UBER

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Uber Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Uber   2023 Proxy Statement

Uber’s Mission

Uber’s Mission

We reimagine the way the world moves for the better

We are Uber. The go-getters. The kind of people who are relentless about our mission to help people go anywhere and get anything and earn their way. Movement is what we power. It’s our lifeblood. It runs through our veins. It’s what gets us out of bed each morning. It pushes us to constantly reimagine how we can move better. For you. For all the places you want to go. For all the things you want to get. For all the ways you want to earn. Across the entire world. In real time. At the incredible speed of now.

Our Values

Our values reflect who we are and where we’re going. They guide our decision-making, unite and define our culture, and tell a story to the world about Uber’s corporate purpose.

Do the right thing Go get it Bring the mindset of a champion. Our ambition is what drives us to achieve our mission. How we define a champion mindset isn't based on how we perform on our best days, it's how we respond on our worst days. We hustle, embrace the grind, overcome adversity, and play to win for the people we serve. Because it matters. Trip obsessed Make magic in the marketplace. The trip is where the marketplace comes to life. The earner, rider, eater, carrier, and merchant are the people who connect in our marketplace - and we see every side. This requires judgment to make difficult trade-offs, blending algorithms with human ingenuity, and the ability to create simplicity from complexity. When we get the balance right for everyone, Uber magic happens. Build with heart We care. We work at Uber because our products profoundly affect lives and we care deeply about our impact. Putting ourselves in the shoes of people who connect in our marketplace helps us build better products that positively impact our communities and partners. Our care drives us to perfect our craft. Stand for safety Safety never stops. We embed safety into everything we do. Our relentless pursuit to make Uber safer for everyone using our platform will continue to make us the industry leader for safety. We know the work of safety never stops, yet we can and will challenge ourselves to always be better for the communities we serve. See the forest and the trees Know the details that matter. Building for the intersection of the physical and digital worlds at global scale requires seeing the big picture and the details. Knowing the important details can change the approach, and small improvements can compound into enormous impact over time. One Uber Bet on something bigger. It's powerful to be a part of something bigger than any one of us, or any one team. That's why we work together to do what's best for Uber, not the individual or team. We actively support our teammates, and they support us - especially when we hit the inevitable bumps in the road. We say what we mean, disagree and commit, and celebrate our progress, together. Great minds don't think alike Diversity makes us stronger. We seek out diversity. Diversity of ideas. Identity. Ethnicity. Experience. Education. The more diverse we become, the more we can adapt and ultimately achieve our mission. When we reflect the incredible diversity of the people who connect on our platform, we make better decisions that benefit the world.

Notice of 2023 Annual Meeting of Stockholders

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Notice of 2023 Annual
Meeting of Stockholders

Meeting Information:
DATE & TIME May 8, 2023 11:00 a.m. Pacific Time	LOCATION Virtual A live webcast of the Annual Meeting will be available at www.virtualshareholdermeeting.com/UBER2023	RECORD DATE March 13, 2023

Stockholders may participate in the Annual Meeting by logging in at www.virtualshareholdermeeting.com/UBER2023.
Please see pages 2 and 82 of the proxy for additional information regarding participation in the virtual meeting.

	To Vote Prior to Annual Meeting:
		By Internet Go to www.proxyvote.com and follow the instructions
		By telephone Call 1-800-690-6903
		By mail Sign, date, and return your proxy card in the postage-paid envelope

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Uber   2023 Proxy Statement

Notice of 2023 Annual Meeting of Stockholders

Important Information About
Uber’s Virtual Annual Meeting

Letter from the Chairperson of the Board

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Letter from the
Chairperson of the Board

Dear Stockholders, On behalf of our entire Board, thank you for your investment and continued support of Uber. 2022 was an outstanding operational year for Uber. We attained positive free cash flow for the first time on a full fiscal year basis, and we exceeded our financial targets, delivering significant growth in adjusted EBITDA every quarter. We also grew our gross bookings by 33% to $115 billion.1 We’re building on this momentum for 2023 and striving to achieve GAAP operating income profitability. As regions around the world recover from the pandemic, we remain committed to building a stronger and more sustainable business to benefit all of our stockholders and to deliver long- term value. In order to accomplish this, we made progress on our regulatory vision and climate change commitments. In 2022, we advanced Uber’s vision of IC+ by supporting two IC+ bills in Washington State and Chile. We signed agreements with four labor organizations with the aim of improving Driver and Courier well-being, and we were granted a license to operate in London for the first time since 2017. We continued momentum toward our zero emissions goal by increasing the monthly active zero-emission vehicle drivers on our platform and, in 2023, Uber’s near and long-term science-based emissions reduction targets have been approved by the Science Based Targets initiative (SBTi). We continued to engage with our stockholders to ensure we are listening and responding to your priorities as investors. In 2022, we met with over 60% of our top 100 stockholders, representing over 40% of our shares outstanding, to discuss topics including strategic initiatives, our capital allocation framework, governance, and sustainability. In 2021, we received a stockholder proposal regarding a civil rights audit, and we engaged on several occasions with the stockholder toward a mutually beneficial outcome. The proposal was ultimately withdrawn, and the Company agreed to conduct a civil rights assessment, which is currently underway. We continue to value our conversations with stockholders and stockholder proponents. I would like to take this opportunity to offer my heartfelt thanks to our colleague, Yasir Al- Rumayyan, who will transition off our Board following the 2023 Annual Meeting. Yasir has been a Board member since 2016–prior to our IPO–and we are grateful for his nearly seven years of Board service, where he contributed his financial expertise and his extensive government, policy, and regulatory experience to our Board. We remain as committed as ever to serving our stockholders and the millions of people who interact with our platform every day. We look forward to engaging with all of you at our 2023 Annual Meeting, and we encourage you to continue to share your concerns and feedback with us. We are excited about what lies ahead and are grateful for your continued support. As always, thank you for your investment and continued support of Uber. Sincerely,   Ronald Sugar Independent Chairperson of the Board of Directors

¹ Growth percentage for Gross Bookings reflected on a constant currency basis.

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Uber   2023 Proxy Statement

Table of Contents

Table of Contents

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	Proxy Statement Summary
	2022 Platform Highlights

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	Proxy Statement Summary

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	Proxy Statement Summary
	Nominees for Board of Directors
	You are being asked to vote on the election of the 10 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: 74 Board Tenure: 4.7 Years Committee Memberships: Nominating and Governance (Chair); Compensation				Revathi Advaithi* CEO, Flex Ltd. Age: 55 Board Tenure: 2.7 Years Committee Memberships: Audit
			Ursula Burns* Former Chairman and CEO, VEON Ltd. Age: 64 Board Tenure: 5.5 Years Committee Memberships: Audit; Nominating and Governance				Robert Eckert* Operating Partner, FFL Partners LLC Age: 68 Board Tenure: 3.0 Years Committee Memberships: Nominating and Governance; Compensation (Chair)
			Amanda Ginsberg* Former CEO, Match Group, Inc. Age: 53 Board Tenure: 3.1 Years Committee Memberships: Compensation				Dara Khosrowshahi CEO, Uber Age: 53 Board Tenure: 5.6 Years Committee Memberships: None
			Wan Ling Martello* Co-founder and Partner, BayPine Age: 64 Board Tenure: 5.8 Years Committee Memberships: Nominating and Governance; Compensation				John Thain* Former Chairman and CEO, CIT Group Age: 67 Board Tenure: 5.5 Years Committee Memberships: Audit (Chair)
			David Trujillo* Partner, TPG Age: 47 Board Tenure: 5.8 Years Committee Memberships: Nominating and Governance; Compensation				Alexander Wynaendts* Former CEO and Chairman, Aegon NV Age: 62 Board Tenure: 2.0 Years Committee Memberships: Audit
	Note: Age and Board tenure measured as of March 28, 2023. † Independent Chairperson of the Board * Independent Director

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	Proxy Statement Summary
	Corporate Governance Highlights We strive to maintain the highest governance standards in our business. Our commitment to effective corporate governance is illustrated by the following practices:
	WHAT WE DO ·   Independent chairperson ·   Look for qualified women and minorities for every open Board seat ·   Fully independent Audit, Compensation, and Nominating and Governance Committees that meet at least quarterly ·   Annual elections for all directors ·   Directors elected by majority vote in uncontested elections ·   Board oversight of management succession planning ·   Board, committee, and individual director evaluation process ·   Stock ownership guidelines for directors and executive officers ·   Clawback policy in our executive compensation program ·   Incorporate performance metrics tied to our cultural values, including safety, climate, and diversity, equity, and inclusion (DEI) metrics into executive compensation		WHAT WE DON’T DO ·   Dual class stock ·   Allow hedging of Uber stock by directors or employees ·   Allow pledging of Uber stock by directors or employees for margin loans or similar speculative transactions ·   Have a stockholder rights plan (“poison pill”) ·   Have a classified Board ·   Require a supermajority vote to amend our bylaws or certificate of incorporation ·   Require a supermajority vote to remove directors

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	Proxy Statement Summary
	Investor Engagement in 2022 We believe effective corporate governance includes constructive conversations with our stockholders on topics such as strategy, operating performance, corporate governance, executive compensation, environmental sustainability, corporate responsibility, and social impact issues. These conversations drive increased corporate accountability, improve decision-making, and ultimately create long-term stockholder value. Leading up to our initial public offering (IPO), we substantially reshaped our corporate governance structure, policies, and procedures based on input from our stockholders. Since then, we have continued to increase our investor engagement efforts with a growing number of our largest stockholders and other key constituents on a wide variety of interests including our strategy and operating performance and also corporate governance, executive compensation, and environmental and social matters. Throughout the year, directors, including our independent chairperson, Ronald Sugar, also met with some of our largest stockholders to discuss a variety of topics. We believe these engagement efforts with our stockholders will allow us to better understand our stockholders’ priorities and perspectives and provide us with useful input concerning our corporate strategy, our compensation, and ESG practices.
	Held calls and meetings with over 60% of our top 100 stockholders representing 40% of shares outstanding	How we engaged with investors				Engagement topics
			We invited our largest investors to discuss any topics they desire			›  Profitability and free cash flow trajectory, capital allocation, and financial and operational performance ›  Driver and Courier well-being, our response to classification and dynamic regulatory environments, and our pursuit of IC+ in markets around the world† ›  Our approach to improving safety and safety perception on our platform ›  Human capital management and how we attract, retain, and engage talent, and are promoting DEI in our workforce ›  Climate change and the ways in which we are driving electrification and decarbonization in pursuit of our ambitious electrification and emissions reduction goals
			We regularly reported our investors’ views to our Board
			We engaged with analysts through quarterly conference calls, our investor relations website, and meetings and calls
			Our Chairperson and other members of the Board and executive leadership team participated in investor outreach
			Published our ESG Report, Climate Assessment and Performance Report, People & Culture Report, U.S. Safety Report, and U.S. Political Engagement Report*
	*   The ESG Report, Climate Assessment and Performance Report, People & Culture Report, U.S. Safety Report, and U.S. Political Engagement Report are not incorporated by reference in this proxy statement. †   “IC+” refers to our vision of a model for platform work that provides independent contractors with flexible, fair, and transparent earnings opportunities when they want it, and protection and benefits when they need them.

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	Proxy Statement Summary
	Investor Engagement Feedback Cycle
	In addition to year-round engagement with investors on our financial and business performance, we conduct extensive engagements with stockholders to support and drive our commitment to corporate responsibility. These engagements routinely cover governance, compensation, Driver and Courier well-being, safety, climate change, culture, DEI, human capital management, local impact, data privacy and cybersecurity, and more. We highly value the feedback we receive and regularly report to our Board and Nominating and Governance Committee on what we have heard. Below are a few examples of the ways we have responded to feedback from our investors.
	EXAMPLES OF WHAT WE HEARD IN 2022				HOW WE RESPONDED
	Encouraged to enhance stockholder rights				Agreed to recommend adding proxy access to our bylaws prior to our 2024 Annual Meeting.
	Encouraged to enhance climate change disclosures				Added scenario analysis to our Task Force on Climate-Related Financial Disclosures (TCFD) assessment. Expanded our climate disclosures to cover global Scope 1, 2, and 3 (category 11) emissions across Mobility, Delivery, and Freight businesses. Published our third Climate Assessment and Performance Report (CAsPR) showing progress towards monthly active zero- emission vehicle (ZEV) Drivers, quarterly ZEV trips, and share of trip miles completed in ZEVs on Uber in the United States, Canada, and Europe.*
	Encouraged to enhance reporting around political and lobbying expenditures				Received an inaugural score of 81.4 on the 2022 CPA-Zicklin Index of Corporate Political Disclosure and Accountability. We are updating our U.S. Political Engagement Report to include disclosures around climate lobbying.
	Encouraged to provide more information on the experience of Drivers and Couriers earning on our platform				Included Driver and Courier well-being metrics in our executive compensation program. See page 52 of this proxy statement for additional information. In our 2022 ESG Report, we provided an update on how we have advocated on behalf of Drivers and Couriers in markets around the world to preserve the flexibility of work while expanding access to benefits and protections. We also highlighted multi-app users, along with outcomes and links to several surveys, studies, and opportunities for learning and growth as it relates to Drivers and Couriers who earn with Uber.
	Encouraged to share more information on progress toward our 2020 racial equity commitments				Made significant strides in delivering on our 2020 commitments to become a more anti-racist company. To date, we have fulfilled 11 of the 16 original commitments. Of the remaining five, three of them are 2025 goals. Published our fifth People & Culture Report covering human capital management, DEI issues, and more.
	Encouraged to continue disclosure around safety				Published our second U.S. Safety Report to track our progress, drive accountability, and strengthen safety on our platform and beyond.
	Encouraged to share more information around data privacy and security practices				Launched a centralized Privacy Center for all users, accessible in-app and on the web, which includes a series of privacy and security features to help users understand and control how we use their data. Maintained ISO 27001 certification for enterprise business (Uber for Business, Central, and Uber Health) and core rides business.
	*   As used in this proxy, with respect to ZEVs, Europe or European countries refers to coverage over the entire applicable quarter for Mobility, across Belgium, France, Germany, Netherlands, Portugal, Spain, and the United Kingdom.

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	Proxy Statement Summary
	Executive Compensation Highlights Our Compensation Committee believes ensuring that we have strong, diverse talent with demonstrated ability to grow and scale while focusing on our long-term strategic goals and driving long-term stockholder value is critical to our success and must be reflected in our compensation program. As our compensation program has evolved, we have consistently engaged with our stockholders and incorporated their feedback into all aspects of our compensation program. In response to constructive stockholder feedback, we made a number of significant changes to our compensation program in 2021 in order to better align with stockholder interests, align pay with performance, and generate long-term stockholder value. We largely maintained the philosophy and design of our compensation program from last year as we felt it continued to be effective and we believe our stockholders agree with us, as we received a Say-on-Pay vote of 94% in 2022 for the second year in a row. We believe we have a world-class executive compensation program designed to attract, retain, and motivate key talent in a dynamic and highly competitive environment while building value for our stockholders. We are committed to accountability and to ongoing investor engagement and dialogue as we continue to evaluate the structure and effectiveness of our executive compensation program.
	The following is a summary of the most notable highlights of our 2022 compensation program, which we believe reflect the mission and values of the Company and incorporate the feedback we received from our stockholders through our extensive engagement.
	2022 Program Highlights
	✓ No adjustment to 2020 PRSUs despite the impact of COVID-19. The 2020 PRSUs achieved an overall payout of 70.7%, largely driven by the impact of COVID-19 on our 2020 results, which resulted in the forfeiture of a significant portion of the PRSUs. The Compensation Committee did not amend or adjust the target performance metrics for the 2020 PRSUs in order to reinforce our pay-for-performance culture and keep the interests of our executives and those of our stockholders aligned. ✓ Responded to stockholder feedback by adding more Driver and Courier well-being performance goals. Incorporated goals into our annual cash bonus plan to increase the number of monthly active Drivers and Couriers by enhancing their experience in an effort to have the best platform for them. ✓ Continued to incorporate ESG priorities throughout our compensation program. Focused on our ESG goals by continuing to incorporate, and expanding inclusion of, DEI, safety, Driver and Courier well-being, and climate goals in both our annual cash bonus plan and long-term equity incentive program. ✓ Included Human Capital Management (HCM) goals in our annual cash bonus plan. Continued to focus on HCM by incorporating employee retention goals into our annual cash bonus plan to improve employees’ day-to-day experience. ✓ Aligned our PRSU goals with how we measure success as a Company. For our 2022 PRSU awards, we changed our key financial metrics to Adjusted EBITDA as a percentage of Gross Bookings instead of as a percent of Revenue because it simplifies and improves the analysis of Mobility and Delivery relative to the other. ✓ Replaced half of our CEO’s time-based RSUs with stock options. Granted stock options to our CEO in lieu of a portion of time-based RSUs in order to incentivize performance beyond our three-year PRSU program and further align interests with stockholders.

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Uber   2023 Proxy Statement

Proxy Statement Summary

ESG Highlights

Our Approach to ESG

ESG Highlights

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ESG Governance

Strong corporate governance is important to the long-term success of our stockholders and our business and ESG strategies. As such, and as appropriate, they are overseen by our Board and its independent Audit, Compensation, and Nominating and Governance Committees. In the past three years, our Board has amended the charters of each key committee to formalize oversight of our various ESG priorities based on the outcome of our ESG materiality assessment. To help us determine what is most important to our stakeholders, we leverage our ESG materiality assessment and we periodically refresh it because we understand our priorities may change over time.

The ESG materiality assessment was designed to identify the most relevant, or material, issues from an ESG perspective, which is a broader standard than that used in our financial disclosures. The use of “material” when referring to ESG topics throughout this proxy statement is intended to flag the most important issues from our ESG assessment. It does not speak to the materiality of those issues to Uber as a whole.

Oversight

The Board is actively engaged in overseeing the components of our ESG program. Below is a summary of the primary oversight responsibilities of the Board and its committees for each area of focus.

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Uber   2023 Proxy Statement

Proxy Statement Summary

ESG Governance at a Glance

Our Nominating and Governance Committee, as well as our Board as a whole, are tasked with oversight of ESG matters. The chart below summarizes the Board and each committee’s primary responsibility for the components of our ESG program and our material ESG topics.

Our Commitment to Transparency & Reporting

Our ESG reporting is informed by the standards of the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate- Related Financial Disclosures (TCFD). We actively review reports and ratings issued by ESG data providers and identify disclosures that can inform their analyses. As a result of these efforts, we have seen an increase in our ratings over the past few years. For example, our MSCI ESG rating has improved from BBB to A. We continue to engage with our investors and stakeholders to focus on providing meaningful and potentially decision-useful disclosures.

Below is a summary of our stand-alone reports that are available at www.uber.com.

Voting Agenda

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Voting Agenda

Proposal 1	Election of Directors   The Board of Directors recommends a vote FOR each of the director nominees listed in this proxy statement to hold office until the 2024 Annual Meeting of stockholders and until their successors are elected.		✓	Our Board recommends a vote FOR
				See page 16 for more information
Proposal 2	Advisory Vote to Approve 2022 Named Executive Officer Compensation   The Board of Directors recommends a vote FOR the approval, on a non-binding advisory basis, of the 2022 compensation of our named executive officers (NEOs) (the “say-on-pay vote”).		✓	Our Board recommends a vote FOR See page 76 for more information
Proposal 3	Ratification of Appointment of Independent Registered Public Accounting Firm   The Board of Directors recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.		✓	Our Board recommends a vote FOR See page 77 for more information
Proposal 4	Stockholder Proposal to Prepare an Independent Third-Party Audit on Driver Health and Safety   If properly presented at the Annual Meeting, the Board of Directors recommends a vote AGAINST the stockholder proposal to prepare an independent third-party audit on Driver health and safety.		✕	Our Board recommends a vote AGAINST See page 79 for more information

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Uber   2023 Proxy Statement

Proposal 1 — Election of Directors

Proposal 1 — Election of Directors

Director Nominees

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Director Nominees

The Board of directors recommends a vote FOR each of the following director nominees to hold office until the 2024 Annual Meeting of stockholders and until their successors are elected.

Ronald Sugar

Age: 74 Former Chairman and CEO, Northrop Grumman   Other Public Company Boards: • Apple Inc. • Amgen, Inc. • Chevron Corporation

Biography Dr. Sugar has served as the chairperson of our Board of Directors since July 2018. Dr. Sugar was Chairman of the board of directors and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, from 2003 until his retirement in 2010, and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman Corporation in 2001. Prior to that time, he served as Chief Financial Officer of TRW Inc. Dr. Sugar is also an adviser to Ares Management LLC, Bain & Company, 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., Apple Inc., and Chevron Corporation. He previously served on the board of directors of Air Lease Corporation from 2010 to 2020. Qualifications Dr. Sugar was selected to serve on our Board of Directors because of his experience as the leader of a global company, particularly as Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, his innovation, technology, and high-growth experience, consumer and digital experience, particularly his experience on Apple’s board of directors, his financial expertise, and his government, policy, and regulatory experience.

Revathi Advaithi

Age: 55 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. She joined Eaton in 1995 and led the Electrical Sector in the Americas and Asia-Pacific, with a three-year assignment in Shanghai. 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. Ms. Advaithi returned to Eaton in 2008 as vice president and general manager of the Electrical Components Division. Qualifications Ms. Advaithi was selected to serve on our Board of Directors due to her leadership experience as a chief executive officer of a large global technology company and her experience in engineering, operations, logistics, international management, and technology more generally.

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Uber   2023 Proxy Statement

Proposal 1 — Election of Directors

Ursula Burns

Age: 64 Former Chairman and CEO,VEON Ltd.   Other Public Company Boards: •  Endeavor Group Holdings, Inc. •  Exxon Mobil Corporation •  IHS Holdings Limited •  Plum Acquisition Corp. I

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., Exxon Mobil Corporation, IHS Holdings Limited, and Plum Acquisition Corp. I, where she is also Executive Chairwoman. 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, and Xerox Corporation from 2007 to 2017. Qualifications Ms. Burns was selected to serve on our Board of Directors because of her experience as the leader of a global company, particularly her experience as Chairman and Chief Executive Officer of Xerox, her technology and digital experience, her financial expertise, and her government, policy, and regulatory experience.

Robert Eckert

Age: 68 Operating Partner, FFL Partners, LLC   Other Public Company Boards: • Amgen, Inc. • Levi Strauss & Co. • McDonald’s Corporation

Biography Mr. Eckert has served on our Board of Directors since March 2020. Mr. Eckert has been an Operating Partner of FFL Partners, LLC, a private equity firm, since 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., McDonald’s Corporation, and Quinn Company. Qualifications Mr. Eckert was selected to serve on our Board of Directors due to his leadership experience as a chief executive officer of large global public companies and his extensive experience leading global consumer brands at Mattel and Kraft and financial expertise as a partner of FFL Partners, LLC and his government, policy, and regulatory experience.

Director Nominees

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Amanda Ginsberg

Age: 53 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 CEO of a leading provider of Internet-based dating products and a leading test preparation company and on-demand learning solutions company.

Dara Khosrowshahi

Age: 53 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, 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, 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.

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Uber   2023 Proxy Statement

Proposal 1 — Election of Directors

Wan Ling Martello

Age: 64 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 Nestlé's 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 CFO 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.

John Thain

Age: 67 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.

Director Nominees

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David I. Trujillo

Age: 47 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 $110+ 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 24 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, Creative Artists Agency (CAA), DirecTV, Entertainment Partners, GMR (Global Music Rights), Prodigy Education, and Vice Media. Mr. Trujillo led TPG’s investments in Airbnb, Astound Broadband, 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.

Alexander Wynaendts

Age: 62 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 CEO 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 Netherland, 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, the Advisory Board of salesforce. com, inc. for Europe, the Middle East, and Africa, 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.

Other Governance Matters

Board Leadership Structure

Our corporate governance guidelines provide that the roles of chairperson of the Board and CEO must be held by separate persons, and the chairperson of our Board of Directors must be independent. Dr. Sugar currently serves as the independent chairperson of our Board of Directors. In this role, he provides independent leadership and oversight of the Board of Directors and serves as a liaison between our board of directors and senior management. An independent chairperson helps enable independent directors to raise issues and concerns to the independent chairperson for consideration by our Board of Directors before involving senior management.

Delinquent Section 16(a) Reports

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations to us, we believe that for fiscal 2022, all filing requirements applicable to the Company’s officers, directors, and greater than 10% beneficial owners pursuant to Section 16(a) of the Exchange Act, were complied with, except that Yasir Al-Rumayyan filed one Form 4 relating to a purchase of securities late due to administrative oversight.

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Uber   2023 Proxy Statement

Proposal 1 — Election of Directors

Director Skills, Experience, and Background

Uber has a diverse set of director skills and experience on the Board. Listed below are certain skills and experiences that we consider important for our Board of Directors in light of our current business and structure.

Ms. Advaithi, Ms. Burns, and Ms. Martello self-identify as racially or ethnically diverse. Ms. Advaithi self-identifies as South Asian, Ms. Burns self- identifies as Black/African American, and Ms. Martello self-identifies as Southeast Asian / East Asian / Pacific Islander.

Vote Required and Recommendation of the Board of Directors

To be elected, each director nominee requires the affirmative vote of the majority of votes properly cast (i.e., the number of shares voted “FOR” the nominee must exceed the number of shares voted “AGAINST” the nominee). Abstentions and “broker non-votes” will have no effect on the outcome of the vote.

Our Board of Directors recommends a vote “FOR” each of the 10 director nominees listed above.

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Corporate Governance

We strive to maintain the highest governance standards in our business. Our commitment to effective corporate governance is illustrated by the following practices:

Board, Committee, and Director Performance

Our Board recognizes the importance of a comprehensive self-assessment framework for maintaining optimal Board effectiveness and to ensure each individual director is able to effectively discharge his and her duties in supporting the Company and its objectives. Our Nominating and Governance Committee oversees ongoing review of the performance of our Board, committees, and each individual director including oversight of the annual self-evaluation process and the implementation and review of our corporate governance guidelines.

Annual Evaluations

Every year, each director participates in evaluations of the Board, each standing committee, and each individual director that allow for individual director feedback and promote collective discussion on a number of important topics relating to the Board and the Company, including the effectiveness of the Board, each committee, and each individual director.

The Nominating and Governance Committee oversees this annual self-evaluation process, which is led by our Independent Chairperson and provides the Board and each director with valuable and diverse insights into the performance of the Board, including opportunities for improvement. The components of the self-evaluation process are outlined below.

Written questionnaires evaluating the Board, each committee, and each individual director are prepared, finalized, and reviewed by the Nominating and Governance Committee. The questionnaires are then distributed to each director, and cover a range of topics, including the board's role, composition, and committee structure; its focus on the Company's leadership and succession planning, operations and strategy, and risk management; and the Board's and each committee's meetings and materials. A separate questionnaire is also included for each director to evaluate every other individual director to provide an opportunity for feedback on each director's strengths and opportunities to improve, and whether such director is effective in serving on the Board. Summary of the Written Evaluations Each director returns the completed questionnaires confidentially to the Company's outside counsel, who aggregates and anonymizes the individual responses and provides a written summary of the evaluation results to the Independent Chairperson and the Chief Executive Officer. One-on-One Discussions The Independent Chairperson discusses the aggregated feedback on the Board, each committee, and each individual director with each director via individual one-on-one discussions encouraging candid feedback and discussion on the performance of the Board, each committee, and each director. Summary Review and Feedback The Independent Chairperson reviews the summary and results of the evaluation process with the Nominating and Governance Committee at its next regular meeting.

The Preparation and Questionnaires

Nominating and Governance Committee reports to, and leads a discussion with, the Board in executive session regarding the performance and effectiveness of the Board, each committee, and each director. Using the summary and evaluation results as a guide, the Independent Chairperson leads a discussion with the Board of possible focus areas and proposed actions, following which they are communicated to the Company’s senior management, as appropriate.

Ongoing Efforts The Board implements and monitors any agreed-upon next steps and is encouraged to provide real-time feedback throughout the year outside of the formal evaluation process. Board and committee executive sessions are held at every regular meeting during which they identify any related issues and review the status of proposed actions. The Board assesses the progress made in areas targeted for improvement from the prior year’s evaluation as part of its annual self-assessment process.

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Uber   2023 Proxy Statement

Corporate Governance

Evaluation Results

The Board and each committee began the most recent annual evaluation process in the fourth quarter of 2022 and completed the process in February 2023. The Board and each committee, after individual one-on-one discussions and discussion at the full Board, was satisfied with its performance and the performance of each individual director and proposed for 10 of the 11 current directors to stand for re-election at the 2023 Annual Meeting.

Changes Implemented

Our Board is committed to ensuring that the right mix of skills, background and experience, and gender and ethnic diversity is represented on the Board and its committees. This self-evaluation process has played an integral part of our Board refreshment since 2019 as evidenced by the addition of four additional directors to our Board since early 2020. We have also made changes to our committee composition and our corporate governance guidelines since the start of 2021 as described below.

Director Commitments

Our Nominating and Governance Committee recognizes the importance of ensuring that external commitments do not impair any director’s ability to discharge their responsibilities to effectively serve on the Board. While director effectiveness has always been taken into account as part of the annual evaluation process and related discussions, in 2022, the Nominating and Governance Committee recommended, and our Board approved, changes to our corporate governance guidelines to explicitly require that the Nominating and Governance Committee review each director’s external board commitments, including board leadership roles such as serving as board chair or lead director of a public company, on at least an annual basis as part of the annual evaluation process to ensure that no director’s ability to serve effectively on our Board is impaired by external board commitments.

The Nominating and Governance Committee completed this review of external board commitments in early 2023 and, taking into consideration factors such as the results of its overall annual evaluation process, determined that no director’s ability to serve was impaired by their existing external board commitments.

For more information on the Company’s policies on external board commitments, see Corporate Governance Policies and Practices below.

Corporate Governance Policies and Practices

Corporate Governance Policies and Practices

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Uber   2023 Proxy Statement

Corporate Governance

* Director tenure calculated as of March 28, 2023.

Business Conduct Guide and Code of Ethics

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Business Conduct Guide and Code of Ethics

We have adopted a Business Conduct Guide and Code of Ethics, which is posted on the investor relations page of our website, www.uber.com. We will also disclose on our website any amendments to the sections of our Business Conduct Guide that constitute our Code of Ethics and any waivers granted to our executive officers or directors.

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Uber   2023 Proxy Statement

Corporate Governance

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:

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:

Compensation Committee

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Uber   2023 Proxy Statement

Corporate Governance

Committee Composition

	Audit	Nominating and Governance	Compensation
Ronald Sugar (Independent Chairperson)
Revathi Advaithi
Ursula Burns
Robert Eckert
Amanda Ginsberg
Dara Khosrowshahi
Wan Ling Martello
Yasir Al-Rumayyan
John Thain
David Trujillo
Alexander Wynaendts

  committee member        committee chair

Meetings of the Board of Directors and Standing Committees

Our Board of Directors and Audit, Compensation, and Nominating and Governance Committees meet at least quarterly. In 2022, our Board of Directors met 12 times, the Audit Committee met 8 times, the Compensation Committee met 6 times, and the Nominating and Governance Committee met 4 times. Each director who served on our Board of Directors during 2022 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 exceptions of (i) H.E. Al-Rumayyan, who attended less than 75% of Board meetings and Audit Committee meetings due to extensive prior commitments and (ii) Wan Ling Martello, who attended less than 75% of Board meetings due to a medical procedure. Under our corporate governance guidelines, all directors are expected to attend the Company’s annual meeting of stockholders. Ten of our current 11 directors attended the 2022 Annual Meeting.

Meetings of Non-Management Directors

During 2022, 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 intend to 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.

Our Board of Directors‘ Role in Risk Oversight

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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 and Processes

Our committee charters and risk management policies set forth the following risk-related responsibilities:

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Uber   2023 Proxy Statement

Corporate Governance

Board of Directors’ Role in Cybersecurity Oversight

Safeguarding our critical networks and the information that platform users share with us is vital to our business. Our Board of Directors oversees our efforts to address cybersecurity risk through the oversight of our senior management team, including our Chief Legal Officer, Chief Privacy Officer, Chief Trust and Security Officer, Chief Information Security Officer, and EU Data Protection Officer.

Our Chief Information Security Officer provides reports to the Audit Committee on a bi-annual basis and is responsible for a range of cybersecurity activities, including conducting threat environment and vulnerability assessments, managing cyber incidents, pursuing projects to strengthen internal cybersecurity, working closely with our privacy and cybersecurity legal team that reports into our Chief Privacy Officer, coordinating with our operations teams to evaluate the cybersecurity implications of our products and offerings, and coordinating management’s efforts to monitor, detect, and prevent cyber threats to our Company. In addition, the Audit Committee annually reviews Uber’s risk profile with respect to cybersecurity matters. Our Chief Privacy Officer provides reports to the Board on an annual basis and as requested from time to time.

Certain Relationships and Related Person Transactions

Other than the executive officer and director compensation arrangements discussed in the sections titled “Executive Compensation” and “Director Compensation” and compensation to other executive officers that would have been disclosed in that section if such executive officers had been a NEO, we describe transactions and series of similar transactions, since January 1, 2022, in which we participated or will participate, in which:

Investors’ Rights Agreement

Prior to our IPO, we entered into an amended and restated investors’ rights agreement with certain holders of our redeemable convertible preferred stock (IRA), including The Public Investment Fund and entities affiliated with TPG, all of which were beneficial holders of more than 5% of our capital stock or are entities with which certain of our directors are affiliated. This agreement provides that the holders of common stock issuable upon conversion of our redeemable convertible preferred stock have the right to demand that we file a registration statement or request that their shares of common stock be covered by a registration statement that we are otherwise filing. In addition to the registration rights, the IRA provided for certain information rights and a right of first offer. The provisions of the amended and restated investors’ rights agreement, other than those relating to registration rights, terminated upon the closing of our IPO.

Indemnification Agreements

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws provide our Board of Directors with discretion to indemnify our employees and other agents when determined appropriate by the Board. In addition, we have entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

Other Transactions

We entered into a Series A Preferred Stock Purchase Agreement (Purchase Agreement) pursuant to which we sold shares of Uber Freight Holding Corporation, a majority-owned subsidiary of Uber (Uber Freight), to The Public Investment Fund, a stockholder of Uber and an entity affiliated with Yasir AI-Rumayyan, a member of our Board of Directors. Pursuant to the Purchase Agreement, we sold shares representing a minority interest in Uber Freight, for an aggregate purchase price of approximately $125 million. The sale of shares closed in July 2021. The transaction was approved by our Audit Committee in accordance with the Company’s Related Party Transactions Policy.

We and Uber Freight entered into a definitive agreement for Uber Freight to acquire Tupelo Parent, Inc. (Transplace), an entity owned by TPG Capital, for approximately $2.25 billion. David Trujillo, a member of our Board of Directors, is a partner at TPG, an entity affiliated with TPG Capital. The acquisition of Transplace closed in November 2021. The transaction was approved by our Audit Committee in accordance with the Company’s Related Party Transactions Policy.

Availability of Corporate Governance Documents

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We have granted stock options, RSUs, and restricted stock awards to our executive officers and certain of our directors. For a description of the equity awards held by our NEOs and directors that are currently outstanding, see “Compensation Discussion & Analysis” and “Compensation Tables” in this proxy statement.

We have entered into change in control arrangements with certain of our executive officers that, among other things, provide for certain severance and change in control benefits. For a description of these agreements, see “Compensation Tables—Potential Payments upon Termination or Change in Control” in this proxy statement.

We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

Policies and Procedures for Transactions with Related Persons

In May 2019, we adopted a written policy that our executive officers, directors, beneficial owners of more than 5% of any class of our capital stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with us without the consent of our Audit Committee. Any request for us to enter into a transaction with an executive officer, director, beneficial owner of more than 5% of any class of our capital stock, or any member of the immediate family of any of the foregoing persons, in which such person would have a direct or indirect interest, must be presented to our Audit Committee for review, consideration, and approval, or ratification. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances of the transaction available to it, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unrelated third party or to employees under the same or similar circumstances, and the extent of the related person’s interest in the transaction. The written policy requires that, in determining whether to approve or reject a related person transaction, our Audit Committee must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee determines in good faith.

Communication with Directors and Executive Officers

Stockholders and others who wish to communicate with the Board of Directors or any individual director, including our independent chairperson, may do so by writing to the following address:

Board of Directors
Uber Technologies, Inc.
c/o Corporate Secretary
1515 3rd Street
San Francisco, California 94158

All such correspondence is reviewed by the Corporate Secretary’s office, which logs the material for tracking purposes. Our Board of Directors has asked the Corporate Secretary’s office to forward to the appropriate director(s) all correspondence, except for personal grievances, items unrelated to the functions of the Board of Directors, business solicitations, advertisements, and materials that are profane.

Availability of Corporate Governance Documents

Our corporate governance documents are available on the investor relations section of our website at www.uber.com. The information contained in, or that can be accessed through, our website is not a part of, or incorporated by reference in, this proxy statement. Additionally, copies of our Certificate of Incorporation, Bylaws, all standing Committee Charters, the Corporate Governance Guidelines, the Business Conduct Guide and Code of Ethics, Conflicts of Interest Policy, Stock Ownership Guidelines, Clawback Policy, and the Related Party Transactions Policy are available in print upon request by writing to the Corporate Secretary at Uber Technologies, Inc.,1515 3rd Street, San Francisco, California 94158.

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Uber   2023 Proxy Statement

Director Compensation

Director Compensation

Fiscal 2022 Non-Employee Director Compensation

In 2022, we compensated our non-employee directors in accordance with a Director Compensation Policy established by our Compensation Committee in consultation with our Board of Directors, compensation consultants, Chief Executive Officer, and other members of our senior management team. The Director Compensation Policy is intended to reward our non-employee directors for their experience and performance, motivate them to achieve our long-term strategic goals, and help align our director compensation program with those of other leading U.S.- based publicly traded companies. On November 1, 2021, we amended our Director Compensation Policy, with changes that became effective in 2022, in order to align our Annual RSU Grant with the fiscal year that begins with our annual meeting of stockholders. As part of the plan to transition the date of the equity grant, each non-employee director received a "stub-period" RSU grant for their service from January 1, 2022 through May 8, 2022. We also approved our RSU Conversion and Deferral Program for Directors, which became effective as of May 9, 2022, the date of our 2022 Annual Meeting of Stockholders. We intend to periodically evaluate our Director Compensation Policy as part of our regular reviews of our overall compensation strategy.

The Director Compensation Policy that was effective for 2022 consisted of the following elements:

Our non-employee directors may elect to receive all or a portion of their earned cash retainers in the form of vested RSUs, pursuant to our RSU Conversion and Deferral Program for Directors. The program also allows non-employee directors to defer RSU grants to be issued in either (i) a single payment or (ii) three annual installments. A non-employee director may defer settlement and payout to another time either during his or her service or following termination of his or her service, at the non-employee director’s election. A non-employee director must generally make such RSU election and/or deferral election before the start of each calendar year. For the 2022 Annual RSU Grant, non-employee directors made their initial RSU election and/or deferral election in April 2022, as the RSU Conversion and Deferral Program for Directors became effective on the date of our 2022 Annual Meeting of Stockholders.

We do not pay meeting fees. We do offer reimbursements to our non-employee directors for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of our Board of Directors and committees.

Director Compensation

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The following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2022.

Director Compensation

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Uber   2023 Proxy Statement

Executive Officers

Executive Officers

Security Ownership of Certain Beneficial Owners and Management

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of Uber’s common stock as of March 1, 2023 by:

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The total number of shares outstanding as of March 1, 2023 was 2,013,871,932.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Uber Technologies, Inc., 1515 3rd Street, San Francisco, California 94158.

* Represents beneficial ownership of less than 1%

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Uber   2023 Proxy Statement

Executive Officers

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Executive Compensation

Letter From Our Compensation Committee

Dear Stockholders,

Thank you for your continued support of Uber through another standout operational year. 2022 presented a challenging year for markets across all industries, particularly the tech industry; however, Uber achieved its strongest operational performance year ever. Below are highlights from the year that we hope provide useful context as you review the details of our 2022 executive compensation program in the Compensation Discussion & Analysis that follows.

2022 Highlights

Financial Results and Non-GAAP Profitability. In 2022, profitability was a key Company priority. We achieved our first free cash flow positive year and we realized adjusted EBITDA profitability in all four quarters. The Mobility business had a meaningful year with record Adjusted EBITDA margins and significant category position gains globally. Likewise, our Delivery business pivoted to Adjusted EBITDA profitability by achieving segment adjusted EBITDA of $551 million, an increase of 258% year-over-year. Although our Uber Freight business fell short of our financial targets due to a historical crash in shipping rates, we completed the Transplace integration and made significant operational changes in the second half of the year, which should set us up to grow digital brokerage volume by leaning into underpenetrated enterprise accounts and growing our mid-market segment. We also achieved and exceeded the pre-established targets for our 2022 key financial goals under our annual cash bonus plan and long-term equity incentive plan.

Pay-for-Performance. Given our strong financial performance in 2022, we achieved and exceeded the pre-established targets for our 2022 key financial goals under our annual cash bonus plan and long-term equity incentive plan. Additionally, the Compensation Committee chose not to adjust the results of the 2020 PRSUs despite the unexpected impact of the COVID-19 pandemic on the 2020 portion of the key financial performance metrics, which led to certain NEOs forfeiting a meaningful portion of their award. Further, the Compensation Committee chose to not adjust the three-year safety improvement targets for our 2020 PRSUs despite the impact of societal shifts during the COVID-19 pandemic on both critical sexual assault and motor vehicle crash fatality rates in the United States, which further reduced the payout of our 2020 PRSUs. We continue to strongly believe in pay-for-performance, whether positive or negative.

Human Capital Management. We refocused our workforce on our mission and values in 2022. In order to integrate values into our Company culture and day-to-day operations, each of our executive’s personal annual bonus goals included executing the activation of values into the day-to-day culture of the Company, as measured by culture questions on surveys distributed to employees across the Company. In addition, 20% of each executive officer’s 2022 PRSU awards were based on the achievement of DEI and safety goals, and each executive officer continued to have individual DEI goals under our annual cash bonus plan. Although results against targets remained mostly stable year over year, and some forward progress was made on several of our metrics, we did not reach our annual targets. However, we made substantial progress in our commitments to building racial equity internally and externally and successfully reduced employee attrition by over 30% versus 2021.

ESG. We continued our progress on our ESG goals in 2022 with the advancement of our zero emission commitments. We started the year with approximately 17,000 average monthly active electric vehicles on the platform and ended the year with approximately 45,700. Usage of our sustainable products (Uber Green, Uber Planet in LATAM, and Comfort Electric in the United States) has also grown by more than 150% year over year. We also submitted our science based targets to the Science Based Targets initiative (SBTi) for validation, and in 2023, Uber’s near and long-term science-based emissions reduction targets were approved by the SBTi.

Regulatory Progress and Driver and Courier Well-Being. This year, we welcomed the passage of two IC+ bills in Washington State and Chile. We also received a 30-month Transport for London-granted license to operate in London. Additionally, we signed agreements with four labor organizations with the aim of improving Driver and Courier well-being.

Moving into 2023

2023 Strategic Priorities. Our priorities for 2023 include achieving GAAP profitability, focusing on driving down defect rates and improving the consumer experience, further advancement of our IC+ model, and the achievement of ESG goals, including climate change, safety, and Driver and Courier well-being. These strategic business priorities are built into our 2023 executive compensation program. We are confident that these goals will keep us on the path towards sustained profitability and growth, while reimagining the way the world moves for the better.

Thank you for your continued support and investment in Uber.

Sincerely,

The Compensation Committee
Robert Eckert (Chair)

Amanda Ginsberg
Wan Ling Martello
Ronald Sugar
David Trujillo

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

Compensation Discussion and Analysis

The following discussion and analysis of our executive compensation philosophy, objectives, and design, our compensation-setting process, our executive compensation program components, and the decisions made for the compensation of our named executive officers (NEOs) in 2022 should be read together with the foregoing letter from our Compensation Committee, and the compensation tables and related disclosures below. The discussion in this section contains forward-looking statements that are based on our current considerations and expectations relating to our executive compensation programs and philosophy. As our business needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section.

2022 Named Executive Officers

Key 2022 Business Highlights and Challenges²

The market in which we compete is constantly evolving, which requires continuous innovation and agility to remain competitive. Ensuring that we have strong, diverse talent with demonstrated ability to grow and scale while relentlessly focusing on our long-term strategic goals and driving long-term stockholder value, is critical to our success, and we believe this was proven out in 2022.

Despite 2022 being fraught with macroeconomic headwinds leading to an extremely challenging year for markets across all industries, and particularly in the tech industry, Uber achieved its strongest operational performance year ever. Our Gross Bookings grew 33% year-over year, ending at $115 billion, and we achieved our first free cash flow positive year. While we ended the year with a $9.1 billion net loss—impacted by a $7 billion net headwind (pre-tax) from revaluations of our equity investments—we delivered Adjusted EBITDA profitability in all four quarters, ending the year at $1.7 billion, a 321% increase year-over-year. The Mobility business had a standout year with $52.7 billion Gross Bookings, increasing 48% year-over-year, and delivered record Mobility Adjusted EBITDA margins and significant category position gains globally. Likewise, our Delivery business continued to show resilience, growing at a healthy rate and improving category position in a majority of our large markets, while meaningfully expanding profitability, by achieving Delivery Adjusted EBITDA of $551 million, an increase of 258% year-over-year. Although our Uber Freight business had a challenging year overall due to difficult market conditions and category-wide headwinds, Freight Revenue, including contributions from the acquisition of Transplace, increased year-over-year, ending 2022 at $6.9 billion, and we exited 2022 with one combined team, creating one of the world’s leading logistics technology platforms.

Certain key financial results and strategic and operational achievements are highlighted below, while full financial results, including reconciliations of the non-GAAP financial measures to the most comparable GAAP financial measures, are reflected in Appendix A, beginning on page 88 of this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2022, which can be found at https://investor.uber.com/financials and on the SEC’s website.

² Growth percentages for Gross Bookings reflected on a constant currency basis.

Key 2022 Business Highlights and Challenges

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Additional Highlights:

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

Say-On-Pay Results and Investor Engagement

Our Board of Directors and our Compensation Committee deeply value the continued interest of and feedback from our stockholders on our executive compensation program, and we are committed to maintaining an active dialogue to ensure stockholder perspectives are thoughtfully taken into account. Since becoming a public company in 2019, we have continued to maintain strong engagement with our stockholders and have implemented many changes to our executive compensation programs, in response to their feedback. For example, we strengthened and added more structure to our annual incentive program (including defined metrics, weighting, and threshold and maximum levels of achievement), increased participation in and enhanced our performance-based long-term equity incentive program to include a majority of three-year performance measures, and updating our peer group to reduce the emphasis on large bellwether companies. These changes helped us obtain positive Say-on-Pay results of 94% in both 2021 and 2022.

We continuously seek feedback from our stockholders to ensure our program remains a strong, world-class executive compensation program that ensures we have the right tools in place to compete in the attraction, retention, and motivation of key talent, critical to the success of our business in pursuit of long-term stockholder value. We are committed to holding ourselves accountable to our stockholders and to ongoing robust investor engagement and dialogue as we evaluate the structure and effectiveness of our executive compensation program going forward.

Response to Say-On-Pay in 2022

Our investors express interest in certain components of our compensation program and we respond to this feedback by regularly reviewing and updating our compensation program, as described in the table below.

Compensation Philosophy, Objectives, & Governance

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Evolution of Our Compensation Program

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 2023, we’ll continue to incorporate goals in both our short- and longer-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 HCM initiatives. Additionally, as a reflection of the current competitive market, our stock price performance and how our stockholders have fared, and our efforts to achieve GAAP operating income profitability, our annual equity grants for 2023 will be decreased by 10% per individual NEO compared to 2022 grants, and we incorporated stock-based compensation expense into our annual incentive financial goals for 2023.

Compensation Philosophy, Objectives, & Governance

Philosophy and Objectives. We operate in rapidly evolving and highly competitive markets worldwide. To succeed in these environments and execute our long-term strategic goals of building our platform and achieving GAAP operating income profitability, we believe we must increase the scale of our global network, continue to develop and update our technology, use our product expertise and operational excellence, partner with our employees, platform users, and the cities and communities we serve, and encourage our executives to model and reinforce our mission and values. In order to promote long-term stockholder value creation and link the compensation of our executive officers to these long-term strategic goals and key drivers of our business, the primary focus of our compensation philosophy and program is on the long-term elements of target total compensation.

Process and Governance. Our executive compensation program is designed to achieve the following objectives:

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

The total compensation package for our executive officers consists primarily of a combination of base salary, annual cash bonuses, and long-term equity incentives.

Our Compensation Committee regularly evaluates our executive compensation philosophy, objectives, program, and practices as we continue to look for ways to further evolve our compensation program in order to attract, motivate, and retain executives critical to the ongoing success of our business and the creation of long-term stockholder value, to align pay with performance, and to generate long-term stockholder value. The Compensation Committee also focuses on responding to evolving pay practices of other leading U.S. publicly-traded companies, particularly those among our peer group, responding to pay governance trends, and considering the views of our stockholders and the recommendations of our compensation consultants. The market in which we compete is constantly changing and being disrupted, and requires continuous innovation and agility to remain competitive. This is the key reason we believe it is important that the compensation structure we establish provides us an adequate level of flexibility to enable us to incentivize management to adjust priorities and make the strategic decisions that are often necessary for us to succeed in the dynamic market in which we operate.

Compensation Philosophy, Objectives, & Governance

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We established a number of policies and practices, listed below, to support our compensation philosophy, improve our compensation governance, and drive performance that aligns executives’ and stockholders’ interests.

WHAT WE DO

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Solicit stockholder feedback on our compensation program and potential enhancements through a robust year-round investor engagement program

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Design our executive compensation program such that a significant portion of our compensation is at risk based on the achievement of measures we believe drive the creation of long- term stockholder value

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Maintain stock ownership guidelines for our executive officers and directors, including a rigorous 10x base salary requirement for our CEO, and stock retention guidelines

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Ensure executive accountability through a robust Clawback Policy applicable to certain cash and equity compensation awarded to our executive officers

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Retain an independent compensation consultant

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Review our peer group on an annual basis

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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

WHAT WE DON’T DO

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Allow hedging of Uber stock by directors or employees

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Allow pledging of Uber stock by directors or employees for margin loans or similar speculative transactions

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Sponsor special benefit or retirement plans that are exclusive to the executive team

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Single-trigger acceleration following a change in control

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Excessive perquisites

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Encourage unnecessary and excessive risk taking

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Provide excise tax (golden parachute) gross-ups

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Provide supplemental retirement and pension benefits

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Provide guaranteed bonuses or uncapped incentive award opportunities

Role of Management, Consultants, and Our Compensation Committee

Our Compensation Committee oversees and provides strategic direction to management regarding all aspects of Uber's executive compensation programs, including setting the form and amount of compensation paid to our CEO and all executive officers, in addition to reviewing Uber’s broader human capital strategies. In carrying out its responsibilities, the Compensation Committee retained and sought the advice of Semler Brossy Consulting Group, an independent national compensation consulting firm, and Jim Williams, an independent compensation advisor, to advise the Compensation Committee regarding the Company’s executive compensation program, peer group, and other executive compensation-related matters. Our CEO provides input to the Compensation Committee with respect to the compensation of the NEOs other than himself, and reviews the individual performance of each officer other than himself with the Compensation Committee. The chart below summarizes the roles that management, compensation consultants, and our Compensation Committee play.

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

Compensation Setting Process. In setting the form and amount of compensation to be paid to each executive officer, including our CEO, the Compensation Committee reviews the total target compensation for our executive officers and considers developments in compensation practices, governance trends, competitive data, and the views of our stockholders and the recommendations of our compensation consultants. Our CEO provides input to the Compensation Committee with respect to the compensation and individual performance of each NEO other than himself. He does not participate in the deliberations or determination of his own compensation. The chart below summarizes our process for setting compensation.

Use of Peer Group. The Compensation Committee regularly reviews the appropriateness of the peer group used for purposes of evaluating executive officer compensation. For 2022, as part of our standard peer group review cycle, and considering input from our compensation consultants, the Compensation Committee analyzed our peer group and determined the group continues to accurately reflect our peer companies and no 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:

2022 Executive Compensation Program Key Components

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The following companies represent the peer group we used in evaluating the competitiveness and appropriateness of our 2022 compensation program:

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.

2022 Executive Compensation Program Key Components

The components of our 2022 compensation program are base salaries, annual cash incentives, and long-term equity incentives in the form of RSUs, PRSUs, and for Mr. Khosrowshahi, stock options. We also provide certain other benefits, as described under the heading “Other Benefits.” In order to promote long-term stockholder value creation and link compensation to the key Drivers of our business, our primary focus is on the long-term elements of target total direct compensation. Under our executive compensation program, 96% of Mr. Khosrowshahi’s 2022 target total direct compensation was variable and at risk, and on average, 92% was variable and at risk for our other NEOs.

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

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

Base Salary

We provide base salary as a fixed source of compensation for our executive officers for their day-to-day responsibilities, allowing them a degree of certainty in the face of having a substantial percentage of their compensation at risk in the form of equity awards and bonuses contingent on the achievement of specific performance objectives. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that, in certain circumstances, can help attract and retain the highest level of talented and experienced executive officers.

Each executive’s base salary is determined based upon a number of factors, including each executive’s skills, experience, performance, value in the marketplace and criticality of the role, internal pay equity, and competitive market data. In connection with our annual performance reviews in March of 2022, we determined it was appropriate to increase Ms. Krishnamurthy’s base salary by 16.67% in order to align her compensation with those of her peers based on competitive market data, while maintaining 2021 base salary levels for the remaining NEOs.

The table below reflects the base salary at the rate in effect for each NEO as of the end of 2022.

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, determined 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. In connection with our annual performance reviews in March 2022 and after reviewing our NEO compensation levels as compared to our competitors, we determined it was appropriate to increase Ms. Krishnamurthy’s target bonus in order to align to the desired compensation level based on competitive market data. Additionally, we determined that it was appropriate to increase Mr. West’s target bonus to ensure that his compensation was competitive with other top legal officers within our peer group, and to account for the particularly complex and evolving legal and regulatory environment in which we operate for which Mr. West has overall responsibility.

2022 Executive Compensation Program Key Components

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The table below details the target annual cash bonus opportunity for each NEO for 2022:

2022 Annual Cash Bonus Plan Goals

In 2022, we continued to evolve the strategic and operational priorities in our annual cash bonus plan, taking into account stockholder feedback received in 2021. 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 which 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 his or her personal performance (as described later in the bonus payout section, individual modifiers for 2022 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 2022 Annual Cash Bonus Plan:

Maximum overall payout is capped at 200% of target bonus

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

2022 Annual Cash Bonus Payouts

Based on the Compensation Committee’s evaluation of our overall fiscal 2022 performance against the metrics established at the beginning of 2022, as highlighted above and described in detail below, 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 146.9% based on the level of achievement against the Company Goals pre-set at the beginning of 2022 (as described in further detail below). While the level of achievement of the Company Goals component of the annual cash bonus is measured based on pre-set, formulaic metrics and does not allow for any discretionary adjustments by the Compensation Committee, the Compensation Committee may adjust the final payout of the annual cash bonus on the basis of individual performance. Although the Compensation Committee recognized the exemplary performance of each NEO over the course of the year, as measured against the NEOs’ pre-set individual performance metrics (as discussed in detail below), it also recognized that 2022 was a year fraught with macroeconomic headwinds leading to an extremely challenging year for markets across all industries. Taking this into account, it determined that it was appropriate to not provide an upward adjustment on the basis of individual performance for any of the NEOs in order to further align the interests of our NEOs with the interests of our stockholders. The table below sets forth the final bonus payouts for 2022 for each NEO:

2022 Executive Compensation Program Key Components

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2022 Annual Cash Bonus Plan Achievement - Company Goals

The discussion below summarizes each component of the Company goals for our 2022 Annual Cash Bonus Plan and the level of achievement assigned to each component by the Compensation Committee. For 2022, the Compensation Committee set the target for each goal higher than both the target and achievement earned in 2021. A summary of achievement for our 2022 Annual Cash Bonus Plan is immediately below, and a detailed discussion of the results follows.

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

³    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.

⁴    Uber categorizes United States employees as URP if they self-identify into the following demographic categories: Black or African American, Hispanic or Latino, American Indian or Alaska Native, Native Hawaiian or Other Pacific Islander, or Two or More Races.

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2022 Annual Cash Bonus Plan Achievement - Individual Modifier

At the beginning of 2022, 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), it also recognized that 2022 was a year fraught with macroeconomic headwinds leading to an extremely challenging year for markets across all industries. Taking this into account, it determined that it was appropriate to not provide an upward adjustment on the basis of individual performance for any of the NEOs in order to further align the interests of our NEOs with the interests of our stockholders.

While each NEO’s goals were established on an individual basis, the Compensation Committee chose two goals that applied to multiple NEOs, as discussed below.

The table below sets forth the individualized performance goals of each NEO established at the beginning of 2022 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.

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Uber   2023 Proxy Statement

Compensation Discussion and Analysis

Long-Term Equity Incentives

In 2022, 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.

2022 Executive Compensation Program Key Components

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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, Chief Executive Officer, 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. Half of the annual equity awards to our CEO and CFO are in the form of PRSUs, which ties them directly to key financial and operational priorities. In 2021, we extended the PRSUs to other NEOs as well to create alignment across the executive team. We established the PRSUs weighting at one-third of the annual equity awards after a review of our peer practices and in response to our direct experience in the current highly competitive talent market. In 2022, we added stock options to the compensation mix for Mr. Khosrowshahi in lieu 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.

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.

PRSUs

Performance-based RSUs, while previously only granted to certain NEOS, are now granted to all of our NEOs to drive the achievement of key financial, operational, and strategic objectives, which aligns the interests of our executives and stockholders. At the beginning of each performance period, the Compensation Committee establishes financial and strategic goals with metrics that are 100% quantitative for the PRSU Awards. The PRSU Awards vest based on the achievement of those specified pre-established quantitative targets at the end of the three-year performance period.

The following are the outstanding PRSU award cycles as of December 31, 2022, illustrating the evolution of our PRSU program over the past three years.