November 27, 2024 - DEF 14A: Definitive proxy statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant þ

Filed by a party other than the Registrant ¨


Check the appropriate box:
¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material under § 240.14a-12

INTUIT INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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MISSION			Powering Prosperity Around the World

VALUES

Integrity Without Compromise

Courage

Customer Obsession

Stronger Together

We Care and Give Back



BOLD 2030 GOALS	Prosperity Double household savings rate and improve business success rate >20 points versus industry	Reputation Best-in-class Most Trusted Company	Growth 200M+ customers and accelerating revenue growth

TRUE

NORTH

GOALS

Employees

Empower the world's top talent to do the best work of their lives

Customers

Delight customers by solving the problems that matter most

Communities

Make a difference in the communities we serve

Shareholders

Drive long-term growth, increasing shareholder value



STRATEGY			Al-Driven Expert Platform More Money. No Work. Complete Confidence.

BIG BETS

Revolutionize speed to benefit

Connect people to experts

Unlock smart money decisions

Be the center of small business growth

Disrupt the mid-market

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Notice of 2025 Annual Meeting of Stockholders

Agenda and Board Recommendations

DATE AND TIME

Thursday, January 23, 2025

8:00 a.m. Pacific Standard Time

Election of 13 directors

FOR

(all nominees)

Page 25

LOCATION

Live audio webcast

www.virtualshareholdermeeting.com/INTU2025

Advisory vote to approve Intuit’s executive compensation (say on-pay)

FOR

Page 39

Ratification of selection of Ernst & Young LLP as Intuit’s independent registered public accounting firm

FOR

Page 79

RECORD DATE

November 25, 2024

Approval of an amendment to our Certificate of Incorporation to limit the liability of certain officers in accordance with recent Delaware law amendments

FOR

Page 82

How to Vote

Online at the Meeting: Attend the Meeting virtually at www.virtualshareholdermeeting.com/INTU2025 and follow the instructions on the website

Online Before the Meeting: Visit www.proxyvote.com

Mail: Sign, date, and return your proxy card in the enclosed envelope

Telephone: Call the telephone number on your proxy card

Note for Street-Name Holders: If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee will give you a Notice of Internet Availability or voting instruction form. If you do not provide voting instructions, your nominee will not be permitted to vote on certain proposals and may elect not to vote on any of the proposals. Voting your shares will help to ensure that your interests are represented at the Meeting.

We also will consider any other matters that may properly be brought before the 2025 Annual Meeting of Stockholders (“Meeting”) (and any postponements or adjournments of the Meeting). As of the date of this proxy statement, we have not received notice of any such matters.

Annual Meeting of Stockholders

Thursday, January 23, 2025

8:00 a.m. Pacific Standard Time

We invite you to attend the Meeting of Intuit Inc. The Meeting will be conducted virtually via live audio webcast. There will not be a physical location for our Meeting. To attend, vote or submit questions, stockholders of record should go to www.virtualshareholdermeeting.com/INTU2025 and log in using the control number on their Notice of Internet Availability or proxy card. Beneficial owners of shares held by a broker, bank or other nominee (“street-name holders”) should review these proxy materials and their Notice of Internet Availability or voting instruction form for how to vote in advance of and participate in the Meeting. We encourage you to join the Meeting 15 minutes before the start time.

A recording of the webcast will be available on our investor relations website for at least 60 days following the Meeting.

Stockholders at the close of business on November 25, 2024, are entitled to receive notice of, and to vote at, the Meeting and any and all adjournments, continuations or postponements thereof. If we experience a technical malfunction or other situation that the Meeting chair determines may affect our ability to satisfy the requirements for a virtual meeting of stockholders under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Meeting, the Chair of the Meeting will convene the Meeting at 9:00 a.m. Pacific Standard Time on January 23, 2025, and at our principal executive offices, solely for the purpose of adjourning the Meeting to reconvene at a date, time and physical or virtual location to be announced. If we adjourn the Meeting, we will post information regarding the rescheduled Meeting on the investor relations section of our website at investors.intuit.com.

Your vote is important. Please vote as promptly as possible.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on January 23, 2025: Both the proxy statement and Intuit’s Annual Report on Form 10-K for the fiscal year ended July 31, 2024, are available electronically at https://investors.intuit.com/sec-filings and www.proxyvote.com.

This Notice of Annual Meeting, the Internet Availability of Proxy Materials and the Proxy Statement and Annual Report on Form 10-K of Intuit are being distributed or made available, as the case may be, on or about November 27, 2024.

By order of the Board of Directors,

Kerry J. McLean

Executive Vice President, General Counsel and Corporate Secretary

Mountain View, California

November 27, 2024

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A Letter to Our Stockholders
a						November 27, 2024 Dear fellow Intuit stockholders: Artificial Intelligence (AI) is changing the world at an incredible pace and igniting innovation across all sectors. Soon, everything we do will be powered by AI, from buying groceries and driving cars, to getting medical care and completing work tasks. The impact of AI on our financial lives will also be transformative—and it's already changing how Intuit serves customers, enabling them to make more money with less work and have complete confidence in every financial decision they make. Intuit is at a critical moment in our history. We have consistently disrupted and reinvented ourselves, evolving Intuit’s strategy to be a global AI-driven expert platform. We bet early on AI, and today our scale of data and AI capabilities, network of experts, and robust ecosystem of products and services are Intuit’s unique advantage. With the introduction of generative AI (GenAI), we’re transforming how we serve our customers, delivering done-for-you experiences where we do the hard work for them and provide access to AI-powered expertise to fuel their success. Our strong performance in FY24 reflects Intuit’s transformation from a tax and accounting company to a global financial technology platform that’s driving durable growth at scale. We grew full-year revenue 13%, demonstrating that our strategy and five Big Bets are solving our customers’ biggest problems and delivering on our mission to power prosperity around the world. Intuit is in a position of strength; we have the strategy and momentum we need to succeed. We’re accelerating innovation and investments in the areas that are most important to our future success. By bringing professional-grade experiences to small businesses and expanding our mid-market offerings to serve larger and more complex businesses, we are creating significant new growth opportunities for Intuit. We’re delivering a seamless, connected consumer financial platform that customers can benefit from year-round, not just at tax time. And we’re extending our relationships and engagement across product lines to better serve customers and scale our penetration of key growth segments. At Intuit, we believe everyone deserves the opportunity to prosper and we hold ourselves accountable by setting measurable True North Goals. We provide economic opportunities to underserved communities through our job creation and job readiness initiatives. We continue to invest in opportunities to make a positive impact on climate for the communities we serve. And we’re proud of our commitment and progress over time to attract, retain, and develop a workforce that reflects the diversity of our customers. Every day, our more than 18,000 global employees bring a passion for solving the problems that matter most to our customers. With a massive runway ahead, there’s no limit to how far we’ll go. Sasan K. Goodarzi President and Chief Executive Officer Intuit Inc.

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Proxy Summary						1
Corporate Governance						10
Corporate Governance Practices						10
Board Responsibilities and Structure						11
Board Composition						15
Board Committees and Charters						16
Annual Board Evaluation						19
Transactions with Related Persons						20
Insider Trading Policy						20
Stockholder Engagement						20
True North Goals for Communities and Employees						23

Proposal 1

Election of Directors						25

Our Director Nominees						25
Director Compensation						34
Annual Retainer and Equity Compensation Program for Non-Employee Directors						34
Director Compensation Policies and Plans						35
Director Summary Compensation Table						36

Proposal 2

Advisory Vote to Approve Executive Compensation						39

Compensation Discussion and Analysis						40
Executive Summary						40
Compensation Philosophy and Objectives						44
Components of Compensation						45
Fiscal 2024 Compensation Actions						51
Other Benefits						56
Role of Compensation Consultants, Executive Officers, and the Board in Compensation Decisions						57
Fiscal 2024 Compensation Peer Group						57
Our Compensation Policies and Practices						58
Compensation and Organizational Development Committee Report						61
Executive Compensation Tables						62
Fiscal Year 2024 Summary Compensation Table						62
Grants of Plan-Based Awards During Fiscal Year 2024						64
Outstanding Equity Awards at Fiscal 2024 Year-End						66
Option Exercises and Stock Vested During Fiscal Year 2024						69
Non-Qualified Deferred Compensation for Fiscal Year 2024						70
Potential Payments Upon Termination of Employment or Change in Control						70
Equity Compensation Plan Information						74


CEO Pay Ratio						75
Pay Versus Performance						75

Proposal 3

Ratification of Selection of Independent Registered Public Accounting Firm						79

Tenure and Rotation						79
Independence and Performance						79
Accountability to Stockholders						80
Policy on Pre-Approval of Services						80
Fees Paid to Ernst & Young						80
Audit and Risk Committee Report						81

Proposal 4

Approval of an Amendment to Our Certificate of Incorporation to Limit the Liability of Certain Officers in Accordance with Recent Delaware Law Amendments						82

Stock Ownership Information						84
Security Ownership Table						84
Delinquent Section 16(a) Reports						85
Information About the Meeting, Voting, and Proxies						86
Appendix A - Non-GAAP Financial Measures						A-1

All statements made in this document, other than statements of historical or current facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this document address our plans and goals, including those relating to our strategies, plans, and progress regarding our climate, workforce diversity, job creation, and job readiness initiatives. The fact that we included such information does not indicate that these contents are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. We use words such as “anticipates,” “believes,” “expects,” “future,” “potential,” “intends,” “design,” “will,” “may,” “can,” “should” and similar expressions to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions that are subject to change in the future. In addition, forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing and internal controls and processes that continue to evolve. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024. Except as may be required by law, we undertake no obligation to update any forward-looking statements, whether because of new information, future events, or otherwise.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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Proxy Summary

Intuit at a Glance

Intuit helps consumers and small and mid-market businesses prosper by delivering financial management, compliance, and marketing products and services. We also provide specialized tax products to accounting professionals, who are key partners that help us serve small and mid-market business customers. Across our platform, we use the power of data and artificial intelligence (“AI”) to deliver three core benefits to our customers: helping put more money in their pockets, saving them time by eliminating work, and ensuring that they have complete confidence in every financial decision they make. Our global financial technology platform includes TurboTax, Credit Karma, QuickBooks, and Mailchimp.

Fiscal 2024 Performance Highlights

We delivered strong results in fiscal 2024. Key highlights include the following.

Total

revenue

Combined platform revenue

GAAP operating income

GAAP diluted EPS

$10.43

up 24% from $8.42 in FY23

$16.3 billion

up 13% from FY23

Global Business Solutions Group up 19% from FY23

with Online Ecosystem up 20% from FY23

Consumer Group up 7% from FY23

Credit Karma up 5% from FY23

$12.5 billion

up 14% from FY23 includes Global Business Solutions Group Online Ecosystem, TurboTax Online, and Credit Karma

$3.6 billion up 16% from FY23

Repurchased

$2.0 billion of shares and increased dividend 15% to $3.60 per share

Non-GAAP operating income

$6.4 billion

up 16% from FY23

Non-GAAP diluted EPS

$16.94 up 18% from $14.40 in FY23

See Appendix A to this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

On August 1, 2024, we renamed our Small Business & Self-Employed segment as the Global Business Solutions segment. This segment continues to serve small and mid-market businesses.

INTUIT’S FINANCIAL PRINCIPLES

Intuit has a track record of disciplined capital allocation and shareholder returns driven by the following financial principles.

Grow organic revenue double digits

Operating income dollars grow faster than revenue

Deploy cash to the highest-yield opportunities

Return excess cash to shareholders via dividend and share repurchase

Maintain a strong balance sheet



Proxy Summary	INTUIT 2025 Proxy Statement	1

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Our Big Bets

Intuit is a global financial technology platform with a mission to power prosperity around the world. Our platform helps consumers and small and mid-market businesses prosper by delivering financial management, compliance, and marketing products and services. We also provide specialized tax products to accounting professionals.

Across our platform, we use the power of data and AI to deliver three core benefits to our customers: helping put more money in their pockets, saving them time by eliminating work, and ensuring that they have complete confidence in every financial decision they make. We help consumers do their taxes with ease and confidence, understand their financial picture, build credit, save more to make ends meet, get their largest tax refund, pay off debt, and receive personalized suggestions on how to grow their money. We help small and mid-market businesses grow and run their business all in one place, including bookkeeping, getting paid, accessing capital, paying employees, getting and retaining customers, and managing their customer relationships. We do this through our global AI-driven expert platform strategy and our offerings, including TurboTax, Credit Karma, QuickBooks, and Mailchimp. As we execute our global AI-driven expert platform strategy, we prioritize resources on our five Big Bets across the company. These priorities focus on solving the problems that matter most to customers.


1									Revolutionizing speed to beneﬁt

									When customers use our products and services, we use the power of AI to deliver value instantly and aim to make interactions with our offerings frictionless, without the need for customers to manually enter data. We are accelerating the application of AI to deliver breakthrough “done for you” innovations to customers. This priority is foundational across our business, and execution against it positions us to succeed with our other four strategic priorities.

2									Connecting people to experts

									The largest problem our customers face is lack of confidence to ﬁle their own taxes or to manage their books. To build their conﬁdence, we connect our customers to experts. We offer customers access to experts to help them make important decisions — and experts, such as accountants, gain access to new customers so they can grow their businesses. We are also expanding our virtual expert network and broadening the segments we serve beyond tax and accounting, to play a more meaningful role in our customers’ financial lives.

3									Unlocking smart money decisions

									To address the challenges of high-cost debt and lack of savings, we are creating a comprehensive, self-driving ﬁnancial platform with Credit Karma that propels our members forward wherever they are on their ﬁnancial journey, so they can understand their ﬁnancial picture, make smart ﬁnancial decisions, and stick to their ﬁnancial plan in the near and long term.

4									Being the center of small business growth

									Globally, we are focused on helping customers grow their businesses by offering a broad, seamless set of tools that are designed to help them get and retain customers, get paid faster, manage and get access to capital, pay employees with confidence, and use third-party apps to help run their businesses. Our money solutions enable customers to manage their money end-to-end and improve cash flow. This is an important driver to improving the success rate of our small and mid-market business customers.

5									Disrupting the mid-market

									We aim to disrupt the mid-market with a tailor-made platform for business, which includes our QuickBooks offerings, as well as our workforce solutions and money offerings. These solutions are designed to address the more complex needs of larger mid-market businesses. Mailchimp’s marketing offerings enable mid-market businesses to digitally promote their business across email, social media, landing pages, ads, websites, and more, all from one place. These offerings enable us to increase retention of these larger customers and accelerate mid-market demand.

We believe our Big Bets enable us to deliver a QuickBooks and Mailchimp platform that serves as the source of truth for small and mid-market business customers, providing end-to-end solutions to increase their revenue and profitability, fueling their business success. For consumers, we're creating seamless, end-to-end experiences that customers benefit from year-round with TurboTax and Credit Karma, helping them make ends meet, maximize their tax refund, save more, pay off debt, and take steps to improve their financial health year-round.

As the external environment evolves, we continue to innovate and adapt our strategy and anticipate our customers’ needs. For more than 40 years, we have been dedicated to developing innovative solutions that are designed to solve our customers' most important financial problems. At Intuit, we believe that everyone should have the opportunity to prosper, and we never stop working to find new, innovative ways to make that possible.



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True North Goals Highlights

At Intuit, a way we hold ourselves accountable to our mission to power prosperity around the world is to set measurable True North Goals to deliver for our employees, customers, communities, and shareholders. We set ambitious True North Goals to deliver for the communities we serve through job creation, job readiness and sustainability initiatives. We also set True North Goals to help us attract, retain, and develop a workforce that reflects the diversity of our customers. A summary of our progress in fiscal 2024 is below.

Job Creation and Readiness

Positive Impact on Climate

Diversity, Equity and Inclusion

• Over 4.7 million students better prepared for jobs and their financial futures since fiscal 2020, exceeding our fiscal 2024 goal

•Supported approximately 18,200 seasonal and year-round jobs in underserved communities, which generated $202 million of economic impact to underserved communities since 2016 through our Prosperity Hub Program

•Committed to reach net-zero greenhouse gas emissions across our operations and supply chain by fiscal 2040

•Helped reduce carbon emissions in communities, many of which are underserved, by 611,000 metric tonnes (since fiscal 2020), exceeding our fiscal 2024 Climate Positive program goal

•Maintained industry-leading representation of women in our global technology roles and steadily increased the percentage of our U.S. workers from underrepresented racial groups, but fell short of our ambitious fiscal 2024 goals

•Perform pay equity analyses twice a year using an independent third party to ensure our compensation is fair and equitable across gender, race and ethnicity

See the True North Goals discussion in the Corporate Governance section below for more detail about our efforts and progress in these important areas.

Stockholder Engagement

We regularly assess our corporate governance and compensation practices. As part of this assessment, we proactively engage with our stockholders to ensure their perspectives are considered by the Board.



We invited shareholders representing approximately						We met with shareholders representing approximately

Since our 2024 Annual Meeting, we invited the holders of approximately 53%* of our shares to meet with us to discuss, among other things, our corporate governance, executive compensation practices and environmental, social and governance progress.						Investors holding approximately 31%* of our outstanding shares accepted the invitation to meet with our management team to discuss these important matters.
*As of September 30, 2024

For more about our stockholder engagement and the topics discussed, see page 20 of this proxy statement.



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Stockholder Value Delivered

The graph below compares the cumulative total stockholder return (“TSR”) on Intuit common stock for the last five full fiscal years with the cumulative total returns on the S&P 500 Index and the Morgan Stanley Technology Index for the same period.

The graph assumes that $100 was invested in Intuit common stock and in each of the other indices on July 31, 2019, and that all dividends were reinvested. The comparisons in the graph below are based on historical data – with Intuit common stock prices based on the closing price on the dates indicated – and are not intended to forecast the possible future performance of Intuit’s common stock.

Comparison of 5 Year Cumulative Total Return*
Among Intuit Inc., the S&P 500 Index, and Morgan Stanley Technology Index

Intuit Inc.

S&P 500

Morgan Stanley Technology Index

* $100 invested on 7/31/19 in stock or index, including reinvestment of dividends. Fiscal year ending July 31.



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Voting Roadmap

SUMMARY OF PROPOSAL 1

Election of Directors

The Board currently consists of 13 directors, all of whom are standing for election to the Board at the Meeting. The nominees bring a wealth of diverse experience and proven leadership across a range of industries. The slate of nominees reflects a balance between Intuit’s commitment to thoughtful Board refreshment and the value of the experience that our longer-tenured directors bring.

The Board recommends that you vote FOR the election of each of the director nominees.

See page 25 for more information.

Board Highlights

Board Diversity

The following charts reflect the tenure, age, gender, and self-identified race/ethnicity of our director nominees.

Tenure


			11+ Yrs
			6-10 Yrs
			0-5 Yrs

Age


			≤50
			51-60
			61+

Gender


			Women
			Men

Race/Ethnicity


			Diverse(1)
			Other

(1)As self-identified, Mr. Goodarzi is Middle Eastern, Ms. Liu is Asian, Ms. Mawakana is Black/African American, Mr. Prabhu is Asian, Mr. Vazquez is Latino/Hispanic, and Mr. Yuan is Asian.



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Director Nominees

The following table provides summary information about each director nominee.

Independent Director Nominee

Eve Burton, 66

Executive Vice President and Chief Legal Officer, The Hearst Corporation

Scott D. Cook, 72

Founder, Intuit Inc.

Richard L. Dalzell, 67

Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.

Director Since: 2016

Other Public Company Boards: 0

Committees: ARC, NGC (Chair)

Director Since: 1984

Other Public Company Boards: 0

Committees: None

Director Since: 2015

Other Public Company Boards: 0

Committees: AC (Chair), ARC

Sasan K. Goodarzi, 56

President and Chief Executive Officer, Intuit Inc.

Deborah Liu, 48

President, Chief Executive Officer and Director, Ancestry.com LLC

Tekedra Mawakana, 53

Co-Chief Executive Officer and Director, Waymo LLC

Director Since: 2019

Other Public Company Boards: 1

Committees: None

Director Since: 2017

Other Public Company Boards: 0

Committees: AC, CODC

Director Since: 2020

Other Public Company Boards: 0

Committees: CODC, NGC

Suzanne Nora Johnson, 67

Former Vice Chairman, The Goldman Sachs Group

NEW

Forrest Norrod, 59

Executive Vice President and General Manager of the Data Center Solutions Business Group, Advanced Micro Devices, Inc.

NEW

Vasant Prabhu, 64

Former Chief Financial Officer and Vice Chairman, Visa, Inc.

Independent Board Chair

Director Since: 2007

Other Public Company Boards: 1

Committees: CODC (Chair), NGC

Director Since: 2024

Other Public Company Boards: 0

Committees: AC, ARC

Director Since: 2024

Other Public Company Boards: 2

Committees: AC, ARC

Ryan Roslansky, 46

Chief Executive Officer, LinkedIn Corporation

Thomas Szkutak, 63

Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc.

Raul Vazquez, 53

Chief Executive Officer and Director, Oportun Financial Corporation

Director Since: 2023

Other Public Company Boards: 0

Committees: AC, CODC

Director Since: 2018

Other Public Company Boards: 0

Committees: ARC (Chair), NGC

Director Since: 2016

Other Public Company Boards: 1

Committees: AC, ARC

Eric S. Yuan, 54

Chief Executive Officer and Director, Zoom Video Communications, Inc.

Number of meetings in fiscal 2024

Acquisition Committee

ARC

Audit and Risk Committee

Director Since: 2023

Other Public Company Boards: 1

Committees: ARC, NGC

CODC

Compensation and Organizational Development Committee

NGC

Nominating and Governance Committee



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Board Skills and Expertise

Our Board is committed to excellence in its governance practices, including with respect to the Board’s composition. The Board and its Nominating and Governance Committee believe that a diverse and experienced board is important for reaching sound decisions that drive stockholder value. Our Board has undergone significant refreshment in recent years to include a diversity of backgrounds, perspectives, and skill sets. In the past year, our Board has appointed two new directors, Vasant Prabhu and Forrest Norrod. Mr. Prabhu is the former CFO and Vice Chairman of Visa Inc., a global digital payments company, and is recognized for his strong financial acumen and deep expertise in financial services innovation, building a global technology and payments platform, and scaling businesses internationally, which the Board believes will be helpful in guiding Intuit's next chapter of growth. Mr. Norrod is the Executive Vice President and General Manager of the Data Center Solutions Business Group at Advanced Micro Devices, Inc., an adaptive computing company, where he has helped lead the company’s AI initiatives, driving the company’s data center growth and open AI ecosystem strategy. He brings to our Board deep experience in AI and data engineering, which are key skills to enhance the Board’s oversight of our strategy to be a global AI-driven expert platform. Our 13 director nominees represent a broad range of tenures, ages, genders, racial/ethnic backgrounds, expertise, and professional experience.

The following chart reflects the experience and expertise of the 13 director nominees for our Board. These are the skills and qualifications our Board considers important for our directors in light of our current business and structure.

Customer domain expertise - consumer and small and mid-market

10 director nominees

Go-to-market, digital marketing, partnerships and international expertise

13 director nominees

Public company board experience (current and former)

12 director nominees

Product domain expertise - SaaS, mobile, services and money innovation

11 director nominees

Public policy/government relations

5 director nominees

Financial acumen or expertise, including CEO/CFO or audit committee experience

13 director nominees

Technology domain expertise - software development, cloud, data, AI, platform and cybersecurity

11 director nominees

C-suite experience (current and former)

13 director nominees

Proven business acumen, collaboration and industry engagement

13 director nominees

SUMMARY OF PROPOSAL 2

Advisory Vote to Approve Executive Compensation (Say-on-Pay)

In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking stockholders to vote, on an advisory basis, to approve Intuit’s executive compensation for our Named Executive Officers (“NEOs”).

The Board recommends that you vote FOR approval, on an advisory basis, of the compensation of our NEOs.

See page 39 for more information.



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Executive Compensation Highlights

Performance-based Payouts

Our executive compensation programs are designed to reward both short- and long-term growth in the revenue and profitability of our business, TSR that compares favorably to the TSR of certain peer companies, and progress on goals to deliver for our True North stakeholders, including environmental, social, and governance (“ESG”) goals. As shown below, the vast majority of fiscal 2024 compensation for our NEOs was performance-based.

CEO Total Direct Compensation(1)

03_433586-3_pie_stockholder_performance-based_payouts_CEO.jpg

Other NEOs Total Direct Compensation(1)

03_433586-3_pie_stockholder_performance-based_payouts_NEO.jpg

(1)Total direct compensation reflects base salary, actual bonus payout, and equity awards granted during fiscal 2024. Consistent with disclosure in the Fiscal Year 2024 Summary Compensation Table, equity awards are reported at grant date fair value (which, for the PSUs, is based on the probable outcome of achievement of the performance goals using a widely accepted probability model), and salary and incentive cash are reported based on the actual amounts earned with respect to fiscal 2024.

Consistent with our compensation objectives, our NEOs were provided the following base salaries, cash incentives, and equity incentives in fiscal 2024:


			Long-Term Equity Incentives
Name and Position	Salary ($)	Cash Incentive ($)	Option Awards ($)	RSUs ($)	PSUs ($)	Total ($)
Sasan K. Goodarzi President and Chief Executive Officer	1,200,000	2,280,000	8,650,027	8,650,106	15,597,283	36,377,416
Sandeep S. Aujla Executive Vice President and Chief Financial Officer	770,000	877,800	3,500,057	3,500,503	7,000,351	15,648,711
Laura A. Fennell Executive Vice President and Chief People & Places Officer	770,000	877,800	3,500,057	3,500,503	7,000,351	15,648,711
Mark Notarainni Executive Vice President and General Manager, Consumer Group	725,000	688,750	3,375,055	3,375,238	6,750,201	14,914,244
Marianna Tessel Executive Vice President and General Manager, Global Business Solutions Group	770,000	877,800	4,125,067	4,125,570	8,250,460	18,148,897

The table above excludes the grant date fair value of matching restricted stock units (“RSUs”) granted to executive officers under the Management Stock Purchase Program. It also excludes certain items that are reflected as “All Other Compensation” in the Fiscal Year 2024 Summary Compensation Table. These items are not typically considered in the Compensation and Organizational Development Committee’s (“Compensation Committee”) deliberations regarding annual compensation for our senior executives because (i) the amounts are non-recurring, not material, or not considered to be core elements of compensation by the committee, or (ii) the benefits are available to a large group of employees. For a complete discussion of our executive compensation program, see Compensation Discussion and Analysis and the Executive Compensation Tables below.



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SUMMARY OF PROPOSAL 3

Ratification of Selection of Ernst & Young LLP as Intuit’s Independent Registered Public Accounting Firm

The Audit and Risk Committee has selected Ernst & Young LLP as the independent registered public accounting firm to perform the audit of Intuit’s consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending July 31, 2025.

The Audit and Risk Committee made this selection based on Ernst & Young LLP’s independence, performance, and extensive knowledge of our business, controls, and processes.

The Board recommends that you vote FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2025.

See page 79 for more information.

SUMMARY OF PROPOSAL 4

Approval of an Amendment to Our Certificate of Incorporation to Limit the Liability of Certain Officers in Accordance with Recent Delaware Law Amendments

Delaware recently enacted legislation allowing Delaware corporations to amend their certificates of incorporation to eliminate the monetary liability of certain officers for a breach of fiduciary duty under certain circumstances. We are seeking stockholder approval to amend our Certificate of Incorporation to provide this protection to certain officers and align officer protections with those of our directors, promoting better decision-making and long-term stockholder value. It would also enhance Intuit's ability to attract and retain top talent.

The Board recommends that you vote FOR the proposal to amend our Certificate of Incorporation to limit the liability of certain officers in accordance with recent Delaware law amendments.

See page 82 for more information.



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Table of Contents

Corporate Governance

Corporate Governance Practices

Intuit is committed to excellence in corporate governance. We maintain numerous policies and practices that demonstrate this commitment, including those summarized below.

Independence

Stockholder Engagement

•Independent Board Chair

•All non-employee directors are independent

•Independent directors meet regularly in executive session

•All members of the Board’s four standing committees are independent

•Commitment to Board refreshment, with two new independent directors added in the last fiscal year

•Long-standing, proactive and robust stockholder engagement program, including director participation

•Our bylaws provide stockholders with a proxy access right

•Stockholders may act by written consent

Accountability

Alignment with Stockholder Interests

•Annual election of all directors and majority voting in uncontested elections

•Annual stockholder advisory vote to approve Named Executive Officer compensation

•Annual Board evaluation of CEO performance

•Cash bonuses and equity awards are subject to clawback

•Pay-for-performance executive compensation program

•Robust stock ownership requirements for senior executive officers and non-employee directors, including 10x salary for the CEO and 10x annual cash retainer for non-employee directors

•Prohibition against director and employee (including officer) hedging and pledging of Intuit stock

•Single class of stock with equal voting rights

Board Practices

Ethics Practices

•Board Chair and CEO roles held by two different people

•Corporate Governance Principles that are publicly available and reviewed annually

•Board composition reflects diversity of gender, race, ethnicity, skills, tenure, and experience

•Director recruitment process requires a pool of candidates with a diversity of gender, race, and ethnicity, among other backgrounds and experiences

•Rigorous annual Board and committee self-evaluation process

•Annual review of management succession planning

•Regular review of cybersecurity and other significant risks to Intuit

•Code of Conduct & Ethics for employees that is monitored by Intuit’s ethics office and overseen by the General Counsel

•Code of Ethics that applies to all Board members

•Ethics hotline that is available to all employees as well as third parties

•Non-retaliation policy for reporting ethics concerns

•Audit and Risk Committee reviews complaints regarding accounting, internal accounting controls, auditing, and federal securities law matters

Transparency and Responsibility

•Nominating and Governance Committee oversees corporate responsibility and reviews ESG matters

•Compensation and Organizational Development Committee oversees diversity, equity, and inclusion (“DEI”) initiatives in support of organizational development

•Annual stakeholder impact report (reporting under Global Reporting Initiative, Sustainability Accounting and Standards Board frameworks) and dedicated website disclosing ESG practices, including with respect to job creation and job readiness, positive impact on climate, and pay and promotion equity (https://www.intuit.com/company/corporate-responsibility/)

•DEI website disclosing DEI matters (https://www.intuit.com/company/diversity/)

•Detailed financial reporting and proxy statement disclosure designed to be clear and understandable

•Dedicated website disclosing responsible AI principles that guide how we operate and scale our AI-driven expert platform responsibly (https://www.intuit.com/privacy/responsible-ai/)

•Public disclosure of Corporate Governance Principles, Board Code of Ethics, Bylaws, Board committee charters, Code of Conduct & Ethics, EEO-1 forms, CDP climate questionnaires, corporate tax policy, global human rights policy, and other documents (https://investors.intuit.com/corporate-governance/governance-documents)

•Voluntary website disclosure regarding Intuit’s political expenditures, political accountability policy and positions on public policy issues that impact the way we serve our customers (https://investors.intuit.com/corporate-governance/political-accountability)



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Board Responsibilities and Structure

The Board’s Role

The Board oversees management’s performance on behalf of Intuit’s stockholders. The Board’s primary responsibilities include the following.



Monitor management’s performance to assess whether Intuit is operating in an effective, efficient, and ethical manner in order to create value for Intuit’s stockholders	Periodically review Intuit’s long-range strategic plan, business initiatives, enterprise risk management, capital projects, and budget matters	Oversee long-term succession planning, select the CEO, and determine CEO compensation

Board’s Role in Strategy

Our Board recognizes the importance of designing our overall business strategy to create long-term, sustainable value for Intuit stockholders. As a result, the Board maintains an active oversight role in helping management formulate, plan, and implement Intuit’s strategy. Specifically, the Board has a robust annual strategic planning process that includes reviewing our business and financial plans, strategies, and near- and long-term initiatives. This annual process includes a full-day Board session to review Intuit’s overall strategy with our senior leadership team and quarterly meetings to review progress against that strategy. In addition, every year, the Board reviews Intuit’s three-year financial plan, which serves as the basis for the annual operating plan for the upcoming year.

The Board considers the progress of and challenges to Intuit’s strategy, as well as related risks, throughout the year. At each regularly scheduled Board meeting, the CEO has an executive session with the Board to discuss strategic and other significant business developments since the last meeting.

Board’s Oversight of Risk

The full Board regularly reviews Intuit’s significant risks, oversees our risk management program and delegates certain risk oversight responsibilities to Board committees. Management is responsible for balancing risk and opportunity in support of Intuit’s objectives, and carries out the daily processes, controls, and practices of our risk management program - many of which are embedded in our operations, including our disclosure controls and procedures.

Our Enterprise Risk Management (“ERM”) program is intended to review and address Intuit’s critical enterprise risks, including strategic, technology, financial, compliance and operational risks. Intuit’s Chief Compliance Officer, who reports to our General Counsel, facilitates the ERM program. As part of our ERM process, management annually identifies, assesses, prioritizes, and develops mitigation plans for Intuit’s top risks over short- and longer-term time horizons. These plans are reviewed annually with the full Board and the Audit and Risk Committee and, throughout the year, the standing committees of the Board review the risk management activities under their purview and report to the full Board as appropriate. From time to time, the Board, its committees or management consult with third-party advisors on particular risks.



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The Board and its Committees

•The Board maintains direct oversight of our strategic risk exposure as part of its responsibility to oversee corporate strategy. The Board believes it currently benefits from review and discussion of this risk exposure among all directors and that this oversight role is appropriate given the collective breadth and depth of experience of our Board members.

•The Board regularly reviews and discusses significant risks with management, including through the annual strategic planning process and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates, legal and regulatory developments, and presentations on specific risks.

•The Board also reviews reports from each committee regarding risk matters under its purview.

Acquisition Committee

Audit and Risk Committee

Compensation and Organizational Development Committee

Nominating and Governance Committee

Meetings in Fiscal 2024

Areas of Risk Oversight

•Reviews risks associated with Intuit’s acquisition, divestiture and strategic investment activities, and the strategy and business models of acquisition candidates

•Oversees the performance of Intuit’s completed acquisitions, divestitures and strategic investment transactions

Areas of Risk Oversight

•Has primary responsibility for overseeing our ERM program

•Receives a quarterly report from the Chief Compliance Officer on Intuit’s top risk areas and the progress of the ERM program

•Oversees particular risks, such as financial management, privacy, cybersecurity and fraud

•Annually reviews our ERM policies and processes, and from time to time separately reviews the Board’s approach to risk oversight

•Oversees our ethics and compliance programs, including our Code of Conduct & Ethics, the Board Code of Ethics, and responsible AI

•Oversees litigation risks

Areas of Risk Oversight

•Reviews risks associated with our compensation programs, policies and practices, both for executives in particular and for employees generally

•Assists the Board in its oversight of stockholder engagement on executive compensation matters

•Oversees succession planning and senior leadership development

•Oversees organizational development activities and human capital management, including management depth and strength assessment; leadership development; company-wide organization and talent assessment; employee recruitment, engagement and retention; workplace environment and culture; employee health and safety; DEI initiatives; and pay equity

Areas of Risk Oversight

•Reviews risks associated with corporate governance

•Oversees overall board effectiveness, including identifying and recruiting diverse members with appropriate skills, experience and characteristics

•Annually reviews and approves our Political Accountability Policy

•Oversees our corporate responsibility risks and practices and discusses with management periodic reports on the company’s (i) progress on ESG matters and (ii) communications with stockholders and other stakeholders regarding these matters

•Assists the Board in its oversight of our engagement with stockholders

Regular Reports From

•Chief Corporate Strategy & Development Officer

•General Counsel

•Other Senior Business Leaders

Regular Reports From

•Chief Financial Officer

•Chief Accounting Officer

•Chief Audit Executive

•Chief Information Security & Fraud Prevention Officer

•General Counsel

•Chief Compliance Officer

•Chief Data Officer

•Head of Investor Relations

•Other Senior Business Leaders

Regular Reports From

•Chief People & Places Officer

•Head of Total Rewards

•Chief Diversity, Equity & Inclusion Officer

•Head of Investor Relations

•General Counsel or Deputy General Counsel

•Other Senior Business Leaders

Regular Reports From

•Chief Corporate Affairs Officer

•Head of Corporate Responsibility

•Head of Investor Relations

•General Counsel or Deputy General Counsel

•Other Senior Business Leaders



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Oversight of Cybersecurity Risks

Our full Board of Directors (“Board”) provides ultimate oversight for the cybersecurity program and has delegated to the Audit and Risk Committee primary oversight of cybersecurity risks. The Audit and Risk Committee receives regular, quarterly reports from our Chief Information Security and Fraud Prevention Officer (“CISO”) and a cross-functional cybersecurity, compliance, risk, and fraud team. These reports include cybersecurity and anti-fraud efforts, including updates, metrics, and trends, such as the status of prior security events, existing and emerging threat landscapes, the results of audits or assessments, fraud prevention efforts, vulnerability detection and disclosure changes, and the status of projects to strengthen our security systems and improve incident readiness, and how these may affect broader enterprise risk management. Under our incident response processes, the CISO, or other management, reports certain incidents to the Audit and Risk Committee or the full Board, as appropriate.



Oversight of Environmental, Social, and Governance Risks

The Board has been highly engaged with management on the evolution of Intuit’s ESG practices and reporting. The Board oversees the assessment of ESG risks as part of the development of our overall long-term strategy. Given our cross-functional approach to ESG, ESG oversight responsibility is allocated across the Board’s committees based on their areas of expertise.


Compensation and Organizational Development Committee Oversees our DEI initiatives in support of organizational development, including pay equity, and considers our True North Goals relating to workforce diversity in making executive compensation decisions			Nominating and Governance Committee Oversees our corporate responsibility strategy and goals, including environmental, sustainability and social matters			Audit and Risk Committee Oversees our cybersecurity and anti-fraud practices, as well as our disclosure practices relating to ESG



Oversight of AI Risks

The Audit and Risk Committee oversees our compliance programs, including our responsible AI governance framework that supports how we responsibly develop, operate, and scale our AI-driven expert platform. This framework helps us to proactively identify and mitigate potential negative unintended consequences that could result from our AI systems. As part of this responsibility, the committee receives regular reports from the company’s cross-functional AI Governance Committee, the executive level committee that oversees the company’s deployment of AI across its offerings.



Oversight of Management Succession Planning

The Board’s oversight of management succession planning is key to ensure the company’s continuing ability to solve the most pressing problems of its customers in the future. Our thoughtful and orderly approach to long-term leadership development and succession planning of management is overseen by our Compensation Committee and discussed by the full Board on at least an annual basis. This process includes discussions about the succession process and timeline, assessments of successor candidates for the CEO and other senior leadership positions, the leadership pipeline and development plans for the next generation of senior leadership, and organizational development. The Compensation Committee also oversees crisis succession plans.



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Board Leadership Structure

Each year, the Board reviews its leadership structure and determines whether, at the time, it is in the best interests of Intuit and our stockholders for the roles of Board Chair and CEO to be held by the same person or by different people. When the same person serves as both Board Chair and CEO, our Corporate Governance Principles require the independent directors to appoint a Lead Independent Director. When the roles are separated and the Board Chair is not independent, the independent directors may appoint a Lead Independent Director.

Currently, the roles of Board Chair and CEO are separated, and the Board Chair is an independent director. While separation of the Board Chair and CEO roles is not required under our bylaws or Corporate Governance Principles, the Board believes that at this time this leadership structure is appropriate for us and in the best interests of Intuit and our stockholders. In particular, the Board believes this structure provides an effective balance between strong company leadership and oversight by independent directors with expertise from outside the company, and enables Mr. Goodarzi to focus his attention on executing our business strategy and leading our operations.

In October 2024, Ms. Nora Johnson was re-appointed as Board Chair. At this time, the Board has determined that it is not necessary to appoint a Lead Independent Director given that Ms. Nora Johnson is an independent director.


Role of the Board Chair

			As Board Chair, Ms. Nora Johnson’s responsibilities include the following. •Presiding at meetings of the Board, including executive sessions of the independent directors, which occur at least quarterly •Approving the agenda for Board meetings (in consultation with the CEO) and the schedule for Board meetings to provide sufficient time for discussion of all agenda items •Ensuring the Board receives adequate and timely information •Conducting the annual board evaluation with an independent third-party at the direction of the Nominating and Governance Committee •Being available for consultations and communications with stockholders as appropriate •Calling executive sessions of the independent directors •Facilitating the critical flow of information between the Board and senior management •Calling special meetings of the Board and stockholders

Board, Committee, and Annual Stockholder Meetings

The Board and its committees hold regular meetings throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time, as appropriate. The Board held four meetings during fiscal 2024.

The Board expects that all directors will prepare for, attend and participate in all Board and applicable committee meetings, and will see that other commitments do not materially interfere with their service on the Board. During fiscal 2024, all current directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served.

Our Corporate Governance Principles encourage all directors to attend our Annual Meeting of Stockholders. Nine of the 11 directors who were serving at the time of the 2024 Annual Meeting of Stockholders attended that meeting.



The Board regularly convenes executive sessions among all Board members, and at every regular Board meeting, the independent directors meet separately.



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Director Orientation and Continuing Education

New directors receive orientation that includes written materials, briefings, and educational opportunities designed to permit them to become familiar with the company and enable them to better perform their duties. In addition, the Board receives periodic updates on regulatory and other developments relevant to the Board from management and outside experts. Board members are also encouraged to attend outside director education programs and we reimburse them for the associated costs and expenses.

Board Composition

Director Independence

To be considered independent under the Nasdaq rules, a director must meet several bright-line tests, including that the director is not, and for the last three years has not been, employed by Intuit and that neither the director nor any of his or her family members has engaged in certain types of business dealings with Intuit. The Nominating and Governance Committee and the full Board annually review relevant transactions, relationships and arrangements that may affect the independence of our Board members. As required by Nasdaq rules, the Board also makes a determination that, in its opinion, no relationship exists that would interfere with any independent director’s exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviews and discusses information provided by the directors and by Intuit with regard to each director’s business and personal activities as they relate to Intuit, Intuit’s management and the Board.

The Board also considers the tenure of a director and whether the duration of service could impact the director’s independence from management, including the director’s engagement with management and the effectiveness of the director’s participation in Board and committee deliberations. The Board believes that a balanced mix of board tenure is effective in providing oversight and that our longer-serving directors with extensive relevant experience and institutional knowledge of Intuit bring critical skills to the boardroom. In particular, the Board believes that given the size of our company, the breadth of our offerings, and the increasing regulatory complexity that we face (in critical areas like financial services), our longer-tenured directors bring a deeper understanding of the company and the risks that we face.

Upon review of these relationships and other information provided by our director nominees, the Board determined that there are no relationships that would interfere with the exercise of independent judgment by Intuit’s independent directors in carrying out their responsibilities as directors, and that the following director nominees are independent: Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, Ms. Nora Johnson, Mr. Norrod, Mr. Prabhu, Mr. Roslansky, Mr. Szkutak, Mr. Vazquez, and Mr. Yuan.

At each regularly scheduled meeting of the Board and its committees, independent Board members meet in closed session without any company management present. The independent Board members also meet to review the CEO’s performance evaluation and compensation decisions, at the direction of the Compensation Committee.

Qualifications of Directors

The Nominating and Governance Committee believes that all nominees for Board membership should possess the following.

•The highest ethics, integrity, and values

•An inquisitive and objective perspective, practical wisdom, and mature judgment

•Broad, high-level experience in business, technology, government, education, or public policy

•A commitment to representing the long-term interests of Intuit’s stockholders

•Sufficient time to carry out the duties of an Intuit director

When evaluating candidates for director, the Nominating and Governance Committee considers the full range of skills it has determined should be represented on the Board, as shown in Proposal 1. The committee also considers other factors, such as independence, diversity, expertise, specific skills, and other qualities that may contribute to the Board’s overall effectiveness. The committee may engage third-party search firms to assist in identifying and evaluating director candidates.

The Board and the Nominating and Governance Committee seek nominees with a diverse set of skills and personal characteristics that will complement the skills, personal characteristics and experience of our existing directors and provide an overall balance of perspectives and backgrounds. The committee will include in the initial pool of candidates for nomination as a new director individuals with a diversity of gender, race, and ethnicity, among other backgrounds and experiences. In selecting nominees, the committee looks for individuals with varied professional experience, backgrounds, knowledge, skills, and viewpoints in order to build and maintain a board that, as a whole, provides effective oversight of management. As part of its annual evaluation process, the committee assesses its ability to build an effective and diverse board.



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Stockholder Recommendations of Director Candidates

Our Nominating and Governance Committee will consider director candidates recommended by stockholders. You may find our Corporate Governance Principles, which outline our Board membership criteria, at https://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx. Any stockholder who wishes to recommend a candidate for the committee’s consideration should submit the candidate’s name and qualifications via our website at https://investors.intuit.com/corporate-governance/conduct-and-guidelines/contact-the-board/default.aspx or by mail to the Nominating and Governance Committee, c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. For faster delivery, we suggest that any communications be made via our website. The committee’s policy is to evaluate candidates properly recommended by stockholders in the same manner it evaluates candidates recommended by management or current Board members. Recommendations for director nomination received by the Corporate Secretary that satisfy our bylaw requirements will be presented to the Nominating and Governance Committee for its consideration.

In addition, our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) that have owned 3% or more of Intuit’s outstanding shares continuously for at least three years to submit director nominees (the greater of two directors or up to 20% of our Board) for inclusion in our proxy materials. For additional information, see Stockholder Proposals and Nominations for the 2026 Annual Meeting of Stockholders.

Service on Other Boards and Job Changes

Each director is expected to see that their other existing and planned future commitments do not materially interfere with their service on the Board. Directors generally may not serve on the boards of more than five public companies, including Intuit’s Board. In fiscal 2024, none of our directors served on more than two other public company boards at the same time that they served on our Board. We annually review each director’s compliance with the policy.

Any director who has a principal job change, including retirement, must offer to submit a letter of resignation to the Board Chair. The Board, in consultation with the Nominating and Governance Committee, will determine whether to accept or reject any such resignation offer after considering whether the composition of the Board remains appropriate under the new circumstances.

Board Committees and Charters

The Board has delegated certain responsibilities and authority to its four standing committees: Acquisition Committee, Audit and Risk Committee, Compensation Committee, and Nominating and Governance Committee. Committees report regularly to the full Board on their activities and actions.

Each committee has a charter that it reviews annually, making recommendations to the Board for any charter revisions that might be needed to reflect evolving best practices and stock exchange or other requirements. All four committee charters are available on our website at https://investors.intuit.com/corporate-governance/committee-composition/default.aspx. The members of each committee are independent and appointed by the Board based on recommendations of the Nominating and Governance Committee. Committee members have the opportunity to meet in closed session, without management present, during each committee meeting.



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Acquisition Committee

Meetings in fiscal 2024: 4

Chair: Richard L. Dalzell

Other Members:

Deborah Liu

Forrest Norrod

Vasant Prabhu

Ryan Roslansky

Raul Vazquez

Key Responsibilities

•Reviewing and approving acquisition, divestiture and strategic investment transactions proposed by Intuit’s management if the total amount to be paid or received by Intuit meets certain Board-established requirements, which the Board periodically revisits.

•Regularly reporting to the Board the committee’s activities and actions relating to acquisitions, divestiture and strategic investment transactions, including ongoing assessments of completed transactions.

ARC

Audit and Risk Committee

Meetings in fiscal 2024: 9

Chair: Thomas Szkutak

Other Members:

Eve Burton

Richard L. Dalzell

Forrest Norrod

Vasant Prabhu

Raul Vazquez

Eric S. Yuan

Key Responsibilities

•Representing and assisting the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions.

•Selecting, evaluating, retaining, compensating and overseeing Intuit’s independent registered public accounting firm.

•Overseeing cybersecurity and other risks relevant to our information technology environment, including by receiving regular cybersecurity updates from Intuit’s management team.

•Receiving and reviewing periodic reports from management regarding Intuit’s ethics and compliance programs.

Our Board has determined that each member of the Audit and Risk Committee is both independent (as defined under applicable Nasdaq listing standards and SEC rules related to audit committee members) and financially literate (as required by Nasdaq listing standards). The Board also has determined that each of Mr. Prabhu, Mr. Szkutak, Mr. Vazquez, and Mr. Yuan qualifies as an “audit committee financial expert” as defined by SEC rules, and has “financial sophistication” in accordance with Nasdaq listing standards.

The Audit and Risk Committee held closed sessions with our independent registered public accounting firm, Ernst & Young LLP, during all of its regularly scheduled meetings in fiscal 2024.



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CODC

Compensation and Organizational Development Committee

Meetings in fiscal 2024: 6

Chair: Suzanne Nora Johnson

Other Members:

Deborah Liu

Tekedra Mawakana

Ryan Roslansky

Key Responsibilities

•Assisting the Board in reviewing and approving executive compensation and in overseeing organizational and management development for executive officers and other Intuit employees.

•Together with the CEO and the Chief People & Places Officer, periodically reviewing Intuit’s key management personnel from the perspectives of leadership development, organizational development, and succession planning.

•Evaluating Intuit’s strategies for hiring, developing and retaining executives in an increasingly competitive environment, with the goal of creating and growing Intuit’s “bench strength” at senior executive levels.

•Annually reviewing our non-employee director compensation programs and making recommendations on the programs to the Board.

•Overseeing our stock compensation programs.

•Overseeing broader organizational development activities and human capital management, including management depth and strength assessment; company-wide organization and talent assessment; employee recruitment, engagement and retention; workplace environment and culture; employee health and safety; and pay equity.

•Overseeing our DEI initiatives in support of organizational development.

For more information on the responsibilities and activities of the Compensation Committee, including its processes for determining executive compensation, see the Compensation and Organizational Development Committee Report and Compensation Discussion and Analysis below, particularly the discussion of the Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations. The Compensation Committee may delegate any of its responsibilities to subcommittees or to management as the committee may deem appropriate in its sole discretion.

Our Board has determined that each member of the Compensation Committee is independent under Nasdaq listing standards applicable to compensation committee members and a “Non-Employee Director,” as defined in Rule 16b-3 of the Exchange Act. During fiscal 2024, the Compensation Committee held closed sessions with the independent compensation consultant during all of its regularly scheduled meetings.

NGC

Nominating and Governance Committee

Meetings in fiscal 2024: 4

Chair: Eve Burton

Other Members:

Tekedra Mawakana

Suzanne Nora Johnson

Thomas Szkutak

Eric S. Yuan

Key Responsibilities

•Reviewing and making recommendations to the Board regarding Board composition and our governance standards.

•Evaluating the skills, experience, diversity and other characteristics that are appropriate to promote the effectiveness of the Board.

•Identifying and evaluating candidates for director.

•Overseeing our Political Accountability Policy, Corporate Governance Principles, and Board Code of Ethics, and reviewing each of these documents on an annual basis.

•Overseeing Intuit’s practices relating to corporate responsibility, including environmental, sustainability, and social matters, and discussing with management periodic reports on the company’s (i) progress on ESG matters and (ii) communications with stockholders and other stakeholders regarding these matters.

•Overseeing orientation and continuing education for directors.

•Assisting the Board’s oversight of the company’s engagement with stockholders.

From time to time, the committee retains a third-party search firm to help identify potential director candidates.

Our Board has determined that each member of the Nominating and Governance Committee is independent, as defined under applicable Nasdaq listing standards.



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Annual Board Evaluation

The Nominating and Governance Committee oversees this process, which is led by the Board Chair and facilitated by an independent third party.

The evaluation process

How results are used

Each Board member assesses the performance of the Board as a whole and the other directors.

by the Board, to identify skills, expertise, experience, or other characteristics that may be desirable in new Board candidates

Each Board member assesses the performance of the committees, including how well each committee keeps the full Board informed.

by the Board, to identify each director’s strengths and areas of opportunity and to provide insight into how each Board member can be most valuable to Intuit

Each committee member assesses the performance of each committee on which he or she sits, including by evaluating the specific areas over which the committee has oversight responsibility.

by the Board, to continually improve governance processes, including the flow of information from committees to the Board and the evaluation process itself

Board members meet individually with the Board Chair and the independent third party to discuss their assessments and to provide further feedback.

by all Board committees, to evolve meeting agendas so the information they receive enables them to effectively address the issues they consider most critical

The Board Chair and the independent third party share feedback received with individual directors, the Nominating and Governance Committee, and the full Board.

by the Nominating and Governance Committee, as part of its annual review of each director’s performance when considering whether to nominate the director for re-election to the Board

The full Board reviews and discusses the feedback.

Each year, our Board members assess the performance of the Board and its committees, including evaluation of the following.

Topics covered by the Board during the year

Board members evaluate the broad and evolving range of focus areas in order to assess the board’s effectiveness.

Board culture and structure

Board members evaluate the board’s ability to have candid discussions, the rigor of the decision making, and the board’s composition.

Board processes

The Board considers, among other things, the number of meetings, allocation of time for discussions, and Board performance.

Information and resources received by the Board

Board members assess, among other things, the quality of the materials the Board receives and the performance of advisors to the Board and its committees.

Effectiveness of each Board committee and fellow members

Board members assess the effectiveness of each committee and the quality of the reports that the Board receives from the committees.



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Transactions with Related Persons

The Audit and Risk Committee is responsible for reviewing, and approving or ratifying, as appropriate, transactions between Intuit (or one of our subsidiaries) and any “related person” of Intuit. Under Securities and Exchange Commission (“SEC”) rules, “related persons” include directors, officers, nominees for director, 5% stockholders, and any of their respective immediate family members. The Audit and Risk Committee has adopted a written policy, which is described below, to evaluate these transactions for approval or ratification.

Identifying related persons. We collect and update information about our directors, executive officers, individuals related to them and their respective affiliated entities through annual Director & Officer Questionnaires and quarterly director and executive officer affiliation summaries. Directors and executive officers provide the names of their immediate family members as well as the entities with which they and their immediate family members are affiliated, including board memberships, executive officer positions, and positions with charitable organizations.

Audit and Risk Committee annual pre-approval. On an annual basis, Intuit’s accounting, procurement and legal departments prepare requests for pre-approval of transactions or relationships involving related persons or parties with which Intuit is expected to do business during the upcoming fiscal year. During its regular fourth quarter meeting, the Audit and Risk Committee reviews these requests including the material terms of the transaction and the nature of the related person’s interests, and generally pre-approves annual spending and/or revenue levels for each transaction or relationship.

Periodic approvals. During the year, the list of known related persons is circulated to appropriate Intuit employees and is used to identify transactions with related persons. If we identify an actual or potential transaction with a related person that was not pre-approved by the Audit and Risk Committee, Intuit’s legal department collects information regarding the transaction, including the identity of the other party, the value of the transaction, and the size and significance of the transaction to both Intuit and the other party. This information is provided to the Audit and Risk Committee, which in its discretion may approve, ratify, rescind, place conditions upon, or take any other action with respect to the transaction.

Monitoring approved transactions and relationships. Following approval by the Audit and Risk Committee, Intuit employees review and monitor the “related person” transactions and relationships from time to time. If transaction levels approach the approved limits, a new approval request is submitted to the Audit and Risk Committee for review at its next meeting.

Since the beginning of fiscal 2024, there have been no transactions, and there currently are no proposed transactions, in excess of $120,000 between Intuit (or one of our subsidiaries) and a related person in which the related person had or will have a direct or indirect material interest.

Insider Trading Policy

Our Policy Prohibiting Insider Trading governs the trading of our securities by our directors, officers, employees and the company. It prohibits the purchase and sale of Intuit stock while an individual is in possession of material nonpublic information and provides for trading windows during which stock can be bought, sold or otherwise transferred. It also prohibits the placement of Intuit securities into a margin account, pledging any Intuit securities as a collateral for a loan, trading in put or call options or other derivatives of Intuit securities, engaging in short sales of Intuit securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Intuit securities held directly or indirectly. We believe that the policy is reasonably designed to promote compliance with applicable insider trading laws, regulations, and rules.

Stockholder Engagement

Intuit regularly engages with stockholders to better understand their perspectives. During fiscal 2024, we held discussions with many of our largest stockholders during scheduled events, including our 2024 Annual Meeting of Stockholders and our annual investor day (“Investor Day”), as well as in regularly held private meetings throughout the year.

Investor Day

In September 2024, we hosted our annual Investor Day at our offices in Mountain View, California. This program gave stockholders the opportunity to hear directly from our management team about Intuit’s performance in fiscal 2024, as well as our short- and long-term growth strategies and financial principles. Stockholders that attended were able to ask questions of management. Intuit’s leadership team also presented product demonstrations aligned to several of our Big Bet strategic initiatives. The Investor Day materials can be viewed at https://investors.intuit.com/news-events/ir-calendar/detail/20240926-intuits-annual-investor-day.



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Investor Outreach

Members of the management team and, at times, the Board Chair regularly hold private meetings with stockholders to discuss their perspectives and solicit feedback on various topics.



We invited shareholders representing approximately						We met with shareholders representing approximately

Since our 2024 Annual Meeting, we invited the holders of approximately 53%* of our shares to meet with us to discuss, among other things, our corporate governance, executive compensation practices and ESG progress.						Investors holding approximately 31%* of our outstanding shares accepted the invitation to meet with our management team to discuss these important matters.
*As of September 30, 2024

During the fall fiscal 2025 outreach, we discussed the following topics with stockholders:

•Our governance approach to the use of AI in our business, including our Responsible AI principles

•Risk management program overseen by the Board, including risks relating to cybersecurity, AI, and ESG matters

•Board oversight of organizational development, including succession planning

•Board oversight of human capital matters, such as employee engagement and attracting, engaging, and retaining our employees

•Board diversity, skills, refreshment, evaluation, structure, and composition

•Our climate initiatives, including our net-zero goals and strategies to achieve them, and related disclosures

•Our DEI efforts, including the diversity of our workforce and pay equity matters, our strategies to achieve our workforce representation goals, and related progress and disclosures

•Board oversight of acquisition and integration risks

•Our approach to executive compensation and alignment between our strategy and our executive compensation practices

Stockholder feedback informs meaningful Board action.

In general, feedback from our stockholders regarding our executive compensation, ESG, DEI, and corporate governance practices is positive. The Board carefully considers the feedback from stockholders and has incorporated it where appropriate. Some examples over the last several years include:



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Enhanced Public Reporting

•Publicly disclosing responsible AI principles that guide how we operate and scale our AI-driven expert platform

•Beginning to report climate data against the lSSB framework

•Providing more robust disclosures about the key skills and expertise of our Board members

•Expanding our disclosures to include our ESG and DEI strategies and goals and our progress on them

•Making our EEO-1 reports publicly available on our investor relations website

•Disclosing the self-identified race and ethnicity data of our Board members and workforce

Meaningful Action to Drive Change

•Setting and disclosing science-based net-zero emissions targets

•Amending the Nominating and Governance Committee charter to affirm that it will include in the initial pool of candidates for nomination as a new director individuals with a diversity of gender, race, and ethnicity

Expanded Board Oversight Disclosures

•Expanding our proxy and other disclosures, including, for example, to provide more information about Board oversight of our responsible AI practices, cybersecurity, corporate responsibility, human capital, DEI and corporate culture

•Amending the charter of our Nominating and Governance Committee to explicitly provide for that committee’s oversight of corporate responsibility, including ESG matters

•Amending the charter of our Compensation Committee to explicitly provide for that committee’s oversight of DEI matters in support of organizational development

We will continue to engage with our stockholders on a regular basis in order to understand their perspectives and incorporate their feedback, as appropriate, on our performance, business strategies, executive compensation programs, and corporate governance practices.

Stockholder Communications with the Board

Any stockholder may communicate with the entire Board or individual directors through our Corporate Secretary via our website at https://investors.intuit.com/corporate-governance/conduct-and-guidelines/contact-the-board/default.aspx or by mail c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. For faster delivery, we suggest that any communications be made via our website. The Board has instructed our Corporate Secretary to review this correspondence and determine whether matters submitted are appropriate for Board consideration. The stockholder communications determined to be appropriate for Board consideration are reviewed by the Nominating and Governance Committee on behalf of the Board. Our Corporate Secretary may forward certain communications elsewhere in the company for review and possible response. Communications such as product or commercial inquiries or complaints, job inquiries, surveys, business solicitations, advertisements, or patently offensive or otherwise inappropriate material are not forwarded to the Board.



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True North Goals for Communities and Employees

At Intuit, a way we hold ourselves accountable to our mission to power prosperity around the world is to set measurable True North Goals to deliver for our employees, customers, communities, and shareholders. We set ambitious True North Goals to deliver for the communities we serve through job creation, job readiness, and sustainability initiatives. We also set True North Goals to help us attract, retain and develop a workforce that reflects the diversity of our customers. The Board's oversight of these True North Goals is described under Board’s Oversight of Risk in the Corporate Governance section.


Job Creation


We believe that talent is dispersed equally, but the opportunity to prosper is not. Rapid technological, environmental, and societal shifts are driving rising inequality in communities across the globe, leading to a lack of job opportunities in many communities today. Our Prosperity Hub Program works to address these challenges by creating job opportunities in underserved communities, which are designed to spark economic prosperity through physical and virtual call centers and provide an economic boost for those living in these communities. Working with key customer success partner-employers, we hire, train, and retain talent to provide domain and product expertise supporting our offerings. We launched our first Prosperity Hub in 2016 and, in fiscal 2024, our Prosperity Hubs had supported approximately 18,200 seasonal and year-round jobs in these communities. While just shy of our goal of 18,900, the jobs generated $202 million of economic impact to underserved communities, exceeding our fiscal 2024 goal of $192 million. For fiscal 2024, increases in job efficiency reduced the number of jobs required to support our customers.						In fiscal 2024, our Prosperity Hubs had supported approximately 18,200 seasonal and year-round jobs in underserved communities


Job Readiness


We are committed to providing the education and training that prepares students for a prosperous tomorrow. Our programs are designed to spark economic prosperity by preparing students for jobs of the future, increasing education equity and teaching finance and durable skills. In fiscal 2024, we continued to partner on these programs with underserved school districts across the United States, and we introduced our Food Truck Program—a free work-based program to provide hands-on training in running a business in high schools—to five school districts. Since fiscal 2020, we have prepared over 4.7 million students for jobs, exceeding our fiscal 2024 cumulative goal of 3.6 million students.						Better prepared over 4.7 million students for jobs since fiscal 2020


Positive Impact on Climate


We have long been focused on making a positive impact on climate, a significant issue that we believe directly affects prosperity among communities, ecosystems, and businesses. We take a holistic approach to climate and sustainability, driving initiatives both internally within our operational footprint as well as externally in support of the communities we serve. We designed our Climate Positive program to drive climate action in the communities we serve, including many underserved communities. By the end of fiscal 2024, under this program, we reduced greenhouse gas emissions in communities, many of which are underserved, by 611,000 metric tonnes (since fiscal 2020), exceeding our fiscal 2024 goal of 600,000 metric tonnes. In addition, we are committed to reaching net-zero greenhouse gas (GHG) emissions across our value chain by fiscal 2040, including Scopes 1, 2, and 3. This target has been validated and approved by the Science Based Targets initiative (SBTi), a global body that enables businesses to set ambitious emissions reduction targets in line with the latest climate science and is also aligned with the Paris Climate Accords, an international treaty on climate change that calls for net-zero global emissions by 2050.			Committed to reach net-zero greenhouse gas emissions by fiscal 2040, including Scopes 1, 2, and 3



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Diversity, Equity, and Inclusion

Since our founding, we’ve put our people first. At the foundation of our culture is an enduring commitment to DEI, which fosters a workplace where employees can do the best work of their lives, and help us better serve our diverse customers and fulfill our mission of powering prosperity for all. Our Stronger Together value emphasizes that diverse perspectives fuel innovation. A core element of our employee True North Goal is representation, a measurement we believe monitors our efforts to attract and develop the broadest pool of top talent, ensuring that individuals from all backgrounds have an equal opportunity to be employed and succeed at Intuit. While these goals align with our long-term vision of a workforce that reflects the diversity of our customers, they’re aspirational and we don’t set quotas or make employment decisions based on an individual’s identity. Our Chief Diversity, Equity & Inclusion Officer leads a dedicated team and cross-functional partners in our DEI efforts. Our Compensation Committee oversees Intuit’s DEI initiatives in support of organizational development.

We strive to reward employees with compensation that is market-competitive, fair, and equitable across gender, race, and ethnicity. We invest in this commitment by performing pay equity analyses twice a year using an independent, third-party vendor. We are transparent about our pay equity results and have multiple avenues for employees to raise any questions about their pay.

To learn more about these initiatives, see our Corporate Responsibility website at https://www.intuit.com/company/corporate-responsibility/ and our DEI website at https://www.intuit.com/company/diversity/.



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Proposal No. 1 – Election of Directors

Our Director Nominees

The Board currently consists of 13 directors, all of whom are standing for election or re-election to the Board at the Meeting. Based on the recommendations of the Nominating and Governance Committee, the Board has nominated Eve Burton, Scott D. Cook, Richard L. Dalzell, Sasan K. Goodarzi, Deborah Liu, Tekedra Mawakana, Suzanne Nora Johnson, Forrest Norrod, Vasant Prabhu, Ryan Roslansky, Thomas Szkutak, Raul Vazquez, and Eric S. Yuan for election at the Meeting. All of the nominees were elected to the Board by our stockholders at our 2024 annual meeting of stockholders, except for Mr. Prabhu who joined the Board in May 2024 and Mr. Norrod who joined the Board in July 2024. A special search committee of the Board identified and presented several candidates to the Board for consideration. After interviewing each of Mr. Prabhu and Mr. Norrod, the Board determined that each candidate’s backgrounds, skills, and experiences made him an excellent match to complement the existing skills on the Board.

Diversity of Skills and Expertise

Our Board is currently composed of a group of leaders with broad and diverse experience in many areas, as shown below. These are the skills and qualifications our Board considers important for our directors in light of our current business and structure. Our Board members have acquired these diverse skills through their accomplished careers and their service as executives and directors of a wide range of other public and private companies.

Customer domain expertise - consumer and small and mid-market

10 director nominees

Go-to-market, digital marketing, partnerships, and international expertise

13 director nominees

Public company board experience (current and former)

12 director nominees

Product domain expertise - SaaS, mobile, services, and money innovation

11 director nominees

Public policy/government relations

5 director nominees

Financial acumen or expertise, including CEO/CFO or audit committee experience

13 director nominees

Technology domain expertise - software development, cloud, data, AI, platform, and cybersecurity

11 director nominees

C-suite experience (current and former)

13 director nominees

Proven business acumen, collaboration, and industry engagement

13 director nominees

The charts in the Proxy Summary on page 5 provides additional detail regarding the tenures, ages, genders, and diversity of our Board members.

Board Refreshment

Our directors have an extensive breadth of professional backgrounds, including as entrepreneurs, technologists, operational and financial experts, and global enterprise leaders. In addition, our slate of nominees reflects a balance between Intuit’s commitment to thoughtful Board refreshment and the value of the experience that our longer-tenured directors bring, as well as a diversity of backgrounds, experiences, and perspectives. In the past year, we’ve added two new independent directors to our Board. Five of our 11 continuing independent director nominees have served on our Board for five or fewer years. We describe the Nominating and Governance Committee’s processes for identifying director nominees and reviewing the Board’s composition in the Corporate Governance section.



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Director Biographies

Eve Burton

Executive Vice President and Chief Legal Officer, The Hearst Corporation

Independent

Director since: 2016

Committees:

Nominating and Governance (Chair), Audit and Risk

Age: 66

Professional Background

The Hearst Corporation, one of the nation’s largest global diversified communications and software companies

•Executive Vice President and Chief Legal Officer since December 2019

•Senior Vice President, General Counsel, 2012-2019

•Vice President and General Counsel, 2002-2012

•Member of Board of Directors, CEO’s strategic advisory group and the Hearst Venture Investment Committee

•Founder and Chairwoman of HearstLab, which invests in women-led startups

Ms. Burton manages a global legal team that provides services to all of Hearst’s more than 350 businesses around the world. In addition, she oversees compliance, government affairs and innovation programs. She is also one of Hearst’s leaders in M&A and in establishing worldwide strategic enterprise deals.

Prior to joining Hearst, Ms. Burton served as Vice President and Chief Legal Counsel at Cable News Network (CNN). She serves on the board of directors of A&E Television Networks LLC and previously served on the board of directors of AOL.

Other Affiliations

•The David and Helen Gurley Brown Institute for Media Innovation at Stanford and Columbia Universities

Education

•Bachelor of Arts, Hampshire College

•Juris Doctor, Columbia Law School

Key Skills and Experience

•Legal and business experience as an EVP and the chief legal officer of a global company engaged in a broad range of diversified communications and software businesses, including consumer and digital media, health, transportation, and financial services, as well as strategic partnerships and investments

•Insights into operational and security issues facing online consumer services companies and business-to-business software companies

•Expertise in the technology, go-to-market, and public policy domains

•“Financial sophistication” (in accordance with Nasdaq listing standards)

Other Public Company Boards

None

Scott D. Cook

Founder, Intuit Inc.

Director since: 1984

Committees:

None

Age: 72

Professional Background

Intuit

•Founder

•Chairman of the Board, 1993-1998

•President and Chief Executive Officer, 1984-1994

Mr. Cook served on the board of directors of The Procter & Gamble Company from 2000 to 2020, where he was a member of the Compensation and the Technology & Innovation Committees, and on the board of directors of eBay Inc. from 1998 to 2015, where he was a member of the Corporate Governance and Nominating Committee.

Education

•Bachelor of Arts, Economics and Mathematics, University of Southern California

•Master of Business Administration, Harvard Business School

Key Skills and Experience

•Experience as an entrepreneur and corporate executive with a background in guiding and fostering innovation at companies in technology and other sectors

•Extensive knowledge of Intuit’s operations, markets, customers, management and strategy

•Experience as a board member of other large, global, consumer-focused companies

•Expertise in the customer, technology, product and go-to-market domains

Other Public Company Boards

None



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Richard L. Dalzell

Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.

Independent

Director since: 2015

Committees:

Acquisition (Chair),

Audit and Risk

Age: 67

Professional Background

Amazon

•Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer, 2001-2007

•Senior Vice President and Chief Information Officer, 2000-2001

•Vice President and Chief Information Officer, 1997-2000

Before he joined Amazon, Mr. Dalzell was Vice President of the Information Systems Division at Walmart Inc. for three years. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until it was acquired by Verizon Communications Inc. in 2015. He also served as a member of the board of directors of Twilio, Inc. from 2014 to 2023, where he was a member of the Nominating and Governance Committee.

Education

•Bachelor of Science, Engineering, the United States Military Academy at West Point

Key Skills and Experience

•Extensive experience, expertise and background in information technology, platform software, cloud computing, and cybersecurity, as well as a global perspective

•Corporate leadership experience gained from his service in various senior executive roles

•Expertise in the product, technology and go-to-market domains

Other Public Company Boards

None

Sasan K. Goodarzi

President and Chief Executive Officer, Intuit Inc.

Director since: 2019

Committees:

None

Age: 56

Professional Background

Intuit

•President and CEO since 2019

•Executive Vice President and General Manager of the Small Business & Self-Employed Group, 2016-2018

•Executive Vice President and General Manager of the Consumer Tax Group, 2015-2016

•Senior Vice President and General Manager of the Consumer Tax Group, 2013-2015

•Senior Vice President and Chief Information Officer, 2011-2013

•Led several business units, including Intuit Financial Services and the professional tax division, 2004-2010

Mr. Goodarzi served as Chief Executive Officer of Nexant Inc., a privately held provider of intelligent grid software and clean energy solutions, for ten months beginning in November 2010. Prior to joining Intuit, Mr. Goodarzi worked for Invensys, a global provider of industrial automation, transportation and controls technology, serving as Global President of the Products group. He also held a number of senior leadership roles in the automation control division at Honeywell.

Education

•Bachelor of Science, Electrical Engineering, University of Central Florida

•Master of Business Administration, Kellogg School of Management at Northwestern University

Key Skills and Experience

•Deep understanding of Intuit’s business and culture

•Instrumental contributions to and experience in developing and executing our strategic priorities

•Expertise in the customer, product, technology, go-to-market, and public policy/government relations domains

Other Public Company Boards

Atlassian Corporation Plc since 2018 (chairs the Compensation and Leadership Development Committee)



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Deborah Liu

President, Chief Executive Officer and Director, Ancestry.com LLC

Independent

Director since: 2017

Committees:

Acquisition,

Compensation and Organizational Development

Age: 48

Professional Background

Ancestry.com, a family history and consumer genomics company

•President, Chief Executive Officer and member of the board of directors since March 2021

Facebook (now Meta Platforms, Inc.)

•Held several senior executive positions, including Vice President of FB App Commerce, Vice President, Platform Marketplace, and Director of Product Management, 2014 -2021

•Helped create Facebook’s commerce and payments businesses

•Led the development of Facebook’s first mobile ad product for apps and Audience Network

•Built Facebook's games business and payments platform

Ms. Liu has worked in the tech industry for over 20 years. Prior to Facebook, she spent several years in product roles at PayPal and eBay, including leading the integration between the two products. She holds several payments and commerce-related patents.

Other Affiliations

•Founder of Women in Product, a nonprofit to connect and support women in the product management field

Education

•Bachelor of Science, Civil Engineering, Duke University

•Master of Business Administration, Stanford Graduate School of Business

Key Skills and Experience

•Extensive executive management experience in large global technology companies

•Deep technical understanding of mobile platforms

•Strong background building personalized and rich experiences across apps, products, people, and third-party integrations

•Expertise in the customer, product, technology, and go-to-market domains

Other Public Company Boards

None

Tekedra Mawakana

05_433586-1_pix_Board Nominees_Mawakana.jpg

Co-Chief Executive Officer and Director, Waymo LLC

Independent

Director since: 2020

Committees:

Compensation and Organizational Development,

Nominating and Governance

Age: 53

Professional Background

Waymo, an autonomous driving technology company

•Co-Chief Executive Officer and member of board of directors since April 2021

•Chief Operating Officer, 2019-April 2021

•Chief External Officer, 2018-2019

•Global Head of Policy, 2017-2018

Prior to joining Waymo, Ms. Mawakana served as Vice President, Global Government Relations and Public Policy at eBay from 2016 to 2017 and Vice President and Deputy General Counsel, Global Public Policy at Yahoo from 2013 to 2016. She started her career at the DC-based law firm Steptoe & Johnson LLP.

Other Affiliations

•Member of the Advisory Council to Boom Technology Inc.

•Former Member of the Board of Industry Leaders of the Consumer Technology Association

Education

•Bachelor of Arts, Trinity College (now Trinity Washington University)

•Juris Doctor, Columbia Law School

Key Skills and Experience

•Extensive experience in advising publicly traded consumer technology companies on global regulatory policy

•Deep understanding of public policy related to commerce and advanced applications of artificial intelligence and machine learning

•Expertise in the customer, technology, go-to-market and public policy/government relations domains

Other Public Company Boards

None



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Suzanne Nora Johnson

Former Vice Chairman, The Goldman Sachs Group

Independent

Board Chair since: January 2022

Director since: 2007

Committees:

Compensation and Organizational Development (Chair),

Nominating and Governance

Age: 67

Professional Background

The Goldman Sachs Group

•Several management positions, including Vice Chairman, Chairman of the Global Markets Institute, and Head of the Global Investments Research Division, 1985-2007

Ms. Nora Johnson served on the board of directors of VISA Inc. from 2007 to 2022, where she was a member of the Nominating and Governance Committee and the Audit and Risk Committee, and on the board of directors of American International Group, Inc. from 2008 to 2020, where she was chair of the Risk and Capital Committee and a member of the Nominating and Corporate Governance Committee and the Technology Committee.

Other Affiliations

•Co-Chair, The Brookings Institution

•Chair of the Board of Directors, Markle Foundation

•Chair of the Board of Trustees, The University of Southern California

Education

•Bachelor of Arts, University of Southern California

•Juris Doctor, Harvard Law School

Key Skills and Experience

•Valuable business experience managing large, complex, global institutions

•Insights into how changes in the financial services industry, public policy, and the macro-economic environment affect our businesses

•Extensive knowledge of Intuit’s business and strategy and understanding of external perceptions that help to deliver effective oversight of our Board and management

•Expertise in the product and go-to-market domains

Other Public Company Boards

Pfizer Inc. since 2007 (chairs the Audit Committee and serves on the Regulatory and Compliance Committee and the Executive Committee)

Forrest Norrod

Executive Vice President and General Manager of the Data Center Solutions Business Group, AMD

Independent

Director since: 2024

Committees: Acquisition, Audit and Risk

Age: 59

Professional Background

Advanced Micro Devices, an adaptive computing company

•Executive Vice President and General Manager of the Data Center Solutions Business Group since January 2023

•Vice President and General Manager of the Data Center Solutions Business Group, 2014-2023

Mr. Norrod is a seasoned leader with more than 35 years of technology industry experience. Prior to joining Advanced Micro Devices, Mr. Norrod spent nearly 14 years at Dell Inc. in various leadership roles, including Vice President and General Manager of Servers from 2010-2014, Vice President and General Manager of Data Center Solutions from 2007-2010, Vice President of Engineering from 2006-2007, Vice President of Enterprise Engineering from 2002-2006, and Vice President of Desktop and Workstation Development from 2001-2002.

He served on the board of directors of Intersil Corporation from 2014-2017, where he was on the Compensation Committee and Nominating and Corporate Governance Committee.

Education

•Bachelor of Science, Electrical Engineering, Virginia Tech

•Master of Science, Electrical Engineering, Virginia Tech

Key Skills and Experience

•Executive management experience within large, global technology organizations

•Deep experience in advanced technologies, including artificial intelligence

•Extensive experience driving global growth of companies at scale

•“Financial sophistication” (in accordance with Nasdaq listing standards)

Other Public Company Boards

None



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Vasant Prabhu

Former Chief Financial Officer and Vice Chairman of Visa, Inc.

Independent

Director since: 2024

Committees: Acquisition, Audit and Risk

Age: 64

Professional Background

Visa Inc., a global digital payments company

•Chief Financial Officer, 2015-2023

•Vice Chairman, 2019-2023

Prior to joining Visa Inc., Mr. Prabhu served as Chief Financial Officer of NBCUniversal Media, LLC, from 2014-2015. Mr. Prabhu previously served as Chief Financial Officer and Vice Chairman of Starwood Hotels & Resorts Worldwide, Inc. from 2004-2014. He was also Executive Vice President and Chief Financial Officer of Safeway, Inc. from 2000-2003. He also held various senior leadership roles at McGraw Hill Companies from 1998-2000, PepsiCo Inc. from 1992-1998, and Booz Allen Hamilton from 1983-1992.

He served on the board of directors of Mattel, Inc. from 2007-2020, where he was chair of the Audit Committee.

Education

•Bachelor of Technology, Mechanical Engineering, Indian Institute of Technology

•Masters of Business Administration, University of Chicago

Key Skills and Experience

•Deep public company financial expertise

•Extensive executive management experience in large global technology companies

•Expertise in the customer, product, technology, and go-to-market domains

•Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards)

Other Public Company Boards

Delta Air Lines, Inc. since 2023 (serves on Financial Committee and Safety & Security Committee)

Kenvue Inc. since 2023 (chairs the Audit Committee)

Ryan Roslansky

Chief Executive Officer, LinkedIn Corporation

Independent

Director since: 2023

Committees: Acquisition, Compensation and Organizational Development

Age: 46

Professional Background

•Chief Executive Officer since June 2020

•Chief Product Officer, 2009-2020

Prior to becoming the Chief Product Officer of LinkedIn, Mr. Roslansky held various roles in LinkedIn's research and development organization. Prior to LinkedIn, Mr. Roslansky was senior vice president of products at Glam Media and held various product and general management positions at Yahoo!. He served on the board of directors of GoDaddy Inc. from 2018 to 2023, where he was a member of the Nominating and Governance Committee.

Key Skills and Experience

•Valuable business experience building a global technology platform

•Deep technical understanding of SaaS and mobile platforms

•Expertise in the customer, product, technology, and go-to-market domains

Other Public Company Boards

None



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Thomas Szkutak

Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc.

Independent

Director since: 2018

Committees:

Audit and Risk (Chair), Nominating and Governance

Age: 63

Professional Background

Amazon

•Senior Vice President and Chief Financial Officer, 2002-2015

General Electric

•Chief Financial Officer of GE Lighting, 2001-2002

•Finance Director of GE Plastics Europe, 1999-2001

•Executive Vice President of Finance at GE Asset Management (formerly known as GE Investments), 1997-1999

•Graduate of GE’s financial management program

Mr. Szkutak has served as an advisor and operating partner of Advent International, a global private equity firm, since 2017. He served on the board of directors of athenahealth, Inc. from 2016 to 2019, where he was chair of the Audit Committee, and on the board of directors of Zendesk, Inc. from 2019 to 2022, where he was the chair of the Audit Committee.

Education

•Bachelor of Science, Business Administration, Boston University

Key Skills and Experience

•Deep public company financial expertise

•Executive management experience with large, global organizations

•Expertise in the customer, product, and go-to-market domains

•Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards)

Other Public Company Boards

None

Raul Vazquez

Chief Executive Officer and Director, Oportun Financial Corporation

Independent

Director since: 2016

Committees: Acquisition, Audit and Risk

Age: 53

Professional Background

Oportun Financial, a financial technology company

•Chief Executive Officer, since 2012

Prior to joining Oportun, Mr. Vazquez spent nine years at Walmart in various senior leadership roles, including Executive Vice President and President of Walmart West, Chief Executive Officer of Walmart.com, and Executive Vice President of Global eCommerce for developed markets. Mr. Vazquez previously worked in startup companies in e-commerce, at a global strategy consulting firm focused on Fortune 100 companies, and as an industrial engineer for Baxter Healthcare. Mr. Vazquez served on the board of directors of Staples, Inc. from 2013 to 2016.

Other Affiliations

•Chair of the Federal Reserve Board’s Community Advisory Council, 2015-2017

•Consumer Financial Protection Bureau’s Consumer Advisory Board, 2016-2018

Education

•Bachelor of Science, Industrial Engineering, Stanford University

•Master of Science, Industrial Engineering, Stanford University

•Master of Business Administration, The Wharton School at the University of Pennsylvania

Key Skills and Experience

•Wide range of experience in innovative consumer financial products, retail, marketing, e-commerce, technology, and community development

•Executive leadership experience with global organizations

•Expertise in the customer, product, technology, go-to-market, and public policy/government relations domains

•Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards)

Other Public Company Boards

Oportun Financial Corporation since 2019



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Eric S. Yuan

Chief Executive Officer and Director, Zoom Video Communications, Inc.

Independent

Director since: 2023

Committees:

Audit and Risk, Nominating and Governance

Age: 54

Professional Background

Zoom Video Communications, an all-in-one intelligent collaboration platform

•Chief Executive Officer, since 2011

Prior to founding Zoom in 2011, Mr. Yuan was Corporate Vice President of Engineering at Cisco, where he was responsible for Cisco's collaboration software development. Mr. Yuan was also one of the founding engineers and Vice President of Engineering at Webex, which was acquired by Cisco. He is a named inventor on 11 issued and 20 pending patents.

Education

•Bachelor of Science, Applied Math, Shandong University of Science & Technology

•Master of Engineering, China University of Mining & Technology

Key Skills and Experience

•Extensive executive management experience in large global technology companies

•Deep technical understanding of SaaS and mobile platforms

•Expertise in the customer, product, technology, go-to-market, and public policy/government relations domains

•Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards)

Other Public Company Boards

Zoom Video Communications, Inc. since 2011

Board Diversity Matrix

The following chart shows certain self-identified personal characteristics of our current directors, in accordance with Nasdaq Listing Rule 5605(f).

Board Diversity Matrix (as of November 27, 2024)


Total number of directors:	13
	Female	Male	Non-binary	Did not disclose gender
Directors	4	9	—	—
Number of directors who identify in any of the categories below:
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	2	—	—
Hispanic or Latino	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	5	—	—
Two or more races or ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did not disclose demographic background	1	—	—	—

Directors who identify as Middle Eastern: 1



32	INTUIT 2025 Proxy Statement	Proposal No. 1 – Election of Directors	Our Director Nominees

Table of Contents

Election Mechanics

Each nominee, if elected, will serve until the next annual meeting of stockholders and until a qualified successor is elected, unless the nominee dies, resigns or is removed from the Board before that meeting. Although we know of no reason why any of the nominees would not be able or willing to serve, if any nominee is unable or unwilling to serve or for good cause does not serve, the proxy holder can vote your shares either for a substitute nominee (if one is proposed by the Board) or just for the remaining nominees, leaving a vacancy. Alternatively, the Board may further reduce the size of the Board.

If a nominee does not receive more votes in favor than votes against their election, Delaware law provides that the director would continue to serve on the Board as a “holdover director.” However, in accordance with Intuit’s bylaws and Corporate Governance Principles, each director has submitted an advance, contingent, irrevocable resignation that the Board may accept if stockholders do not elect the director. In that situation, our Nominating and Governance Committee would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would act on the Nominating and Governance Committee’s recommendation, and publicly disclose its decision and the rationale behind it, within 90 days of the date the election results are certified.



						The Board recommends that you vote FOR the election of each of the director nominees.



Our Director Nominees	Proposal No. 1 – Election of Directors	INTUIT 2025 Proxy Statement	33

Table of Contents

Director Compensation

Annual Retainer and Equity Compensation Program for Non-Employee Directors

Our director compensation programs are designed to attract and retain qualified non-employee board members and to align their interests with the long-term interests of our stockholders. The Compensation Committee annually reviews and considers information from its independent compensation consultant regarding the amounts and type of compensation paid to non-management directors at companies within the same peer group the committee uses to assess executive compensation. The Compensation Committee makes recommendations to the Board if it determines changes are needed.

In October 2023, the Compensation Committee reviewed the compensation of our non-employee directors and determined not to make any changes for calendar year 2024. In October 2024, the Compensation Committee reviewed the compensation of our non-employee directors and recommended, and the Board determined, to increase the annual equity retainer to $280,000 and increase the additional annual cash retainers for Audit and Risk Committee members to $20,000 in calendar year 2025. These are the elements of our non-employee director compensation program, which are described in greater detail below.

Annual Independent Director Compensation

Cash Retainers for Board and Committee Service

Independent Directors

$75,000

Chair of the Board

$90,000*

Audit and Risk Committee

Acquisition Committee

Chair

$32,500**

Chair

$17,500**

Member

$20,000

Member

$15,000

Compensation and Organizational Development Committee

Nominating and Governance Committee

Chair

$25,000**

Chair

$17,500**

Member

$15,000

Member

$10,000

Annual Equity Retainer

Independent Directors

$280,000

Chair of the Board

$90,000*

* The Chair of the Board of Directors also receives the Board membership retainer.

** Committee chairs also receive the committee membership retainer.



34	INTUIT 2025 Proxy Statement	Director Compensation	Annual Retainer and Equity Compensation Program for Non-Employee Directors

Table of Contents

Fiscal 2024 Annual Cash Retainers

Non-employee directors are paid annual cash retainers for Board membership, plus additional cash retainers for their committee service. The Board Chair is also paid a supplemental cash retainer for that service. These retainers are paid in quarterly installments and are prorated for any changes to committee service that occur during the year. Directors may elect to defer cash retainers into tax-deferred Intuit stock units by making an irrevocable written election before the start of each calendar year. These tax-deferred stock units, known as Conversion Grants, are granted quarterly and are fully vested at the time of grant. The shares underlying Conversion Grants are distributable on the same terms as the annual grants made to non-employee directors.

We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings. However, we do not pay meeting attendance fees.

Fiscal 2024 Director Equity Compensation Program

Grants are made to non-employee directors in the form of a fixed dollar value of RSUs that generally vest in full on the first day of the 12th month following the grant date. Because these grants are for a fixed dollar amount, the number of RSUs awarded annually to non-employee directors varies, depending on the closing market price of Intuit’s common stock on the date of grant. The annual grants are awarded each year on the day following the annual meeting of stockholders. For a director who joins the Board between annual meetings, the annual grant will be prorated based on the number of full months of expected service until the first anniversary of the most recent annual meeting. These prorated grants will vest on the same day as the other directors’ annual grants. Once RSUs vest, issuance of shares is deferred until five years from the date of grant, or an earlier separation from the Board or change in control of Intuit. Directors may elect to defer settlement of their RSUs for a longer period of time (from six to ten years following the date of grant). The short vesting schedule serves to avoid director entrenchment, while the five-year deferral ensures long-term alignment of director interests with those of our stockholders.

All of the RSUs that we grant to our directors have dividend equivalent rights. Dividend equivalents accumulate and are paid only when the shares underlying the RSUs are issued. Dividend equivalent rights on RSUs that fail to vest are forfeited.

The Amended and Restated 2005 Equity Incentive Plan (the “2005 Equity Incentive Plan”) provides that the annual aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards granted to any non-employee director during any single calendar year (not including awards granted in lieu of cash retainers or other cash payments) may not exceed $625,000, plus an additional $250,000 for the non-employee director serving as the Chair of the Board.

Director Compensation Policies and Plans

Director Stock Ownership Requirement

We have a mandatory stock ownership program that requires non-employee directors to own Intuit stock with a value equal to at least ten times the amount of the annual Board member cash retainer. Unvested RSUs and vested deferred RSUs held by a Board member are counted as shares when determining the number of shares owned. Under our policy, directors must comply with this requirement within five years from the date they join the Board. If any director does not meet the stock ownership requirement within this time frame, then 50% of his or her annual cash retainers will be made in the form of Intuit stock until compliance is achieved. As of July 31, 2024, all of our directors were in compliance with our policy.

More information about policies that cover our non-employee director compensation program are discussed below in Our Compensation Policies and Practices.



Director Compensation Policies and Plans	Director Compensation	INTUIT 2025 Proxy Statement	35

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Donation Matching Program for Non-Employee Directors

Our non-employee directors may participate in the Donation Matching Program for Non-Employee Board Members. Under this program, Intuit will match donations made by non-employee directors to qualified charitable organizations, up to a maximum of $15,000 per director per fiscal year.

Director Summary Compensation Table

The following table summarizes the fiscal 2024 compensation earned by each of our directors, other than Mr. Goodarzi whose compensation is described under “Executive Compensation Tables”.


Director Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2) (3) (4)	All Other Compensation ($)		Total ($)
Eve Burton	—	379,010	—		379,010
Scott D. Cook	—	—	1,267,625	(5)	1,267,625
Richard L. Dalzell	—	383,738	—		383,738
Deborah Liu	—	366,229	15,000	(6)	381,229
Tekedra Mawakana	—	361,500	—		361,500
Suzanne Nora Johnson	215,000	350,287	15,000	(6)	580,287
Forrest Norrod (appointed July 24, 2024)	—	108,353	—		108,353
Vasant Prabhu (appointed May 2, 2024)	26,250	173,679	—		199,929
Ryan Roslansky	105,000	260,071	—		365,071
Thomas Szkutak	—	394,155	—		394,155
Raul Vazquez	105,000	260,071	—		365,071
Eric S. Yuan	100,000	260,071	—		360,071

(1)Non-employee directors may elect to receive RSUs in lieu of their cash retainers. These Conversion Grants are granted on a quarterly basis and are fully vested at the time of grant. For Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak, the number in the “Stock Awards” column includes the value of Conversion Grants at the time of grant in addition to the value of the annual equity grant. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak elected to receive all of their cash retainers due to them for service on the Board and committees during calendar years 2024 and 2023 in RSUs. See the Equity Grants to Directors During Fiscal Year 2024 table for more information.

(2)These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“FASB ASC Topic 718”). See the Equity Grants to Directors During Fiscal Year 2024 and Outstanding Equity Awards for Directors at Fiscal Year-End 2024 tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year.



36	INTUIT 2025 Proxy Statement	Director Compensation	Director Summary Compensation Table

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(3)Equity Grants to Directors During Fiscal Year 2024

The following table shows the RSU grants made to each of our directors, other than Mr. Goodarzi, who served during fiscal 2024.


	Stock Awards
Director Name	Grant Date	Shares Subject to Award (#)		Grant Date Fair Value ($)(a)
Eve Burton	10/27/2023	62	(b)	29,730
	1/19/2024	418	(c)	260,071
	1/19/2024	48	(b)	29,865
	5/3/2024	47	(b)	29,576
	7/26/2024	47	(b)	29,768
Scott D. Cook (d)	—	—		—
Richard L. Dalzell	10/27/2023	64	(b)	30,689
	1/19/2024	418	(c)	260,071
	1/19/2024	50	(b)	31,109
	5/3/2024	49	(b)	30,834
	7/26/2024	49	(b)	31,035
Deborah Liu	10/27/2023	55	(b)	26,374
	1/19/2024	418	(c)	260,071
	1/19/2024	43	(b)	26,754
	5/3/2024	42	(b)	26,429
	7/26/2024	42	(b)	26,601
Tekedra Mawakana	10/27/2023	53	(b)	25,415
	1/19/2024	418	(c)	260,071
	1/19/2024	41	(b)	25,509
	5/3/2024	40	(b)	25,171
	7/26/2024	40	(b)	25,334
Suzanne Nora Johnson	1/19/2024	563	(c)	350,287
Forrest Norrod	7/25/2024	173	(e)	108,353
Vasant Prabhu	5/3/2024	276	(e)	173,679
Ryan Roslansky	1/19/2024	418	(c)	260,071
Thomas Szkutak	10/27/2023	70	(b)	33,567
	1/19/2024	418	(c)	260,071
	1/19/2024	54	(b)	33,598
	5/3/2024	53	(b)	33,351
	7/26/2024	53	(b)	33,568
Raul Vazquez	1/19/2024	418	(c)	260,071
Eric S. Yuan	1/19/2024	418	(c)	260,071

(a)These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The grant date fair value of these awards is equal to the closing market price of Intuit’s common stock on the date of grant.

(b)These amounts represent RSUs awarded pursuant to a Conversion Grant, which are granted quarterly with a grant date fair value equal to 25% of the annual retainers for Board and committee service (as described above under Annual Retainer and Equity Compensation Program for Non-Employee Directors) and calculated using the closing market price of Intuit’s common stock on the date of grant. Conversion Grants are fully vested at the time of grant because they replace cash compensation that is vested when it is paid.

(c)These amounts represent RSUs awarded pursuant to an annual non-employee director grant, which vests as to 100% of the shares on January 1, 2025, subject to the director’s continued service.

(d)Mr. Cook was not granted any equity awards from Intuit during fiscal 2024.

(e)These amounts represent RSUs awarded pursuant to a New Board Member grant that was prorated based on the number of full months of expected service until the next annual meeting and vests as to 100% of the shares on January 1, 2025, subject to the director’s continued service.



Director Summary Compensation Table	Director Compensation	INTUIT 2025 Proxy Statement	37

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(4)Outstanding Equity Awards for Directors at Fiscal Year-End 2024

The following table provides information on the outstanding equity awards held by our directors, other than Mr. Goodarzi, as of July 31, 2024.


Director Name	Aggregate Shares Subject to Outstanding Stock Awards (#)(a)	Portion of Outstanding Stock Awards that is Vested and Deferred (#)(a)
Eve Burton	8,254	7,836
Scott D. Cook	—	—
Richard L. Dalzell	4,245	3,827
Deborah Liu	6,376	5,958
Tekedra Mawakana	2,797	2,379
Suzanne Nora Johnson	3,703	3,140
Forrest Norrod	173	—
Vasant Prabhu	276	—
Ryan Roslansky	825	407
Thomas Szkutak	4,480	4,062
Raul Vazquez	3,161	2,743
Eric S. Yuan	825	407

(a)For each non-employee director, the amounts reflected as aggregate shares subject to outstanding stock awards include vested and deferred stock awards, for which settlement is deferred in accordance with Intuit’s director equity compensation program.

(5)Mr. Cook is an employee of Intuit, so he is not compensated as a non-employee director. Mr. Cook’s cash compensation shown in the table reflects salary of $650,000, an incentive bonus of $617,500 awarded for performance in fiscal 2024, and $125 in other compensation. Mr. Cook was not granted any equity awards during fiscal 2024.

(6)Represents matching contributions to charitable organizations pursuant to the Donation Matching Program for Non-Employee Board Members.



38	INTUIT 2025 Proxy Statement	Director Compensation	Director Summary Compensation Table

Table of Contents

Proposal No. 2 – Advisory Vote to Approve Executive Compensation

In accordance with Section 14A of the Exchange Act, we are asking stockholders to vote, on an advisory basis, to approve Intuit’s executive compensation for our NEOs.

The Compensation Discussion and Analysis section of this proxy statement explains the Compensation Committee’s guiding compensation philosophy. The Compensation Committee strives to establish a compensation program that:

•compensates our executives based on both overall company performance and individual employee performance;

•supports our corporate growth strategy;

•enables Intuit to attract, retain, and motivate talented executives with proven experience;

•closely ties our NEOs’ compensation to short- and long-term performance goals and strategic objectives (including our True North Goals relating to reducing greenhouse gas emissions, increasing workforce diversity, creating jobs, and better preparing individuals for jobs); and

•makes incentive compensation a greater portion of overall pay for our NEOs than it is for most other Intuit employees, because the NEOs lead our key business units or functions and thus have the ability to directly influence overall company performance.

Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy, as described under Executive Compensation Highlights in the Proxy Summary above and in the Compensation Discussion and Analysis section below.

We urge you to read the Compensation Discussion and Analysis section of this proxy statement to learn how our policies and practices reflect our compensation philosophy, and the Executive Compensation Tables section to learn about the specific compensation of our NEOs. The Compensation Committee and the Board believe that Intuit’s policies and procedures reflect our compensation philosophy and promote its goals.

While the advisory vote to approve executive compensation is non-binding, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values your opinions and will consider the outcome of the “say-on-pay” vote when making future compensation decisions for NEOs.



						The Board recommends that you vote FOR approval, on an advisory basis, of the compensation of our NEOs.



Proposal No. 2 – Advisory Vote to Approve Executive Compensation	INTUIT 2025 Proxy Statement	39

Table of Contents

Compensation Discussion and Analysis


Executive Summary			40
Compensation Philosophy and Objectives			44
Components of Compensation			45
Fiscal 2024 Compensation Actions			51
Other Benefits			56


Role of Compensation Consultants, Executive Officers, and the Board in Compensation Decisions			57
Fiscal 2024 Compensation Peer Group			57
Our Compensation Policies and Practices			58

Executive Summary

This Compensation Discussion and Analysis describes our executive compensation philosophy and objectives, provides context for the compensation actions approved by the Compensation Committee, and explains the compensation of our NEOs. The Compensation Committee, which is made up entirely of independent directors, oversees Intuit’s compensation plans and policies, approves the compensation of our executive officers, and administers our equity compensation plans, as well as our organizational development activities, human capital management, and DEI initiatives. For fiscal 2024, our NEOs were:


Named Executive Officers
			Sasan K. Goodarzi President and Chief Executive Officer


			Sandeep S. Aujla Executive Vice President and Chief Financial Officer


			Laura A. Fennell Executive Vice President and Chief People & Places Officer


			Mark Notarainni Executive Vice President and General Manager, Consumer Group


			Marianna Tessel Executive Vice President and General Manager, Global Business Solutions Group (formerly Small Business & Self-Employed Group)



40	INTUIT 2025 Proxy Statement	CD&A	Executive Summary

Table of Contents

Fiscal 2024 Compensation Overview

Focus on Pay-For-Performance and Delivering for All Stakeholders

In fiscal 2024, management and the Compensation Committee continued to approach our executive compensation program with enduring pay-for-performance principles and set rigorous goals to drive growth and long-term shareholder value. The committee did not adjust any components of our executive compensation program, including our performance measures or goals. Our program is designed to balance rewards for both short-term operating results and long-term growth, and the committee evaluated each NEO’s performance against key financial measures, strategic objectives like our True North Goals, and stockholder return. We delivered approximately 97% of total direct compensation for our CEO, and approximately 95% of total direct compensation for our other NEOs, through awards linked to Intuit’s performance. The only fixed component of pay was base salary.

CEO Total Direct Compensation(1)

Other NEOs Total Direct Compensation(1)

(1)Total direct compensation reflects base salary, actual bonus payout, and equity awards granted during fiscal 2024. Consistent with disclosure in the Fiscal Year 2024 Summary Compensation Table, equity awards are reported at their grant date fair value (which, for the PSUs, is based on the probable outcome of achievement of the performance goals using a widely accepted probability model), and salary and incentive cash are reported based on the actual amounts earned with respect to fiscal 2024.

Equity-based compensation is aligned with the long-term interests of Intuit’s stockholders because it focuses our executive officers’ attention on increasing stockholder value over time, including both absolute and relative TSR.

Annual cash incentive awards for the NEOs were equal to the overall funding level of our bonus pool for the broader employee base to promote consistent Intuit-wide outcomes. These annual cash incentives were based on achievement of specific revenue and non-GAAP operating income goals for the fiscal year, as well as Intuit’s performance against goals to deliver results for our key True North stakeholders, including certain ESG goals. Our True North stakeholders include employees, customers, stockholders and the communities that we serve. In assessing True North performance, the Compensation Committee considered factors such as our progress on workforce diversity, job creation and readiness, and climate goals, and opportunities for continued improvement in delivering for all True North stakeholders.



Executive Summary	CD&A	INTUIT 2025 Proxy Statement	41

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Our Fiscal 2024 Performance

Intuit’s financial performance for fiscal 2024 was strong, demonstrating the strength of our platform. We made meaningful progress with our AI-driven expert platform strategy and Big Bets that position the company for durable growth in the future.

Total

revenue

Combined platform revenue

GAAP operating income

GAAP diluted EPS

$16.3 billion

up 13% from FY23

Global Business Solutions Group up 19% from FY23

with Online Ecosystem up 20% from FY23

Consumer Group up 7% from FY23

Credit Karma up 5% from FY23

$12.5 billion

up 14% from FY23 includes Global Business Solutions Group Online Ecosystem, TurboTax Online and Credit Karma

$3.6 billion up 16% from FY23

$10.43

up 24% from $8.42 in FY23

Form: DEF 14A

Documents