Ex-Uber CEO springs a surprise on board

Kalanick appoints Ursula Burns and John Thain as directors without consulting other members

Former Uber Technologies CEO Travis Kalanick named two new directors without consulting the company’s new leader, or other existing board members, ratcheting up a Machiavellian battle for control of the world’s most valuable startup.

Kalanick said in an announcement late Friday that he had appointed Ursula Burns, Xerox’s former CEO, and John Thain, ex-Merrill Lynch chief, to the startup’s board.

Uber challenged the appointments, calling them “a complete surprise”.

Fighting a lawsuit

The former CEO is defending himself against a lawsuit brought by Uber’s largest shareholder, Benchmark, over his authority to fill the two board seats. Kalanick says he controls three of the company’s 11 board seats. Benchmark is suing Kalanick for fraud and has asked him to relinquish control of board positions. The suit is in private arbitration.

Kalanick resigned as CEO on June 20 after Benchmark and a group of early investors asked him to step down. Uber’s board has been rife with infighting and underwent a contentious process to select former Expedia CEO Dara Khosrowshahi as chief.

“I am appointing these seats now in light of a recent board proposal to dramatically restructure the board and significantly alter the company’s voting rights,” Kalanick said in a statement emailed to Bloomberg. “It is therefore essential that the full board be in place for proper deliberation to occur, especially with experienced board members as Ursula and John.”

Uber expressed concern at Kalanick’s announcement.

“The appointments of Ms Burns and Mr Thain to Uber’s board of directors came as a complete surprise to Uber and its board,” the company said. “That is precisely why we are working to put in place world-class governance to ensure that we are building a company every employee and shareholder can be proud of.”

Uber’s board had been scheduled to vote on Tuesday on a plan to revamp the company’s corporate governance, a person familiar with the matter said.

Kalanick remains supportive of Khosrowshahi, the person said. The former CEO saw the two appointments as a way to improve the company’s board of directors ahead of the impending vote on Uber’s governance structure.