Intuit Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )
Filed by the Registrant   ☑
Filed by a party other than the Registrant   ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12
INTUIT INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

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

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NOTICE OF 2023 ANNUAL
MEETING OF STOCKHOLDERS
Agenda Item
1.
Elect the 9 directors nominated by our Board and named in this proxy statement
2.
Approve our executive compensation (on a non-binding basis).
3.
Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2023
4.
Approve the Amended and Restated Employee Stock Purchase Plan to increase the share reserve by an additional 2,000,000 shares
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
Annual Meeting virtually at
www.virtualshareholdermeeting.com/INTU2023 and follow the instructions on the website
ONLINE BEFORE THE MEETING:
visit www.proxyvote.com
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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, we expect that your nominee will be permitted to vote only on Proposal 3.
Annual Meeting of Stockholders
Thursday, January 19, 2023
8:00 am Pacific Standard Time
This year, we will hold the Meeting virtually. To attend, vote or submit questions, stockholders of record should go to www.virtualshareholdermeeting.com/INTU2023 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. There will not be a physical location for our Meeting, and you will not be able to attend the Meeting in person.
We adopted a virtual meeting format in 2021 and 2022 and, based on our stockholders’ and our experiences at those meetings, we believe our virtual meeting format offers stockholders the same opportunities to participate as an in-person meeting. The virtual format enhances the experience because we can provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we expect to continue hosting our annual meetings of stockholders in a virtual format.
The list of stockholders will be available for inspection by stockholders during the Meeting at www.virtualshareholdermeeting.com/INTU2023. 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 21, 2022, and their proxies are entitled to receive notice of, and to vote at, the Meeting and any and all adjournments, continuations or postponements thereof.
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 19, 2023 (the “Meeting”): Both the proxy statement and Intuit’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022, are available electronically at https://investors.intuit.com/financials/sec-filings/​ and www.proxyvote.com.
By order of the Board of Directors,
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Kerry J. McLean
Executive Vice President, General Counsel and
Corporate Secretary
Mountain View, California
November 23, 2022
 

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A Letter to Our Stockholders
November 23, 2022
Dear fellow Intuit stockholders:
At Intuit, everything starts with our mission of powering prosperity around the world. And every day, more than 17,000 Intuit employees come to work with a passion for solving the problems that matter most to our customers.
To deliver on our mission, we are transforming Intuit from a company focused on taxes and accounting to a platform company that makes a meaningful impact on the financial lives of our customers every single day. We have galvanized the company around this strategy, declared Bold Goals, and refreshed our five Big Bets in order to accelerate the speed of innovation across the company.
I am pleased to report that we are seeing tremendous momentum as we execute against our strategy. Our fiscal year 2022 revenue grew 32%, including the addition of Mailchimp, which we acquired in November 2021, and a full year of Credit Karma, and 24% excluding Mailchimp. Our total revenue growth was fueled by 38% growth for the Small Business and Self-Employed Group, which includes 16 points from Mailchimp. Our Consumer Group revenue grew 10%, ProConnect (now ProTax) revenue grew 6%, and Credit Karma had an outstanding year, with revenue of $1.8 billion, up 58% on a pro forma basis year-over-year. These are results that very few companies at our scale are able to achieve, and I could not be more proud of the passion for delivering for our customers that I see across the company.
We continue to deliver for our customers and the communities we serve in ways that go beyond our products and platform. Our corporate responsibility strategy includes a focus on three areas: job creation to provide economic opportunities to underserved communities; job readiness to better prepare individuals for today’s jobs; and having a positive impact on climate, including setting new science-based net zero emission targets. Our diversity, equity, and inclusion efforts are focused on increasing diverse representation in our organization and ensuring equitable hiring, pay, and performance evaluation policies and practices. I am proud that we have made measurable progress across all of these goals.
As we look ahead, I am confident about Intuit’s strategy for growth and accelerated innovation, and in this uncertain global macroeconomic environment, our platform is even more mission-critical for consumers and small businesses. We are operating from a position of strength and we will continue to invest in innovation so we can deliver for the more than 100 million customers around the world who rely on Intuit to help them prosper.
Over Intuit’s nearly 40-year history, we have led through multiple platform shifts and have been through many economic downturns. In every instance, we have come out the other end much stronger than we were before. With a clear strategy and our strong culture, I know the best days of Intuit continue to be ahead of us.
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Sasan Goodarzi
President and Chief Executive Officer
Intuit Inc.

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Table of Contents
Proxy Summary
1
Corporate Governance
10
Corporate Governance Practices
10
Board Responsibilities and Structure
11
Director Independence
14
Qualifications of Directors
14
Stockholder Recommendations of Director Candidates
14
Board Committees and Charters
15
Annual Board Evaluation
17
Compensation Risk Assessment
18
Stockholder Engagement Process
18
Corporate Responsibility
21
Transactions with Related Persons
23
Proposal No. 1 — Election of Directors
24
Our Board Nominees
24
Director Compensation
31
Annual Retainer and Equity Compensation Program for Non-Employee Directors
31
Director Stock Ownership Requirement
32
Director Summary Compensation Table
33
Equity Grants to Directors During Fiscal Year 2022
34
Outstanding Equity Awards for Directors at Fiscal
Year-End 2022
35
Proposal No. 2 — Advisory Vote to Approve Executive Compensation
36
Compensation and Organizational Development Committee Report
37
38
Executive Compensation Tables
59
Fiscal Year 2022 Summary Compensation Table
59
Grants of Plan-Based Awards During Fiscal Year 2022
61
Outstanding Equity Awards at Fiscal 2022 Year-End
63
Option Exercises and Stock Vested During Fiscal Year 2022
67
Non-Qualified Deferred Compensation for Fiscal Year 2022
68
Potential Payments Upon Termination of Employment or Change in Control
69
CEO Pay Ratio
72
Proposal No. 3 — Ratification of Selection of Independent Registered Public Accounting Firm
73
75
76
Stock Ownership Information
79
Security Ownership Table
79
Delinquent Section 16(a) Reports
81
Equity Compensation Plan Information
81
Information About the Meeting, Voting and Proxies
82
Appendix A — Information Regarding
Non-GAAP Financial Measures
A-1
Appendix B — Amended and Restated Employee
Stock Purchase 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 corporate responsibility progress, plans, and goals (including matters relating to climate, workforce diversity and sustainability). The inclusion of such statements is not an indication 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, intends, 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, 2022. 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 to Intuit stockholders beginning on November 23, 2022.
ANNUAL MEETING OF STOCKHOLDERS
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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.
The list of stockholders will be available for inspection by stockholders during the Meeting at www.virtualshareholdermeeting.com/INTU2023. 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
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FOR (all nominees)
Page 24
2.
Advisory vote to approve Intuit’s executive compensation (say-on-pay)
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FOR
Page 36
3.
Ratification of selection of Ernst & Young LLP as Intuit’s independent
registered public accounting firm
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FOR
Page 73
4.
Approval of Amended and Restated Employee Stock Purchase Plan
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FOR
Page 76
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2022 Performance Highlights
We delivered strong results in fiscal 2022.

Overall revenue grew by 32%, including the addition of Mailchimp and a full year of Credit Karma revenue. Excluding Mailchimp, which we acquired November 2021, revenue grew 24%.

Small Business & Self-Employed Group revenue grew by 38%, including Mailchimp revenue of  $762 million. Excluding Mailchimp, Small Business & Self-Employed Group revenue grew by 22%. Consumer Group revenue grew by 10% and Credit Karma generated revenue of  $1.8 billion.

We grew combined platform revenue, which includes Small Business & Self-Employed Group Online Ecosystem, TurboTax Online and Credit Karma, by 45%, totaling $9.6 billion, including 11 percentage points from the addition of Mailchimp’s revenue.

Small Business & Self Employed Group Online Ecosystem revenue grew by 61%. Excluding Mailchimp revenue, Small Business & Self-Employed Group Online Ecosystem revenue grew by 34%.
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. Our global 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 rise 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. We are focused on capitalizing on this opportunity to power prosperity globally and to inspire our workforce, while investing in our company’s reputation and durable growth in the future.
Our strategy for delivering on our bold goals is to be the global AI-driven expert platform powering prosperity for consumers and small businesses. We are focusing our resources on five strategic priorities, or “Big Bets.”
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Key highlights from fiscal 2022 include the following:
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*
We acquired Mailchimp in November 2021.
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.
Corporate Responsibility Highlights
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See the Corporate Responsibility discussion in the Corporate Governance section below for more detail about our efforts and progress in these important areas.
*
Does not include Credit Karma, which maintains separate record-keeping systems, or Mailchimp, for which data is not yet available.
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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 critical for reaching sound decisions that drive stockholder value. As evidence of our commitment to diversity, our Board has undergone significant refreshment in recent years. Our nine 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:
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(1)
As self-identified, Mr. Goodarzi is Middle Eastern/North African, Ms. Liu is Asian (other than Indian/South Asian), Ms. Mawakana is Black/African American and Mr. Vazquez is Latino/Hispanic.
SKILLS AND EXPERTISE
The following chart reflects the experience and expertise of the nine 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.
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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
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Eve Burton
Executive Vice President and Chief Legal Officer,
The Hearst Corporation
64
2016
0
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C
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Scott D. Cook
Founder and Chairman of the Executive Committee,
Intuit Inc.
70
1984
0
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Richard L. Dalzell
Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.
65
2015
1
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C
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Sasan K. Goodarzi
President and Chief Executive Officer,
Intuit Inc.
54
2019
1
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Deborah Liu
Chief Executive Officer, President and Director, Ancestry.com LLC
46
2017
0
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Tekedra Mawakana
Co-Chief Executive Officer,
Waymo LLC
51
2020
0
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Suzanne Nora Johnson
Former Vice Chairman, The Goldman Sachs Group
Independent Board Chair
65
2007
1
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C
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Thomas Szkutak
Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc.
61
2018
0
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C
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Raul Vazquez
Chief Executive Officer and Director,
Oportun Financial Corporation
51
2016
1
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Number of meetings in fiscal 2022
4
9
8
6
(1)
Reflects expected committee composition as of the Meeting date. Blue “C” indicates a committee chair.
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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
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A significant portion of our senior executive officer compensation is in the form of incentives tied to achievement of predetermined performance measures.
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We do not allow directors or employees (including executive officers) to pledge Intuit stock or engage in hedging transactions involving Intuit stock.
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We have “clawback” provisions for performance-based equity awards and for cash bonus payments made to our senior executive officers.
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We do not provide supplemental company-paid retirement benefits designed for executive officers.
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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.
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We do not provide any excise tax “gross-up” payments.
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RSUs and PSUs granted to the CEO include an additional mandatory one-year holding period after vesting.
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We do not reprice stock options.
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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.
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We do not provide multi-year guaranteed cash incentive awards.
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We use a mix of relative and absolute performance metrics in our incentive awards.
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Our equity plan does not permit “evergreen” replenishment of the shares without stockholder approval.
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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 2022 compensation for our Named Executive Officers was performance-based.
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(1)
Total direct compensation reflects base salary, actual bonus payout and equity awards granted during fiscal 2022. Consistent with disclosure in the Fiscal Year 2022 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 2022.
Consistent with our compensation objectives, our Named Executive Officers were provided the following base salaries, cash incentives and equity incentives in fiscal 2022:
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 2,200,000 6,375,036 6,375,361 11,114,460 27,164,857
Michelle M. Clatterbuck
Executive Vice President and
Chief Financial Officer
700,000 700,000 2,500,044 2,500,441 5,000,281 11,400,766
J. Alexander Chriss
Executive Vice President and General Manager, Small Business & Self-Employed Group
700,000 700,000 3,125,020 3,125,327 6,250,233 13,900,580
Laura A. Fennell
Executive Vice President and
Chief People & Places Officer
700,000 700,000 3,125,020 3,125,327 6,250,233 13,900,580
Marianna Tessel
Executive Vice President and
Chief Technology Officer
700,000 700,000 3,125,020 3,125,327 6,250,233 13,900,580
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 2022 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.
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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 the overall technology sector (based on a comparison against the Morgan Stanley Technology Index).
The graph assumes that $100 was invested in Intuit common stock and in each of the indices on July 31, 2017, and that all dividends were reinvested. The comparisons in the graph are based on historical data — with Intuit common stock prices based on the closing price on the dates indicated — and are not intended to forecast the possible future performance of Intuit’s common stock.
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*
$100 invested on 7/31/2017 in stock or index, including reinvestments of dividends. Fiscal year ending July 31.
©
2022 Standard and Poor’s, a division of S&P Global. All rights reserved.
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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 2022 Annual Meeting, we invited the holders of approximately 55% 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 38% 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 2023 outreach, we discussed the following topics with stockholders:

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

Our approach to executive compensation and alignment between our strategy and our executive compensation practices, including the use of ESG goals in our executive compensation program

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

Our capital allocation approach and principles, including dividends and use of stock repurchases

Our climate-related goals, strategies to achieve them and related disclosures

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

Board oversight of human capital matters, such as company culture and attracting, engaging and retaining our employees
See the Stockholder Engagement Process 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.
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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.
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Independence
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Stockholder Engagement

Independent Board Chair

All non-employee director nominees 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

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

Our bylaws provide our stockholders with a proxy access right

Stockholders may act by written consent
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Accountability
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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

Clawback policy

Pay-for-performance executive compensation program

Robust stock ownership requirements for officers and directors (10x salary for 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
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Board Practices
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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

Rigorous annual Board and committee self-evaluation process

Annual review of management succession planning

Regular review of cybersecurity and other significant risks to Intuit

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

Code of Ethics that applies to all Board members

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

Non-retaliation policy for reporting ethics concerns

Audit and Risk Committee responsible for reviewing complaints regarding accounting, internal accounting controls, auditing and federal securities law matters
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Transparency and Responsibility

Nominating and Governance Committee oversight of corporate responsibility and review of ESG matters

Compensation and Organizational Development Committee oversight of DEI initiatives in support of organizational development

Annual Corporate Responsibility Report (reporting in accordance with Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) standards) 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/oidam/intuit/ic/en_us/content/intuit-dei-report-2022-icom.pdf)

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

Public disclosure of Corporate Governance Principles, Board Code of Ethics, Bylaws, Board committee charters, EEO-1 forms, 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
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 ensuring that our overall business strategy is designed to create long-term, sustainable value for Intuit stockholders. As a result, the Board maintains an active oversight role in helping management formulate, plan and implement Intuit’s strategy. The Board has a robust annual strategic planning process 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 to our business strategy, the Board reviews Intuit’s three-year financial plan, which serves as the basis for the annual operating plan for the upcoming year.
The Board considers the progress of and challenges to Intuit’s strategy, as well as related risks, throughout the year. At each regularly scheduled Board meeting, the CEO has an executive session with the Board to discuss strategic and other significant business developments since the last meeting.
Board Oversight of Risk
The full Board oversees Intuit’s 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.
Our Enterprise Risk Management (“ERM”) program covers the full range of Intuit’s critical enterprise risks, including strategic, operational, financial, compliance, product, technology and reputational risks. Intuit’s Chief Compliance Officer, who reports to our General Counsel, facilitates the ERM program. As part of our ERM process, management 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.
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The Board

Regularly reviews and discusses priority 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

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 (see Oversight of Cybersecurity on page 15)

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 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 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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Board 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 and Organizational Development Committee (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. In October 2022, 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 the Board has determined Ms. Nora Johnson to be independent. The Board believes this governance structure, which consists of an independent Chair, a CEO (who is also a director), and a majority of independent engaged directors, is optimal at this time for guiding our company and maintaining the focus required to achieve our business goals. In particular, the company and the Board recognize the importance of the effective oversight that is provided by our independent Board members.
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. The Board believes this structure provides an effective balance between strong company leadership and oversight by independent directors with expertise from outside the company, as it enables Mr. Goodarzi to focus his attention on our business strategy and operations.
Role of the Board Chair
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In October 2022, the Board re-appointed Ms. Nora Johnson to serve as Board Chair. Her responsibilities in that role include:

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

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

Ensuring the Board receives adequate and timely information

Conducting the annual board evaluation at the direction of the Nominating and Governance Committee

Being available for consultations and communications with stockholders as appropriate

Calling executive sessions of the independent directors

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

Calling special meetings of the Board and stockholders
Board 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 seven meetings during fiscal 2022.
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Attendance at Board, Committee and Annual Stockholder Meetings
The Board expects that all directors will prepare for, attend and participate in all Board and applicable committee meetings, and will see that other commitments do not materially interfere with their service on the Board. Directors generally may not serve on the boards of more than five public companies, including Intuit’s Board. Any director who has a principal job change, including retirement, must offer to submit a letter of resignation to the 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.
During fiscal 2022, all current directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which they served. Nine of the 12 director nominees who were elected at the 2022 Annual Meeting of Stockholders attended that
meeting. Our Corporate Governance Principles encourage all directors to attend our Annual Meeting of Stockholders.
Director Independence
To be considered independent under Nasdaq rules, a director may not be employed by Intuit or engage in certain types of business dealings with Intuit. The Nominating and Governance Committee and the full Board annually review relevant transactions, relationships and arrangements that may affect the independence of our Board members. As required by Nasdaq rules, the Board also makes a determination that, in its opinion, no relationship exists that would interfere with any independent director’s exercise of independent judgment. In making these determinations, the Board reviews and discusses information provided by the directors and by Intuit with regard to each director’s business and personal activities as they relate to Intuit and Intuit’s management.
Upon review of these relationships and 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. Powell, Mr. Szkutak, Mr. Vazquez and Mr. Weiner.
Qualifications of Directors
The Nominating and Governance Committee believes that all nominees for Board membership should possess:

the highest ethics, integrity and values

an inquisitive and objective perspective, practical wisdom and mature judgment

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

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

sufficient time to carry out the duties of an Intuit director
When evaluating candidates for director, the Nominating and Governance Committee considers the full range of skills it has determined should be represented on the Board, as shown in Proposal 1. The committee also considers other factors, such as independence, diversity, expertise, specific skills and other qualities that may contribute to the Board’s overall effectiveness. The committee may engage third-party search firms to assist in identifying and evaluating 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 (and will ask any search firm that it engages to) include in the initial pool of candidates for nomination as a new director individuals with a diversity of gender, race and ethnicity. In selecting nominees, the committee looks for individuals with varied professional experience, backgrounds, knowledge, skills and viewpoints in order to build and maintain a board that, as a whole, provides effective oversight of management. As part of its annual evaluation process, the committee assesses its ability to build an effective and diverse board.
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 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.
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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 2024
Annual Meeting of Stockholders.
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. 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.
The names listed below reflect the composition of the committees as of the date of this proxy statement. See the chart on page 5 for the expected composition of the committees as of the Meeting date.
Acquisition
Committee
NUMBER OF MEETINGS HELD IN
FISCAL 2022: 4
CURRENT MEMBERS:
Richard L. Dalzell (Chair)
Deborah Liu
Dennis D. Powell
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 2022: 9
CURRENT MEMBERS:
Dennis D. Powell (Chair)
Richard L. Dalzell
Thomas Szkutak
Raul Vazquez
The Audit and Risk Committee’s responsibilities include:

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

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

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

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. 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, during all of its regularly scheduled meetings in fiscal 2022.
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.
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Compensation and Organizational Development Committee
NUMBER OF MEETINGS HELD IN
FISCAL 2022: 8
CURRENT MEMBERS:
Suzanne Nora Johnson (Chair)
Eve Burton
Deborah Liu
Tekedra Mawakana
Jeff Weiner
The responsibilities of the Compensation Committee include:

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

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

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

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

overseeing our stock compensation programs;

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

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 and a “Non-Employee Director,” as defined in SEC Rule 16b-3. During fiscal 2022, the Compensation Committee held a portion of each regularly scheduled meeting in closed session with only the committee members present.
Nominating and Governance
Committee
NUMBER OF MEETINGS HELD IN
FISCAL 2022: 6
CURRENT MEMBERS:
Eve Burton (Chair)
Tekedra Mawakana
Suzanne Nora Johnson
Thomas Szkutak
Jeff Weiner
The Nominating and Governance Committee’s responsibilities include:

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

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

identifying and evaluating candidates for director;

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

overseeing Intuit’s practices relating to corporate responsibility, including environment, 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; and

assisting the Board’s oversight of our 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.
In July 2022, the Nominating and Governance Committee affirmed its existing board recruitment practices by amending its charter to provide that the committee will (and will ask any search firm that it engages to) include in the initial pool of candidates for nomination as a new director individuals with a diversity of gender, race and ethnicity.
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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 our outside counsel.
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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 26, 2022, 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 250% of target overall and 150% of target based on the achievement of objective performance goals (i.e., before possible adjustments based on personal performance). All other eligible employees participate in a common company-funded cash incentive pool with a fixed dollar ceiling.

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.

The Compensation Committee provides close oversight of our compensation programs, including a significant level of engagement, self-assessment and executive session discussions.
Stockholder Engagement Process
Intuit regularly engages with stockholders to better understand their perspectives. During fiscal 2022, we held discussions with many of our largest stockholders during scheduled events, including our 2022 Annual Meeting of Stockholders and annual investor day (“Investor Day”), as well as in regularly held private meetings throughout the year.
Investor Day
In September 2022, 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 2022, as well as our short- and long-term growth strategies, financial principles, and DEI and corporate responsibility strategies, including our progress on our ESG goals. Stockholders that attended were able to ask questions of management. Intuit’s leadership team also presented virtual product demonstrations aligned to each of our “Big Bet” strategic initiatives. The Investor Day materials can be viewed at
https://investors.intuit.com/events-and-presentations/event-details/2022/Intuit-Investor-Day-2022/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, including corporate governance, executive compensation practices, ESG matters and our DEI initiatives.
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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 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
At Intuit, we believe that everyone deserves the opportunity to prosper. 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 DEI, job creation, job readiness and sustainability initiatives.
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Diversity, Equity and Inclusion
At the foundation of our culture is a commitment to DEI. We believe that diversity is a fact, but treating people equitably and inclusively are choices we make. To deliver for our customers, we seek to foster a workforce that is as diverse as the communities we serve. When we do this, we believe we develop deeper empathy, accelerating innovation to solve the biggest problems our customers face. Our Chief Diversity, Equity & Inclusion Officer (“CDEIO”) 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. Intuit’s strategy is operationalized through the following elements.

Goals and transparency: We have set short- and long-term goals for increasing the representation in our workforce of women and underrepresented racial groups (which we define as Black/African-American, Latino/Hispanic, Native American, Native Alaskan and Native Hawaiian). Our diversity data is shared with all employees, and progress on our goals is reviewed monthly with all executives. We also publicly disclose our progress on our goals and the breakdowns of the diversity of gender and underrepresented racial groups in our workforce both in the aggregate and among our leadership and technology roles.

Center of Excellence: The CDEIO leads a cross-functional team with expertise in enterprise leadership, strategy, human resources and communications, all focused on driving a more diverse and inclusive workplace.

Employee Resource Groups: Our employee resource groups aid in creating community, recruiting, on-boarding and providing safe spaces for our diverse workforce.

Engagement: We conduct a dedicated DEI survey focused on the experiences of our workforce.

REAL Team: Our Racial Equity Advancement Leadership Team, or REAL Team, focused on helping us drive durable change as we strive to continue advancing racial equity and equality.

Education: All senior leaders have attended multiple DEI workshops, including C-suite training on racial equity. We have manager and employee training on leading inclusively and a guide for managers on how to have conversations about difficult and polarizing external events.

Talent acquisition: We have established a dedicated team to drive diversity, equity and inclusion across our hiring practices, programs and strategies. We have also invested in new external partnerships to better engage with diverse talent and communities.

Accountability: The Compensation Committee reviews our progress towards our goals and workforce diversity initiatives at least annually.
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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 use for any questions about their pay.
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Positive Impact on Climate
Our mission to power prosperity around the world includes taking care of our planet. In fiscal 2015, we became carbon neutral. By fiscal 2020, we achieved our goal to power 100% of our global operations with renewable electricity (10 years earlier than planned), reduce the carbon footprint of our facilities by 80%, and reduce our total operational footprint by 50% (five years earlier than planned).
In an effort to maximize our climate-positive impact, we are working outside of our own operational footprint and using our scale and resources to inspire sustainable innovation by our employees, customers and communities. In fiscal 2020, we set a decade-long goal to reduce global carbon emissions by 2 million metric tonnes by 2030 — an amount that is equal to 50 times our 2018 operational carbon footprint (or 50x climate positive). In fiscal 2022, we exceeded our annual goal and achieved a cumulative 7x climate-positive impact by engaging our key stakeholders to reduce/avoid over 296,000 metric tonnes of carbon from the atmosphere. In addition, our Climate Action Marketplace connects small businesses with more sustainable business solutions for energy, travel, office supplies and other categories.
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Looking forward, we have committed to setting science-based net zero emission targets (including Scopes 1, 2 and 3) and moving toward sourcing carbon-free electricity. We expect our net zero strategy to apply across our value chain, including our supply chain, and promote data sharing and supplier commitment across our supplier base.
Climate data does not include Credit Karma, which maintains separate recordkeeping systems, and Mailchimp, for which data is not yet available.
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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, by the close of fiscal 2022, our Prosperity Hubs had created a total of 19,638 seasonal and year-round jobs, exceeding our goal for the fiscal year.
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Job Readiness
We’re also making investments today to help build a better future for our employees, customers and the communities we serve. As we lay the groundwork to better prepare people for the job market, our job readiness work focuses on three areas: finance skills, career skills such as critical thinking and collaboration, and career education that showcases career pathways through internships. We are addressing the job readiness challenge through efforts that include our Prosperity Hub School District Program and our strategic partnerships, which are focused on financial literacy, entrepreneurship, and durable skills development. As of the end of fiscal 2022, we have partnered with 21 school districts across nine countries and better prepared 1,268,967 students for jobs since the program began in fiscal 2020.
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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INTUIT 2023 Proxy Statement      |      Corporate Governance       |      Corporate Responsibility

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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 their immediate family members. The Audit and Risk Committee has adopted a written policy, which is described below, to evaluate these transactions for approval or ratification.
Identifying related persons. 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 limits approved by the Audit and Risk Committee, a new approval request is submitted to the Audit and Risk Committee for review at its next meeting.
Since the beginning of fiscal 2022, 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.
Transactions with Related Persons       |      Corporate Governance       |      INTUIT 2023 Proxy Statement
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Proposal No. 1
Election of Directors
Our Board Nominees
The Board currently consists of 12 directors, 9 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, Thomas Szkutak and Raul Vazquez for election at the Meeting. All nominees were elected to the Board by our stockholders at our 2022 annual meeting of stockholders and, effective as of the Meeting date, the size of our Board will be reduced to nine members. Dennis D. Powell, Brad D. Smith and Jeff Weiner, who are currently serving on the Board, are not nominees for re-election to the Board at the Meeting. The Board thanks each of Mr. Powell, Mr. Smith and Mr. Weiner for their years of service.
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.
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The charts in the Proxy Summary provide additional detail regarding the tenures, ages, genders and diversity of our Board members.
Board Refreshment
Our slate of nominees reflects a balance between Intuit’s commitment to ongoing Board refreshment and the value of the experience that our longer-tenured directors bring. Four of our seven 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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INTUIT 2023 Proxy Statement      |      Proposal No. 1 Election of Directors       |      Our Board Nominees

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Eve Burton
Executive Vice President and Chief Legal Officer,
The Hearst Corporation
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2016
Committees: Nominating and Governance (Chair)
Audit and Risk (as of the Meeting date)
Compensation and Organizational Development
(until the Meeting date)
Age: 64
[MISSING IMAGE: ph_eveburtonne-bw.gif]
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, Venture Investment Committee, Risk Working Group

Founder 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, labor relations, government affairs and corporate functions, including certain technology operations, corporate human resources and talent development. She is also one of Hearst’s leaders in M&A works 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

Trustee of Middlebury College
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 as well as business-to-business software companies

Expertise in the technology, go-to-market, and public policy/​government relations domains
Other Public Company Boards
None
Scott Cook
Founder and Chairman of the Executive
Committee, Intuit Inc.
Director since: 1984
Committees: None
Age: 70
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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 2023 Proxy Statement
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Richard L. Dalzell
Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2015
Committees: Acquisition (Chair), Audit and Risk
Age: 65
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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.
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
Twilio, Inc. since 2014 (serves on the Nominating and Governance Committee)
Sasan K. Goodarzi
President and Chief Executive Officer, Intuit Inc.
Director since: 2019
Committees: None
Age: 54
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Professional Background
Intuit

President and CEO since 2019

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

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

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

Senior Vice President and Chief Information Officer, 2011-2013

Led several business units, including Intuit Financial Services and the professional tax division, 2004-2010
Mr. Goodarzi served as Chief Executive Officer of Nexant Inc., a privately held provider of intelligent grid software and clean energy solutions, for ten months beginning in November 2010. Prior to joining Intuit, Mr. Goodarzi worked for Invensys, a global provider of industrial automation, transportation and controls technology, serving as global president of the products group. He also held a number of senior leadership roles in the automation control division at Honeywell.
Education

Bachelor of Science, Electrical Engineering, University of Central Florida

Master of Business Administration, Kellogg School of Management at Northwestern University
Key Skills and Experience

Deep understanding of Intuit’s business and culture

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

Expertise in the customer, product, technology, go-to-market and public policy/government relations domains
Other Public Company Boards
Atlassian Corporation Plc. since 2018 (chairs the Compensation and Leadership Development Committee)
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INTUIT 2023 Proxy Statement      |      Proposal No. 1 Election of Directors       |      Our Board Nominees

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Deborah Liu
Chief Executive Officer, Ancestry.com LLC
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2017
Committees: Acquisition, Compensation and
Organizational Development
Age: 46
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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

Vice President of FB App Commerce,
August 2020-February 2021

Helped create Facebook’s commerce and payments businesses as Vice President, Marketplace, 2017-2020

Vice President, Platform and Marketplace, 2015-2017

Director of Product Management, 2014-2015, during which time she 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 19 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
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2020
Committees: Compensation and Organizational
Development, Nominating and Governance
Age: 51
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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

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

Former chair of the board of directors of the Internet 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 2023 Proxy Statement
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Suzanne Nora Johnson
Former Vice Chairman, The Goldman Sachs Group
Board Chair since: January 2022
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2007
Committees: Compensation and Organizational
Development (Chair), Nominating and Governance
Age: 65
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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 Regulatory and Compliance Committee and Executive Committee)
Thomas Szkutak
Former Senior Vice President and Chief Financial
Officer, Amazon.com, Inc.
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2018
Committees: Audit and Risk (Chair, as of the
Meeting date)
Nominating and Governance
Age: 61
[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 served as 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
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INTUIT 2023 Proxy Statement      |      Proposal No. 1 Election of Directors       |      Our Board Nominees

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Raul Vazquez
Chief Executive Officer and Director, Oportun
Financial Corporation
[MISSING IMAGE: tm2223271d1-icon_circlepn.gif] Independent
Director since: 2016
Committees: Acquisition, Audit and Risk
Age: 51
[MISSING IMAGE: ph_raulvazquezne-bw.gif]
Professional Background
Oportun, a financial technology company

Chief Executive Officer, since 2012
Prior to joining Oportun, Mr. Vasquez 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
Other Public Company Boards
Oportun Financial Corporation since 2019
Our Board Nominees       |      Proposal No. 1 Election of Directors       |      INTUIT 2023 Proxy Statement
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The following chart shows certain self-identified personal characteristics of our current directors, including the three directors who are not nominees for re-election at the Meeting, in accordance with Nasdaq Listing Rule 5605(f).
Board Diversity Matrix (as of October 31, 2022)
Total number of directors: 12
Female
Male
Non-binary
Did not disclose gender
Directors 4 8
Number of directors who identify in any of the categories below:
African American or Black 1
Alaskan Native or Native American
Asian 1
Hispanic or Latino 1
Native Hawaiian or Pacific Islander
White 1 7
Two or more races or ethnicities
LGBTQ+
Did not disclose demographic background 1
Directors who identify as Middle Eastern: 1
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 to serve, if any nominee is unable to serve or for good cause does not serve, the proxy holder can vote your shares either for a substitute nominee (if one is proposed by the Board) or just for the remaining nominees, leaving a vacancy. Alternatively, the Board may 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.
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The Board recommends that you vote FOR the election of each of the nominated directors.
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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 used to assess executive compensation. The Compensation Committee makes recommendations to the Board if it determines changes are needed.
In each of October 2021 and October 2022, the committee reviewed the compensation of our non-employee directors and determined not to make any changes to the program. In January 2022, the Board approved an update to our non-employee director compensation program to provide an annual cash retainer for the independent Board Chair.
2022 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
($)
Non-Employee Board Member 75,000
Chair of the Board of Directors* 90,000
Members of each of the Audit and Risk Committee, Acquisition Committee, and Compensation and
Organizational Development Committee
15,000
Members of the Nominating and Governance Committee 10,000
Audit and Risk Committee Chair** 32,500
Compensation and Organizational Development Committee Chair** 25,000
Acquisition Committee and Nominating and Governance Committee Chairs** 17,500
*
The Chair of the Board of Directors also receives the Board membership retainer.
**
Committee chairs also receive the committee membership retainer.
These retainers are paid in quarterly installments and are prorated for any changes to committee service that occur during the year. Directors may elect to defer cash retainers into tax-deferred Intuit stock units by making an irrevocable written election before the start of each calendar year. These tax-deferred stock units, known as Conversion Grants, are granted quarterly and are fully vested at the time of grant. The shares underlying Conversion Grants are distributable five years from the date of grant, or upon an earlier separation from the Board or change in control of Intuit. Directors generally may elect to defer settlement of their Conversion Grants for a longer period of time (from six to ten years following the date of grant).
We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings. However, we do not pay meeting attendance fees.
Annual Retainer and Equity Compensation Program for Non-Employee Directors       |      Director Compensation       |      INTUIT 2023 Proxy Statement
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2022 Director Equity Compensation Program
Grants are made to non-employee directors in the form of a fixed dollar value of RSUs as shown below:
Board Position
Fixed Amount of Award
($)
Vesting schedule
Non-Employee Board Member (annual grant)
260,000
Generally vests in full on the first business 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, which 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 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, 2022, all of our directors were in compliance with our policy.
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INTUIT 2023 Proxy Statement      |      Director Compensation       |      Director Stock Ownership Requirement

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Director Summary Compensation Table
The following table summarizes the fiscal 2022 compensation earned by each Board member, other than Mr. Goodarzi, whose compensation is described under “Executive Compensation Tables.”
Director Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)
All Other
Compensation
($)
Total
($)
Eve Burton (1) 378,515(1)(2) 378,515
Scott D. Cook 1,300,000(3) 1,300,000
Richard L. Dalzell (1) 383,309(1)(2) 383,309
Deborah Liu (1) 366,031(1)(2) 366,031
Tekedra Mawakana 100,000 260,047(2) 360,047
Suzanne Nora Johnson 202,500 350,429(2) 552,929
Dennis D. Powell 137,500 260,047(2) 397,547
Brad D. Smith 56,250(4) 401,180(2)(5) 317,308(6) 774,738
Thomas Szkutak (1) 361,236(1)(2) 361,236
Raul Vazquez 105,000 260,047(2) 365,047
Jeff Weiner 100,000 260,047(2) 360,047
(1)
For Ms. Burton, Mr. Dalzell, Ms. Liu 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 and 2021 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 2022” table for more information.
(2)
These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2022, 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 2022” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2022” 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  $650,000 awarded for performance in fiscal 2022. Mr. Cook was not granted any equity awards during fiscal 2022.
(4)
This amount reflects the fees earned in cash by Mr. Smith beginning on January 1, 2022, when he became a non-employee director.
(5)
Mr. Smith was an employee of Intuit and compensated as the Executive Chairman of the Board from August 1, 2021 to December 31, 2021. This amount paid for employee service includes a matching grant of 261 RSUs with a grant date fair value of  $141,133 under the MSPP with respect to the deferral of the fiscal 2021 performance bonus that he earned while he was an employee. The bonus was paid and deferred in early fiscal 2022. Also included are 492 shares with a grant date value of  $260,047 earned for service as a non-employee director beginning on January 1, 2022.
(6)
Mr. Smith was an employee of Intuit and compensated as the Executive Chairman of the Board through December 31, 2021. This amount reflects the base salary of  $317,308 that he earned as a full-time employee through such date.
Director Summary Compensation Table       |      Director Compensation       |      INTUIT 2023 Proxy Statement
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Equity Grants to Directors During Fiscal Year 2022
The following table shows the RSU grants made to each of our directors, other than Mr. Goodarzi, during fiscal 2022.
Stock Awards
Director Name
Grant Date
Shares Subject to Award
(#)
Grant Date Fair Value
($)(1)
Eve Burton 10/22/2021 50 (2) 29,540
1/21/2022 492(3) 260,047
1/21/2022 56(2) 29,599
5/6/2022 75(2) 29,678
7/29/2022 65(2) 29,651
Scott D. Cook(4)
Richard L. Dalzell 10/22/2021 52(2) 30,722
1/21/2022 492(3) 260,047
1/21/2022 58(2) 30,656
5/6/2022 78(2) 30,865
7/29/2022 68(2) 31,019
Deborah Liu 10/22/2021 45(2) 26,586
1/21/2022 492(3) 260,047
1/21/2022 50(2) 26,427
5/6/2022 67(2) 26,513
7/29/2022 58(2) 26,458
Tekedra Mawakana 1/21/2022 492(3) 260,047
Suzanne Nora Johnson 1/21/2022 663(3) 350,429
Dennis D. Powell 1/21/2022 492(3) 260,047
Brad D. Smith 1/21/2022 492(3) (5) 260,047(5)
Thomas Szkutak 10/22/2021 43(2) 25,404
1/21/2022 492(3) 260,047
1/21/2022 48(2) 25,370
5/6/2022 64(2) 25,326
7/29/2022 55(2) 25,089
Raul Vazquez 1/21/2022 492(3) 260,047
Jeff Weiner 1/21/2022 492(3) 260,047
(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. See footnote (5) below for more information about the equity awards made to Mr. Smith during fiscal 2022.
(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)
Annual non-employee director grant, which vests as to 100% of the shares on January 1, 2023, subject to the director’s continued service.
(4)
Mr. Cook was not granted any equity awards from Intuit during fiscal 2022.
(5)
Mr. Smith was an employee of Intuit through December 31, 2021 and, in addition to this RSU grant that he was awarded as a non-employee director, he received a matching grant of 261 RSUs with a grant date fair value of  $141,133 under the MSPP with respect to the deferral of the fiscal 2021 bonus he received for his service as an employee prior to December 31, 2021. The bonus was paid and deferred in early fiscal 2022, and the matching grant vests on the third anniversary of the grant date. The grant date fair value was computed in accordance with FASB ASC Topic 718.
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Outstanding Equity Awards for Directors at
Fiscal Year-End 2022
The following table provides information on the outstanding equity awards held by our directors, other than Mr. Goodarzi, as of July 31, 2022.
Director Name
Aggregate Shares Subject to
Outstanding Stock Awards
(#)


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


(1)
Eve Burton 14,235 13,743
Scott D. Cook
Richard L. Dalzell 10,299 9,807
Deborah Liu 6,096 5,604
Tekedra Mawakana 1,380 888
Suzanne Nora Johnson 5,025 4,362
Dennis D. Powell 4,854 4,362
Brad D. Smith 492(2)
Thomas Szkutak 6,422 5,930
Raul Vazquez 4,854 4,362
Jeff Weiner 5,292 4,800
(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)
This amount represents the number of shares granted to Mr. Smith after January 1, 2022, when he became a non-employee director. As of July 31, 2022, Mr. Smith held additional outstanding stock awards representing a total of 40,715 shares that were granted prior to December 31, 2021 when Mr. Smith was an employee of Intuit and compensated as the Executive Chairman of the Board. Mr. Smith also held stock options representing a total of 492,333 shares with exercise prices ranging from $113.19 per share to $525.51 per share; 474,684 of these stock options were exercisable at that date.
Outstanding Equity Awards for Directors at Fiscal Year-End 2022      |      Director Compensation       |      INTUIT 2023 Proxy Statement
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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.
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 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.
Unless the Board of Directors modifies its policy on the frequency of say-on-pay votes, a non-binding advisory vote on our executive compensation program will again be included in our proxy statement next year.
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The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation.
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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 2022, 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)
Eve Burton
Deborah Liu
Tekedra Mawakana
Jeff Weiner
Compensation and Organizational Development Committee Report      |       INTUIT 2023 Proxy Statement
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Compensation Discussion
and Analysis
 
Table of Contents
 
Executive Summary
38
Compensation Philosophy and Objectives
42
Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations
42
Fiscal 2022 Peer Group
43
 
Components of Compensation
44
Fiscal 2022 Compensation Actions
51
Other Benefits
56
Our Compensation Policies and Practices
57
Accounting and Tax Implications of Our Compensation Policies
58
   ​
Executive Summary
This Compensation Discussion and Analysis describes our executive compensation philosophy and objectives, provides context for the compensation actions approved by the Compensation Committee, and explains the compensation of our 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 2022, our NEOs were:
Named Executive Officers
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Focus on Pay-For-Performance and Delivering for All Stakeholders While Facing Macroeconomic Uncertainty
We remained focused on delivering for all of our stakeholders as we navigated uncertainty in the macroeconomic environment that was marked by inflation, rising interest rates, the Russia-Ukraine war and the continuing effects of the COVID-19 pandemic. In fiscal 2022, management and the Compensation Committee continued to approach our executive compensation program with enduring pay-for-performance principles and set rigorous goals to drive growth and long-term shareholder value. Despite the ongoing uncertainty, 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 CEO and 95% of other NEO total direct compensation through awards that link their pay with Intuit’s performance. The only fixed component of pay was base salary.
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(1)
Total direct compensation reflects base salary, actual bonus payout, and equity awards granted during fiscal 2022. Consistent with disclosure in the Fiscal Year 2022 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 2022.
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 over one-, two- and three-year periods.
Annual cash incentive payouts for the NEOs were set equal to the overall funding level of the bonus pool for the broader employee base, which helps to promote consistent Intuit-wide outcomes. These payouts are 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 achievement of workforce diversity, job creation and readiness, and climate goals, TSR performance 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 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 establishing goals for representation of women in our technology roles globally and U.S. employees from underrepresented racial groups (“URGs”).
Executive Summary       |      CD&A       |      INTUIT 2023 Proxy Statement
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Our Fiscal 2022 Performance
Intuit’s financial performance for fiscal 2022 was strong and exceeded the goals that were set in the first quarter of the fiscal year for fully funding our cash incentive bonus program. Our strong financial results were especially noteworthy given the ongoing uncertainty in the macroeconomic environment.
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*
We acquired Mailchimp in November 2021.
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.
Key financial highlights from fiscal 2022

Grew revenue by 38% in the Small Business & Self-Employed Group (22% excluding Mailchimp revenue), 10% in the Consumer Group and 6% in the ProConnect Group (now the ProTax Group).

Grew Credit Karma revenue to $1.8 billion, a 58% increase from fiscal 2021 on a pro forma basis.

Grew combined platform revenue, which includes Small Business and Self-Employed Group Online Ecosystem, TurboTax Online and Credit Karma, by 45% to $9.6 billion, including 11 percentage points from the addition of Mailchimp’s revenue.

Grew Small Business and Self-Employed Group Online Ecosystem revenue by 61%. Excluding Mailchimp revenue, Online Ecosystem revenue grew by 34%.

Generated annualized three-year Total Stockholder Return (“TSR”) of 18.8%, and annualized five-year TSR of 28.1%, each in the top quartile of S&P 500 constituents for the relevant period. For comparison, the S&P 500 index had annualized returns of 13.4% over the three-year period and 12.8% over the five-year period.
Other key accomplishments for fiscal 2022

With our acquisition of Mailchimp, accelerated progress on our strategic priorities to “be the center of small business growth” and “disrupt the small business mid-market” to help deliver on our vision of being an end-to-end customer growth platform for small businesses

On a cumulative basis, 19,638 seasonal and year-round jobs created in underserved communities and 1,268,967 individuals better prepared for jobs, exceeding our fiscal 2022 goals

Reduced/avoided greenhouse gas emissions by over 296,000 metric tonnes (since 2018), which is equal to seven times our 2018 carbon footprint, exceeding our fiscal 2022 goal*

Increased the representation of our U.S. employees from URGs to 15.0%, aided by the acquisition of Mailchimp, exceeding our fiscal 2022 goal of 14.5%**

Increased the representation of women in our technology roles globally to 33.0%, achieving our fiscal 2022 goal**

Earned employee engagement and customer satisfaction 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 21st consecutive year
*
Does not include Credit Karma, which maintains separate record-keeping systems, or Mailchimp, for which data is not yet available.
**
Does not include Credit Karma, which maintains separate record-keeping systems.
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How We Compensated Our CEO
The Compensation Committee’s decisions for Mr. Goodarzi in fiscal 2022 reflect Intuit’s objectively strong performance, including revenue and operating income growth, and progress on our five Big Bet strategic priorities, despite the uncertain and unprecedented economic environment. The Compensation Committee also sought to reward his 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, exceeding community job creation and job readiness goals, and achieving results of employee surveys on belonging that are in the top 10% of industry benchmarks. The committee further recognized his leadership of a high-performing management team, Intuit’s progress on its strategy to become the global AI-driven expert platform powering prosperity for consumers and small businesses, and his leadership of trajectory-changing initiatives like our acquisition of Mailchimp.
Our CEO’s compensation is aligned with stockholders’ interests. Approximately 96% of total direct compensation for Mr. Goodarzi in fiscal 2022 was performance-based, and thus strongly linked to Intuit’s results. Only his base salary (approximately 4% of his total direct compensation for fiscal 2022) was a fixed amount. Mr. Goodarzi’s fiscal 2022 bonus was funded at 100% of target, which was the same as the aggregate funding percentage for the broader employee base and lower than baseline funding percentage generated by the pre-established formula based on revenue and non-GAAP operating income.
NEO Compensation Highlights

In fiscal 2022, we paid cash bonuses to the NEOs at 100% of target. This bonus payout as a percentage of target was lower than the percentage generated under the bonus plan’s funding formula, based on revenue and non-GAAP operating income, and was the same as the aggregate bonus pool funding level approved by the Compensation Committee for the broader employee base.

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

On average, 95% of the fiscal 2022 total direct compensation paid to the NEOs was performance-based. 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.
2022 “Say-on-Pay” Advisory Vote on Executive Compensation
Intuit has provided stockholders with an advisory vote on executive compensation in each of the last 13 years. At our 2022 Annual Meeting of Stockholders, approximately 91.5% 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.
The Compensation Committee evaluated the results of the 2022 advisory vote, additional stockholder feedback, 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 2023 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:
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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 certain ESG-related 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 similar peer companies, while recognizing the need 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 2022 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 evaluating and making compensation decisions. FW Cook also assists the committee in comparing our non-employee director compensation program and practices to those of peer companies.
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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.
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 2022. Members of Intuit’s management and staff, including the Chief People & Places Officer, members of her staff and internal Intuit 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 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 2022 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 ensure a degree of continuity year-over-year.
Using these objectives, the independent compensation consultant recommended a fiscal 2022 peer group of 16 companies with the following characteristics:
Criteria for Fiscal
2022 Peer Group
Characteristics
Technology companies with headquarters in California All are 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 2022, Uber Technologies, Inc. and Visa Inc. were added to the peer group, and Tesla, Inc. was removed from the peer group because it no longer met the size criterion.
The independent compensation consultant reviewed these criteria with the Compensation Committee in January 2022, and the committee determined that the following companies would make up the compensation peer group for fiscal 2022 year-end decisions.
Fiscal 2022 Peer Group       |      CD&A      |      INTUIT 2023 Proxy Statement
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Fiscal 2022 Compensation Peer Group
Activision Blizzard, Inc. eBay Inc. QUALCOMM Incorporated Uber Technologies, Inc.
Adobe Inc. Electronic Arts, Inc. salesforce.com, inc. Visa Inc.
Autodesk, Inc. Netflix, Inc. ServiceNow, Inc. VMware, Inc.
Block, Inc. PayPal Holdings, Inc. Twitter, Inc. Workday, Inc.
All compensation decisions made in July 2022 utilized this peer group for context. Any discussion about components of executive officers’ compensation that occurred prior to July 2022 (including, for example, their salaries) utilized the peer data from the peer group approved by the Compensation Committee in January 2021.
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 2022 are as follows:
[MISSING IMAGE: tm2223271d2-tbl_overviewpn.jpg]
The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each executive’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 2023 base salary decisions for each of our NEOs are described under Compensation Snapshot for Each NEO below.
Annual Cash Bonuses
Intuit uses cash bonuses to reward achievement of annual company financial performance and 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 2022 bonus targets in July 2021 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 aggressive, equally weighted performance goals — one based on Intuit’s revenue and the other based on non-GAAP operating income. The fiscal 2022 revenue goal reflected growth of 16.4% over actual performance in fiscal 2021, and the non-GAAP operating income goal reflected 18.5% growth over actual performance in fiscal 2021. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management. Because these goals were set before we completed our acquisition of Mailchimp, the Compensation Committee did not take into account Mailchimp’s results for purposes of determining baseline funding under the formula. For purposes of our discussion of fiscal 2022 IPI determinations, we refer to these measures as “adjusted revenue” and “adjusted non-GAAP operating income.” ​(See Appendix A of this proxy statement for a reconciliation of non-GAAP measures.)
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 2022 Goals
Employees
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*

Create jobs through Prosperity Hubs*

Better prepare people for jobs*

Make a positive impact on climate, as measured against our 2018 carbon footprint*
Customers
Stockholders

Increase the number of active customers

Improve customer retention

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

Grow revenue by double digits

Grow Small Business and Self-Employed Group Online Ecosystem revenue by more than 30%

Increase revenue per customer

Generate operating income growth
*
ESG goals
Components of Compensation       |      CD&A      |      INTUIT 2023 Proxy Statement
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At the end of the fiscal year
Fiscal 2022 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 (prior to our acquisition of Mailchimp). Based on our actual performance under these measures, the formula yielded a baseline funding for the IPI of 129.8% of target.
Measure
Weighting
Adjusted Revenue ($ Billions)
50%
Adjusted Non-GAAP Operating Income
($ Billions)
50%
Total
100%
FY22
Adjusted
Revenue(1)
Bonus Pool
Funding as a
Percent of Target(2)
FY22 Adjusted
Non-GAAP
Operating
Income(1)
Bonus Pool
Funding as a
Percent of Target(2)
Baseline Company
Performance as a
Percent of Target(3)
Maximum $12.22 150% $4.58 150% 150%
Target $11.21 100% $4.13 100% 100%
Threshold $10.09 % $3.72 % %
Actual fiscal 2022 performance and funding 
percentages
$11.96
137.0%
$4.33
122.6%
129.8%
(1)
For purposes of determining the baseline for the funding of the IPI, fiscal 2022 adjusted revenue and adjusted non-GAAP operating income exclude the results of Mailchimp, which we acquired after the financial goals were set by the Compensation Committee. 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.
(2)
Linear interpolation between defined points. Fiscal 2022 adjusted revenue and adjusted 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.
(3)
This represents 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 $5 million.
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True North goals are assessed. The Compensation Committee considered our progress against the fiscal 2022 True North goals, many of which were more ambitious than our fiscal 2021 goals.
Employees

Maintained engagement scores at best in class levels and diversity, inclusion and belonging scores that are in the top 10% of industry benchmarks, as measured by internal surveys administered by an independent employee engagement analytics firm

Maintained employee retention at better rates than peer companies

Increased the representation of our U.S employees from URGs to 15.0%, aided by the acquisition of Mailchimp, exceeding our fiscal 2022 goal of 14.5%*

Increased the representation of women in our technology roles globally to 33.0%, achieving our fiscal 2022 goal*

Ranked #11 in Fortune magazine’s “100 Best Companies to Work For” survey
Communities

On a cumulative basis, reached 19,638 seasonal and year-round jobs created in underserved communities, exceeding our fiscal 2022 goal

On a cumulative basis, reached 1,268,967 million individuals better prepared for jobs, exceeding our fiscal 2022 goal

Reduced/avoided greenhouse gas emissions by over 296,000 metric tonnes (since 2018), exceeding our fiscal 2022 goal**
Customers

Grew active customers year-over-year

Attained improved customer satisfaction for QuickBooks products, as measured by product recommendation scores
Stockholders

Grew revenue by 38% in the Small Business & Self-Employed Group (22% excluding Mailchimp revenue), 10% in the Consumer Group and 6% in the ProConnect Group (now the ProTax Group)

Grew Credit Karma revenue to $1.8 billion

Grew combined platform revenue, which includes Small Business and Self-Employed Group Online Ecosystem, TurboTax Online and Credit Karma, by 45%, totaling $9.6 billion, including 11 percentage points from the addition of Mailchimp revenue

Grew Small Business and Self-Employed Group Online Ecosystem revenue by 61% (34% excluding Mailchimp revenue), to $4.4 billion
The committee also assessed opportunities for continued improvement in delivering for our True North stakeholders, including: building and maintaining a strong corporate culture in a hybrid workplace; ensuring a strong sense of employee belonging, especially among those who are new to the company; making faster decisions and removing barriers to employee productivity; opportunities to improve customer satisfaction in certain areas of the business; and our TSR for the fiscal year.
Actual Named Executive Officer bonus awards are determined. Based on the foregoing, the Compensation Committee exercised negative discretion and set funding for the IPI at 100% of target, which is below the baseline formulaic funding level. This funding level established for the NEOs was equal to the aggregate funding percentage applicable to Intuit employees generally. The committee believes setting the funding percentage of short-term incentives paid to the NEOs at the same level as those paid to the rest of our employees helps to promote consistent Intuit-wide outcomes.
*
Does not includes Credit Karma, which maintains separate record-keeping systems.
**
Does not include Credit Karma, which maintains separate record-keeping systems, or Mailchimp, for which data is not yet available.
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The fiscal 2022 bonus payouts for each of our NEOs were as follows:
Name
Annual Base
Salary
($)
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% 2,200,000 100% 2,200,000
Michelle M. Clatterbuck 700,000 100% 700,000 100% 700,000
J. Alexander Chriss 700,000 100% 700,000 100% 700,000
Laura A. Fennell 700,000 100% 700,000 100% 700,000
Marianna Tessel 700,000 100% 700,000 100% 700,000
Long-Term Incentives
For the fiscal 2022 annual awards, which were granted in July 2022, our NEOs received half of their annual equity grant value in PSUs, and the other half was split evenly between RSUs and stock options. The value of equity grants is measured based on grant date fair value.
PSUs
Our PSUs align the interests of award recipients and our stockholders by rewarding superior stockholder returns compared to a pre-established peer group of other large technology companies. Specifically, the target number of shares is earned only if Intuit achieves a relative TSR ranking at the 60th percentile or higher. These performance-based awards ensure that a significant share of our executives’ equity compensation is contingent upon future outperformance compared to a peer group.
Vesting. PSUs cliff vest after a three-year period and are earned based on Intuit’s TSR compared to companies in a pre-established peer group over three discrete performance periods covering 12, 24 and 36 months. Shares earned based on the 12- and 24-month relative TSR performance periods have an additional service-based vesting requirement; these shares do not vest until the end of the 36-month period. The three-year vesting schedule serves as a retention incentive and requires consistent, longer-term stock price performance, which supports long-term alignment with the interests of our stockholders.
Awards of PSUs to the CEO include an additional mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the PSU awards. This is to ensure longer term alignment with stockholders and accountability for strategic decision-making. Except in certain limited circumstances (death, disability or a change in control), the deferral period applies to vested shares even if the CEO terminates service with the company.
Performance goals. The target TSR is the 60th percentile of the peer group, which ensures that Intuit must perform better than the clear majority of the relative TSR peers before executives earn the target number of shares. The use of discrete measurement periods of 12, 24 and 36 months aims to minimize the potential impact of short-term share price volatility over the duration of the three-year performance period. However, no portion of the award is earned or distributed until the conclusion of the full three-year performance period. The Compensation Committee believes that this approach focuses the NEOs on long-term stockholder return.
TSR Peers. The “TSR Peers” were chosen so that the PSUs will reward the NEOs based on objective measurement of Intuit’s one-, two- and three-year returns compared to similar companies in which an Intuit stockholder might reasonably be expected to invest. The TSR Peers were identified using objective selection criteria recommended by the Compensation Committee’s independent compensation consultant. Other than H&R Block, Inc., which is a direct competitor, all of the TSR Peers are U.S.-based public companies within Intuit’s General Industry Classification Standard (“GICS”) code and three other similar GICS codes as they were defined and constituted in June 2022. All of the TSR Peers also have market capitalizations and revenues greater than or equal to 0.2x Intuit’s. For fiscal 2022, there were 38 TSR Peers to ensure a robust peer group for purposes of comparing TSR, even in the event of mergers or acquisitions during the performance period. The TSR Peer group reflects a wider company sample than the companies we compete with directly for talent and a wider range of company sizes. It is not the same as the peer group used to benchmark executive compensation.
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Fiscal 2022 TSR Peer Group
Accenture Holdings plc Fidelity National Information Services, Inc. PayPal Holdings, Inc.
Activision Blizzard, Inc. Fiserv, Inc. Pinterest, Inc.
Adobe Inc. Fortinet, Inc. salesforce.com, inc.
Alphabet Inc. Global Payments Inc. ServiceNow, Inc.
Amazon.com, Inc. H&R Block, Inc. Snap Inc.
Autodesk, Inc. International Business Machines Corporation Synopsys, Inc.
Automatic Data Processing, Inc. Mastercard Incorporated Twilio Inc.
Block, Inc. Match Group, Inc. Twitter, Inc.
Cadence Design Systems, Inc. Meta Platforms, Inc. Visa Inc.
Cognizant Technology Solutions Corporation Microsoft Corporation VMware, Inc.
DoorDash, Inc. Oracle Corporation Workday, Inc.
eBay Inc. Palo Alto Networks, Inc. Zoom Video Communications, Inc.
Electronic Arts Inc. Paychex, Inc.
How payouts link to performance. A payout equal to 100% of the target number of shares is earned when Intuit’s relative TSR is at the 60th percentile of the TSR Peers for the applicable performance period. Payouts can range from 200% of target (if Intuit’s TSR reaches the 100th percentile of the TSR Peers for the performance period) to as low as 0% (if performance is below the 25th percentile of the TSR Peers for the performance period). In order to avoid particularly large awards for outperforming peers in a declining market when Intuit’s stockholders do not earn a positive return, payouts for each performance period are generally capped at 100% of target if absolute TSR for that performance period is negative. However, in order to further enhance the long-term nature of these awards, recipients may still earn the full value of any capped award if, for the 36-month performance period, Intuit achieves absolute TSR that is not negative or a relative TSR ranking at the 75th percentile or above.
The table below summarizes the relationship between relative TSR performance and the percent of target that may be earned under these awards.
[MISSING IMAGE: tm2223271d1-tbl_tsrpn.jpg]
Dividends. Recipients of PSUs, including the NEOs, are provided associated dividend-equivalent rights, but the dividends are not paid unless and until the underlying shares are earned, vest and are issued. Dividend-equivalent rights on PSUs that fail to vest are forfeited.
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RSUs
In fiscal 2022, 25% of the total value of the executive officers’ annual year-end equity awards was made in the form of RSUs. These RSUs provide a link to stockholders’ interests because their value tracks with changes in Intuit’s stock price. They also serve as a long-term incentive for officers to remain with Intuit, since RSUs have no value unless the recipient stays with Intuit through the vesting period.
RSUs generally vest over four years, with 25% of the shares vesting in July of the year following the grant date, and the remainder vesting in equal quarterly installments over the next three years, so long as the executive officer continues to be employed by Intuit. The CEO’s awards also include a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the RSU awards, to support longer-term alignment with stockholders. Except in certain limited circumstances (death, disability, retirement or a change in control), the deferral period generally applies to vested shares even if the CEO terminates service with Intuit or continues to serve Intuit but in a different role.
Intuit employees (including the NEOs) are provided dividend-equivalent rights in conjunction with RSU awards, but the dividends are not paid until the shares vest and are issued. Dividend-equivalent rights on RSUs that fail to vest are forfeited.
Stock Options
In fiscal 2022, 25% of the total value of the executive officers’ annual equity awards was provided in the form of non-qualified stock options. Stock options become valuable only if the price of Intuit stock appreciates after the grant date, so they align option holders with the specific goal of increasing stockholder value over the seven-year term of the options. These stock options vest over four years of continued service, with 25% of the options vesting after one year and the remainder vesting in equal monthly installments over the next three years, so long as the executive officer continues to be employed by Intuit.
Forfeiture
Intuit employees (including the NEOs) forfeit their unvested equity awards if they terminate their service with Intuit before the end of the applicable vesting period. Intuit employees who are at least 55 years old and have worked for Intuit for at least 10 full years are considered “retirement eligible” under the terms of these awards. Upon retirement, such an employee is entitled to pro rata vesting of their RSUs, PSUs and stock options based on the number of full months of service over the award term.
How Equity Grant Values Were Determined
The Compensation Committee considers multiple factors in determining the size of an executive’s equity awards, including annual performance ratings, succession planning, retention value of current equity holdings and equity award values for executives with similar roles at peer companies. For fiscal 2022, only executives with a performance rating of  “achieved expectations,” “exceeded expectations” or “trajectory-changing performance” were eligible for equity awards; a rating of  “trajectory-changing performance,” for any given role, generally resulted in a larger equity grant than any other rating. The committee exercises its judgment and discretion, and also considers the recommendations of the CEO, in setting specific awards for our NEOs. All annual equity granted to our NEOs reflects the portfolio mix of 50% PSUs, 25% RSUs and 25% stock options discussed above.
The value of the equity granted to Mr. Goodarzi was determined based on a review by the Compensation Committee of data provided by the committee’s independent compensation consultant, in addition to the committee’s own assessment that Mr. Goodarzi delivered outstanding results for all stakeholders during the fiscal year and demonstrated trajectory-changing performance for the company and its stakeholders.
To determine the size of the equity awards for the other NEOs, the committee used data provided by the committee’s independent compensation consultant, which estimated the range of grant values provided to executives in comparable positions at companies within Intuit’s compensation peer group. The committee then considered the CEO’s recommendations in order to determine where within the applicable range each executive’s equity grant value should fall. The committee gives considerable weight to the CEO’s recommendations because he has direct knowledge of each other NEO’s performance and contributions.
The realization of an executive’s grant date equity values is subject to a significant amount of performance risk, and the amount actually earned over the next several years could be significantly lower if Intuit’s absolute and relative TSR (compared against the TSR Peers) are not strong. The challenging nature of Intuit’s performance-based equity goals is illustrated by the 60th percentile TSR target.
The fiscal 2022 equity decisions for each of our NEOs are described under Compensation Snapshot for Each NEO on the following pages.
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Fiscal 2022 Compensation Actions
Compensation Snapshot For Each Named Executive Officer
Sasan Goodarzi
President and Chief Executive Officer
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Summary: The Compensation Committee’s decisions relating to Mr. Goodarzi’s fiscal 2022 compensation reflect its assessment that Mr. Goodarzi navigated a challenging macroeconomic environment to drive Intuit’s outstanding results in fiscal 2022 and demonstrated trajectory-changing performance and leadership. The Compensation Committee believes this compensation package rewarded Mr. Goodarzi for his role in driving Intuit’s strong fiscal 2022 financial performance, customer growth, employee engagement, progress on the five Big Bets and progress on the True North goals. The True North Goals included increasing the percentage of women in our technology roles globally and the percentage of U.S. employees from underrepresented racial groups, reducing and offsetting greenhouse gas emissions, creating jobs in underserved communities and better preparing individuals for jobs. The committee further recognized Mr. Goodarzi’s leadership of a high-performing management team, Intuit’s progress on its strategy to become a global AI-driven expert platform and his leadership of the company through the acquisition of Mailchimp.
July 2022 Compensation Decisions
After assessing Mr. Goodarzi’s performance, as described below, the Compensation Committee consulted with the Board, without Mr. Goodarzi present, and made the decisions described below with respect to his compensation.
Fiscal 2022 Bonus Award: $2,200,000, or 100% of target bonus.

The 100% target bonus payout is less than the percentage generated under the bonus plan’s funding formula and the same as the bonus pool funding percentage the Compensation Committee approved for the broader employee base, which helps to promote consistent Intuit-wide outcomes.
Fiscal 2022 Target Equity Grant Value: $25,500,000

Divided among PSUs (50% of grant value), RSUs (25%) and service-based options (25%).
Mr. Goodarzi’s RSUs and PSUs are subject to an additional mandatory one-year holding period after vesting to ensure longer-term alignment with stockholders.
Fiscal 2023 Base Salary: $1,100,000

No change
Fiscal 2023 Bonus Target: 200% of base salary

No change
Performance Assessment
The Compensation Committee determined that Mr. Goodarzi demonstrated trajectory-changing performance in delivering outstanding results for all stakeholders due to his impact on the one-year performance of the company and our primary business units, as well as on Intuit’s longer-term goals and strategic plans.
Short-Term Goals
The Compensation Committee determined that Mr. Goodarzi navigated a challenging macroeconomic environment to deliver strong results with respect to the annual goals established by the committee early in fiscal 2022 relating to revenue growth, operating income growth and leadership.
Revenue and operating income growth. Fiscal 2022 revenue was $12.7 billion, reflecting 32% annual growth (including 8 percentage points from the addition of Mailchimp revenue of  $762 million and a full year of Credit Karma revenue), fueled by 38% growth in the Small Business & Self-Employed Group and 10% growth in the Consumer Group. GAAP operating income was $2.6 billion, up 3% from fiscal 2021, and non-GAAP operating income was $4.5 billion, up 29% from the prior year.
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Leadership Results. The committee observed that Mr. Goodarzi delivered outstanding results in achieving his goals, including:

Delivering awesome customer experiences that create delight and increase share, as measured by strong customer product recommendation scores and active users, leadership across products and geographic regions, and acceleration of our mission to power prosperity around the world with the acquisition of Mailchimp and other corporate development initiatives;

Continuing to build a high-performing organization and a great environment for the best talent, as measured by strong employee engagement scores, below-market attrition rates, achievement of workforce diversity goals, and a continued high ranking in Fortune magazine’s “100 Best Companies to Work For” survey; and

Continuing to build Intuit’s reputation by developing a robust culture of trust, compliance and security, as demonstrated through continuous enhancements to Intuit’s compliance, security and fraud detection and prevention processes and capabilities and advancements in Intuit’s corporate responsibility reporting.
Long-Term Goals
The Compensation Committee determined that Mr. Goodarzi delivered outstanding progress toward the longer-term goals it established earlier in fiscal 2022, 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. Goodarzi’s leadership in executing Intuit’s mission and strategy to become a global AI-driven expert platform and ensuring that leaders and employees understand the connection between their work and Intuit’s goals. The committee recognized the progress on and evolution of the company’s strategic priorities, or Big Bets, including the acquisition of Mailchimp to help accelerate two of them. The committee noted Mr. Goodarzi’s strength in creating a culture of accountability with an operating system that provides rigor for measuring progress. The committee also noted Mr. Goodarzi’s focused deployment of resources to accelerate the application of AI and other critical technology and platform, brand and corporate responsibility initiatives designed to enhance the long-term strategy.
Multi-year leadership and succession strategy. The committee assessed Mr. Goodarzi’s progress against his multi-year leadership and succession strategy. In particular, the committee recognized Mr. Goodarzi’s performance growing and developing the management team, and leadership in attracting and retaining skills and talent that are aligned with Intuit’s strategic priorities, as well as his focus on succession plans. The committee further recognized Intuit’s best-in-class employee engagement and DEI scores and strong customer satisfaction scores in key businesses.
Other Named Executive Officers
The Compensation Committee determined the compensation for Intuit’s other NEOs based on each executive’s leadership in achieving the company’s one-year operating plan and making significant progress toward longer-term strategic plans. In evaluating the other executives and determining each of their overall performance ratings, the committee considered:

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

the scope, degree of difficulty and importance of the executive’s responsibilities.
The committee gave considerable weight to the evaluation provided by the CEO because of his direct detailed knowledge of each NEO’s performance and contributions. However, the committee has the sole responsibility for determining NEO compensation.
Like the CEO, each of the other NEOs was paid a bonus of 100% of his or her target bonus, which is less than the percentage generated under the bonus plan’s funding formula and the same as the funding level the Compensation Committee approved for the bonus pool for the broader employee base.
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Michelle Clatterbuck
Executive Vice President and Chief Financial Officer
[MISSING IMAGE: ph_michelleclatterbuck-bw.gif]
Performance Assessment: The Compensation Committee recognized Ms. Clatterbuck for exceeding expectations by consistently delivering strong results with significant business impact as Chief Financial Officer. Under her leadership, the company navigated uncertain market conditions to deliver strong financial results and to develop a capital strategy to support our strategic priorities, including the acquisition of Mailchimp. She drove her finance team to build stronger partnerships with the company’s business units and external stakeholders to achieve excellent results. The committee recognized Ms. Clatterbuck for leading her team’s robust financial planning process, as well as her contributions to the growth in long-term stockholder return. In addition, the committee recognized Ms. Clatterbuck as a data-driven and inspiring leader with a high bar for accountability from her teams and a deep understanding of the drivers of the business and a strong champion of the company’s culture.
July 2022 Compensation Decisions:
Fiscal 2022 Bonus Award: $700,000 or 100% of target
Fiscal 2022 Target Equity Grant Value: $10,000,000
Fiscal 2023 Base Salary: $770,000

An increase of  $70,000, or 10%
Fiscal 2023 Bonus Target: 100% of base salary

No change
J. Alexander Chriss
Executive Vice President and General Manager, Small Business & Self-Employed Group
[MISSING IMAGE: ph_alexanderchriss-bw.gif]
Performance Assessment: The Compensation Committee determined that Mr. Chriss delivered trajectory-changing results in his role as leader of the Small Business & Self-Employed Group. Under his leadership, our acquisition of Mailchimp accelerated progress on our strategic priorities of being the center of small business growth and disrupting the small business mid-market. Despite an uncertain macroeconomic environment, Mr. Chriss drove strong results, delivering Small Business & Self-Employed Group revenue growth of 38% (22% excluding Mailchimp) and Small Business and Self-Employed Group Online Ecosystem revenue growth of 61% (34% excluding Mailchimp) for the fiscal year. The committee recognized Mr. Chriss as a visionary leader with the ability to inspire and implement change and recruit and develop top talent.
July 2022 Compensation Decisions:
Fiscal 2022 Bonus Award: $700,000, or 100% of target
Fiscal 2022 Target Equity Grant Value: $12,500,000
Fiscal 2023 Base Salary: $770,000

An increase of  $70,000, or 10%
Fiscal 2023 Bonus Target: 120% of base salary