UBER TECHNOLOGIES, INC, DEF 14A filed on 3/25/2024
Proxy Statement (definitive)
v3.24.1
Cover
12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Uber Technologies, Inc.
Entity Central Index Key 0001543151
Amendment Flag false
v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]
         

Value of Initial Fixed $100

Investment Based On:

   
Year Summary
Compensation
Table Total for
PEO(1)

Compensation
Actually Paid

to PEO(2)

 

Average
Summary
Compensation
Table Total
for Non-PEO NEOs(2)

Average
Compensation
Actually Paid

to Non-PEO

NEOs(3)

Total
Stockholder

Return(4)

Peer Group

Total
Stockholder

Return(4)

Net Income
(millions)
Gross
Bookings
(millions)(5)
2023 $24,248,209 $109,669,788 $  10,391,600 $31,757,380 $207.03 $219.40 $1,887 $137,865
2022 $24,276,977 ($   8,946,037) $    9,583,840 ($     295,737) $   83.15 $139.00 ($9,141) $115,395
2021 $19,937,818 $   4,212,154  $    8,227,049 $  3,380,603  $ 140.99 $193.58 ($496) $90,415
2020 $12,246,078 $ 45,037,091  $    9,442,887 $16,013,106  $ 171.49 $143.89 ($6,768) $57,897
     
PEO Total Compensation Amount [1] $ 24,248,209 $ 24,276,977 $ 19,937,818 $ 12,246,078
PEO Actually Paid Compensation Amount [2] $ 109,669,788 8,946,037 4,212,154 45,037,091
Adjustment To PEO Compensation, Footnote [Text Block] Total compensation reported for Mr. Khosrowshahi for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.      
Non-PEO NEO Average Total Compensation Amount [2] $ 10,391,600 9,583,840 8,227,049 9,442,887
Non-PEO NEO Average Compensation Actually Paid Amount [3] $ 31,757,380 295,737 3,380,603 16,013,106
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Khosrowshahi, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Prashanth Mahendra-Rajah, and Tony West; (ii) for 2022, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; (iii) for 2021, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; and (iv) for 2020, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Thuan Pham, and Tony West.      
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

CAP versus TSR

 

As described in the CD&A, in order to align our executive’s compensation with the interests of our stockholders, the vast majority of our executives’ compensation comes in the form of long-term incentives. The graph below compares CAP, as computed in accordance with Item 402(v) of Regulation S-K, to Uber’s cumulative TSR over the past three years. 2020 compensation actually paid for our PEO includes the final tranche of his sign-on award. For 2021 and later, PEO compensation levels have returned to normalized levels. As reflected in the chart below, compensation for our executives is heavily linked to Uber’s TSR. From 2020 to 2022, CAP for both our PEO and other NEOs decreased, aligned with Uber’s TSR during that period. From 2022 to 2023, CAP for both our PEO and other NEOs increased, aligned with Uber’s meaningful increase in TSR.

 

 

     
Compensation Actually Paid vs. Net Income [Text Block]

CAP versus Financial Measures (Gross Bookings and Net Income)

The graph below compares CAP, as computed in accordance with Item 402(v) of Regulation S-K, to Uber’s reported Gross Bookings in each respective year. As reflected in the CD&A, Uber has identified Gross Bookings as one of the most important financial measures used in determining compensation. As illustrated below, over the past three years, Uber’s Gross Bookings have increased significantly, while CAP has decreased due to the vast majority of compensation being tied to Uber’s stock price performance.

 

 

 

Additionally, as presented in the Pay-versus-Performance table above, Net Income increased from 2020 to 2021; however, it decreased from 2021 to 2022, ending the year with a $9.1 billion GAAP net loss largely as a result of a $7 billion net headwind (pre-tax) from revaluations of our equity investments. From 2022 to 2023 Net Income increased, ending the year with a $1.9 billion GAAP net gain including a $1.6 billion net benefit (pre-tax) from revaluations of our equity investments.

     
Total Shareholder Return Vs Peer Group [Text Block]

TSR: Company versus Peer Group

As shown in the chart below, the Company’s cumulative TSR is below the companies included in the S&P 500 IT. During 2020, our stock price outperformed the S&P 500 IT; however, the S&P 500 IT maintained its upward trend until the end of 2021, while our stock price declined. In 2022, although we delivered steady and strong financial performance, exceeding analyst expectations, our stock price declined at a similar rate of decline for the S&P 500 IT, amidst a broad sell-off in technology stocks. In 2023, we delivered sustainable growth and achieved our first ever full-year positive GAAP operating income year, with our stock price increasing at a rate higher than the S&P 500 IT during 2023.

 

     
Tabular List [Table Text Block]

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” Uber’s executive compensation program reflects a pay-for performance philosophy. The metrics that Uber uses for both our long- and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase stockholder value. Below are the most important measures used to link compensation actually paid to our NEOs, for the most recently completed fiscal year:

 

Most Important Measures to Determine FY23 CAP
Gross Bookings
Adjusted EBITDA
TSR
DEI*
Safety Improvement*

 

*For further discussion on our DEI and safety improvement measures, please see the disclosure included in the CD&A
     
Total Shareholder Return Amount [4] $ 207.03 83.15 140.99 171.49
Peer Group Total Shareholder Return Amount [4] 219.40 139.00 193.58 143.89
Net Income (Loss) Attributable to Parent $ 1,887,000,000 $ (9,141,000,000) $ (496,000,000) $ (6,768,000,000)
Company Selected Measure Amount [5] 137,865,000,000 115,395,000,000 90,415,000,000 57,897,000,000
PEO Name Mr. Khosrowshahi      
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Gross Bookings      
Non-GAAP Measure Description [Text Block] We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of: Mobility rides; Delivery orders (in each case without any adjustment for consumer discounts and refunds); Driver and Merchant earnings; Driver incentives; and Freight revenue. Gross Bookings do not include tips earned by Drivers. Gross Bookings are an indication of the scale of our current platform, which ultimately impacts revenue. For further discussion on our Gross Bookings measure, please see the disclosure in the CD&A.      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted EBITDA      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name TSR      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name [6] DEI*      
Measure [Axis]: 5        
Pay vs Performance Disclosure [Table]        
Measure Name [6] Safety Improvement*      
PEO [Member] | Reported Value Of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount $ 19,810,419 $ (20,170,608) $ (16,030,080) $ 9,500,772
PEO [Member] | Equity Awards Adjustment [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 105,231,998 13,052,406 304,416 42,291,785
PEO [Member] | Year End Fair Value Of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 41,949,764 13,192,206 10,951,012 8,417,308
PEO [Member] | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 60,640,566 23,279,021 10,792,546 33,437,375
PEO [Member] | Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
PEO [Member] | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 2,641,667 (2,965,591) 145,949 437,102
PEO [Member] | Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
PEO [Member] | Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
Non-PEO NEO [Member] | Average Reported Value Of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (8,453,715) (7,350,200) (6,504,170) (8,190,284)
Non-PEO NEO [Member] | Average Equity Awards Adjustment [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 29,819,495 2,529,376 1,657,724 14,760,502
Non-PEO NEO [Member] | Average Year End Fair Value Of Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 14,001,817 4,414,146 4,577,410 10,369,779
Non-PEO NEO [Member] | Year Over Year Average Change In Fair Value Of Outstanding And Unvested Equity Awards [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 13,356,229 5,703,300 2,832,446 5,950,766
Non-PEO NEO [Member] | Average Fair Value As Of Vesting Date Of Equity Awards Granted And Vested In The Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 878,618 689,599 230,996
Non-PEO NEO [Member] | Year Over Year Average Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 1,582,831 (1,929,821) 87,240 95,804
Non-PEO NEO [Member] | Average Fair Value At The End Of The Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (1,886,843)
Non-PEO NEO [Member] | Average Value Of Dividends Or Other Earnings Paid On Stock Or Option Awards Not Otherwise Reflected In Fair Value Or Total Compensation [Member]        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount
[1] Total compensation reported for Mr. Khosrowshahi for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.
[2] Reflects the amount of “compensation actually paid” (CAP) as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Khosrowshahi and the non-PEO NEOs during the applicable year. The following amounts were deducted from and added to the Summary Compensation Table totals shown above:
[3] Represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Khosrowshahi, who has served as our CEO since 2017) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Prashanth Mahendra-Rajah, and Tony West; (ii) for 2022, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; (iii) for 2021, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, and Tony West; and (iv) for 2020, Nelson Chai, Jill Hazelbaker, Nikki Krishnamurthy, Thuan Pham, and Tony West.
[4] Reflects the cumulative total return to stockholders, based on a fixed investment of $100 beginning on the last trading day of 2019, on Uber’s common stock relative to the cumulative total returns of the Standard & Poor’s 500 Information Technology Sector Index (S&P 500 IT), which is the index included in our Performance Graph in the Company’s Annual Report on Form 10-K for the Fiscal Year ended December 31, 2023.
[5] We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of: Mobility rides; Delivery orders (in each case without any adjustment for consumer discounts and refunds); Driver and Merchant earnings; Driver incentives; and Freight revenue. Gross Bookings do not include tips earned by Drivers. Gross Bookings are an indication of the scale of our current platform, which ultimately impacts revenue. For further discussion on our Gross Bookings measure, please see the disclosure in the CD&A.
[6] For further discussion on our DEI and safety improvement measures, please see the disclosure included in the CD&A