Reuters / Danish Siddiqui

Whether to keep Travis Kalanick as CEO of Uber, amid an ever-expanding controversy, isn’t up to his fellow board members. It’s up to Travis Kalanick.

During a call with reporters on Tuesday, Arianna Huffington, the media entrepreneur who sits on Uber’s board, answered a question about whether the board had considered asking Kalanick to step down as chief executive amid a proliferation of scandals that includes — in no particular order — accusations of systemic sexism, a nasty customer revolt against Kalanick's decision to join President Trump’s economic advisory council, allegations of trade secret theft, claims that the company used one of its logistics tools to evade law enforcement, and Kalanick’s embarrassing public admission that he needs to seek “leadership help” and “grow up.” Huffington’s response was definitive and perfunctory. “It’s not something that’s been addressed,” she replied. “We don’t expect it to come up.” Uber’s board may profess to have full confidence in Kalanick, but it likely has little recourse to do otherwise. Kalanick, cofounder Garrett Camp, and Ryan Graves — the company’s first employee — each hold a significant number of so-called super-voting shares, which carry 10 votes per share, according to sources and Uber’s articles of incorporation. Together, the trio controls as many as nine of the company's 11 board seats, according to The Information, making the minority of independent directors essentially powerless. If Kalanick were to step down, it would have to be of his own volition. And as Huffington said, that's not something the board expects to come up. Uber declined comment.

"If he controls the votes to replace the board, it’s pretty unlikely he would be replaced by the board."

Charles Elson, a professor and director of the University of Delaware’s John L. Weinberg Center for Corporate Governance, said that at private companies like Uber, board members are more like advisers than monitors of behavior. “Put it this way,” he said. “If he controls the votes to replace the board, it’s pretty unlikely he would be replaced by the board. If they disagree, they just leave. You got the votes, you do what you wish.” In February, Uber investors Mitch and Freada Kapor wrote in an open letter to Uber’s board that they were “frustrated and disappointed” in the company. “We feel we have hit a dead end in trying to influence the company quietly from the inside,” they wrote. "Can Travis stay as CEO? I really haven't had any significant discussions with investors in Uber on that subject,” Mitch Kapor told BuzzFeed News earlier this month. Kapor attributed the lack of discussion on the topic to the idea that Kalanick has proven in his time as Uber’s CEO that he can “revolutionize urban transportation globally.” "He's already done something that nobody thought he could do. That suggests he has special capabilities,” Kapor told BuzzFeed. “So then the question is, does he get engaged in a sustained way about his self-transformation and a transformation of the culture?” It's not unheard of for a well-funded Silicon Valley startup to replace its CEO amid scandal. In early 2016, Zenefits, the prominent human resources startup, faced a regulatory crisis so severe that the board moved to oust the founding CEO, Parker Conrad. But the details of that episode help illustrate why such a parting of ways is so unusual.

"Can Travis stay as CEO? I really haven't had any significant discussions with investors in Uber on that subject."