Tony West
Uber TechnologiesAbout Tony West
Tony West (age 59) is Senior Vice President, Chief Legal Officer, and Corporate Secretary of Uber since November 2017; previously EVP, General Counsel and Corporate Secretary at PepsiCo, and Associate Attorney General of the United States, with earlier DOJ and private practice roles; he joined the BXP board in May 2023 and serves on its compensation committee . Uber’s operating performance in 2024 featured 21% YoY Gross Bookings growth and 60% Adjusted EBITDA growth, alongside surpassing $1B quarterly GAAP operating income in Q3 2024 ; a $100 fixed investment since 2019 was worth $202.82 in 2024 and net income reached $9,856 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo, Inc. | EVP, Government Affairs; General Counsel & Corporate Secretary | 2014–2017 | Led global legal and regulatory strategy at a large consumer company |
| U.S. Department of Justice | Associate Attorney General | 2012–2014 | Oversaw civil litigation and policy across DOJ divisions |
| U.S. Department of Justice | Assistant Attorney General, Civil Division | 2009–2012 | Managed federal civil enforcement and defense |
| Morrison & Foerster LLP | Partner | 2001–2009 | Complex litigation and advisory for corporate clients |
| California DOJ | Special Assistant Attorney General | 1999–2001 | State-level legal strategy and enforcement |
| U.S. Attorney’s Office, N.D. Cal. | Assistant U.S. Attorney | (not dated) | Federal prosecutions and trial experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BXP | Director; Compensation Committee member | Since May 2023 | Public company board service adds governance expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary rate ($) | — | $800,000 | $800,000 |
| Target bonus ($) | — | $1,600,000 (200% of base) | $1,600,000 (200% of base) |
| Summary Compensation (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $800,000 | $800,000 | $618,182 (prorated for unpaid leave 8/17–11/10/24) |
| Stock awards (grant-date fair value) | $7,461,678 | $7,015,711 | $10,298,478 |
| Option awards | — | — | — |
| Non‑equity incentive plan (annual bonus paid) | $2,349,760 | $2,539,840 | $1,761,521 (prorated) |
| All other compensation | — | $9,995 | $10,188 |
| Total | $10,611,438 | $10,365,547 | $12,688,370 |
Performance Compensation
| 2024 Annual Cash Bonus Plan | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Financial goals | Gross Bookings | 20% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Financial goals | Adjusted EBITDA | 20% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Financial goals | Adjusted EBITDA less SBC | 20% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Strategic/operational | Electrification progress | 10% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Strategic/operational | Safety improvements | 10% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Strategic/operational | Membership expansion (Uber One) | 10% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Strategic/operational | Driver & Courier experience | 10% | Not disclosed | Not disclosed | Included in aggregate payout | Paid after year-end |
| Company performance result | Overall | — | — | — | 143.91% for all NEOs | Paid; no individual modifier applied (100%) |
| 2024 Equity Grants (Tony West) | Grant Date | Instrument | Units/Structure | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual RSUs | 3/1/2024 | Time-based RSUs | 71,674 units | $5,807,744 | 1/48 monthly; continuous service required |
| Annual PRSUs | 3/1/2024 | Performance RSUs | Target 26,280; Threshold 13,139; Max 39,420 | $2,489,242 | Cliff after 3-year period; metrics + rTSR modifier |
| Annual Cash Incentive target | 2/14/2024 | Cash bonus | Target $1,600,000 | — | Payout per plan |
| 2024 PRSU Program Structure | Metric | Weighting | Measurement | rTSR Modifier | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 40% | Annual targets over 2024–2026 | S&P 500 rTSR modifier: 0.7x ≤25th pct; 1.0x at 50th; 1.3x ≥75th; capped if absolute TSR negative | 3-year rTSR applied to total | |
| Gross Bookings Growth | 40% | 3-year average vs pre-set target | As above | 3-year rTSR applied | |
| Strategic goals | 20% | Electrification & waste reduction; safety | As above | Cliff vest at end of period | |
| Vesting date | — | — | — | — | 3/16/2027 for 2024 cycle |
| 2022 PRSU Results (vested 3/16/2025) | Metric | Weighting | Target | Result | Weighted Score |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin (2022/2023/2024) | 40% | Annual goals | 138.9% achieved | 55.5% weighted | |
| Gross Bookings Growth (3-year avg) | 40% | 20% | 21.72% | 51.48% weighted | |
| Diversity, Equity & Inclusion | 10% | Two sub-metrics | 79.57% | 7.96% weighted | |
| Safety improvement | 10% | Two sub-metrics | 72.50% | 7.25% weighted | |
| Financial + Strategic subtotal | — | — | — | 122.2% | — |
| rTSR modifier | — | — | 50th pct target | 82nd pct (×1.3) | Capped at 150% payout |
| Tony West PRSUs (shares) | Granted | Vested | — | — | 73,746 granted; 110,619 vested |
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/3/2025) | Shares | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Tony West | 565,713 | <1% | 137,645 common; 128,068 RSUs vesting within 60 days; 300,000 options exercisable within 60 days |
| Outstanding Equity (12/31/2024) | Type | Count | Terms |
|---|---|---|---|
| RSUs (2021) | Time-based | 3,639 | 1/48 monthly |
| RSUs (2022) | Time-based | 46,091 | 1/48 monthly |
| RSUs (2023) | Time-based | 78,580 | 1/48 monthly |
| RSUs (2024) | Time-based | 58,235 | 1/48 monthly |
| PRSUs (2023 cycle) | Performance | 60,535 (unearned as of 12/31/24) | Vests 3/16/2026, subject to performance + rTSR |
| PRSUs (2024 cycle) | Performance | 26,280 (target, unearned) | Vests 3/16/2027, subject to performance + rTSR |
| Stock options (legacy) | Options | 300,000 | Strike $33.65; exp. 3/20/2028; in-the-money vs $60.32 close on 12/31/24 |
- Stock ownership guidelines: executives (non-CEO) must hold 3× base salary; all executives were compliant as of the 2024 measurement date .
- Hedging/pledging: prohibited for employees and directors under the insider trading policy .
- Stock retention: if below guideline, must retain 50% of vested shares until compliant .
Employment Terms
| Executive Severance Plan (adopted June 2023) | Outside CIC Period | CIC Period (3 months before to 12 months after CIC) |
|---|---|---|
| Cash severance | Lump sum: 12 months salary + target annual bonus + 12 months medical/dental premiums (CEO has higher multiples) | Same cash as outside CIC (CEO receives 24 months medical/dental) |
| Time-based equity | 12 months of additional vesting post-termination | Full acceleration (time-based conditions lapse) |
| Performance equity | Pro-rata based on completed months + 6 months; performance at lesser of target or actual YTD prior quarter | Pro-rata; performance at actual achievement on termination date; no single-trigger acceleration |
| Tax gross-ups | None for 280G/4999 or 409A |
| Potential Payments to Tony West (illustrative at 12/31/2024 prices) | Salary | Bonus | Continued Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Involuntary termination (non‑CIC) | $800,000 | $1,600,000 | $18,850 | $16,359,809 | $18,778,659 |
| Involuntary termination (CIC period) | $800,000 | $1,600,000 | $18,850 | $23,619,502 | $26,038,352 |
- Unpaid leave of absence: August 17, 2024 through November 10, 2024; base salary and annual bonus were prorated accordingly .
- Clawback policy: mandatory recovery for restatements; discretionary recovery for misconduct or material breaches; exceeds SEC/NYSE minimums .
Compensation Structure Notes
- Pay-for-performance: Annual bonus linked to financial and operational goals; PRSUs tied to Adjusted EBITDA Margin, Gross Bookings Growth, strategic goals, and rTSR; payouts capped (cash at 200%, PRSUs at 150%) .
- Mix shift: Tony West receives RSUs and PRSUs; options are reserved for the CEO; his equity mix emphasizes long-term performance versus time-based vesting .
- Peer group: Technology and consumer-facing comparators (e.g., Airbnb, DoorDash, Lyft, Amazon, Meta, Salesforce); Committee does not target specific percentiles .
- Say‑on‑pay: ~92% average approval over the past four years, reflecting stockholder support for the program .
Investment Implications
- Alignment: Compensation tightens to Uber’s value drivers (Gross Bookings, Adjusted EBITDA, safety, electrification) and relative TSR, with robust clawbacks and ownership guidelines; hedging/pledging is prohibited, reducing misalignment risk .
- Supply overhang: Significant PRSU vest events occurred (2022 cycle: 110,619 shares for West on 3/16/2025) and are scheduled (2023 on 3/16/2026; 2024 on 3/16/2027), potentially introducing episodic insider selling pressure around vest dates; RSUs vest monthly, smoothing supply but maintaining ongoing flow .
- Retention and change‑of‑control: Double‑trigger equity acceleration and cash severance provide retention value without single‑trigger windfalls; quantified severance shows meaningful protection but not excessive (no 280G gross‑ups), limiting governance red flags .
- Execution risk: 2024 bonus payout (143.91%) indicates strong operational execution, and the PRSU design puts future payouts at risk if performance or rTSR falters; Tony’s individual 2024 goals focused on regulatory outcomes, governance, and enterprise risk management—areas highly relevant to Uber’s regulatory exposure .