David Trujillo
Uber TechnologiesAbout David Trujillo
David Trujillo, age 49, has served on Uber’s Board since June 2017. He is a Partner at TPG Inc., sitting on TPG’s Executive Committee and board, and co/managing partner roles across TPG Growth, TTAD, and TDM, leading internet/digital media/communications investing; he previously invested at GTCR and led TPG’s historic investment in Uber in 2013 . The Board has determined Mr. Trujillo is independent under NYSE standards . Board tenure is ~7.8 years as of March 24, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Inc. | Partner; Exec Committee & Board Member; Co-MP TPG Growth; Co-MP TTAD; MP TDM; leads internet/digital media/communications PE | Joined 2006; >25 years as PE investor | Led historic investments (Airbnb, Astound Broadband, CAA, GMR, Spotify) |
| GTCR (Golder, Thoma, Cressey, Rauner) | Private equity investor (prior to TPG) | Prior to 2006 | Technology/high-growth investing experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| TPG Inc. | Director | Public | Board member of TPG Inc. |
| Calm; Creative Planning; DirecTV; Entertainment Partners; Homrich Berg; Initial Group; Ipsy; Musixmatch | Director | Private | Current director roles at non-public companies |
Board Governance
- Committees: Compensation Committee (member) and Nominating & Governance Committee (member) .
- Independence: Board determined Mr. Trujillo is independent under NYSE standards .
- Attendance & engagement: In 2024 the Board met 9x; Audit 6x; Compensation 6x; Nominating & Governance 4x; each director attended at least 75% of Board/committee meetings during their tenure, and all current directors attended the 2024 Annual Meeting .
- Executive sessions: Board held executive sessions without management in 2024 .
- Governance framework highlights: Independent Chair; fully independent key committees; majority voting; proxy access; clawback policy exceeding SEC/NYSE; prohibition on hedging/pledging by directors/employees .
Fixed Compensation
| Component | 2024 Structure | 2024 Actual (Trujillo) | 2025 Policy (Effective May 5, 2025) |
|---|---|---|---|
| Annual Cash Retainer | $50,000 | $50,000 (included in cash total) | $60,000 |
| Committee Member – Compensation | $15,000 | $15,000 (member) | $15,000 (member) |
| Committee Member – Nominating & Governance | $15,000 | $15,000 (member) | $15,000 (member) |
| Committee Chair Premiums | Audit $40,000; Comp $30,000; N&G $30,000 | None (not chair) | Same chair rates |
| Meeting Fees | None | — | None |
| Cash Total | — | $80,000 | Paid quarterly, pro-rated; U.S. directors may convert cash to vested RSUs |
Notes:
- RSU Conversion & Deferral Program: U.S.-based non-employee directors may elect to receive all/portion of cash retainers as vested RSUs, with deferral options; elections made before calendar year start .
Performance Compensation
- Uber does not disclose any performance-based metrics tied to non-employee director compensation; annual RSU grants are service-based with vesting aligned to the subsequent Annual Meeting . The Compensation Committee’s performance metrics described in the proxy apply to executives, not directors .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| TPG Inc. | Asset Management/PE | Director | Historical connection: Mr. Trujillo led TPG’s investment in Uber in 2013; Board still deems him independent under NYSE standards . |
| Multiple private companies (Calm, DirecTV, etc.) | Various | Director | No related-party transactions disclosed with Uber for these entities in cited filings . |
Expertise & Qualifications
- Financial and investment expertise from senior roles at TPG; deep experience in technology, high-growth consumer, and digital companies; led major investments (Airbnb, Spotify) .
- Selected for Uber Board based on leading TPG’s 2013 investment in Uber and sector experience .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Aggregate Shares Subject to Outstanding Stock Awards (#) | 3,782 | — |
| Portion of Outstanding Stock Awards that is Vested and Deferred (#) | — (none indicated) | — |
| Shares Beneficially Owned | — | — |
| % of Shares Outstanding | * (less than 1%) | * (less than 1%) |
Additional alignment policies:
- Stock ownership guidelines: Minimum ownership is 10x the annual cash retainer (excluding committee/chair retainers), expected to be met within five years and maintained thereafter; vested deferred RSUs count .
- Hedging/Pledging: Prohibited for directors .
Fixed vs Equity Compensation Details (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards (Grant-Date Fair Value) | $247,645 |
| Total | $327,645 |
| Annual RSU Grant – Grant Date | May 22, 2024; vests day prior to 2025 Annual Meeting |
| RSU Valuation Method | Based on average daily closing price in month prior to grant (April 2024 average $72.70) |
Committee Work
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation | Member | 6 meetings | Approves executive goals and pay; agreements and incentive plans; compensation-related risk; Clawback Policy administration; stock ownership guidelines review; human capital; director compensation; say-on-pay considerations . |
| Nominating & Governance | Member | 4 meetings | Governance framework; director recruiting/independence; Board/committee size and composition; annual evaluations; governance topics incl. electrification/waste reduction and political activities; shareholder proposals; outside board requests . |
Governance Assessment
- Strengths: Independent status; active roles on two key committees; Board/committee cadence and executive sessions signaling engagement; robust governance practices (independent chair, majority voting, proxy access, clawback, anti-hedging/pledging) .
- Alignment considerations: As of March 3, 2025, Mr. Trujillo reported no beneficial ownership; while RSUs were outstanding, they did not count toward beneficial ownership at that date (e.g., vesting within 60 days threshold); Uber’s director stock ownership guidelines expect 10x retainer within five years—actual compliance status is not disclosed, representing a potential alignment watch item for investors .
- Conflicts/related party exposure: Historical linkage to TPG’s investment in Uber; no Item 404 related-party transactions between Uber and TPG disclosed in the cited filings; Board affirms independence under NYSE rules . No hedging/pledging permitted, reducing misalignment risk .
- Compensation structure: Standard cash retainer plus equity RSUs; 2025 cash retainer increased to $60,000; ability to convert cash to vested RSUs and defer settlement supports long-term alignment, but absence of performance metrics for director pay is typical and disclosed .
Notes on Executive Compensation Context (Committee perspective)
- The Compensation Committee (including Mr. Trujillo) highlighted pay-for-performance for executives in 2024, with GAAP operating income milestones and Gross Bookings/Adjusted EBITDA growth; added AV-related goals to the 2025 annual bonus program—this illustrates committee engagement with strategic priorities, though these metrics apply to executives, not directors .