Mac Macdonald
Uber TechnologiesAbout Mac Macdonald
Andrew “Mac” Macdonald (age 41) was appointed President & Chief Operating Officer of Uber on June 2, 2025, after joining Uber in 2012 and serving as SVP, Mobility & Business Operations since 2019; he now oversees global Mobility, Delivery, Autonomous, membership, customer support, and safety, reporting to the CEO . Company performance context under his leadership remit: Q3 2025 revenue rose 20% YoY to $13.47B, Adjusted EBITDA increased 33% to $2.26B, trips grew 22%, and net income benefitted from a tax valuation release and investment revaluations . Uber’s pay-versus-performance disclosure shows a five-year link to TSR and operating outcomes, with 2024 gross bookings at ~$162.8B and net income $9.86B, reinforcing the pay-for-performance program that executives participate in across financial and strategic metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Uber Technologies, Inc. | Senior Vice President, Mobility & Business Operations | 2019–2025 | Scaled Mobility, led platform engagement and autonomous strategy; previously launched Toronto operations in 2012 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in SEC filings | — | — | The June 2, 2025 8‑K did not disclose external board or executive roles for Mr. Macdonald . |
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base salary | Not disclosed | No base salary or target bonus percentages were provided in the June 2, 2025 8‑K . |
| Target cash bonus % | Not disclosed | Uber’s Annual Cash Bonus Plan applies company-wide to NEOs and senior executives, but Macdonald-specific targets were not disclosed . |
Performance Compensation
| Item | Detail | Terms |
|---|---|---|
| Promotion equity award | $5,000,000 RSU award | “Subject to time-based and performance-based vesting conditions,” granted in connection with promotion to President & COO (June 2, 2025) . |
| PRSU program metrics (company program) | Financial: Adjusted EBITDA Margin (40%), Gross Bookings Growth (40); Strategic: electrification, waste reduction, safety (20); rTSR modifier | Three-year performance period; PRSUs capped at 150% payout; rTSR uses S&P 500 comparison and caps upward adjustment if absolute TSR is negative . |
| Annual cash bonus plan (company program) | 60% financial (Gross Bookings, Adjusted EBITDA, Adjusted EBITDA less SBC); 40% strategic/operational priorities | 2024 company plan paid 143.91% to NEOs; 2025 adds goals related to AVs and insurance savings; individual modifiers 50%–150%, capped at 200% . |
Company performance context (Q3 2025 vs Q3 2024)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($USD Millions) | 11,188 | 13,467 |
| Adjusted EBITDA ($USD Millions) | 1,690 | 2,256 |
| Net income attributable to Uber ($USD Millions) | 2,612 | 6,626 |
| Trips (Millions) | 2,868 | 3,512 |
| Gross Bookings ($USD Millions) | 40,973 | 49,740 |
| Net cash from operations ($USD Millions) | 2,151 | 2,328 |
| Free cash flow ($USD Millions) | 2,109 | 2,230 |
Equity Ownership & Alignment
| Topic | Detail | Implications |
|---|---|---|
| 10b5‑1 trading plan | Adopted September 8, 2025, provides for potential exercise of vested options and sale of up to 125,000 shares between Dec 24, 2025 and Jan 27, 2026 . | Windowed, rule‑based sales reduce informational concerns but create defined selling pressure in late Dec–Jan. |
| Stock ownership guidelines | Executive officers must hold stock equal to 3x base salary; CEO 10x; retention requirements apply if not in compliance . | Aligns incentives; encourages holding post‑vesting shares. |
| Hedging/pledging | Uber prohibits hedging and pledging by employees and directors . | Reduces misalignment and leverage risk; pledging red flags mitigated. |
| Clawbacks | Robust policy exceeding SEC/NYSE: mandatory recovery upon restatement; discretionary recovery for misconduct or covenant breaches for equity and cash awards . | Strengthens accountability; deters excessive risk taking. |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | President & COO effective June 2, 2025; responsibilities include global Mobility, Delivery, Autonomous, membership, support, safety; reports to CEO . |
| Compensation arrangement | $5,000,000 RSU award with time‑based and performance‑based vesting; no additional arrangements disclosed . |
| Severance/change‑of‑control (company plan) | Executive Severance Plan: upon qualifying termination (non‑CIC), lump sum of 12 months salary + target bonus + 12 months medical/dental premiums; 12 months additional vesting for time‑based awards; prorated vesting for performance awards at lesser of target or actual as of last quarter end . In CIC period (3 months before to 12 months after), time‑based awards fully vest; performance awards use actual achievement; no single‑trigger acceleration; no excise tax gross‑ups . |
| Non‑compete / non‑solicit | Not disclosed in filings reviewed for Mr. Macdonald. |
| Insiders & related parties | 8‑K states no related‑party arrangements or family relationships associated with his appointment . |
Performance Compensation – Detailed Metrics and Weighting (Company Program Reference)
| Component | Metric | Weight | Notes |
|---|---|---|---|
| Annual Cash Bonus (financial) | Gross Bookings | 20% | Company target/payout certified by Compensation Committee . |
| Annual Cash Bonus (financial) | Adjusted EBITDA | 20% | 2024 plan included, payout for NEOs at 143.91% aggregate . |
| Annual Cash Bonus (financial) | Adjusted EBITDA less SBC | 20% | Reflects stockholder feedback on SBC discipline . |
| Annual Cash Bonus (strategic) | 4 operational priorities (e.g., safety, membership, driver/courier experience) | 40% | 10% each; 2025 adds AV and insurance savings goals . |
| PRSU (financial) | Adjusted EBITDA Margin | 40% | Annual targets over the 3‑year period . |
| PRSU (financial) | Gross Bookings Growth | 40% | 3‑year average against preset targets . |
| PRSU (strategic) | Electrification & waste reduction, safety | 20% | Global EV miles %, Scope 1/2 reductions; global safety incident reductions . |
| PRSU modifier | rTSR vs S&P 500 | ±30% | 0.7x at/below 25th, 1.0x at 50th, 1.3x at/above 75th; capped at 150% overall; no upward mod if absolute TSR negative . |
Investment Implications
- Compensation alignment: Macdonald’s $5M promotion award is tied to both time‑based and performance‑based vesting and sits within Uber’s broader framework emphasizing Adjusted EBITDA Margin, Gross Bookings Growth, and strategic goals (electrification, safety), with robust rTSR governance and payout caps—favorable for long‑term value creation .
- Insider selling pressure: A 10b5‑1 plan schedules potential option exercises and sales of up to 125,000 shares from Dec 24, 2025 to Jan 27, 2026, creating a defined window of supply; pre‑arranged design mitigates informational concerns but may weigh on short‑term price/flow .
- Governance and retention: Prohibitions on hedging/pledging, strict ownership guidelines, and enhanced clawbacks reduce red‑flag risks and strengthen pay‑for‑performance; severance plan terms limit single‑trigger acceleration and excise tax gross‑ups, aligning with investor best practices .
- Execution risk: With platform‑wide remit (Mobility, Delivery, Autonomous), and strong 2025 operating momentum (revenue/EBITDA/trips growth), Macdonald’s track record reduces execution risk, but sector dynamics and regulatory/insurance cost variability (noted in filings) remain ongoing considerations for incentive attainment and margin delivery .