John Thain
Uber TechnologiesAbout John Thain
John Thain (age 69) has served as an independent director of Uber since October 2017 and is the Audit Committee Chair. He is Founding Partner and Chairman of Pine Island Capital Partners LLC and previously was Chairman and CEO of CIT Group, CEO and Chair of NYSE/NYSE Euronext, President of Global Banking, Securities and Wealth Management at Bank of America, Chairman and CEO of Merrill Lynch, and President/Co‑COO and CFO at Goldman Sachs. He currently serves on the Supervisory Board of Deutsche Bank AG, bringing deep financial, regulatory, and global leadership expertise to Uber’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIT Group | Chairman & CEO | 2010–2016 | Led major financial institution; extensive financial and regulatory oversight |
| Bank of America | President, Global Banking, Securities & Wealth Mgmt | 2009 | Financial and risk leadership in global banking |
| Merrill Lynch & Co., Inc. | Chairman & CEO | Dec 2007–Jan 2009 | Crisis leadership; market, regulatory interface |
| NYSE Euronext, Inc. | CEO & Director | 2006–2007 | Exchange operations & regulatory navigation post-merger |
| New York Stock Exchange | CEO & Director | 2004–2007 | Market infrastructure leadership |
| Goldman Sachs Group Inc. | President & Co‑COO; CFO; Head of Ops/Tech/Finance; Co‑CEO Europe | 1994–2004 | Top-tier financial executive roles; controls and operations oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pine Island Capital Partners LLC | Founding Partner; Chairman | Since 2017 | Private investment firm leadership |
| Deutsche Bank AG | Supervisory Board Member | Current | Interlock with Alexander Wynaendts (DB Supervisory Board Chairman) |
| Goldman Sachs Group Inc. | Director (prior) | 1998–2004 | Prior public board service |
Board Governance
- Independence: Uber’s Board determined Thain is independent under NYSE standards .
- Committee assignments: Audit Committee Chair; committee members all qualify as “Audit Committee financial expert”; Audit meets at least quarterly .
- Audit oversight scope: Financial reporting, internal controls, auditor engagement, risk management, fraud prevention; cybersecurity and privacy risk oversight via regular CISO reports; AV-related briefings to Audit and Board; ethics & compliance oversight with quarterly reports from Chief Ethics, Compliance & Security Officer .
- Attendance and engagement: In 2024, Board met 9 times; Audit met 6 times; each director attended ≥75% of meetings of the Board and committees on which they served; all current directors attended the 2024 Annual Meeting; Board held executive sessions without management .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $0 | Elected to receive all cash retainers in vested RSUs under the RSU Conversion & Deferral Program |
| Stock Awards (RSUs) | $361,554 | Includes annual director RSU grant and quarterly RSUs from cash-to-RSU election; grant-date fair value per FASB ASC 718; 30-day average price used for share conversion |
| Total | $361,554 | Sum of FY2024 director compensation |
Director compensation policy elements (2024):
- Annual cash retainer $50,000; Audit Chair retainer $40,000; Annual RSU grant $275,000; non-chair Audit member retainer $20,000; no meeting fees .
Performance Compensation
| Item | Status |
|---|---|
| Performance-based director pay (PSUs/options) | Not used; director equity compensation is time-based RSUs only |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Potential Interlock/Notes |
|---|---|---|---|
| Deutsche Bank AG | Supervisory Board Member | — | Interlock with Alexander Wynaendts (DB Supervisory Board Chairman, also an Uber director); may enhance information flow; no specific conflict disclosed |
Expertise & Qualifications
- Financial expertise and literacy; designated Audit Committee financial expert .
- Global company leadership; extensive CEO experience in financial services and market infrastructure .
- Government, policy, and regulatory experience from leading regulated institutions and exchanges .
- Technology/operations exposure through Goldman Sachs Ops/Tech leadership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 177,527 shares | <1% of shares outstanding |
| Director RSUs outstanding | 3,782 shares | No vested RSUs deferred for Thain |
| Ownership guidelines | 10x annual cash retainer for directors | All directors in compliance as of 2024 measurement date |
| Hedging/pledging | Prohibited for directors/employees | Per Insider Trading Policy |
Governance Assessment
- Strengths: Independent Audit Chair; recognized financial expert; strong governance practices (independent chair, majority voting, quarterly committee meetings, clawback, ownership guidelines) .
- Attendance/engagement: Meets minimum attendance; participates in a Board with robust meeting cadence and executive sessions .
- Alignment: Elected to take retainers in RSUs, increasing equity alignment; meets stringent stock ownership guideline (10x retainer) .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Thain; interlock with Wynaendts at Deutsche Bank noted but no specific conflict identified. Related party transactions require Audit Committee approval under formal policy .
- Risk indicators: Hedging/pledging banned; Section 16 compliance clean for 2024 except one late filing by another director (not Thain) .
Overall implication for investors: Thain’s long-tenured, finance-heavy background and role as Audit Chair support board effectiveness in financial oversight, risk, and compliance. His RSU elections and guideline compliance indicate alignment; no direct conflicts disclosed, though external interlock with DB warrants standard monitoring for information flow and time commitments, which the Nominating & Governance Committee reviews annually and found compliant in early 2025 .