DEF 14A of Lyft, Inc.
Filed Apr 10, 2026 · FY20250001628280-26-024680
Nominees for Director
Nominees for Director David Risher. Mr. Risher has served as our Chief Executive Officer since April 2023 and as a member of our board of directors since July 2021. Mr. Risher co-founded Worldreader, a non-profit organization, and served as its Chief Executive Officer from November 2009 until April 2023, as Board President from March 2010 until April 2023 and as Board Founding Chair since April 2023. Prior to Worldreader, Mr. Risher served as Senior Vice President, US Retail at Amazon.com, Inc. (“Amazon”), an e-commerce company. Prior to joining Amazon, he served as a General Manager at Microsoft Corporation, a software company. Mr. Risher currently serves on the boards of directors of several privately-held and non-profit companies. Mr. Risher holds a B.A. in Comparative Literature from Princeton University, an M.B.A. from Harvard Business School and an honorary Ph.D. from Wilson College. Mr. Risher was selected to serve on our board of directors because of his operational and leadership experience as a founder and executive, as well as his experience in senior leadership roles at scaled technology companies. He also provides valuable insight in his current capacity as our Chief Executive Officer. Deborah Hersman. Ms. Hersman has served as a member of our board of directors since January 2026. From January 2019 to February 2021, Ms. Hersman served as Chief Safety Officer and Advisor at Waymo LLC, an autonomous driving technology company and an independent company of Google’s parent company, Alphabet Inc. From 2014 to 2019, she served as President and Chief Executive Officer of the National Safety Council, a nonprofit organization focused on workplace and roadway safety advocacy. From 2004 to 2014, Ms. Hersman served as a member of the board of directors and from 2009 to 2014 as chair of the National Transportation Safety Board. Previously, she served in a professional staff role for the U.S. Senate Commerce, Science and Transportation Committee. Ms. Hersman has served as a member of the board of directors of ONE Gas, Inc., a natural gas utility company, since June 2023 and will serve as Chair starting in May 2026, and NiSource Inc., an electric and gas utility company, since June 2019. In the past five years, she also served as a member of the board of directors of Velodyne Lidar, Inc., a lidar technology company. Ms. Hersman holds a B.A. in Political Science and International Studies from Virginia Tech, and a M.S. in Conflict Analysis and Resolution from George Mason University. Ms. Hersman was selected to serve on our board of directors because of her significant operating experience in the autonomous vehicles industry, safety and regulatory expertise and public company board experience, which provide valuable perspectives to support the Company’s strategic growth and risk oversight. Dave Stephenson. Mr. Stephenson has served as a member of our board of directors since February 2023. Mr. Stephenson is the Chief Business Officer and Head of Employee Experience of Airbnb, Inc. (“Airbnb”), a vacation rental online marketplace company. Mr. Stephenson has been the Chief Business Officer since January 2024 and the Head of Employee Experience since August 2021. Mr. Stephenson was previously the Chief Financial Officer of Airbnb from January 2019 to February 2024. Prior to joining Airbnb, Mr. Stephenson spent 17 years at Amazon, an e-commerce company, where he was most recently Vice President and Chief Financial Officer of their Worldwide Consumer Organization from June 2015 to December 2018. Before that, from September 2013 to June 2015, Mr. Stephenson was the Chief Financial Officer of Amazon’s International Consumer business and led finance across many areas of the company. Mr. Stephenson served as President and Chief Financial Officer of Big Fish Games, Inc., a gaming company, from September 2011 to September 2013. Since September 2025, Mr. Stephenson currently serves as a member of the board of directors of SiriusXM Holdings, Inc., a North American audio entertainment company. Mr. Stephenson holds a B.S. in Industrial and Management Engineering from Montana State University and an M.B.A. from the University of Iowa. Mr. Stephenson was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies, and his deep understanding of finance, capital allocation, financial reporting, strategy, operations and risk management.
Continuing Directors
Continuing Directors Sean Aggarwal. Mr. Aggarwal has served as a member of our board of directors since February 2016 and was appointed as our Board Chair in August 2025. Mr. Aggarwal previously served as our Lead Independent Director from April 2023 to August 2025, and as our Board Chair from January 2019 to April 2023. Since February 2022, Mr. Aggarwal has served as Co-Founder and Chairman of Borderless AI, an artificial intelligence-powered human resource management platform. Since March 2016, Mr. Aggarwal has served as the Chief Executive Officer of Soar Capital, LLC, where he focuses on investments in technology companies. Previously, Mr. Aggarwal served as the Chief Financial Officer at Trulia, Inc., an online real estate company. Prior to Trulia, Mr. Aggarwal served as the Vice President of Finance at PayPal, Inc., an online payments company, and at eBay Inc. (“eBay”) in various finance roles including as Vice President of Finance. Prior to eBay, Mr. Aggarwal served as Director of Finance at Amazon, an e-commerce company. Mr. Aggarwal started his career in investment banking with Merrill Lynch, Pierce, Fenner & Smith Incorporated, a financial services company. Mr. Aggarwal currently serves as a member of the board of directors of Arlo Technologies, Inc., a home security company. In addition, in the past five years, he served on the board of directors of Sonder Holdings Inc., a hospitality company, and Yatra Online, Inc., an online travel company. Mr. Aggarwal holds a Master of Management from Northwestern University, Kellogg School of Management. Mr. Aggarwal was selected to serve on our board of directors because of his significant operational experience as an executive with technology companies, and his deep understanding of finance, capital allocation, financial reporting, strategy, operations and risk management. Mr. Aggarwal’s experience in these matters at technology companies allows him to provide critical oversight and invaluable perspectives. Jill Beggs. Ms. Beggs has served as a member of our board of directors since December 2023. Since July 2025, Ms. Beggs has served as Executive Vice President and Chief Executive Officer of Reinsurance for Everest Group, Ltd. (“Everest”), a leading global provider of reinsurance and insurance solutions. She previously served as Executive Vice President and Chief Operating Officer of Everest Reinsurance and, before that, led the North America Reinsurance business. Prior to Everest, from April 2002 to November 2021, Ms. Beggs served in various leadership roles at Munich Re, a global provider of reinsurance, primary insurance and insurance-related risk solutions, most recently as President of Excess & Surplus Lines for Munich Re Specialty Insurance. She is a Chartered Property and Casualty Underwriter (CPCU) and earned the Associate in Reinsurance (ARe) designation. She is a member of the Association of Professional Insurance Women (APIW) and the Central NJ Chapter of the CPCU. In 2026, Ms. Beggs was honored by APIW as Insurance Woman of the Year. Ms. Beggs holds a B.A. in Management with a concentration in Finance and minors in Mathematics and Spanish from Gettysburg College. Ms. Beggs was selected to serve on our board of directors because of her significant operating experience in insurance. Insurance is critical to our business, and our board of directors greatly benefits from her insights, as a senior insurance executive, on the insurance market. Betsey Stevenson. Ms. Stevenson has served as a member of our board of directors since November 2023. Since September 2019, Ms. Stevenson has served as a Professor of Economics and Public Policy at the University of Michigan Gerald R. Ford School of Public Policy. From September 2012 to September 2019, she was an Associate Professor of Public Policy and Economics with tenure. She was on leave from the University of Michigan from July 2013 to August 2015 to serve as a Member on the Council of Economic Advisers for The White House. Prior to The White House, Ms. Stevenson served as the Chief Economist for the U.S. Department of Labor, and as an Assistant Professor at the University of Pennsylvania Wharton School. Ms. Stevenson is the co-author of several economics textbooks published by Macmillan Learning. She is a frequent speaker and writer on the macroeconomy. Ms. Stevenson holds a B.A. in Economics and Mathematics from Wellesley College and an M.A. and Ph.D. in Economics from Harvard University. Ms. Stevenson was selected to serve on our board of directors because of her significant experience in economics and public policy. Ms. Stevenson is a labor economist who has published widely in leading economics journals about the labor market and the impact of public policies on outcomes both in the labor market and for families as they adjust to changing labor market opportunities. Her research explores women’s labor market experiences, the economic forces shaping the modern family, and how these labor market experiences and economic forces on the family influence each other. This perspective greatly helps our board of directors as it positions the Company to respond to an evolving workforce. David Lawee. Mr. Lawee has served as a member of our board of directors since November 2017. Since November 2024, Mr. Lawee has served as Co-Founder of Crucible Labs, a blockchain services company dedicated to advancing decentralized AI. From January 2013 to June 2023, Mr. Lawee served as the Founder and Managing Partner of CapitalG, a growth equity fund backed by Alphabet Inc., the parent company of Google LLC (“Google”), a global technology company. Prior to CapitalG, Mr. Lawee served as Google’s Vice President, Marketing and later as Google’s Vice President, Corporate Development. Prior to joining Google, Mr. Lawee co-founded numerous companies, including Xfire, Inc., an online gaming company which was acquired by Viacom Inc., and Mosaic Venture Partners, a venture capital firm. Mr. Lawee currently serves on the boards of directors of a number of privately held companies. Mr. Lawee holds a B.A. in Philosophy from the University of Western Ontario, an M.B.A from the University of Chicago and a B.C.L. from McGill University. Mr. Lawee was selected to serve on our board of directors because of his extensive experience as a seasoned investor and his knowledge of technology companies. Mr. Lawee has been an active participant in corporate development of technology companies operating at scale, and brings this knowledge and perspective to our board of directors. Janey Whiteside. Ms. Whiteside has served as a member of our board of directors since July 2023. Ms. Whiteside has served as a partner of the Consello Group (“Consello”), a financial services advisory and strategic investing platform, since October 2022 and as its Chief Growth Officer since July 2024. She previously served as CEO of Consello’s Growth and Business Development division from October 2022 until July 2024. Prior to joining Consello, Ms. Whiteside was Executive Vice President and Chief Customer Officer of Walmart Inc., a multinational retail corporation, from August 2018 to March 2022. From 1997 to July 2018, Ms. Whiteside served at American Express Company, a diversified financial services company, in business development, marketing and operating roles in various customer segments, including most recently as EVP & GM – Global Premium Products & Benefits and EVP & GM – Global Charge Products, Benefits & Services. Ms. Whiteside serves as a member of the Board of Directors of LendingClub Corporation, a publicly traded bank, and Caravan, a celebrity-brand incubator aligned with CAA. Ms. Whiteside holds an Economics and Management Studies degree (BSc Econ) from Cardiff University.
Continuing Directors
Ms. Whiteside was selected to serve on our board of directors because of her significant operational experience as an executive leading consumer marketing and loyalty programs. Given the consumer-facing nature of our business, Ms. Whiteside brings a unique perspective to board discussions. Of our eight directors, 50% have self-identified as female and 25% have self-identified as a member of an underrepresented community.
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. Our nominating and corporate governance committee is responsible for reviewing with the board of directors, on an annual basis, the appropriate characteristics, skills and experience required for the board of directors as a whole and its individual members. When evaluating director candidates, in its evaluation of director candidates, our nominating and corporate governance committee considers factors including, without limitation, issues of character, integrity, judgment, potential conflicts of interest, other commitments, and diversity of experience, area of expertise, and viewpoints. Nominees must also have the highest personal and professional ethics and integrity and the ability to assist and support our management team based on proven achievement and leadership in the companies or institutions with which they are affiliated. Director candidates must understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of directors and committee responsibilities. Members of our board of directors are expected to prepare for, attend and participate in all board of directors and applicable committee meetings. Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our nominating and corporate governance committee also considers the above factors and other factors as it oversees the annual board of directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.
Director Compensation
Director Compensation We maintain a compensation policy for our non-employee directors (“Outside Director Compensation Policy”) that initially became effective upon approval by our board of directors and our stockholders in connection with our initial public offering (“IPO”) in 2019. Our Outside Director Compensation Policy was developed with input from our independent compensation consultant, Pay Governance LLC (“Pay Governance”), regarding practices and compensation levels at the same group of peer companies used for executive compensation comparisons, and is intended to attract, retain, and reward non-employee directors. Our board of directors and its compensation committee periodically review the Outside Director Compensation Policy with Pay Governance’s assistance. Our board of directors last amended our Outside Director Compensation Policy in March 2022 to allow our non-employee directors to voluntarily elect to receive their quarterly cash fees in fully vested restricted stock units (“RSUs”). We believe our Outside Director Compensation Policy provides our non-employee directors with reasonable and appropriate compensation that is commensurate with the services they provide. Based on analysis performed in 2024, which was reviewed by Pay Governance, our director compensation is competitive with the compensation paid by our peer group companies to their non-employee directors. For 2025, the compensation paid to our non-employee directors consisted of an annual cash retainer for membership on the board of directors, additional cash retainers based on their Committee and/or board leadership responsibilities and an annual equity award in the form of RSUs as described in greater detail below. As noted above, our non-employee directors can also make a voluntary election to receive an equity award in lieu of their cash retainers.
Other Non-employee Director Compensation and Expense Reimbursement Policies
Other Non-employee Director Compensation and Expense Reimbursement Policies
Non-Employee Director Compensation Table for Fiscal 2025
Non-Employee Director Compensation Table for Fiscal 2025 Our directors who also serve as executive officers do not receive any additional compensation for their services as directors. The compensation received by Mr. Risher as an employee for the year ended December 31, 2025 is set forth in the “Summary Compensation Table” on page 48 of this proxy statement. Ms. Hersman joined our board of directors in January 2026 and therefore did not receive any compensation for fiscal 2025. The following table provides information regarding the compensation received for services rendered to us by our non-employee directors for the year ended December 31, 2025:
Non-Employee Director Compensation Table for Fiscal 2025
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Sean Aggarwal | 104,080 | 260,003 | — | 364,083 | | Jill Beggs | 50,000 | 260,003 | — | 310,003 | | Ariel Cohen | 19,049(2)(3) | — | — | 19,049 | | Logan Green | 56,006 | 260,003 | — | 316,009 | | David Lawee | 66,028(3) | 260,003 | — | 326,031 | | Dave Stephenson | 65,001(3) | 260,003 | — | 325,004 | | Betsey Stevenson | 48,587 | 260,003 | — | 308,590 | | Janey Whiteside | 53,498(3) | 260,003 | — | 313,501 | | John Zimmer | 24,892 | 260,003 | 4,045(4) | 288,940 |
Non-Employee Director Compensation Table for Fiscal 2025
(1)Represents the grant date fair value of the RSUs calculated in accordance with ASC Topic 718. The grant date fair value was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant. (2)Represents a partial year of the board of directors and committee cash compensation for Mr. Cohen, who resigned from our board of directors in May 2025. (3)Messrs. Cohen, Lawee, Stephenson and Ms. Whiteside elected to receive all or a portion of their cash retainers in the form of fully vested RSU awards. Accordingly, in lieu of their respective retainers for any portion of 2025 or January 2026, Mr. Cohen received 1,086 RSUs with a total grant fair value of $12,120, Mr. Lawee received 4,371 RSUs with a total grant date fair value of $66,028, Mr. Stephenson received 4,254 RSUs with a total grant date fair value of $65,001, and Ms. Whiteside received 3,501 RSUs with a total grant date fair value of $53,498. The retainer that each director elected to receive in RSUs is reported as though they had been paid in cash and such retainer had not been converted into RSUs. This footnote does not include any RSUs granted in January 2025 in lieu of their cash retainers earned by directors for service during the fourth quarter of 2024. (4)For Mr. Zimmer, reflects $4,045 in security fees. The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2025 with respect to compensation they have received as non-employee directors:
Non-Employee Director Compensation Table for Fiscal 2025
| Name | Grant Date(1) | Number of Shares of Stock or Units (#) | | Sean Aggarwal | 6/5/2025 | 8,371 | | Jill Beggs | 6/5/2025 | 8,371 | | David Lawee | 6/5/2025 | 8,371 | | David Stephenson | 6/5/2025 | 8,371 | | Betsey Stevenson | 6/5/2025 | 8,371 | | Janey Whiteside | 6/5/2025 | 8,371 |
Non-Employee Director Compensation Table for Fiscal 2025
(1)Unless otherwise indicated, 25% of shares of our Class A common stock underlying the RSUs vest on each of the first four quarterly vesting dates occurring after June 5, 2025, except that the fourth quarterly vesting date shall occur no later than the day prior to the date of the 2026 annual meeting. Quarterly vesting dates are each of February 20, May 20, August 20, and November 20.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS Our board of directors is currently composed of eight members. We have a classified board of directors consisting of two classes with three directors and one class with two directors, each serving staggered three-year terms. At each annual meeting of stockholders, directors are elected to hold office until the expiration of the term for which they are elected and until their successors have been duly elected and qualified or until their earlier resignation or removal.
Evolution of Our Compensation Program and 2025 Compensation Highlights
| 2023 | 2024 | 2025 | | Non-CEO NEO Compensation | Non-CEO NEO Compensation | Non-CEO NEO Compensation | | Introduced performance-based restricted stock units (“PSUs”) for annual equity award to NEOs. | Increased emphasis on PSUs to 50% of target annual equity awards for our non-CEO NEOs. | Adopted new performance-based annual cash incentive plan that includes all NEOs. | | CEO Compensation | CEO Compensation | CEO Compensation | | Awarded 100% PSUs to our CEO in connection with his new hire package. | No new equity awards. | No new equity awards. | | Dilution/Broader Long Term Incentive Program | Dilution/Broader Long Term Incentive Program | Dilution/Broader Long Term Incentive Program | | Reduced our annual stock-based compensation (SBC) to $485 million (down from $751 million in 2022). | Further reduced our annual SBC to $331 million. | Maintained roughly flat annual SBC at $322 million. | | | Shifted our tax withholding method for equity awards from “sell to cover” to “net share settlement” to help offset ongoing dilution. | Authorized a program to repurchase up to $750 million of our Class A common stock and completed $500 million in repurchases during the year. In February 2026, we authorized a new share repurchase program for the repurchase of up to $1.0 billion of our Class A common stock, in addition to amounts remaining available under our initial repurchase program. |
Evolution of Our Compensation Program and 2025 Compensation Highlights
Additional highlights and details of our 2025 executive compensation program include: •No increases to base salary. The compensation committee did not make any changes to the base salaries of our NEOs for 2025. •Adopted executive annual cash incentive plan. Consistent with the evolution of our executive compensation program, we adopted a performance-based cash incentive plan that included all of our NEOs. The new bonus opportunity for our non-CEO NEOs was taken into account in planning for their fiscal 2025 annual equity awards such that the target fiscal 2025 annual equity values were lower than they would have been had we not adopted the new cash incentive plan. Based on our achievement of the pre-defined targets for Gross Bookings and Adjusted EBITDA, payouts under the plan were 108.5% of target. •Continued emphasis on PSUs. Maintained our target mix of 50% PSUs and 50% RSUs for our participating NEOs. •No new CEO award. As noted above, our CEO did not receive an equity award in 2024 or 2025 (and is not expected to receive one in 2026). Our CEO’s sole equity award as an employee remains his 2023 new hire grant of PSUs tied to aggressive stock price goals. To date, our CEO has achieved two of the nine stock price goals. For the next goal to be achieved, we must sustain a $25 stock price (on average) for 90 consecutive calendar days prior to the end of the performance period. For all goals to be achieved, we must sustain an $80 stock price (on average) for 90 consecutive calendar days. Additional information on the equity awards granted to our NEOs in 2025 can be found in the section titled “2025 Equity Awards to NEOs” on page 38 of this proxy statement. The table below shows the 2025 pay mix between base salaries, cash bonus, the grant date fair values of equity awards granted in 2025, and the non-equity incentive plan compensation for our NEOs that are set forth in the “Summary Compensation Table” on page 48 of this proxy statement.
Evolution of Our Compensation Program and 2025 Compensation Highlights
| Name | Base Salary (%) | Cash Bonus (%) | Non-Equity Incentive Plan Compensation (%) | Equity (%) | | David Risher | 27.9% | 0.0% | 72.1% | 0.0%(1) | | Erin Brewer | 10.9% | 0.0% | 5.9% | 83.2% | | Lindsay Llewellyn | 12.2% | 8.5% | 6.6% | 72.7% |
Evolution of Our Compensation Program and 2025 Compensation Highlights
(1)Mr. Risher received a PSU award upon his appointment to CEO in 2023, which is intended to be Mr. Risher’s sole equity award for the initial four years of his employment. Therefore, Mr. Risher did not receive an annual equity award in 2025 and is not expected to receive any incremental equity awards until 2027 unless there are future unexpected changes in the Company’s business or other unforeseen factors that the Board or compensation committee determine would make it in the best interest of the Company and its stockholders to grant additional equity award(s) to him. Note: Our NEOs are eligible for certain perquisites and other personal benefits. Such benefits are not considered a key element of our NEOs’ compensation and therefore are not shown or included in the calculations in the table above. Additional discussion of perquisites and other personal benefits is set forth in “Executive Perquisites and Benefits” on page 44 of this proxy statement and in the “Summary Compensation Table” on page 48 of this proxy statement.
Comparative Market Data (Peer Group)
Comparative Market Data (Peer Group) In making its recommendation to the board of directors on compensation arrangements, for our NEOs, the compensation committee reviews market data for executive compensation using relevant published survey data as well as compensation data from the proxy statements of our peer group, discussed below. The market data elements that were reviewed included base salary, target bonus, target total cash (consisting of salary and target bonus), long term incentive value and total target compensation (consisting of salary, target bonus, and target long-term incentives). Each year our compensation committee reviews, with assistance from Pay Governance and input from management, the then-current compensation peer group and selection criteria used for determining the peer group. While the compensation committee believes there is value in understanding market practices for similarly-sized public companies, the compensation committee also recognizes that we are a company with a transformative business model and that there are a limited number of directly comparable companies of similar size to Lyft. In addition, we compete in a highly-competitive talent market for executive, engineering and other key talent against both start-ups and larger, well-established technology companies. Based on our experience, we do not believe non-technology companies in industries like transportation and logistics are the appropriate comparables for our business. Given these factors, in reviewing our peer group, the compensation committee focused on U.S. publicly-traded technology companies based on the following targeted selection criteria:
Comparative Market Data (Peer Group)
| Criteria | Detail | | Revenue | Approximately 33% to 300% of Lyft’s revenue | | Market Capitalization | Approximately 25% to 400% of Lyft’s market cap | | Headcount | 33% to 300% of Lyft’s headcount | | Location | Preference for companies principally located in the San Francisco Bay Area | | Other | Preference for an appropriate balance of larger and smaller companies by market capitalization that positions Lyft, within the peer companies, generally at/close to the median for market capitalization |
Comparative Market Data (Peer Group)
Using the criteria described above, the compensation committee approved the following 25 companies as the peer group for fiscal 2025:
Comparative Market Data (Peer Group)
| Affirm Holdings, Inc. | Dropbox, Inc. | RingCentral, Inc. | Viasat, Inc. | | AppFolio, Inc. | Etsy, Inc. | Shutterstock, Inc. | Yelp Inc. | | Asana, Inc. | Five9, Inc. | SoFi Technologies, Inc. | Zillow Group, Inc. | | BILL Holdings, Inc.* | GoDaddy Inc. | Squarespace, Inc. | ZipRecruiter, Inc. | | Box, Inc. | Guidewire Software, Inc. | Teladoc Health, Inc. | | | Carvana Co. | Nutanix, Inc. | Toast, Inc. | | | Compass, Inc. | Pure Storage, Inc. | Tripadvisor, Inc. | |
Comparative Market Data (Peer Group)
*New peer company for fiscal 2025 For fiscal 2025 compensation decisions, the compensation committee revised the previous peer group to exclude Alteryx because it is no longer a publicly traded company. BILL Holdings, Inc. was added to the peer group, as it met the market capitalization and location criteria described above. At the time the fiscal 2025 peer group was approved in Q3 of 2024, Lyft’s market capitalization was between the 40th and 50th percentiles and Lyft’s revenue for the last four quarters was above the 90th percentile among the peer group companies. For fiscal 2026 compensation decisions, the compensation committee revised the peer group to exclude three companies (Carvana, Inc., Shutterstock, Inc., and ZipRecruiter, Inc.) due to size considerations and one company (Squarespace, Inc.) because it is no longer a publicly-traded company. In addition, Maplebear Inc., and Shift4 Payments, Inc. were added to the peer group based on the selection criteria described above.
Annual Cash Incentive
Annual Cash Incentive For fiscal year 2025, the compensation committee recommended, and the board of directors approved, an annual cash bonus for all NEOs based on performance goals consisting of Gross Bookings and Adjusted EBITDA, each weighted 50%. These performance goals and related achievement levels were selected and designed to focus the NEOs on increasing Gross Bookings and Adjusted EBITDA, in each case, as reported by the Company in its public reporting (with the required threshold, target and maximum levels, as shown in the table below), which the compensation committee and board of directors believe will increase stockholder value consistent with our overall growth strategy. The target bonus for Mr. Risher was set at 100% of his base salary. Mr. Risher also received an additional bonus opportunity equal to a target of $1,000,000, based on the same metrics and weightings. The incremental $1,000,000 cash bonus opportunity was provided to Mr. Risher to drive performance and accountability against the Company’s Gross Bookings and Adjusted EBITDA goals specific to fiscal year 2025. The target bonus for all other NEOs was set at 50% of the applicable NEO’s base salary, with maximum bonus capped at 150%, with achievement with respect to each measure based on a straight-line linear interpolation between threshold and maximum. For fiscal 2025, Mr. Risher received a performance bonus of $1,871,625 and Mses. Brewer and Llewellyn both received $352,625, which was 108.5% of their target bonus, based on performance as described below.
Annual Cash Incentive
| | Gross Bookings (1) | Adjusted EBITDA (2) | % Payout | | | ($ in billions) | ($ in millions) | | | Threshold | $17.71 | $478 | 50% | | Target | $18.62 | $502 | 100% | | Maximum | $19.56 | $527 | 150% |
Annual Cash Incentive
(1)Gross Bookings refers to the total dollar value of transactions including any applicable taxes, tolls and fees, for rides and other offerings provided by the Company, excluding tips to drivers. (2)Adjusted EBITDA is a non-GAAP financial measure. Please see the explanation of non-GAAP measures as well as the reconciliation from GAAP to non-GAAP measures contained in Appendix A under the sections titled “Supplemental Information About Financial Measures” and “GAAP to Non-GAAP Reconciliations.” Actual Gross Bookings and Adjusted EBITDA performance, as reported by the Company in its public reporting, were $18.51 billion and $528.8 million, respectively. For the purposes of calculating the NEOs’ annual cash incentive payout percentage of 108.5%, the Gross Booking actual performance value was adjusted to exclude Gross Bookings related to Freenow and TBR Global Chauffeuring (“TBR”) because these acquisitions occurred during the course of 2025 and the performance goal targets established under the annual incentive plan were based on organic Gross Bookings. The compensation committee determined to adjust the Gross Bookings actual performance value to exclude results from Freenow and TBR to more accurately reflect the Company’s organic business growth in 2025 without the impact of acquisition-related growth. This had the effect of reducing the overall payout percentage under the annual cash incentive plan. The compensation committee determined to not adjust the Adjusted EBITDA actual performance value to exclude results from Freenow and TBR, since any such adjustments would have had no impact on the Company’s achievement of the maximum threshold for the Adjusted EBITDA metric.
Other Cash Bonus Arrangements During 2025
Other Cash Bonus Arrangements During 2025 During 2025, Ms. Llewellyn received a $250,000 payment which represented the second and final installment of the $500,000 retention bonus she was awarded in connection with her promotion to Chief Legal Officer in 2024. Ms. Llewellyn also received a cash bonus payment of $200,000 during 2025 in recognition of her service as our interim Chief People Officer from November 2024 through July of 2025.
2025 Equity Awards to NEOs (excluding CEO)
2025 Equity Awards to NEOs (excluding CEO) We have historically used equity compensation as our primary element of compensation and to differentiate compensation levels among our NEOs. We believe that emphasizing equity compensation for our NEOs encourages them to have a long-term focus since the value of their equity compensation depends on the performance of our stock over multiple years. The size of equity awards is determined by the compensation committee and board of directors after consideration of market data as described further above in “Comparative Market Data (Peer Group),” input from our CEO as well as the scope of responsibilities of each NEO and their impact on our business. In addition, the compensation committee considers the impact of the equity awards on our overall equity award budget and associated stock-based compensation expense. In 2025, our CEO did not receive an equity award. The only equity award he has received as an employee was granted in 2023 in connection with his hiring and is described in the section “2023 CEO PSU” below. For our other NEOs, we continued to use a combination of 50% time-based RSUs and 50% PSUs (based on target value). The time-based RSUs granted in connection with our 2025 annual equity award program vest based on the NEO's continued employment in twelve equal installments over a three-year period in accordance with the Company’s standard quarterly vesting schedule. RSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder. The PSUs granted in connection with our 2025 equity award program become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the later of goal attainment and the first eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods applicable to the tranche, as set forth in the table below. The approach of using stock price as the performance criteria was selected based on a desire to further strengthen the alignment between pay and performance for our NEOs and to promote alignment between the compensation program of our CEO and our other NEOs. To earn 100% of the PSUs would require our stock price to appreciate by approximately 75% from the starting price of $13.53, which was the trailing 20-trading day average closing stock price prior to January 24, 2025. In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date, as shown in the table below, and the date the compensation committee certifies the attainment of the applicable performance condition. The first eligible vesting date is tied to the number of years after the grant date of the PSU award and represents the date the NEO will need to be employed in order to receive the vested award, if the performance conditions have been met for each designated performance period. This feature was included to ensure that even if all of the stock price goals are achieved early in the performance period, these PSUs still will continue to provide four years of retention and stockholder alignment. The following table shows a summary of the performance-related terms for each tranche of the PSUs, including the applicable performance period and stock price goal. 25% of the PSUs were eligible to be earned based on attainment of each of the four stock price goals. The stock prices were determined using a 15% year-over-year increase from a stock price equal to the trailing 20-trading day average closing price prior to January 24, 2025.
2025 Equity Awards to NEOs (excluding CEO)
| Tranche | Performance Period (measured from the date of grant) | % of PSUs | Performance Condition (Price per Share) | First Eligible Vesting Date | | 1 | Two years | 25% | $15.56 | 2/20/2026 | | 2 | Three years | 25% | $17.89 | 2/20/2027 | | 3 | Four years | 25% | $20.57 | 2/20/2028 | | 4 | Four years | 25% | $23.66 | 2/20/2029 |
2025 Equity Awards to NEOs (excluding CEO)
If the average closing price of the Company’s Class A common stock fails to reach the stock price goal for a particular tranche of the PSUs over a consecutive 90 calendar day period during the designated performance period, or if the participant terminates service to the Company before achieving a performance condition, or terminates service prior to the first eligible vesting date, no portion of that tranche will vest (except in the limited circumstances described below for a qualifying termination of employment within three months prior to a Change in Control (as defined in our 2019 Plan)). The stock price goals and number of shares of the Company’s Class A common stock underlying the PSUs will be adjusted to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events under our 2019 Plan. PSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder. The stock price target of $15.56 for the first tranche was achieved during the third quarter of 2025. The stock price target of $17.89 for the second tranche and $20.57 for the third tranche were achieved during the fourth quarter of 2025. The last tranche was not achieved through the end of 2025. The following table shows the grant date fair values of equity awards granted to our NEOs in 2025. The values our NEOs may realize from these awards depend on our stock price as these awards vest and settle (or after forfeited, as applicable) over the vesting period, and may be different than the values shown below.
2025 Equity Awards to NEOs (excluding CEO)
| | Grant Date Fair Value ($)(1) | | | | Name | Annual RSU(2) | Annual PSU(3)(4) | Total ($) | | David Risher | — | — | — | | Erin Brewer | 2,369,698 | 2,587,896 | 4,957,594 | | Lindsay Llewellyn | 1,849,741 | 2,020,070 | 3,869,811 |
2025 Equity Awards to NEOs (excluding CEO)
(1)Amounts reported represent the grant date fair value of the equity awards calculated in accordance with ASC Topic 718 considering any valuation assumptions discussed in Note 2 “Summary of Significant Accounting Policies - Stock-Based Compensation” and Note 12 “Common Stock and Employee Stock Plans” in the footnotes of our Annual Report on Form 10-K for the year ended December 31, 2025. (2)The grant date fair value was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant. (3)The grant date fair value of these equity awards ranges from $11.34 to $12.07 per share, which was determined using a Monte Carlo simulation model, incorporating the following assumptions: (i) risk-free interest rate of 4.21% based on the U.S. Treasury yield curve in effect on the date of grant date; (ii) cost of equity of 15.72% derived from the modified capital asset pricing model; (iii) expected dividend yield of 0% and (iv) expected volatility of 66.5%, based on the historical volatility of our Class A Common Stock. (4)Mr. Risher received a PSU award upon his appointment to CEO in 2023, which is intended to be Mr. Risher’s sole equity award for the initial four years of his employment. Therefore, Mr. Risher did not receive an annual equity award in 2024 or 2025 and is not expected to receive any incremental equity awards until 2027, unless there are future unexpected changes in the Company’s business or other unforeseen factors that the Board or compensation committee determine would make it in the best interest of the Company and its stockholders to grant additional equity award(s) to him.
2023 CEO PSU
2023 CEO PSU Mr. Risher received an award of PSUs in 2023 in connection with his initial employment and did not receive an annual equity award in 2024 or 2025 and is not expected to receive a grant in 2026. The PSUs granted to Mr. Risher in 2023 cover a total of up to 12,250,000 shares of the Company’s Class A common stock. The PSUs become eligible to vest upon the attainment of nine stock price targets over a five-year performance period beginning on April 17, 2023. As shown in the table below, the stock price targets require significant increases from the base price of $10.00 per share. The base price reflects the average of the closing price of our Class A common stock over the consecutive 30-trading day period up to and including March 24, 2023 (the last trading day before the grant approval date). The following table shows a summary of each tranche, including the number of PSUs eligible to vest per tranche and the applicable stock price target.
2023 CEO PSU
| Tranche | Company Stock Target Price | Percentage Price Increase over Base Price | PSUs Eligible to Vest | | 1 | $15.00 | 50% | 1,225,000 | | 2 | $20.00 | 100% | 1,225,000 | | 3 | $25.00 | 150% | 1,470,000 | | 4 | $30.00 | 200% | 1,470,000 | | 5 | $40.00 | 300% | 1,715,000 | | 6 | $50.00 | 400% | 1,715,000 | | 7 | $60.00 | 500% | 1,102,500 | | 8 | $70.00 | 600% | 1,102,500 | | 9 | $80.00 | 700% | 1,225,000 | | Total | | | 12,250,000 |
2023 CEO PSU
The stock price target of $15.00 for the first tranche was achieved during the second quarter of 2024. The stock price of $20.00 for the second tranche was achieved during the fourth quarter of 2025. None of the other tranches were achieved through the end of 2025. Other important features of the PSU award include: •100% performance-based: no portion of the award is eligible to be earned based on continued service alone. •Sustained stock price requirement: to earn the shares tied to each tranche, the average of our stock price over 90 consecutive calendar days must be at least at or above the applicable goal. This requires that the stock price growth is sustained for a meaningful period in order for the performance goal to be considered met and shares to become eligible to vest. •Additional time-based vesting after a goal is attained: once achievement of a stock price target has been certified by the compensation committee, 50% of the PSUs in the applicable tranche will vest. Subject to continued service, the remaining 50% will vest on the one year anniversary of such certification. The PSUs are subject to Mr. Risher’s continued service as our CEO with us through the applicable vesting dates. •No additional awards during initial employment term: the compensation committee intends for this award to be the only equity award Mr. Risher receives during the first four years of his tenure as our CEO. In the event of a Change in Control (as defined in our 2019 Plan and as described under the section titled “Potential Payments Upon Termination or Change in Control” on page 52 of this proxy statement) of the Company before the end of the performance period, the price in the Change in Control will be used to measure attainment of the stock price targets shown above. For the single tranche (if any) that has a stock price target that is immediately above the Change in Control price (and to the extent not previously achieved), linear interpolation will be used to provide prorated vesting of that tranche. Immediately prior to the closing of the Change in Control, all PSUs earned based on the Change in Control price will vest and any unearned PSUs will be forfeited. In the event of termination of Mr. Risher’s employment for any reason, any portion of the award for which the applicable stock price target has not been achieved generally will be forfeited. If Mr. Risher experiences an involuntary termination of employment by the Company without “cause” (and not due to his death or disability), or if Mr. Risher resigns with “good reason”, any unearned PSUs will remain outstanding and eligible to vest if one of the stock price targets is achieved (for the requisite 90 calendar day period) within two months after the date of his termination. Mr. Risher’s award is also subject to our Clawback Policy, as amended on October 2, 2023, as it may be further amended from time to time in order to comply with the requirements of applicable law or the rules of the stock exchange upon which the Company’s Class A common stock is listed. The CEO Employment Letter also provides that Mr. Risher will be eligible to participate in the Company’s Executive Change in Control and Severance Plan (or “Executive Severance Plan”). For additional details on payments that may be due to Mr. Risher in certain termination scenarios, see “Potential Payments Upon Termination or Change in Control” beginning on page 52 of this proxy statement.
Prior Non-CEO NEO PSUs
Prior Non-CEO NEO PSUs
2024 PSUs
2024 PSUs In 2024, our Non-CEO NEOs, Mses. Brewer and Llewellyn, received PSUs covering 101,133 shares and 238,178 shares, respectively, under our 2024 equity award program. The PSUs granted in connection with our 2024 equity award program become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods applicable to the tranche, as set forth in the table below. The approach of using stock price as the performance criteria was selected based on a desire to further strengthen the alignment between pay and performance for our NEOs and to promote alignment between the compensation program of our CEO and our other NEOs. To earn 100% of the PSUs would require our stock price to appreciate by approximately 75% from the starting price of $17.03, which was the 20-day average closing stock price starting on February 16, 2024. The following table shows a summary of the performance-related terms for each tranche of the PSUs, including performance period and stock price goal. 25% of the PSUs were eligible to be earned based on attainment of each of the four stock price goals. The stock prices were determined using a 15% year-over-year increase from a stock price equal to the 20-day average closing stock price starting from February 16, 2024. In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date, as shown in the table below, and the date the compensation committee certifies the attainment of the applicable performance condition.
2024 PSUs
| Tranche | Performance Period (measured from the date of grant) | Performance Condition (Price per Share) | First Eligible Vesting Date | | 1 | Two years | $19.58 | 4/20/2025 | | 2 | Three years | $22.52 | 4/20/2026 | | 3 | Four years | $25.90 | 4/20/2027 | | 4 | Four years | $29.79 | 4/20/2028 |
2024 PSUs
The stock price target of $19.58 for the first tranche was achieved during the fourth quarter of 2025. The other three remaining tranches have not been achieved through the end of 2025. In 2023, upon her appointment as our Chief Financial Officer, Ms. Brewer received PSUs covering 909,091 shares. The PSUs become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the eligible vesting date. The PSU award is divided into four tranches, each with its own performance period, performance condition and minimum vesting period. 25% of the PSUs were eligible to be earned based on attainment of each of the four stock price goals over a consecutive 90 calendar day period during the applicable performance period. In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date, and the date the compensation committee certifies the attainment of the applicable performance condition. To earn 100% of the PSUs would require our stock price to appreciate by approximately 100% from the date of grant.
2024 PSUs
| Tranche | Performance Period (measured from the date of grant) | % of PSUs | Performance Condition (Price per Share) | | 1 | Two years | 25% | $12.50 | | 2 | Three years | 25% | $15.00 | | 3 | Four years | 25% | $17.50 | | 4 | Four years | 25% | $20.00 |
2024 PSUs
The stock price target of $20.00 for the fourth tranche was achieved during the fourth quarter of 2025. The stock price targets of $12.50 for the first tranche, $15.00 for the second tranche and $17.50 for the third tranche were achieved during 2024.
2026 Compensation Decisions
2026 Compensation Decisions In January 2026, the compensation committee and board of directors conducted their annual executive compensation review and made fiscal 2026 compensation decisions for our continuing NEOs as set forth below. In making these decisions, the compensation committee and board of directors considered a competitive analysis of market data of our compensation peer group, the performance of the Company in 2025 and the Company’s 2026 operating and financial goals as well as the other factors described in “Role of Board, Compensation Committee and its Advisors” above. Highlights of our fiscal 2026 NEO compensation program include: •Maintained base salaries of NEOs. •2026 equity awards for our non-CEO NEOs will be composed of 50% PSUs, with 25% of the shares subject to such PSUs vesting upon the achievement of each of four specified stock price targets, and 50% RSUs that vest quarterly over a three-year period. •No additional equity awards for our CEO.
Annual Cash Incentive
Annual Cash Incentive For fiscal year 2026, the compensation committee recommended, and the board of directors approved, an annual cash bonus for all NEOs based on performance goals consisting of Gross Bookings and Adjusted EBITDA, each weighted 50%. These performance target levels were selected and designed to continue to focus the NEOs on increasing Gross Bookings and Adjusted EBITDA, in each case, as reported by the Company in its public reporting, which the compensation committee and board of directors believe will increase stockholder value consistent with our overall growth strategy. The target bonus has been set at 100% of Mr. Risher’s base salary, and 50% for all other NEOs’ base salary, with maximum achievement at 150%, with achievement with respect to each measure based on a straight line linear interpolation between threshold and maximum.
2026 Equity Awards to Continuing NEOs
2026 Equity Awards to Continuing NEOs In February 2026, we continued to use a combination of time-based RSUs and PSUs for our NEOs (other than our CEO) and continued the emphasis on performance-based equity. For NEOs who received annual equity awards in fiscal 2026, the percentage of PSUs remained at 50% of each NEO’s target annual equity value. PSU awards are subject to the terms of our 2019 Plan and an applicable award agreement thereunder. The RSUs granted in connection with our 2026 annual equity award program vest based on the NEO’s continued employment in twelve equal installments over a three-year period in accordance with the Company’s standard quarterly vesting schedule. The PSUs granted in connection with our 2026 equity award program continue to be 100% performance-based. The PSUs become eligible to vest upon the attainment of goals for our stock price within defined performance periods, plus a further requirement of continued service through the eligible vesting date. The PSUs are divided into four tranches, each with its own performance period, performance condition and minimum vesting period. Each tranche is eligible to vest based on the achievement of a stock price goal over a consecutive 90 calendar day period during the performance periods set forth below. To earn 100% of the PSUs would require our stock price to appreciate by approximately 75% from the starting price of $18.37, which is the 20-day trailing average closing stock price prior to February 4, 2026. The following table shows a summary of each tranche and the applicable stock price goal. For our NEOs who received PSUs in connection with our 2026 equity award program, 25% of their PSUs are eligible to be earned based on attainment of each of the four stock price goals. The stock prices below were determined using a 15% year-over-year increase from a stock price equal to the 20-day trailing average closing stock price prior to February 4, 2026. In addition to the stock price goals, the PSUs also require continued service through the later of the first eligible vesting date and the date the compensation committee certifies the attainment of the applicable performance condition.
2026 Equity Awards to Continuing NEOs
| Tranche | Performance Period (measured from the date of grant) | % of PSUs | Performance Condition (Price per Share) | First Eligible Vesting Date | | 1 | Two years | 25% | $21.13 | 2/20/2027 | | 2 | Three years | 25% | $24.30 | 2/20/2028 | | 3 | Four years | 25% | $27.95 | 2/20/2029 | | 4 | Four years | 25% | $32.14 | 2/20/2030 |
Post-Termination Compensation
Post-Termination Compensation Upon recommendation of our compensation committee, our board of directors has adopted the Executive Severance Plan to provide standardized payments and benefits to the NEOs in the event of certain qualifying terminations, including an involuntary termination of employment without “cause” or a termination with “good reason”. Our Executive Severance Plan does not provide for benefits in the event of a termination for cause, due to death or disability, or for a voluntary termination without good reason. This Executive Severance Plan was developed with input from Pay Governance regarding severance practices at comparable companies and requires a “double-trigger” for the acceleration of any equity awards in connection with a qualifying change in control. We believe that these provisions support our retention objectives by helping our NEOs and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value and maintain executive focus regardless of a potential or actual change in control event. The 2023 PSU award granted to Mr. Risher contains the following special terms in connection with a qualifying termination: •In the event of Mr. Risher’s involuntary termination and provided that Mr. Risher satisfies the requirements for receiving severance under the Executive Severance Plan, then to the extent any stock price goal applicable to a tranche is achieved within the two-month period following such involuntary termination, the tranche will vest. •In the event of a change in control of the Company before the end of the performance period, the performance period will be shortened and one or more tranches of the PSU award may become eligible to vest if the price in the Change in Control satisfies the applicable stock price target for such tranche not yet achieved under the award. For the single tranche (if any) that has a stock price target that is immediately above the change in control price (to the extent not previously achieved), linear interpolation will be used to prorate the portion of that tranche that becomes eligible to vest. Any portion of the award described in the immediately preceding two sentences or for which the applicable stock price target previously has been achieved (as certified by the compensation committee), would be eligible for accelerated vesting in connection with a qualifying termination as provided under the Executive Severance Plan (as described further below under “Potential Payments Upon Termination or Change in Control”). Accordingly, if a qualifying termination occurs within 3 months prior to the change in control, then provided Mr. Risher satisfies the requirement for receiving severance under the Executive Severance Plan, as of immediately prior to the closing of the change in control, any portion of the PSU award that is earned based on the change in control price and any portion of the PSU award previously earned but not yet vested will vest. Any remaining unearned portion will be forfeited. •An involuntary termination without achievement of the applicable stock price target does not entitle Mr. Risher to vesting under his 2023 PSU award. We maintain a Death/Disability Benefit Policy that provides each of our eligible employees, including our NEOs (or their estates, as applicable), certain company-paid health care premiums and accelerated vesting of their time-based equity awards (with the aggregate value of accelerated vesting not to exceed $10 million), upon such employee’s death or “disability” subject to the terms and conditions set forth therein. We also believe that these protections serve our retention objectives by helping our NEOs and other key employees maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. For more information, see the section titled “Potential Payments Upon Termination or Change in Control” beginning on page 52 of this proxy statement.
Equity Award Granting Practice
Equity Award Granting Practice We have not granted stock options or other similar types of awards as part of our equity compensation programs since prior to 2017. RSUs, PSUs or other types of equity awards that we grant to directors, officers and employees do not include an exercise price.
Summary Compensation Table
Summary Compensation Table The amounts below represent the compensation awarded to or earned by or paid to our NEOs for the three years ended December 31, 2025:
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) (3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | David Risher | 2025 | 725,000 | — | — | 1,871,625 | 227,463 | 2,824,088 | | Chief Executive Officer and member of our board of directors | 2024 | 725,000 | — | — | 530,054 | 66,185 | 1,321,239 | | | 2023 | 514,969 | 4,250,000 | 73,322,375 | — | 150,683 | 78,238,027 | | Erin Brewer | 2025 | 650,000 | — | 4,957,594 | 352,625 | 11,151 | 5,971,370 | | Chief Financial Officer | 2024 | 650,000 | 325,000 | 3,301,341 | — | 9,189 | 4,285,530 | | | 2023 | 300,000 | 325,000 | 21,257,110 | — | 1,550 | 21,883,660 | | Lindsay Llewellyn | 2025 | 650,000 | 450,000 | 3,869,811 | 352,625 | 11,041 | 5,333,477 | | Chief Legal and Business Officer and Corporate Secretary | 2024 | 534,516 | 250,000 | 7,181,452 | — | 8,825 | 7,974,793 |
Summary Compensation Table
(1)For Ms. Llewellyn, the 2025 amount reflects the second half of a $500,000 retention bonus paid within thirty (30) days of her effective date in connection with her promotion to Chief Legal Officer in 2024 as well as a one time cash bonus of $200,000 in connection with her interim service as Chief People Officer. (2)Represents the aggregate grant date fair value of the RSUs and PSUs calculated in accordance with ASC Topic 718. The grant date fair value of the RSUs was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions. Such grant date fair values of the PSUs granted in each of 2025, 2024 and 2023 were calculated based on fair values ranging from $5.99 to $16.09 per share, which was determined using a Monte Carlo simulation model. The Monte Carlo simulation included various assumptions in estimating the fair value of stock-based awards such as the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. (3)Mr. Risher received a PSU award upon his appointment to CEO in 2023, which is intended to be Mr. Risher’s sole equity award for the initial four years of his employment. Therefore, Mr. Risher did not receive an annual equity award in 2025 and is not expected to receive any incremental equity awards until 2027. (4)The 2025 amount reflects a performance-based annual cash incentive bonus earned for 2025 performance. Please see “Annual Cash Incentive” in the Compensation Discussion & Analysis section of this proxy statement. (5)For Mr. Risher, the 2025 amount includes $221,646 in personal security services, $3,140 in taxable meals, $2,437 in tax gross-ups, and $240 in life insurance premiums. For Ms. Brewer, the 2025 amount includes $6,335 in personal security services, $2,380 in taxable meals, $120 in Lyft passes, $77 in 401(k) match, $1,999 in tax gross-ups, and $240 in life insurance premiums. For Ms. Llewellyn, the 2025 amount includes $6,335 in personal security, $2,120 in taxable meals, $370 in Lyft passes, $385 in 401(k) match, $1,591 in tax gross-ups, and $240 in life insurance premiums.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table sets forth information regarding the grants of plan-based awards granted to our NEOs during the year ended December 31, 2025:
Grants of Plan-Based Awards in 2025
| | Grant Date | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | Stock Awards(1) | | | | Name | | Threshold ($) | Target ($) | Maximum ($) | Type of Award(2) | Number of Units (#)(3)(4) | Grant Date Fair Value ($) (5)(6) | | David Risher | — | 862,500 | 1,725,000 | 2,587,500 | — | — | — | | Erin Brewer | — | 162,500 | 325,000 | 487,500 | — | — | — | | | 2/6/2025 | — | — | — | RSU | 168,422 | 2,369,698 | | | 2/6/2025 | — | — | — | PSU | 218,480 | 2,587,896 | | Lindsay Llewellyn | — | 162,500 | 325,000 | 487,500 | — | — | — | | | 2/6/2025 | — | — | — | RSU | 131,467 | 1,849,741 | | | 2/6/2025 | — | — | — | PSU | 170,542 | 2,020,070 |
Grants of Plan-Based Awards in 2025
(1)Each of the equity awards was granted pursuant to our 2019 Equity Incentive Plan. (2)RSUs will vest upon the satisfaction of a time-based condition before the award expiration date. Each of Mses. Brewer and Llewellyn’s PSUs become eligible to vest upon the attainment of goals for our stock price and are divided into four tranches, each with its own performance period and performance condition, and vesting additionally is subject to their continued service with us. (3)The number of units for the RSUs were determined by taking 50% of Mses. Brewer and Llewellyn’s total equity target value for 2025 and using the 20-day trailing average stock price prior to January 24, 2025, to convert such portion of the target value into units. The RSUs had a fair value per unit of $13.53. (4)The number of units for the PSUs were determined by taking 50% of Mses. Brewer and Llewellyn’s total equity target value for 2025 and using an average grant date fair value per unit of $10.43, which was determined using a Monte Carlo simulation model, to convert such portion of the target value into units. (5)Amounts reported represent the grant date fair value of the equity awards calculated in accordance with ASC Topic 718. The grant date fair value of the RSUs was calculated based on the closing price of our Class A common stock on the date of grant or, if the grant date was not a trading day, the closing price on the last market trading day prior to the date of grant, and does not take into account any estimated forfeitures related to time-based vesting conditions. (6)Amounts reported represent the grant date fair value of the equity awards calculated in accordance with ASC Topic 718. The grant date fair value of the PSUs ranged from $11.34 to $12.07 per share, which was determined using a Monte Carlo simulation model, incorporating the following assumptions: (i) risk-free interest rate of 4.21% based on the U.S. Treasury yield curve in effect on the date of grant date; (ii) cost of equity of 15.72% derived from the modified capital asset pricing model; (iii) expected dividend yield of 0% and (iv) expected volatility of 66.5%, based on the historical volatility of our Class A Common Stock.
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table sets forth information regarding outstanding equity awards held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at 2025 Year-End
| | Stock Awards(1) | | | | | | Name | Grant Date | Number of Shares or Units that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | David Risher | 3/27/2023(2)(3) | — | — | 10,412,500 | 201,690,125 | | Erin Brewer | 7/25/2023(2)(4) | 266,008 | 5,152,575 | — | — | | | 7/25/2023(2)(5) | — | — | 454,545 | 8,804,537 | | | 4/3/2024(2)(6) | 38,723 | 750,065 | — | — | | | 4/3/2024(2)(7) | — | — | 75,849 | 1,469,195 | | | 2/6/2025(2)(8) | 126,316 | 2,446,741 | — | — | | | 2/6/2025(2)(13) | — | — | 218,480 | 4,231,958 | | Lindsay Llewellyn | 5/3/2023(2)(9) | 17,985 | 348,369 | — | — | | | 5/3/2023(2)(10) | — | — | 63,920 | 1,238,130 | | | 4/3/2024(2)(6) | 47,242 | 915,078 | — | — | | | 4/3/2024(2)(7) | — | — | 92,536 | 1,792,422 | | | 7/19/2024(2)(12) | — | — | 86,097 | 1,667,699 | | | 7/19/2024(2)(11) | 64,290 | 1,245,297 | — | — | | | 7/19/2024(2)(11) | 38,574 | 747,178 | — | — | | | 2/6/2025(2)(8) | 98,599 | 1,909,863 | — | — | | | 2/6/2025(2)(13) | — | — | 170,542 | 3,303,399 |
Outstanding Equity Awards at 2025 Year-End
(1)The market price for our Class A common stock is based upon the market price of $19.37 per share, which is Lyft’s price at the close of market on December 31, 2025. (2)Subject to vesting acceleration under certain circumstances as described under “Potential Payments upon Termination or Change in Control” on page 52 of this proxy statement. (3)If the performance condition is achieved, the PSUs in the applicable tranche will vest 50% upon the certification of achievement by the compensation committee of the board of directors (but no earlier than April 17, 2024) and 50% on the one year anniversary of such certification, subject to the participant continuing to serve as the Chief Executive Officer through each such date. (4)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on November 20, 2023, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (5)The PSUs will be eligible to vest in four tranches based on the Company’s stock price performance over certain performance periods during the four years beginning on July 25, 2023. Upon achievement of a stock price performance target and certification of achievement by the compensation committee of the board of directors, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO’s continued service through each such date. (6)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2024, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (7)The PSUs will be eligible to vest in four tranches based on the Company’s stock price performance over certain performance periods during the four years beginning on April 3, 2024. Upon achievement of a stock price performance target and certification of achievement by the compensation committee of the Company’s board of directors, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO’s continued service through each such date. (8)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2025, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to the NEO’s continued service through each vesting date. (9)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on May 20, 2023, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Ms. Llewellyn’s continued service through each vesting date. (10)The PSUs will be eligible to vest in four tranches based on the Company’s stock price performance over certain performance periods during the four years beginning on May 3, 2023. Upon achievement of a stock price performance target and certification of achievement by the compensation committee, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO’s continued service through each such date. (11)The time-based vesting condition is satisfied as to 1/12th of the total number of shares of our Class A common stock underlying the RSUs on November 20, 2024, and as to an additional 1/12th of the total number of shares of our Class A common stock underlying the RSUs in quarterly installments on each of February 20, May 20, August 20, and November 20 thereafter, subject to Ms. Llewellyn’s continued service through each vesting date. (12)The PSUs will be eligible to vest in four tranches based on the Company’s stock price performance over certain performance periods during the four years beginning on July 19, 2024. Upon achievement of a stock price performance target and certification of achievement by the compensation committee, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO’s continued service through each such date. (13)The PSUs will be eligible to vest in four tranches based on the Company’s stock price performance over certain performance periods during the four years beginning on February 6, 2025. Upon achievement of a stock price performance target and certification of achievement by the compensation committee, the PSUs in the applicable tranche will vest in full if certain service-based vesting conditions applicable to such tranche have been met, subject to the NEO’s continued service through each such date.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table sets forth information regarding options exercised and stock awards vested for the NEOs during the year ended December 31, 2025:
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | David Risher | — | — | 1,225,000 | 18,730,250 | | Erin Brewer | — | — | 680,320 | 11,055,310 | | Lindsay Llewellyn | — | — | 322,690 | 5,491,363 |
Option Exercises and Stock Vested in 2025
(1)The value realized upon exercise of stock options is calculated by subtracting the stock option exercise price from the fair market value on the exercise date, and multiplying the difference by the number of shares. (2)The value realized upon vesting of RSUs and PSUs is calculated by multiplying the number of shares vested by the closing price of our Class A common stock on the vesting date (or, in the event the vesting date occurs on a holiday or weekend, the closing price of our Class A common stock on the immediately preceding trading day).
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
2019 Plan
| | Qualifying Termination Not in Connection with a Change of Control ($) | | | | | | Name | Base Salary Component | Cash Bonus Component | COBRA/ Benefits Component | Value of Accelerated Equity Awards(1) | Total | | David Risher | 725,000 | 1,725,000 | 26,347 | 11,864,125 | 14,340,472 | | Erin Brewer | 650,000 | 325,000 | 22,040 | 5,336,803 | 6,333,843 | | Lindsay Llewellyn | 650,000 | 325,000 | 22,040 | 3,153,029 | 4,150,069 |
2019 Plan
| | Termination Due to Death or Disability ($) | | | | | Name | Base Salary Component | COBRA/Benefits Component | Value of Accelerated Equity Awards(1) | Total | | David Risher | — | 52,694 | 10,000,000 | 10,052,694 | | Erin Brewer | — | 44,081 | 10,000,000 | 10,044,081 | | Lindsay Llewellyn | — | 44,081 | 7,843,436 | 7,887,517 |
2019 Plan
| | Qualifying Termination in Connection with a Change of Control ($) | | | | | | Name | Base Salary Component | Cash Bonus Component | COBRA/ Benefits Component | Value of Accelerated Equity Awards(1) | Total | | David Risher | 1,087,500 | 2,587,500 | 39,521 | 11,864,125 | 15,578,646 | | Erin Brewer | 650,000 | 325,000 | 22,040 | 22,855,070 | 23,852,110 | | Lindsay Llewellyn | 650,000 | 325,000 | 22,040 | 13,167,435 | 14,164,475 |
Pay Versus Performance
Pay Versus Performance In accordance with SEC rules (Item 402(v) of Regulation S-K), we are reporting our pay versus performance information.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment based on Total Shareholder Return | | | | | Fiscal Year(1) | Summary Compensation Table Total for PEO - David Risher ($)(2) | Summary Compensation Table Total for PEO - Logan Green ($)(2) | Compensation Actually Paid to PEO - David Risher ($)(3) | Compensation Actually Paid to PEO - Logan Green ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Lyft Inc.(4) | S&P 500 IT Index(4) | Lyft GAAP Net Income (Loss) ($000s)(5) | Company Selected Measure: Stock Price(6) | | 2025 | 2,824,088 | — | 36,986,888 | — | 5,652,424 | 13,690,709 | $39.43 | $248.07 | 2,844,008 | $19.37 | | 2024 | 1,321,239 | — | (41,057,391) | — | 6,915,578 | 2,930,776 | $26.26 | $201.18 | 22,784 | $12.90 | | 2023 | 78,238,027 | 814,400 | 135,370,642 | 1,293,268 | 5,567,041 | 7,383,033 | $30.51 | $148.26 | (340,320) | $14.99 | | 2022 | — | 13,316,696 | — | (175,368) | 9,899,672 | 435,982 | $22.43 | $94.80 | (1,584,511) | $11.02 | | 2021 | — | 13,909,482 | — | 10,301,180 | 9,911,885 | 6,656,512 | $86.97 | $133.35 | (1,062,144) | $42.73 |
Pay Versus Performance Table
(1)Mr. Green was a principal executive officer, or PEO, for the period of fiscal 2021-2023. Mr. Green transitioned from such role effective April 17, 2023. Mr. Risher became PEO effective as of the same date, in fiscal 2023 and was our PEO for fiscal 2024 and 2025; non-PEO named executive officers, or Non-PEO NEOs included in the above table reflect the following:
Pay Versus Performance Table
| Fiscal Year | Non-PEO NEOs | | | | | | | 2025 | Erin Brewer | Lindsay Llewellyn | – | – | – | – | | 2024 | Erin Brewer | Lindsay Llewellyn | Kristin Sverchek | – | – | – | | 2023 | Kristin Sverchek | Erin Brewer | John Zimmer | Elaine Paul | Lisa Blackwood-Kapral | Ashwin Raj | | 2022 | John Zimmer | Elaine Paul | Ashwin Raj | Kristin Sverchek | – | – | | 2021 | John Zimmer | Kristin Sverchek | Ashwin Raj | Brian Roberts | – | – |
Pay Versus Performance Table
(2)These figures represent the total compensation paid to our PEO and the average of the total compensation paid to our Non-PEO NEOs in each listed fiscal year, respectively, as shown in our Summary Compensation Table for such listed fiscal year. (3)Compensation Actually Paid (“CAP”) does not mean that these amounts were actually paid in the listed fiscal year, but is a dollar amount derived from the starting point of total compensation reported in the Summary Compensation Table under the methodology prescribed under the SEC's rules (Item 402(v) of Regulation S-K) as shown in the adjustment tables below. The assumptions used for determining fair values shown in this table are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards. Fiscal 2023 - 2025 CAP to PEO (Mr. Risher), fiscal 2021 - 2023 CAP to PEO (Mr. Green) and the average CAP to non-PEO NEOs reflect the following adjustments from total compensation reported in the Summary Compensation Table:
Pay Versus Performance Table
| Year | | Total Reported in Summary Compensation Table (SCT) for PEO ($) | Less, Value of Stock Awards reported in SCT for PEO ($) | Plus, Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding for PEO ($) | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End for PEO ($) | Plus, Fair Value as of Vesting Date of Awards Granted in Fiscal Year and that Vested in Fiscal Year for PEO ($) | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested in Fiscal Year for PEO ($) | Total Adjustments for PEO ($) | Compensation on Actually Paid for Fiscal Year to PEO ($) | | 2025 | David Risher | 2,824,088 | — | — | 35,228,550 | — | (1,065,750) | 34,162,800 | 36,986,888 | | 2024 | David Risher | 1,321,239 | — | — | (42,378,630) | — | — | (42,378,630) | (41,057,391) | | 2023 | David Risher | 78,238,027 | 73,322,375 | 130,467,400 | — | — | (12,410) | 57,132,615 | 135,370,642 | | | Logan Green | 814,400 | 260,005 | 184,722 | 556,120 | 132,585 | (134,554) | 478,868 | 1,293,268 | | 2022 | Logan Green | 13,316,696 | 12,842,695 | 2,695,761 | (3,341,310) | 1,269,644 | (1,273,464) | (13,492,064) | (175,368) | | 2021 | Logan Green | 13,909,482 | 13,400,182 | 6,824,229 | — | 2,237,578 | 730,073 | (3,608,302) | 10,301,180 |
Pay Versus Performance Table
| Year | Total Reported in Summary Compensation Table (SCT) for Non-PEO NEO ($) | Less, Value of Stock Awards reported in SCT for Non-PEO NEOs ($) | Plus, Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding for Non-PEO NEOs ($) | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End for Non-PEO NEOs ($) | Plus, Fair Value as of Vesting Date of Awards Granted in Fiscal Year and that Vested in Fiscal Year for Non-PEO NEOs ($) | Plus, Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested in Fiscal Year for Non-PEO NEOs ($) | Total Adjustments for Non-PEO NEOs ($) | Compensation on Actually Paid for Fiscal Year to Non-PEO NEOs ($) | | 2025 | 5,652,424 | 4,413,703 | 5,814,216 | 4,311,191 | 648,010 | 1,678,571 | 8,038,285 | 13,690,709 | | 2024 | 6,915,578 | 5,629,122 | 2,312,455 | (1,042,035) | 556,087 | (182,187) | (3,984,802) | 2,930,776 | | 2023 | 5,567,041 | 4,741,893 | 6,078,115 | 170,914 | 368,089 | (59,233) | 1,815,992 | 7,383,033 | | 2022 | 9,899,672 | 8,817,427 | 2,038,263 | (2,191,612) | 696,477 | (1,189,391) | (9,463,690) | 435,982 | | 2021 | 9,911,885 | 9,187,225 | 4,308,474 | (280,214) | 1,598,029 | 305,563 | (3,255,373) | 6,656,512 |
Pay Versus Performance Table
(4)Total shareholder return (“TSR”) is calculated by assuming that a $100 investment was made on the last trading day prior to the first day of the earliest listed fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. The peer group used is the S&P 500 Information Technology (IT) index, as used in our performance graph in our Annual Report on Form 10-K for the year ended December 31, 2025. (5)The dollar amounts reported are the Company's GAAP Net Income (Loss) reflected in the Company’s audited financial statements. (6)Stock price is the most important financial performance measure used by the Company to link CAP to our NEOs in fiscal 2025 to performance of the Company. The prices in the table are the closing price of the Company’s Class A common stock as reported on the last trading day of the fiscal year. See “Compensation Discussion and Analysis” for discussion of the stock price goals applicable to the PSUs granted to our NEOs in 2025.
Pay Versus Performance Description of Relationships
Pay Versus Performance Description of Relationships The following graph illustrates the relationship between CAP to each of our PEOs and average CAP to our non-PEO NEOs versus TSR for both the Company and the S&P 500 IT Index on a cumulative basis assuming investment of $100 on the last trading day prior to the first day of the fiscal year reported below. The PEO and other NEOs’ CAP amounts generally are aligned with the Company’s TSR. This is due primarily to the Company’s use of equity incentives, which are tied directly to stock price. In 2023, 2024 and 2025, CAP for Mr. Risher is anomalous as Mr. Risher received a PSU award upon his appointment to CEO, which was intended to be Mr. Risher’s sole equity for the initial four years of his employment. Therefore, Mr. Risher did not receive an annual equity award in 2025. The following graph illustrates the relationship between CAP to each of our PEOs and average CAP to our non-PEO NEOs versus the Company’s Net Income (Loss). The following graph illustrates the relationship between CAP to each of our PEOs and average CAP to our non-PEO NEOs versus the year-end value of the Company’s stock, which is shown as the closing price as of the last trading day for the applicable year.
CEO Pay Ratio Disclosure
CEO Pay Ratio Disclosure In accordance with SEC rules, we are reporting our CEO pay ratio. As set forth in the “Summary Compensation Table” on page 48 of this proxy statement, Mr. Risher’s annual total compensation for fiscal 2025 was $2,824,088 and the total compensation of the median employee was $157,418, resulting in a CEO pay ratio of approximately 18:1. The CEO pay ratio increased for 2025 compared to 2024, but as expected, continues to be below the 2023 CEO Pay Ratio. Given that Mr. Risher did not receive an equity award in 2025, Mr. Risher’s fiscal 2025 annual total compensation consisted of only his base pay, cash bonus (which included the additional incremental bonus opportunity for meeting certain performance target levels), and all other compensation. Therefore, the CEO pay ratio increased for 2025 but as expected continues to remain below the CEO pay ratio for 2023 (which was 519:1). In large part due to the additional incremental bonus opportunity for the CEO for 2025, our 2025 CEO pay ratio was higher than our 2024 CEO pay ratio, which was 7:1. In accordance with the SEC rules for calculating the CEO pay ratio, we used Mr. Risher's annualized total compensation for purposes of this calculation. The SEC rules for identifying the median employee and calculating the CEO pay ratio do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may apply reasonable assumptions and estimates that are different from those used by us. Therefore, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Our CEO pay ratio is based on the following methodology: •Analyzed all of Lyft’s employees, and excluded employees who joined the Company in connection with the 2025 acquisitions of Freenow and TBR (see further detail below), contractors, other non-employees, and the CEO, as of December 31, 2025. •To determine the median employee, we used actual base salary, actual bonus and other non-recurring cash-based payments and the grant date fair value of equity awards granted during fiscal 2025. •After identifying the median employee, we calculated annual total compensation of the median employee using the same methodology that was used for our NEOs, as set forth in the “Summary Compensation Table” on page 48 of this proxy statement. For employees based outside of the United States, we converted pay into USD using the exchange rate on December 31, 2025. As permitted by SEC rules, we excluded employees who joined the Company in connection with our acquisitions of Freenow on July 31, 2025 and TBR on October 14, 2025. As of December 31, 2025, the number of excluded employees was 808.
Gross Bookings
Gross Bookings Gross Bookings is a key indicator of the scale and impact of our overall platform. Lyft defines Gross Bookings as the total dollar value of transactions including any applicable taxes, tolls and fees, for rides and other offerings provided by Lyft, excluding tips to drivers. In the fourth quarter of 2025, Lyft simplified the definition of Gross Bookings to better align the metric with future scaling of the business. There was no impact to prior periods.