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
Dr. Sugar passes all policy screens — he attended all required meetings, is independent, serves on only one other public company board (Apple), and Uber's 3-year stock return of +126.6% outperforms the XLK ETF by +34.9 percentage points, well below the 65-point threshold that would trigger an against vote; vote FOR.
Mr. Khosrowshahi is Uber's CEO and sits on two outside public company boards (Expedia Group and Grab Holdings), which exceeds the policy limit of one outside board seat for a sitting CEO; although the board has granted an exception citing Uber's equity stake in Grab, our policy does not recognize such exceptions because a sitting CEO's primary obligation is to his own company's shareholders.
Ms. Advaithi is CEO of Flex Ltd. and serves on only one outside public board (Uber), which is within the one-board limit for sitting CEOs; she attended all required meetings, is independent, serves on the Audit Committee with disclosed financial expertise, and Uber's strong 3-year TSR does not trigger a performance concern; vote FOR.
Mr. Arora is CEO of Palo Alto Networks and sits on two outside public company boards (Uber and Compagnie Financiere Richemont S.A.), which exceeds the policy limit of one outside board seat for a sitting CEO; while the board has granted an exception citing his cybersecurity expertise, our policy does not recognize such exceptions because a sitting CEO's primary fiduciary duty is to his own company's shareholders.
For Analysis
Mr. Alnowaiser joined the board in November 2023 (approximately 2.4 years ago), is independent, attended all required meetings, serves on two other public company boards (Lucid Group and Hapag-Lloyd) which is within the four-board limit for non-CEOs, and Uber's strong 3-year TSR does not trigger a performance concern.
Ms. Burns is independent, attended all required meetings, serves on two other public company boards (IHS Holding and TSMC) which is within the four-board limit, has tenure of 8.5 years with strong relevant experience, and Uber's 3-year TSR of +126.6% outperforms XLK by +34.9 percentage points, well below the 65-point trigger threshold.
Mr. Eckert is independent, attended all required meetings, serves on two other public company boards (Amgen and Levi Strauss) within the four-board limit, chairs the Compensation Committee with extensive executive compensation experience, and Uber's 3-year TSR does not trigger a performance concern.
Ms. Ginsberg is independent, attended all required meetings, serves on two other public company boards (ThredUp and Universal Music Group) within the four-board limit, brings relevant consumer and digital experience, and Uber's strong 3-year TSR does not trigger a performance concern.
Mr. Thain is independent, attended all required meetings, serves on one other public company board (Deutsche Bank) within the four-board limit, chairs the Audit Committee with deep financial expertise (former CEO of CIT Group, Merrill Lynch, and NYSE), and Uber's 3-year TSR does not trigger a performance concern.
Mr. Wynaendts is independent, attended all required meetings, serves on two other public company boards (Air France-KLM and Deutsche Bank supervisory board) within the four-board limit, brings strong financial and international regulatory experience, and Uber's 3-year TSR does not trigger a performance concern.
Eight of ten director nominees receive a FOR vote. Two nominees — CEO Dara Khosrowshahi and Compensation Committee member Nikesh Arora (CEO of Palo Alto Networks) — are flagged AGAINST solely on overboarding grounds: both are sitting CEOs who hold two outside public company board seats, exceeding the one-seat policy limit for sitting CEOs. The board has approved exceptions for both, but our policy does not recognize such exceptions. The remaining eight directors pass all policy screens; Uber's 3-year price return of +126.6% outperforms the XLK ETF benchmark by +34.9 percentage points, well below the 65-point trigger threshold for a strong-positive-TSR company, so no TSR-based against votes are warranted.
Say on Pay
✓ FORCEO
Dara Khosrowshahi
Total Comp
$35,595,826
Prior Support
N/A
CEO Dara Khosrowshahi's total reported compensation of approximately $35.6 million is elevated in absolute terms but is consistent with benchmarks for a CEO of a $150 billion large-cap technology platform that delivered five consecutive years of 20%+ gross bookings growth and a 3-year stock return of +126.6%; the pay program is heavily performance-oriented — 96% of CEO target pay is variable and at-risk, with over 77.5% tied to stock price and performance goals including relative total shareholder return, gross bookings growth, adjusted EBITDA margin, safety, and electrification metrics — meaning executives only earned above-target payouts by genuinely outperforming. The company maintains a robust clawback policy exceeding SEC and NYSE requirements, meaningful stock ownership guidelines (10x salary for the CEO), and has demonstrated responsiveness to shareholder feedback by adding new metrics such as adjusted EBITDA less stock compensation expense in response to investor input.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing excerpt provided does not include the auditor fee table or PwC tenure disclosure; per policy, when tenure cannot be confirmed the tenure trigger does not fire, and without fee data the non-audit fee ratio trigger cannot be evaluated — in both cases the policy defaults to FOR; PwC is a Big 4 firm fully appropriate for a $150 billion market cap technology company, so no adequacy concern exists.
Overall Assessment
The 2026 Uber annual meeting ballot is largely straightforward: eight of ten director nominees receive a FOR vote, with AGAINST votes on CEO Dara Khosrowshahi and Compensation Committee member Nikesh Arora solely because both are sitting CEOs who hold two outside public company board seats, exceeding the one-seat policy limit for sitting executives. The say-on-pay vote receives a FOR given Uber's strong performance track record, heavily at-risk CEO pay structure, and responsive governance, while the auditor ratification defaults to FOR in the absence of fee and tenure data needed to trigger any negative screens.