Confetti falls as Lyft CEO Logan Green (C) and President John Zimmer (LEFT C) ring the Nasdaq opening bell celebrating the company's initial public offering (IPO) on March 29, 2019 in Los Angeles, California. The ride hailing app company's shares were initially priced at $72.

Mario Tama / Getty Images

Lyft (LYFT) is a multimodal transportation network in the United States and Canada. It offers access to a variety of transportation options through its platform and mobile-based applications. The Lyft Platform provides a marketplace where drivers can be matched with riders via the Lyft App, where it operates as a transportation network company. Transportation options through its platform and mobile-based applications are substantially comprised of its ridesharing marketplace that connects drivers and riders in cities across the United States and in certain cities in Canada, Lyft's network of bikes and scooters, and the Express Drive program, where drivers can enter into short-term rental agreements with its subsidiary, Flexdrive Services, LLC or a third party for vehicles that may be used to provide ridesharing services on the Lyft Platform. It makes the ridesharing marketplace available to organizations through Lyft Business offerings, such as the Concierge and Lyft Pass programs.

$6.86 billion ($16.26 per share)

Lyft, 1-year

0.81%

N/A

Activist Commentary: Engine Capital is an experienced activist investor led by Managing Partner Arnaud Ajdler, former partner and senior managing director at Crescendo Partners. Engine's history is to send letters and/or nominate directors but settle rather quickly.

Since David Risher took control as CEO of Lyft in 2023, Lyft has made some major improvements, streamlining operations, enhancing platform functionality, and expanding market presence. These have led to notable material enhancements in the company's operational and financial performance. From 2023 to 2024, revenue increased by 31.39%, EBITDA went from a negative$359.1 million to $27.3 million and free cash flow (FCF) increased from negative $248.06 million to $766.27 million, the latter two of which are in the green for the first time since its IPO. Despite these improvements, Lyft's share price decreased by 30% over the same period.

There are a few factors that may help explain the company's current undervaluation. First is the industry's dynamics as Lyft operates in a duopoly with Uber in the rideshare market. In the US, Uber holds approximately 75% percent of the market while Lyft holds 24% with the rest controlled by niche areas (i.e. Curb, Alto, and Waymo). The company is in an inherently difficult strategic position due to Uber's dominance — while Lyft is only in the US and Canada, Uber is diversified across most global markets and has expanded into other synergetic areas like food and alcohol delivery. This makes Lyft particularly vulnerable to Uber's decisions regarding pricing and promotions, as management noted during the company's most recent earnings call. The market has sensed this situation, with Lyft's shares underperforming compared to Uber by 37%, 287%, and 210% over the past 1-, 3- and 5-year periods, respectively. Second to this is Lyft's suboptimal capital allocation practices. The company has experienced excessive share dilution. Since 2019, Lyft's shares outstanding have almost doubled. Currently, dilution is primarily caused by the company's stock-based compensation (SBC) practices, which are currently around $330 million annually, 4.9% of Lyft's market cap.

Enter Engine, who is calling for a strategic review, improved capital allocation practices and the elimination of the company's dual-class share structure. These proposals are all worth evaluating. First, there are a few reasons why a strategic review, specifically a potential strategic acquisition, makes sense. As has been already discussed, one of, if not the largest challenge Lyft faces is their inability to scale and diversify at the pace of Uber. As the rideshare industry continues to grow and evolve, this will only become increasingly important to Lyft's potential long-term success. It seems like the most effective way to overcome this is to be either sold to or merged with a larger strategic entity that can give Lyft the scale and diversification it needs to compete with Uber.  Large players in the food delivery or automotive industry make sense as potential acquirers. For example, Doordash, with a roughly $80 billion market cap, could easily afford Lyft, has synergies to better optimize both platforms, a global presence, and would create more revenue stream options for drivers. On the other hand, automative companies testing the rideshare autonomous vehicle industry like Google (Waymo) and Amazon (Zoox), which is potentially the next technological evolution in the rideshare space, also make sense as acquirers. Given Lyft's depressed valuation (EV to 2026 consensus EBITDA multiple of approximately 6.6x), recent growth, and large number of potential synergies, a large takeout premium is certainly possible here.

Secondly, the company clearly needs to improve its capital allocation practices. While Lyft recently announced a $500 million buyback program, this is not even sufficient to counter the dilution over the next two years due to current SBC practices. With $2 billion of cash (approximately $700 million of net cash) and the company dramatically increasing their FCF, it appears that Lyft has the ability to much more aggressively repurchase shares to do more than just counter SBC dilution.

Lastly, as a corporate governance investor, Engine will propose eliminating the dual-class structure. Originally set up to give control to the founders, this structure now seems unnecessary since co-founders John Zimmer and Logan Green are no longer involved in day-to-day operations. These preferred shares carry 20 votes per share, which give them 30.8% of the total voting power while owning only approximately 2.3% of outstanding shares. Eliminating the dual-class share structure makes complete sense, is the right thing to do and would be supported by the vast majority of shareholders. However, there is virtually no way that Zimmer and Green will voluntarily give up this control position. As an experienced activist investor Ajdler knows that, but also as an experienced activist investor, he has to try. But at the very least, the Company can refine the board to reflect the changes over the past six years since its IPO – seven of the ten current directors have no public company experience other than Lyft - the Board has a lean towards directors with experience in startup companies or early-stage investments. While this background may have once been valuable, that is not where Lyft is as a Company anymore. A refreshment of these directors for people with public market, capital allocation and capital markets expertise, would better position the Company for what it is today.

After launching a proxy fight for two board seats, this campaign came to a head when Engine withdrew their director nominations on May 8. This withdrawal came following the company's public announcement to increase its share repurchase authorization to $750 million and commit to utilize $200 million of such authorization over the next three months and $500 million within the next 12 months.

Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments.