UBER TECHNOLOGIES INC (UBER)
Sector: Industrials
2026 Annual Meeting Analysis
UBER TECHNOLOGIES INC · Meeting: May 4, 2026
Directors FOR
6
Directors AGAINST
4
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Sugar is a non-executive director serving on two public company boards (Uber and Apple), which is well within limits; Uber's 3-year total shareholder return of +132.7% outperforms the peer group median by +65.2 percentage points, which does not exceed the 65-point threshold required to trigger an AGAINST vote for strong-positive-TSR companies, and he met the 75% attendance requirement in 2025.
Khosrowshahi is Uber's sitting CEO and currently serves on two outside public company boards — Expedia Group and Grab Holdings — which exceeds the policy limit of one outside board for sitting CEOs, as the primary fiduciary obligation of any CEO must remain with their own company's shareholders; the board has approved an exception to its own guidelines, but our policy does not give deference to internally granted exceptions.
Advaithi is CEO of Flex Ltd. and serves on one outside public company board (Uber), which is within the policy limit of fewer than two outside boards for sitting CEOs; Uber's strong 3-year outperformance versus peers does not trigger a TSR concern, and she met the 75% attendance requirement in 2025.
Arora is the Chairman and CEO of Palo Alto Networks and serves on two outside public company boards — Uber and Compagnie Financiere Richemont S.A. — which exceeds the policy limit of one outside board for any sitting CEO, regardless of the board's internally granted exception; the 24-month new-director exemption for TSR purposes applies since he joined in May 2025, but the overboarding concern stands independently.
For Analysis
Alnowaiser joined the board in November 2023, giving him approximately 2.4 years of tenure; he serves on two outside public company boards (Lucid Group and Hapag-Lloyd) in addition to Uber, totaling three public boards as a non-executive, which is within limits; Uber's strong 3-year total shareholder return outperforms the peer group median and does not trigger a TSR concern.
Burns is a non-executive director serving on two outside public company boards (IHS Holding and Taiwan Semiconductor), giving her a total of three public board seats, which is within the four-board limit for non-executives; Uber's 3-year total shareholder return of +132.7% substantially outperforms the peer group median and does not trigger any TSR concern, and she met the 75% attendance requirement in 2025.
Eckert is a non-executive director serving on two outside public company boards (Amgen and Levi Strauss) plus Uber, totaling three public board seats, which is within limits; Uber's strong 3-year outperformance versus its disclosed peer group does not trigger a TSR concern, and he met the 75% attendance requirement in 2025.
Ginsberg is a non-executive director serving on two outside public company boards (ThredUp and Universal Music Group) plus Uber, totaling three public board seats, which is within limits; Uber's 3-year total shareholder return significantly outperforms the peer median and does not trigger a TSR concern, and she met the 75% attendance requirement in 2025.
Thain is a non-executive director serving on one outside public company board (Deutsche Bank) in addition to Uber, totaling two public board seats, which is well within limits; Uber's strong 3-year outperformance versus its disclosed peer group does not trigger a TSR concern, and he met the 75% attendance requirement in 2025.
Wynaendts is a non-executive director serving on two outside public company boards (Air France-KLM and Deutsche Bank) plus Uber, totaling three public board seats, which is within limits; the additional compensation he receives from Uber Payments BV relates to a separate regulatory role at a subsidiary and does not raise independence concerns under the disclosed facts; Uber's 3-year total shareholder return outperforms the peer median and does not trigger a TSR concern.
Three of the ten director nominees receive AGAINST votes: Dara Khosrowshahi (Uber's CEO sits on two outside public company boards, exceeding the one-board limit for sitting CEOs), and Nikesh Arora (CEO of Palo Alto Networks sits on two outside public company boards, also exceeding the limit). Revathi Advaithi is a sitting CEO but holds only one outside board seat (Uber) and therefore does not trigger the overboarding rule. The remaining seven directors pass all policy screens — Uber's 3-year total shareholder return of +132.7% outperforms its disclosed compensation peer group median of +67.5% by +65.2 percentage points, which does not meet the 65-point threshold required to trigger TSR-based AGAINST votes for companies with strong positive returns, and all directors met the 75% meeting attendance threshold.
Say on Pay
✓ FORCEO
Dara Khosrowshahi
Total Comp
$35,595,826
Prior Support
N/A
CEO Dara Khosrowshahi received total compensation of approximately $35.6 million in 2025, which is elevated for a technology-sector CEO but reflects a compensation structure where 96% of his pay is variable and at risk — including performance stock awards tied to multi-year financial goals (gross bookings growth, adjusted EBITDA margin), safety improvement metrics, and a relative total shareholder return modifier — meaning the vast majority of his pay is genuinely contingent on outcomes shareholders care about. Uber's 3-year total shareholder return of +132.7% substantially outperforms its disclosed peer group median of +67.5%, confirming that above-benchmark incentive pay is aligned with strong shareholder outcomes. The company also maintains a robust clawback policy exceeding SEC and NYSE requirements, meaningful stock ownership guidelines (10x base salary for the CEO), and no prior-year say-on-pay vote result is available in the filing to suggest a prior shareholder concern requiring remediation.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a fee table with specific audit and non-audit fee figures in the provided text excerpt, so the non-audit fee ratio cannot be calculated and the ratio trigger cannot fire; PricewaterhouseCoopers LLP is a Big 4 firm fully appropriate for a company of Uber's scale and complexity, auditor tenure is not disclosed in the available text so the tenure trigger does not apply (policy requires confirmed data), and no material financial restatements attributable to audit failure are disclosed.
Overall Assessment
Uber's 2026 annual meeting ballot is largely clean — the company's strong 3-year total shareholder return of +132.7% versus a peer median of +67.5% means no director receives an AGAINST vote on performance grounds, the executive compensation program is heavily performance-linked and aligned with shareholder outcomes, and PricewaterhouseCoopers LLP is an appropriate auditor for a company of this scale. The principal governance concern on this ballot is overboarding: both CEO Dara Khosrowshahi (who sits on two outside public company boards) and director Nikesh Arora (who as CEO of Palo Alto Networks also sits on two outside public company boards) exceed the policy limit of one outside board for sitting CEOs, resulting in AGAINST votes for both despite board-approved exceptions.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing