Amanda Ginsberg
Uber TechnologiesAbout Amanda Ginsberg
Amanda Ginsberg, age 55, has served as an independent director of Uber since February 2020 and is a member of the Compensation Committee. She is an Operating Partner at Advent International and the former CEO of Match Group, bringing deep consumer/digital and high‑growth operating experience to Uber’s board. Her independence is affirmed under NYSE standards, and her core credentials include CEO roles at Match Group and The Princeton Review and board roles at ThredUp and Universal Music Group.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Match Group, Inc. | Chief Executive Officer | 2017–2020 | Led global consumer internet platform growth and performance initiatives |
| Match Group Americas | CEO, Americas | 2015–2017 | Oversaw Match U.S., Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito; North & South America expansion |
| The Princeton Review | Chief Executive Officer | 2014–2015 | Expanded into online services (tutoring, college counseling) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International, L.P. | Operating Partner | 2022–present | Private equity operating leadership, portfolio advisory |
| ThredUp Inc. | Director | Current | Board oversight at digital resale platform |
| Universal Music Group N.V. | Director | Current | Board oversight at global music company |
| Care.com | Director | 2012–2014 | Board service at online caregiving marketplace |
| J.C. Penney | Director | 2015–2020 | Board oversight at retail company |
| Match Group, Inc. | Director | 2017–2020 | Board service during CEO tenure |
| Z‑Work Acquisition Corp | Director | 2020–2022 | SPAC board service |
Board Governance
- Committee assignments: Compensation Committee member (not Chair).
- Independence: Board determined Ms. Ginsberg is independent per NYSE standards.
- Attendance and engagement: In 2024 the Board met 9 times; Compensation Committee met 6 times; all directors attended at least 75% of meetings held during their tenure; all current directors attended the 2024 Annual Meeting.
- Executive sessions: Board held sessions without management in 2024.
- Compensation Committee responsibilities include approving executive goals/compensation, overseeing clawbacks, stock ownership guidelines, human capital, and director compensation; Ms. Ginsberg also signed the Compensation Committee’s 2024 letter.
| Body | Meetings in 2024 | Attendance Expectation | Notes |
|---|---|---|---|
| Board of Directors | 9 | ≥75% for each director; all current directors attended 2024 AGM | Executive sessions held without management |
| Compensation Committee | 6 | ≥75% for each member | Member: Amanda Ginsberg (not Chair) |
Fixed Compensation
| Component (Director Policy 2024) | Amount (USD) |
|---|---|
| Cash Retainer (all directors) | $50,000 |
| Annual RSU Grant (all directors) | $275,000 |
| Compensation Committee member (non‑chair) | $15,000 |
| Compensation Committee Chair | $30,000 |
| Audit Committee member (non‑chair) | $20,000 |
| Nominating & Governance member (non‑chair) | $15,000 |
| Independent Chair of the Board (additional cash retainer) | $200,000 |
| Amanda Ginsberg — Fiscal 2024 Director Compensation | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $65,000 |
| Stock Awards (grant‑date fair value) | $270,451 |
| Total | $335,451 |
- No meeting fees; directors may elect to receive cash retainers in vested RSUs and can defer RSU settlement per program terms.
Performance Compensation
| Equity Structure (Directors) | Detail |
|---|---|
| RSU type | Time‑based RSUs; no performance metrics attached |
| Annual grant timing | Granted on date of Annual Meeting (2024 grants on 2024 AGM date; Mr. Trujillo’s grant 5/22/24) |
| Vesting | Vests the day prior to the next Annual Meeting (e.g., 2024 grant vests day before 2025 AGM) |
| RSU Conversion & Deferral | U.S. directors may convert cash retainer to vested RSUs and elect deferral of settlement (single or 3 installments; election generally made before the start of the calendar year) |
Observation: Director pay is heavily equity‑weighted and time‑based; unlike NEOs, director equity is not tied to operational/financial metrics, reinforcing alignment via ownership and retention rather than performance hurdles.
Other Directorships & Interlocks
| Company | Relationship to Uber | Potential Interlock/Conflict Indicator |
|---|---|---|
| ThredUp Inc. | Unrelated consumer resale | None disclosed |
| Universal Music Group N.V. | Unrelated music industry | None disclosed |
| Advent International (Operating Partner) | PE sponsor; general market participant | No related‑party transactions with Uber disclosed; related‑party transactions require Audit Committee approval per policy |
Expertise & Qualifications
- Extensive operational leadership as CEO in consumer internet and education technology; deep consumer/digital experience; innovation/high‑growth scaling.
- Global company leadership and board experience across multiple sectors.
Equity Ownership
| Metric | Value | As‑of Date |
|---|---|---|
| Beneficially owned shares (Amanda Ginsberg) | 17,411 | March 3, 2025 |
| % of shares outstanding | * (less than 1%) | March 3, 2025 |
| Shares outstanding (Uber) | 2,091,789,117 | March 3, 2025 |
| Outstanding Stock Awards (Amanda Ginsberg) | Count |
|---|---|
| Aggregate shares subject to outstanding stock awards (RSUs) | 21,034 |
| Portion of outstanding stock awards that is vested and deferred | 17,252 |
- Stock ownership guidelines apply to directors; Uber prohibits hedging and pledging of Uber stock by directors/employees.
Insider Trades
| Date/Period | Filing/Form | Transaction Summary | Notes |
|---|---|---|---|
| 2024 (reporting year) | Form 4 (late filing) | Liquidating distribution from Coatue Opportunity Fund I LP (passive limited partner) | Filing late due to third‑party administrative oversight |
| Various dates in 2022 | — (late reports of ten purchases) | Ten purchases of securities | Late due to third‑party administrative oversight |
Governance Assessment
- Strengths: Independent director with Compensation Committee seat; strong attendance culture (≥75% for all directors; regular committee cadence); equity‑heavy director pay and RSU deferral program support ownership alignment; prohibitions on hedging/pledging and stock ownership guidelines further align interests.
- Committee effectiveness: Compensation Committee uses an independent consultant (Semler Brossy), maintains clawback policy exceeding SEC/NYSE, reviews ownership guideline compliance, and engages year‑round with shareholders on pay design.
- Shareholder signals: Say‑on‑Pay support averaged ~92% over the past four years, indicating broad shareholder confidence in compensation governance.
- Potential risks/RED FLAGS:
- Late Section 16 reports: One late Form 4 and late reporting of ten 2022 purchases due to third‑party administrative oversight; low‑severity but noted for compliance tracking.
- External commitments: Multiple external board roles; however, the Nominating & Governance Committee’s 2025 review found no impairment of director effectiveness and confirmed compliance with numerical limits (exceptions only for CEO, not applicable to Ms. Ginsberg).
- Related‑party transactions: Any such transactions require Audit Committee approval; no related‑party transactions involving Ms. Ginsberg are disclosed in the proxy beyond standard director compensation.
Overall Implications
- Ms. Ginsberg’s background in scaling consumer digital platforms and role on the Compensation Committee support board oversight of human capital and pay‑for‑performance design, which is a positive for investor confidence.
- The late filing note is a minor governance blemish but mitigated by the stated third‑party administrative cause and broader compliance controls.