Uber Technologies, Inc. UBER

The Paycheck

The bar check. Profit bars rose honestly: margin targets of 2.75%, 3.95% and 4.65% against prior-year actuals of 1.48%, 2.94% and 3.98%. The growth bar did not: the only multi-year Gross Bookings target Uber ever published, 15.00% average growth for 2023 through 2025, was cleared in all three years.

The Track Record

Four straight years above target while Gross Bookings went from $115 billion to $193 billion and operating results from a $1.8 billion loss to $5.6 billion of profit. OPERATOR. The asterisk is in the second table: on operations alone those cycles scored 122.2% and 111.5%. The share price supplied the rest.

Pace. Ahead. First-half 2026 Gross Bookings grew 24.7% against the 19% that earned last year's 129% bonus, and Non-GAAP EPS grew 40%, to $1.53.

Market check. All three open cycles trail the S&P 500, as price return excluding dividends off the December average the plan uses. 2024 to 2026: +29.4% against +63.3%, behind 33.9 points. 2025 to 2027: +25.0% against +27.3%, behind 2.3. 2026 to 2028: minus 5.9% against +11.7%, behind 17.6 and negative outright, locking the multiplier at 1.0x.

Consensus check. The board hides its 2026 bars until the March 2027 proxy, so the only gradeable number is the street's $3.35 of 2026 Non-GAAP EPS across 28 analysts, which third-quarter guidance of $0.84 to $0.88 lands the year on: the market has already funded a target-level year.

The Payoff

Plan-max, as disclosed: $4.4 million of cash at the 200% bonus cap, stock at the 150% cap, and a 1.3x multiplier needing a rank at or above the 75th percentile of S&P 500 three-year returns, cleared at the 82nd and the 96th, not today. Expectations math, labeled as such: $79.29 is 23.7 times the street's $3.35 for 2026, and the street carries $5.52 for 2028, the cycle's last year. Hold 23.7 times constant and that is roughly $131 a share. The multiple is the reader's problem.

If this were our comp plan

Close Delivery Hero and let the acquired volume land inside Gross Bookings, 30% of our bonus and 45% of our stock, where the proxy grants M&A discretion only over the strategic goals; €14.2 billion of bridge debt buys metric credit organic execution would have to earn, and the owner carries the leverage either way. Observable: whether the quarter after closing restates prior-period bookings.

Settle the legal and regulatory reserves now, in bulk, because Non-GAAP EPS excludes them, so cash paid to make lawsuits disappear never touches the number that pays us. Observable: that reconciliation line, $141 million last quarter.

Lean on the $20 billion repurchase authorization, which retires the shares EPS divides by and supports the price the multiplier grades; diluted count already fell 3.6%, so most of a point of EPS growth was bought, not earned. Observable: buyback dollars against the $3.5 billion spent in the first half.

The Tell

Causal, with dates. In 2025 the profit leg of the 2023 stock cycle missed by 0.14 points, 4.51% against a 4.65% bar, roughly $266 million, and the 50% threshold turned that into a zero. In March 2026 the board deleted Adjusted EBITDA Margin from the stock plan and Adjusted EBITDA from the cash plan, switching the reported segment measure to Segment Operating Income the same quarter. The metric that produced the only zero is the one that got replaced. Supported, not proven. Correlation: two cycles, two maximum multipliers, both scorecards under the cap.

Who paid the bill. Shareholders, in shares: the 2023 cycle handed Khosrowshahi 389,041 on a grant of 268,480, and the $7 billion inaugural buyback kept the count from showing it.

The confession. In September 2025 Khosrowshahi sold 450,000 shares for about $43.7 million, averaging near $97, under a 10b5-1 plan. The stock is $79.29 now. Every other insider line is tax mechanics, shares withheld on vesting. The only discretionary buy is the new CFO's: Balaji Krishnamurthy bought 22,453 shares near $71.25 on 24 February 2026, eight days into the job.

The Verdict: Yellow-Green

Management has hit its bars four years running while genuinely building the business, and the 2026 rewrite tightens the plan by fixing every three-year target once. But the operating scorecard has never been enough alone, and the engine that finished the last two cycles is running backwards in all three open windows.

For two cycles Uber's board paid its CEO for a share price the market was handing him. The market stopped handing it over, and now we find out what the scorecard is worth by itself.

Sources: Uber DEF 14A filed 2026-03-23, 2025-03-24, 2024-03-25 and 2023-03-28; Form 10-K for 2025 and 2023; Form 10-Q for the quarter ended 2026-06-30; Form 8-K earnings release dated 2026-08-05; Forms 8-K dated 2026-02-04, 2026-05-11 and 2026-07-16; Forms 4 filed 2025-08-24 through 2026-08-19. All SEC filings verified against issuer name and CIK 1543151 before parsing. Price $79.29 and analyst consensus from Financial Modeling Prep, 2026-08-24. Derived figures labeled as computed. Not investment advice; no position disclosed. The moves in "If this were our comp plan" are graded quarterly at each earnings release and never silently rewritten.