November 22, 2023 - DEF 14A: Definitive proxy statements

Form: DEF 14A

Documents

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

SCHEDULE 14A INFORMATION

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

(Amendment No. )

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Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

INTUIT INC.

(Name of Registrant as Specified In Its Charter)

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

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

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No fee required.

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Fee paid previously with preliminary materials.

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

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Notice of 2024 Annual
Meeting of Stockholders

Agenda

Elect the 11 directors nominated by our Board and named in the proxy statement

Approve our executive compensation (on a non-binding basis)

Vote on how often stockholders will be asked to approve our executive compensation (on a non-binding basis)

Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2024

Approve the Amended and Restated 2005 Equity Incentive Plan to increase the share reserve by an additional 12,200,000 shares and extend the duration of the plan for another two years

Consider and vote upon a stockholder proposal, if properly presented at the Meeting

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

				How to Vote
				ONLINE AT THE MEETING: Attend the Meeting virtually at www.virtualshareholdermeeting.com/INTU2024 and follow the instructions on the website


				ONLINE BEFORE THE MEETING: Visit www.proxyvote.com

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

				TELEPHONE: Call the telephone number on your proxy card

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

Annual Meeting of Stockholders

Thursday, January 18, 2024
8:00 a.m. Pacific Standard Time

We invite you to attend the 2024 Annual Meeting of Stockholders (“Meeting”) of Intuit Inc. The Meeting will be conducted virtually via live audio webcast. There will not be a physical location for our Meeting. To attend, vote or submit questions, stockholders of record should go to www.virtualshareholdermeeting.com/INTU2024 and log in using the control number on their Notice of Internet Availability or proxy card. Beneficial owners of shares held by a broker, bank or other nominee (“street-name shares”) should review these proxy materials and their Notice of Internet Availability or voting instruction form for how to vote in advance of and participate in the Meeting. We encourage you to join the Meeting 15 minutes before the start time.

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

Stockholders at the close of business on November 20, 2023, are entitled to receive notice of, and to vote at, the Meeting and any and all adjournments, continuations or postponements thereof. If we experience a technical malfunction or other situation that the Meeting chair determines may affect our ability to satisfy the requirements for a virtual meeting of stockholders under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Meeting, the chair of the Meeting will convene the meeting at 9:00 a.m. Pacific Standard Time on January 18, 2024, and at our principal executive offices, solely for the purpose of adjourning the Meeting to reconvene at a date, time and physical or virtual location to be announced. If we adjourn the Meeting, we will post information regarding the rescheduled meeting on the investor relations section of our website at investors.intuit.com.

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

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on January 18, 2024: Both the proxy statement and Intuit’s Annual Report on Form 10-K for the fiscal year ended July 31, 2023, are available electronically at https://investors.intuit.com/financials/sec-filings/ and www.proxyvote.com.

By order of the Board of Directors,

Kerry J. McLean
Executive Vice President, General Counsel and Corporate Secretary
Mountain View, California
November 22, 2023

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A Letter to Our
Stockholders

November 22, 2023

Dear fellow Intuit stockholders:

This year, Intuit marked its 40th anniversary. We’ve seen many significant technology transitions over the years — from DOS, to Windows, to the Cloud, and now to the era of artificial intelligence — and each time we’ve led the disruption and thrived. Fiscal year 2023 was another strong chapter in our proud legacy.

I’m pleased to report that in fiscal year 2023, we grew full-year revenue 13% and ended the fiscal year with strong momentum across our business going into fiscal year 2024. Despite rising interest rates and high inflation, our performance demonstrates the strength of our platform and the diversity of our portfolio, including our ability to deliver strong results in uncertain times. I continue to be confident in our strategy to be the global AI-driven expert platform powering prosperity for consumers and small businesses.

Five years ago, we declared our strategy of transforming the company from a tax and accounting platform where consumers and small businesses have to do the work for themselves, to a global financial technology platform where we do the work for them, powering their prosperity. With this strategy in place, we’ve been investing in building AI capabilities into our products and services, leveraging our own financial large language models along with other leaders in generative AI (Gen AI).

This fall, we took the next big step in our AI journey by introducing Intuit Assist — Intuit’s new financial assistant that uses the power of Gen AI to automagically do the hard work for customers and fuel their financial success, and, in turn, help create a thriving economy.

Even as the velocity of innovation increases across our company, our commitment to live by our values and make the world a better place does not waver. This commitment has been one of the key drivers in our ability to grow and thrive for over four decades. At Intuit, corporate responsibility (CR) and diversity, equity, and inclusion (DEI) are not afterthoughts; they’re core to who we are and intrinsic parts of our business. We embed CR and DEI into the company’s strategy and declare goals for each in order to hold ourselves accountable. I’m happy to report that in fiscal year 2023, we made great progress toward our long-term goals.

At Intuit, we never stop raising the bar for ourselves as we embrace the opportunities ahead of us. As proud as I am of our past, I’m even more excited about our future. The global financial technology platform we’re building will power prosperity for our customers and the company for years to come. I firmly believe our best days are ahead of us.

[MISSING IMAGE: ph_sasangoodarzineltr-bw.jpg]

Sasan Goodarzi
President and
Chief Executive Officer
Intuit Inc.

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Table of Contents

	Proxy Summary			1
	Corporate Governance			11
	Corporate Governance Practices			11
	Board Responsibilities and Structure			13
	Director Independence			16
	Qualifications of Directors			16
	Stockholder Recommendations of Director Candidates			17
	Service on Other Boards and Job Changes			17
	Board Committees and Charters			18
	Annual Board Evaluation			20
	Transactions with Related Persons			21
	Stockholder Engagement			21
	Corporate Responsibility			24
	Proposal No. 1 — Election of Directors			26
	Our Board Nominees			26
	Director Compensation			34
	Annual Retainer and Equity Compensation Program for Non-Employee Directors			34
	Director Stock Ownership Requirement			35
	Donation Matching Program for Non-Employee Directors			35
	Director Summary Compensation Table			36
	Equity Grants to Directors During Fiscal Year 2023			37
	Outstanding Equity Awards for Directors at Fiscal Year-End 2023			38
	Proposal No. 2 — Advisory Vote to Approve Executive Compensation			39
	Compensation Risk Assessment			40
	Compensation and Organizational Development Committee Report			41

	Compensation Discussion and Analysis (separate Table of Contents)			42
	Executive Compensation Tables			63
	Fiscal Year 2023 Summary Compensation Table			63
	Grants of Plan-Based Awards During Fiscal Year 2023			65
	Outstanding Equity Awards at Fiscal 2023 Year-End			67
	Option Exercises and Stock Vested During Fiscal Year 2023			71
	Non-Qualified Deferred Compensation for Fiscal Year 2023			72
	Potential Payments Upon Termination of Employment or Change in Control			73
	CEO Pay Ratio			76
	Pay Versus Performance			77
	Proposal No. 3 — Advisory Vote on Frequency of Advisory Votes to Approve Executive Compensation			81
	Proposal No. 4 — Ratification of Selection of Independent Registered Public Accounting Firm			82
	Audit and Risk Committee Report			84
	Proposal No. 5 — Approval of Amended and Restated 2005 Equity Incentive Plan			85
	Equity Compensation Plan Information			92
	Proposal No. 6 — Stockholder Proposal — Retirement Plan Investment Report			93
	Stock Ownership Information			95
	Security Ownership Table			95
	Information About the Meeting, Voting and Proxies			98
	Appendix A — Information Regarding Non-GAAP Financial Measures			A-1
	Appendix B — AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN			B-1

All statements made in this document, other than statements of historical or current facts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking and other statements in this document address our plans and goals, including those relating to progress on our corporate responsibility matters relating to climate, workforce diversity and communities. The fact that we included such information does not indicate that these contents are necessarily material to investors or required to be disclosed in our filings with the Securities and Exchange Commission. We use words such as anticipates, believes, expects, future, potential, intends, design, will, may, can, should and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended July 31, 2023. Except as may be required by law, the company undertakes no obligation to update any forward-looking or other statements. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

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

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Proxy
Summary

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 and the form of proxy to Intuit stockholders beginning on or about November 22, 2023.

Annual Meeting of Stockholders

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.

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

AGENDA

Proposal	Board Recommendation		For more information
1. Election of directors		FOR (all nominees)	Page 26
2. Advisory vote to approve Intuit’s executive compensation (say-on-pay)		FOR	Page 39
3. Advisory vote on the frequency of future say-on-pay votes		ONE YEAR	Page 81
4. Ratification of selection of Ernst & Young LLP as Intuit’s independent registered public accounting firm		FOR	Page 82
5. Approval of Amended and Restated 2005 Equity Incentive Plan		FOR	Page 85
6. Stockholder proposal — retirement plan investment report		AGAINST	Page 93

Proxy Summary | INTUIT 2024 Proxy Statement

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2023 Performance Highlights

We delivered strong results in fiscal 2023. Key highlights include the following.

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

Our mission is to power prosperity around the world. Across our platform, we use the power of technology to deliver three core benefits to our customers: helping put more money in their pockets, saving them time by eliminating work so they can focus on what matters to them, and ensuring that they have complete confidence in every financial decision they make.

All of our customers have a common set of needs. Our global financial technology platform, which includes TurboTax, Credit Karma, QuickBooks, and Mailchimp, is designed to help consumers and small businesses manage their finances, get and retain customers, save money, pay off debt, and do their taxes with ease and confidence so they receive the maximum refund they deserve. For those customers who have made the bold decision to become entrepreneurs and go into business for themselves, we are focused on helping them find and keep customers, get paid faster, pay their employees, manage and get access to capital, and ensure their books are done right.

The continuing evolution of artificial intelligence (“AI”) is fundamentally reshaping our world and Intuit is taking advantage of this technological revolution to find new ways to deliver on our mission. Five years ago, we declared our strategy to be a global AI-driven expert platform and five strategic priorities, or “Big Bets,” as the primary areas of focus to drive durable growth. We are investing heavily in our data and AI capabilities to deliver accelerated innovation where we and others can solve our customers’ most important problems, and we are uniquely positioned for the next wave of transformation with generative AI given our rich data platform and established AI foundation.

INTUIT 2024 Proxy Statement | Proxy Summary

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Our Big Bets

As the external environment evolves, we continue to innovate and adapt our strategy and anticipate our customers’ needs. For 40 years, we have been dedicated to developing innovative solutions that are designed to solve our customers’ most important financial problems, are easy to use, and are available where and when customers need them. As a result, our customers actively recommend our products and solutions to others, which is one important way that we measure the success of our strategy.

	Leadership Succession
	During fiscal 2023, we announced several management transitions. These transitions were carried out consistent with our thoughtful and orderly approach to long-term leadership development and succession planning, which is overseen by our Compensation and Organizational Development Committee (the “Compensation Committee”). Michelle Clatterbuck stepped down from her role as Executive Vice President and Chief Financial Officer, effective July 31, 2023, and Sandeep Aujla assumed that role effective August 1, 2023. Effective September 5, 2023, Alex Chriss stepped down from his role as Executive Vice President and General Manager, Small Business & Self-Employed Group, and that role was assumed by Marianna Tessel, who served as Executive Vice President and Chief Technology Officer through September 5, 2023. Alex Balazs, who previously served as Chief Technology Architect, assumed the role of Executive Vice President and Chief Technology Officer effective September 5, 2023.

Proxy Summary | INTUIT 2024 Proxy Statement

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Corporate Responsibility Highlights

	Positive Impact on Climate				Job Creation and Readiness				Diversity, Equity and Inclusion
	• Committed to reach net-zero GHG emissions across our operations and supply chain by fiscal 2040 • Reduced greenhouse gas emissions in communities by 495,000 metric tonnes (since 2018), exceeding our fiscal 2023 Climate Positive program goal				• Over 2,500,000 students better prepared for jobs through our Prosperity Hub School District Program since fiscal 2021 • Maintained over 18,000 seasonal and year-round jobs created in underserved communities through our Prosperity Hub Program since 2016				• Made progress on our representation goals of attracting and developing the best diverse talent to ensure individuals from all backgrounds have an equal opportunity to be employed and succeed at Intuit • Perform pay equity analyses twice a year using independent, third-party vendors to reward employees with compensation that is market-competitive, fair and equitable across gender, race and ethnicity

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

INTUIT 2024 Proxy Statement | Proxy Summary

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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 important for reaching sound decisions that drive stockholder value. Our Board has undergone significant refreshment in recent years to provide for a diversity of backgrounds, perspectives, and skill sets. In the past year, our Board has appointed two new directors. Ryan Roslansky is the CEO of LinkedIn Corporation, an online professional network provider and a subsidiary of Microsoft Corporation, where he is recognized as a leader and expert in evolving products into a single, holistic, global ecosystem. Eric S. Yuan is the CEO and founder of Zoom Video Communications, an all-in-one intelligent collaboration platform, where he led and scaled the company from zero to greater than $4 billion in revenue in fewer than 12 years. Our 11 Board nominees represent a range of tenures, ages, genders, racial/ethnic backgrounds, and professional experience.

Board Diversity

The following charts reflect the tenure, age, gender and self-identified race/ethnicity of the nominees for our Board:

(1)

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

Skills and Expertise

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

Proxy Summary | INTUIT 2024 Proxy Statement

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Board Nominees and Committee Membership

The following table provides summary information about each director nominee.

						Committee Memberships(1)
Director Nominee		Age	Director Since	Other Public Company Boards	Independent	Acquisition	Audit and Risk	Compensation and Organizational Development	Nominating and Governance
	Eve Burton Executive Vice President and Chief Legal Officer, The Hearst Corporation	65	2016	0					C
	Scott D. Cook Founder, Intuit Inc.	71	1984	0
	Richard L. Dalzell Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.	66	2015	0		C
	Sasan K. Goodarzi President and Chief Executive Officer, Intuit Inc.	55	2019	1
	Deborah Liu Chief Executive Officer, President and Director, Ancestry.com LLC	47	2017	0
	Tekedra Mawakana Co-Chief Executive Officer, Waymo LLC	52	2020	0
	Suzanne Nora Johnson Former Vice Chairman, The Goldman Sachs Group Independent Board Chair	66	2007	1				C
	Ryan Roslansky Chief Executive Officer, LinkedIn Corporation	45	2023	0
	Thomas Szkutak Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc.	62	2018	0			C
	Raul Vazquez Chief Executive Officer and Director, Oportun Financial Corporation	52	2016	1
	Eric S. Yuan Founder, Chief Executive Officer and Director, Zoom Video Communications, Inc.	53	2023	1
Number of meetings in fiscal 2023						4	9	7	4

(1)

Blue “C” indicates a committee chair.

INTUIT 2024 Proxy Statement | Proxy Summary

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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.

What we do		What we don’t do
	A significant portion of our senior executive officer compensation is in the form of incentives tied to achievement of predetermined performance measures.		We do not allow directors or employees (including executive officers) to pledge Intuit stock or engage in hedging transactions involving Intuit stock.
	We have a “clawback” policy that covers performance-based equity awards and cash bonus payments made to our senior executive officers.		We do not provide supplemental company-paid retirement benefits designed for executive officers.
	We have robust stock ownership requirements for senior executive officers and non-employee directors, including 10x salary for the CEO and 10x annual cash retainer for non-employee directors.		We do not provide any excise tax “gross-up” payments.
	RSUs and PSUs granted to the CEO include an additional mandatory one-year holding period after vesting.		We do not reprice stock options.
	Half the value of equity grants to executive officers is in the form of PSUs that require above-median TSR (60th percentile) to earn a target award.		We do not provide multi-year guaranteed cash incentive awards.
	We use a mix of relative and absolute performance metrics in our incentive awards.		Our equity plan does not permit “evergreen” replenishment of the shares without stockholder approval.

Proxy Summary | INTUIT 2024 Proxy Statement

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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, total stockholder return (“TSR”) that compares favorably to the TSR of certain peer companies, and progress on goals to deliver for our True North stakeholders, including environmental, social and governance (“ESG”) goals. As shown below, the vast majority of fiscal 2023 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 2023. Consistent with disclosure in the Fiscal Year 2023 Summary Compensation Table, equity awards are reported at grant date fair value (which, for the PSUs, 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 2023.

(2)

Excludes Ms. Clatterbuck, who transitioned to a new role effective July 31, 2023 and her fiscal 2023 compensation information reflects the compensation decisions announced in February 2023 relating to this transition. The Compensation Committee did not grant any equity to Ms. Clatterbuck in fiscal 2023.

INTUIT 2024 Proxy Statement | Proxy Summary

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Consistent with our compensation objectives, our Named Executive Officers were provided the following base salaries, cash incentives and equity incentives in fiscal 2023:

					Long-Term Equity Incentives
Name and Position	Salary ($)		Cash Incentive ($)		Option Awards ($)		RSUs ($)		PSUs ($)		Total ($)
Sasan K. Goodarzi President and Chief Executive Officer		1,100,000		1,980,000		6,375,096		6,375,445		11,464,888		27,295,429
Michelle M. Clatterbuck(1) Executive Vice President and Chief Financial Officer (through July 31, 2023)		770,000		693,000		—		—		—		1,463,000
J. Alexander Chriss Executive Vice President and General Manager, Small Business & Self-Employed Group (through September 5, 2023)		770,000		831,600		3,375,059		3,375,411		6,750,282		15,102,352
Laura A. Fennell Executive Vice President and Chief People & Places Officer		770,000		831,600		2,875,127		2,875,405		5,750,204		13,102,336
Marianna Tessel Executive Vice President and Chief Technology Officer (through September 5, 2023), Executive Vice President and General Manager, Small Business & Self-Employed Group (effective September 5, 2023)		770,000		831,600		3,625,026		3,625,166		7,250,322		16,102,114

(1)

Ms. Clatterbuck transitioned to a new role effective July 31, 2023, under the terms of a transition agreement entered into in February 2023. Ms. Clatterbuck’s fiscal 2023 compensation information reflects this transition. Since Ms. Clatterbuck’s fiscal 2024 compensation was agreed to and set forth in her transition agreement, the Compensation Committee did not make any compensation decisions for Ms. Clatterbuck in July 2023 and in particular did not make any grants of new long-term equity incentives. See the description of her transition and related compensation in the Compensation Discussion and Analysis for more information.

The table above excludes the fair value of matching 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 2023 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 are available to a large group of employees. For a complete discussion of our executive compensation program, see Compensation Discussion and Analysis and the Executive Compensation Tables below.

Proxy Summary | INTUIT 2024 Proxy Statement

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Stockholder Value Delivered

As shown below, over the last five fiscal years, Intuit’s cumulative total return exceeded both the broader market (based on a comparison against the S&P 500 Index) and, in four of those years, 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 other indices on July 31, 2018, and that all dividends were reinvested. The comparisons in the graph below are based on historical data — with Intuit common stock prices based on the closing price on the dates indicated — and are not intended to forecast the possible future performance of Intuit’s common stock.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

	Stockholder Engagement
	We regularly assess our corporate governance and compensation practices. As part of this assessment, we proactively engage with our stockholders to ensure their perspectives are considered by the Board. Since our 2023 Annual Meeting, we invited the holders of approximately 51% of our shares to meet with us to discuss, among other things, our corporate governance, executive compensation practices, ESG matters and DEI initiatives. Investors holding approximately 34% of our outstanding shares accepted the invitation to meet with our management team (and, at times, our Board Chair) to discuss these important matters.
	During the fall fiscal 2024 outreach, we discussed the following topics with stockholders:
	• Risk management program overseen by the Board, including risks relating to cybersecurity, AI, and ESG matters • Our governance approach to the use of AI in our business, including our responsible AI principles • Board oversight of human capital matters, such as employee engagement and attracting, engaging and retaining top talent • Board diversity, skills, refreshment, evaluation, structure and composition			• Board oversight of acquisition and integration risks • Our DEI efforts, including the diversity of our workforce and pay equity matters, our strategies to achieve our workforce representation goals, and related progress and disclosures • Our climate initiatives, including our net-zero emissions goals and strategies to achieve them, and related disclosures • Our approach to executive compensation and alignment between our strategy and our executive compensation practices
	See the Stockholder Engagement discussion in the Corporate Governance section below for more detail about our stockholder engagement program, including a summary of the feedback we received during those meetings.

INTUIT 2024 Proxy Statement | Proxy Summary

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Corporate
Governance

Corporate Governance Practices

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

Independence

Stockholder Engagement

•

Independent Board Chair

•

All non-employee directors are independent

•

Independent directors meet regularly in executive session

•

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

•

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

•

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

•

Our bylaws provide stockholders with a proxy access right

•

Stockholders may act by written consent

Accountability

Alignment with Stockholder Interests

•

Annual election of all directors and majority voting in uncontested elections

•

Annual stockholder advisory vote to approve Named Executive Officer compensation

•

Annual Board evaluation of CEO performance

•

Cash bonuses and equity awards are subject to clawback

•

Pay-for-performance executive compensation program

•

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

•

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

•

Single class of stock with equal voting rights

Corporate Governance Practices | Corporate Governance | INTUIT 2024 Proxy Statement

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Board Practices

Ethics Practices

•

Board Chair and CEO roles held by two different people

•

Corporate Governance Principles that are publicly available and reviewed annually

•

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

•

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

•

Rigorous annual Board and committee self-evaluation process facilitated by an independent third party

•

Annual review of management succession planning and senior leadership development

•

Regular review of cybersecurity and other significant risks to Intuit

•

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

•

Code of Ethics that applies to all Board members

•

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

•

Non-retaliation policy for reporting ethics concerns

•

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

				Transparency and Responsibility
	• Nominating and Governance Committee oversees corporate responsibility and reviews ESG matters • Compensation and Organizational Development Committee oversees DEI initiatives in support of organizational development • Annual Corporate Responsibility Report (reporting under Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and TCFD frameworks) and dedicated website disclosing ESG practices, including with respect to DEI, job creation and job readiness, positive impact on climate, and pay and promotion equity (https://www.intuit.com/company/corporate-responsibility/) • Standalone DEI report and website disclosing DEI matters (https://www.intuit.com/company/diversity/) • Detailed financial reporting and proxy statement disclosure designed to be clear and understandable							• Dedicated website disclosing responsible AI principles that guide how we operate and scale our AI-driven expert platform (https://www.intuit.com/privacy/responsible-ai/) • Public disclosure of Corporate Governance Principles, Board Code of Ethics, Bylaws, Board committee charters, Code of Conduct & Ethics, EEO-1 forms, CDP climate questionnaires, corporate tax policy, global human rights policy and other documents (https://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx) • Voluntary website disclosure regarding Intuit’s political expenditures, political accountability policy and positions on public policy issues that impact the way we serve our customers (https://investors.intuit.com/corporate- governance/political-accountability/default.aspx)

INTUIT 2024 Proxy Statement | Corporate Governance | Corporate Governance Practices

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Board Responsibilities and Structure

The Board’s Role

The Board oversees management’s performance on behalf of Intuit’s stockholders. The Board’s primary responsibilities are to:

Monitor management’s performance to assess whether Intuit is operating in an effective, efficient and ethical manner in order to create value for Intuit’s stockholders

Periodically review Intuit’s long-range strategic plan, business initiatives, enterprise risk management, capital projects and budget matters

Oversee long-term succession planning, and select, oversee and determine compensation for the CEO

The Board’s Role in Strategy

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

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

Board Oversight of Risk

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

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

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The Board

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

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Regularly reviews and discusses significant risks with management, including through the annual strategic planning process and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates, legal and regulatory developments, international business activities, and presentations on specific risks

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Considers regular reports from each committee regarding risk matters under its purview

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

	Audit and Risk Committee
	• Has primary responsibility for overseeing our ERM program • Receives a quarterly report from the Chief Compliance Officer on Intuit’s top risk areas and the progress of the ERM program • Oversees particular risks, such as financial management, privacy, cybersecurity and fraud			• Annually reviews our ERM policies and processes, and from time to time separately reviews the Board’s approach to risk oversight • Oversees our ethics and compliance programs, including our Code of Conduct & Ethics and the Board Code of Ethics

	Compensation and Organizational Development Committee
	• Reviews risks associated with our compensation programs, policies and practices, both for executives in particular and for employees generally • Oversees DEI initiatives in support of organizational development • Assists the Board in its oversight of stockholder engagement on executive compensation matters			• Oversees succession planning and senior leadership development • Oversees organizational development activities and human capital management, including management depth and strength assessment; leadership development; company-wide organization and talent assessment; employee recruitment, engagement and retention; workplace environment and culture; employee health and safety; and pay equity

	Nominating and Governance Committee
	• Reviews risks associated with corporate governance • Oversees overall board effectiveness, including identifying and recruiting diverse members with appropriate skills, experience and characteristics • Annually reviews and approves our Political Accountability Policy			• Oversees our corporate responsibility risks and practices and discusses with management periodic reports on the company’s (i) progress on ESG matters and (ii) communications with stockholders and other stakeholders regarding these matters • Assists the Board in its oversight of our engagement with stockholders

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		Oversight of Cybersecurity
		The Audit and Risk Committee receives regular, quarterly reports from our Chief Information Security and Fraud Officer and a cross-functional cybersecurity, compliance, risk and fraud prevention team on cybersecurity and anti-fraud efforts, including the status of projects to strengthen our security systems and improve incident readiness, existing and emerging threat landscapes, and results of third-party assessments.

		Oversight of Environmental, Social and Governance (ESG) Risks
		The Board has been highly engaged with management on the evolution of Intuit’s ESG practices and reporting. The Board oversees the assessment of ESG risks as part of the development of our overall long-term strategy. Given our cross-functional approach to ESG, ESG oversight responsibility is allocated across the Board’s committees based on their areas of expertise. The Compensation Committee oversees our DEI initiatives in support of organizational development, including pay equity, and considers our True North goals relating to workforce diversity in making executive compensation decisions. The Nominating and Governance Committee oversees our corporate responsibility strategy and goals, including sustainability and social matters. The Audit and Risk Committee oversees our cybersecurity and anti-fraud practices, as well as our disclosure practices relating to ESG.

Board Leadership Structure

Each year, the Board appoints a Board Chair, reviews its leadership structure and determines whether, at the time, it is in the best interests of Intuit and our stockholders for the roles of Board Chair and CEO to be held by the same person or by different people. When the same person serves as both Board Chair and CEO, the independent directors are required to appoint a Lead Independent Director. When the roles are separated, the Board in its discretion may appoint a Lead Independent Director.

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

In October 2023, Ms. Nora Johnson was re-appointed as Board Chair. At this time, the Board has determined that it is not necessary to appoint a Lead Independent Director given that Ms. Nora Johnson is an independent director.

Role of the Board Chair

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Ms. Nora Johnson serves as Board Chair and her responsibilities in that role include:

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Presiding at meetings of the Board, including executive sessions of the independent directors, which occur at least quarterly

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Approving the agenda for Board meetings (in consultation with the CEO) and the schedule for Board meetings to provide sufficient time for discussion of all agenda items

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Ensuring the Board receives adequate and timely information

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Conducting the annual board evaluation with an independent third-party at the direction of the Nominating and Governance Committee

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Being available for consultations and communications with stockholders as appropriate

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Calling executive sessions of the independent directors

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Facilitating the critical flow of information between the Board and senior management

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Calling special meetings of the Board and stockholders

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Board, Committee and Annual Stockholder 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 four meetings during fiscal 2023.

The Board expects that all directors will prepare for, attend and participate in all Board and applicable committee meetings, and will see that other commitments do not materially interfere with their service on the Board.

During fiscal 2023, all current directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served, with the exception of Mr. Yuan, who attended 60% of the meetings held since he joined the Board on May 4, 2023. Mr. Yuan’s absences were due to an illness in July 2023, which caused him to be unable to attend two committee meetings held on the same day.

Our Corporate Governance Principles encourage all directors to attend our Annual Meeting of Stockholders. Nine of the 12 directors

who were serving at the time of the 2023 Annual Meeting of Stockholders attended that meeting.

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 carrying out the responsibilities of a director. In making these determinations, the Board reviews, discusses information provided by the directors and by Intuit with regard to each director’s business and personal activities as they relate to Intuit, its management and the Board.

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

Upon review of these relationships and 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 directors and director nominees are independent: Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, Ms. Nora Johnson, Mr. Roslansky, Mr. Szkutak, Mr. Vazquez, and Mr. Yuan. The Board also determined that former directors, Dennis D. Powell and Jeff Weiner, were independent during the time they served on the Board in fiscal 2023.

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

Qualifications of Directors

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

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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

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

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

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provides effective oversight of management. As part of its annual evaluation process, the committee assesses its ability to build an effective and diverse board.

Stockholder Recommendations of Director Candidates

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

In addition, our bylaws permit stockholders (either individually or in a group of up to 20 stockholders) that have owned 3% or more of Intuit’s outstanding shares continuously for at least three years to submit director nominees (the greater of two directors or up to 20% of our Board) for inclusion in our proxy materials. For additional information, see Stockholder Proposals and Nominations for the 2025 Annual Meeting of Stockholders.

Service on Other Boards and Job Changes

Each director is expected to see that their other existing and planned future commitments do not materially interfere with their service on the Board. Directors generally may not serve on the boards of more than five public companies, including Intuit’s Board. In fiscal year 2023, none of our directors served on more than one other public company board at the same time that they served on our Board.

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

offer after considering whether the composition of the Board remains appropriate under the new circumstances.

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Board Committees and Charters

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

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

Acquisition
Committee

NUMBER OF MEETINGS HELD IN
FISCAL 2023: 4

CURRENT MEMBERS:

Richard L. Dalzell (Chair)

Deborah Liu

Ryan Roslansky

Raul Vazquez

The Acquisition Committee reviews and approves acquisition, divestiture and investment transactions proposed by Intuit’s management

if the total amount to be paid or received by Intuit meets certain requirements that are established by the Board from time to time.

Audit and Risk
Committee

NUMBER OF MEETINGS HELD IN
FISCAL 2023: 9

CURRENT MEMBERS:

Thomas Szkutak (Chair)

Eve Burton

Richard L. Dalzell

Raul Vazquez

Eric S. Yuan

The Audit and Risk Committee’s responsibilities include:

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representing and assisting the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions;

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selecting, evaluating, retaining, compensating and overseeing Intuit’s independent registered public accounting firm;

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

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

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

The Audit and Risk Committee held closed sessions with our independent registered public accounting firm, Ernst & Young LLP, during all of its regularly scheduled meetings in fiscal 2023.

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Compensation and Organizational Development Committee

NUMBER OF MEETINGS HELD IN
FISCAL 2023: 7

CURRENT MEMBERS:

Suzanne Nora Johnson (Chair)

Deborah Liu

Tekedra Mawakana

Ryan Roslansky

The responsibilities of the Compensation Committee include:

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assisting the Board in reviewing and approving executive compensation and in overseeing organizational and management development for executive officers and other Intuit employees;

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

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

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annually reviewing our non-employee director compensation programs and making recommendations on the programs to the Board;

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overseeing our stock compensation programs;

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overseeing broader organizational development activities and human capital management, including management depth and strength assessment; company-wide organization and talent assessment; employee recruitment, engagement and retention;

workplace environment and culture; employee health and safety; and pay equity; and

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overseeing our DEI initiatives in support of organizational development.

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

Each member of the Compensation Committee is independent under Nasdaq listing standards applicable to compensation committee members and a “Non-Employee Director,” as defined in SEC Rule 16b-3. During fiscal 2023, the Compensation Committee held closed sessions with the independent compensation consultant during all of its regularly scheduled meetings.

Nominating and Governance
Committee

NUMBER OF MEETINGS HELD IN
FISCAL 2023: 4

CURRENT MEMBERS:

Eve Burton (Chair)

Tekedra Mawakana

Suzanne Nora Johnson

Thomas Szkutak

Eric S. Yuan

The Nominating and Governance Committee’s responsibilities include:

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reviewing and making recommendations to the Board regarding Board composition and our governance standards;

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evaluating the skills, experience, diversity and other characteristics that are appropriate to promote the effectiveness of the Board;

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identifying and evaluating candidates for director;

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

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overseeing Intuit’s practices relating to corporate responsibility, including environmental, sustainability and social matters, and

discussing with management periodic reports on the company’s (i) progress on ESG matters and (ii) communications with stockholders and other stakeholders regarding these matters;

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overseeing orientation and continuing education for directors; and

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assisting the Board’s oversight of the company’s engagement with stockholders.

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

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

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Annual Board Evaluation

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

Topics covered by the Board during the year

Board culture and structure

Board processes

Information and resources received by the Board

Effectiveness of each Board committee

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

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Transactions with Related Persons

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

Identifying related persons. We collect and update information about our directors, executive officers, individuals related to them and their respective affiliated entities through annual Director & Officer Questionnaires and quarterly director and executive officer affiliation summaries. Directors and 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 employees review and monitor the “related person” transactions and relationships from time to time. If transaction levels approach the approved limits, a new approval request is submitted to the Audit and Risk Committee for review at its next meeting.

Since the beginning of fiscal 2023, 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.

Stockholder Engagement

Intuit regularly engages with stockholders to better understand their perspectives. During fiscal 2023, we held discussions with many of our largest stockholders during scheduled events, including our 2023 Annual Meeting of Stockholders and our annual investor day (“Investor Day”), as well as in regularly held private meetings throughout the year.

Investor Day

In September 2023, we hosted our annual Investor Day at our offices in Mountain View, California. This program gave stockholders the opportunity to hear directly from our management team about Intuit’s performance in fiscal 2023, as well as our short- and long-term growth strategies and financial principles. Stockholders that attended were able to ask questions of management. Intuit’s leadership team also presented product demonstrations aligned to each of our “Big Bet” strategic initiatives. Virtual presentations from our corporate responsibility and DEI leaders were also available. The Investor Day materials can be viewed at https://investors.intuit.com/events-and-presentations/event-details/2023/Intuit-Investor-Day-2023/default.aspx.

Investor Outreach

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

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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.

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Stockholder Communications with the Board

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

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Corporate Responsibility

Intuit’s mission is to power prosperity around the world, and part of that is supporting underserved communities. Our work goes beyond our products, as we see our global customers facing a myriad of challenges. Intuit is committed to using our products, unique expertise, and scale to have a positive impact on communities around the world. To help power prosperity for those who need it most, our corporate responsibility strategy is aligned to our mission, our values and our True North goals, bold goals and Big Bet strategic priorities. We hold ourselves accountable to this strategy by setting measurable True North goals. The Board and its committees oversee our corporate responsibility strategy, which includes our sustainability, job creation, job readiness and DEI initiatives.

Positive Impact on Climate

	Intuit has long been focused on making a positive impact on climate, a significant issue that we believe directly affects prosperity. We take a holistic approach to climate and sustainability, driving initiatives both internally within our operational footprint and supply chain, and externally in the communities we serve. In fiscal 2023, we took a bold step forward in our climate journey by committing to reach net-zero greenhouse gas (GHG) emissions across our operations and supply chain by fiscal 2040. This target has been validated by the Science Based Targets initiative (SBTi), a global body that enables businesses to set ambitious emissions reduction targets in line with the latest climate science. Our commitment is also aligned with the Paris Climate Accords, an international treaty on climate change that calls for net-zero global emissions by 2050. With our long-term net-zero target, our aim is to decarbonize our business operations footprint 10 years ahead of when climate scientists predict we must reach planet-wide net-zero emissions. SBTi’s validation of our net-zero targets is a critical milestone in our commitment to sustainability.
	In addition to this net-zero commitment, we’ve built our Climate Positive program, designed to benefit the communities where we live and work. For four years, we’ve been expanding the program to drive innovative and impactful carbon reduction projects that also provide socioeconomic benefits in underserved communities. As part of our Climate Positive program, we set a goal to drive an additional 2,000,000 metric tonnes (MT) reduction of carbon dioxide equivalent emissions by 2030 by catalyzing climate action in partnership with our employees and the communities we serve. We previously referred to this as our 50x by 30 program — the metric and our goal have not changed with the renaming of this program. By the end of fiscal 2023, we reduced greenhouse gas emissions in communities by 495,000 metric tonnes (since 2018), exceeding our fiscal 2023 goal of 400,000 metric tonnes.

Job Readiness

We are committed to providing the education and training that prepares students for a prosperous tomorrow. Developing personal finance, entrepreneurial finance, and durable skills is crucial for a successful future and will help students be prepared to address life’s challenges. Through our Prosperity Hub School District program, we offer Intuit’s entrepreneurial and educational content, teacher professional development, and programs from our strategic partners free of charge to underserved school districts to help address educational equity issues. Our training programs help students develop and certify the durable skills that employers seek and support educators in their ongoing efforts to teach these critical topics in their curriculum and beyond. Since fiscal 2021, we have partnered with 21 school districts across eight countries, better preparing over 2,500,000 students for jobs, exceeding our fiscal 2023 cumulative goal of 2,200,000 students.

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Job Creation

We believe that talent is dispersed equally, but the opportunity to prosper is not. Rapid technological, environmental, and societal shifts are driving rising inequality in communities across the globe, leading to a lack of job opportunities in many communities today. Our Prosperity Hub Program works to address these challenges by creating job opportunities in underserved communities. Working with key customer success partner-employers, we hire, train, and retain talent to provide domain and product expertise supporting our offerings. We launched our first Prosperity Hub in 2016 and, in fiscal 2023, our Prosperity Hubs had maintained over 18,200 seasonal and year-round jobs created in these communities. While these jobs generated over $195,000,000 of economic impact in underserved communities, we fell short of our fiscal 2023 job creation goal due to a decline in overall US federal income tax returns and fewer customers needing support.

Diversity, Equity and Inclusion

Since our founding, we’ve put our people first. Our DEI initiatives underscore this commitment. We seek diverse perspectives, and we believe in helping our employees do the best work of their lives. This includes fully integrating inclusion and equity into how we operate as a business. And we continue to find new ways to foster a culture that’s as diverse as our customers and the communities we serve. We align our DEI work with our mission to power prosperity for our diverse customers, and we measure the success of that work against our True North Goals. Our representation initiatives focus on attracting and developing the best diverse talent to ensure individuals from all backgrounds have an equal opportunity to be employed and succeed at Intuit. While these goals focus on our long-term vision of a workforce that reflects the diversity of our customers, they are aspirational and we do not set quotas or make employment decisions based on an individual’s identity. Our Chief Diversity, Equity & Inclusion Officer leads a dedicated team and cross-functional partners in our DEI efforts. Our Compensation Committee oversees Intuit’s DEI initiatives in support of organizational development.

Pay Equity

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

To learn more about our corporate responsibility efforts, see our Corporate Responsibility Report at https://www.intuit.com/company/corporate-responsibility/.

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Proposal No. 1
Election of Directors

Our Board Nominees

The Board currently consists of 11 directors, all of whom are standing for re-election to the Board at the Meeting. Based on the recommendations of the Nominating and Governance Committee, the Board has nominated Eve Burton, Scott D. Cook, Richard L. Dalzell, Sasan K. Goodarzi, Deborah Liu, Tekedra Mawakana, Suzanne Nora Johnson, Ryan Roslansky, Thomas Szkutak, Raul Vazquez, and Eric S. Yuan for election at the Meeting. All of the nominees were elected to the Board by our stockholders at our 2022 annual meeting of stockholders, except for Mr. Roslansky and Mr. Yuan, who both joined the Board in May 2023. A special search committee of the Board identified and presented several candidates to the Board for consideration. After the Board interviewed Mr. Yuan and Mr. Roslansky, they determined these individuals’ backgrounds, skills, and experiences made them an excellent match to complement the existing skills on the Board.

Diversity of Skills and Expertise

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

The charts in the Proxy Summary provide additional detail regarding the tenures, ages, genders and diversity of our Board nominees.

Board Refreshment

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

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Eve Burton

Executive Vice President and Chief Legal
Officer, The Hearst Corporation

Independent

Director since: 2016

Committees: Nominating and Governance (Chair),
Audit and Risk

Age: 65

Professional Background

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

•

Executive Vice President and Chief Legal Officer since December 2019

•

Senior Vice President, General Counsel, 2012-2019

•

Vice President and General Counsel, 2002-2012

•

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

•

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

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

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

Other Affiliations

•

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

Education

•

Bachelor of Arts, Hampshire College

•

Juris Doctor, Columbia Law School

Key Skills and Experience

•

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

•

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

•

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

•

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

Other Public Company Boards

None

Scott D. Cook

Founder, Intuit Inc.

Director since: 1984

Committees: None

Age: 71

Professional Background

Intuit

•

Founder

•

Chairman of the Board, 1993-1998

•

President and Chief Executive Officer, 1984-1994

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

Education

•

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

•

Master of Business Administration, Harvard Business School

Key Skills and Experience

•

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

•

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

•

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

•

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

Other Public Company Boards

None

Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement

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Richard L. Dalzell

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

Independent

Director since: 2015

Committees: Acquisition (Chair), Audit and Risk

Age: 66

[MISSING IMAGE: ph_richardldalzellne-bw.gif]

Professional Background

Amazon

•

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

•

Senior Vice President and Chief Information Officer, 2000-2001

•

Vice President and Chief Information Officer, 1997-2000

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

Education

•

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

Key Skills and Experience

•

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

•

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

•

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

Other Public Company Boards

None

Sasan K. Goodarzi

President and Chief Executive Officer, Intuit Inc.

Director since: 2019

Committees: None

Age: 55

[MISSING IMAGE: ph_sasangoodarzine-bw.gif]

Professional Background

Intuit

•

President and CEO since 2019

•

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

•

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

•

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

•

Senior Vice President and Chief Information Officer, 2011-2013

•

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

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

Education

•

Bachelor of Science, Electrical Engineering, University of Central Florida

•

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

Key Skills and Experience

•

Deep understanding of Intuit’s business and culture

•

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

•

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

Other Public Company Boards

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

INTUIT 2024 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees

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Deborah Liu

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

Independent

Director since: 2017

Committees: Acquisition, Compensation and Organizational Development

Age: 47

Professional Background

Ancestry.com, a family history and consumer genomics company

•

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

Facebook (now Meta Platforms, Inc.)

•

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

•

Helped create Facebook’s commerce and payments businesses

•

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

•

Built Facebook’s games business and payments platform

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

Other Affiliations

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

Education

•

Bachelor of Science, Civil Engineering, Duke University

•

Master of Business Administration, Stanford Graduate School of Business

Key Skills and Experience

•

Extensive executive management experience in large global technology companies

•

Deep technical understanding of mobile platforms

•

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

•

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

Other Public Company Boards

None

Tekedra Mawakana

Co-Chief Executive Officer, Waymo LLC

Independent

Director since: 2020

Committees: Compensation and Organizational Development, Nominating and Governance

Age: 52

[MISSING IMAGE: ph_tekedramawakanane-bw.gif]

Professional Background

Waymo, an autonomous driving technology company

•

Co-Chief Executive Officer since April 2021

•

Chief Operating Officer, 2019-April 2021

•

Chief External Officer, 2018-2019

•

Global Head of Policy, 2017-2018

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

Other Affiliations

•

Member of the Advisory Council to Boom Technology Inc.

•

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

Education

•

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

•

Juris Doctor, Columbia Law School

Key Skills and Experience

•

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

•

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

•

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

Other Public Company Boards

None

Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement

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Suzanne Nora Johnson

Former Vice Chairman,
The Goldman Sachs Group

Board Chair since: January 2022

Independent

Director since: 2007

Committees: Compensation and Organizational Development (Chair), Nominating and Governance

Age: 66

Professional Background

The Goldman Sachs Group

•

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

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

Other Affiliations

•

Co-Chair, The Brookings Institution

•

Chair of the Board of Directors, Markle Foundation

•

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

Education

•

Bachelor of Arts, University of Southern California

•

Juris Doctor, Harvard Law School

Key Skills and Experience

•

Valuable business experience managing large, complex, global institutions

•

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

•

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

•

Expertise in the product and go-to-market domains

Other Public Company Boards

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

Ryan Roslansky

Chief Executive Officer, LinkedIn Corporation

Independent

Director since: 2023

Committees: Acquisition, Compensation and Organizational Development

Age: 45

[MISSING IMAGE: ph_ryanroslansky-bw.gif]

Professional Background

•

Chief Executive Officer since June 2020

•

Chief Product Officer, 2009-2020

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

Key Skills and Experience

•

Valuable business experience building a global technology platform

•

Deep technical understanding of SaaS and mobile platforms

•

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

Other Public Company Boards

None

INTUIT 2024 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees

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Thomas Szkutak

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

Independent

Director since: 2018

Committees: Audit and Risk (Chair), Nominating and Governance

Age: 62

[MISSING IMAGE: ph_thomasszkutakne-bw.gif]

Professional Background

Amazon

•

Senior Vice President and Chief Financial Officer, 2002-2015

General Electric

•

Chief Financial Officer of GE Lighting, 2001-2002

•

Finance Director of GE Plastics Europe, 1999-2001

•

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

•

Graduate of GE’s financial management program

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

Education

•

Bachelor of Science, Business Administration, Boston University

Key Skills and Experience

•

Deep public company financial expertise

•

Executive management experience with large, global organizations

•

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

•

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

Other Public Company Boards

None

Raul Vazquez

Chief Executive Officer and Director, Oportun Financial Corporation

Independent

Director since: 2016

Committees: Acquisition, Audit and Risk

Age: 52

[MISSING IMAGE: ph_raulvazquezne-bw.gif]

Professional Background

Oportun Financial, a financial technology company

•

Chief Executive Officer, since 2012

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

Other Affiliations

•

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

•

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

Education

•

Bachelor of Science, Stanford University

•

Master of Science, Industrial Engineering, Stanford University

•

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

Key Skills and Experience

•

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

•

Executive leadership experience with global organizations

•

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

•

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

Other Public Company Boards

Oportun Financial Corporation since 2019

Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement

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Eric S. Yuan

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

Independent

Director since: 2023

Committees: Audit and Risk, Nominating and Governance

Age: 53

Professional Background

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

•

Chief Executive Officer, since 2011

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

Education

•

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

•

Master of Engineering, China University of Mining & Technology

Key Skills and Experience

•

Extensive executive management experience in large global technology companies

•

Deep technical understanding of SaaS and mobile platforms

•

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

•

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

Other Public Company Boards

Zoom Video Communications since 2011

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

	Board Diversity Matrix (as of November 22, 2023)
	Total number of directors:			11

	Female	Male	Non-binary	Did not disclose gender
Directors	4	7	—	—
Number of directors who identify in any of the categories below:
African American or Black	1	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	1	1	—	—
Hispanic or Latino	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or more races or ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did not disclose demographic background	1	1	—	—

Directors who identify as Middle Eastern: 1

INTUIT 2024 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees

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Election Mechanics

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

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

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

Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement

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Director
Compensation

Annual Retainer and Equity Compensation Program for Non-Employee Directors

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

In each of October 2022 and October 2023, the committee reviewed the compensation of our non-employee directors and determined not to make any changes to the program.

2023 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.

Position	Annual Amount ($)
Non-Employee Board Member		75,000
Chair of the Board of Directors*		90,000
Members of each of the Audit and Risk Committee, Acquisition Committee, and Compensation and Organizational Development Committee		15,000
Members of the Nominating and Governance Committee		10,000
Audit and Risk Committee Chair**		32,500
Compensation and Organizational Development Committee Chair**		25,000
Acquisition Committee and Nominating and Governance Committee Chairs**		17,500

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

Committee chairs also receive the committee membership retainer.

These retainers are paid in quarterly installments and are prorated for any changes to committee service that occur during the year. Directors may elect to defer cash retainers into tax-deferred Intuit stock units by making an irrevocable written election before the start of each calendar year. These tax-deferred stock units, known as Conversion Grants, are granted quarterly and are fully vested at the time of grant. The shares underlying Conversion Grants are distributable five years from the date of grant, or upon an earlier separation from the Board or change in control 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.

INTUIT 2024 Proxy Statement | Director Compensation | Annual Retainer and Equity Compensation Program for Non-Employee Directors

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2023 Director Equity Compensation Program

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

Board Position	Fixed Amount of Award ($)	Vesting schedule
Non-Employee Board Member (annual grant)	260,000	Generally vests in full on the first day of the 12th month following the grant date
Chair of the Board (supplemental annual grant)	90,000	Generally vests in full on the first day of the 12th month following the grant date

Because these grants are for a fixed dollar amount, the number of RSUs awarded annually to non-employee directors varies, depending on the closing market price of Intuit’s common stock on the date of grant. The annual grants are awarded each year on the day following the annual meeting of stockholders. For a director who joins between annual meetings, the annual grant will be prorated based on the number of full months of expected service until the first anniversary of the most recent annual meeting. These prorated grants will vest on the same day as the other directors’ annual grants. Once RSUs vest, issuance of shares is deferred until five years from the date of grant, or an earlier separation from the Board or change in control of Intuit. Directors 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 equivalent rights. Dividend equivalents accumulate and are paid only when the shares underlying the RSUs are issued. Dividend equivalent rights on RSUs that fail to vest are forfeited.

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

Director Stock Ownership Requirement

Directors are required to own Intuit stock with a value equal to at least 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. Under our policy, directors must comply with this requirement within five years from the date they join the Board. If any director does not meet the stock ownership requirement within this time frame, then 50% of his or her annual cash retainers will be made in the form of Intuit stock until compliance is achieved. As of July 31, 2023, all of our directors were in compliance with our policy.

Donation Matching Program for Non-Employee Directors

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

Director Stock Ownership Requirement | Director Compensation | INTUIT 2024 Proxy Statement

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Director Summary Compensation Table

The following table summarizes the fiscal 2023 compensation earned by each of our directors, other than Mr. Goodarzi whose compensation is described under “Executive Compensation Tables,” and former directors who served during fiscal 2023.

Director Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All Other Compensation ($)		Total ($)
Eve Burton		—(1)		378,666(1)(2)		—		378,666
Scott D. Cook		—		—		1,235,000(3)		1,235,000
Richard L. Dalzell		—(1)		383,025(1)(2)		—		383,025
Deborah Liu		—(1)		365,974(1)(2)		15,000(4)		380,974
Tekedra Mawakana		25,000(1)		335,627(1)(2)		–		360,627
Suzanne Nora Johnson		215,000		350,302(2)		15,000(4)		580,302
Dennis D. Powell (served through January 19, 2023)		68,750		–		–		68,750
Ryan Roslansky (appointed May 4, 2023)		26,250		173,362(2)		–		199,612
Brad D. Smith (served through January 19, 2023)		37,500		–		–		37,500
Thomas Szkutak		–(1)		376,954(1)(2)		–		376,954
Raul Vazquez		105,000		260,338(2)		–		365,338
Jeff Weiner (served through January 19, 2023)		50,000		–		–		50,000
Eric S. Yuan (appointed May 4, 2023)		25,000		173,362(2)		–		198,362

(1)

For Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak, the number in the “Stock Awards” column includes the value of Conversion Grants at the time of grant in addition to the value of the annual equity grant. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, 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 2022 in RSUs. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, 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 2023 in RSUs. These Conversion Grants are granted on a quarterly basis, following the applicable annual meeting, and are fully vested at the time of grant. Please see the “Equity Grants to Directors During Fiscal Year 2023” table for more information.

(2)

These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“FASB ASC Topic 718”). See the “Equity Grants to Directors During Fiscal Year 2023” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2023” 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.

(3)

Mr. Cook is an employee of Intuit, so he is not compensated as a non-employee director. Mr. Cook’s cash compensation shown in the table reflects salary of $650,000 and an incentive bonus of $585,000 awarded for performance in fiscal 2023. Mr. Cook was not granted any equity awards during fiscal 2023.

(4)

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

INTUIT 2024 Proxy Statement | Director Compensation | Director Summary Compensation Table

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Equity Grants to Directors During Fiscal Year 2023

The following table shows the RSU grants made to each of our directors, other than Mr. Goodarzi, and former directors who served during fiscal 2023.

	Stock Awards
Director Name	Grant Date		Shares Subject to Award (#)		Grant Date Fair Value ($)(1)
Eve Burton		10/28/2022		69 (2)		29,794
		1/20/2023		654 (3)		260,338
		1/20/2023		74 (2)		29,457
		5/5/2023		69 (2)		29,390
		7/28/2023		58 (2)		29,687
Scott D. Cook(4)		—		—		—
Richard L. Dalzell		10/28/2022		71 (2)		30,657
		1/20/2023		654 (3)		260,338
		1/20/2023		77 (2)		30,651
		5/5/2023		72 (2)		30,669
		7/28/2023		60 (2)		30,710
Deborah Liu		10/28/2022		61 (2)		26,339
		1/20/2023		654 (3)		260,338
		1/20/2023		66 (2)		26,272
		5/5/2023		62 (2)		26,409
		7/28/2023		52 (2)		26,616
Tekedra Mawakana		1/20/2023		654 (3)		260,338
		1/20/2023		63 (2)		25,078
		5/5/2023		59 (2)		25,131
		7/28/2023		49 (2)		25,080
Suzanne Nora Johnson		1/20/2023		880 (3)		350,302
Dennis D. Powell				—		—
Ryan Roslansky		5/5/2023		407 (5)		173,362
Brad D. Smith				—		—
Thomas Szkutak		10/28/2022		58 (2)		25,044
		1/20/2023		654 (3)		260,338
		1/20/2023		63 (2)		25,078
		5/5/2023		78 (2)		33,224
		7/28/2023		65 (2)		33,270
Raul Vazquez		1/20/2023		654 (3)		260,338
Jeff Weiner				—		—
Eric S. Yuan		5/5/2023		407 (5)		173,362

(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)

These amounts represent RSUs awarded pursuant to a Conversion Grant, which are granted quarterly with 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 of Intuit’s common stock on the date of grant. Conversion Grants are fully vested at the time of grant because they replace cash compensation that is vested when it is paid.

(3)

These amounts represent RSUs awarded pursuant to an annual non-employee director grant, which vests as to 100% of the shares on January 1, 2024, subject to the director’s continued service.

(4)

Mr. Cook was not granted any equity awards from Intuit during fiscal 2023.

(5)

These amounts represent RSUs awarded pursuant to a New Board Member grant that was prorated based on the number of full months of expected service until the next annual meeting and vests as to 100% of the shares on January 1, 2024, subject to the director’s continued service.

Equity Grants to Directors During Fiscal Year 2023 | Director Compensation | INTUIT 2024 Proxy Statement

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Outstanding Equity Awards for Directors at
Fiscal Year-End 2023

The following table provides information on the outstanding equity awards held by our directors, other than Mr. Goodarzi, and former directors who served during fiscal 2023, as of July 31, 2023.

Director Name	Aggregate Shares Subject to Outstanding Stock Awards (#)(1)		Portion of Outstanding Stock Awards that is Vested and Deferred (#)(1)
Eve Burton		10,620		9,966
Scott D. Cook		—		—
Richard L. Dalzell		5,331		4,677
Deborah Liu		6,991		6,337
Tekedra Mawakana		2,205		1,551
Suzanne Nora Johnson		4,355		3,475
Dennis D. Powell		—		—
Ryan Roslansky		407		—
Brad D. Smith		—(2)		—
Thomas Szkutak		5,452		4,798
Raul Vazquez		3,958		3,304
Jeff Weiner		—		—
Eric S. Yuan		407		—

(1)

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

(2)

Mr. Smith has no outstanding awards that were granted to him for his service as a non-employee director. As of July 31, 2023, Mr. Smith held stock options representing a total of 157,170 shares with exercise prices ranging from $135.35 to $303.94 per share. These options were granted prior to December 31, 2021 when Mr. Smith was an employee of Intuit. All of these options were exercisable as of July 31, 2023, and will expire on January 18, 2024.

INTUIT 2024 Proxy Statement | Director Compensation | Outstanding Equity Awards for Directors at Fiscal Year-End 2023

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Proposal No. 2 Advisory Vote to Approve Executive Compensation

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

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

•

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

•

supports our corporate growth strategy;

•

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

•

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

•

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

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

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

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

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

Proposal No. 2 Advisory Vote to Approve Executive Compensation | INTUIT 2024 Proxy Statement

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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 25, 2023, 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:

•

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

•

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.

•

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 in three different forms of equity with varied time horizons and vesting conditions.

•

Annual cash incentives for our senior executives (including our NEOs) are capped at 180% 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.

•

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

•

The CEO’s PSUs and RSUs have a mandatory one-year holding requirement after they vest.

•

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

•

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.

•

We have established “clawback” provisions for performance-based equity awards and for cash bonus payments under the annual cash incentive plan in which our executive officers participate.

•

We have a robust executive succession planning process, including both long-term succession and regular review of emergency short-term plans.

•

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

INTUIT 2024 Proxy Statement | Proposal No. 2 Advisory Vote to Approve Executive Compensation | Compensation Risk Assessment

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Compensation and Organizational Development Committee Report

Set out below is the Compensation Discussion and Analysis, which discusses Intuit’s executive compensation programs and policies and explains how we and management view and use them. 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, in an effort to produce the greatest value for Intuit’s four True North stakeholders: employees, customers, communities 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 2023, including annual base salary, 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)
Deborah Liu
Tekedra Mawakana
Ryan Roslansky

Compensation and Organizational Development Committee Report | INTUIT 2024 Proxy Statement

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Compensation Discussion
and Analysis

Table of Contents

	Executive Summary			42
	Compensation Philosophy and Objectives			46
	Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations			46
	Fiscal 2023 Peer Group			47

	Components of Compensation			48
	Fiscal 2023 Compensation Actions			55
	Other Benefits			60
	Our Compensation Policies and Practices			61
	Accounting and Tax Implications of Our Compensation Policies			62

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 (“NEOs”). The Compensation Committee, which is made up entirely of independent directors, oversees Intuit’s compensation plans and policies, approves the compensation of our executive officers, and administers our equity compensation plans, as well as our organizational development activities, human capital management and DEI initiatives. For fiscal 2023, our NEOs were:

Named Executive Officers

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LEADERSHIP SUCCESSION

During fiscal 2023, we announced several management transitions. Ms. Clatterbuck stepped down from her role as Executive Vice President and Chief Financial Officer, effective July 31, 2023, and Sandeep Aujla assumed that role effective August 1, 2023. Effective September 5, 2023, Mr. Chriss stepped down from his role as Executive Vice President and General Manager, Small Business & Self-Employed Group and that role was assumed by Ms. Tessel, who served as Executive Vice President and Chief Technology Officer through September 5, 2023. The fiscal 2023 compensation described in this proxy statement relates to Ms. Tessel’s service in her previous role through July 31, 2023. All discussions of fiscal 2024 compensation decisions in this proxy statement for Ms. Tessel relate to her service as Executive Vice President and Chief Technology Officer through September 5, 2023 and, thereafter, to her role as Executive Vice President and General Manager, Small Business & Self-Employed Group. Alex Balazs, who previously served as Chief Technology Architect, assumed the role of Executive Vice President and Chief Technology Officer effective September 5, 2023.

These transitions were carried out consistent with our thoughtful and orderly approach to long-term leadership development and succession planning, which is overseen by our Compensation Committee and discussed by the full Board. This process includes annual discussions about the succession process and timeline, assessments of successor candidates for the CEO and other senior leadership positions, the leadership pipeline and development plans for the next generation of senior leadership, and organizational development. The Compensation Committee also oversees crisis succession plans.

Focus on Pay-For-Performance and Delivering for All Stakeholders While Facing Macroeconomic Uncertainty

In fiscal 2023, management and the Compensation Committee continued to approach our executive compensation program with enduring pay-for-performance principles and to set rigorous goals to drive growth and long-term shareholder value. Despite ongoing uncertainty in the macroeconomic environment marked by inflation, rising interest rates and global political instability, the committee did not adjust performance measures, goals or any other components of our executive compensation program. Our program is designed to balance rewards for both short-term operating results and long-term growth, and the committee evaluated NEO performance against key financial measures, strategic objectives like our True North goals, and stockholder return. We delivered approximately 96% of total direct compensation for our CEO, and 93% of total direct compensation for our other NEOs, through awards linked to Intuit’s performance. The only fixed component of pay was base salary.

(1)

Total direct compensation reflects base salary, actual bonus payout, and equity awards granted during fiscal 2023. Consistent with disclosure in the Fiscal Year 2023 Summary Compensation Table, equity awards are reported at their grant date fair value (which, for the PSUs, 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 2023.

(2)

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

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

The communities we serve are critical stakeholders to our company’s mission and, to power their prosperity, we established measurable company-wide goals for reducing greenhouse gas emissions, creating jobs and preparing individuals for jobs. Employee engagement

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is a top priority and DEI across our workforce is critical to achieving our goals of attracting and retaining the world’s best diverse talent to deliver for our customers and other stakeholders. We have aligned our DEI initiatives with our True North goals by measuring the representation of women in our technology roles globally and U.S. employees from underrepresented racial groups (“URGs”). Our representation initiatives focus on attracting and developing the best diverse talent to ensure individuals from all backgrounds have an equal opportunity to be employed and succeed at Intuit. While these goals focus on our long-term vision of a workforce that reflects the diversity of our customers, they are aspirational and we do not set quotas or make employment decisions based on an individual’s identity.

Our Fiscal 2023 Performance

Intuit’s financial performance for fiscal 2023 was strong, demonstrating the strength of our platform. Our strong financial results were especially noteworthy given the ongoing uncertainty in the macroeconomic environment.

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

Other key financial highlights and accomplishments from fiscal 2023

•

Generated annualized three-year Total Stockholder Return (“TSR”) of 19.4% (top third of S&P constituents) and annualized five-year TSR of 21.0% (top quartile of S&P 500 constituents). For comparison, the S&P 500 index had annualized returns of 13.7% over the three-year period and 12.2% over the five-year period.

•

On a cumulative basis, maintained 18,217 seasonal and year-round jobs created in underserved communities, falling short of our fiscal 2023 goal due to a decline in overall US federal income tax returns and fewer customers needing support

•

On a cumulative basis, better prepared 2,516,364 individuals for jobs, exceeding our fiscal 2023 cumulative goal of 2,200,000

•

Reduced/avoided greenhouse gas emissions in communities by 495,000 metric tonnes (since 2018), exceeding our fiscal 2023 Climate Positive goal of 400,000 metric tonnes

•

Increased the representation of our U.S employees from URGs to 16.3%, exceeding our fiscal 2023 goal of 16.0%*

•

Increased the representation of women in our technology roles globally to 34.1%, falling short of our fiscal 2023 goal of 35.0%*

•

Earned employee engagement scores that continued to reflect best-in-class levels, including being chosen as one of Fortune magazine’s “100 Best Companies to Work For” for the 22nd consecutive year

Does not include Credit Karma, which maintains separate record-keeping systems. Our representation goals focus on attracting and developing the best diverse talent to ensure individuals from all backgrounds have an equal opportunity to be employed and succeed at Intuit.

INTUIT 2024 Proxy Statement | CD&A | Executive Summary

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How We Compensated Our CEO in Fiscal 2023

The Compensation Committee’s decisions for Mr. Goodarzi in fiscal 2023 reflect Intuit’s objectively strong performance, including revenue and operating income growth, and progress on our five Big Bet strategic priorities during continuing uncertainty in the economic environment. The Compensation Committee also sought to reward Mr. Goodarzi’s leadership and progress on our True North goals, including increasing the representation of U.S. employees from URGs and women in our technology roles globally, reducing and offsetting greenhouse gas emissions, making progress on job creation and job readiness goals, and achieving employee survey results that are in the top 10% of industry benchmarks. The committee further recognized his leadership and development of a high-performing management team, as well as Intuit’s progress on its strategy to become the global AI-driven expert platform powering prosperity for consumers and small businesses, and acceleration of the use and deployment of AI to solve the most important problems of our customers.

Our CEO’s compensation is aligned with stockholders’ interests. Approximately 96% of total direct compensation for Mr. Goodarzi in fiscal 2023 was performance-based and strongly linked to Intuit’s results. Only his base salary was a fixed amount (approximately 4% of his total direct compensation for fiscal 2023). Mr. Goodarzi’s fiscal 2023 bonus was funded at 90% of target, which matched the aggregate funding percentage for the broader employee base and was lower than the baseline funding percentage generated by the pre-established formula based on revenue and non-GAAP operating income.

In addition, service-based restricted stock units (“RSUs”) and performance-based relative TSR restricted stock units (“PSUs”) granted to the CEO are subject to a mandatory one-year holding period after vesting to increase his long-term alignment with stockholders.

NEO Compensation Highlights

•

In fiscal 2023, we paid cash bonuses to the NEOs at 90% of target. This bonus payout as a percentage of target was lower than the 96.0% generated under the bonus plan’s funding formula for achieving revenue and non-GAAP operating income against pre-established goals, and matched the aggregate bonus pool funding level approved by the Compensation Committee for the broader employee base. The payout percentage was adjusted downward to recognize that, while we achieved many of our True North goals, we fell short on others.

•

ESG goals that are measurable and linked to our True North strategic goals were considered by the Compensation Committee in determining executive compensation, including for workforce diversity, greenhouse gas emissions, community job creation, and better preparing individuals for jobs.

•

On average, 94% of the fiscal 2023 total direct compensation paid to the NEOs was performance-based through a combination of goal-driven annual cash incentives and equity awards.

2023 “Say-on-Pay” Advisory Vote on Executive Compensation

Intuit provides stockholders with an advisory vote on executive compensation. At our 2023 Annual Meeting of Stockholders, approximately 93.3% of the votes cast in the “say-on-pay” advisory vote were “FOR” approval of our executive compensation. We value the opinions of our stockholders and also seek their input as part of our regular stockholder outreach efforts. The feedback we received from stockholders regarding our executive compensation program was generally positive and affirmed our current compensation strategy and its alignment with performance.

The Compensation Committee evaluated the results of the 2023 advisory “say-on-pay” vote, additional stockholder feedback gained through our robust engagement program, input from our independent compensation consultant, and the other factors and data discussed in this CD&A in determining executive compensation policies and decisions. Based on this evaluation, the Compensation Committee determined that our executive compensation programs are aligned with our pay-for-performance compensation philosophy and company strategy and decided not to make any material changes to the structure or principles of the programs.

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 NEOs.

Executive Summary | CD&A | INTUIT 2024 Proxy Statement

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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 for an effective compensation structure. Annual cash incentives reward executives for short-term operating results, as well as our progress toward True North stakeholder goals, which include certain ESG goals, while equity incentives motivate executives to deliver 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. The Compensation Committee considers each executive officer’s total compensation to assess the program’s overall value for motivation and retention, among other factors, to determine the amount of cash and equity incentives our officers are awarded. The committee also considers other relevant factors, such as market data, internal parity, succession planning, exceptional capability and stockholder 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 peer companies, while recognizing the need to offer equity to attract and retain top executive and technology talent in an increasingly competitive labor market. This is especially important in areas that help accelerate our strategy of being a global AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, AI, data science, customer success and sales.

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

The Compensation Consultant

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 Frederic W. Cook & Co. (“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 2023 Peer Group,” FW Cook assists the committee in defining our peer group, which is used in our evaluation of our relative executive compensation levels and practices and provides context 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 advising the Compensation Committee.

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Officers and the Board

The Compensation Committee received support from Intuit’s human resources leaders in analyzing and establishing Intuit’s compensation programs for fiscal 2023. Members of Intuit’s management and staff, including the Chief People & Places Officer, members of her staff and internal legal 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 NEOs), 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 NEOs, 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 the Board Chair obtained feedback from Mr. Goodarzi’s executive staff and members of the Board. The Compensation Committee determined the compensation for Mr. Goodarzi after obtaining market data and other information and input from FW Cook and conferring with independent members of the Board without Mr. Goodarzi 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 NEOs.

Fiscal 2023 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:

•

that compete with us for executive and technical 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 promote continuity year-over-year.

Using these objectives, the independent compensation consultant recommended a fiscal 2023 peer group of 16 companies with the following characteristics:

	Criteria for Fiscal 2023 Peer Group			Characteristics
	Technology companies with headquarters in California			All are publicly-traded California technology innovators that compete with Intuit for executive and technical talent.
	Size			Peer companies generally fall within a range of between 0.25x and 4.0x Intuit’s revenue and between 0.25x and 4.0x of Intuit’s market capitalization.
	Year-over-year continuity			In fiscal 2023, Airbnb, Inc. was added to the peer group, and Twitter, Inc. was removed from the peer group because it no longer met the public company criterion.

The independent compensation consultant reviewed these criteria with the Compensation Committee in January 2023, and the committee determined that the following companies would make up the compensation peer group for fiscal 2023 year-end decisions.

Fiscal 2023 Compensation Peer Group
Activision Blizzard, Inc.	Block, Inc.	PayPal Holdings, Inc.	Uber Technologies, Inc.
Airbnb, Inc.	eBay Inc.	QUALCOMM Incorporated	Visa Inc.
Adobe Inc.	Electronic Arts, Inc.	salesforce.com, inc.	VMware, Inc.
Autodesk, Inc.	Netflix, Inc.	ServiceNow, Inc.	Workday, Inc.

All compensation decisions made in July 2023 utilized this peer group for context. Any discussion about components of executive officers’ compensation that occurred prior to July 2023 (including, for example, their fiscal 2023 salaries) utilized the peer data from the peer group approved by the Compensation Committee in January 2022.

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How Peer Group Data Were Used

The Compensation Committee used the publicly reported information regarding NEO compensation from the peer companies as a reference point in assessing compensation levels for Intuit’s NEOs. 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 NEO’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 2023 are as follows:

The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each NEO’s cash bonus and 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.

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Base Salary

Each July, the Compensation Committee reviews the base salaries of our NEOs 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 NEOs are competitive with our compensation peer group and to ensure those salaries reflect each executive’s role, responsibilities, experience and performance. Fiscal 2024 base salary decisions for each of our NEOs are described under Fiscal 2023 Compensation Actions below.

Annual Cash Bonuses

Intuit uses cash bonuses to reward achievement of annual company financial performance and strategic objectives, including certain ESG-related goals, and individual strategic and operational objectives, all of which align with stockholder value. These bonuses are determined by a multi-step process. Cash bonuses for our senior executives, including our NEOs, were awarded under the Intuit Inc. Performance Incentive Plan (“IPI”), which is the same bonus program in which our broader employee base participates.

At the beginning of and during the fiscal year

Bonus targets are established. Each NEO has an annual bonus target that is a stated percent of base salary. The Compensation Committee set fiscal 2023 bonus targets in July 2022 for all NEOs based on the scope and significance of each executive’s leadership role at Intuit, as well as a review of market data.

IPI bonus pool baseline funding formula is determined. Baseline funding of the IPI is determined by company-wide financial performance. The Compensation Committee set two rigorous, equally weighted performance goals — one based on Intuit’s revenue and the other based on non-GAAP operating income. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management.

True North strategic goals are established. As part of our financial planning process, management established goals to deliver results for each of our four key True North stakeholders: employees, customers, communities and stockholders. These metrics are designed to advance our progress toward our bold goals and include measurable company-wide ESG goals. Based on performance against these goals, the Compensation Committee has discretion to make upward or downward adjustments to the funding percentage generated by the baseline funding formula.

True North Stakeholder Fiscal 2023 Goals

ESG goals

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At the end of the fiscal year

Fiscal 2023 baseline bonus funding is determined. The following table shows the formulaic output of a range of performance levels against the two financial goals approved by the Compensation Committee at the beginning of the fiscal year. Based on our actual performance under these measures, the formula yielded a baseline funding for the IPI of 96.0% of target.

Measure Weighting	Revenue ($ Billions) 50%				Non-GAAP Operating Income ($ Billions) +50%				Total =100%
	FY23 Revenue		Bonus Pool Funding as a Percent of Target(1)		FY23 Non-GAAP Operating Income		Bonus Pool Funding as a Percent of Target(1)		Baseline Company Performance as a Percent of Target(2)
Maximum		$16.08		150%		$6.03		150%		150%
Target		$14.92		100%		$5.52		100%		100%
Threshold		$13.43		—%		$4.97		—%		—%
Actual fiscal 2023 performance and funding percentages		$14.37		92.6%		$5.50		99.3%		96.0%

(1)

Interpolated between defined points. Fiscal 2023 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.

(2)

This reflects a baseline for the funding of the IPI. The Compensation Committee has discretion to determine the actual IPI payment levels for each participant in an amount not to exceed 180% of target or $5 million.

True North goals are assessed. The Compensation Committee considered our progress against the fiscal 2023 True North goals.

	Employees • Maintained engagement scores in the top 10% of industry benchmarks and diversity, inclusion and belonging scores at best-in-class levels, as measured by internal surveys administered by an independent employee engagement analytics firm • Maintained employee retention at better rates than industry benchmark • Increased the representation of our U.S employees from URGs to 16.3%, exceeding our fiscal 2023 goal of 16.0%* • Increased the representation of women in our technology roles globally to 34.1%, falling short of our fiscal 2023 goal of 35.0%* • Ranked #14 in Fortune magazine’s “100 Best Companies to Work For” survey				Communities • On a cumulative basis, maintained 18,217 seasonal and year-round jobs created in underserved communities, falling short of our fiscal 2023 goal due to a decline in overall US federal income tax returns, with fewer customers needing support • On a cumulative basis, better prepared 2,516,364 individuals for jobs, exceeding our fiscal 2023 cumulative goal of 2,200,000 • Reduced/avoided greenhouse gas emissions in communities by 495,000 metric tonnes (since 2018), exceeding our fiscal 2023 Climate Positive cumulative goal of 400,000 metric tonnes
	Customers • Grew active customers year-over-year with continued opportunity to accelerate growth • Opportunity to improve customer satisfaction, as measured by net promoter scores and product recommendation scores				Stockholders • Grew overall revenue by 13% to $14.4 billion • Grew revenue by 24% in the Small Business & Self-Employed Group, 6% in the Consumer Group, and 3% in the ProTax Group, partially offset by a 9% decrease in Credit Karma revenue • Grew combined platform revenue, which includes Small Business and Self-Employed Group Online Ecosystem, TurboTax Online and Credit Karma, by 14% to $11.0 billion

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Actual Named Executive Officer bonus awards are determined. Based on the foregoing, including the results of our True North performance, in some areas of which we remain constructively dissatisfied, the Compensation Committee exercised negative discretion and set funding for the IPI at 90% of target, which is below the baseline formulaic funding level of 96.0%. This funding level established for the NEOs was equal to the aggregate funding percentage applicable to Intuit employees generally. The committee believes that funding short-term incentives paid to the NEOs at the same level as those paid to the rest of our employees helps to promote consistent Intuit-wide outcomes.

The fiscal 2023 bonus payouts for each of our NEOs were as follows:

Name	Annual Base Salary ($)		Target Bonus as a Percent of Salary (%)		Target Bonus ($)		Actual Bonus as a Percent of Target Bonus (%)		Actual Bonus ($)
Sasan K. Goodarzi		1,100,000		200%		2,200,000		90%		1,980,000
Michelle M. Clatterbuck		770,000		100%		770,000		90%		693,000
J. Alexander Chriss		770,000

Communities

•

Inspire and empower highly engaged employees, as measured by employee surveys*

•

Create a diverse and inclusive environment, as measured by percentage of women in our technology roles globally and percentage of U.S. employees from URGs*

•

Grow highly capable people managers, as measured by employee surveys*

•

Retain world’s top talent*

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Create jobs through Prosperity Hubs*

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Better prepare people for jobs*

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Make a positive impact on climate, as measured by reduction of carbon dioxide equivalent emissions in the communities we serve*

Stockholders

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Increase the number of active customers

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Improve customer retention

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Delight customers more than alternatives, as measured by net promoter scores and product recommendation scores

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Grow revenue by double digits

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Increase revenue per customer

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Generate operating income growth