Ronald Sugar
Uber TechnologiesAbout Ronald Sugar
Ronald Sugar, age 76, is Uber’s Independent Chairperson of the Board (director since July 2018; board tenure 6.7 years). He chairs the Nominating & Governance Committee and serves on the Compensation Committee. Prior roles include Chairman and CEO of Northrop Grumman, President & COO of Litton Industries, and CFO of TRW. He currently also serves on Apple’s board and is a member of the National Academy of Engineering; qualifications cited include financial expertise, government/regulatory experience, and global company leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman | Chairman & CEO | 2003–2010 | Led global aerospace/defense; innovation/technology and high‑growth experience |
| Northrop Grumman | President & COO | 2001–2003 | Executive leadership across operations |
| Litton Industries | President & COO | 2000–2001 | Transition leadership prior to acquisition by Northrop |
| TRW Inc. | Chief Financial Officer | Not disclosed | Financial expertise; complex corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apple Inc. | Director | Current | Other public company board; consumer/digital experience |
| Amgen, Inc. | Director | 2010–2024 | Prior public board |
| Chevron Corporation | Director | 2005–2023 | Prior public board |
| Air Lease Corporation | Director | 2010–2020 | Prior public board |
| Ares Management LLC | Adviser | Current | Advisory role |
| Bain & Company | Adviser | Current | Advisory role |
| Temasek (Singapore) | Adviser | Former | Advisory role |
| University of Southern California | Trustee | Current | Non‑profit governance |
| UCLA Anderson School of Management | Board of Visitors member | Current | Academic governance |
| Aerospace Industries Association | Past Chairman | Prior | Industry association leadership |
| National Academy of Engineering | Member | Current | Professional recognition |
Board Governance
- Independent Chairperson (roles of Chair and CEO separated; Chair must be independent); Sugar provides independent leadership and acts as liaison to management .
- Committee memberships: Nominating & Governance (Chair); Compensation .
- Independence: Board determined Sugar is independent under NYSE standards .
- Attendance and engagement: In 2024, Board met 9 times; Audit 6; Compensation 6; Nominating & Governance 4; each director attended at least 75% of meetings; all current directors attended the 2024 Annual Meeting; non‑management executive sessions were held in 2024 .
- Oversight areas: Nominating & Governance oversees electrification and waste reduction strategy; Board oversees AI, AVs, cybersecurity, safety, and regulatory environment (with committee briefings) .
- Stock ownership guidelines and trading policy: Directors required to hold Uber stock valued at 10x annual cash retainer; prohibition on hedging and pledging applies to directors .
Fixed Compensation
| Component | 2024 Amount ($) | Detail/Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Director Compensation Policy |
| Independent Chair additional cash retainer | 200,000 | Role-based retainer |
| Nominating & Governance Committee Chair fee | 30,000 | Committee chair fee (N&G) |
| Compensation Committee member fee (non-chair) | 15,000 | Committee member fee |
| Cash subtotal (matches reported fees earned) | 295,000 | Sugar’s 2024 fees earned |
| Annual RSU grant (policy value) | 275,000 | Granted at 2024 Annual Meeting; vests day prior to 2025 Annual Meeting |
| RSU grant shares (approximate) | 3,782 | Based on $275k / $72.70 April 2024 avg price; also shown as outstanding RSUs |
| RSU grant fair value (reported) | 270,451 | Grant date fair value accounting |
| Total 2024 director compensation | 565,451 | Cash + stock awards reported |
Performance Compensation
| Metric | Applies to non-employee directors? | Notes |
|---|---|---|
| Performance-based equity (e.g., PRSUs, TSR modifiers) | No | Uber’s director equity is time-based RSUs; no performance metrics or meeting fees for directors . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Apple Inc. | Director | Large consumer-tech ecosystem participant; no related‑party transactions disclosed involving Sugar; hedging/pledging prohibited . |
| Chevron Corporation (prior) | Director | Prior energy sector ties; no current RPT disclosed . |
| Amgen, Air Lease (prior) | Director | Prior boards; no current RPT disclosed . |
Expertise & Qualifications
- Financial expertise and prior CFO experience; extensive global company leadership, innovation/technology, and government/regulatory experience cited as selection rationale .
- Recognitions and affiliations: National Academy of Engineering; trustee and academic board roles indicating governance experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 228,127 (20,100 shares held directly; 208,027 held by The Sugar Family Trust) . |
| Ownership % of shares outstanding | <1% (2,091,789,117 shares outstanding) . |
| RSUs outstanding (director grant) | 3,782; portion vested and deferred: none . |
| Hedging/pledging | Prohibited for directors . |
| Stock ownership guidelines | Non-employee directors: 10x annual cash retainer; all directors in compliance as of measurement date . |
Governance Assessment
- Board effectiveness and independence: Sugar serves as Independent Chair with direct oversight of governance, succession, and director evaluations; maintained quarterly committee cadence; board and committee annual evaluations completed in Feb 2025 with satisfactory performance and re-nomination decisions .
- Alignment and incentives: Director pay is balanced with cash plus time-based RSUs; no meeting fees; robust stock ownership and clawback frameworks; hedging/pledging prohibited, supporting long‑term alignment and investor confidence .
- Engagement and attendance: At least 75% attendance for all directors; executive sessions held; independent chair facilitates stockholder engagement (Sugar signed the letter to stockholders) .
- Related-party risk: No related-party transactions disclosed involving Sugar; Uber’s related-person transactions require Audit Committee approval; Section 16 compliance noted, with late filings only for another director (Ginsberg) due to third‑party oversight .
- Potential conflicts: Apple board service is notable but no disclosed conflicts or transactions; director commitments reviewed annually and deemed not impairing effectiveness; Uber prohibits hedging/pledging and enforces ownership guidelines .
RED FLAGS
- None disclosed specific to Sugar: no late Section 16 filings, no related-party transactions, and no hedging/pledging. Apple board service could be perceived as an ecosystem interlock, but no transactions or conflicts are disclosed, and committee oversight of independence is explicit .