Slide 1: Why Lyft's Capital Allocation & Governance Issues Necessitate the Election of Two New Board Members
Why Lyft’s Capital Allocation & Governance Issues Necessitate the Election of Two New, Experienced Board Members April 2025 VOTE THE BLUE PROXY
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF ENGINE CAPITAL L.P. AND ITS AFFILIATES (COLLECTIVELY, “ENGINE CAPITAL” OR “ENGINE”) AS OF THE DATE HEREOF. ENGINE CAPITAL RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF
Slide 3: Table of Contents
Table of Contents Pg. 4 Pg. 10. Pg. 13 Pg. 21 Executive Summary Disappointing Corporate Governance Poor Capital Allocation Shareholder Returns Failures Pg. 27 The Path to Enhanced Value Creation at Lyft
Slide 4: Executive Summary
EXECUTIVE SUMMARY
Slide 5: Engine Has a Strong Reputation as a Long-Term Fundamental Investor and as an Activist
Engine Has a Strong Reputation as a Long-Term Fundamental Investor and as an Activist ▪ Engine Capital LP (“Engine,” “Engine Capital,” or “we”) was founded by Arnaud Ajdler in 2013; the firm currently manages ~$1.0 billion on behalf of endowments, pension funds, family offices, and high-net-worth in
Slide 6: Lyft – Company Overview
Lyft – Company Overview ▪ Lyft is a San Francisco-based ridesharing and transportation services company. The Capitalization ($ in millions, except for per share metrics) Company currently operates in the U.S. and Canada and will also operate in Europe after it completes its recently announced acquis
Slide 7: How We Got Here: Engine Attempted to Engage Constructively with Lyft
How We Got Here: Engine Attempted to Engage Constructively with Lyft to Strengthen Its Board We invested in Lyft in 2024 and have a ~1% stake in the Company. Over the past two months, we have attempted to engage privately, many times, with the Company to improve its governance, and capital allocatio
Slide 8: What This Proxy Contest Is About
What This Proxy Contest Is About: Adding Public Company Experience and Capital Allocation Expertise to Lyft’s Board Why is shareholder-driven change What are Engine’s goals? Who are Engine’s nominees? justified at Lyft? Engine likes Lyft’s business, wants to be a long- Engine has nominated two highl
Slide 9: Our Vision to Improve Lyft
Our Vision to Improve Lyft Our director candidates are committed to acting in shareholders’ best interests and working diligently to improve Lyft’s governance, financial performance, and share price by encouraging the Board to take actions that include: Enhancing governance practices, including elim
Slide 10: Disappointing Shareholder Returns
DISAPPOINTING SHAREHOLDER RETURNS
Slide 11: The Board Has Overseen Significant Value Destruction Over Every Relevant Period
The Board Has Overseen Significant Value Destruction Over Every Relevant Period The Board has had ample time to deliver returns for shareholders, but has failed to do so Total Shareholder Returns 1-Year 2-Year 3-Year 5-Year Since IPO Lyft (42.0%) 7.0% (69.4%) (64.3%) (86.1%) Uber (2.9%) 132.2% 123.7
Slide 12: Lyft Has Dramatically Underperformed its Direct Peer, Uber
Lyft Has Dramatically Underperformed its Direct Peer, Uber, Despite Improved Fundamental Performance ▪ Lyft's fundamentals have improved in recent years, but it has not been reflected in Lyft’s valuation, which remains depressed compared to Uber Technologies, Inc. (“Uber”). ▪ Shares of Lyft and Uber
Slide 13: Corporate Governance Failures
CORPORATE GOVERNANCE FAILURES
Slide 14: The Board Has Maintained Lyft's Problematic Dual-Class Share Structure
The Board Has Maintained Lyft’s Problematic Dual-Class Share Structure ▪ Lyft’s co-founders retain outsized voting power (~30%) despite owning a small percentage of equity (~2.3%) and no longer being executives at the Company. ▪ This structure limits accountability and insulates directors – it’s not
Slide 15: The Board Seems Content to Ignore the Pitfalls of a Dual-Class Share Structure
The Board Seems Content to Ignore the Pitfalls of a Dual-Class Share Structure Engine Capital believes that addressing Lyft’s corporate governance shortcomings can drive stronger fundamental performance, result in a clearer strategic direction, boost investor confidence, and enhance market perceptio
Slide 16: The Board Seems Content to Ignore the Pitfalls of a Dual-Class Share Structure (Cont.)
The Board Seems Content to Ignore the Pitfalls of a Dual-Class Share Structure (Cont.) The governance reforms we’re advocating for would not only strengthen Lyft’s operational effectiveness but also signal to investors that the Company is committed to maximizing shareholder value Company filings, pu
Slide 17: The Board Needs to Address Additional Corporate Governance Shortcomings
The Board Needs to Address Additional Corporate Governance Shortcomings Staggered Board Structure ▪ Directors are elected in phases, preventing full Board turnover in a single “At the time the company became public, several election. charter or bylaw provisions were in place that fall short ▪ This p
Slide 18: Lyft's Board's Inaction Signals Its Lack of Care for Best Governance Practices
Lyft’s Board’s Inaction Signals Its Lack of Care for Best Governance Practices At the 2023 Annual Meeting, ISS recommended that shareholders “WITHHOLD” on directors Logan Green and David Risher for the Board’s governance flaws and in particular its dual-class share structure. Two years on, the Board
Slide 19: Lyft's Dual-Class Share Structure Also Contradicts the Values the Company Professes
Lyft’s Dual-Class Share Structure Also Completely Contradicts the Values the Company Professes ▪ “WE ALL BELONG” except for the million of small shareholders who don’t have a say! ▪ Lyft talks about embracing different perspectives and ideas to make “us stronger together.” ▪ The Company is proud of
Slide 20: Case Study: Uber's Dual-Class Share Structure Collapse
Case Study: Uber’s Dual-Class Share Structure Collapse Led to Greater Alignment and Shareholder Value Lyft claims its dual-class share structure is beneficial as it allows the Board to invest for the long term. In contrast, Uber eliminated the dual-class share structure, resulting in the creation of
Slide 21: Poor Capital Allocation
POOR CAPITAL ALLOCATION
Slide 22: Lyft's Compensation Needs to Further Evolve – Shareholder Dilution Is Not Sustainable
Lyft’s Compensation Needs to Further Evolve – Shareholder Dilution Is Not Sustainable Lyft’s equity dilution has been quite extraordinary over the years, as the below charts demonstrate. While dilution has come down over the last few years, the current number at ~$330 million per year represents clo
Slide 23: Lyft's Balance Sheet Is Overcapitalized and Unoptimized
Lyft’s Balance Sheet Is Overcapitalized and Unoptimized Lyft’s balance sheet represents a significant strategic opportunity but is not currently being optimized to maximize shareholder value ▪ Lyft had ~$2 billion of unrestricted cash and cash equivalents and nearly $1 Lyft's Balance Sheet 12/31/24A
Slide 24: We Believe the Board Should Be More Aggressive Returning Capital to Shareholders
We Believe the Board Should Be More Aggressive Returning Capital to Shareholders Under the Board’s plan, the number of shares outstanding continues to increase. We believe the Board should take advantage of Lyft’s attractive valuation to shrink its share count. Engine believes Lyft has a significant
Slide 25: Engine Recommends Lyft Execute a $750 Million Accelerated Share Repurchase Program
Engine Recommends Lyft Execute a $750 Million Accelerated Share Repurchase Program Lyft is in a unique financial position where executing an ASR program could unlock significant shareholder value for long-term shareholders 1. Stock Underperformance and Valuation Create a Compelling Entry Point ▪ Lyf
Slide 26: Lyft Provided Very Little Financial Information on the FREENOW Acquisition
Lyft Provided Very Little Financial Information in its Recent Announcement of the FREENOW Acquisition Lyft announced the ~$200 million acquisition of FREENOW, a business that is Adjusted EBITDA breakeven. As shareholders, it is impossible to evaluate the financial attractiveness of this transaction
Slide 27: The Path to Enhanced Value Creation at Lyft
THE PATH TO ENHANCED VALUE CREATION AT LYFT
Slide 28: Our Vision to Improve Lyft Begins With Strengthening the Board
Our Vision to Improve Lyft Begins With Strengthening the Board by Adding Two Directors Who Possess Relevant Expertise Our director candidates are committed to acting in shareholders’ best interests and working diligently to improve Lyft’s glaring governance deficiencies, capital allocation issues, a
Slide 29: Alan L. Bazaar
Alan L. Bazaar Mr. Bazaar is an experienced public company director and investment manager with expertise in corporate finance, M&A, and governance, including structuring executive compensation plans ✓ CEO of Hollow Brook Wealth Management, an investment advisory services firm. Former Managing Direc
Slide 30: Daniel B. Silvers
Daniel B. Silvers Mr. Silvers has considerable public company director and C-level executive experience, as well as expertise in corporate finance, capital allocation, capital markets, and governance ✓ Managing Member of Matthews Lane Capital Partners, an investment firm. Former Executive Vice Presi
Slide 31: Our Directors Are Fit for Purpose
Our Directors Are Fit for Purpose “Alan Bazaar and Daniel Silvers are two very experienced public company directors with track records of significant value creation. They both have a strong financial and capital allocation background – which is critical at Lyft – but they approach these areas from d
Slide 32: Engine Opposes the Reelection of Sean Aggarwal and Betsey Stevenson
Engine Opposes the Reelection of Sean Aggarwal and Betsey Stevenson Mr. Aggarwal and Ms. Stevenson both serve on the Nominating and Corporate Governance Committee, which has promoted the dual-class share structure, and both lack the experience that Lyft’s Board needs Sean Aggarwal Betsey Stevenson D
Slide 33: Lyft's Shareholders Have a Clear Choice
Lyft’s Shareholders Have a Clear Choice – Alan Bazaar and Daniel Silvers or Sean Aggarwal and Betsey Stevenson Lyft’s Class III Directors Who Have Overseen Value Destruction and Flawed Engine Capital’s Highly Qualified Nominees Governance, and Lack Relevant Skillsets Alan Bazaar Sean Aggarwal ✓ Sign
Slide 34: We Do Not Oppose the Reelection of the Other Two Directors Eligible in 2025
We Do Not Oppose the Reelection of the Other Two Directors Eligible in 2025 In contrast to Mr. Aggarwal and Ms. Stevenson, we believe Mr. Cohen and Ms. Beggs’ work experience is additive to Lyft’s Board Ariel Cohen Jill Beggs Director Since: 2021 Director Since: 2023 Other Public Boards: No Other Pu
Slide 35: Lyft's Board Has Extremely Limited Public Board Experience and Financial Sophistication
Lyft’s Board Has Extremely Limited Public Board Experience and Financial Sophistication Seven of Lyft’s 10 directors have no prior experience serving on another public company board. Additionally, 4 out of 10 members – including Co- Founders Logan Green and John Zimmer and Lead Director Sean Aggarwa
Slide 36: Lyft's Board Has Extremely Limited Public Board Experience (Cont.)
Lyft’s Board Has Extremely Limited Public Board Experience and Financial Sophistication (Cont.) Seven of Lyft’s 10 directors have no prior experience serving on another public company board. Additionally, 4 out of 10 members – including Co- Founders Logan Green and John Zimmer and Lead Director Sean
Slide 37: We Believe the Board's Fundamental Issue Is Its Lack of Experience and Financial Sophistication
We Believe the Board’s Fundamental Issue Is Its Lack of Experience and Financial Sophistication – It Simply Does Not Know Better 1. Most Lyft directors don’t have another reference point since they have never been on another public board. ▪ Seven out of the 10 directors have never been on another pu
Slide 38: Correcting the Record: Why Our Candidates Are Needed in Lyft's Boardroom
Correcting the Record: Why We Believe Our Candidates Are Needed in Lyft’s Boardroom The Board’s Views Engine’s Responses While we recognize Lyft’s efforts to reduce equity dilution, the number is still completely unsustainable, and the Company has not communicated additional efforts to further reduc
Slide 39: Correcting the Record (Cont.)
Correcting the Record: Why We Believe Our Candidates Are Needed in Lyft’s Boardroom (Cont.) The Board’s Views Engine’s Responses Our candidates have great track records of significant value creation across a wide array of “With respect to the two director candidates nominated by Engine Capital, the
Slide 40: Conclusion: Shareholders Can Send a Message That Lyft's Governance Structure Needs to Change
Conclusion: At This Year’s Annual Meeting, Shareholders Can Send a Message That Lyft’s Governance Structure Needs to Change “This is not an easy fight given the dual-class share structure, which gives the founders control over 30% of the vote with only an economic interest of ~2.3% of the Company. B
Slide 41: Thank You
THANK YOU