Date & Time

May 10, 2021

11:00 a.m. Pacific Time

Location

Virtual

A live webcast of the Annual

Meeting will be available at
www.virtualshareholdermeeting.com/uber2021

Record Date

March 15, 2021

Board Recommendation:

Election of the eleven director nominees named in this proxy statement.

✓ For each nominee

Approval, by non-binding vote, of the compensation paid to the company’s named executive officers as disclosed in this proxy statement (the “say-on-pay vote”).

✓ For

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

Removal of supermajority voting requirements in Certificate of Incorporation and Bylaws.

✓ For

Stockholder proposal to prepare annual report on lobbying activities, if properly presented at the Annual Meeting.

Í Against

Go to www.proxyvote.com
and follow the instructions

Sign, date and return your proxy card
in the postage-paid envelope

How can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/uber2021 and log in with your 16-digit control number included in your proxy materials.

When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 10:45 a.m. Pacific Time on May 10, 2021. The meeting will begin promptly at 11:00 a.m. Pacific Time on May 10, 2021.

How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting www.proxyvote.com. Stockholders may also vote and submit questions virtually during the meeting (subject to time restrictions). To participate in the meeting webcast visit www.virtualshareholdermeeting.com/uber2021.

What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/uber2021 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I don’t have Internet access? Please call 1-877-328-2502 (toll free) or 1-412-317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares or ask questions during the meeting.

What if I experience technical difficulties? Please call 844-986-0822 (U.S.) or 303-562-9302 (international) for assistance.

Where can I find additional information? For additional information about how to attend the Annual Meeting, please see “Additional Information” starting on page 82 which includes our Rules of Conduct for our Annual Meeting.

Ronald Sugar

Chairperson of the Board of Directors

Dear Stockholders,

We continue to live in unprecedented times. But it’s in periods of instability such as these that transparent and responsible governance becomes even more important.

Uber entered life as a public company on a strong foundation, including equal voting rights for each share of our stock, annual elections, and an independent chair. But we did not rest in 2020 as we continued to strengthen our stockholder engagement efforts. Based in no small part on your feedback, we continued to improve upon our governance structure, by expanding the scope of our stock ownership guidelines and clawback policy, making significant changes to our executive compensation program, providing additional disclosures on executive compensation practices in this proxy statement, making landmark commitments on climate, and releasing our inaugural ESG Report. We are also putting forward a management proposal in this proxy statement to eliminate supermajority voting provisions in our bylaws and certificate of incorporation.

We also continued to strengthen the diverse set of backgrounds, skills, and experiences of the board itself, with the additions of Mandy Ginsberg, Robert Eckert, and Revathi Advaithi who have already made tremendous contributions since joining in 2020. Most recently, we also welcomed Alexander Wynaendts to the Board, and we look forward to drawing on his tremendous leadership and regulatory experience, serving previously as CEO and Chair of Aegon.

While 2020 was certainly a challenging year, I’m very proud of how Uber responded. As the pandemic emerged and worsened, we acted quickly and decisively to help ensure the safety of drivers, delivery people and the communities they serve. We provided financial assistance to independent workers diagnosed with COVID, successfully lobbied Congress to ensure protections and benefits were available to these workers, and committed to giving out tens of millions of free rides, meals, and other deliveries to those in need around the world, including most recently to support greater access to vaccines.

As we look forward, we are confident that we are on the right path, and remain 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 annual meeting and we will always encourage you to share your concerns and feedback with us—not just at the 2021 Annual Meeting but throughout the year.

We are excited about what lies ahead and are grateful for your continued support.

Sincerely,

Ronald Sugar

Independent Chairperson of the Board of Directors

COVID-19 Response

When COVID-19 spread across the globe, the world as we knew it changed. The public health, economic, social, and emotional shocks of the pandemic will reverberate for a long time to come. But as communities come together in this unprecedented time, one thing is certain: with resourcefulness, compassion, and innovation, we’ll get through this together.

At Uber, safety is a top priority. Since the earliest days of the pandemic, Uber mobilized internal teams, listened to experts, and worked to support the health and well-being of employees, platform users, and the cities and communities we serve. Uber will continue to be a partner in recovery to our cities and stakeholders as we define and turn to a new normal.

Below are a few examples of the steps Uber has taken—and continues to take—to protect merchants, drivers, delivery people, and the communities where we operate.

Encouraging riders to stay home: We sent messages to riders in the app and on social media asking them to stay home, if they could, to support stay-at-home efforts and help slow the spread of the virus.

Supporting healthcare workers, first responders, and communities: Uber provided 10 million free rides and deliveries of food to frontline workers, seniors, and people in need, partnering with organizations such as the Bill and Melinda Gates Foundation, Feeding America®, Save the Children, UNESCO, and World Central Kitchen to provide free rides, food, and essential supplies for vulnerable populations worldwide. During COVID-19’s peak, we delivered over 280,000 prescriptions with the Gates Foundation in South Africa. By the end of June 2020, our teams had initiated more than 200 partnerships across 54 countries.

Providing health and sanitization supplies: We committed $50 million to help provide access to disinfectants, sanitization sprays and wipes, and ear-loop face masks to drivers and delivery people. We have purchased about 30 million masks/face covers, and have distributed them to more than 2.5 million drivers and delivery people around the world.

Supporting local restaurants: As restaurants shifted to takeout, we highlighted local independent restaurants in-app and provided new options such as leave-at-door delivery. We also introduced a feature through which customers could contribute to their favorite local restaurants directly from the app. In 2020, customers gave more than $20 million using the new contributions feature. In the US, Uber agreed to match every contribution to the National Restaurant Association Educational Foundation’s Restaurant Employee Relief Fund up to a total commitment of $5 million to support their important work and help provide critical funds to restaurant workers impacted by COVID-19. We have committed to provide $20 million in support efforts to help local restaurants in the U.S. and Canada during the pandemic as part of our "Eat Local" campaign.

New safety features: Putting safety first, Uber rolled out a global mask mandate for riders and drivers, redesigned the end-to-end app experience with new safety and health precautions, and implemented new technology to verify that drivers are wearing a mask. As of the end of 2020, 99.5% of trips have no reported mask issues.

✓   Driver checklist

We introduced a new Go Online Checklist, where drivers and delivery people must confirm that they aren’t showing symptoms of COVID-19 and that they have taken certain preventive measures, such as sanitizing the vehicle, before driving. They must also confirm that they’re wearing a face cover or mask.

✓   Face cover verification

Our new Face Cover Check technology helps to verify, using object recognition, if a driver is wearing a mask by asking them to take a selfie with the mask on. Drivers aren’t able to start accepting trips until they complete this step. We have completed 231 million mask verifications across Mobility and Delivery since we launched the feature.

✓   Rider in-app list

Riders see a similar list and must confirm that they will also take preventive actions, such as wearing a face cover, sitting in the back seat, and opening the window, if possible, for ventilation before being able to request a trip.

Drivers and delivery people: While the spread of COVID-19 has been challenging for all of us, it’s been particularly challenging for people who drive and deliver with companies like ours. Many of these independent workers are providing critical services during this crisis—from getting other essential workers to their jobs to getting

food to people at home. Uber has launched several new initiatives to support them while they support our communities.

For example, our global financial assistance policy, which we launched in the first week of March 2020, provides up to 14 days of financial assistance for drivers and delivery people who are diagnosed with an active case of COVID-19 or directed to self-quarantine or self-isolate by a doctor or public health official. To date, we have paid out over $25 million in financial assistance to over 75,000 drivers and delivery people.

We also developed and launched a Work Hub, which provides drivers and delivery people a new way to find other work, whether with Uber or another company, and expanded work options on our platform with the introduction of UberMedics for healthcare workers and Uber Direct or Connect for package delivery.

We worked with policymakers around the world to ensure that independent workers were included in government relief packages. We have advocated for workers’ access to testing and, more recently, vaccines.

10 million free rides and deliveries: We have committed to provide another 10 million free or discounted rides and deliveries to healthcare workers, seniors, and people in need in order to facilitate the distribution of the coronavirus vaccine.

Uber employees: Our employees have been and continue to be profoundly affected by the COVID-19 pandemic in many ways. Recognizing this, we strengthened our work-from-home policies and looked for new ways to support our employees as they navigated this unprecedented crisis in their personal and professional lives. This means we’ve provided even more attention and flexibility to caregivers by providing resources, tools, and support, and amplified our focus on mental health and wellbeing. In April 2020 we cancelled our midyear performance review cycle, allowing our employees to focus on efforts to keep our business running and adjusting to the demands of the work-from-home environment. In September 2020 we instituted the Global Caregiver Enhanced Flexibility Policy, in effect throughout the extended work-from-home period, to provide clarity around the flexible work options available to parents and caregivers, so employees can balance work with caring for those that matter to them most. This policy provides three broad options for caregivers: flexibility throughout the day, redistributing work hours, and the ability for employees to request shift changes to better align with their schedules. We have extended our voluntary work-from-home policy until September 2021 to provide our team with flexibility, choice, longer-term clarity, and time to plan ahead.

In April - May, we made the incredibly difficult decision to reduce our workforce by approximately 25%, and to reduce investments in several non-core projects. Central to our approach were efforts to ensure that we treated our people well, and that we continued to be as transparent with our employment decisions as possible. We worked diligently to provide strong cash severance benefits and other support for those leaving Uber, such as a designated period of continued healthcare coverage, or the cash equivalent, at the Company’s expense and an alumni talent directory. While the severance package differed somewhat by country or individual, we did our best to be faithful to our principles of compassion and transparency, and took care to support people in special situations, like those on US visas or parental leaves. However, we acknowledge that no severance package, regardless of how thoughtful or generous, replaces meaningful employment, and that we would not be where we are today without the significant contributions of all our Uber alumni.

Business Highlights

2020 marked a year like no other. Like many companies, the global impact of the COVID-19 pandemic put Uber to the test in 2020. Despite many challenges, we proved that we are capable of adapting under the pressure of a global crisis.

Ronald Sugar^†

Former Chairman and
CEO, Northrop Grumman

Age: 72
Board Tenure: 2.7 Years
Committee Memberships: Nominating
and Governance (Chair); Compensation

Revathi Advaithi*

CEO, Flex

Age: 53
Board Tenure: 0.7 Years
Committee Memberships: Audit

Ursula Burns*

Chairman, and Former CEO, VEON

Age: 62
Board Tenure: 3.5 Years
Committee Memberships: Audit; Nominating and Governance

Robert Eckert*

Partner, FFL Partners; Former CEO, Mattel

Age: 66
Board Tenure: 1.0 Years
Committee Memberships: Nominating and Governance; Compensation

Amanda Ginsberg*

Former CEO, Match Group

Age: 51
Board Tenure: 1.1 Years
Committee Memberships: Audit

Dara Khosrowshahi

CEO, Uber

Age: 51
Board Tenure: 3.6 Years
Committee Memberships: None

Wan Ling Martello*

Co-founder and Partner, BayPine; Former Executive Vice President, Nestlé

Age: 62
Board Tenure: 3.8 Years
Committee Memberships: Nominating and Governance; Compensation

Yasir Al-Rumayyan*

Governor, The Public Investment Fund

Age: 51
Board Tenure: 4.8 Years
Committee Memberships: Audit

David Trujillo*

Partner, TPG

Age: 45
Board Tenure: 3.8 Years
Committee Memberships: Nominating and Governance; Compensation (Chair)

John Thain*

Former Chairman and CEO, CIT Group

Age: 65
Board Tenure: 3.5 Years
Committee Memberships: Audit (Chair)

Alexander Wynaendts*

Former CEO and Chairman, Aegon NV

Age: 60
Board Tenure: <0.1 Years
Committee Memberships: Audit

Note: Age and Board tenure measured as of March 29, 2021

† Independent Chairperson of the Board

* Independent Director

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 underrepresented 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 norms, including Safety, and Diversity & Inclusion (“D&I”) 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 shareholder rights plan (“poison pill”)

·   Have a classified board

Investor Engagement Efforts

We believe effective corporate governance includes constructive conversations with our stockholders on topics such as strategy, operating performance, corporate governance, executive compensation, environmental sustainability, and corporate responsibility and social impact issues, including in 2020, the impact of, and our response to, COVID-19. These conversations drive increased corporate accountability, improve decision-making, and ultimately create long-term stockholder value.

Even before becoming a publicly-traded company, our senior management team worked to establish and implement a culture of transparency by regularly engaging with our stockholders and providing updates on our financial and business performance. As we approached our initial public offering in 2019, 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. In the lead-up to our first annual meeting in 2020 and throughout the year, our independent chairperson, Ronald Sugar, also met with many 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.

›   COVID-19 response

›   sustainable growth rate

›   path to profitability

›   capital allocation

›   regulatory issues

›   geographic strategy

›   governance and financial performance

›   our executive compensation program and the say-on-pay proposal,

›   ESG matters, including driver and delivery person well-being, D&I, safety initiatives and climate change

›   strategy and risk management, including cyber risk, Board composition and succession, and increasing Board diversity

›   improvements in our disclosures

Executive Compensation Highlights

Two years prior to our initial public offering (“IPO”), our Board of Directors commenced a process to transform Uber from a founder-led, private company into a publicly traded company led by a diverse, experienced, and talented senior management team. As a significant component of that process, our Compensation Committee has taken incremental steps each year to systematically evolve our executive compensation program and our human capital strategies, initiatives, and programs with respect to culture, recruitment, retention, and engagement into that of a public company with world-class executive compensation practices.

Together with the members of our Compensation Committee, we are committed to holding ourselves accountable to our stockholders and to ongoing stockholder engagement and dialogue as we continue to evaluate the steps that are necessary and advisable for our Compensation Committee to take, together with the appropriate implementation timeline, in order to continue the systematic evolution of our compensation program for our named executive officers (“NEOs”). In connection with this process, we seek to ensure that our compensation programs strike an appropriate balance between systematic change and what we believe is necessary in the dynamic and highly competitive environment in which we operate to attract, motivate, and retain key talent critical to the success of our business and the creation of long-term stockholder value.

As a component of that accountability, following our first say on pay vote in 2020, we engaged with our stockholders over the course of the year to obtain feedback and perspective on the appropriate next steps in the continued evolution of our compensation program in 2020 and 2021.

✓ Market-competitive CEO compensation. Transitioned CEO’s total compensation from levels negotiated upon hire to substantially lower, market-competitive levels of an incumbent CEO.

✓ Aligned NEO compensation. Realigned NEO compensation to be more internally consistent and aligned with market practice.

✓ More at-risk compensation. Shifted target compensation for all NEOs towards greater at-risk compensation.

✓ Further defined cash bonus plan metrics. Established more formulaic performance metrics and weightings.

✓ Aligned compensation with cultural norms. Further aligned cash and equity program performance metrics with cultural norms, including D&I and safety metrics.

✓ Stabilized executive leadership team. Retained and stabilized executive leadership team during uncertain COVID-19 environment and aggressive market for experienced leadership.

✓ Investor engagement. Established robust investor engagement program.

✓ Strengthened governance policies. Expanded scope and application of Stock Ownership Guidelines and Clawback Policy.

✓ Refined peer group. Reduced emphasis on large bellwether companies, aligning peer group with our current revenue and market capitalization and companies that currently compete with us for business and talent.

✓ Expanded PRSU Participation. Expanded scope of performance-based restricted stock unit (“PRSU”) program to include all NEOs; 50% of annual equity awards granted to the CEO and CFO, and 33% of annual equity awards for all other NEOs awarded in the form of PRSUs.

✓ More longer-term PRSU goals. Expanded number and weighting of PRSU goals measured over 3 years; incorporated 3-year relative total shareholder return modifier ("rTSR").

✓ Separated performance goals. Furthered differentiation between metrics under annual cash bonus plan and PRSU program.

✓ Strengthened annual bonus plan structure. Added defined metrics, weighting, and threshold and maximum levels of achievement, an individual performance modifier, and an overall payout cap of 200% of target bonus to annual cash bonus plan.

ESG Highlights

At Uber, we are committed to sustainability as we reimagine the way the world moves for the better and work to make real life easier to navigate for everyone. In 2020, we identified nine of the most relevant ESG issues to our Company and published our first ESG Report. Highlights of our ESG commitments and progress in 2020 include:

    Driver/delivery person well-being

Advocated successfully in key markets to preserve flexibility and improve the quality and experience of independent work

    User safety

Innovated and invested in safety technology as we pursue industry leadership in safety

    Cybersecurity

Expanded ISO 27001 certification to our core rides business, having maintained certification for our enterprise business line since 2019

    Ethics & compliance

Published our US Corporate Political Activity Policy, our US Corporate Political Contributions and amended the Nominating and Governance Committee’s charter to formally oversee political and lobbying activities

    Diversity, equity, inclusion & culture

Continued commitment to diversity and inclusion, made new commitments to being an anti-racist company

    Climate change

Committed to zero mobility emissions in the US, Canada and Europe by 2030, and zero mobility emissions everywhere by 2040

    User privacy

Published our privacy principles as we work to be a trusted steward of our users’ and employees’ personal data

    Local impact

Acquired Routematch to better support cities in providing more accessible public transportation

At Uber, we believe that sustainability is integral to the success of our business. We recognize that Uber’s financial performance and prosperity can only be built alongside the prosperity of our key stakeholders. This includes investors, employees, cities, and the drivers, delivery people, merchants, and consumers who use our platform to connect with work, food, goods, families, and friends. These enduring relationships—based on integrity, accountability, and respect—empower Uber to reimagine the way the world moves for the better.

In 2020, Uber performed its first ESG materiality assessment to inform and further develop our ESG reporting and strategy. This assessment was completed in June 2020 amid the active COVID-19 pandemic, a divisive political environment, civil unrest regarding systemic racism and inequality, and a deeply recessed global economy. The assessment captured the ESG issues deemed to be

of greatest relative importance to Uber as of that time. Responding to input from many of our investors, the report was informed by the reporting standards of the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD). As part of our corporate commitment to continual improvement, we expect to build on ESG content and analysis in future iterations of this report. A discussion of the process used to conduct the assessment is available in our 2020 ESG Report.

The most material ESG issues identified for 2020 included: our response to the COVID-19 pandemic; the well-being of the drivers and delivery people who use our platform for work; safety in both the physical and digital worlds; diversity, inclusion, and culture; data privacy; impacts to the local communities we serve; cybersecurity; ethics and compliance; and climate change.

committees. The 2020 ESG Report shares examples of the Board’s and management’s involvement in and oversight of key ESG issues in 2019 and 2020.

In addition, our ESG Working Group meets regularly to discuss our ESG strategy, engagement and reporting with an eye to continual improvement. The Working Group is composed of representatives from legal, compliance, policy, human resources, workplace sustainability, safety and insurance, communications and core business lines.

Audit Committee

Compensation Committee

Nominating and Governance Committee

Chief Executive Officer

Chief Financial Officer

Senior Vice President, Chief Legal Officer and Corporate Secretary

Chief Diversity and Inclusion Officer

Senior Vice President and Chief People Officer

Senior Vice President, Marketing and Public Affairs

Senior Vice President, Mobility and Business Operations

Senior Vice President, Delivery

Chief Technology Officer

Head of Uber Freight

Head of ESG Strategy and Engagement

Head of Investor Relations

Head of Diversity and Inclusion Strategy and Planning

Head of Global Sustainability Policy

Head of Work and Economic Policy

Director, Policy for Cities and Transportation

Public Policy Manager, Safety

Public Policy Manager, Consumer Protection and Safety

Director, Social Impact

Global Sustainability Program Manager, Workplace

Senior Counsel, Legal Compliance

Manager, Strategy & Planning – Uber Eats

Senior Manager, Strategy & Planning – Uber Transit

 Senior Associate, Strategy & Business Development – Uber Freight

Driver and Delivery
Person Well-Being

•  Held engagement and listening sessions with drivers and delivery people around the world and conducted numerous surveys to gather feedback on the app, our support services, and other matters. We are committed to capturing the diverse perspectives of all the workers on our platform while providing transparency into the state of the worker experience.

•  Advocated on behalf of drivers and delivery people in markets around the world to preserve flexibility of work while expanding access to independent contractor benefits and protections. In the US, we put forward a proposal to improve the quality of independent work for platform workers, including requirements for platform companies like Uber to accrue worker-directed benefits funds and provide occupational accident insurance for injuries on the job. Examples of success include the passage of Proposition 22 in California; and the passage of national legislation in India Parliament which requires platform companies, or aggregators, to make contributions toward social security for gig and platform workers.

•  Partnered with leading insurance companies around the world to pioneer protections for independent workers, and rolled out an earnings standard, injury protection insurance, and healthcare stipends pursuant to the passage of Proposition 22 in California.

•  Partnered with academic and learning institutions to provide drivers and their family members with courses on entrepreneurship, skills development and language learning. Examples include Uber’s partnership with Arizona State University (ASU) through which over 11,000 drivers and their family members have enrolled; and our work with the Open University in the UK, and LOI in the Netherlands. Uber also partnered with African Management Institute to launch a free learning program focused on skills development and entrepreneurship for drivers in Sub Saharan Africa.

•  Partnered with Enterprise Nation in the UK to launch a business builder program, supporting 100 drivers and couriers to develop their entrepreneurial ideas through an 8 week course plus grant funding of £2,000 to £10,000.

•  Partnered with Pursuit in New York to identify, recruit, and train drivers to become software engineers at Uber.

•  Committed to providing transparency to drivers regarding what they can expect to earn where data is available and reliable. Pursuant to this, we are piloting an Earnings Estimator tool that uses historical earnings data along with a few simple user inputs to estimate weekly earnings, allowing drivers to make more informed decisions about whether, when, and where to drive. By the end of 2020, the Earnings Estimator was available to more than 40% of active U.S. drivers in more than 30 cities.

•  Partnered with Walgreens to streamline vaccine availability to over 1 million drivers and delivery persons, provide product integrations to facilitate vaccine access, and provide 50,000 rides to underserved communities to vaccination appointments at Walgreens. We intend to explore new features and services in partnership with moving forward to facilitate vaccine access.

User Safety

•  Uber was the first company to implement a “No mask, no ride” policy and remove access to the platform for riders and drivers who repeatedly violate this policy. We introduced Mask Verification technology to help confirm if a driver is wearing a mask. Riders must also verify they are wearing a mask and taking certain steps to help prevent the spread of COVID-19 during their trip. If we receive a report of a rider not following Uber’s “No mask, no ride” policy, we will require them to pass a Mask Verification — and take a selfie with their mask on—before they can take their next trip. As of the end of 2020, 99.5 percent of trips had no reported mask issues.

•  At the beginning of the COVID-19 pandemic, when domestic violence was surging in frequency, we partnered with domestic violence organizations and local governments around the world to provide more than 50,000 free rides to shelters and safe spaces, and more than 45,000 free meals.

•  Launched dozens of new programs and partnerships around the world aimed at addressing and preventing gender-based violence.

•  Launched driver education podcasts on gender-based violence and discrimination developed by ACTO in Mexico, Aequales in Colombia, INTEC in Dominican Republic, Efecto Boomerang in Costa Rica and Guatemala, and Promundo Institute in Brazil.

•  In partnership with RAINN, the largest anti-sexual violence organization in the U.S., we launched mandatory sexual misconduct education for drivers in the U.S. and are rapidly expanding this education globally, in partnership with local anti-gender-based violence organizations.

•  In partnership with leading anti-human trafficking advocacy organizations, we launched a multi-continent anti-human trafficking campaign to commemorate World Day Against Trafficking in Persons. The Campaign was complete with new resources, podcasts, and videos for drivers, delivery people, and riders in the U.S., Canada, and the majority of our Latin American markets. Later in the year, we replicated the campaign in South Africa, in partnership with A21. For the first time in early 2021, in the US, Uber sent an in-depth educational video developed by Polaris, to all active drivers and delivery people and sent tips for identifying trafficking to Freight carriers, in partnership with Truckers Against Trafficking.

•  Launched in-app PIN Verification feature to help ensure riders are getting in the right car. The opt-in feature provides a 4-digit code that a rider can provide to their driver. The driver must enter the 4-digit code into the driver app before the ride can start.

•  In addition to the emergency assistance feature in the Uber app, riders and drivers can now text-to-911 from the Uber app in regions where 911 centers have text-to-911 availability. Key trip details like car license plate and make and model are auto-populated in the initial text message.

•  Convened a coalition of leading U.S. road safety advocates to address critical COVID-specific road safety concerns of DUIs, speeding, distraction, and occupant protection.

•  Led the way on seat belt usage in rideshare by developing in-app seat belt reminders to riders and partnering with the Governors Highway Safety Association on a US campaign.

•  Commemorated the anniversary of our U.S. Safety Report by announcing the launch of the Uber Survivor Resources Hotline and Support Fund, in partnership with RAINN. The Hotline connects survivors with Uber-funded, confidential and trauma-informed support for survivors reporting the most critical sexual assault incidents related to the Uber app.

Diversity & Inclusion |
People & Culture

•  In July, Uber made 14 commitments towards eliminating racism from our platform, building equitable products with our technology, and doubling down on equity and belonging both internally and in the communities we serve. Highlights include

°  Pay equity, full stop: Three years ago, we analyzed our salary data and made adjustments to achieve pay equity on the basis of race and gender. We will continue to focus on maintaining this important measure of pay equity going forward. In 2020, women at Uber globally earned $1.00 for every $1.00 (total cash) earned by men performing similar job functions. In that same time period in the U.S., in aggregate, employees from underrepresented racial backgrounds earned $1.00 for every $1.00 (total cash) earned by non-underrepresented peers at the same job level.

°  Double Black representation in leadership: We plan to double Black representation in leadership by 2025 through pipeline development and hiring. We define leadership as those with Director titles and above, representing the 5 most senior levels at Uber.

°  Double the talent pipeline: We want to create pathways for drivers, delivery people, and Uber customer support staff, many of whom are people of color, to advance their careers. We’ll aim to double the pipeline of people who want to pursue corporate or other opportunities with Uber by 2025.

•  Established the Racial Equity Leadership Council (RELC) to ensure accountability and serve as the body responsible for operationalizing Uber’s commitments to building racial equity internally and externally, within our products, services, and advocacy. The RELC is composed of 16 senior leaders across Uber’s business units and geographies and ERG leaders from Asian at Uber, Black at Uber, and Los Ubers.

•  Released our 2020 People & Culture Report featuring diversity data about our employees. The report also discusses long-term systemic changes that we believe lead to better representation and an improved sense of belonging. It is a reflection of our commitment to move forward with racial and social equity at the center of all we do. We will continue to publish an annual People & Culture report and expand it to include data on intersectionality and self-identification data outside of the US.

•  Launched a formalized D&I strategic planning process for 2021 where the CEO’s direct reports established comprehensive plans and operational targets to improve women representation and URP representation in the US at all levels.

•  Formally added oversight of human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement to the charter of the Board Compensation Committee.

•  Engagement: Over 90% of Uber’s employees participated in our company-wide Pulse Survey in August 2020. The survey is used to gauge employee sentiment and enable organization-wide planning. These numbers fell in 2020 as our company weathered the health and economic impacts of COVID-19. We are actively listening and working to improve in 2021.

°  Key Takeaways:

– Employees who are “Actively Engaged”: 64%

– Employees who perceive Uber’s mission favorably: 80%

– Employees who are proud to work for Uber: 76%

Climate Change

•  Committed to being a global zero-emission mobility platform by 2040, with 100% of rides globally in zero- emission vehicles or through micromobility and public transit. We also set an earlier goal to have 100% of rides take place in electric vehicles (EVs) in US, Canadian, and European cities by 2030.

•  Committed to match 100% of the electricity consumption from all global facilities and data centers with renewable energy by 2030. Pursuant to this, we entered into a renewable energy power purchase agreement in which electricity consumption for our US office footprint will be matched with 100% new renewable energy by 2025.

•  Joined the Science Based Targets Initiative to build rigor and accountability into our ambitious emissions targets. We also joined Tesla and 26 other companies in launching the Zero Emissions Transportation Association (ZETA), a new organization advocating for national policies that will enable 100% electric vehicle (EV) sales by 2030. In addition, we signed on to the Climate Pledge, a commitment co-founded by Amazon and Global Optimism to take urgent action to meet the Paris Agreement 10 years early.

•  Established a Green Future program that provides access to resources valued at $800 million to help hundreds of thousands of drivers transition to battery EVs by 2025 in Canada, Europe, and the US. Partnered with vehicle manufacturers, charging network providers, and EV rental and fleet companies such as Avis EV rentals and EVgo.

•  Launched the French Clean Air Plan and continued the existing London Clean Air Plan to help drivers overcome price premiums for battery EVs, as we move towards 100% electric service.

•  Expanded Uber Green, our EV and hybrid ride option, to 1400+ new North American cities and towns. Riders in cities like Washington D.C, Austin, Calgary, Houston, Miami, New York City, Tucson, Winnipeg and hundreds more can now choose a greener ride.

°  Integrated Uber Green into our membership service, Uber Pass, so that Pass members will receive 10% off Green trips just as they would with a standard ride.

°  Integrated micromobility in 55 cities globally through a partnership with Lime.

Local Impact

•  Acquired Routematch, a leading provider of software solutions to over 500 North American and Australian public transportation systems; launched a few of Routematch’s largest programs to date in Dallas (DART), and Charlotte (CATS) to support paratransit systems.

•  Supporting our drive toward zero emissions, we’re continuing to expand our offerings of sustainable alternatives to the personal car. This will help cities avoid a return to traffic gridlock and pollution once people feel safe to move again.

°  Journey Planning is now available in 10+ more cities, including Atlanta, Auckland, Brisbane, Buenos Aires, Guadalajara, Philadelphia, Rome, Bangalore, Chennai, and Mumbai. This means you can plan your entire public transit journey, from swiping through real-time schedules to walking directions to and from transit stations, directly in your Uber app in more than 40 cities globally.

°  Uber Transit is rolling out in Mexico City and London, having been previously available in Sydney and Chicago. This feature empowers you to lower your emissions and reduce congestion by planning a multimodal trip, combining UberX with walking directions and city bus, subway, or train connections.

•  Launched a $10 million program to support Black-owned businesses and showcased Black-owned restaurants on Uber Eats. Our Uber Eats, Product, Marketing, and Policy teams—and others—worked in partnership with the Black at Uber employee resource group to help make it easy for Uber Eats users in select markets to support local, independently owned small and medium-sized Black-owned restaurants who opted into the program by offering a $0 Delivery Fee from June - December 2020. Launched a national program of pop-ups to expand outdoor dining and kitchen space for local Black-owned businesses.

•  Formalized and expanded our Fairness Working Group, a team of data scientists, product managers, and operations leaders that advise on how to build products that take into account issues of fairness and equity. This group meets regularly to address issues related to potential bias on our platform. While systemic inequities are prevalent in many communities because of exclusionary policies in zoning, affordable housing, and transit availability, Uber works vigilantly to guard against bias on our platform.

•  In times of crisis in the communities we serve, Uber leveraged its platform, resources and network to take people away from harm and move what matters to communities in need. For example, Uber provided automatic free rides for Beirut residents for three days following the deadly blast in early August 2020, and moved medical supplies from the United States to Beirut via Freight. We also offered automatic free rides in the areas most impacted by the California wildfires and supplied over 400,000 pounds of food, water and medical supplies via Freight. In response to Hurricanes Laura and Sally, Uber hauled over 92,000 pounds of roofing for damaged homes with Every Shelter.

Data Privacy &
Cybersecurity

•  Launched three new data privacy features: Explore Your Data feature, which allows authenticated users to see a convenient summary of their key data, including their trips, Uber Eats deliveries, rider rating, and basic account information; View as Driver, which shows riders what their driver sees about them at every stage of their trip; and Profile Data Expiration, a feature that removes certain personal information about drivers from riders’ post-ride receipts. These features complement a suite of other user-facing data privacy features, including the ability to share location data with Uber or with trusted contacts, determine which notifications are most relevant, and delete one’s account.⁽¹⁾

•  Published Uber’s Privacy Principles, listed below, which provide stability and a common framework that our teams can use when building new products. These principles are based on the Fair Information Practice Principles (FIPPs) and demonstrate how Uber applies these concepts to our business. They also focus on ethics and responsible data management, the combination of which forms a strong foundation to build trust and confidence in a positive user experience around the world.

° We do the right thing with data

° We build privacy into our products from start to finish

° We collect only what we need

° We are transparent about our data practices

° We give users choices about their data

° We safeguard personal data

•  Published our annual Transparency Report that provides an overview of information that was provided to federal and state regulators and law enforcement agencies in the US and Canada between January and December 2019. Our report is one of a few that discloses information about how non-law enforcement entities, like transportation agencies, request data from our business.

•  Obtained ISO 27001 certification (which is issued by independent third party auditors) for our core rides business in 2021. Uber has maintained ISO 27001 certification for its enterprise business line (i.e. Uber for Business, Uber Central, and Uber Health) since 2019. ISO 27001 is a globally recognized framework for managing Information Technology (IT) security and risk. Uber’s information security program is based on ISO 27001 framework and through ongoing development of our Information Security Management System (ISMS), Uber is able to satisfy customer requirements in regards to their information and confidentiality.

•  Obtained SOC2 certification for its enterprise business line (i.e. Uber for Business, Uber Central, and Uber Health). SOC 2 Type 2 report is designed to provide assurance over the effectiveness of the controls in place that are relevant to security. Similarly SOC 2 Type 2 report is issued by independent third party auditors.

•  Formally added oversight of data privacy to the charter of the Board’s Audit Committee.

Ethics & Compliance

•  Conducted a global campaign for employees to acknowledge and agree to its revamped Business Conduct Guide resulting in near 100% acknowledgement.

•  Launched a new Ethics & Compliance training curriculum featuring highly customized online modules, targeted training by role for Anti-corruption and Antitrust, and focused in-person sessions.

•  Conducted our second annual Stand Up / Speak Up campaign to raise awareness for how to raise questions or concerns about standards of conduct and enveloped the campaign with a week-long celebration of Ethics featuring fireside chats with noted academics, panel discussions on important ethics programs across the company and even a movie screening where the protagonist did the right thing Period.

•  Uber partnered with other leading companies to benchmark sexual harassment policies and processes with The Purple Campaign in an effort to have best-in-class guidance for employees around these important topics.

•  Published a summary of Uber’s US Corporate Political Activity Policy and 2020 US corporate political contributions and independent expenditures, and formally added oversight of political activities and lobbying to the charter of the nominating and governance committee.

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 2022 annual meeting of stockholders and until their successors are elected.

Our Board
recommends a
vote FOR each nominee

See page 20
for more information

Advisory Vote to Approve 2020 Named Executive Officer Compensation

The Board of Directors recommends a vote “for” the approval, on a non-binding advisory basis, of the 2020 compensation of our NEOs (the “say-on-pay vote”).

Our Board
recommends a
vote FOR the say-on-pay vote

See page 75

for more information

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 2021.

Our Board
recommends a
vote FOR

See page 76

for more information

Removal of Supermajority Voting Requirements in Certificate of Incorporation and Bylaws

The Board of Directors recommends a vote “for” the amendment of the Company’s certificate of incorporation and bylaws to remove supermajority voting requirements.

Our Board
recommends a
vote FOR

See page 78

for more information

Stockholder Proposal to Prepare an Annual Report on Lobbying Activities

If properly presented at the Annual Meeting, the Board of Directors recommends a vote “against” the stockholder proposal to provide an annual report on the Company’s lobbying activities.

Our Board
recommends a
vote AGAINST

See page 80

for more information

Each of the director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. If any nominee becomes unable or for good cause unwilling to serve between the date of the proxy statement and the 2021 Annual Meeting, the board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

Age: 72

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, Northrop Grumman Corporation, and Singapore’s Temasek Investment Company. Dr. Sugar is a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering. Dr. Sugar served on the board of directors of Air Lease Corporation from 2010 to May 2020. Dr. Sugar has been a director of Amgen Inc. since 2010, Apple Inc. since 2010 and Chevron Corporation since 2005.

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.

Age: 53

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 February 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 September 1, 2015. Prior to that role, she served as President of Electrical Sector, Americas of Eaton from April 2012 through August 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.

Age: 62

Former Chairman and CEO, Xerox

Other Public
Company Boards:
Nestlé S.A.*
Exxon Mobil

* Will not stand for
re-election to Nestle
S.A. board of directors
in April 2021.

Biography

Ms. Burns has served on our board of directors since October 2017. Ms. Burns served as the Chairman of VEON, Ltd., an international telecommunications and technology company, from July 2017 to March 2018 and again from December 2018 to May 2020. She served as Executive Chairman from March 2018 to December 2018 and as Chief Executive Officer of VEON, Ltd. from December 2018 to March 2020. Ms. Burns served as Chairman of Xerox Corporation, a print technology and work solutions company, from July 2009 to May 2017, and Chief Executive Officer of Xerox Corporation from July 2009 to December 2016, prior to which she advanced through many engineering and management positions after joining the company in 1980. U.S. President Barack Obama appointed Ms. Burns to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009 to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after service as vice chair from 2010 to 2015. Ms. Burns currently serves on the board of directors of Nestlé S.A., and Exxon Mobil Corporation. Ms. Burns previously served on the board of directors of American Express Company from January 2004 to May 2018, VEON, Ltd. from July 2017 to May 2020 and Xerox Corporation from April 2007 to May 2017.

Qualifications

Ms. Burns was selected to serve on our board of directors because of her experience as the leader of a global company, particularly her experience as Chairman and Chief Executive Officer of Xerox, her technology and digital experience, her financial expertise, and her government, policy, and regulatory experience.

Age: 66

Partner, FFL Partners,
LLC; Former CEO,
Mattel, Inc.

Other Public
Company Boards:
Amgen, Inc.
Levi Strauss & Co.
McDonald’s Corporation

Biography

Mr. Eckert has served on our board of directors since March 2020. Mr. Eckert has been an Operating Partner of FFL Partners, LLC, a private equity firm, since September 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since January 2013. He was Mattel’s Chairman and Chief Executive Officer from May 2000 until December 2011, and he continued to serve as its Chairman until December 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from October 1997 until May 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, Mr. Eckert was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert is currently a director of McDonald’s Corporation, Amgen, Inc., Levi Strauss & Co., Eyemart Express Holdings, LLC, Enjoy Beer Holdings, LLC, and Quinn Company.

Qualifications

Mr. Eckert was selected to serve on our board of directors due to his leadership experience as a chief executive officer of large global public companies and his extensive experience leading global consumer brands at Mattel and Kraft and financial expertise as a partner of FFL Partners, LLC and his government, policy and regulatory experience.

Age: 51

Former CEO, Match
Group, Inc.

Other Public
Company Boards:
Z-Work Acquisition
Corp.

Biography

Ms. Ginsberg has served on our board of directors since February 2020. Ms. Ginsberg previously served as Chief Executive Officer of Match Group, Inc. from December 2017 to March 2020. Prior to this role, Ms. Ginsberg served as Chief Executive Officer of Match Group Americas from December 2015 to December 2017, where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito and overall North and South American expansion. Previously, she served as the Chief Executive Officer of The Princeton Review from July 2014 to December 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg previously served on the board of directors of Care.com from February 2012 to December 2014, Match Group, Inc. from December 2017 to March 2020 and J.C. Penney from July 2015 to November 2020. Ms. Ginsberg has served on the board of directors of Z-Work Acquisition Corp. since February 2021.

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.

Age: 51

CEO, Uber

Other Public
Company Boards:
Expedia Group

Biography

Mr. Khosrowshahi has served as our Chief Executive Officer and as a member of our board of directors since September 2017. Prior to joining Uber, Mr. Khosrowshahi served as President and Chief Executive Officer of Expedia, Inc., an online travel company, from August 2005 to August 2017. From August 1998 to August 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005, Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp from January 2002 to January 2005, and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning, from July 2000 to January 2002. Mr. Khosrowshahi worked at Allen & Company LLC from 1991 to 1998, where he served as Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the board of directors of Expedia Group. Mr. Khosrowshahi previously served as a member of the supervisory board of trivago, N.V., a global hotel search company, from December 2016 to September 2017, and previously served on the board of directors for the following companies: The New York Times Company, a news and media company, from May 2015 to September 2017, and TripAdvisor, Inc., an online travel company, from December 2011 to February 2013.

Qualifications

Mr. Khosrowshahi was selected to serve on our board of directors based on the perspective and experience he brings as our Chief Executive Officer, as a former leader of Expedia, a global company, his innovation, technology, and high- growth experience, consumer and digital experience, and his financial expertise.

Age: 62

Co-founder and
Partner, BayPine;
Former Executive Vice
President, Nestlé S.A.

Other Public
Company Boards:
Alibaba Group
Stellantis, N.V.

Biography

Ms. Martello has served on our board of directors since June 2017. Ms. Martello currently serves as a Founding Partner at BayPine, a private equity firm, a role she has held since February 2020. From May 2015 to December 2018, Ms. Martello served as Executive Vice President and Chief Executive Officer of the Asia, Oceania, and sub-Saharan Africa regions at Nestlé S.A., a Swiss multinational food and beverage company. From April 2012 to May 2015, Ms. Martello served as Nestlé’s global Chief Financial Officer, and from November 2011 to April 2012 she served as Nestle’s Executive Vice President. From November 2005 to November 2011, Ms. Martello was a senior executive at Walmart Stores, Inc., a retail corporation, where she served as Executive Vice President, Chief Operating Officer for Global eCommerce, and Senior Vice President, Chief Financial Officer & Strategy for Walmart International. Prior to Walmart, Ms. Martello was the CFO and then President, U.S.A., at NCH Marketing Services, Inc., a marketing services company, from 1998 to 2005. Prior to NCH Marketing, Ms. Martello held various positions at Borden Foods and at Kraft Inc. (now known as the Kraft Heinz Company). Ms. Martello has served on the board of directors of Alibaba Group since September 2015 and Stellantis N.V. since January 2021.

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.

Age: 51

Governor,
The Public Investment Fund

Other Public
Company Boards:
Saudi Arabian Oil
Company,
Ma’aden

Biography

H.E. Al-Rumayyan has served on our board of directors since June 2016. H.E. Al-Rumayyan has been Governor of The Public Investment Fund, a sovereign wealth fund owned by Saudi Arabia, since September 2015. Prior to The Public Investment Fund, H.E. Al-Rumayyan held the position of Chief Executive Officer at Saudi Fransi Capital, a financial services company, from January 2011 to February 2015. From April 2008 to December 2010, H.E. Al-Rumayyan served as Director of Corporate Finance of the Capital Market Authority of Saudi Arabia. H.E. Al-Rumayyan currently serves on the board of directors of The Public Investment Fund of Saudi Arabia, the Saudi Arabian Oil Company, Saudi Industrial Development Fund, Saudi Decision Support Center, Sanabil Investments, Arm Limited, and Ma’aden. H.E. Al-Rumayyan previously served on the board of directors of Saudi Fransi Capital from January 2011 to February 2015 and Tadawul, the Saudi Stock Exchange, from February 2014 to January 2015.

Qualifications

H.E. Al-Rumayyan was selected to serve on our board of directors because of his financial expertise, particularly in his roles at The Public Investment Fund, his extensive government, policy and regulatory experience highlighted by his time at the Saudi Stock Exchange, and his extensive leadership experience in the Middle East.

Age: 65

Former Chairman and
CEO, CIT Group

Other Public
Company Boards:
Deutsche Bank AG,
Pine Island Acquisition Corp.

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 October 2017. Mr. Thain served as Chairman and Chief Executive Officer of CIT Group, from February 2010 until March 2016, and as Chairman of CIT Group until May 2016. In January 2009, prior to joining CIT Group, Mr. Thain was President of Global Banking, Securities and Wealth Management for Bank of America. From December 2007 to January 2009, prior to its merger with Bank of America, Mr. Thain was Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. From June 2006 to December 2007, Mr. Thain served as Chief Executive Officer and a director of NYSE Euronext, Inc. following the NYSE Group and Euronext N.V. merger. Mr. Thain joined the New York Stock Exchange in January 2004, serving as Chief Executive Officer and a director. From June 2003 through January 2004, Mr. Thain was the President and Chief Operating Officer of The Goldman Sachs Group Inc., and from May 1999 through June 2003 he was President and Co-Chief Operating Officer. From December 1994 to March 1999, Mr. Thain served as Chief Financial Officer and Head of Operations, Technology and Finance, and from July 1995 to September 1997 he was also Co-Chief Executive Officer for European operations for The Goldman Sachs Group, L.P. Mr. Thain currently serves on the Supervisory Board of Deutsche Bank AG and Pine Island Acquisition Corp. Mr. Thain previously served on the board of directors of Goldman Sachs Group Inc. from 1998 to January 2004.

Qualifications

Mr. Thain was selected to serve on our board of directors because of his experience as Chief Executive Officer of several global companies, his financial expertise from his roles at CIT Group, Merrill Lynch, and NYSE Euronext, and his government, policy, and regulatory experience.

Age: 45

Partner, TPG

Other Public
Company Boards:
None

Biography

Mr. Trujillo has served on our board of directors since June 2017. Mr. Trujillo is a Partner of TPG, a private equity firm with $119 billion in assets under management, and leads TPG's Internet, Digital Media and Communications investing efforts across TPG Capital and TPG Growth and is the Managing Partner of TPG Tech Adjacencies and Integrated Media Co. Mr. Trujillo joined TPG in January 2006 and has been a private equity investor in TMT for 23 years, including Golder, Thoma, Cressey, Rauner (GTCR) prior to joining TPG. Mr. Trujillo is currently a Director of the following non-public companies: Astound Broadband, Azoff Music Company, Calm, Creative Artists Agency (CAA), Entertainment Partners, Ipsy, Prodigy Education and Vice Media. Mr. Trujillo led TPG's investments in Airbnb and Spotify. Mr. Trujillo received a B.A. in Economics from Yale University and an M.B.A. from the Stanford Graduate School of Business.

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.

Age: 60

Former CEO and Chairman, Aegon NV

Other Public
Company Boards:
Citigroup Inc.
Air France-KLM

Biography

Mr. Wynaendts has served on our board of directors since March 2021. Mr. Wynaendts has served on the board of directors of Citigroup Inc. since 2019 and has served on the board of directors of Air France-KLM SA since 2016. From 2008 to May 2020, Mr. Wynaendts served as 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, where he simplified and refocused the business, led significant restructurings in its key markets, expanded Aegon's business in Asia and in Continental Europe, and transformed Aegon into a technology driven and agile business, allowing the company to put its purpose of helping people take responsibility for their financial future at the heart of the business. From April 2007 to May 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. In 1997, Mr. Wynaendts joined Aegon 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. Mr. Wynaendts currently serves as Chair of the Supervisory Board of Uber Payments BV, the Company’s indirect subsidiary in the Netherlands. UPBV holds an e-money license and processes payments for the Company’s operations in Europe.

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.

Global Company Leadership

We value leadership experiences of chief executive officers and operating executives at businesses and organizations that operate on a global scale and face significant competition, utilize technology, or have other rapidly evolving business models. We value public company board experience.

Financial Expertise

Knowledge of financial markets, financing operations and accounting, and financial reporting processes assists our directors in understanding, advising on, and overseeing our capital structure, financing, and investing activities, and our financial reporting and internal controls. Directors with a background in business or corporate development can provide insight into designing and implementing strategies for growing our business.

Consumer and Digital Experience

We value directors with a background in the development and improvement of consumer experiences with a company’s products, services, and brand, including through a digital interface.

Innovation, Technology, and High-Growth Experience

We believe that experience in identifying and developing emerging products, technologies, and business models, and generating disruptive innovation is useful for understanding our research and development strategy, competing technology, and our market segments.

Government, Policy, and Regulatory Experience

We interact with governments worldwide and are subject to laws and regulations in many jurisdictions. Directors who have experience navigating a complex legal and regulatory landscape can assist our board of directors in fulfilling its strategy and compliance oversight function.

Sustainability and Human Capital Management

We believe that sustainability and human capital management is integral to our business and recognize the performance and success of our business can only be built alongside the prosperity of our stakeholders. Directors who have experience in corporate responsibility, human capital management and in managing sustainability initiatives are accretive to our success.

Corporate Governance Guidelines

Our corporate governance guidelines embody many of our governance policies, practices, and procedures, which are the foundation of our commitment to effective corporate governance. The Nominating and Governance Committee will review the corporate governance guidelines periodically and recommend amendments to our board of directors as appropriate. The corporate governance guidelines outline the responsibilities, operations, qualifications, and composition of our board of directors, among other matters. The full text of our corporate governance guidelines is posted on the investor relations page of our website, www.uber.com. We also intend to disclose on our website any future amendments of our corporate governance guidelines.

Committees of the Board of Directors

Our corporate governance guidelines and committee charters require all members of the Audit, Compensation and Nominating and Governance Committees to be independent and all members of the Compensation Committee. The Compensation Committee is composed solely of independent directors. The Nominating and Governance Committee recommends committee composition and committee chairs to the board of directors at least annually. The board of directors and each committee has the authority to engage, and approve the fees of, independent legal, financial, or other advisors as they may deem necessary, without consulting with or obtaining the approval of management.

Additional Board Service

Pursuant to the corporate governance guidelines, no director may serve on more than four other public company boards or on more than one other public company board if the director is also our Chief Executive Officer or the chief executive officer of another public company. The Nominating and Governance Committee may approve exceptions if it determines that the additional service will not impair the director’s effectiveness as a member of our board of directors.

Majority Voting for Directors

In an uncontested election, each director will be elected by a majority of the votes cast. If an incumbent director in an uncontested election fails to receive the required vote for re-election, our board of directors will evaluate whether it should accept the director’s resignation, which must be tendered to our board of directors pursuant to our governance documents. Our board of directors may consider any factors it deems relevant in deciding whether to accept a resignation from such director.

Role of our Board of Directors in Succession Planning

The responsibilities of our board of directors, or a committee thereof as determined by our board of directors, include periodically reviewing succession planning for our executive officers, including

our Chief Executive Officer. The goal of our board of directors is to have a long-term and continuing program for effective senior leadership development and succession. We have a contingency plan in place for emergencies such as the death, disability, or unexpected or sudden departure of an executive officer.

Annually, the Board of Directors reviews a succession assessment for our senior leaders including our NEOs. The assessment profiles each potential NEO successor and includes strengths, opportunities, overall readiness and information regarding diversity.

Prohibition on Hedging and Pledging Shares

Our insider trading policy prohibits our directors and employees from hedging their economic exposures to Uber stock, or using their Uber stock as collateral for margin loans and other similar speculative transactions.

Stock Ownership Guidelines

In order to align our directors’ and executive officers’ interests with those of our stockholders, we adopted stock ownership guidelines that became effective upon the closing of our IPO. Within three years of becoming subject to the guidelines, our non-employee directors are expected to hold Uber stock valued at ten times their annual cash retainer. Within five years of becoming subject to the guidelines, our executive officers are expected to hold Uber stock valued at a multiple of three times (ten times for our CEO) their annual base salaries as of the applicable measurement date.

In response to stockholder feedback received during our stockholder outreach efforts regarding executive accountability and further alignment of the interests of our executive officers with those of our stockholders, in 2020 we amended the guidelines to add a stock retention requirement covering the phase-in period for our stock ownership guidelines. The retention guidelines provide that any executive officer who does not satisfy the stock ownership guidelines as of an annual measurement date must thereafter retain 50% of all vested shares acquired by the executive officer pursuant to any equity award (net of shares sold or withheld to pay the applicable exercise price and/or taxes) until such time as the executive officer satisfies the stock ownership guidelines. Satisfaction of this requirement is measured as of any subsequent date on which the executive officer wishes to dispose of the acquired shares.

Clawback Policy

In response to stockholder feedback received during our stockholder outreach efforts and evolving governance best practices, in 2020 we amended the terms of our Clawback Policy to expand its scope and coverage. Under the expanded terms our board of directors may seek to recover equity compensation awarded after March 28, 2019 and cash

severance and incentive-based compensation awarded after October 26, 2020 from an executive officer in connection with a material breach by such executive officer of restrictive covenants in agreements between us and the officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the officer’s misconduct that harms the business or reputation of the company. Prior to the amendment, our clawback policy covered our named executive officers, applied only to equity compensation, and was not triggered by general misconduct unrelated to any non-compliance with any financial reporting requirement.

Board Diversity

Under our corporate governance guidelines, diversity is one of several critical factors that the Nominating and Governance Committee considers when evaluating the composition of our board of directors, amongst other critical selection criteria, including (i) integrity, (ii) sound business judgment, (iii) commitment to the highest ethical standards, (iv) background, (v) skills and relevant business experience, (vi) ability and willingness to commit time to the board of directors and represent long-term interests of stockholders, and (vii) expected contributions to the board of directors. For a company like ours, which operates in 71 countries around the globe, diversity factors that are considered include race, ethnicity, gender, national origin, and geography. Our board of directors currently includes four women, three ethnic minorities, directors ranging in age from 45 to 72, and directors with a range of ethnic diversity, with six of our directors identifying as White (Non-Hispanic or Latinx), two as Middle Eastern/North African, one as Black or African-American, one as South Asian, and one as Southeast Asian, East Asian or Pacific Islander.

Our board of directors is committed to including individuals whose backgrounds reflect the diversity represented by our employees and platform users. In addition, each director contributes to the board’s overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds. We are committed to maintaining and enhancing the diversity of our board of directors and in furtherance of this, the Nominating and Governance Committee conducts annual self-evaluations to assess the board and its committees’ performance and effectiveness, which includes consideration of diversity and other selection criteria.

Director Tenure

Our corporate governance guidelines require that our board of directors consider the mix of tenures on the board when assessing its composition. As the following chart demonstrates, the current composition of our board of directors reflects a mix of tenures, which we believe balances historical and institutional knowledge, and an understanding of the evolution of our business with fresh perspectives from our newer directors:

Less Than 2 Years         

2-4 Years                        

Over 4 Years                 

Promoting Integrity

At Uber, we do the right thing. Period. We foster an environment where we hold ourselves to the highest standards of integrity by communicating regularly and educating often about ethics and expected standards of conduct. Annually, we celebrate the importance of ethical decision-making and doing the right thing during Ethics & Compliance Week where we remind employees about their responsibility to raise concerns or questions regarding ethics, compliance, workplace culture, discrimination, and harassment. Employees are offered various reporting channels including Uber’s Integrity Helpline, a toll-free number that is available 24 hours a day, seven days a week, 365 days a year and is staffed by live operators who can connect to translators to accommodate multiple languages. Uber publicizes its Integrity Helpline through internal communications and by featuring it externally within its Business Conduct Guide, which is posted on the Investor Relations site. Employees are expected to use the Integrity Helpline to promptly report suspected violations of laws, regulations, rules, policies, procedures, and standards, including our Business Conduct Guide.

Calls to the Uber Integrity Helpline are received by a third-party vendor, which conducts intake for the concerns raised on the calls. Reported matters are promptly brought to the attention of our internal investigations teams. As a general matter, our Global Head of Internal Audit, Chief Ethics and Compliance Officer, Head of Employee Relations, and Chief Trust and Security Officer share responsibility for reviewing concerns expressed through the Integrity Helpline and are responsible for ensuring that such concerns are handled appropriately. Our Investigations Protocol allocates responsibility for handling the concerns to the appropriate function within our company and establishes investigative standards among the participating functions. Investigators within the relevant functions participate in mandatory investigative training as well. As a general matter, our Global Head of Internal Audit, Chief Ethic and Compliance Officer, Head of Employee Relations, and Chief Trust and Security Officer share responsibility for reviewing concerns expressed through the Integrity Helpline and are responsible for ensuring that such concerns are handled appropriately. Concerns may also be reported to or through managers, HR business partners, and a dedicated e-mail address managed by the Compliance team. In addition, individuals may raise concerns through a web portal that is available in more than 20 languages including English, Spanish, Portuguese, and French, among others. Any individual may also raise a concern by accessing our corporate website. Individuals may choose to remain anonymous when reporting such matters to the extent permitted by applicable laws and regulations.

Our corporate policies prohibit retaliatory actions against anyone who in good faith raises concerns or questions or who participates in a subsequent investigation of such concerns or questions. Our Chief Ethics and Compliance Officer reports to the Audit Committee no less than quarterly regarding issues raised through the Uber Integrity Helpline.

Revathi Advaithi
Ursula Burns
Robert Eckert

Amanda Ginsberg
Wan Ling Martello
Yasir Al-Rumayyan
Alexander Wynaendts

Ronald Sugar
John Thain
David Trujillo

John Thain (Chair),

Revathi Advaithi,
Ursula Burns,
Amanda Ginsberg,
Yasir Al-Rumayyan, and
Alexander Wynaendts

The Audit Committee assists the board of directors in fulfilling its oversight responsibility relating to, among other things:

›     the integrity of our financial statements and financial reporting process, including the review of our annual and quarterly financial statements and reports;

›     the integrity of our accounting and financial reporting processes and systems of internal controls over financial reporting, including review with management, our independent auditors, and head of our internal audit function;

›     the performance of the internal audit function and plan;

›     the engagement of our independent auditors and the evaluation of their qualifications, independence, and performance;

›     our compliance with legal and regulatory requirements, including an assessment of our compliance program;

›     policies and processes for risk management and fraud prevention; and

›     the Company’s overall risk profile, including without limitation with respect to cybersecurity and privacy matters.

John Thain, the chair of the Audit Committee, Revathi Advaithi, Ursula Burns, and Yasir Al-Rumayyan each qualify as an “Audit Committee financial expert” as defined by the SEC and each member qualifies as “financially literate” as required by the corporate governance rules of the NYSE.

Each of the members of the Audit Committee is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE.

Ronald Sugar (Chair),
Ursula Burns,
Robert Eckert,
Wan Ling Martello, and
David Trujillo

The Nominating and Governance Committee assists the board of directors in the following functions, among others:

›     periodically reviewing our corporate governance framework and recommending changes as appropriate;

›     identifying, interviewing, and recruiting individuals to become members of the board of directors and evaluating the independence of each director and director candidate at least annually;

›     periodically reviewing and making recommendations to the board of directors regarding the size of the board of directors and of its committees;

›     evaluating and recommending to the board of directors at least annually each committee’s composition;

›     overseeing the annual evaluation process for the board of directors, each committee and each individual director annual evaluation process, the orientation program for new directors, and a continuing education program for current directors;

›     overseeing environmental, social and governance matters including environmental sustainability as well as corporate political activities and contributions and lobbying activities;

›     considering stockholder proposals and recommending actions on such proposals; and

›     considering and approving requests by directors or officers to serve on boards of directors of other companies.

Each of the members of the Nominating and Governance Committee is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE.

David Trujillo (Chair),
Robert Eckert,
Wan Ling Martello, and
Ronald Sugar

The Compensation Committee has been delegated broad authority to oversee the compensation of our officers, employees, consultants, and other Uber service providers.

The Compensation Committee assists the board of directors in the following functions, among others:

›     annually reviewing and approving the individual and corporate goals and objectives for our executive officers;

›     establishing, reviewing, and approving salaries, bonuses, and other compensation for our executive officers;

›     reviewing and approving executive compensation agreements and any material amendments;

›     reviewing and approving incentive compensation plans and grants for our executive officers;

›     overseeing and at least annually reviewing management’s assessment of major compensation-related risk exposures and the mitigation thereof;

›     periodically reviewing our stock ownership guidelines and assessing compliance with such guidelines;

›     periodically reviewing the Company's human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement;

›     periodically reviewing and recommending to the board of directors the type and amount of compensation paid to directors; and

›     considering the results of stockholder advisory votes on executive compensation and the frequency of such votes.

Each of the members of the Compensation Committee (i) is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE and (ii) is a “non-employee director,” as defined in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Nominating
and
Governance

The Board of Directors

•   Has primary responsibility for risk oversight.

•   Assigns specific oversight duties to the committees of the board.

•   Receives periodic briefings and participates in informational sessions with management on the types of risks we face and our enterprise risk management system.

•   Receives reports from management on risks as they arise.

The Compensation Committee

•   Oversees compensation program for employees and senior management.

•   Oversees and reviews compensation-related risks.

•   Reviews the Company’s human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement.

•   Reviews conflicts of interest involving advisors to the Compensation Committee.

Management

•   Identifies risk and develops risk controls related to significant business activities.

•   Includes risk assessments in strategy decisions.

•   Develops programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk with potential reward, and the appropriate manner in which to manage risk. Establishes procedures to prevent, deter, and detect fraud.

•   Provides reports and updates on risk-related matters to the Audit and Compensation Committees.

The Nominating and Governance Committee

•   Reviews risks associated with our corporate governance framework and provides recommendations as appropriate.

•   Identifies, interviews, recruits, and performs due diligence on potential board members and evaluates the independence of each director and director candidate.

•   Oversees the Company’s environmental, social and governance matters including environmental sustainability and political contributions and lobbying activities.

The Audit Committee

•   Annually reviews our risk profile, including, without limitation, with respect to cybersecurity and privacy matters.

•   Obtains updates on management’s implementation and maintenance of a company-wide risk management process.

•   Receives periodic briefings on our internal audit function, risk identification, mitigation, and control.

•   Reviews our risk management processes and procedures.

•   Reviews any allegations of fraud disclosed to the Audit Committee, including those involving management or any employee with a significant role in our internal controls over financial reporting, legal compliance, or corporate governance.

•   Reviews with management our major financial risk exposures and the steps management has taken to monitor such exposures, including policies and procedures with respect to risk assessment and risk management.

•   Receives and discusses quarterly updates from the Global Head of Internal Audit regarding our risk management processes and systems of internal control.

•   Oversees management’s arrangements for the prevention, deterrence, and detection of fraud and management’s responses to allegations of fraud.

Dara Khosrowshahi. See “Director Nominees” above.

Nelson Chai. Mr. Chai has served as our Chief Financial Officer since September 2018. Prior to joining Uber, Mr. Chai served as President and Chief Executive Officer of The Warranty Group, a provider of warranty solutions and underwriting services, from January 2017 to July 2018. From June 2010 to December 2015, Mr. Chai served in various senior management roles at CIT Group, Inc., a financial services company, including President from August 2011 to December 2015 and Chairman of CIT Bank NA from January 2014 to July 2015. Prior to CIT Group, Mr. Chai held senior management positions at Bank of America Corporation and Merrill Lynch & Co., a financial services company, including Executive Vice President and Chief Financial Officer of Merrill Lynch & Co. from December 2007 to February 2008. Mr. Chai served as Executive Vice President and Chief Financial Officer of NYSE Euronext, Inc. and its predecessor company NYSE Group, Inc. from January 2006 to December 2007. Mr. Chai has served on the board of directors of Thermo Fisher Scientific Inc., a biotechnology product development company, since December 2010, where he serves as chair of the audit committee and is a member of the nominating and governance committee. Mr. Chai serves on the Board of Overseers for the School of Arts and Sciences at the University of Pennsylvania.

Jill Hazelbaker. Ms. Hazelbaker has served as our Senior Vice President, Marketing and Public Affairs since June 2019. She served as Senior Vice President, Communications and Public Policy from April 2017 to June 2019. From November 2015 to April 2017, Ms. Hazelbaker served as our Vice President, Communications and Public Policy. Prior to joining Uber, Ms. Hazelbaker served as Vice President, Communications and Public Policy of Snap Inc., a social media company, from October 2014 to October 2015. From January 2010 until October 2014, Ms. Hazelbaker held senior Communications and Public Policy roles at Google, in the United States and Europe,

where she was most recently Senior Director of Communications and Public Policy from March 2013 to October 2014. Prior to joining Google, Ms. Hazelbaker served as Press Secretary to Mayor Michael Bloomberg’s re-election campaign in New York City from January 2009 to December 2009 and as the Communications Director for Senator John McCain’s U.S. presidential campaign from June 2007 to November 2008.

Nikki Krishnamurthy. Ms. Krishnamurthy has served as our Chief People Officer since October 2018. Prior to joining Uber, Ms. Krishnamurthy served as Chief People Officer of Expedia from May 2016 to June 2018. From March 2013 to May 2016, Ms. Krishnamurthy served as Vice President of Expedia Local Expert, a branch of Expedia that provides online concierge services, and prior to that, she held the role of Vice President of Human Resources for Expedia from December 2009 to March 2013. Prior to that, Ms. Krishnamurthy was Principal HR Consultant for Washington Mutual Card Services from September 2007 to September 2009.

Tony West. Mr. West has served as our Senior Vice President, Chief Legal Officer and Corporate Secretary since November 2017. Prior to joining Uber, Mr. West served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary from November 2014 to November 2017 at PepsiCo Inc., a food and beverage company. Prior to joining PepsiCo, Mr. West served as Associate Attorney General of the United States from March 2012 to September 2014, after previously serving as the Assistant Attorney General for the Civil Division in the U.S. Department of Justice from April 2009 to March 2012. From November 2001 to April 2009, Mr. West was a partner at Morrison & Foerster LLP. He also served as Special Assistant Attorney General at the California Department of Justice from 1999 to 2001 and, prior to that, as an Assistant United States Attorney in the Northern District of California.

✓    Closed or announced 17 acquisition/divestiture transactions. Acquisitions supported Uber’s core markets and business (e.g., Careem, Autocab, Cornershop, and Postmates) and divestitures removed burn from non-core assets and geographies (e.g., Uber Elevate, Uber’s Advanced Technologies Group, India Eats).

✓    Supported Proposition 22, a California state ballot initiative, approved by voters in November and legislation passed by Parliament in India, protecting the flexibility available to Drivers while allowing them to remain classified as independent contractors and to receive important additional benefits and protections. Proposition 22 provides a minimum earnings guarantee, and implements a health insurance subsidy and other protections for independent contractors. India’s legislation codified independent contractor status nationwide and enables Drivers using our platform to access important benefits like social security.

✓    Successfully renewed our license to operate in London, Uber’s largest European market and one of our top 5 cities worldwide based on Gross Bookings.

✓    Ended 2020 with our Mobility business being #1 in every major region in which we operate and our Delivery business being #1 or #2 in every region in which we operate as of December 31, 2020.

✓    Announced 14 commitments on our journey to become an anti-racist company and published our People and Culture Report. In 2020, women at Uber globally earned $1.00 for every $1.00 (total cash) earned by men performing similar job functions. In that same time period in the U.S., in aggregate, employees from underrepresented racial backgrounds earned $1.00 for every $1.00 (total cash) earned by non-underrepresented peers at Uber at the same job level.

✓    The pandemic dampened our Mobility business, while demonstrating the power of our diversified platform as the growth of Delivery Gross Bookings (~110% YoY and ~128% in Q4) helped offset the top line impact of COVID-19.

✓    Expanded into grocery and non-food delivery, which exited 2020 with $1.5 billion in run rate Gross Bookings.

✓    In response to the pandemic, in July 2020, we reset our internal outlook and ultimately exceeded our reset targets with Gross Bookings of $57.9B (-9% YoY), revenue of $11.2 billion, and an Adjusted EBITDA loss of $2.5 billion. However, we chose not to adjust the previously established goals in our 2020 cash bonus plan or under our 2018, 2019, and 2020 PRSU awards.

✓    Reduced the cost of our financing, including by extending the maturity date of our $500 million 2023 unsecured notes to 2028. Completed $1.0 billion offering of 2025 unsecured notes and inaugural $1.15 billion convertible notes offering at 0% coupon with an $80.84 per share conversion price.

•   Attract experienced CEO and build out a leadership team to navigate the Company through meaningful cultural challenges, support the future trajectory of the business, and prepare for IPO

•   Establish new cultural norms to guide decision-making and unite and define Uber’s culture

•   Negotiated compensation agreements for Mr. Khosrowshahi, CEO (2017) and other members of the leadership team, including Mr. West, CLO (2017); Mr. Chai, CFO (2018); and Ms. Krishnamurthy, CPO (2018)

•   New hire packages for the CEO, CFO, CLO, and CPO included multi-year equity grants to attract and retain experienced executives for a critical period of transformation and align their interests with public company value creation

•   Prepare business for IPO and align Board and governance practices with expectations for a public company

•   Complete successful IPO

•   Restructured Compensation Committee to include members with significant public company experience

•   Established public company compensation practices (e.g., clawback policy, stock ownership guidelines, executive severance plan)

•   Transitioned to annual equity awards for CEO, coinciding with final grant of new hire award commitment entered into pre-IPO

•   Established annual equity awards for other NEOs

•   Expanded use of PRSUs to establish a broader performance-based long-term incentive program and incorporated D&I goals to align with new cultural norms

•   Drive actions to deliver on stated path to profitability

•   Navigate significant impact of COVID-19 on business

•   Successfully navigate multiple regulatory challenges that could impact business model

•   Respond to stockholder feedback following first public company annual meeting and advance ESG priorities

•   Shifted target compensation for all NEOs toward greater at-risk compensation

•   Strengthened Stock Ownership Guidelines and Clawback Policy

•   Established more formulaic performance metrics and weightings in annual cash bonus plan, a maximum bonus cap of 200% of target, and an 85% threshold level of performance for key financial targets

•   Further aligned incentive program with our cultural norms by adding safety goals, in addition to D&I goals, into PRSUs

•   Retained and stabilized executive leadership team during uncertain COVID-19 environment and aggressive market for experienced leadership by providing long-term awards that align key members of the executive team with long-term value creation for Uber stockholders

•   Drive toward profitability by the end of 2021

•   Continue navigating ongoing impact of COVID-19

•   Continue evolving practices to align with maturing public company

•   Expanded PRSUs to entire executive leadership team

•   Moved a majority of PRSU goals to 3 year metrics, and incorporated a 3 year relative TSR modifier

•   Continued to reduce discretion in annual cash bonus plan by tying 60% of goals to formulaic financial metrics, adding more structure around threshold and maximum levels of achievement, and adding measurable individual goals

•   Reevaluated and refined peer group

✓    Mr. Khosrowshahi’s total compensation in 2020 was $12,246,078, significantly lower than the $42,428,233 and $45,330,702 reported for 2019 and 2018, respectively, because it no longer included the value of previously negotiated sign-on equity awards that were necessary to induce Mr. Khosrowshahi to join the Company and forego significant soon-to-vest equity from his former employer. Time-based restricted stock units (“RSUs”) and PRSUs awarded to Mr. Khosrowshahi in 2020 were at or slightly below market-competitive levels for an incumbent CEO.

✓    Supported Mr. Khosrowshahi in waiving his base salary from May 2 through December 31, 2020 in response to the COVID-19 pandemic.

✓    Reduced the cost of Mr. Khosrowshahi’s security beginning in 2020.

✓    No increases to Mr. Khosrowshahi’s base salary and annual cash bonus targets for 2020.

See “Summary Compensation Table”, “2020 Executive Compensation Program Key Components”, and “Security” on pages 68, 55, and 64.

✓    Reduced Ms. Hazelbaker’s fixed cash compensation to align with that of other NEOs and the external market, and increased her at-risk compensation.

✓    Broadened the number of executives receiving performance-based awards in our annual equity award program. In 2021, all current NEOs will receive a substantial portion of their pay in performance-based awards.

See “2020 Executive Compensation Program Key Components” on page 55.

✓    Continued adding more structure to our annual cash bonus plan in 2021, including defined metrics, weighting, and threshold and maximum levels of achievement. 60% of goals are tied to formulaic financial metrics. Maximum overall payout is capped at 200% of target, which is customary among our Peer Group and broader executive compensation practices. See “2021 Annual Cash Bonus Plan” below.

✓    In 2021, a portion of the annual equity awards for all NEOs is in the form of PRSUs. 50% of the annual equity awards for Messrs. Khosrowshahi and Chai, and 33% of the annual equity awards for all other NEOs were granted in the form of PRSUs.

✓    In 2021, we set PRSU goals, which are separate from the goals used under our annual cash bonus plan, that include relative metrics (i.e., rTSR) and mostly three-year goals, aligning executive interests with sustained stockholder value creation.

See “2021 Long-Term Equity Incentives” below.

Attract and retain a highly talented, diverse team of executives who possess and demonstrate strong leadership, exceptional followership, and world-class management capabilities.

Align our executive officer's incentives with Company performance on measures that drive the creation of long-term stockholder value, thereby further aligning the interests of our executives with those of our stockholders.

Reward our executive officers and motivate them to achieve the Company's short- and long-term financial and strategic goals.

Promote doing the right thing, working tirelessly to earn the trust of our consumers and users, acting like owners, valuing ideas over hierarchy, making big bold bets, and celebrating our differences and drive to harness the power of global technology in achieving Company success.

 WHAT WE DO

·     Solicit stockholder feedback on our compensation program and potential enhancements through a robust stockholder engagement program

·      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

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

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

·     Retain an independent compensation consultant

·     Review our peer group on an annual basis

·     Include performance metrics tied to our cultural norms, including D&I and Safety measures, which support a strong culture and address the interests of a wide array of stakeholders

 WHAT WE DON’T DO

·     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

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

·     Single-trigger acceleration following a change in control

·     Excessive perquisites

·     Encourage unnecessary and excessive risk taking