals established by the Compensation Committee and are also conditioned upon the achievement of individual performance goals, which are unique to each NEO. Following the close of the fiscal year, the Compensation Committee conducts a comprehensive review of the level of attainment of the Company-wide performance goals and each NEO’s individual performance, and determines the bonus payout earned by each NEO. The table below details the target annual cash bonus opportunity for each NEO for 2023:

  85. Annual Cash Bonus

    | Name | 2023 Target Bonus | 2023 Target Bonus as a % of Base Salary | 2022 Target Bonus as a % of Base Salary | % Change from 2022 as a % of Base Salary | | Dara Khosrowshahi | $2,000,000 | 200% | 200% | 0% | | Prashanth Mahendra-Rajah(1) | $800,000 | 100% | — | — | | Jill Hazelbaker | $800,000 | 100% | 100% | 0% | | Nikki Krishnamurthy | $700,000 | 100% | 100% | 0% | | Tony West | $1,600,000 | 200% | 200% | 0% | | Nelson Chai | $925,000 | 100% | 100% | 0% |

  86. Annual Cash Bonus

    (1) Mr. Mahendra-Rajah commenced employment with Uber as our CFO in November 2023. As such, his 2023 target cash bonus opportunity was prorated based on days with the Company during 2023.

  87. Annual Cash Bonus

    | 2023 Executive Compensation Program Key Components | | 49 |

  88. 2023 Annual Cash Bonus Plan Goals

    2023 Annual Cash Bonus Plan Goals In 2023, we continued to evolve the strategic and operational priorities in our annual cash bonus plan, taking into account stockholder feedback received in 2022. The Compensation Committee believes the plan design and chosen measures and weighting are responsive to our stockholders, and appropriate to incentivize achievement of certain long-term corporate goals that we believe further our long-term strategic and overall profitability goals. Additionally, the Compensation Committee established individual performance goals for our NEOs that can increase or decrease the bonus payable to each NEO by 50%-150% based on individual performance (with a maximum bonus payable to each NEO capped at 200% of target). The Compensation Committee believes this provides a structure for recognizing individual achievement and holding each NEO accountable for their personal performance (as described later in the bonus payout section, individual modifiers for 2023 were determined to be 100%, and therefore did not have an impact on bonus payouts). Below is a high level summary of the structure of our 2023 Annual Cash Bonus Plan:

  89. 2023 Annual Cash Bonus Plan Goals

    | 50 | Uber 2024 Proxy Statement | Compensation Discussion & Analysis | |

  90. 2023 Annual Cash Bonus Plan Achievement - Company Goals

    2023 Annual Cash Bonus Plan Achievement - Company Goals The discussion below summarizes each component of the Company goals for our 2023 Annual Cash Bonus Plan and the level of achievement assigned to each component by the Compensation Committee. For 2023, the Compensation Committee set the target for each goal higher than both the target and achievement earned in 2022. A summary of achievement for our 2023 Annual Cash Bonus Plan is immediately below, and a detailed discussion of the results follows.

  91. 2023 Annual Cash Bonus Plan Achievement - Company Goals

    | 2 023 Executive Compensation Program Key Components | | 51 |

  92. 2023 Annual Cash Bonus Plan Achievement - Company Goals

    | Financial Goals (60% Weighting) | | ✓ Gross Bookings. In 2023, we beat our overall Gross Bookings targets by approximately $5.6 billion, ending 2023 with $137.9B up 20% on a constant currency basis, compared to 2022. Gross Bookings growth was primarily driven by increases in users (MAPCs) and frequency (monthly Trips per MAPC), both reaching all time highs in Q4 2023. MAPCs grew to 150M while frequency expanded sequentially each quarter to 5.8 in Q4 of 2023, improving year-over-year by 15% and 8%, respectively. Mobility Gross Bookings grew 32% year-over-year, on a constant currency basis, driven by strong underlying Trips growth, as we continued to broaden Mobility use cases through additional products such as Reserve, Taxi, Moto, among others. Delivery Gross Bookings grew 15% year-over-year, on a constant currency basis, accelerating on a year-over-year basis to 17% in Q4 of 2023 as we deepened membership penetration and further scaled Grocery & Retail to $7 billion in Q4 of 2023 annualized Gross Bookings. ✓ Adjusted EBITDA. 2023 Adjusted EBITDA improved year-over-year by approximately $2.3 billion, landing at $4.1 billion for the full year significantly exceeding our targets. This was driven by maintaining a focus on driving cost efficiencies and gaining operating leverage through a disciplined approach to managing fixed costs and headcount. This operational rigor allowed us to continue to invest across a number of key growth areas and still improve overall profit margin, outperforming on Adjusted EBITDA in 2023. ✓ Adjusted EBITDA less SBC. In 2023, we added “Adjusted EBITDA less Stock-based Compensation Expense (SBC)” to our annual bonus plan metrics in an effort to demonstrate our commitment to stockholders to achieve GAAP operating income profitability. As a result of our disciplined approach to headcount, and favorable labor market dynamics, the rate of annual SBC growth decelerated significantly compared to prior years, to 8% year-over-year, which resulted in outperformance of this metric in 2023. |

  93. 2023 Annual Cash Bonus Plan Achievement - Company Goals

    | Strategic & Operational Priorities (40% Weighting) | | At the beginning of 2023, the Compensation Committee established five key strategic and operational priorities that we believe furthered our long-term strategy and aligned with our missions and values as a company. These strategic and operational priorities were a mix of quantitative metrics based on objective criteria and were each equally weighted (i.e., 8%) in the bonus formula, accounting for 40% of the annual cash bonus. Uber has always been a company that embraces change and flexibility in order to respond to evolving market conditions and opportunities, as well as a company that values and encourages problem-solving and speed, and we believe that the priorities we established for our 2023 Annual Cash Bonus Plan reflect the current state of our business and incorporate stockholder feedback. We believe that the balance of strategic and operational quantitative goals provides a comprehensive and robust system for the measurement of our NEOs’ performance, while enabling the Company to embrace the pace of change and the importance of innovation and agility in the market in which we operate. Performance against each of the strategic and operational priorities was evaluated at the end of 2023, with such assessment described below: ✓ Build robust membership program across Mobility and Delivery. We exceeded our target of increasing membership by 50% year-over- year. During 2023, our Uber One member base continued its impressive growth, ending 2023 with 19 million members, growing over 60% year-over-year. In addition to geographic expansion, we’ve successfully driven new member growth through brand campaigns, enhanced program benefits, and further expansion to 25 countries by the end of 2023 (13 more countries than 2022). ✓ Maintain or gain category position (CP)(7) for Mobility and Delivery globally. In 2023, CP for our Mobility business remained strong, gaining CP in the majority of our top markets, experiencing multi-year highs in the U.S., U.K., Canada, India, and Spain. Similarly, Delivery CP performed well and gained CP in all ten of its key markets. x Incorporate Company culture into day to day. Uber’s values define who we are as a Company and provide the clear guidance we need to achieve our mission. We pride ourselves on being a values led organization and are committed to living and modeling these values each day. To that end, we set an incredibly high bar for ourselves, and to ensure that we’re holding ourselves accountable to living and modeling these cultural values in our day to day, we measure employee sentiment through an internal employee survey twice a year. Following strong results in 2022, we set an ambitious goal to further improve our cultural values survey results. In 2023, despite our survey results decreasing by approximately three percentage points year-over-year, our cultural values survey results remain positive and near all-time highs, and employees continue to be highly engaged. ✓/x Climate change. Uber continues to be committed to environmental sustainability and our contributions to climate improvement. In 2023, we saw meaningful improvement in the percentage of zero-emission vehicle miles on our platform in both the U.S. and Canada and our key European cities, with an increase of over three percentage points and over four percentage points respectively. Although we made notable progress, we fell short of our goals and remain focused on continued improvement moving forward. ✓ Best platform for Drivers and Couriers. In 2023, we announced several improvements to the Uber Driver app, while also making earnings on Uber safer and fairer. As a result, by Q4 of 2023, monthly active Drivers and Couriers reached 6.8 million, an increase of 26% year-over-year. New features aimed at improving safety included “Record My Ride” and Rider verification, as well as other app improvements that made Courier parking and drop-offs easier. Additionally, improvements were made to make earnings more fair, including a pathway to reviewing account deactivations and protecting Drivers from false allegations and unfair ratings. |

  94. 2023 Annual Cash Bonus Plan Achievement - Company Goals

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

  95. 2023 Annual Cash Bonus Plan Achievement - Company Goals

    | 52 | Uber 2024 Proxy Statement | Compensation Discussion & Analysis | |

  96. 2023 Annual Cash Bonus Plan Achievement - Individual Modifier

    2023 Annual Cash Bonus Plan Achievement - Individual Modifier At the beginning of 2023, the Compensation Committee established strategic and functional goals that contribute to our long-term strategy and align with the mission and values of our Company for each NEO on an individual basis. As discussed above, although the Compensation Committee may adjust the final payout of the annual cash bonus upward or downward by 50%-150% on the basis of individual performance after determination of the formulaic Company-wide achievement, and despite the Compensation Committee recognition of the exemplary performance of each NEO over the course of the year (as described in detail in the section below), which led to the Company’s outstanding financial year and subsequent above target formulaic cash bonus payout, it determined that it was appropriate to not provide any adjustments on the basis of individual performance for any of the NEOs. The table below sets forth the individualized performance goals of each NEO established at the beginning of 2023 and summarizes the results assessed by the Compensation Committee in determining whether to modify the annual cash bonus payment. As noted above, the Compensation Committee did not choose to modify the annual cash bonus payments through a downward or upward adjustment from the individual modifier.

  97. 2023 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Dara Khosrowshahi | | | | Deliver on cost savings and efficiency | • | Significantly improved GAAP operating costs, reducing from 10.5% of Gross Bookings in Q4 of 2022 to 8.0% of Gross Bookings in Q4 of 2023, approximately 250 basis points improvement year-over-year on a reported basis (or approximately 110 basis points improvement excluding business model change impacts). | | | • | Made progress in key priority areas with a disciplined approach to managing fixed costs and headcount, which resulted in significant efficiencies and cost savings, despite material headwinds related to insurance primarily due to an increase in miles driven in our Mobility business. | | Drive platform engagement | • | Improved quarterly active platform consumer’s multi-product usage year-over- year, leading to notable progress in user engagement growth (Trips per user) and overall Gross Bookings growth throughout 2023. | | | • | Expanded multi-product usage primarily as a function of Mobility efforts aimed to grow non-UberX Trips and use case expansion in areas such as Uber Reserve, Taxi, and Uber for Business, among others, and for Delivery, the investments in global membership growth, and focus on driving Uber Eats users to engage in Grocery & Retail related offerings. | | Grow New Verticals and Direct | • | Although slightly lagging behind target, the Grocery & Retail (formerly referred to as New Verticals) and Uber Direct businesses showed strong momentum, scaling to $7 billion in Q4 2023 annualized Gross Bookings, and outperformed expectations on an underlying Trips basis. | | Champion IC+ models | • | Attained a landmark, first-of-its-kind agreement with the New York Attorney General ensuring Drivers across the state can now enjoy both the flexibility they want, and new important benefits, laying the framework for future agreements. | | | • | Affirmed Driver independence in the U.S. through legislation in three states. | | | • | Advanced similar outcomes in markets around the world, resulting in the passage of legislation in Australia and proposed legislation in Brazil in early 2024. | | Jill Hazelbaker | | | | Drive growth across Uber products | • | Led successful brand campaigns that drove a significant lift in awareness and consideration across multiple markets, products, and lines of business. | | | • | Drove growth in our Mobility offering by achieving positive lifts in awareness for our products, including hailables, reserve, and teen offerings, in seven out of eight priority markets. | | | • | Demand for our Delivery offering grew year-over-year in nearly all markets, despite strong competition. | | | • | Achieved notable growth in the brand awareness of Uber One across all markets. |

  98. 2023 Annual Cash Bonus Plan Achievement - Individual Modifier

    | 2023 Executive Compensation Program Key Components | | 53 |

  99. 2023 Annual Cash Bonus Plan Achievement - Individual Modifier

    | Deliver new users and increased engagement through improved performance marketing efficiency | • | Performance marketing channels materially increased impact, and the customer relationship management channel grew 50% year-over-year. | | | • | Increased engagement and drove acquisition in both our Mobility offering and our Delivery offering by utilizing various performance marketing channels successfully. | | | • | Customer resource management channel grew incremental gross bookings by approximately 100% for Riders, Drivers, and Couriers, and approximately 54% for Uber Eats users. | | Champion IC+ models | • | Attained a landmark, first-of-its-kind agreement with the New York Attorney General ensuring Drivers across the state can now enjoy both the flexibility they want, and new important benefits, laying the framework for future agreements. | | | • | Affirmed Driver independence in the U.S. through legislation in three states. | | | • | Advanced similar outcomes in markets around the world, resulting in the passage of legislation in Australia and proposed legislation in Brazil in early 2024. | | Nikki Krishnamurthy | | | | Improve Uber’s hiring | • | While 2023 was a year of disciplined headcount growth, candidate Net Promoter Scores, which measure how candidates like or dislike their experience with our organization during their application and recruitment process, remained steady. | | | • | Interviewer satisfaction levels remained in the 90%+ range during 2023. | | Employee retention | • | Employee retention remained strong during 2023, with voluntary attrition down an additional 6.5 percentage points year-over-year. While some of this decrease continues to be attributable to external factors (e.g., macroeconomic, reductions in force at many of our peer companies and in the broader technology market), our employee survey results show that employees continue to be proud to work at Uber and passionate about our mission and therefore want to stay and continue to help us achieve our long-term goals. | | Optimize real estate cost structure | • | Successfully negotiated the leasing of approximately 500K square feet of San Francisco office space, which was the largest commercial real estate deal in San Francisco since 2019. | | Tony West | | | | Champion IC+ models | • | Attained a landmark, first-of-its-kind agreement with the New York Attorney General ensuring Drivers across the state can now enjoy both the flexibility they want, and new important benefits, laying the framework for future agreements. | | | • | Affirmed Driver independence in the U.S. through legislation in three states. | | | • | Advanced similar outcomes in markets around the world, resulting in the passage of legislation in Australia and proposed legislation in Brazil in early 2024. | | Manage enterprise risk | • | Engaged globally with more than 100 regulators, attorney generals, policymakers, labor unions, and other government stakeholders to educate them on our business, encourage collaboration, build public-private partnerships, and mitigate risks. | | | • | Launched the Office of Responsible Artificial Intelligence (AI) to further establish and maintain principled and ethical AI use at Uber. | | Continued development of our ESG strategy and programs | • | Published Uber’s first Civil Rights Assessment and began implementing recommendations with oversight by a newly formed Equity Leadership Council. | | | • | Improved our CDP (Carbon Disclosure Project) score, a key environmental performance indicator, through enhanced disclosures regarding greenhouse gas emissions, energy consumption, and approval of science-based emissions reduction targets by the SBTi. | | | • | Increased transparency by expanding and enhancing our Political Engagement Report. | | | • | Published a combined ESG and People & Culture Report, making goals and metrics more easily accessible to stockholders through a new external facing website. |

  100. 2023 Annual Cash Bonus Plan Achievement - Individual Modifier

    | 54 | Uber 2024 Proxy Statement | Compensation Discussion & Analysis | |

  101. 2023 Annual Cash Bonus Payouts

    2023 Annual Cash Bonus Payouts Based on the Compensation Committee’s evaluation of our overall fiscal 2023 performance against the metrics established at the beginning of 2023, as described in detail above, the annual cash bonus payout for each NEO was as set forth in the table below. The Committee determined that the Company Goals component of the annual cash bonus paid out at 158.74% based on the level of achievement against the Company Goals pre-set at the beginning of 2023 (as described in further detail above). While the level of achievement of the Company Goals component of the annual cash bonus is measured based on pre-set, formulaic metrics, the Compensation Committee may adjust the final payout of the annual cash bonus upward or downward by 50%-150% on the basis of individual performance. Although the Compensation Committee recognized the exemplary performance of each NEO over the course of the year, which led to the Company’s outstanding financial year, it decided to not provide any adjustments on the basis of individual performance for any of the NEOs (as measured against the NEO’s pre-set individual performance, as discussed above). The table below sets forth the final bonus payouts for 2023 for each NEO:

  102. 2023 Annual Cash Bonus Payouts

    | Name | Target Incentive | Company Performance % | Individual Performance % | Final Payout % | FY23 Incentive Payout | | Dara Khosrowshahi | $2,000,000 | 158.74% | 100% | 158.74% | $3,174,800 | | Prashanth Mahendra-Rajah(1) | $133,699 | — | — | 100.00% | $133,699 | | Jill Hazelbaker | $800,000 | 158.74% | 100% | 158.74% | $1,269,920 | | Nikki Krishnamurthy | $700,000 | 158.74% | 100% | 158.74% | $1,111,180 | | Tony West | $1,600,000 | 158.74% | 100% | 158.74% | $2,539,840 | | Nelson Chai(2) | $925,000 | — | — | — | — |

  103. 2023 Annual Cash Bonus Payouts

    | (1) As Mr. Mahendra-Rajah commenced his employment with the Company in November 2023, his 2023 Annual Cash Bonus payout reflects his target amount, prorated based on days with the Company during 2023. |

  104. 2023 Annual Cash Bonus Payouts

    | (2) Mr. Chai was not entitled to receive a 2023 Annual Cash Bonus Payout in accordance with our Executive Severance Plan, due to his involuntary termination of service with the Company, as described in more detail in the “—Potential Payments Upon Termination or Change in Control” section of this Proxy Statement. |

  105. Long-Term Equity Incentives

    Long-Term Equity Incentives In 2023, we continued to use equity incentives as a key component of our total compensation package for our NEOs. Consistent with our compensation objectives, we believe this approach allows us to attract and retain the highest level of talented and experienced executive officers, aligns our executive officer incentives with the long-term interests of our Company and our stockholders, and ultimately drives long-term stockholder value. Early in the year, the Compensation Committee reviews and approves annual equity awards for our NEOs, and awards are granted in March. In determining the form, size, frequency, and material terms of NEO equity awards, our Compensation Committee customarily considers, among other factors, each executive officer’s role criticality relative to others at our Company and the Company’s major strategic initiatives, Company and individual performance, the equity awards provided to executive officers in similar roles of our peer companies, and the determination of our Compensation Committee, CEO and compensation consultants of the essential need to retain these executive officers. Our compensation program is intended to achieve alignment between our long-term strategic goals and our stockholders’ interests, and be grounded in our pay for performance philosophy and our mission and values. In 2021, we began the practice of granting PRSUs to all of our NEOs, rather than just certain NEOs, in order to create alignment across the executive team. Today, all of our NEOs receive long-term equity-incentive awards in the form of PRSUs, which ties them directly to key financial and operational priorities. Our PRSU Program connects our NEO’s compensation to our long- term financial goals and ESG goals that are critical to our business. In 2022, we added stock options to the compensation mix for Mr. Khosrowshahi in lieu of a portion of the time-based RSU award he would otherwise have been granted, which ties Company stock performance to the value received. We will continue to monitor the equity mix in the future to ensure it appropriately balances incentives, alignment, and retention.

  106. Stock Options

    Stock Options We first added stock options to the mix of Mr. Khosrowshahi’s long-term equity incentive compensation in order to further reinforce stockholder value creation in our long-term incentive program in 2022, and continued to include stock options in Mr. Khosrowshahi’s compensation in 2023. The stock options were added in lieu of a portion of the time-based RSUs that would otherwise have been granted to Mr. Khosrowshahi as part of his equity compensation. In 2023, we also granted Mr. Mahendra-Rajah stock options as part of his new-hire equity award. This further aligns their interests with those of stockholders by tying the Company’s stock performance to the potential value received. As a result, 75% of Mr. Khosrowshahi’s target annual equity opportunity, and 57% of Mr. Mahendra-Rajah’s total target new-hire equity opportunity is subject to total stockholder returns and performance-based achievement through both the stock option awards and our PRSU Awards. Information regarding prior years’ stock option grants to Messrs. Khosrowshahi, West, and Chai, and Ms. Krishnamurthy, including performance- based vesting conditions, is contained in the table “Outstanding Equity Awards as of December 31, 2023.”

  107. RSUs

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

  108. RSUs

    | 2023 Executive Compensation Program Key Components | | 55 |

  109. 2023 Equity Awards

    2023 Equity Awards As part of the annual equity refresh portion of our compensation program at the beginning of 2023, our Compensation Committee granted our NEOs a combination of RSUs, PRSUs, and, in the case of Mr. Khosrowshahi, stock options. Upon his commencing employment with the Company in November 2023 as our CFO, Mr. Mahendra-Rajah was granted a new-hire equity award, which consisted of a combination of RSUs, PRSUs, and stock options. Our PRSU awards are subject to the structure described below and cliff-vest at the end of a three-year period based on actual, certified performance against pre-established quantitative goals set by our Compensation Committee. All of our NEOs were granted PRSU Awards in 2023. Our RSU awards granted in 2023 to our NEOs other than Mr. Khosrowshahi vest over four years on a monthly basis (Mr. Mahendra-Rajah’s new-hire RSU grant does not begin vesting until the three month anniversary of the vesting commencement date, and vests on a monthly basis thereafter). RSUs granted in 2023 to Mr. Khosrowshahi vest 25% per year over four years, and stock options granted to Mr. Khosrowshahi and Mr. Mahendra-Rajah vest 25% per year over four years, both providing additional retentive value through annual cliff vesting. As a reflection of the change to the competitive market during 2022, our stock price performance and how our stockholders fared, and our efforts to achieve GAAP operating income profitability in 2023, the Compensation Committee determined it was appropriate to decrease the value of our annual equity grants for 2023 by 10% versus 2022 grants for all of our NEOs. The equity grants awarded to our NEOs in 2023 consisted of the following:

  110. 2023 Equity Awards

    | Name | Annual RSUs(1)(2) | Annual PRSUs(1)(3) | Annual Stock Options(4)(5) | Total Equity | | Dara Khosrowshahi | $4,612,500 | $9,225,000 | $4,612,500 | $18,450,000 | | Prashanth Mahendra-Rajah(6) | $6,000,000 | $4,000,000 | $4,000,000 | $14,000,000 | | Jill Hazelbaker | $4,200,000 | $2,100,000 | — | $6,300,000 | | Nikki Krishnamurthy | $3,300,000 | $1,650,000 | — | $4,950,000 | | Tony West | $4,800,000 | $2,400,000 | — | $7,200,000 | | Nelson Chai(7) | $5,400,000 | $5,400,000 | — | $10,800,000 |

  111. 2023 Equity Awards

    | (1) The dollar amounts listed in the table above for fiscal year 2023 PRSUs will not match the amounts in the Stock Awards column of the Summary Compensation Table or the Grants of Plan-Based Awards table. Because the accounting grant date of a PRSU occurs when the performance targets are approved and the terms of the grant become certain, and some financial targets under our PRSUs are established annually, stock awards listed in the Summary Compensation Table and Grants of Plan-Based Awards Table include portions of current and prior year performance-based equity awards, as described in more detail in footnote one to the Summary Compensation Table. In addition, the dollar amounts listed in the table above for 2023 RSUs will not match the amounts in the Stock Awards column of the Summary Compensation Table or the Grants of Plan-Based Awards Table because the number of shares subject to an award is determined based on the 30-day average stock price for the month immediately preceding the month of grant, whereas the grant date fair value reported in those tables is based on the stock price on the grant date. |

  112. 2023 Equity Awards

    | (2) The RSUs vest over four years on a monthly basis for all NEOs other than Mr. Khosrowshahi and Mr. Mahendra-Rajah. Mr. Mahendra-Rajah’s new-hire RSU grant does not begin vesting until the three month anniversary of the vesting commencement date, but vests on a monthly basis thereafter. Mr. Khosrowshahi’s RSUs vest 25% per year over four years. |

  113. 2023 Equity Awards

    | (3) The PRSUs vest in full following the end of the three-year performance period, with the number of shares earned determined based on certified, actual performance against pre-established goals, 60% of which are measured at the completion of the three-year period, with the remaining 40% measured based on certain metrics for each year in the three-year period, with 13.3% being measured each year. |

  114. 2023 Equity Awards

    | (4) Stock options vest 25% per year over four years. |

  115. 2023 Equity Awards

    | (5) Stock options were granted to our CFO upon his commencement of employment with Uber in November 2023 as part of his new-hire equity award. |

  116. 2023 Equity Awards

    | (6) As Mr. Mehendra-Rajah joined the Company in November 2023, he was granted a new-hire equity award upon his commencement of employment, and will not be eligible to receive an additional equity award as part of the annual equity award refresh process until 2025. |

  117. 2023 Equity Awards

    | (7) Mr. Chai forfeited unvested equity from his 2023 equity awards that did not vest in accordance with our Executive Severance Plan, due to his involuntary termination of service with the Company, as described in more detail in the “--Potential Payments Upon Termination or Change in Control” section of this proxy statement. |

  118. 2023 PRSUs - Metrics & Weights

    2023 PRSUs - Metrics & Weights In 2023, at least one-third of the annual equity awards made to our NEOs were in the form of PRSUs (other than our CFO who commenced his role with the Company in November). Our Compensation Committee established quantitative goals, both financial and strategic, for our 2023 PRSUs, with vesting to occur at the end of a three-year period, subject to the achievements of the specified pre-established targets. As our business evolves, we have evolved our compensation to include a consistent PRSU program. For the past three years, our PRSU Awards have been structured the same, with 80% of the PRSU award based on key financial goals and metrics, 20% of the PRSU Award based on long-term strategic goals and metrics, and the entire PRSU Award subject to a rTSR modifier, ensuring stability in our compensation program.

  119. Strategic Goals & rTSR Modifier

    | • | rTSR. In order to further align the interests of our executives to those of our stockholders and to tie the long-term compensation of our executives to our long-term financial success, the metrics of our long-term incentive compensation awards are subject to an rTSR modifier. The rTSR modifier compares the three-year annualized TSR of the Company, calculated by using the average stock price for the month immediately preceding the beginning of the performance period and average stock price for the month ending the performance period, against the TSR of the companies included in the S&P 500 over the same three year period. We use the S&P 500 as the comparator for our rTSR modifier as opposed to, for example, our peer group or a technology-focused comparator group (which may experience different levels of volatility in returns compared to the broader market) because it is a robust collection of companies that we believe provides a stable and appropriately representative point of comparison for our Company’s returns. Furthermore, as announced in 2023, Uber joined the S&P 500 |

  120. Strategic Goals & rTSR Modifier

    | (2) If TSR is in the 0-25th percentile, the applicable rTSR modifier will always be 0.7X, and could result in an ultimate payout of less than 50% of the PRSU target, due to such modification. |

  121. 2021 PRSUs - Payouts including rTSR Modifier

    2021 PRSUs - Payouts including rTSR Modifier Final payout of the 2021 PRSUs, which vest on March 16, 2024 based on actual, certified achievement, is set forth below. Results disclosed below reflect the level of achievement of the key financial performance metrics for each of FY21-FY23 and the level of achievement of our DEI and safety improvement performance metrics over the three-year performance period. Based on these performance results, final payout of the 2021 PRSU Awards for the participating NEOs is set forth below.

  122. 2021 PRSUs - Payouts including rTSR Modifier

    | FY21-FY23 Award | # of PRSUs Granted | # of PRSUs Vested | | Dara Khosrowshahi | 121,654 | 147,517 | | Jill Hazelbaker | 40,145 | 48,679 | | Nikki Krishnamurthy | 54,483 | 66,065 | | Tony West | 28,675 | 34,772 | | Nelson Chai(1) | 52,137 | 63,220 |

  123. 2021 PRSUs - Payouts including rTSR Modifier

    | (1) Mr. Chai’s 2021 PRSUs vested in accordance with our Executive Severance Plan, due to his involuntary termination of service with the Company, as described in more detail in the “—Potential Payments Upon Termination or Change in Control” section of this proxy statement. |

  124. 2021 PRSUs - Payouts including rTSR Modifier

    | 60 | Uber 2024 Proxy Statement | Compensation Discussion & Analysis | |

  125. 2021 PRSUs - Payouts including rTSR Modifier

    Other Benefits

  126. Executive Severance Plan & Employment Agreements

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

  127. Clawback Policy

    Clawback Policy In 2023, we adopted an amended and restated Clawback Policy and publicly filed it in accordance with the SEC’s adoption of the final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE’s adoption of compensation recovery listing standards. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executives officers (as such term is defined in Rule 10D-1, for purposes of this section, a “Section 16 officer”) of the Company in the event that the Company is required to prepare an accounting restatement. The recovery of such compensation applies regardless of whether a Section 16 officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. In addition to implementing measures mandated by the SEC, our Clawback Policy provides that our Board of Directors may seek to recover equity compensation (including stock options, restricted stock, time-based RSUs, and PRSUs) awarded after March 28, 2019, and cash severance and incentive-based compensation awarded after October 26, 2020, from an executive officer (including senior executives designated by the Board of Directors or the Compensation Committee) in connection with a material breach by such executive officer of restrictive covenants in agreements between us and the executive officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the executive officer’s misconduct that harms the business or reputation of the Company.

  128. Tax & Accounting Considerations

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

  129. Tax & Accounting Considerations

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Dara Khosrowshahi | | | | | | | | | | Chief Executive Officer & Director | 2023 | $1,000,000 | — | $13,721,292 | $6,089,126 | $3,174,800 | $262,990(2) | $24,248,209 | | | 2022 | $1,000,000 | — | $14,281,685 | $5,888,923 | $2,937,200 | $169,169 | $24,276,977 | | | 2021 | $1,000,000 | — | $16,030,080 | — | $2,400,000 | $507,738 | $19,937,818 | | Prashanth Mahendra-Rajah | | | | | | | | | | Chief Financial Officer | 2023 | $133,333 | $1,000,000(3) | $9,558,088 | $3,999,988 | $133,699 | $1,870(4) | $14,826,979 | | Jill Hazelbaker | | | | | | | | | | SVP, Marketing and Public Affairs | 2023 | $800,000 | — | $6,191,829 | — | $1,269,920 | $10,059(4) | $8,271,808 | | | 2022 | $800,000 | — | $6,267,013 | — | $1,174,880 | — | $8,241,893 | | | 2021 | $800,000 | — | $6,150,976 | — | $960,000 | — | $7,910,976 | | Nikki Krishnamurthy | | | | | | | | | | SVP & Chief People Officer | 2023 | $700,000 | — | $4,945,968 | — | $1,111,180 | $249,313(5) | $7,006,462 | | | 2022 | $683,333 | — | $5,381,507 | — | $1,028,020 | $102,796 | $7,195,656 | | | 2021 | $591,667 | — | $9,416,914 | — | $720,000 | $12,402 | $10,740,983 | | Tony West | | | | | | | | | | SVP, Chief Legal Officer & Corporate Secretary | 2023 | $800,000 | — | $7,015,711 | — | $2,539,840 | $9,995(4) | $10,365,547 | | | 2022 | $800,000 | — | $7,461,678 | — | $2,349,760 | — | $10,611,438 | | | 2021 | $800,000 | — | $5,382,731 | — | $1,200,000 | $36,022 | $7,418,752 | | Nelson Chai | | | | | | | | | | Former Chief Financial Officer | 2023 | $904,167 | — | $10,556,989 | — | — | $26,048(5) | $11,487,204 | | | 2022 | $800,000 | — | $10,290,602 | — | $1,174,880 | $20,890 | $12,286,372 | | | 2021 | $800,000 | — | $5,066,060 | — | $960,000 | $11,427 | $6,837,486 |

  130. Tax & Accounting Considerations

    | (1) The vesting schedule applicable to each award is set forth in the “Outstanding Equity Awards as of December 31, 2023" table. |

  131. Tax & Accounting Considerations

    | Outstanding Equity Awards as of December 31, 2023 | | 65 |

  132. Tax & Accounting Considerations

    | Potential Payments Upon Termination or Change in Control | | 67 |

  133. Tax & Accounting Considerations

    | Pay versus Performance Table | | 69 |

  134. Tax & Accounting Considerations

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

  135. Tax & Accounting Considerations

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

  136. Tax & Accounting Considerations

    | Year | Reported Summary Compensation Table Total for PEO | Reported Grant Date Value of Equity Awards | Equity Award Adjustments | Compensation Actually Paid to PEO | | 2023 | $24,248,209 | ($19,810,419) | $105,231,998 | $109,669,788 | | 2022 | $24,276,977 | ($20,170,608) | ($13,052,406) | ($8,946,037) | | 2021 | $19,937,818 | ($16,030,080) | $304,416 | $4,212,154 | | 2020 | $12,246,078 | ($9,500,772) | $42,291,785 | $45,037,091 |

  137. Tax & Accounting Considerations

    | Pay versus Performance Table | | 71 |