UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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INTUIT INC.

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Notice of 2020 Annual Meeting of Stockholders and Proxy Statement

Thursday, January 23, 2020

Unlocking the Power of Many
for the Prosperity of One

The evolution of our strategy is to become an AI-driven expert platform to connect our customers, our partners and our services to deliver benefits to solve our customers’ most pressing problems.

The benefits
we deliver:

More Money,
No Work,
Complete Confidence

The customers
we serve:

Small Business,
Self-Employed,
Consumers

The partners who help us deliver those benefits:

Accountants, Developers, Financial Institutions, Mega Platforms, Educational Institutions, Governments

​	Agenda Item	​	​	Board Recommendation				​	​	For more information	​
​	1. Elect the eleven directors nominated by our Board and named in this Proxy Statement. ​	​	​		​	​	FOR (all nominees)	​	​	Page 21	​
​	2. Approve our executive compensation (on a non-binding basis). ​	​	​		​	​	FOR	​	​	Page 33	​
​	3. Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2020. ​	​	​		​	​	FOR	​	​	Page 74	​
​	4. Vote on a stockholder proposal to adopt a mandatory arbitration bylaw, if properly presented at the meeting. ​	​	​		​	​	AGAINST	​	​	Page 77	​

HOW TO VOTE

November 27, 2019

Dear Fellow Intuit Stockholders:

​

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

We have first released this proxy statement to Intuit stockholders beginning on November 27, 2019.

You are entitled to vote if you held Intuit stock on the record date. Each share of Intuit common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

AGENDA

2019 Performance Highlights

We delivered strong results in fiscal 2019. Overall revenue grew by 13%, highlighted by growth of 15% in the Small Business & Self-Employed Group and 11% in the Consumer Group. We grew combined QuickBooks Online and TurboTax Online platform revenue over 23%, totaling approximately $3.9 billion. In our Small Business & Self-Employed Group, QuickBooks Online Ecosystem revenue grew 38% to $1.7 billion.

Our mission is powering prosperity around the world. The evolution of our strategy is to become an artificial intelligence (“A.I.”)-driven expert platform to connect our customers, our partners and our services to solve our customers’ most pressing problems. Our strategy includes three core elements:

•

building an open, trusted platform where we and our partners can solve our customers’ most pressing problems;

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accelerating the application of A.I. to revolutionize experiences for our customers; and

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•

connecting people with experts to inspire confidence in our customers.

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Our products, including QuickBooks, TurboTax, Mint and Turbo, are designed to help our customers prosper by enabling them to better manage their money, reduce their debt and file their taxes with ease so they can receive the maximum refunds they deserve. For those customers who run small businesses, we are focused on helping them get paid faster, pay their employees, access capital, ensure their books are done right and find and keep customers. We see many opportunities on the horizon to help our customers prosper.

Key highlights from fiscal 2019 include the following:

Unless otherwise indicated, all fiscal 2018 and fiscal 2019 figures that appear in this proxy statement are as reported under ASC 606.

See Appendix A included in this proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to GAAP financial measures.

Board Highlights

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 critical for reaching sound decisions that drive stockholder value. As evidence of our commitment to a diversity of perspectives, Intuit has undergone significant Board refreshment in recent years, and our 11 Board nominees have varying tenures, ages, genders, ethnic backgrounds and professional experiences.

BOARD OVERVIEW

The following charts reflect the tenure, age and gender of the nominees for our Board of Directors:

EXPERIENCE AND EXPERTISE

The following chart reflects the experience and expertise of the 11 nominees for our Board of Directors. These are the skills and qualifications our Board considers important for our directors in light of our current business and structure.

BOARD NOMINEES AND COMMITTEE MEMBERSHIP

The following table provides summary information about each director nominee, including current committee memberships.

(1) Blue “C” indicates a committee chair

Executive Compensation Highlights

COMPENSATION PRACTICES

We employ a number of practices that reflect our pay-for-performance compensation philosophy and related approach to executive compensation.

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, as well as total stockholder return (“TSR”) that compares favorably to the TSR of certain peer companies. As shown below, the vast majority of fiscal 2019 compensation for our Named Executive Officers was performance-based.

(1)

Total direct compensation reflects base salary, actual bonus payout and equity awards granted during fiscal 2019 (excluding any one-time recognition or promotion grants). Consistent with disclosure in the Fiscal Year 2019 Summary Compensation Table, equity awards are reported at grant date fair value (which, for the Relative TSR RSUs, is based on the target number of shares subject to the award), and salary and incentive cash are reported based on the actual amounts earned with respect to fiscal 2019.

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Consistent with our compensation objectives, our Named Executive Officers received the following base salaries, cash incentives and equity incentives in fiscal 2019:

(1)

This amount includes a $170,000 recognition bonus that Mr. Smith received in connection with his transition to Executive Chairman of the Board.

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(2)

This amount includes $2,999,795 attributable to Mr. Smith’s one-time February 2019 grant in recognition of his efforts relating to the CEO transition and his transition to Executive Chairman of the Board and $2,000,205 attributable to his July 2019 year-end focal equity grant.

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(3)

This amount includes $2,149,810 attributable to Mr. Chriss’ February 2019 promotion grant and $2,250,266 attributable to his July 2019 year-end focal equity grant.

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The table above excludes the fair value of 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 2019 Summary Compensation Table. These items are not typically considered in the Compensation Committee’s deliberations regarding annual compensation for our senior executives because the amounts are non-recurring, not material, or both, or the benefits relate to relocation assistance or are available to a large group of employees. For a complete discussion of our executive compensation program, please see the “Compensation Discussion and Analysis” and the “Executive Compensation Tables” sections of this proxy statement.

STOCKHOLDER VALUE DELIVERED

As shown below, over the last five fiscal years, Intuit’s cumulative total return exceeded both the broad market (based on a comparison against the S&P 500 Index) and the overall technology sector (based on a comparison against the Morgan Stanley Technology Index).

The graph assumes that $100 was invested in Intuit common stock and in each of the indices on July 31, 2014 and that all dividends were reinvested. The comparisons in the graph 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 Five-YEAR CUMULATIVE TOTAL RETURN*

*

$100 invested on 7/31/2014 in stock or index, including reinvestments of dividends. Fiscal year ending July 31.
Copyright © 2019 Standard and Poor’s, a division of S&P Global. All rights reserved.

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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.

Corporate Governance Practices  | Corporate Governance  | INTUIT 2020 Proxy Statement9​

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 are:

The Board’s Role in Strategy

Our Board recognizes the importance of ensuring that our overall business strategy is designed 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. The Board has a robust annual strategic planning process during which elements of our business and financial plans, strategies, and near- and long-term initiatives are developed and reviewed. This annual process culminates with a full-day Board session to review Intuit’s overall strategy with our senior leadership team. In addition to our business strategy, 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 Oversight of Risk

The Board oversees Intuit’s risk management program and delegates certain risk oversight responsibilities to its 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.

Our Enterprise Risk Management (“ERM”) program covers the full range of material risks to Intuit, including strategic, operational, financial, compliance and reputational risks. Intuit’s Chief Compliance Officer, who reports to our General Counsel, facilitates the ERM program as part of our strategic planning process. As part of our ERM process, management identifies, assesses, prioritizes and develops mitigation plans for Intuit’s top risks. These plans are reviewed annually with the full Board.

10INTUIT 2020 Proxy Statement | Corporate Governance  | Board Responsibilities and Structure

BOARD LEADERSHIP STRUCTURE

The Board appoints a Chairman of the Board, who may be an officer of Intuit if the Board determines that is in the best interests of Intuit and our stockholders. The roles of Chairman of the Board and CEO may be held by the same person or by different people. When the roles are separated, the Board in its discretion may appoint a Lead Independent Director. When the same person holds both roles, the independent directors of the Board are required to appoint a Lead Independent Director. The Board annually reviews its leadership structure to assess what best serves the interests of Intuit and our stockholders at a given time.

Currently, the roles of Chairman of the Board and CEO are separated and the Board has determined to appoint a Lead Independent Director. The Board believes that our current governance structure, which consists of an Executive Chairman of the Board, a Lead Independent Director, a CEO (who is also a director) and majority of independent engaged directors, is optimal for guiding our company and maintaining the focus required to achieve our business goals. While our bylaws and Corporate Governance Principles do not require the separation of our Chairman of the Board and CEO positions, the Board believes that having separate positions is appropriate for us and in the best interests of Intuit and our stockholders at this time. The Board believes this structure provides an effective balance between strong company leadership and oversight by independent directors, as it enables Mr. Goodarzi to focus his attention on our business strategy and operations. Additionally, this structure allows Mr. Smith, who, as our former President and CEO, has extensive knowledge of our business and a deep understanding of our culture, to focus his attention on strategic initiatives considered by our Board. The Executive Chairman of the Board facilitates the critical flow of information between the Board and management by providing input to the CEO, setting the agenda for Board meetings in consultation with the CEO and the Lead Independent Director, and presiding over Board meetings.

Board Responsibilities and Structure  | Corporate Governance  | INTUIT 2020 Proxy Statement11​

The company and the Board recognize the importance of the additional, effective oversight that is provided by our independent Board members, led by a Lead Independent Director. Accordingly, even though the Chairman of the Board and CEO roles are currently separated, the Board believes it is important to have a Lead Independent Director. The Board annually reviews and appoints the Lead Independent Director.
   

​	Role of Executive Chairman of the Board				​
​		​	​	In addition to his role leading the Board of Directors, Mr. Smith’s responsibilities as Executive Chairman include:	​
​	• Advising and supporting the CEO on Intuit’s long-term strategy planning and capability building ​ • Setting the agenda for Board meetings in consultation with the Lead Independent Director and the CEO ​ • Providing feedback to the CEO regarding his performance ​ • Serving as liaison between the Board and senior management ​ • Conducting the annual board evaluation in consultation with the Lead Independent Director, at the direction of the Nominating and Governance Committee ​ • Being available to the CEO and the Board to assume additional responsibilities, as may be requested from time to time ​ • Calling special meetings of the Board and stockholders ​				​

​	Role of Lead Independent Director				​
​		​	​	In October 2019, the independent directors of the Board reappointed Ms. Nora Johnson to serve as Lead Independent Director for a period of at least one year. Her responsibilities and authority in that role include:	​
​	• Presiding at meetings of the Board at which the Executive Chairman is not present, including executive sessions of the independent directors, which occur at least quarterly ​				​
​	• Approving the agenda for Board meetings (in consultation with the Executive Chairman and CEO) and the schedule for Board meetings to provide that there is sufficient time for discussion of all agenda items ​				​
​	• Ensuring the Board receives adequate and timely information ​				​
​	• Serving as liaison between the Executive Chairman and the independent directors ​				​
​	• Conducting the annual board evaluation in consultation with the Executive Chairman, at the direction of the Nominating and Governance Committee ​				​
​	• Being available for consultations and communications with major stockholders upon request ​				​
​	• Calling executive sessions of the independent directors ​				​

BOARD MEETINGS

The Board and its committees meet 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 six meetings during fiscal 2019.

ATTENDANCE AT BOARD, COMMITTEE AND ANNUAL STOCKHOLDER MEETINGS

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. Directors generally may not serve on the boards of more than five public companies, including Intuit’s Board. Any director who has a principal job change, including retirement, must offer to submit a letter of resignation to the Chairman of the Board. The Board, in consultation with the Nominating and Governance Committee, will review each offered resignation and determine whether to accept or reject such resignation offer after considering whether the composition of the Board remains appropriate under the new circumstances.

During fiscal 2019, all current directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served. Nine of the eleven directors nominated and elected at the 2019 Annual Meeting of Stockholders attended that meeting. Our Corporate Governance Principles encourage all directors to attend our Annual Meeting of Stockholders.

12INTUIT 2020 Proxy Statement | Corporate Governance  | Board Responsibilities and Structure

Director Independence

To be considered independent under Nasdaq rules, a director may not be employed by Intuit or engage 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 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 and Intuit’s management.

Upon review of these relationships and the other information provided by our directors and 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 current directors and director nominees are independent: Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Nora Johnson, Mr. Powell, Mr. Szkutak, Mr. Vazquez and Mr. Weiner.

Qualifications of Directors

The Nominating and Governance Committee believes that all nominees for Board membership should possess:

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the highest ethics, integrity and values

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an inquisitive and objective perspective, practical wisdom and mature judgment

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

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

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sufficient time to carry out the duties of an Intuit director

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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 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 Board candidates.

Although our nomination policy does not prescribe specific standards for diversity, the Board and the Nominating and Governance Committee do seek nominees with a diverse set of skills that will complement the skills and experience of our existing directors and provide an overall balance of perspectives and backgrounds. In selecting nominees, the committee therefore looks for individuals with varied professional experience, backgrounds, knowledge, skills and viewpoints in order to build and maintain a group of directors that, as a whole, provides effective oversight of the management of the company. As part of its annual evaluation process, the committee assesses its ability to build an effective and representative board.

Stockholder Recommendations of Director Candidates

Our Nominating and Governance Committee will consider director candidates recommended by stockholders. Any stockholder who wishes to recommend a candidate for the committee’s consideration should submit the candidate’s name and qualifications to: Nominating and Governance Committee, c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at https://investors.intuit.com/corporate-governance/conduct-and-guidelines/contact-the-board/default.aspx. You may find our Corporate Governance Principles, which outline our Board membership criteria, at http://investors.intuit.com/corporate-governance/conduct-guidelines/default.aspx.

In addition, our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) who 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, please see “Stockholder Proposals and Nominations for the 2021 Annual Meeting of Stockholders” in this proxy statement.

Director Independence  | Corporate Governance  | INTUIT 2020 Proxy Statement13​

Board Evaluation Process

Each year, our Board members complete an assessment of Board performance. This assessment includes an evaluation of:

The Nominating and Governance Committee oversees this process, which is led by the Lead Independent Director together with the Executive Chairman and our outside counsel.

14INTUIT 2020 Proxy Statement | Corporate Governance  | Board Evaluation Process

Board Committees and Charters

The Board has delegated certain responsibilities and authority to its four standing committees, as described below. Committees report regularly to the full Board on their activities and actions.

The Board currently has a standing Acquisition Committee, Audit and Risk Committee, Compensation and Organizational Development Committee, and Nominating and Governance Committee. Each committee has a charter that it reviews annually, making recommendations to our Board for any charter revisions that might be needed to reflect evolving best practices. All four committee charters are available on our website at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx. The members of each committee are independent and appointed by the Board based on recommendations of the Nominating and Governance Committee. Committees have the opportunity to meet in closed session, without management present, during each committee meeting.

Board Committees and Charters  | Corporate Governance  | INTUIT 2020 Proxy Statement15​

16INTUIT 2020 Proxy Statement | Corporate Governance  | Board Committees and Charters

Compensation Committee Interlocks and Insider Participation

No director who served on the Compensation Committee during fiscal 2019 has at any time been an executive officer or employee of Intuit. In addition, no executive officer of Intuit during fiscal 2019 served, or currently serves, on the board of directors or the compensation committee (or a functionally equivalent committee) of any entity that has one or more executive officers who serve on Intuit’s Board or Intuit’s Compensation Committee.

Compensation Risk Assessment

Intuit conducted a review of its key compensation programs, policies and practices in conjunction with FW Cook, the Compensation Committee’s independent compensation consultant, which prepared a report on our company-wide compensation programs.

This analysis was reviewed with the Compensation Committee at its October 29, 2019, meeting. The review and analysis did not identify any compensation programs, policies or practices that create incentives to take risks that are reasonably likely to have a material adverse effect on Intuit.

The factors summarized below support this conclusion:

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Overall compensation levels are in a competitive market range for a company of Intuit’s size and scope.

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Our programs use a mix of short-term and long-term incentives, with different performance periods and a broad mix of metrics, including both revenue-driven and profit-driven performance measures, in an effort to deter undue focus on a single goal.

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Our compensation programs are designed to create a balance of different incentives by using: (1) a mix of cash and equity, (2) annual incentives that are based in part on company-wide performance metrics that align with our business plans and in part on strategic objectives, and (3) long-term incentives that generally combine stock options (typically vesting over four years with terms of seven years), service-based RSUs (typically vesting over four years) and performance-based RSUs (earned after three years based on one-, two- and three-year relative TSR).

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Annual cash incentives for participants in Intuit’s Senior Executive Incentive Plan (“SEIP”) are capped at 250% of target overall and 150% of target based on the achievement of objective performance goals (i.e., before possible adjustments based on personal performance). All other eligible employees participate in a common company-funded cash incentive pool with a fixed dollar ceiling.

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We have established robust stock ownership requirements for the CEO (10 times base salary), Executive Chairman of the Board (10 times base salary), CFO and General Managers of our principal business units (5 times base salary), other Executive Vice Presidents (3 times base salary), Senior Vice Presidents (1.5 times base salary) and non-employee directors (10 times retainer).

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The CEO’s Relative TSR RSUs and service-based RSUs have a one-year holding requirement after they vest.

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Severance is limited and at the lower end of the competitive range for a company of Intuit’s size and scope.

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Our insider trading policy prohibits officers and all other employees from pledging shares, trading put or call options, and engaging in short sales or hedging transactions involving Intuit’s securities.

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We have established “clawback” provisions for performance-based equity awards and for cash bonus payments under the SEIP.

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The Compensation Committee provides close oversight of our compensation programs, including a significant level of engagement, self-assessment and executive session discussions.

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Compensation Committee Interlocks and Insider Participation  | Corporate Governance  | INTUIT 2020 Proxy Statement17​

Stockholder Engagement Process

Intuit regularly engages with stockholders to better understand their perspectives. During fiscal 2019, we held discussions with many of our largest stockholders during scheduled events, including our 2019 Annual Meeting of Stockholders and annual investor day, as well as in regularly held private meetings throughout the year.

INVESTOR DAY

In October 2019, we hosted our annual investor day, during which our management team spoke directly with our stockholders about Intuit’s performance in fiscal 2019 as well as our short- and long-term growth strategies and financial principles. The investor day materials can be viewed at https://investors.intuit.com/events-and-presentations/default.aspx.

INVESTOR OUTREACH

Members of the management team and, at times, the Lead Independent Director hold private in-person and telephonic meetings with stockholders to discuss their perspectives and feedback on various topics.

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

18INTUIT 2020 Proxy Statement | Corporate Governance  | Stockholder Engagement Process

Corporate Responsibility

Intuit is committed to being a good corporate citizen, which is reflected in our management team’s focus on the culture we build within the company and the Board’s oversight of our corporate responsibility initiatives, including ESG matters.

Diversity and inclusion. Diversity and inclusion are an important part of who we are, and are supported at all levels of the company. In 2018, Intuit named a Chief Diversity & Inclusion Officer who has led the development of our refreshed diversity and inclusion program. The program is reviewed by our Compensation and Organizational Development Committee and is operationalized through five core elements: (1) senior management’s endorsement of and alignment with the program; (2) a data strategy to establish metrics, goals and accountability; (3) increasing diversity in the talent pipeline and our hiring; (4) creating an inclusive work environment; and (5) a strategy for transparent communications. Although we know there is more work to be done, we are proud of the progress that we have made.

As of September 30, 2019:

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women constituted 39% of our global workforce, 27% of our technology roles and 32% of our leadership roles; and

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self-identified racial or ethnic minorities, including our employees of Asian descent, represented 44% of our U.S. workforce, 55% of our U.S. technology roles and 36% of our U.S. leadership roles.

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Pay equity. We are committed to pay equity across our workforce. Twice a year, with the assistance of an independent outside company, we analyze employee pay across job codes where we have enough employees and those employees have the same or similar job duties and compensation mix. As a result of our July 2019 analysis, we made salary adjustments across six job codes to 94 employees in the U.S. and 34 employees in India. As of August 1, 2019, after giving effect to the adjustments, none of the analyzed job codes had statistically significant differences in pay based on gender or ethnicity. We continue to refine and refocus our efforts with the goal of reducing and ultimately eliminating the need to make salary adjustments.

Sustainability. One of our core values is “We Care and Give Back,” which embodies our foundational belief that we are stewards of the future and will do our part to make the world a better place. In service to this value, we are focused on managing our own environmental footprint and have achieved carbon neutrality for our worldwide operations through a three-pronged strategy of boosting energy efficiency internally, investing in renewable energy and buying carbon offsets. Beginning in fiscal 2020, we are challenging ourselves to accelerate the impact of Intuit’s sustainability efforts by shortening the time frames to meet some of our goals.

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Renewable energy — 100% renewable energy use by the end of 2020 (previous goal was 2030)

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Waste reduction — divert 90% of our waste away from landfills by the end of 2020

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Sustainability in operations — reduce our carbon footprint by 50% across all operations by the end of 2020 (previous goal was 2030)

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In addition, in 2019, we announced that Intuit signed the United Nations Global Compact pledge, committing ourselves to science-based emissions reduction targets. We extended our commitment beyond this pledge and declared a climate-positive “50 times by 30” target pursuant to which Intuit will partner with customers, communities and other third parties to reduce worldwide carbon emissions by an amount equal to 50 times Intuit’s 2018 carbon footprint.

Prosperity. We believe that everyone deserves the opportunity to prosper. Through our Prosperity Hub model, we help accelerate economic development in communities by working with partners to provide education and create jobs for product experts. Since 2016, our investments in Prosperity Hubs in Hazard, Kentucky, Johnstown, Pennsylvania, Morristown, Tennessee, Wise, Virginia and Bluefield, West Virginia have contributed to the creation of over 1,300 jobs within these cities and surrounding counties. In addition, we are focused on developing education programs focused on career readiness, financial readiness and the success of small businesses.

To learn more about our corporate responsibility efforts, including additional data and progress toward our goals, please see our Corporate Responsibility Report at https://www.intuit.com/company/social-responsibility/​, which we expect to update after the date of this proxy statement. The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement.

Corporate Responsibility  | Corporate Governance  | INTUIT 2020 Proxy Statement19​

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 SEC rules, “related persons” include directors, officers, nominees for director, 5% stockholders, and their 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. Information about our directors and executive officers and persons related to them and their affiliated entities is collected and updated through annual Director & Officer Questionnaires and quarterly director and executive officer affiliation summaries. Directors and executives 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 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. The Audit and Risk Committee reviews these requests during its regular fourth quarter meeting 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 personnel review and monitor the “related person” transactions and relationships from time to time. If transaction levels approach the limits approved by the Audit and Risk Committee, a new approval request is submitted to the Audit and Risk Committee for review at its next meeting.

Since the beginning of fiscal 2019, 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.

20INTUIT 2020 Proxy Statement | Corporate Governance  | Transactions with Related Persons

Our Board Nominees

There are eleven nominees standing for election to the Board at the Meeting. All nominees were elected to the Board by our stockholders at last year’s annual meeting.

DIVERSITY OF EXPERIENCE 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.

The charts in the Proxy Summary provide additional detail regarding the diversity of our Board members.

BOARD REFRESHMENT

Our slate of nominees reflects Intuit’s commitment to ongoing Board refreshment, while at the same time valuing the experience that our longer-tenured directors bring. Five of our eight independent director nominees have served on our Board for five or fewer years.

Our Board Nominees  | Proposal No. 1 Election of Directors  | INTUIT 2020 Proxy Statement21​

22INTUIT 2020 Proxy Statement | Proposal No. 1 Election of Directors  | Our Board Nominees

Our Board Nominees  | Proposal No. 1 Election of Directors  | INTUIT 2020 Proxy Statement23​

24INTUIT 2020 Proxy Statement | Proposal No. 1 Election of Directors  | Our Board Nominees

Our Board Nominees  | Proposal No. 1 Election of Directors  | INTUIT 2020 Proxy Statement25​

26INTUIT 2020 Proxy Statement | Proposal No. 1 Election of Directors  | Our Board Nominees

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 prior to such meeting. Although we know of no reason why any of the nominees would not be able to serve, if any nominee is unable 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 reduce the size of the Board.

If a nominee does not receive more votes in favor than votes against his or her re-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 that the election results are certified.

Our Board Nominees  | Proposal No. 1 Election of Directors  | INTUIT 2020 Proxy Statement27​

Overview of Our 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 is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board if it determines changes are needed.

Annual Retainer and Equity Compensation Program for Non-Employee Directors

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 used to assess executive compensation.

In October 2018, as a result of this review, the Compensation Committee recommended, and the Board determined, to increase the annual cash retainers for non-employee directors to $75,000 in calendar 2019. In October 2019, the committee again reviewed the compensation of our non-employee directors and determined not to make any changes to the program.

2019 Annual Cash Retainers

Non-employee directors are paid annual cash retainers for Board membership, plus additional cash retainers for their committee service in the amounts shown in the following table.

(1)

Effective January 1, 2019. The annual retainer for non-employee board members was $60,000 prior to January 1, 2019.

​

*

The Lead Independent Director also receives the Board membership retainer.

​

**

Committee chairs also receive the committee membership retainer.

​

These retainers are paid in quarterly installments and are pro-rated 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 five years from the date of grant, or upon an earlier separation from

28INTUIT 2020 Proxy Statement | Director Compensation  | Overview of Our Compensation Program for Non-Employee Directors

the Board or change in control of the ownership of Intuit. Directors generally may elect to defer settlement of their Conversion Grants for a longer period of time (from six to ten years following the date of grant).

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 to our non-employee directors.

2019 Director Equity Compensation Program

Grants are made to non-employee directors in the form of a fixed dollar value of RSUs as shown below:

Because the formula is based on 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 on the day following each Annual Meeting of Stockholders. For a director who joins 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, and it 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 generally 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 rights, which are accumulated and paid only when the shares 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 retainers or other cash payments) may not exceed $625,000, plus an additional $250,000 for any Lead Independent Director or non-employee Chairman of the Board.

Director Stock Ownership Requirement

The director stock ownership requirement is ten times the amount of the annual Board member retainer. Unvested RSUs and vested deferred RSUs held by a Board member are counted as shares when determining the number of shares owned. 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, 2019, all of our directors were in compliance with this requirement.

Director Stock Ownership Requirement | Director Compensation  | INTUIT 2020 Proxy Statement29​

Director Summary Compensation Table

The following table summarizes the fiscal 2019 compensation earned by each Board member, other than Mr. Goodarzi and Mr. Smith, whose compensation is described under “Executive Compensation Tables.”

(1)

These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2019, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“FASB ASC Topic 718”). Please see the “Equity Grants to Directors During Fiscal Year 2019” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2019” 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.

​

(2)

For Ms. Burton, Mr. Dalzell, Ms. Liu, Mr. Szkutak and Mr. Weiner, the number in the “Stock Awards” column includes the value of Conversion Grants in addition to the value of the annual equity grant. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, Mr. Szkutak and Mr. Weiner elected to receive some or all of the cash retainer fees due to them for service on the Board and committees during calendar year 2018 in RSUs, in accordance with Intuit’s director compensation program. Each of Ms. Burton, Mr. Dalzell and Mr. Szkutak elected to receive some or all of the cash retainer fees due to them for service on the Board and committees during calendar year 2019 in RSUs. These Conversion Grants are granted on a quarterly basis, following the applicable meeting, and are fully vested at the time of grant. Please see the “Equity Grants to Directors During Fiscal Year 2019” table for more information.

​

(3)

Because Mr. Cook is an employee of Intuit, he is not compensated as a director. Mr. Cook’s compensation shown in the table represents an annual salary of $650,000 and an incentive bonus of  $672,750 awarded for service in fiscal 2019. Mr. Cook did not receive any equity awards from Intuit during fiscal 2019.

​

30INTUIT 2020 Proxy Statement | Director Compensation  | Director Summary Compensation Table

Equity Grants to Directors During Fiscal Year 2019

The following table shows each RSU grant made to each of our directors, other than Mr. Goodarzi and Mr. Smith, during fiscal 2019, including the grant date, number of shares, and grant date fair value.

(1)

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.

​

(2)

Annual Non-Employee Board Member grant, which vests as to 100% of the shares on January 1, 2020, subject to the director’s continued service.

​

(3)

RSUs awarded pursuant to a Conversion Grant, which are granted quarterly based on a 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 on the date of grant. These Conversion Grants are granted on a quarterly basis, following the applicable meeting, and are fully vested at the time of grant.

​

Equity Grants to Directors During Fiscal Year 2019 | Director Compensation  | INTUIT 2020 Proxy Statement31​

Outstanding Equity Awards for Directors at Fiscal Year-End 2019

The following table provides information on the outstanding equity awards held by our directors, other than Mr. Goodarzi and Mr. Smith, as of July 31, 2019.

(1)

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.

​

32INTUIT 2020 Proxy Statement | Director Compensation  | Outstanding Equity Awards for Directors at Fiscal Year-End 2019

In accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders to vote, on an advisory basis, to approve Intuit’s executive compensation.

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 Named Executive Officers’ compensation to short- and long-term incentive programs; and

​

•

makes incentive compensation a greater portion of overall pay for our Named Executive Officers than it is for most other Intuit employees, because they 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, 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, which discusses how our policies and practices reflect our compensation philosophy, and the “Executive Compensation Tables” section, which contains tables and a narrative discussion about the specific compensation of our Named Executive Officers. The Compensation Committee and the Board believe that Intuit’s policies and procedures reflect our compensation philosophy and assist with achieving 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 Named Executive Officers.

Unless the Board of Directors modifies its policy on the frequency of say-on-pay votes, a non-binding advisory vote on our executive compensation program will again be included in our proxy statement next year.

Proposal No. 2 Advisory Vote to Approve Executive Compensation  | INTUIT 2020 Proxy Statement33​

Set out below is the “Compensation Discussion and Analysis,” which is a discussion of Intuit’s executive compensation programs and policies written from the perspective of how we and management view and use such programs and policies. We strive to see that Intuit’s compensation programs are fiscally responsible, market responsive and performance-based. Guided by these principles, we regularly review and monitor senior management’s compensation, as well as their potential for larger leadership roles, to produce the greatest value for Intuit’s four sets of stakeholders: employees, customers, partners and stockholders. To this end, the Compensation and Organizational Development Committee has reviewed the components of compensation paid to each of Intuit’s officers for fiscal 2019, including annual base salary, target incentive bonus and equity compensation.

Given our role in providing guidance on program design, administering these programs and policies and making specific compensation decisions for senior executives, the Compensation and Organizational Development Committee participated in the preparation of the “Compensation Discussion and Analysis” and reviewed and discussed its contents with management. Based on the review and discussions, we recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement.

COMPENSATION AND ORGANIZATIONAL
DEVELOPMENT COMMITTEE MEMBERS

Suzanne Nora Johnson (Chair)
Eve Burton
Deborah Liu
Jeff Weiner

34INTUIT 2020 Proxy Statement | Compensation and Organizational Development Committee Report

This Compensation Discussion and Analysis describes our executive compensation philosophy and objectives and the decisions of the Compensation and Organizational Development Committee (the “Compensation Committee”) regarding the compensation of our Named Executive Officers (“NEOs”). For fiscal 2019, our Named Executive Officers were:

Named Executive Officers

Successful Leadership Transition

During fiscal 2019, the company completed the management transition that was announced in August 2018 consistent with an orderly approach to long-term succession planning.

Sasan Goodarzi assumed the role of President and Chief Executive Officer (“CEO”) effective January 1, 2019. He previously served as Executive Vice President and General Manager of Intuit’s Small Business & Self-Employed Group. The fiscal 2019 compensation described in this proxy statement relates to his service in his previous role through December 31, 2018, and as President and CEO beginning January 1, 2019. All discussions of fiscal 2020 compensation decisions in this proxy statement relate to his service as President and CEO.

Brad Smith stepped down as President and CEO of Intuit effective January 1, 2019 and assumed the role of Executive Chairman of the Board. The fiscal 2019 compensation described in this proxy statement relates to his service in his previous role through December 31, 2018, and as Executive Chairman of the Board beginning January 1, 2019. All discussions of fiscal 2020 compensation decisions in this proxy statement relate to his service as Executive Chairman of the Board.

Alex Chriss, who served as Senior Vice President & Chief Product Officer of Intuit’s Small Business & Self-Employed Group during the beginning of fiscal 2019, was promoted to the role of Executive Vice President and General Manager of Intuit’s Small Business & Self-Employed Group effective January 1, 2019. The fiscal 2019 compensation described in this proxy statement relates to his service in his previous role through December 31, 2018, and as Executive Vice President and General Manager, Small Business & Self-Employed Group beginning January 1, 2019. All discussions of fiscal 2020 compensation decisions in this proxy statement relate to his service as Executive Vice President and General Manager, Small Business & Self-Employed Group.

CD&A  | INTUIT 2020 Proxy Statement35​

Table of Contents

​	Executive Summary	​	​	36	​
​	Compensation Philosophy and Objectives	​	​	40	​
​	Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations	​	​	40	​
​	Fiscal 2019 Peer Group	​	​	41	​
​	Components of Compensation	​	​	42	​

​	Fiscal 2019 Compensation Actions	​	​	49	​
​	Other Benefits	​	​	55	​
​	Our Compensation Policies and Practices	​	​	56	​
​	Accounting and Tax Implications of Our Compensation Policies	​	​	57	​

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 Named Executive Officers. The Compensation Committee, which is comprised entirely of independent directors, oversees Intuit’s compensation plans and policies, approves compensation of our executive officers and administers our equity compensation plans.

CEO COMPENSATION

Our CEO’s compensation is aligned with stockholders’ interests. As illustrated on page 36, approximately 95% of total direct compensation for Mr. Goodarzi in fiscal 2019 was performance-based, and thus strongly linked to Intuit’s results. Only his base salary was a fixed amount (approximately 5% of his total direct compensation for fiscal 2019).

CEO compensation for fiscal 2019 decreased while Intuit’s TSR for fiscal 2019 was 36.9%. Mr. Goodarzi’s salary and target bonus were adjusted effective January 1, 2019, when he assumed the role of President and CEO. While the company’s fiscal 2019 performance was strong, with TSR of 36.9% during the period, no changes were made to Mr. Goodarzi’s fiscal 2020 target cash compensation. Mr. Goodarzi’s total direct compensation for fiscal 2019 was less than the fiscal 2018 total direct compensation of our prior CEO, whose compensation reflected his many years of consistently outstanding leadership. Fiscal 2019 compensation decisions for Mr. Goodarzi reflected the company’s strong fiscal 2019 performance, and continued our practice of paying the CEO’s annual cash bonus at the same percentage as the Intuit-wide bonus pool, which helps to promote consistent Intuit-wide outcomes. Mr. Goodarzi’s fiscal 2019 bonus was pro-rated to reflect his service at the beginning of the fiscal year in his prior role and at the end of the fiscal year as President and CEO.

The Executive Chairman of the Board position is a new role with responsibilities that are different from but complement the CEO’s management responsibilities. Both the cash and equity components of the compensation for the Executive Chairman of the Board are lower than those of the CEO.

   

(1)

Total direct compensation reflects base salary, actual bonus payout and equity awards granted during fiscal 2019 (excluding any one-time recognition or promotion grants). Consistent with disclosure in the Fiscal Year 2019 Summary Compensation Table, equity awards are reported at grant date fair value (which, for the Relative TSR RSUs, is based on the target number of shares subject to the award), and salary and incentive cash are reported based on the actual amounts earned with respect to fiscal 2019.

​

HOW OUR EXECUTIVE COMPENSATION REFLECTS PAY-FOR-PERFORMANCE

On average, we deliver approximately 94% of the total direct compensation for all of our Named Executive Officers through programs that link their pay with Intuit’s operating results or TSR.

Our executive compensation programs are designed to reward both short-term operating results and long-term growth, as measured by TSR. The only fixed component of pay is base salary. All annual cash incentive awards and long-term equity incentive awards are tied either to company performance or stock price performance.

Incentive payouts under our annual cash incentive plan are based on revenue and non-GAAP operating income for the fiscal year, as well as the company’s overall performance with respect to annual objectives for employees, customers, partners and stockholders (“True North” objectives), which are described in further detail under “Annual Cash Bonuses”.

The cash incentive payout percentage is the same for all Named Executive Officers and is aligned with the overall funding level of the company-wide bonus pool, which helps to promote consistent Intuit-wide outcomes.

Equity-based compensation is aligned with the long-term interests of Intuit’s stockholders by focusing our executive officers’ attention on both absolute and relative TSR. The following chart shows the allocation of the Named Executive Officers’ total direct compensation for fiscal 2019, reflecting the importance of performance-based compensation.

OUR FISCAL 2019 PERFORMANCE

Intuit’s financial performance for fiscal 2019 was strong.

Unless otherwise indicated, all fiscal 2018 and fiscal 2019 figures that appear in this proxy statement are as reported under ASC 606.

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

Consistent with this year-over-year performance, total compensation for Named Executive Officers in fiscal 2019 was higher than in fiscal 2018 (except for Mr. Smith).

EXECUTIVE COMPENSATION HIGHLIGHTS

•

In fiscal 2019, we paid cash bonuses to the Named Executive Officers at 115% of target, which was the same as the company-wide funding level approved by the Compensation Committee, without individual adjustment, and lower than the percentage generated under the bonus plan’s financial formula. This decision recognizes the interconnectedness of the company’s products and services across Intuit’s platform and emphasizes officers’ interdependence over their individual performance.

​

•

On average, 94% of the fiscal 2019 total direct compensation of the Named Executive Officers was performance-based. In addition, service-based RSUs and Relative TSR RSUs granted to the CEO are subject to a mandatory one-year holding period after vesting to increase his long-term alignment with stockholders.

​

•

Intuit achieved strong five-year TSR that exceeded the broad market. Our annualized TSR from the beginning of fiscal 2015 through the end of fiscal 2019 was 28.9%. In contrast, the S&P 500 index had annualized returns of 11.3% over the same period.

​

•

The CEO’s salary and bonus target were not increased for 2020, despite strong fiscal 2019 performance, as the Compensation Committee determined Mr. Goodarzi’s cash compensation appropriately reflected his role and the comparable labor market.

​

2019 “SAY-ON-PAY” ADVISORY VOTE ON EXECUTIVE COMPENSATION

Intuit has provided stockholders with an advisory vote on executive compensation in each of the last seven years. At our 2019 Annual Meeting of Stockholders, approximately 95.1% of the votes cast in the “say on pay” advisory vote were “FOR” approval of our executive compensation. The Compensation Committee evaluated the results of the 2019 advisory vote, together with the other factors and data discussed in this CD&A, in determining executive compensation policies and decisions.

The Compensation Committee will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of future say-on-pay votes when assessing our executive compensation programs and policies and making compensation decisions for our Named Executive Officers.

Compensation Philosophy and Objectives

OUR GUIDING PHILOSOPHY

In setting policies and practices regarding compensation, the guiding philosophy of the Compensation Committee is that our compensation programs should:

OUR STRATEGIES

We use a mix of cash and equity incentives. The Compensation Committee believes that both cash and equity incentives are important to an effective compensation structure. Annual cash incentives reward executives for short-term operating results, while equity incentives motivate executives to execute on our long-term strategic plan in order to increase stockholder value.

We consider a diverse set of factors in determining compensation opportunities and incentive awards. In determining the amount of cash and equity incentives our officers receive, the Compensation Committee considers each officer’s total compensation to assess the program’s overall value for motivating and retaining him or her. The committee also considers other relevant factors, such as market data, internal parity, succession planning, exceptional capability, and stockholder and proxy advisor perspectives.

We manage our equity compensation programs to provide competitive rewards that are commensurate with results delivered. The Compensation Committee considers measures related to dilution, burn rate and the cost of the equity incentive program compared to similar peer companies, while recognizing the need to hire the world’s top talent in a competitive labor market, including top data scientists, A.I. experts and mobile engineers, to create products that delight our customers while doing the best work of their lives.

Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations

The Compensation Committee has the authority to retain independent consultants and other experts to assist it in fulfilling its responsibilities. The committee has engaged the services of FW Cook, a national executive compensation consulting firm, to review and provide recommendations concerning Intuit’s executive compensation program. FW Cook performs services solely on behalf of the Compensation Committee and interacts with the company and management only in the course of performing those services. As described below under “Fiscal 2019 Peer Group,” FW Cook assists the committee in defining our peer group, which is used as context for evaluating our relative executive compensation levels and our practices for making compensation decisions. FW Cook also assists the committee in comparing our non-employee director compensation program and practices to those of peer companies.

FW Cook attended all meetings of the Compensation Committee as its independent advisor, responded to committee members’ inquiries and refined their analyses based on the committee’s questions. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules, and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee.

40INTUIT 2020 Proxy Statement | CD&A | Compensation Philosophy and Objectives

The Compensation Committee also received support from Intuit’s human resources leaders in analyzing and establishing Intuit’s compensation programs for fiscal 2019. Members of Intuit’s management and staff, including the Chief People & Places Officer, members of her staff and internal Intuit counsel, attended a portion of each meeting of the Compensation Committee.

Mr. Goodarzi, our President and CEO, provided recommendations to the committee regarding the cash and equity compensation of his executive staff  (including those who are Named Executive Officers), succession planning, organizational development and the use of incentive compensation to drive Intuit’s growth and support the ecosystem business model. In determining compensation for other Named Executive Officers (other than Mr. Smith), the committee considered Mr. Goodarzi’s recommendations.

To aid the Compensation Committee in its evaluation of his performance, Mr. Goodarzi provided a self-review and feedback from his executive staff, together with input from the Executive Chairman of the Board, to the committee. The Compensation Committee determined the compensation for Mr. Goodarzi after obtaining information and input from FW Cook and conferring with the Board without Mr. Goodarzi present.

Mr. Smith provided a self-review to the Compensation Committee to aid its evaluation of his performance. The Compensation Committee determined the compensation for Mr. Smith after obtaining information and input from FW Cook and conferring with the Board without Mr. Smith present.

In all cases, although the Compensation Committee received advice and recommendations, the committee is solely responsible for making the final decisions on compensation for the Named Executive Officers.

Fiscal 2019 Peer Group

PEER GROUP COMPOSITION

Each year the Compensation Committee works with its independent compensation consultant to determine appropriate peer companies for benchmarking our executive compensation program. In choosing the peer group, the committee has two primary objectives:

First, to confirm that our peer group is relevant and includes companies:

•

with which we compete for executive and technical software development talent;

​

•

of similar scope and complexity; and

​

•

of similar size, measured by revenue and market capitalization.

​

Second, to create a sufficiently robust set of peers to ensure a degree of continuity year-over-year.

Using these objectives, the independent compensation consultant recommended a fiscal 2019 peer group of 16 companies with the following characteristics:

The independent compensation consultant reviewed these criteria with the Compensation Committee in January 2019, and the committee determined that the following companies would make up the compensation peer group for fiscal 2019 year-end decisions.

Fiscal 2019 Peer Group | CD&A | INTUIT 2020 Proxy Statement41​

All compensation decisions made in July 2019 relied on this peer group for context. Any discussion about components of executive officers’ compensation that occurred prior to July 2019 (including, for example, their salaries) relied on the peer data from the peer group approved by the Compensation Committee in May 2018, which was the same group of companies, except that it also included Juniper Networks, Inc. and did not include ServiceNow, Inc., Square, Inc. or Workday, Inc.

HOW PEER GROUP DATA WERE USED

The Compensation Committee used the publicly reported information regarding Named Executive Officer compensation from these companies as a reference point in assessing compensation levels for Intuit’s Named Executive Officers. The committee then considered each individual officer’s role and scope of responsibilities relative to comparable positions at Intuit’s peers. Based on this information, the committee reviewed Intuit’s executive compensation programs and practices, and analyzed each Named Executive Officer’s base pay, cash bonus and equity awards. There is no targeted benchmark level of compensation.

Components of Compensation

OVERVIEW

The components of Intuit’s executive compensation program for fiscal 2019 are as follows:

42INTUIT 2020 Proxy Statement | CD&A | Components of Compensation

The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each executive’s cash bonus, equity awards and any adjustments to base salary and target cash bonus opportunities for the following year. This timing allows the committee to consider the company’s TSR performance to date and financial results for the fiscal year. The committee is required to certify the achievement of the performance measures for each performance-based element of an executive’s compensation.

BASE SALARY

Each July, the Compensation Committee reviews the base salaries of our Named Executive Officers in the context of the compensation information provided by the committee’s independent compensation consultant. The goal of this review is to determine whether the base salaries of our Named Executive Officers are competitive with our compensation peer group and to ensure those salaries reflect each executive’s role, responsibilities, experience and performance. Fiscal 2020 base salary decisions for each of our Named Executive Officers are described under “Compensation Snapshot for Each NEO” below.

ANNUAL CASH BONUSES

Intuit uses cash bonuses to reward achievement of annual company financial performance and individual strategic and operational objectives, all of which align with stockholder value. These bonuses are determined by a multi-step process.

Bonus targets are established. Each Named Executive Officer has an annual bonus target that is a stated percentage of base salary. The Compensation Committee set fiscal 2019 bonus targets in July 2018 for all Named Executive Officers (other than Mr. Chriss) based on the scope and significance of each executive’s leadership role at Intuit, as well as a review of market data. In October 2018, the committee set the fiscal 2019 bonus target for Mr. Chriss and revised the fiscal 2019 bonus targets for Mr. Goodarzi and Mr. Smith in connection with their transitions to new roles at Intuit.

Senior Executive Incentive Plan performance hurdle is established. Cash bonuses for our Named Executive Officers are generally awarded under the SEIP, a stockholder-approved plan that was intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code (before the Code was amended as part of the Tax Cuts and Jobs Act in December 2017) as described in more detail below. SEIP participants are determined in the first quarter of the fiscal year. In fiscal 2019, participants included the CEO, the Executive Chairman of the Board, the Chairman of the Executive Committee and all Executive Vice Presidents at that time. (Mr. Chriss was promoted to Executive Vice President and General Manager, Small Business & Self-Employed Group on January 1, 2019, so he participated in the general employee bonus plan during fiscal 2019.)

Each year, the Compensation Committee sets a company performance target that must be achieved in order for any SEIP participant to be eligible to receive a cash bonus under that bonus program. In July 2018, the committee established a company GAAP operating income target of  $800 million for fiscal 2019 as the minimum performance hurdle for any Named Executive Officer to be eligible for a cash bonus under the SEIP, and set the maximum payout at 250% of a participant’s target award.

SEIP bonus pool funding formula is determined. Baseline funding of the SEIP is based on company-wide performance against a formula that includes specific revenue and non-GAAP operating income targets. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management. The Compensation Committee set two aggressive, equally weighted performance goals — one based on Intuit’s revenue and the other based on non-GAAP operating income. (See the table on page A-3 of this proxy statement for a reconciliation of non-GAAP measures.) The fiscal 2019 revenue goal reflected growth of 11.8% over actual performance in fiscal 2018, and the non-GAAP operating income goal reflected 12.7% growth over actual performance in fiscal 2018 (in each case under ASC 605, which was the revenue recognition in effect during fiscal 2018).

Achievement of SEIP performance hurdle is certified. At the close of fiscal 2019, the Compensation Committee certified that Intuit had exceeded the $800 million GAAP operating income threshold. Accordingly, each participant in the SEIP was eligible, but not entitled, to receive a cash bonus under that plan.

Fiscal 2019 baseline bonus funding is determined. The following table shows how Intuit actually performed against the two goals approved by the Compensation Committee at the beginning of the fiscal year.

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Based on these results, the formula yielded a baseline funding of the SEIP of 129.7% of target. The committee determined to fund the SEIP at 115% of target based on the committee’s belief that fiscal 2019 performance was strong and warranted above-target funding, though not as high as the funding baseline generated under the formula.

*

Linear interpolation between defined points. Fiscal 2019 revenue and non-GAAP operating income dollar figures above are rounded to the nearest ten million. The Bonus Pool Funding as a Percent of Target is calculated using dollars in millions. Thus, actual results may vary slightly from the figures presented above.

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(1)

This represents a baseline for the funding of the SEIP. The Compensation Committee has discretion to determine the actual SEIP payment levels for each participant in an amount not to exceed 250% of the participant’s base salary or $5 million.

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Bonus funding is approved. Based on its assessment of performance for fiscal 2019, and taking into account the recommendation of the CEO, the Compensation Committee set funding for the SEIP at 115% — the same level as had already been approved for the bonus pool applicable to Intuit employees generally, and below the baseline formulaic funding level.

In setting this funding level lower than the percentage generated under the financial formula, the committee considered both the areas of opportunity for Intuit and the committee’s determination that Intuit had a strong year of performance in which it met or exceeded expectations with respect to our annual True North objectives for employees, customers, partners and stockholders by achieving the following outcomes:

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Maintained employee engagement scores at best-in-class levels, as measured by an independent employee engagement analytics firm;

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Maintained employee retention at better rates than peer companies;

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Ranked #24 in Fortune magazine’s “100 Best Companies to Work For” survey, and ranked in the top 5 in five regions outside the U.S.;

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Attained improved customer satisfaction, as measured by net promoter scores, for both our QuickBooks Online and TurboTax products;

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Grew combined QuickBooks Online and TurboTax Online platform revenue over 23%, totaling approximately $3.9 billion;

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Leveraged A.I. to significantly improve the expert and customer experiences in TurboTax Live and tripled the number of customers using the offering;

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Accelerated innovations to drive the company’s strategy, including faster funding times in our payments and payroll businesses; and

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Grew the stock price by 36%, a higher growth rate than achieved by the Nasdaq Composite or the S&P 500.

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44INTUIT 2020 Proxy Statement | CD&A | Components of Compensation

Actual Named Executive Officer bonus awards are determined. The Compensation Committee determined that each Named Executive Officer would receive a bonus equal to 115% of his or her target, consistent with the level approved for the bonus pool applicable to Intuit employees generally. The committee believes aligning the short-term incentives paid to the Named Executive Officers with those paid to the rest of our employees helps to promote consistent Intuit-wide outcomes.

The fiscal 2019 bonus payouts for each of our Named Executive Officers were as follows:

(1)

The calculation of Mr. Goodarzi’s target bonus amount was based on the weighted average of his bonus target of 100% of his salary for his prior role through December 31, 2018 and his bonus target of 150% of his base salary for his role as President and CEO beginning January 1, 2019.

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(2)

The calculation of Mr. Smith’s target bonus amount was based on the weighted average of his bonus target of 175% of his base salary for his prior role through December 31, 2018 and his bonus target of 100% of his base salary for his role as Executive Chairman of the Board beginning January 1, 2019.

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(3)

The calculation of Mr. Chriss’ target bonus amount was based on the weighted average of his bonus target of 60% of his base salary for his prior role through December 31, 2018 and his bonus target of 100% of his base salary for his role as Executive Vice President and General Manager, Small Business & Self-Employed Group beginning January 1, 2019.

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LONG-TERM INCENTIVES

For the fiscal 2019 annual awards, which were granted in July 2019, our Named Executive Officers received half of their annual equity grant value in Relative TSR RSUs, and the other half was split evenly between service-based RSUs and stock options. The value of equity grants is measured based on grant date fair value.

Relative TSR RSUs

Our Relative TSR RSUs align the interests of award recipients and our stockholders by rewarding better-than-average stockholder return compared to a pre-established peer group of other large technology companies. Specifically, target shares are earned only if Intuit achieves a TSR ranking at the 60th percentile or above in our TSR peer group. These performance-based awards ensure that a significant share of our executives’ equity compensation is contingent upon future outperformance compared to a peer group.

Vesting. Relative TSR RSUs cliff vest after a three-year period and are earned based on Intuit’s TSR compared to companies in a pre-established peer group, with three discrete performance periods covering 12, 24 and 36 months. Shares earned based on the 12- and 24-month relative TSR performance periods have an additional service-based vesting requirement; these shares do not vest until the end of the 36-month period. The three-year vesting schedule serves as a retention incentive and requires consistent, longer-term stock price performance, which supports long-term alignment with the interests of our stockholders. If an executive’s employment is terminated before the end of the three-year period, all of the Relative TSR RSUs subject to that award will be forfeited except in the cases of retirement or involuntary termination, where awards are subject to pro-rata vesting for time served during the performance period (based on actual performance for any completed period and target for any incomplete period).

Intuit employees who are at least 55 years old and have worked for the company for at least 10 full years are considered “retirement eligible” under the terms of these awards, which provides some additional benefits, as further described below under “Potential Payments Upon Termination of Employment or Change in Control.”

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Mr. Goodarzi’s award includes a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the Relative TSR RSU awards. This is to ensure longer term alignment with stockholders and accountability for strategic decision-making. Except in certain limited circumstances (death, disability or a change in control), the deferral period applies to vested shares even if Mr. Goodarzi terminates service with the company. The Relative TSR RSU awards that were granted to Mr. Smith during the time that he served as President and CEO are also subject to the one-year holding period after vesting.

Performance goals. The Compensation Committee chose to target the 60th percentile position to ensure that Intuit must perform better than the majority of the relative TSR peers before executives can earn the target number of shares. The use of discrete measurement periods of 12, 24 and 36 months aims to minimize the potential impact of short-term share price volatility over the duration of the three-year performance period. However, no portion of the award is earned or distributed until the conclusion of the full three-year performance period. The Compensation Committee believes that this approach focuses Named Executive Officers on long-term stockholder return.

TSR Peers. The “TSR Peers” were identified using objective selection criteria recommended by our independent compensation consultant. All are U.S.-based public companies within Intuit’s General Industry Classification Standard (“GICS”) code and two other similar GICS codes as they were defined and constituted as of April 30, 2019 that have market capitalization and revenue greater than or equal to 0.25x Intuit’s, plus H&R Block, which is a direct, size-relevant competitor. The Compensation Committee believes that having 40 TSR Peers ensures that, even in the event of mergers or acquisitions, Intuit will have a robust peer group for purposes of comparing TSR.

The TSR Peers represent a wider company sample than the companies we compete with directly for talent; this is not the same as the peer group used to benchmark executive compensation. The TSR Peers were chosen so that the Relative TSR RSUs will reward the Named Executive Officers based on objective measurement of Intuit’s one-, two- and three-year returns compared to similar companies in which an Intuit stockholder might reasonably be expected to invest.

The TSR Peers are:

46INTUIT 2020 Proxy Statement | CD&A | Components of Compensation

The following changes were made to the Relative TSR peer group for Relative TSR RSUs granted in fiscal 2019:

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Six 2018 TSR peer companies were removed in the fiscal 2019 award design because they no longer met the objective size requirement or were acquired

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Seven companies that meet the size requirement were added

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How payouts link to performance. A “target” payout is earned when Intuit’s performance is at the 60th percentile of the TSR Peers for the applicable performance period. Payouts can range from 200% of target (if Intuit’s TSR reaches the 100th percentile of the TSR Peers for the performance period) to as low as 0% (if performance is below the 25th percentile of the TSR Peers for the performance period). However, in order to avoid particularly large awards for outperforming peers in a declining market when Intuit’s stockholders do not earn a positive return, payouts for each performance period are capped at 100% of target if absolute TSR is negative over any such performance period. The table below summarizes the relationship between relative TSR performance and the percent of target that may be earned under these awards:

Dividends. Recipients of Relative TSR RSUs, including the Named Executive Officers, are provided dividend-equivalent rights in conjunction with these awards, but the dividends are not paid until the underlying shares are earned, vest and are issued. Dividend-equivalent rights on Relative TSR RSUs that fail to vest are forfeited.

Service-Based RSUs

In fiscal 2019, 25% of the total value of the executive officers’ annual year-end equity awards was made in the form of service-based RSUs. These RSUs provide a link to stockholders’ interests because their value tracks with changes in Intuit’s stock price. They also serve as a long-term incentive for officers to remain with Intuit, since service-based RSUs have no value unless the recipient stays with Intuit through the vesting period.

Annual service-based RSU awards for Executive Vice Presidents, the CEO and the Executive Chairman of the Board also have a performance component. Intuit must achieve a one-year GAAP operating income hurdle before the awards will begin to vest. This provision allowed the awards granted on or before November 2, 2017 to qualify as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code (before Section 162(m) was amended as part of the Tax Cuts and Jobs Act in December 2017). Although the performance-based compensation exception was deleted from the Internal Revenue Code, the committee determined to keep in place the performance threshold for fiscal 2019 annual service-based RSUs granted to Executive Vice Presidents, the CEO and the Executive Chairman of the Board in order to enhance the link between these awards and the interests of our stockholders. For awards granted in July 2019, the Compensation Committee established a company GAAP operating income target at the time of grant.

Service-based RSUs granted beginning in July 2018 generally vest over four years, with one-fourth of the shares vesting in July of the year following the grant date, subject to achievement of the one-year GAAP operating income hurdle and continued service, and the remainder vesting in equal quarterly installments thereafter. The CEO’s awards also include a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the service-based RSU awards, to support longer-term alignment with stockholders. Except in certain limited circumstances (death, disability, retirement or a change in control), the deferral period generally applies to vested shares even if the CEO terminates service with Intuit or continues to serve Intuit but in a different role.

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Intuit employees (including the Named Executive Officers) are provided dividend-equivalent rights in conjunction with RSU awards, but the dividends are not paid until the shares vest and are issued. Dividend-equivalent rights on RSUs that fail to vest are forfeited.

Stock Options

In fiscal 2019, 25% of the total value of the executive officers’ annual equity awards was provided in the form of non-qualified stock options. Stock options become valuable only if the price of Intuit stock appreciates after the grant date, so they align option holders with the specific goal of increasing stockholder value. Beginning with awards granted in July 2018, stock options vest over four years of continued service, with 25% of the shares vesting after one year and the remainder vesting in equal monthly installments thereafter, so long as the executive officer continues to work at Intuit.

Intuit employees who are at least 55 years old and have worked for Intuit for at least 10 full years are considered “retirement eligible” under the terms of these awards. Upon retirement, such a recipient is entitled to pro-rata vesting based on the number of full months of service over the award term. Other employees forfeit their unvested options if they terminate employment with Intuit before the end of the four-year vesting period.

HOW EQUITY GRANT VALUES WERE DETERMINED

The Compensation Committee considers multiple factors in determining the size of an executive’s equity awards, including annual performance ratings, retention value of current equity holdings and equity award values for executives with similar roles at peer companies. Only executives with a performance rating of  “strong” or “outstanding” for the relevant year are eligible for equity awards; a rating of  “outstanding” will, for any given role, generally result in a larger equity grant than any other rating. The committee exercises its judgment and discretion, and also considers the recommendations of the CEO, in setting specific awards for our Named Executive Officers. All annual equity granted to our Named Executive Officers reflects the portfolio mix of 50% Relative TSR RSUs, 25% service-based RSUs and 25% stock options discussed above.

The value of the equity granted to Mr. Goodarzi was determined based on a review by the Compensation Committee of data provided by the committee’s independent compensation consultant, in addition to the committee’s own subjective assessment of Mr. Goodarzi’s outstanding performance during his first year as CEO. The value of the equity granted to Mr. Smith was determined based on a review by the Compensation Committee of data provided by the committee’s independent compensation consultant, in addition to the committee’s own subjective assessment of Mr. Smith’s outstanding performance as CEO at the beginning of fiscal 2019, his critical role in the successful transition of the company’s CEO and his outstanding performance as Executive Chairman of the Board beginning January 1, 2019.

To determine the size of the equity awards for the other Named Executive Officers, the committee used data provided by the committee’s independent compensation consultant, which estimated the range of grant values provided to executives in comparable positions at companies within Intuit’s compensation peer group, as discussed above. The committee then considered the CEO’s recommendations in order to determine where within the applicable range each executive’s equity grant value would fall. The committee gives considerable weight to the CEO’s recommendations because he has direct knowledge of each such Named Executive Officer’s performance and contributions.

The realization of the executives’ grant date equity values is subject to a significant amount of performance risk, and the amount actually earned over the next several years could be significantly lower if Intuit’s absolute and relative TSR (compared against the TSR Peers) are not strong. The challenging nature of Intuit’s performance-based equity goals is illustrated by the 60th percentile TSR target.

The fiscal 2019 equity decisions for each of our Named Executive Officers are described under “Compensation Snapshot for Each NEO” on the following pages.

48INTUIT 2020 Proxy Statement | CD&A | Components of Compensation

Fiscal 2019 Compensation Actions

COMPENSATION SNAPSHOT FOR EACH NAMED EXECUTIVE OFFICER

Fiscal 2019 Compensation Actions  | CD&A | INTUIT 2020 Proxy Statement49​

Other Named Executive Officers

The Compensation Committee determined the compensation for Intuit’s other Named Executive Officers based on each executive’s leadership in achieving the company’s one-year operating plan and making significant progress toward longer-term strategic plans.

In evaluating Mr. Smith and determining his overall performance rating, the committee considered:

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his performance as President and CEO through December 31, 2018 as measured against the short- and long-term goals established by the committee earlier in fiscal 2019;

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his performance as Executive Chairman of the Board beginning January 1, 2019, including his leadership capability in the new role and the importance of retaining him during the management transition; and

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the scope, degree of difficulty and importance of his new responsibilities as Executive Chairman of the Board.

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In evaluating the other executives and determining each of their overall performance ratings, the committee considered:

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the performance evaluation and pay recommendations made by the CEO, which took into account the performance of each executive’s business unit or functional group, the executive’s leadership capability, and the importance of retaining the executive; and

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the scope, degree of difficulty and importance of the executive’s responsibilities.

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50INTUIT 2020 Proxy Statement | CD&A | Fiscal 2019 Compensation Actions

The committee gives considerable weight to the evaluation provided by the CEO because of his direct detailed knowledge of each Named Executive Officer’s performance and contributions (other than Mr. Smith’s). However, the committee has the sole responsibility for determining Named Executive Officer compensation.

Like the CEO, each of the other Named Executive Officers received a bonus of 115% of his or her target bonus, consistent with the funding level of the company-wide bonus pool that was approved by the committee.

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