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 voting instruction form. If you do not provide voting instructions, your nominee may vote only on Proposal 3.

Proposal

1.

Election of directors

​

FOR
(all nominees)

2.

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

​

FOR

3.

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

​

FOR

 

 

 

Revenue of
$6B
 15% from FY17

GAAP operating income of $1.5B
 7% from FY17

Non-GAAP operating income of
$2B
 14% from FY17
 

 

 

 

GAAP diluted EPS of $4.64
 24.7% from $3.72 in FY17

Non-GAAP diluted EPS of
$5.61
 27.2% from $4.41 in FY17

Repurchased over
$270M
 
of shares and increased dividend 15% to $1.56
 

Leadership Succession

In August 2018, we announced that Brad Smith will be stepping down as the President and CEO of Intuit effective January 1, 2019 and will assume the role of Executive Chairman of the Board. Consistent with the long-term leadership succession planning conducted by our Board of Directors, the Board appointed Sasan Goodarzi to assume the role of President and CEO effective January 1, 2019. Mr. Goodarzi also will join the Board at the start of the year. As part of our ongoing leadership succession planning, we also announced other leadership role changes that affect the named executive officers in this proxy statement. Laura Fennell,

who served as Executive Vice President, General Counsel and Corporate Secretary during fiscal 2018, assumed the role of Executive Vice President, Chief People and Places Officer effective August 1, 2018. Tayloe Stansbury will be stepping down from his role as Executive Vice President and Chief Technology Officer, effective January 1, 2019, to be succeeded by Marianna Tessel, who currently serves as Senior Vice President, Chief Product Development Officer, for the Small Business & Self-Employed Group. Neil Williams, our former Chief Financial Officer, stepped down from that role, and was succeeded by Michelle Clatterbuck on February 1, 2018.

Committee Memberships(1)

Age

Principal Occupation

Eve Burton

0

C

Scott D. Cook

1

Richard L. Dalzell

1

C

Sasan Goodarzi(2)

1

Deborah Liu

0

Suzanne
Nora Johnson

3

C

Dennis D. Powell

1

C

Brad D. Smith(3)

2

Thomas Szkutak

1

Raul Vazquez

0

Jeff Weiner

0

Number of meetings in fiscal 2018​

5

9

6

4

What we do

What we don’t do

A significant portion of our fiscal 2018 senior executive officer compensation is in the form of incentives tied to achievement of particular performance measures.

​

We have “clawback” provisions for equity awards that can be earned based on performance, and for cash bonus payments under our Senior Executive Incentive Plan.

​

We have robust stock ownership guidelines for senior executive officers and outside directors: 10x salary for our CEO; 5x salary for our CFO and the general managers of our two biggest business units; 3x salary for other executive vice presidents; 1.5x salary for senior vice presidents; 10x annual cash retainer for non-employee directors; and 10x salary for the Executive Chairman.

​

Mr. Smith’s service-based RSUs and Relative TSR RSUs include a holding period, in the form of an automatic deferral of the release of the underlying shares for one year after the awards vest.

​

Half of equity grant value is in relative TSR RSUs that require above-median TSR (60th percentile) to earn a target award.

​

We do not allow directors or executive officers to pledge Intuit stock or engage in hedging transactions involving Intuit stock.

​

We do not provide supplemental company-paid retirement benefits designed for executive officers.

​

We do not provide any excise tax “gross-up” payments.

​

Long-Term Equity Incentives

Name and Position

Salary
($)​

Annual Cash
Incentive
($)​

Option
Awards
($)​

RSUs
($)​

Relative
TSR RSUs
($)​

Total
($)​

Michelle M. Clatterbuck
Executive Vice President and
Chief Financial Officer

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

Stockholder Engagement

We understand the importance of assessing our corporate governance and compensation practices regularly. Since our 2018 Annual Meeting of Stockholders, we have sought meetings with the governance teams of stockholders who collectively hold approximately 44% of our outstanding shares. Investors holding approximately 22% of our outstanding shares accepted the invitation to meet with our management team (and, at times, our Lead Independent Director) to discuss our corporate governance and compensation practices.

•

Succession planning and the changes in Intuit’s leadership team

​

•

Strategic initiatives, including progress with respect to our One Intuit Ecosystem strategy

​

•

Updates on key drivers of financial performance

​

•

Alignment between our strategy and our executive compensation practices, and stock-based compensation practices, generally

​

•

Capital allocation, including dividends, use of stock repurchases, and strategy with respect to mergers
and acquisitions

​

•

Board structure, diversity and refreshment

​

•

Our board evaluation process

​

•

Our approach to corporate citizenship and social responsibility, including sustainability, diversity and pay equity

​

•

Enterprise risk management

​

•

Cybersecurity risk management

​

See the Stockholder Engagement Process discussion in the Corporate Governance section below for more detail about our stockholder engagement programs, including a summary of the feedback we received during those meetings.

   Independence

•

All non-employee directors are independent

​

•

Independent directors meet regularly in executive session

​

•

All members of the Board’s Acquisition Committee, Audit and Risk Committee, Compensation and Organizational Development Committee and Nominating and Governance Committee are independent

​

•

Intuit’s investor relations team, management team, and on occasion, Lead Independent Director, engage with our larger stockholders and report to the Board on the stockholders’ perspectives

​

•

Our bylaws provide our stockholders with a proxy access right

​

•

Stockholders may act by written consent

​

•

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

​

•

Clawback policy

​

•

Pay-for-performance executive compensation program

​

•

Robust stock ownership guidelines for officers and directors

​

•

Prohibition against director and officer hedging and pledging of Intuit stock

​

   Board Practices

•

Lead Independent Director and, beginning in calendar 2019, separate Chairman of the Board and CEO

​

•

Corporate Governance Principles that are publicly available and reviewed annually

​

•

Balanced and diverse Board composition

​

•

Rigorous annual Board and committee self-evaluation process

​

•

Annual review of management succession planning

​

•

Regular review of cybersecurity and other significant risks to Intuit

​

•

Issuance of a new CSR Report and launch of a new corporate social responsibility website to disclose corporate responsibility practices, including with respect to diversity and inclusion and sustainability (https://www.intuit.com/company/social-responsibility/)

​

•

Clear, understandable and detailed financial reporting and proxy statement disclosure

​

•

Public disclosure on Corporate Governance website of Corporate Governance Principles, Board Code of Ethics, Bylaws, and Committee Charters (http://investors.intuit.com/ corporate-governance/conduct-guidelines/default.aspx)

​

•

Voluntary website disclosure regarding Intuit’s political expenditures and political accountability policy (http://​investors.intuit.com/Corporate-Governance/Conduct-Guidelines/Political-Accountability-Policy/default.aspx)

​

•

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 available to all employees as well as third parties

​

•

Audit and Risk Committee responsibility to review complaints regarding accounting, internal accounting controls, auditing and federal securities law matters

​

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

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

To oversee long-term succession planning, and to select, oversee and determine compensation for the Chief Executive Officer who, with senior management, runs Intuit on a day-to-day basis.

Board Oversight

•

Regularly review and discuss significant risks with management, including through annual strategic discussions and reviews of annual operating plans, financial performance, merger and acquisition opportunities, market environment updates, international business activities, and presentations on specific risks.

​

•

Consider regular reports from each committee regarding risk matters under its purview.

​

Audit and Risk Committee

•

Has primary responsibility for overseeing our ERM program.

​

•

The Chief Risk Officer reports on a quarterly basis to the Audit and Risk Committee on Intuit’s top risk areas and the progress of the ERM program.

​

•

Has oversight responsibilities with respect to particular risks such as financial management, fraud and cybersecurity.

​

•

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

​

Compensation and Organizational
Development Committee

Considers the risks associated with our compensation policies and practices, both for executives in particular and for employees generally.

Nominating and
Governance Committee

Considers risks associated with corporate governance and overall board effectiveness, including recruiting appropriate Board members.

Acquisition Committee

Considers risks associated with Intuit’s merger and acquisition activities and the strategy and business models of acquisition candidates.

the topics covered by the Board during the year

information received by the Board

CURRENT MEMBERS

Richard L. Dalzell (Chair)
Eve Burton
Deborah Liu
Dennis D. Powell
Raul Vazquez

NUMBER OF MEETINGS HELD IN FISCAL 2018

5

Acquisition Committee

The Acquisition Committee reviews and approves acquisition, divestiture and investment transactions proposed by Intuit’s management in which the total amount to be paid or received by Intuit exceeds certain thresholds that are established by the Board from time to time.

CURRENT MEMBERS

Dennis D. Powell (Chair)
Richard L. Dalzell
Thomas Szkutak
Raul Vazquez

NUMBER OF MEETINGS HELD IN FISCAL 2018

9

Audit and Risk Committee

The Audit and Risk Committee represents and assists the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions, and is directly responsible for the selection, retention, compensation and oversight of Intuit’s independent registered public accounting firm. The Audit and Risk Committee also oversees cybersecurity and other risks relevant to our information technology environment, receiving regular cybersecurity updates from Intuit’s management team. This committee also receives periodic reports from management regarding Intuit’s ethics and compliance program.

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. Powell and Mr. Szkutak 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, in all of its regularly scheduled meetings during 2018.

CURRENT MEMBERS

Eve Burton (Chair)
Suzanne Nora Johnson
Thomas Szkutak
Jeff Weiner

NUMBER OF MEETINGS HELD IN FISCAL 2018

4

Nominating and Governance Committee

The Nominating and Governance Committee reviews and makes recommendations to the Board regarding Board composition as well as governance standards for our company. The committee also oversees our Political Accountability Policy, Corporate Governance Principles and Board Code of Ethics, reviewing each of these policies on an annual basis.

The Nominating and Governance Committee has adopted a process to identify and evaluate candidates for director. The committee’s policy is to evaluate candidates properly recommended by stockholders (that is, in accordance with the procedures set forth above under “Stockholder Recommendations of Director Candidates”) in the same manner it evaluates candidates recommended by management or current Board members. 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.

CURRENT MEMBERS

Suzanne Nora Johnson (Chair)
Deborah Liu
Jeff Weiner

NUMBER OF MEETINGS HELD IN FISCAL 2018

6

Compensation and Organizational Development Committee

The Compensation and Organizational Development Committee (“Compensation Committee”) assists the Board in reviewing and approving executive compensation and in overseeing organizational and management development for executive officers and other employees of Intuit. Together with the CEO and the Chief People and Places Officer, the Compensation Committee periodically reviews Intuit’s key management personnel from the perspectives of leadership development, organizational development, and succession planning. These reviews help the Compensation Committee to evaluate 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. In addition, this committee annually reviews the company’s non-employee director compensation programs and makes recommendations to the Board.

The Compensation Committee’s other responsibilities include overseeing stock compensation programs and pay equity matters across the company.

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.”

Each member of the Compensation Committee is independent under Nasdaq listing standards. Each member is also a “Non-Employee Director,” as defined in SEC Rule 16(b)-3, and an “outside director” under Section 162(m) of the Internal Revenue Code (under the definition in effect prior to its deletion under the Tax Cuts and Jobs Act in December 2017 and generally applicable to Intuit beginning in fiscal 2019). During fiscal 2018, the Compensation Committee held a portion of each regularly scheduled meeting in closed session with only the committee members present.

Committees:

•

Nominating and Governance (Chair)

​

•

Acquisition

​

Eve Burton

Senior Vice President and Chief Legal Officer, The Hearst Corporation

Director since: 2016      Age: 60

Ms. Burton joined The Hearst Corporation, one of the nation’s largest global diversified communications companies, in 2002 as Vice President and General Counsel. She was appointed Senior Vice President, General Counsel in 2012, and has served as Senior Vice President and Chief Legal Officer since August, 2018. Ms. Burton has responsibility for day-to-day management of the Office of General Counsel, which provides services to all of Hearst’s more than 350 businesses around the world, including legal, compliance, labor relations, government affairs and corporate human resources. She is also one of Hearst’s leaders in establishing worldwide strategic enterprise deals with technology and content partners. Ms. Burton is a member of the CEO’s strategic advisory group, the Hearst Venture Investment Committee and Hearst’s Risk Working Group. She is also involved with Hearst’s innovation program. Prior to joining Hearst, Ms. Burton served as Vice President and Chief Legal Counsel at Cable News Network (CNN). Ms. Burton also serves on the Board of Directors of Hearst and previously served

on the Board of Directors of AOL. Her non-profit Board affiliations include the David and Helen Gurley Brown Institute for Media Innovation at Stanford and Columbia Universities and she is also a trustee of Middlebury College. Ms. Burton holds a Bachelor of Arts degree from Hampshire college and a Juris Doctor degree from Columbia Law School.

Relevant Expertise

Ms. Burton brings to the Board legal and business experience as a general counsel for a global company engaged in a broad range of diversified communications activities and strategic partnerships and investments. She also brings insights into operational and security issues facing online consumer services companies, as well as expertise in the area of government relations.

Other Public Company Boards

None

Committees:

None

Scott Cook

Founder and Chairman of the Executive Committee, Intuit Inc.

Director since: 1984      Age: 66

A co-founder of Intuit, Mr. Cook served as Intuit’s President and Chief Executive Officer from 1984 to 1994 and as Chairman of the Board from 1993 to 1998. Mr. Cook served as a director of eBay Inc., from 1998 to 2015, where he was a member of the Corporate Governance and Nominating Committee. Mr. Cook has been a director of the Procter & Gamble Company since 2000. He holds a Bachelor of Arts degree in Economics and Mathematics from the University of Southern California and a Master of Business Administration degree from Harvard Business School.

Relevant Expertise

Mr. Cook brings to the Board experience as an entrepreneur and corporate executive with a background in guiding and fostering innovation at companies in technology and other sectors, as well as his knowledge of Intuit’s operations, markets, customers, management and strategy and his experience as a Board member of other large, global, consumer-focused companies.

Other Public Company Boards

The Procter & Gamble Company since 2000 (serves on the Innovation & Technology Committee and the Compensation & Leadership Development Committee)

Committees:

•

Acquisition (Chair)

​

•

Audit and Risk

​

Richard L. Dalzell

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

Director since: 2015      Age: 61

Mr. Dalzell was Senior Vice President and Chief Information Officer at Amazon.com, Inc., until his retirement in 2007. Previously, Mr. Dalzell served in numerous other positions at Amazon.com, Inc., including Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer from 2001 to 2007, Senior Vice President and Chief Information Officer from 2000 to 2001, and Vice President and Chief Information Officer from 1997 to 2000. Prior to his employment with Amazon.com, Inc., Mr. Dalzell was Vice President of the Information Systems Division at Walmart Inc. from 1994 to 1997. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until it was acquired by Verizon Communications Inc. in 2015. Mr. Dalzell holds a Bachelor of Science degree in Engineering from the United States Military Academy at West Point.

Relevant Expertise

Mr. Dalzell brings to the Board extensive experience, expertise and background in information technology, platform software, cloud computing and cybersecurity, as well as a global perspective, gained from his service as the Chief Information Officer of Amazon.com, Inc. He also brings corporate leadership experience gained from his service in various senior executive roles at Amazon.com, Inc.

Other Public Company Boards

Twilio, Inc. since 2014 (serves on the Audit Committee, the Compensation Committee and the Nominating and Governance Committee)

Committees:

None

Sasan Goodarzi

Executive Vice President and General Manager, Small Business & Self-Employed Group, Intuit Inc. He has been appointed President and Chief Executive Officer of Intuit Inc., and a member of the Board of Directors, effective January 1, 2019.

Director since: N/A      Age: 50

Mr. Goodarzi has been Executive Vice President and General Manager of Intuit’s Small Business Group since May 2016. He previously was Executive Vice President and General Manager of Intuit’s Consumer Tax Group from August 2015 through April 2016 and Senior Vice President and General Manager of the Consumer Tax Group from August 2013 to July 2015. He served as Senior Vice President and Chief Information Officer from August 2011 to July 2013, having rejoined Intuit after serving as Chief Executive Officer of Nexant Inc., a privately held provider of intelligent grid software and clean energy solutions, since November 2010. During his previous tenure at Intuit from 2004 to 2010, Mr. Goodarzi led several business units including Intuit Financial Services and the professional tax division. 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. Mr. Goodarzi holds a Bachelor of Science degree in Electrical Engineering from the University of Central Florida and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University.

Relevant Expertise

Mr. Goodarzi will bring to the Board a deep understanding of Intuit’s business and culture as well as instrumental contributions in developing and implementing the company’s new strategic priorities.

Other Public Company Boards

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

Committees:

•

Acquisition

​

•

Compensation and Organizational Development

​

Deborah Liu

Vice President, Marketplace, Facebook, Inc.

Director since: 2017      Age: 42

Ms. Liu has had various roles at Facebook, an online social networking company, since July 2009. She has run their developer and commerce businesses as Vice President, Marketplace since August 2017, prior to which, she served as Vice President, Platform and Marketplace from October 2015 to July 2017. She served as Director of Product Management from February 2014 to September 2015, during which time she led the development of Facebook’s first mobile ad product for apps and Audience Network while also building the company’s games business and payments platform. Ms. Liu has been named one of the most powerful female engineers of 2017 by Business Insider and is a 15-year veteran in the tech industry. Prior to Facebook, she spent several years in product management roles at PayPal and eBay, including leading the integration between the two companies. Actively involved with promoting diversity and women in tech, Ms. Liu serves on the board of Expanding Your Horizons Network, a non-profit that

focuses on inspiring girls to pursue STEM careers. She co-created the Women in Product nonprofit after realizing that there was no forum for this underrepresented community to connect and serves as the Board Chair. Ms. Liu has a Bachelor of Science degree in Civil Engineering from Duke University and a Master of Business Administration degree from Stanford’s Graduate School of Business.

Relevant Expertise

As the vice president of marketplace of a public technology company, Ms. Liu brings to the Board the experience and understanding of the power of mobile platforms and building personalized and rich experiences across apps, products, people and third-party integrations.

Other Public Company Boards

None

Committees:

•

Compensation and Organizational Development (Chair)

​

•

Nominating and Governance

​

Suzanne Nora Johnson

Former Vice-Chairman, The Goldman Sachs Group

Director since: 2007      Age: 61

Lead Independent Director since: 2016

Ms. Nora Johnson held several management positions at The Goldman Sachs Group, including Vice Chairman, Chairman of the Global Markets Institute, and Head of the Global Investments Research Division from 1985 until 2007. Ms. Nora Johnson’s significant non-profit board affiliations include, among others, the Brookings Institution, the Carnegie Institution for Science and the University of Southern California. She earned a Bachelor of Arts degree from the University of Southern California and a Juris Doctor degree from Harvard Law School.

Relevant Expertise

Ms. Nora Johnson brings to the Board valuable business experience managing large, complex, global institutions as well as insights into how changes in the financial services industry, public policy and the macro-economic environment affect our businesses.

Other Public Company Boards

American International Group, Inc. since 2008 (serves on the Nominating and Governance Committee);

Pfizer Inc. since 2007 (chairs the Audit Committee);

VISA Inc. since 2007 (chairs the Compensation Committee and serves on the Nominating and Governance Committee)

Committees:

•

Acquisition

​

•

Audit and Risk (Chair)

​

Dennis D. Powell

Former Chief Financial Officer, Cisco Systems, Inc.

Director since: 2004      Age: 70

Mr. Powell was executive advisor of Cisco Systems, Inc. from 2008 to 2010. He joined Cisco in 1997 and held several management positions throughout his tenure, including Executive Vice President and Chief Financial Officer from 2003 to 2008; Senior Vice President, Corporate Finance Vice President from 2002 to 2003; and Corporate Controller from 1997 to 2002. Prior to Cisco, Mr. Powell held the position of senior partner at Coopers & Lybrand LLP, where his tenure spanned 26 years. Mr. Powell served on the board of directors of VMware, Inc. from 2007 until 2015. Mr. Powell holds a Bachelor of Science degree in Business Administration with a concentration in accounting from Oregon State University.

Relevant Expertise

Mr. Powell brings to the Board executive management experience with large, global organizations, as well as deep financial expertise and insights into operational issues, which he gained through his tenure as an executive at a large public technology company.

Other Public Company Boards

Applied Materials, Inc. since 2007 (chairs the Audit Committee and serves on the Corporate Governance and the Nominating Committee and the Investment Committee)

Committees:

None

Brad D. Smith

Chairman, President and Chief Executive Officer, Intuit Inc. until January 1, 2019, at which time he will become Executive Chairman of the Board.

Director since: 2008      Age: 54

Chairman since: 2016

Mr. Smith is currently Chairman, President and Chief Executive Officer of Intuit, and has announced his decision to step down from his role as President and Chief Executive Officer effective January 1, 2019. Mr. Smith joined Intuit in 2003 and has served over the years in a number of senior positions: Senior Vice President and General Manager, Small Business Division from 2006 to 2007; Senior Vice President and General Manager, QuickBooks from 2005 to 2006; Senior Vice President and General Manager, Consumer Tax Group from 2004 to 2005; and Vice President and General Manager of Intuit’s Accountant Central and Developer Network from 2003 to 2004. Before joining Intuit, Mr. Smith was at ADP, where he held several executive positions from 1996 to 2003, including Senior Vice President of Marketing and Business Development. Mr. Smith served on the board of directors of Yahoo! Inc. from 2010 to 2012. Mr. Smith holds a Bachelor of Business Administration

degree from Marshall University and a Master’s degree in Management from Aquinas College.

Relevant Expertise

Having served as Chairman, President and Chief Executive Officer of Intuit, Mr. Smith brings to the Board significant knowledge of Intuit’s strategy, markets, operations and employees and provides industry expertise and context on all matters that come before the Board.

Other Public Company Boards

Nordstrom, Inc. since 2013 (serves as Chairman of the Board, on the Compensation Committee and the Corporate Governance and Nominating Committee);

SurveyMonkey since 2017 (chairs the Compensation Committee)

Committees:

•

Audit and Risk

​

•

Nominating and Governance

​

Thomas Szkutak

Former Chief Financial Officer, Amazon.com, Inc.

Director since: 2018      Age: 57

Mr. Szkutak served as the Senior Vice President and Chief Financial Officer of Amazon.com, a global online retailer and cloud computing company, from 2002 until 2015. Prior to that, he spent 20 years with General Electric, where he held a variety of positions, including chief financial officer of GE Lighting from 2001 to 2002, finance director of GE Plastics Europe from 1999 to 2001, and executive vice president of finance at GE Asset Management (formerly known as GE Investments) from 1997 to 1999. Mr. Szkutak has also served as an advisor and operating partner of Advent International, a global private equity firm, since August 2017. He is a graduate of GE’s financial management program. Mr. Szkutak received a

Bachelor of Science degree in Business Administration from Boston University.

Relevant Expertise

Mr. Szkutak brings to the Board deep financial expertise and executive management experience with large, global organizations, which he gained through his experience as the chief financial officer of a publicly traded company.

Other Public Company Boards

athenahealth, Inc. since 2016 (chairs the Audit Committee)

Committees:

•

Acquisition

​

•

Audit and Risk

​

Raul Vazquez

Chief Executive Officer and Director, Oportun, Inc.

Director since: 2016      Age: 47

Mr. Vazquez has served as Chief Executive Officer and board member of Oportun, a financial technology company, since April 2012. Prior to joining Oportun, he 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 June 2016. Mr. Vazquez also served as chairman of the Federal Reserve Board’s Community Advisory Council from September 2015 to November 2017. Mr. Vazquez has also served on the Consumer Financial Protection Bureau’s

Consumer Advisory Board from August 2016 until June 2018. Mr. Vazquez received a Bachelor of Science degree, a Master of Science degree in industrial engineering from Stanford University and a Master’s degree in Business Administration from The Wharton School at the University of Pennsylvania.

Relevant Expertise

Mr. Vazquez brings to the Board a wide range of experience in innovative consumer financial products, retail, marketing, e-commerce, technology and community development, as well as corporate leadership experience with global organizations.

Other Public Company Boards

None

Committees:

•

Compensation and Organizational Development

​

•

Nominating and Governance

​

Jeff Weiner

Chief Executive Officer, LinkedIn Corporation

Director since: 2012      Age: 48

Mr. Weiner has served as the Chief Executive Officer of LinkedIn, an online professional network provider, since June 2009, and as a director of LinkedIn from 2009 to 2016. He served as LinkedIn’s Interim President from December 2008 until June 2009. Before joining LinkedIn, Mr. Weiner was an executive in residence at Accel Partners and Greylock Partners, both venture capital firms, from September 2008 to June 2009. From May 2001 to June 2008 he held several positions at Yahoo! Inc., one of the world’s largest digital media companies, including as an Executive Vice President of Yahoo’s network division. He holds a Bachelor’s degree in economics from The Wharton School at the University of Pennsylvania.

Relevant Expertise

Mr. Weiner brings to the Board experience and insights as the chief executive officer of a successful technology company. He also has deep expertise and knowledge in social networking platforms, consumer web and mobile products.

Other Public Company Boards

None

Position

Annual Amount ($)​

60,000​

40,000​

15,000​

10,000​

32,500​

25,000​

17,500​

Board Position

Fixed Amount of Award ($)​

Vesting schedule​

260,000​

Generally vests in full on the first business day
of the 12th month following the grant date.​

Director Name

Fees Earned or
Paid in Cash
($)​

Stock Awards
($)(1)​

All Other
Compensation
($)​

Total
($)​

Stock Awards

Director Name

Grant Date

Shares Subject
to Award
(#)​

Grant Date
Fair Value
($)(1)​

Director Name

Aggregate Shares Subject to
Outstanding Stock Awards
(#)(1)​

Portion of Outstanding Stock Awards
that is Vested and Deferred
(#)(1)​

The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation.

 

 

 

Revenue of
$6B
 15% from FY17

GAAP operating income of $1.5B
 7% from FY17

Non-GAAP operating income of
$2B
 14% from FY17
 

 

 

 

GAAP diluted EPS of $4.64
 24.7% from $3.72 in FY17

Non-GAAP diluted EPS of
$5.61
 27.2% from $4.41 in FY17

Repurchased over
$270M
 
of shares and increased dividend 15% to $1.56
 

We value the opinions of our stockholders and 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.

After evaluating the outcome of the 2018 advisory vote, stockholder feedback, and input from our independent compensation consultant, the Compensation Committee determined that our executive compensation programs are aligned with our compensation philosophy and company strategy, and decided not to make any material changes to those programs, beyond the change to vesting schedules for service-based equity awards.

We value the opinions of our stockholders and seek their input as part of our regular stockholder outreach efforts.

Characteristics

2018 Compensation Peer Companies

Component

Primary Purpose

Base Salary

Annual Cash Bonuses

Reward achievement of annual company operating goals, including revenue and non-GAAP operating income.

The funding percentage for all Named Executive Officers was determined based on the company’s achievement of True North Goals and is equal to the bonus funding percentage for the broader Intuit population, in keeping with our “One Intuit Ecosystem” business strategy.

Long-Term Incentives

50%
Relative TSR RSUs

Relative TSR RSUs retain and align executives with stockholders for a minimum of three years, and offer upside for strong positive returns to stockholders relative to similar alternative investments over 12-, 24- and 36-month periods.

25%
Service-based RSUs

Service-based RSUs retain executives and provide alignment with stockholders’ interests during the vesting term (subject to achievement of a one-year GAAP operating income hurdle).

25%
Stock Options

Stock Options retain and motivate executives to build stockholder value over the life of the option, since options deliver value only if Intuit’s stock price appreciates after they are granted.

Revenue
(50% weighting)

Non-GAAP Operating Income
(50% weighting)

Total
(100%)

FY18
Revenue(1)
($ Billions)

Bonus Pool
Funding as a
Percent of Target*

FY18 Operating
Income(1)
($ Billions)

Bonus Pool
Funding as a
Percent of Target*

Baseline Company
Performance as a
Percent of Target(2)

​

$5.95

​

130.3%

​

$1.98

​

119.2%

​

124.7%

Name

Salary
($)​

Target Bonus
as a Percent
of Salary
(%)​

Target Bonus
($)​

Actual Bonus
as a Percent
of Target
Bonus
(%)​

Actual Bonus
($)​

Relative TSR Peer Companies

Brad Smith
Chairman, President and Chief Executive Officer

SUMMARY

Mr. Smith’s total compensation for fiscal 2018 of  $21.072 million represents a 28.6% increase from his fiscal 2017 total compensation, and positions his pay at approximately the 65th percentile of Intuit’s compensation peers. These compensation decisions reflect Mr. Smith’s sustained outstanding performance. The Compensation Committee believes this compensation package appropriately rewarded Mr. Smith for Intuit’s outstanding year, our five-year transformation, and robust annualized TSR of 50% for one year and 27.5% for five years, with five-year TSR in the top decile of the S&P 500. The committee believes the decisions described below reflect an appropriate increase from the prior year, especially because Mr. Smith’s fiscal 2017 compensation had reflected a decrease compared to fiscal 2016.

JULY 2018 COMPENSATION DECISIONS

After assessing Mr. Smith’s performance, as described below, the Compensation Committee consulted with the Board, without Mr. Smith present, and made the decisions described below with respect to his compensation.

Fiscal 2018 Bonus Award: 118% of target, or $2,065,000

—

This figure represents the same percentage funding as the company-wide bonus pool. As in 2017, the committee took a “One Intuit Ecosystem” approach by setting bonus funding at the same percentage among senior executives to promote a boundary-less approach to driving Intuit-wide outcomes, and to align with the funding of the company-wide bonus pool.

​

Fiscal 2018 Target Equity Grant Value: $18,000,000

—

divided among Relative TSR RSUs (50% of value), time-based RSUs (25%) and time-based options (25%). Mr. Smith’s time-based RSUs and Relative TSR RSUs are subject to a holding period, in the form of an automatic deferral of the release of the shares that he earns under the awards for one year after the shares vest, to ensure long-term alignment with stockholders. The total value of the equity grant was an increase of  $3.75 million over 2017 to recognize both high performance over fiscal 2018 and the company’s multi-year transformation to a subscription-driven multi-product ecosystem strategy.

​

Fiscal 2019 Base Salary: $1,000,000

—

no change from fiscal 2018.

​

Fiscal 2019 Bonus Target: 175% of base salary

—

no change from fiscal 2018.

​

PERFORMANCE ASSESSMENT

The Compensation Committee assessed Mr. Smith’s impact on the one-year performance of the company and our major business units and on Intuit’s longer-term goals, including strategic plans. Based on this assessment, the committee rated Mr. Smith’s performance as outstanding.

Short-Term Goals

The Compensation Committee determined that Mr. Smith delivered outstanding performance with respect to the annual goals established by the committee early in fiscal 2018, relating to the revenue growth, operating income growth and Mr. Smith’s leadership results.

Revenue and operating income growth. Fiscal year revenue was $6 billion, representing 15% annual growth. This growth was fueled by 18% growth in the Small Business and Self-Employed Group and 14% growth in the Consumer Group. GAAP operating income was $1.5 billion, versus $1.4 billion in fiscal 2017, and non-GAAP operating income was $2.0 billion, up 14% versus the prior year.

Leadership Results. The committee observed that Mr. Smith delivered outstanding performance in achieving his goals, including:

•

Delivering awesome customer experiences that create delight and increase share, as measured by all employees engaging with customers and receiving refreshed training to identify and deliver customer benefits, strong customer net promoter scores, improved first-use experiences, and successful launch of new products, including TurboTax Live;

​

•

Continuing to build a high-performing organization and a great environment for the best talent, as measured by strong employee engagement scores and attrition rates better than peers; and

​

•

Continuing to lead and develop a robust culture of compliance, as demonstrated through continuous enhancements to Intuit’s compliance processes and capabilities, and realignment of the compliance team within the legal and compliance organization.

​

Long-Term Goals

The Compensation Committee determined that Mr. Smith delivered outstanding progress toward the longer-term goals it established early in fiscal 2018, including implementation of a long-term plan to accelerate Intuit’s growth track and execution of a multi-year leadership strategy.

Long-term strategic plan to accelerate the company’s growth track. The committee recognized Mr. Smith’s leadership in establishing Intuit’s new mission and One Intuit Ecosystem strategy and ensuring that leaders and employees understand the connection between their work and Intuit’s goals. It also noted that Intuit aligned organizational talent and resources around the refreshed strategy, in part by creating and empowering new cross-ecosystem leadership roles. In fiscal 2018, Intuit also continued to activate the ecosystem by connecting its customers, partners and products across traditional business lines through solutions like TurboTax Live, the TurboTax Self-Employed bundle, and the ProAdvisor matchmaking platform. The committee also noted Mr. Smith’s focused deployment of resources to accelerate critical technology, platform, and brand initiatives designed to enhance the long-term One Intuit Ecosystem strategy.

Multi-year leadership strategy. The committee assessed Mr. Smith’s progress against his multi-year leadership strategy, focusing on management development and succession plans, trends for employee engagement, and customer experience results. The committee recognized Mr. Smith’s performance in growing and developing the management team and technical talent while maintaining best-in-class employee engagement scores and strong customer satisfaction scores in several key businesses.

Michelle Clatterbuck
Executive Vice President and Chief Financial Officer, effective February 1, 2018

PERFORMANCE ASSESSMENT

The Compensation Committee determined that Ms. Clatterbuck delivered strong performance in her new role for the second half of fiscal 2018. Under her leadership, Intuit’s finance team continued to build strong partnerships with the company’s business units and external stakeholders to achieve excellent results. The committee recognized Ms. Clatterbuck’s strategic business acumen and operational rigor, as well as her contributions to the growth of Intuit’s stock price.

JULY 2018 COMPENSATION DECISIONS

Fiscal 2018 Bonus Award: 118% of target, or $561,000

—

Ms. Clatterbuck’s bonus calculation was pro-rated, such that it was based on the weighted average of her bonus target for her prior role for the first half of the fiscal year and her bonus target for her current role as CFO for the second half of the year.

​

Fiscal 2018 Target Equity Grant Value: $6,000,000

Fiscal 2019 Base Salary: $700,000

—

an increase of  $50,000, or 7.7%

​

Fiscal 2019 Bonus Target: 100% of base salary

—

no change

​

In addition to the July 2018 decisions described above, Ms. Clatterbuck was awarded a service-based RSU grant with a value of  $2,000,000 in March 2018, in connection with her promotion to Executive Vice President, Chief Financial Officer.

Laura Fennell
Executive Vice President and Chief People & Places Officer

PERFORMANCE ASSESSMENT

The Compensation Committee determined that Ms. Fennell delivered outstanding performance in her role as Executive Vice President, General Counsel and Corporate Secretary, where she led Intuit’s legal, compliance, privacy, information security and government affairs organizations for fiscal 2018. Ms. Fennell demonstrated execution excellence in managing Intuit’s legal affairs and information security teams due to her strong business acumen, operational rigor, and ability to build organizational capability. The committee observed that she was well positioned to assume her new role of Executive Vice President, Chief People & Places Officer, which occurred on August 1, 2018.

JULY 2018 COMPENSATION DECISIONS

Fiscal 2018 Bonus Award: 118% of target, or $717,000

Fiscal 2018 Target Equity Grant Value: $6,000,000

Fiscal 2019 Base Salary: $700,000

—

an increase of  $25,000, or 3.7%

​

Fiscal 2019 Bonus Target: 90% of base salary

—

no change

​

Sasan Goodarzi
Executive Vice President and General Manager, Small Business & Self-Employed Group

PERFORMANCE ASSESSMENT

The Compensation Committee determined that Mr. Goodarzi delivered outstanding performance during fiscal 2018 in his role as head of Intuit’s Small Business & Self-Employed Group. Under his leadership, Small
Business & Self-Employed Group revenue grew 18% for the year and QuickBooks Online subscribers grew 43%, to more than 3.4 million. The committee recognized Mr. Goodarzi’s contributions to the growth of QuickBooks Online both inside and outside the U.S., as well as the continued improvement in QuickBooks Online’s net promoter scores. Finally, the committee recognized Mr. Goodarzi’s operational rigor and his ability to inspire and implement change.

JULY 2018 COMPENSATION DECISIONS

Fiscal 2018 Bonus Award: 118% of target, or $885,000

Fiscal 2018 Target Equity Grant Value: $11,000,000

Fiscal 2019 Base Salary: $800,000

—

an increase of  $50,000, or 6.7%

​

Fiscal 2019 Bonus Target: 100% of base salary

—

no change

​

Tayloe Stansbury
Executive Vice President and Chief Technology Officer

PERFORMANCE ASSESSMENT

The Compensation Committee determined that Mr. Stansbury delivered outstanding performance in his role as Chief Technology Officer during fiscal 2018. Under his leadership, Intuit has continued to integrate artificial intelligence and machine learning capabilities in both the TurboTax and QuickBooks offerings, and has enhanced security measures and migrated most of our core applications to the cloud. The committee recognized Mr. Stansbury’s outstanding technical leadership as well as his focus on recruiting top talent and championing diversity in Intuit’s technology ranks.

JULY 2018 COMPENSATION DECISIONS

Fiscal 2018 Bonus Award: 118% of target, or $717,000

Fiscal 2018 Target Equity Grant Value: $6,000,000

Fiscal 2019 Base Salary: $700,000

—

an increase of  $25,000, or 3.7%

​

Fiscal 2019 Bonus Target: 90% of base salary

—

no change

​

Neil Williams
Executive Vice President and Chief Financial Officer through January 31, 2018

PERFORMANCE ASSESSMENT

Mr. Williams retired on January 31, 2018, so his fiscal 2018 performance was not assessed, and no compensation decisions were made for him in July 2018.

Mr. Williams is the only Named Executive Officer whose compensation was not more than 90% performance-based in fiscal 2018, because he retired in the middle of the fiscal year and did not receive a cash bonus for fiscal 2018 or equity award during fiscal 2018.

Name

Total Intended
Value of Equity
Grant(1)​

Relative TSR
RSUs (target #)
(50% of value)​

Service-based
RSUs (target #)
(25% of value)​

Stock Options (#)
(25% of value)​

Name

2015 Relative TSR RSUs Vested (#)​

Executive Level

Maximum Number of Matching RSUs​

300 RSUs​