DEF 14A of Intuit Inc., Nov 27, 2024

DEF 14A of Intuit Inc.

Filed Nov 27, 2024 · FY20240000896878-24-000061

Open on EDGAR

  1. Agenda and Board Recommendations

    | CEO Pay Ratio | 75 | | Pay Versus Performance | 75 | | Proposal 3 | | | Ratification of Selection of Independent Registered Public Accounting Firm | 79 | | Tenure and Rotation | 79 | | Independence and Performance | 79 | | Accountability to Stockholders | 80 | | Policy on Pre-Approval of Services | 80 | | Fees Paid to Ernst & Young | 80 | | Audit and Risk Committee Report | 81 | | Proposal 4 | | | Approval of an Amendment to Our Certificate of Incorporation to Limit the Liability of Certain Officers in Accordance with Recent Delaware Law Amendments | 82 | | Stock Ownership Information | 84 | | Security Ownership Table | 84 | | Delinquent Section 16(a) Reports | 85 | | Information About the Meeting, Voting, and Proxies | 86 | | Appendix A - Non-GAAP Financial Measures | A-1 |

  2. Race/Ethnicity

    Race/Ethnicity

  3. Race/Ethnicity

    | | Diverse(1) | | | Other |

  4. Race/Ethnicity

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

  5. Race/Ethnicity

    | Proxy Summary | INTUIT 2025 Proxy Statement | 5 |

  6. Race/Ethnicity

    | Director Nominees | | | | | | | | | The following table provides summary information about each director nominee. | | | | | | | Independent Director Nominee | | | Eve Burton, 66 Executive Vice President and Chief Legal Officer, The Hearst Corporation | | | Scott D. Cook, 72 Founder, Intuit Inc. | | | Richard L. Dalzell, 67 Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. | | Director Since: 2016 Other Public Company Boards: 0 Committees: ARC, NGC (Chair) | | Director Since: 1984 Other Public Company Boards: 0 Committees: None | | | | Director Since: 2015 Other Public Company Boards: 0 Committees: AC (Chair), ARC | | | | Sasan K. Goodarzi, 56 President and Chief Executive Officer, Intuit Inc. | | | Deborah Liu, 48 President, Chief Executive Officer and Director, Ancestry.com LLC | | | Tekedra Mawakana, 53 Co-Chief Executive Officer and Director, Waymo LLC | | Director Since: 2019 Other Public Company Boards: 1 Committees: None | | Director Since: 2017 Other Public Company Boards: 0 Committees: AC, CODC | | | | Director Since: 2020 Other Public Company Boards: 0 Committees: CODC, NGC | | | | Suzanne Nora Johnson, 67 Former Vice Chairman, The Goldman Sachs Group | | | NEW Forrest Norrod, 59 Executive Vice President and General Manager of the Data Center Solutions Business Group, Advanced Micro Devices, Inc. | | | NEW Vasant Prabhu, 64 Former Chief Financial Officer and Vice Chairman, Visa, Inc. | | Independent Board Chair Director Since: 2007 Other Public Company Boards: 1 Committees: CODC (Chair), NGC | | | | | | | | | | | Director Since: 2024 Other Public Company Boards: 0 Committees: AC, ARC | | | | Director Since: 2024 Other Public Company Boards: 2 Committees: AC, ARC | | | | Ryan Roslansky, 46 Chief Executive Officer, LinkedIn Corporation | | | Thomas Szkutak, 63 Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc. | | | Raul Vazquez, 53 Chief Executive Officer and Director, Oportun Financial Corporation | | Director Since: 2023 Other Public Company Boards: 0 Committees: AC, CODC | | Director Since: 2018 Other Public Company Boards: 0 Committees: ARC (Chair), NGC | | | | Director Since: 2016 Other Public Company Boards: 1 Committees: AC, ARC | | | | Eric S. Yuan, 54 Chief Executive Officer and Director, Zoom Video Communications, Inc. | Number of meetings in fiscal 2024 | | | | | | | | | 4 | AC | | Acquisition Committee | | | | | | 9 | ARC | | Audit and Risk Committee | | | | Director Since: 2023 Other Public Company Boards: 1 Committees: ARC, NGC | | 6 | CODC | | Compensation and Organizational Development Committee | | | | | | 4 | NGC | | Nominating and Governance Committee | | |

  7. Race/Ethnicity

    | 6 | INTUIT 2025 Proxy Statement | Proxy Summary |

  8. Performance-based Payouts

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

  9. Other NEOs Total Direct Compensation(1)

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

  10. Other NEOs Total Direct Compensation(1)

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

  11. Other NEOs Total Direct Compensation(1)

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

  12. Our Director Nominees

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

  13. Diversity of Skills and Expertise

    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.

  14. Diversity of Skills and Expertise

    | | Customer domain expertise - consumer and small and mid-market 10 director nominees | | Go-to-market, digital marketing, partnerships, and international expertise 13 director nominees | | Public company board experience (current and former) 12 director nominees | | | Product domain expertise - SaaS, mobile, services, and money innovation 11 director nominees | | Public policy/government relations 5 director nominees | | Financial acumen or expertise, including CEO/CFO or audit committee experience 13 director nominees | | | Technology domain expertise - software development, cloud, data, AI, platform, and cybersecurity 11 director nominees | | C-suite experience (current and former) 13 director nominees | | Proven business acumen, collaboration, and industry engagement 13 director nominees |

  15. Diversity of Skills and Expertise

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

  16. Board Refreshment

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

  17. Board Refreshment

    | Our Director Nominees | Proposal No. 1 – Election of Directors | INTUIT 2025 Proxy Statement | 25 |

  18. Director Biographies

    Director Biographies

  19. Director Biographies

    | Eve Burton | | | | Executive Vice President and Chief Legal Officer, The Hearst Corporation Independent Director since: 2016 Committees: Nominating and Governance (Chair), Audit and Risk Age: 66 | Professional Background The Hearst Corporation, one of the nation’s largest global diversified communications and software companies •Executive Vice President and Chief Legal Officer since December 2019 •Senior Vice President, General Counsel, 2012-2019 •Vice President and General Counsel, 2002-2012 •Member of Board of Directors, CEO’s strategic advisory group and the Hearst Venture Investment Committee •Founder and Chairwoman of HearstLab, which invests in women-led startups Ms. Burton manages a global legal team that provides services to all of Hearst’s more than 350 businesses around the world. In addition, she oversees compliance, government affairs and innovation programs. She is also one of Hearst’s leaders in M&A and in establishing worldwide strategic enterprise deals. Prior to joining Hearst, Ms. Burton served as Vice President and Chief Legal Counsel at Cable News Network (CNN). She serves on the board of directors of A&E Television Networks LLC and previously served on the board of directors of AOL. | Other Affiliations •The David and Helen Gurley Brown Institute for Media Innovation at Stanford and Columbia Universities Education •Bachelor of Arts, Hampshire College •Juris Doctor, Columbia Law School Key Skills and Experience •Legal and business experience as an EVP and the chief legal officer of a global company engaged in a broad range of diversified communications and software businesses, including consumer and digital media, health, transportation, and financial services, as well as strategic partnerships and investments •Insights into operational and security issues facing online consumer services companies and business-to-business software companies •Expertise in the technology, go-to-market, and public policy domains •“Financial sophistication” (in accordance with Nasdaq listing standards) Other Public Company Boards None |

  20. Director Biographies

    | Scott D. Cook | | | | Founder, Intuit Inc. Director since: 1984 Committees: None Age: 72 | Professional Background Intuit •Founder •Chairman of the Board, 1993-1998 •President and Chief Executive Officer, 1984-1994 Mr. Cook served on the board of directors of The Procter & Gamble Company from 2000 to 2020, where he was a member of the Compensation and the Technology & Innovation Committees, and on the board of directors of eBay Inc. from 1998 to 2015, where he was a member of the Corporate Governance and Nominating Committee. Education •Bachelor of Arts, Economics and Mathematics, University of Southern California •Master of Business Administration, Harvard Business School | Key Skills and Experience •Experience as an entrepreneur and corporate executive with a background in guiding and fostering innovation at companies in technology and other sectors •Extensive knowledge of Intuit’s operations, markets, customers, management and strategy •Experience as a board member of other large, global, consumer-focused companies •Expertise in the customer, technology, product and go-to-market domains Other Public Company Boards None |

  21. Director Biographies

    | 26 | INTUIT 2025 Proxy Statement | Proposal No. 1 – Election of Directors | Our Director Nominees |

  22. Director Biographies

    | Richard L. Dalzell | | | | Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. Independent Director since: 2015 Committees: Acquisition (Chair), Audit and Risk Age: 67 | Professional Background Amazon •Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer, 2001-2007 •Senior Vice President and Chief Information Officer, 2000-2001 •Vice President and Chief Information Officer, 1997-2000 Before he joined Amazon, Mr. Dalzell was Vice President of the Information Systems Division at Walmart Inc. for three years. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until it was acquired by Verizon Communications Inc. in 2015. He also served as a member of the board of directors of Twilio, Inc. from 2014 to 2023, where he was a member of the Nominating and Governance Committee. | Education •Bachelor of Science, Engineering, the United States Military Academy at West Point Key Skills and Experience •Extensive experience, expertise and background in information technology, platform software, cloud computing, and cybersecurity, as well as a global perspective •Corporate leadership experience gained from his service in various senior executive roles •Expertise in the product, technology and go-to-market domains Other Public Company Boards None |

  23. Director Biographies

    | Sasan K. Goodarzi | | | | President and Chief Executive Officer, Intuit Inc. Director since: 2019 Committees: None Age: 56 | Professional Background Intuit •President and CEO since 2019 •Executive Vice President and General Manager of the Small Business & Self-Employed Group, 2016-2018 •Executive Vice President and General Manager of the Consumer Tax Group, 2015-2016 •Senior Vice President and General Manager of the Consumer Tax Group, 2013-2015 •Senior Vice President and Chief Information Officer, 2011-2013 •Led several business units, including Intuit Financial Services and the professional tax division, 2004-2010 Mr. Goodarzi served as Chief Executive Officer of Nexant Inc., a privately held provider of intelligent grid software and clean energy solutions, for ten months beginning in November 2010. Prior to joining Intuit, Mr. Goodarzi worked for Invensys, a global provider of industrial automation, transportation and controls technology, serving as Global President of the Products group. He also held a number of senior leadership roles in the automation control division at Honeywell. | Education •Bachelor of Science, Electrical Engineering, University of Central Florida •Master of Business Administration, Kellogg School of Management at Northwestern University Key Skills and Experience •Deep understanding of Intuit’s business and culture •Instrumental contributions to and experience in developing and executing our strategic priorities •Expertise in the customer, product, technology, go-to-market, and public policy/government relations domains Other Public Company Boards Atlassian Corporation Plc since 2018 (chairs the Compensation and Leadership Development Committee) |

  24. Director Biographies

    | Our Director Nominees | Proposal No. 1 – Election of Directors | INTUIT 2025 Proxy Statement | 27 |

  25. Director Biographies

    | Deborah Liu | | | | President, Chief Executive Officer and Director, Ancestry.com LLC Independent Director since: 2017 Committees: Acquisition, Compensation and Organizational Development Age: 48 | Professional Background Ancestry.com, a family history and consumer genomics company •President, Chief Executive Officer and member of the board of directors since March 2021 Facebook (now Meta Platforms, Inc.) •Held several senior executive positions, including Vice President of FB App Commerce, Vice President, Platform Marketplace, and Director of Product Management, 2014 -2021 •Helped create Facebook’s commerce and payments businesses •Led the development of Facebook’s first mobile ad product for apps and Audience Network •Built Facebook's games business and payments platform Ms. Liu has worked in the tech industry for over 20 years. Prior to Facebook, she spent several years in product roles at PayPal and eBay, including leading the integration between the two products. She holds several payments and commerce-related patents. Other Affiliations •Founder of Women in Product, a nonprofit to connect and support women in the product management field | Education •Bachelor of Science, Civil Engineering, Duke University •Master of Business Administration, Stanford Graduate School of Business Key Skills and Experience •Extensive executive management experience in large global technology companies •Deep technical understanding of mobile platforms •Strong background building personalized and rich experiences across apps, products, people, and third-party integrations •Expertise in the customer, product, technology, and go-to-market domains Other Public Company Boards None |

  26. Director Biographies

    | Tekedra Mawakana | | | | Co-Chief Executive Officer and Director, Waymo LLC Independent Director since: 2020 Committees: Compensation and Organizational Development, Nominating and Governance Age: 53 | Professional Background Waymo, an autonomous driving technology company •Co-Chief Executive Officer and member of board of directors since April 2021 •Chief Operating Officer, 2019-April 2021 •Chief External Officer, 2018-2019 •Global Head of Policy, 2017-2018 Prior to joining Waymo, Ms. Mawakana served as Vice President, Global Government Relations and Public Policy at eBay from 2016 to 2017 and Vice President and Deputy General Counsel, Global Public Policy at Yahoo from 2013 to 2016. She started her career at the DC-based law firm Steptoe & Johnson LLP. Other Affiliations •Member of the Advisory Council to Boom Technology Inc. •Former Member of the Board of Industry Leaders of the Consumer Technology Association | Education •Bachelor of Arts, Trinity College (now Trinity Washington University) •Juris Doctor, Columbia Law School Key Skills and Experience •Extensive experience in advising publicly traded consumer technology companies on global regulatory policy •Deep understanding of public policy related to commerce and advanced applications of artificial intelligence and machine learning •Expertise in the customer, technology, go-to-market and public policy/government relations domains Other Public Company Boards None |

  27. Director Biographies

    | 28 | INTUIT 2025 Proxy Statement | Proposal No. 1 – Election of Directors | Our Director Nominees |

  28. Director Biographies

    | Suzanne Nora Johnson | | | | Former Vice Chairman, The Goldman Sachs Group Independent Board Chair since: January 2022 Director since: 2007 Committees: Compensation and Organizational Development (Chair), Nominating and Governance Age: 67 | Professional Background The Goldman Sachs Group •Several management positions, including Vice Chairman, Chairman of the Global Markets Institute, and Head of the Global Investments Research Division, 1985-2007 Ms. Nora Johnson served on the board of directors of VISA Inc. from 2007 to 2022, where she was a member of the Nominating and Governance Committee and the Audit and Risk Committee, and on the board of directors of American International Group, Inc. from 2008 to 2020, where she was chair of the Risk and Capital Committee and a member of the Nominating and Corporate Governance Committee and the Technology Committee. Other Affiliations •Co-Chair, The Brookings Institution •Chair of the Board of Directors, Markle Foundation •Chair of the Board of Trustees, The University of Southern California | Education •Bachelor of Arts, University of Southern California •Juris Doctor, Harvard Law School Key Skills and Experience •Valuable business experience managing large, complex, global institutions •Insights into how changes in the financial services industry, public policy, and the macro-economic environment affect our businesses •Extensive knowledge of Intuit’s business and strategy and understanding of external perceptions that help to deliver effective oversight of our Board and management •Expertise in the product and go-to-market domains Other Public Company Boards Pfizer Inc. since 2007 (chairs the Audit Committee and serves on the Regulatory and Compliance Committee and the Executive Committee) |

  29. Director Biographies

    | Forrest Norrod | | | | Executive Vice President and General Manager of the Data Center Solutions Business Group, AMD Independent Director since: 2024 Committees: Acquisition, Audit and Risk Age: 59 | Professional Background Advanced Micro Devices, an adaptive computing company •Executive Vice President and General Manager of the Data Center Solutions Business Group since January 2023 •Vice President and General Manager of the Data Center Solutions Business Group, 2014-2023 Mr. Norrod is a seasoned leader with more than 35 years of technology industry experience. Prior to joining Advanced Micro Devices, Mr. Norrod spent nearly 14 years at Dell Inc. in various leadership roles, including Vice President and General Manager of Servers from 2010-2014, Vice President and General Manager of Data Center Solutions from 2007-2010, Vice President of Engineering from 2006-2007, Vice President of Enterprise Engineering from 2002-2006, and Vice President of Desktop and Workstation Development from 2001-2002. He served on the board of directors of Intersil Corporation from 2014-2017, where he was on the Compensation Committee and Nominating and Corporate Governance Committee. | Education •Bachelor of Science, Electrical Engineering, Virginia Tech •Master of Science, Electrical Engineering, Virginia Tech Key Skills and Experience •Executive management experience within large, global technology organizations •Deep experience in advanced technologies, including artificial intelligence •Extensive experience driving global growth of companies at scale •“Financial sophistication” (in accordance with Nasdaq listing standards) Other Public Company Boards None |

  30. Director Biographies

    | Our Director Nominees | Proposal No. 1 – Election of Directors | INTUIT 2025 Proxy Statement | 29 |

  31. Director Biographies

    | Vasant Prabhu | | | | Former Chief Financial Officer and Vice Chairman of Visa, Inc. Independent Director since: 2024 Committees: Acquisition, Audit and Risk Age: 64 | Professional Background Visa Inc., a global digital payments company •Chief Financial Officer, 2015-2023 •Vice Chairman, 2019-2023 Prior to joining Visa Inc., Mr. Prabhu served as Chief Financial Officer of NBCUniversal Media, LLC, from 2014-2015. Mr. Prabhu previously served as Chief Financial Officer and Vice Chairman of Starwood Hotels & Resorts Worldwide, Inc. from 2004-2014. He was also Executive Vice President and Chief Financial Officer of Safeway, Inc. from 2000-2003. He also held various senior leadership roles at McGraw Hill Companies from 1998-2000, PepsiCo Inc. from 1992-1998, and Booz Allen Hamilton from 1983-1992. He served on the board of directors of Mattel, Inc. from 2007-2020, where he was chair of the Audit Committee. | Education •Bachelor of Technology, Mechanical Engineering, Indian Institute of Technology •Masters of Business Administration, University of Chicago Key Skills and Experience •Deep public company financial expertise •Extensive executive management experience in large global technology companies •Expertise in the customer, product, technology, and go-to-market domains •Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards) Other Public Company Boards Delta Air Lines, Inc. since 2023 (serves on Financial Committee and Safety & Security Committee) Kenvue Inc. since 2023 (chairs the Audit Committee) |

  32. Director Biographies

    | Ryan Roslansky | | | | Chief Executive Officer, LinkedIn Corporation Independent Director since: 2023 Committees: Acquisition, Compensation and Organizational Development Age: 46 | Professional Background LinkedIn •Chief Executive Officer since June 2020 •Chief Product Officer, 2009-2020 Prior to becoming the Chief Product Officer of LinkedIn, Mr. Roslansky held various roles in LinkedIn's research and development organization. Prior to LinkedIn, Mr. Roslansky was senior vice president of products at Glam Media and held various product and general management positions at Yahoo!. He served on the board of directors of GoDaddy Inc. from 2018 to 2023, where he was a member of the Nominating and Governance Committee. | Key Skills and Experience •Valuable business experience building a global technology platform •Deep technical understanding of SaaS and mobile platforms •Expertise in the customer, product, technology, and go-to-market domains Other Public Company Boards None |

  33. Director Biographies

    | 30 | INTUIT 2025 Proxy Statement | Proposal No. 1 – Election of Directors | Our Director Nominees |

  34. Director Biographies

    | Thomas Szkutak | | | | Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc. Independent Director since: 2018 Committees: Audit and Risk (Chair), Nominating and Governance Age: 63 | Professional Background Amazon •Senior Vice President and Chief Financial Officer, 2002-2015 General Electric •Chief Financial Officer of GE Lighting, 2001-2002 •Finance Director of GE Plastics Europe, 1999-2001 •Executive Vice President of Finance at GE Asset Management (formerly known as GE Investments), 1997-1999 •Graduate of GE’s financial management program Mr. Szkutak has served as an advisor and operating partner of Advent International, a global private equity firm, since 2017. He served on the board of directors of athenahealth, Inc. from 2016 to 2019, where he was chair of the Audit Committee, and on the board of directors of Zendesk, Inc. from 2019 to 2022, where he was the chair of the Audit Committee. | Education •Bachelor of Science, Business Administration, Boston University Key Skills and Experience •Deep public company financial expertise •Executive management experience with large, global organizations •Expertise in the customer, product, and go-to-market domains •Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards) Other Public Company Boards None |

  35. Director Biographies

    | Raul Vazquez | | | | Chief Executive Officer and Director, Oportun Financial Corporation Independent Director since: 2016 Committees: Acquisition, Audit and Risk Age: 53 | Professional Background Oportun Financial, a financial technology company •Chief Executive Officer, since 2012 Prior to joining Oportun, Mr. Vazquez spent nine years at Walmart in various senior leadership roles, including Executive Vice President and President of Walmart West, Chief Executive Officer of Walmart.com, and Executive Vice President of Global eCommerce for developed markets. Mr. Vazquez previously worked in startup companies in e-commerce, at a global strategy consulting firm focused on Fortune 100 companies, and as an industrial engineer for Baxter Healthcare. Mr. Vazquez served on the board of directors of Staples, Inc. from 2013 to 2016. Other Affiliations •Chair of the Federal Reserve Board’s Community Advisory Council, 2015-2017 •Consumer Financial Protection Bureau’s Consumer Advisory Board, 2016-2018 | Education •Bachelor of Science, Industrial Engineering, Stanford University •Master of Science, Industrial Engineering, Stanford University •Master of Business Administration, The Wharton School at the University of Pennsylvania Key Skills and Experience •Wide range of experience in innovative consumer financial products, retail, marketing, e-commerce, technology, and community development •Executive leadership experience with global organizations •Expertise in the customer, product, technology, go-to-market, and public policy/government relations domains •Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards) Other Public Company Boards Oportun Financial Corporation since 2019 |

  36. Director Biographies

    | Our Director Nominees | Proposal No. 1 – Election of Directors | INTUIT 2025 Proxy Statement | 31 |

  37. Director Biographies

    | Eric S. Yuan | | | | Chief Executive Officer and Director, Zoom Video Communications, Inc. Independent Director since: 2023 Committees: Audit and Risk, Nominating and Governance Age: 54 | Professional Background Zoom Video Communications, an all-in-one intelligent collaboration platform •Chief Executive Officer, since 2011 Prior to founding Zoom in 2011, Mr. Yuan was Corporate Vice President of Engineering at Cisco, where he was responsible for Cisco's collaboration software development. Mr. Yuan was also one of the founding engineers and Vice President of Engineering at Webex, which was acquired by Cisco. He is a named inventor on 11 issued and 20 pending patents. Education •Bachelor of Science, Applied Math, Shandong University of Science & Technology •Master of Engineering, China University of Mining & Technology | Key Skills and Experience •Extensive executive management experience in large global technology companies •Deep technical understanding of SaaS and mobile platforms •Expertise in the customer, product, technology, go-to-market, and public policy/government relations domains •Audit committee financial expert (as defined by SEC rules) with “financial sophistication” (in accordance with Nasdaq listing standards) Other Public Company Boards Zoom Video Communications, Inc. since 2011 |

  38. Annual Retainer and Equity Compensation Program for Non-Employee Directors

    Annual Retainer and Equity Compensation Program for Non-Employee Directors Our director compensation programs are designed to attract and retain qualified non-employee board members and to align their interests with the long-term interests of our stockholders. The Compensation Committee annually reviews and considers information from its independent compensation consultant regarding the amounts and type of compensation paid to non-management directors at companies within the same peer group the committee uses to assess executive compensation. The Compensation Committee makes recommendations to the Board if it determines changes are needed. In October 2023, the Compensation Committee reviewed the compensation of our non-employee directors and determined not to make any changes for calendar year 2024. In October 2024, the Compensation Committee reviewed the compensation of our non-employee directors and recommended, and the Board determined, to increase the annual equity retainer to $280,000 and increase the additional annual cash retainers for Audit and Risk Committee members to $20,000 in calendar year 2025. These are the elements of our non-employee director compensation program, which are described in greater detail below.

  39. Annual Retainer and Equity Compensation Program for Non-Employee Directors

    | Annual Independent Director Compensation | Cash Retainers for Board and Committee Service | | | | | | | Independent Directors | | $75,000 | | | | | Chair of the Board | | $90,000* | | | | | Audit and Risk Committee | | | Acquisition Committee | | | | Chair | $32,500** | | Chair | $17,500** | | | Member | $20,000 | | Member | $15,000 | | | Compensation and Organizational Development Committee | | | Nominating and Governance Committee | | | | Chair | $25,000** | | Chair | $17,500** | | | Member | $15,000 | | Member | $10,000 | | | Annual Equity Retainer | | | | | | | Independent Directors | | $280,000 | | | | | Chair of the Board | | $90,000* | | |

  40. Annual Retainer and Equity Compensation Program for Non-Employee Directors

    * The Chair of the Board of Directors also receives the Board membership retainer. ** Committee chairs also receive the committee membership retainer.

  41. Annual Retainer and Equity Compensation Program for Non-Employee Directors

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

  42. Fiscal 2024 Director Equity Compensation Program

    Fiscal 2024 Director Equity Compensation Program Grants are made to non-employee directors in the form of a fixed dollar value of RSUs that generally vest in full on the first day of the 12th month following the grant date. Because these grants are for a fixed dollar amount, the number of RSUs awarded annually to non-employee directors varies, depending on the closing market price of Intuit’s common stock on the date of grant. The annual grants are awarded each year on the day following the annual meeting of stockholders. For a director who joins the Board between annual meetings, the annual grant will be prorated based on the number of full months of expected service until the first anniversary of the most recent annual meeting. These prorated grants will vest on the same day as the other directors’ annual grants. Once RSUs vest, issuance of shares is deferred until five years from the date of grant, or an earlier separation from the Board or change in control of Intuit. Directors may elect to defer settlement of their RSUs for a longer period of time (from six to ten years following the date of grant). The short vesting schedule serves to avoid director entrenchment, while the five-year deferral ensures long-term alignment of director interests with those of our stockholders. All of the RSUs that we grant to our directors have dividend equivalent rights. Dividend equivalents accumulate and are paid only when the shares underlying the RSUs are issued. Dividend equivalent rights on RSUs that fail to vest are forfeited. The Amended and Restated 2005 Equity Incentive Plan (the “2005 Equity Incentive Plan”) provides that the annual aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards granted to any non-employee director during any single calendar year (not including awards granted in lieu of cash retainers or other cash payments) may not exceed $625,000, plus an additional $250,000 for the non-employee director serving as the Chair of the Board.

  43. Director Compensation Policies and Plans

    Director Compensation Policies and Plans

  44. Director Stock Ownership Requirement

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

  45. Director Summary Compensation Table

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

  46. Director Summary Compensation Table

    (1)Non-employee directors may elect to receive RSUs in lieu of their cash retainers. These Conversion Grants are granted on a quarterly basis and are fully vested at the time of grant. For Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak, the number in the “Stock Awards” column includes the value of Conversion Grants at the time of grant in addition to the value of the annual equity grant. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak elected to receive all of their cash retainers due to them for service on the Board and committees during calendar years 2024 and 2023 in RSUs. See the Equity Grants to Directors During Fiscal Year 2024 table for more information. (2)These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2024, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation” (“FASB ASC Topic 718”). See the Equity Grants to Directors During Fiscal Year 2024 and Outstanding Equity Awards for Directors at Fiscal Year-End 2024 tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year.

  47. Director Summary Compensation Table

    | 36 | INTUIT 2025 Proxy Statement | Director Compensation | Director Summary Compensation Table |

  48. Director Summary Compensation Table

    (a)These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The grant date fair value of these awards is equal to the closing market price of Intuit’s common stock on the date of grant. (b)These amounts represent RSUs awarded pursuant to a Conversion Grant, which are granted quarterly with a grant date fair value equal to 25% of the annual retainers for Board and committee service (as described above under Annual Retainer and Equity Compensation Program for Non-Employee Directors) and calculated using the closing market price of Intuit’s common stock on the date of grant. Conversion Grants are fully vested at the time of grant because they replace cash compensation that is vested when it is paid. (c)These amounts represent RSUs awarded pursuant to an annual non-employee director grant, which vests as to 100% of the shares on January 1, 2025, subject to the director’s continued service. (d)Mr. Cook was not granted any equity awards from Intuit during fiscal 2024. (e)These amounts represent RSUs awarded pursuant to a New Board Member grant that was prorated based on the number of full months of expected service until the next annual meeting and vests as to 100% of the shares on January 1, 2025, subject to the director’s continued service.

  49. Director Summary Compensation Table

    | Director Summary Compensation Table | Director Compensation | INTUIT 2025 Proxy Statement | 37 |

  50. Director Summary Compensation Table

    (4)Outstanding Equity Awards for Directors at Fiscal Year-End 2024 The following table provides information on the outstanding equity awards held by our directors, other than Mr. Goodarzi, as of July 31, 2024.

  51. Director Summary Compensation Table

    | 38 | INTUIT 2025 Proxy Statement | Director Compensation | Director Summary Compensation Table |

  52. Director Summary Compensation Table

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

  53. How We Compensated Our CEO in Fiscal 2024

    How We Compensated Our CEO in Fiscal 2024 The Compensation Committee’s decisions for Mr. Goodarzi in fiscal 2024 reflect Intuit’s objectively strong performance, including revenue and operating income growth, and progress on our five Big Bet strategic priorities during continuing uncertainty in the economic environment. The Compensation Committee also sought to reward Mr. Goodarzi’s leadership and progress on our True North Goals. The committee further recognized his leadership and development of a high-performing management team and building a great environment for the best talent, as well as Intuit’s progress on its strategy to be the global AI-driven expert platform powering prosperity for consumers and small and mid-market businesses, and acceleration of the use and deployment of AI to solve the most important problems of our customers. Our CEO’s compensation is aligned with stockholders’ interests. Approximately 97% of total direct compensation for Mr. Goodarzi in fiscal 2024 was performance-based and strongly linked to Intuit’s results. Only his base salary was fixed (approximately 3% of his total direct compensation for fiscal 2024). Mr. Goodarzi’s fiscal 2024 bonus was funded at 95% of target, which matched the aggregate funding for the broader employee base. This payout percentage was lower than the baseline funding percentage generated by the pre-established formula based on achievement of revenue and non-GAAP operating income because we fell short on achieving some of our True North Goals. In addition, service-based restricted stock units 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.

  54. NEO Compensation Highlights

    NEO Compensation Highlights In fiscal 2024, we paid cash bonuses to the NEOs at 95% of target. This bonus payout as a percentage of target was lower than the 107% of target generated under the bonus plan’s funding formula for achieving revenue and non-GAAP operating income against pre-established goals, and matched the aggregate bonus pool funding level approved by the Compensation Committee for the broader employee base. The payout percentage was adjusted downward to recognize that, while we achieved some of our True North Goals, we fell short on others. ESG goals that are measurable and linked to our True North strategic goals were considered by the Compensation Committee in determining executive compensation, including for workforce diversity, greenhouse gas emissions, community job creation, and better preparing individuals for jobs. On average, 96% of the fiscal 2024 total direct compensation paid to the NEOs was performance-based through a combination of goal-driven annual cash incentives and equity awards.

  55. Compensation Practices

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

  56. Overview

    | | Component | Primary Purpose | | | Base Salary | Provide the security of a competitive fixed cash payment for services rendered. | | | Annual Cash Bonuses | Reward achievement of annual company operating goals, including revenue and non-GAAP operating income targets, as well as achievement of our True North Goals focused on employees, customers, communities and stockholders, including our progress toward certain ESG goals. | | | Long-Term Incentives | Motivate and reward executives based on Intuit’s absolute performance, performance relative to peers and the value delivered to Intuit stockholders through stock price appreciation and dividends. | | | | PSUs retain executives and align their interest with those of stockholders for the three-year vesting period, and offer upside for superior stockholder returns relative to similar alternative investments over 12-, 24- and 36-month periods. | | | | RSUs provide alignment with stockholders’ interests during the four-year vesting term and support retention. | | | | Stock Options motivate executives to build stockholder value over the seven-year life of the options, since options deliver value only if Intuit’s stock price appreciates after they are granted. |

  57. Annual Cash Bonuses

    Annual Cash Bonuses Intuit uses cash bonuses to reward achievement of annual company financial performance and strategic objectives, including certain ESG goals, and individual strategic and operational objectives, all of which align with the goal of increasing 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.

  58. Annual Cash Bonuses

    | At the beginning of and during the fiscal year |

  59. Annual Cash Bonuses

    Bonus targets are established. Each NEO has an annual bonus target that is a stated percent of base salary. The Compensation Committee set fiscal 2024 bonus targets in July 2023 for all NEOs based on the scope and significance of each executive’s leadership role at Intuit, as well as a review of market data. IPI bonus pool baseline funding formula is determined. Baseline funding of the IPI is determined by company-wide financial performance. The Compensation Committee set two rigorous, equally weighted performance goals - one based on Intuit’s revenue and the other based on non-GAAP operating income. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management. True North 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 of up to 30% of target to the company-wide funding percentage generated by the baseline funding formula, which company-wide is then allocated to NEOs in a manner that may not exceed 180% of their target bonus.

  60. Annual Cash Bonuses

    | At the end of the fiscal year |

  61. Annual Cash Bonuses

    Fiscal 2024 baseline funding is determined. The following table shows the formulaic output of a range of performance levels against the two financial goals approved by the Compensation Committee at the beginning of the fiscal year. Based on our actual performance under these measures, the formula yielded a baseline funding for the IPI of 107% of target.

  62. Annual Cash Bonuses

    | | | Revenue ($ Billions) 50% | | + | Non-GAAP Operating Income ($ Billions) 50% | | | = | Total 100% | | Measure Weighting | FY24 Revenue | | Bonus Pool Funding as a Percent of Target(1) | | FY24 Non-GAAP Operating Income | | Bonus Pool Funding as a Percent of Target(1) | | Baseline Company Performance as a Percent of Target(2) | | Maximum | | $17.55 | 150% | | | $6.92 | 150% | | 150% | | Target | | $16.21 | 100% | | | $6.30 | 100% | | 100% | | Threshold | | $14.59 | —% | | | $5.67 | —% | | —% | | Actual fiscal 2024 performance and funding percentages | | $16.29 | 103.2% | | | $6.40 | 110.8% | | 107.0% |

  63. Annual Cash Bonuses

    (1)Interpolated between defined points. Fiscal 2024 revenue and non-GAAP operating income dollar figures above are rounded to the nearest ten million. The Bonus Pool Funding as a Percent of Target is calculated using dollars in millions. Thus, actual results may vary slightly from the figures presented above. (2)This reflects a baseline for the funding of the IPI. The Compensation Committee has discretion to determine the actual IPI payment levels for each participant in an amount not to exceed the lesser of 180% of target or $5 million. True North Goals are assessed. The Compensation Committee then considered our progress against the fiscal 2024 True North Goals.

  64. Annual Cash Bonuses

    | 46 | INTUIT 2025 Proxy Statement | CD&A | Components of Compensation |

  65. True North Fiscal 2024 Strategic Goals and Progress

    | True North Stakeholders | Fiscal 2024 Goals | Results | | Employees | •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* | •Maintained engagement scores 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 industry benchmark •Increased the representation of our U.S. employees from URGs to 16.5%, falling short of our fiscal 2024 goal of 18.0%** •Maintained the representation of women in our technology roles globally at 34.1%, falling short of our fiscal 2024 goal of 37.0%** •Ranked #23 in Fortune magazine’s list of “100 Best Companies to Work For” | | Customers | •Increase the number of active customers •Improve customer retention •Delight customers more than alternatives, as measured by net promoter scores and product recommendation scores | •Continued opportunity to accelerate growth in number of customers •Opportunity to improve customer satisfaction, as measured by net promoter scores and product recommendation scores | | Communities | •Create jobs through Prosperity Hubs* •Better prepare people for jobs* •Make a positive impact on climate, as measured by reduction of carbon dioxide equivalent emissions in the communities we serve* | •Supported approximately 18,200 seasonal and year-round jobs in underserved communities, falling short of our fiscal 2024 goal to support 18,900 jobs •On a cumulative basis since fiscal 2020, better prepared over 4.7 million students for jobs, exceeding our fiscal 2024 cumulative goal of 3.6 million •Reduced greenhouse gas emissions in communities, many of which are underserved, by 611,000 metric tonnes (since fiscal 2020), exceeding our fiscal 2024 Climate Positive cumulative goal of 600,000 metric tonnes | | Stockholders | •Grow revenue by double digits •Increase average revenue per customer (“ARPC”) •Generate operating income growth | •Grew overall revenue by 13% to $16.3 billion •Grew revenue by 19% in the Global Business Solutions Group, 7% in the Consumer Group, 7% in the ProTax Group, and 5% in Credit Karma •Grew combined platform revenue, which includes Global Business Solutions Group Online Ecosystem, TurboTax Online and Credit Karma, by 14% to $12.5 billion •Grew Online Ecosystem ARPC by 11% •Grew GAAP operating income 16% to $3.6 billion and non-GAAP operating income 16% to $6.4 billion |

  66. True North Fiscal 2024 Strategic Goals and Progress

    Actual Named Executive Officer bonus awards are determined. Based on the above, including our performance against the True North Goals, in some areas of which we remain constructively dissatisfied, the Compensation Committee exercised negative discretion and set funding for the IPI at 95% of target, which is below the baseline formulaic funding level of 107%. This funding level established for the NEOs was equal to the aggregate funding percentage applicable to Intuit employees generally. The committee believes that funding short-term incentives paid to the NEOs at the same level as those paid to the rest of our employees helps to promote consistent Intuit-wide outcomes. The fiscal 2024 bonus payouts for each of our NEOs were as follows:

  67. True North Fiscal 2024 Strategic Goals and Progress

    | 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 | 1,200,000 | 200% | 2,400,000 | 95% | 2,280,000 | | Sandeep S. Aujla | 770,000 | 120% | 924,000 | 95% | 877,800 | | Laura A. Fennell | 770,000 | 120% | 924,000 | 95% | 877,800 | | Mark Notarainni | 725,000 | 100% | 725,000 | 95% | 688,750 | | Marianna Tessel | 770,000 | 120% | 924,000 | 95% | 877,800 |

  68. Long-Term Incentives

    Long-Term Incentives For the fiscal 2024 annual equity awards, which were granted in July 2024, our NEOs received half of their 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.

  69. PSUs

    PSUs Our PSUs align the interests of award recipients and our stockholders by rewarding superior stockholder returns compared to the returns of a pre-established peer group of other large technology companies (the “TSR Peers”). Specifically, the target number of shares is earned only if Intuit achieves a relative TSR ranking at the 60th percentile for each of the three performance periods described below. These performance-based awards ensure that a significant share of our executives’ equity compensation is contingent upon future outperformance compared to the TSR Peers. Vesting. PSUs cliff vest after a three-year period and are earned based on Intuit’s TSR compared to the TSR Peers 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 stockholder interests 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 or continues to serve Intuit but in a different role. Performance goals. The target TSR is the 60th percentile of the TSR 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 a PSU award is earned or distributed until the conclusion of the full three-year performance period to ensure retention and long-term alignment with stockholder interests. 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 invest. The TSR Peers were identified using objective selection criteria recommended by the Compensation Committee’s independent compensation consultant. In order to further promote industry relevance of the TSR Peers, the Compensation Committee, at the recommendation of its independent compensation consultant, reviewed several approaches to identifying the TSR Peers based on objective criteria. For fiscal 2024, the Compensation Committee identified the TSR Peers by using the following criteria: •Companies in the peer group used to benchmark our executive compensation program (the “Compensation Benchmark Peers”); and •Public companies within Intuit’s General Industry Classification Standard (“GICS”) code and five other similar GICS codes (as they were defined in July 2024) with market capitalization and revenues greater than or equal to 0.15x Intuit’s.

  70. PSUs

    | 48 | INTUIT 2025 Proxy Statement | CD&A | Components of Compensation |

  71. PSUs

    For fiscal 2024, there were 40 TSR Peers, which the Compensation Committee believes will ensure a robust sample for purposes of comparing TSR, even in the event of mergers or acquisitions during the three-year PSU performance period.

  72. PSUs

    | Fiscal 2024 TSR Peer Group | | | | Adobe Inc. | Electronic Arts Inc. | PayPal Holdings, Inc. | | Airbnb, Inc. | Fidelity National Financial, Inc. | QUALCOMM Incorporated | | Alphabet Inc. | Fiserv, Inc. | Roper Technologies Inc. | | Apple Inc. | Fortinet, Inc. | Salesforce, Inc. | | Atlassian Corporation | Global Payments Inc. | SAP SE | | Autodesk, Inc. | HP Inc. | Sea Limited | | Baidu, Inc. | Mastercard Incorporated | ServiceNow, Inc. | | Block, Inc. | Meta Platforms, Inc. | Super Micro Computer, Inc. | | Broadcom Inc. | Microsoft Corporation | Synopsys, Inc. | | Cadence Design Systems, Inc. | NetEase, Inc. | Take-Two Interactive Software, Inc. | | Cisco Systems, Inc. | Netflix, Inc. | Uber Technologies, Inc. | | CrowdStrike Holdings, Inc. | Oracle Corporation | Visa Inc. | | Dell Technologies Inc. | Palo Alto Networks, Inc. | Workday, Inc. | | eBay Inc. | | |

  73. PSUs

    How PSU 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 as low as 0% (if performance is below the 25th percentile of the TSR Peers for the performance period) to 200% of target (if Intuit’s TSR reaches the 100th 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 emphasize 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.

  74. TSR Performance Relationship

    (1)Linear interpolation between defined points. The stockholder return of both Intuit and the TSR Peers is measured using a thirty trading-day average at the start and the end of each performance period, which reduces the effect of daily stock market volatility on these measurements. (2)Payouts for each performance period are capped at 100% of target if absolute TSR is negative for that performance period unless Intuit achieves, for the 36-month performance period, absolute TSR that is not negative or a relative TSR ranking that is at or above the 75th percentile. 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.

  75. RSUs

    RSUs In fiscal 2024, 25% of the total value of the executive officers’ annual 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 are forfeited if the recipient does not stay 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 RSU 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 vest under the RSU awards, to support longer-term alignment with stockholder interests. 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, except in certain limited circumstances (death, disability, retirement or a change of control). 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.

  76. Stock Options

    Stock Options In fiscal 2024, 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 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.

  77. Forfeiture

    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, a retirement eligible 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.

  78. How Equity Grant Values Were Determined

    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, internal equity with other officers, retention value of current equity holdings, and equity award values for executives with similar roles at peer companies. In fiscal 2024, 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 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 related to the market, decisions made for other Intuit officers, Mr. Goodarzi’s equity holdings, and his prior compensation, 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 Compensation Committee reviewed data provided by its 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 based on performance, leadership, and expected future contribution 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 the other NEO’s individual 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 could be significantly lower if Intuit’s absolute and relative TSR (compared to the TSR Peers) are not strong. The challenging nature of Intuit’s performance-based equity goals is illustrated by the 60th percentile relative TSR target. The fiscal 2024 equity decisions for each of our NEOs are described on the following pages.

  79. How Equity Grant Values Were Determined

    | 50 | INTUIT 2025 Proxy Statement | CD&A | Components of Compensation |

  80. July 2024 Compensation Decisions

    | | Actual | Compensation Decision | | Fiscal 2024 Target Equity Grant Value | $34,600,000 | An increase of $9,100,000, or 36%, divided among PSUs (50% of grant value), RSUs (25%) and stock 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 stockholder interests. | | Fiscal 2024 Bonus Award | $2,280,000 | 95% of target, which is less than the 107% generated under the bonus plan’s funding formula and matches the bonus pool funding percentage the Compensation Committee approved for the broader employee base, which helps to promote consistent Intuit-wide outcomes | | Fiscal 2025 Base Salary | $1,300,000 | An increase of $100,000, or 8% | | Fiscal 2025 Bonus Target | 200% | No change |

  81. Short-Term Goals

    Short-Term Goals The Compensation Committee determined that Mr. Goodarzi delivered strong results with respect to the annual goals established by the committee early in fiscal 2024 relating to revenue growth, operating income growth, and leadership. Revenue and operating income growth. Fiscal 2024 revenue was $16.3 billion, reflecting 13% annual growth, fueled by 19% growth in the Global Business Solutions Group, 7% growth in the Consumer Group, and 5% growth in Credit Karma revenue. GAAP operating income was $3.6 billion, up 16% from fiscal 2023, and non-GAAP operating income was $6.4 billion, up 16% from fiscal 2023. Leadership Results. The Compensation Committee observed that Mr. Goodarzi delivered strong results in achieving his goals, including: •Continuing to build a high-performing organization and a great environment for the best talent, as measured by strong employee engagement scores, attracting and retaining talent that is critical to the company’s strategic success, internal talent mobility, a workforce that reflects the diversity of the company’s customers, and a continued high ranking in Fortune magazine’s list of the “100 Best Companies to Work For”;

  82. Short-Term Goals

    | Fiscal 2024 Compensation Actions | CD&A | INTUIT 2025 Proxy Statement | 51 |

  83. Short-Term Goals

    •Delivering awesome customer experiences that create delight and increase share, as measured by new customer growth, broader adoption of services across our platform, increase in number of customers using multiple offerings, customer retention, customer product recommendation scores and net promoter scores, increasing developer velocity, and acceleration of our mission to power prosperity around the world with the reallocation of resources to focus on key growth areas and corporate development initiatives; and •Continuing to build Intuit’s reputation by developing a robust culture of trust, compliance, and security, as demonstrated through the tone set at the top around accountability, continued focus at CEO staff level on cybersecurity and fraud measures and responsible deployment of AI, and enhancements to overall employee compliance training.

  84. Long-Term Goals

    Long-Term Goals The Compensation Committee determined that Mr. Goodarzi delivered meaningful progress toward the longer-term goals it established earlier in fiscal 2024, including implementation of a long-term plan to accelerate Intuit’s growth rate and execution of a multi-year leadership and capability strategy. •Long-term strategic plan to accelerate the company’s growth rate. The committee recognized Mr. Goodarzi’s leadership and clarity in executing Intuit’s mission and strategy to be 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 evolution of and progress toward the company’s Big Bets, including refreshment of the goals, strategies and priorities of the company’s reporting segments and technology and customer success ecosystems. The committee also recognized Mr. Goodarzi’s strength in creating a culture of accountability with an operating system that provides rigor for measuring progress. The committee also noted the company’s progress on its long-term revenue and operating income growth plans, as well as Mr. Goodarzi’s clarity of leadership and deployment of resources to focus the company on key areas to drive future long-term growth. •Multi-year leadership and capability strategy. The committee assessed Mr. Goodarzi’s progress against his multi-year leadership and capability strategy. In particular, the committee recognized Mr. Goodarzi’s performance in leading teams to reimagine customer experiences with an AI-first mindset to accelerate customer growth and broader adoption of services and galvanizing the company to move with velocity to create “done-for-you” experiences with a gateway to human expertise. The Compensation Committee noted that Mr. Goodarzi evolved and refreshed the executive leadership team, including deeper bench strength in areas that are critical to the company’s declared growth priorities and more robust succession plans. The committee also recognized Mr. Goodarzi’s leadership in raising the bar on talent and performance outcomes across the company to more closely align with Intuit’s strategic priorities.

  85. Other Named Executive Officers

    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 95% of his or her target bonus, which is less than the percentage generated under the bonus plan’s funding formula and matches the funding level the Compensation Committee approved for the bonus pool for the broader employee base.

  86. July 2024 Compensation Decisions

    | | Actual | Compensation Decision | | Fiscal 2024 Target Equity Grant Value | $14,000,000 | An increase of $3,000,000, or 27% | | Fiscal 2024 Bonus Award | $877,800 | 95% of target | | Fiscal 2025 Base Salary | $800,000 | An increase of $30,000, or 4% | | Fiscal 2025 Bonus Target | 120% | No change |

  87. Performance Assessment

    | | Actual | Compensation Decision | | Fiscal 2024 Target Equity Grant Value | $14,000,000 | An increase of $2,500,000, or 22% | | Fiscal 2024 Bonus Award | $877,800 | 95% of target | | Fiscal 2025 Base Salary | $770,000 | No change | | Fiscal 2025 Bonus Target | 120% | No change |

  88. July 2024 Compensation Decisions

    | | Actual | Compensation Decision | | Fiscal 2024 Target Equity Grant Value | $13,500,000 | An increase of $3,500,000, or 35% | | Fiscal 2024 Bonus Award | $688,750 | 95% of target | | Fiscal 2025 Base Salary | $770,000 | An increase of $45,000, or 6% | | Fiscal 2025 Bonus Target | 120% | An increase of 20% |

  89. Performance Assessment

    | | Actual | Compensation Decision | | Fiscal 2024 Target Equity Grant Value | $16,500,000 | An increase of $2,000,000, or 14% | | Fiscal 2024 Bonus Award | $877,800 | 95% of target | | Fiscal 2025 Base Salary | $800,000 | An increase of $30,000, or 4% | | Fiscal 2025 Bonus Target | 120% | No change |

  90. Fiscal 2024 Equity Grants

    Fiscal 2024 Equity Grants The following table shows the intended target total annual equity grant value awarded to each NEO at the end of fiscal 2024, and the number of PSUs, RSUs, and stock options granted based on the fiscal 2024 performance and compensation review process. The intended values shown in the table may or may not be achieved, depending on whether performance criteria are met and how Intuit’s stock price performs over the vesting period.

  91. Fiscal 2024 Equity Grants

    | Name | Total Intended Value of Equity Grant(1) | PSUs (target #) (50% of value) | RSUs (target #) (25% of value) | Stock Options (#) (25% of value) | | Sasan K. Goodarzi | $34,600,000 | 26,903 | 13,811 | 45,879 | | Sandeep S. Aujla | $14,000,000 | 10,886 | 5,589 | 18,564 | | Laura A. Fennell | $14,000,000 | 10,886 | 5,589 | 18,564 | | Mark Notarainni | $13,500,000 | 10,497 | 5,389 | 17,901 | | Marianna Tessel | $16,500,000 | 12,830 | 6,587 | 21,879 |

  92. Fiscal 2024 Equity Grants

    (1)These values were estimated using data available to the Compensation Committee on July 24, 2024. They do not match exactly the grant date fair values presented in the Fiscal Year 2024 Summary Compensation Table, which were calculated in accordance with FASB ASC Topic 718 and take into account the price of Intuit’s common stock on the July 25, 2024 grant date.

  93. Payout of PSUs Granted in 2021

    Payout of PSUs Granted in 2021 In July 2021, the Compensation Committee approved the grant to Intuit executives of PSUs that were tied to relative TSR over 12-, 24- and 36-month performance periods. In each case, earning and vesting of these 2021 PSUs was based on Intuit’s TSR percentile ranking compared to companies in the TSR peer group established for fiscal 2021. TSR for Intuit and the peer group was calculated using the 30-day average closing market price at the beginning and the end of each performance period. The Compensation Committee did not make any adjustments to the amounts earned under the formula. The graphic below describes the percent of target that could be earned under these awards based on relative TSR, as well as the actual relative TSR performance for each performance period, as certified by the Compensation Committee under the earnout formula.

  94. 2021 PSU Grants: Actual Outcomes

    2021 PSU Grants: Actual Outcomes

  95. 2021 PSU Grants: Actual Outcomes

    | | Threshold | Target | Maximum | | Intuit’s TSR Percentile Rank(1) | | | | | Shares Earned as a Percent of Target(2) | | | |

  96. 2021 PSU Grants: Actual Outcomes

    (1)Linear interpolation between defined points. (2)Payouts for each performance period are capped at 100% of target if absolute TSR is negative for that performance period. For all of the NEOs, the table below sets forth the number of 2021 PSUs that vested on September 1, 2024, based solely on the formula established for the awards.

  97. 2021 PSU Grants: Actual Outcomes

    | Name | 2021 PSUs Vested (#) | | Sasan K. Goodarzi | 20,049(1) | | Sandeep S. Aujla | 2,615 | | Laura A. Fennell | 7,409(2) | | Mark Notarainni | 5,230 | | Marianna Tessel | 9,589 |

  98. 2021 PSU Grants: Actual Outcomes

    (1)Includes 692 PSUs that previously vested in order to cover required employment taxes (and income taxes related to such vesting) because the executive is retirement eligible. (2)Includes 266 PSUs that previously vested in order to cover required employment taxes (and income taxes related to such vesting) because the executive is retirement eligible.

  99. 2021 PSU Grants: Actual Outcomes

    | Fiscal 2024 Compensation Actions | CD&A | INTUIT 2025 Proxy Statement | 55 |

  100. Other Benefits

    Other Benefits To help encourage our executives to own Intuit stock, Intuit maintains the Management Stock Purchase Program (the “MSPP”). Under the MSPP, employees with a title of director or above (including the NEOs) may elect to defer up to 15% of their annual incentive bonus, which is then converted into deferred stock units based on the fair market value of Intuit’s stock on the date bonuses are awarded. These deferred stock units are fully vested on the purchase date, but are not issued in the form of shares until the earlier of the third anniversary of the purchase date or the date the executive terminates employment with Intuit. Intuit also grants employees who defer a portion of their annual bonuses an additional RSU for every deferred stock unit purchased through the MSPP, up to a maximum number, as shown below for the NEOs.

  101. Other Benefits

    | Executive Level | Maximum Number of Matching RSUs | | Executive Vice President | 1,500 | | Chief Executive Officer | 3,000 |

  102. Other Benefits

    These matching RSUs cliff vest three years after the grant date, or on the recipient’s earlier death or disability. This three-year vesting period is intended to assist Intuit in retaining key talent. The RSUs granted pursuant to the MSPP are issued under the 2005 Equity Incentive Plan. Deferred stock units purchased by employees under the MSPP, as well as any matching RSUs, have dividend-equivalent rights. Dividends on the purchased deferred stock units are paid on the later of the date the shares are issued or the date dividends are paid to Intuit’s common stockholders. Dividends on matching RSUs are paid upon vesting. We maintain a Non-Qualified Deferred Compensation Plan (the “NQDCP”), which provides that executives who meet minimum compensation requirements are eligible to defer up to 75% of their salaries and up to 75% of their bonuses. We have agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. We do not guarantee above-market interest on account balances. We may make discretionary employer contributions to participant accounts in certain circumstances; the timing, amounts and vesting schedules of any such contributions are at the sole discretion of the Compensation Committee or its delegate. There were no discretionary employer contributions for fiscal 2024. Benefits under the NQDCP are unsecured and are general assets of Intuit. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment with Intuit for any reason, or at a later date if necessary to comply with Section 409A of the Internal Revenue Code. Participants may elect to receive their payments in a lump sum or installments. Deferrals authorized by an executive and the related earnings are always 100% vested. Discretionary company contributions, if any, and the related earnings vest as determined by Intuit at the time a particular contribution is made, and in any event vest completely upon the participant’s disability or death or a change in control of Intuit. Given the growing profile of the company and the increasing visibility of our executives, the Compensation Committee has authorized us to pay for residential security measures for certain NEOs when deemed necessary for their safety. Because certain components of this security program may be viewed as conveying a personal benefit to an NEO, we include the costs in the “All Other Compensation” column of the Fiscal Year 2024 Summary Compensation Table. All employees (including the NEOs) are eligible to participate in a number of programs that make up Intuit’s total compensation package, including health and welfare benefits, our 401(k) Plan with a company-sponsored match component, and our Employee Stock Purchase Plan. NEOs participate in these programs on the same terms as all other employees. Intuit does not offer a defined benefit pension plan. As discussed below under Potential Payments Upon Termination of Employment or Change in Control, the company has agreed to provide a severance payment to Mr. Goodarzi, and pro rata vesting of equity awards to all of our NEOs, if their employment is terminated under specific circumstances. Intuit agreed to provide these benefits as consideration for each executive’s agreement to provide services as an employee. Intuit does not provide excise tax “gross-up” protection if a change-in-control payment is considered an “excess parachute payment” under U.S. tax laws.

  103. The Compensation Consultant

    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 2024 Compensation Peer Group, FW Cook assists the committee in defining our peer group, which is used in our evaluation of our relative executive compensation levels and practices and provides context for making compensation decisions. FW Cook also assists the committee in comparing our non-employee director compensation program and practices to those of peer companies. FW Cook attended all meetings of the Compensation Committee as its independent advisor, responded to committee members’ inquiries and refined their analyses based on the committee’s questions. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules, and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee.

  104. Fiscal 2024 Compensation Peer Group

    Fiscal 2024 Compensation Peer Group

  105. Peer Group Composition

    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.

  106. Peer Group Composition

    | Role of Compensation Consultants, Executive Officers, and the Board in Compensation Decisions | CD&A | INTUIT 2025 Proxy Statement | 57 |

  107. Peer Group Composition

    Second, to create a sufficiently robust set of peers to promote continuity year-over-year. Using these objectives, the independent compensation consultant recommended a fiscal 2024 peer group of 17 companies with the following characteristics:

  108. Peer Group Composition

    | Criteria for Fiscal 2024 Compensation Peer Group | Characteristics | | Technology companies with headquarters in California | All are publicly-traded California technology innovators that compete with Intuit for executive and technical talent. | | Size | Peer companies generally fall within a range of between 0.25x and 4.0x Intuit’s revenue and between 0.25x and 4.0x of Intuit’s market capitalization. | | Year-over-year continuity | In fiscal 2024, Broadcom Inc., Cisco Systems, Inc. and Palo Alto Networks, Inc. were added to the peer group because they met the criteria, and Activision Blizzard, Inc. and VMware, Inc. were removed from the peer group because they were acquired. |

  109. Peer Group Composition

    The independent compensation consultant reviewed these criteria with the Compensation Committee in January 2024, and the committee determined that the following companies would make up the compensation peer group for fiscal 2024 year-end decisions.

  110. Peer Group Composition

    | Fiscal 2024 Compensation Peer Group | | | | Adobe Inc. | eBay Inc. | Salesforce, Inc. | | Airbnb, Inc. | Electronic Arts Inc. | ServiceNow, Inc. | | Autodesk, Inc. | Netflix, Inc. | Uber Technologies, Inc. | | Block, Inc. | Palo Alto Networks, Inc. | Visa Inc. | | Broadcom Inc. | PayPal Holdings, Inc. | Workday, Inc. | | Cisco Systems, Inc. | QUALCOMM Incorporated | |

  111. Peer Group Composition

    All compensation decisions made in July 2024 utilized this peer group for context. Any discussion about components of executive officers’ compensation that occurred prior to July 2024 (including, for example, their fiscal 2024 salaries) utilized the peer data from the peer group approved by the Compensation Committee in January 2023.

  112. How Peer Group Data Were Used

    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 NEO’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.

  113. Compensation Risk Assessment

    The factors summarized below support this conclusion: •Overall compensation levels are in a competitive market range for a company of Intuit’s size and scope. •Our programs use a mix of short-term and long-term incentives, with different performance periods and a broad mix of metrics, including both revenue-driven and profit-driven performance measures, in an effort to deter undue focus on a single goal. •Our compensation programs are designed to create a balance of different incentives by using: (1) a mix of cash and equity, (2) annual incentives that are based in part on company-wide performance metrics that align with our business plans and in part on strategic objectives, and (3) long-term incentives in three different forms of equity with varied time horizons and vesting conditions. •Annual cash incentives for our senior executives (including our NEOs) are capped at 180% of target overall and 150% of target based on the achievement of objective performance goals (i.e., before possible adjustments based on personal performance), but in any event no more than $5,000,000 per executive. 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 cash retainer). •The CEO’s PSUs and RSUs have a mandatory one-year holding requirement after they vest. •Severance is limited for a company of Intuit’s size and scope. •Our insider trading policy prohibits officers and all other employees from pledging shares, trading put or call options, and engaging in short sales or hedging transactions involving Intuit’s securities. •We have established “clawback” provisions for performance-based equity awards and for cash bonus payments under the annual cash incentive plan in which our executive officers participate. •We have a robust executive succession planning process, including both long-term succession and regular review of emergency short-term plans. •The Compensation Committee provides close oversight of our compensation programs, including a significant level of engagement, self-assessment, and executive session discussions.

  114. Intuit’s Equity Granting Policy for Senior Executives

    Intuit’s Equity Granting Policy for Senior Executives Equity grants made to the CEO, Executive Vice Presidents, or other Section 16 officers must be approved by the Compensation Committee. Timing of grants. During fiscal 2024, equity awards to employees generally were granted on regularly scheduled predetermined dates. As part of Intuit’s annual performance and compensation review process, the Compensation Committee approves stock option, RSU and PSU awards to our NEOs within a few weeks before Intuit’s July 31 fiscal year-end. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information based on equity award grant dates. Option exercise price. The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of Intuit’s common stock on the Nasdaq stock market on the date of grant. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information about the stock options granted to our NEOs on July 25, 2024, the same business day that we filed a Form 8-K disclosing Mr. Norrod’s appointment to the Board.

  115. Intuit’s Equity Granting Policy for Senior Executives

    | Name | Grant date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Sh) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following Disclosure of Material Nonpublic Information | | Sasan K. Goodarzi | 7/25/2024 | 45,879 | 626.32 | 8,650,027 | 2.1% | | Sandeep S. Aujla | 7/25/2024 | 18,564 | 626.32 | 3,500,057 | 2.1% | | Laura A. Fennell | 7/25/2024 | 18,564 | 626.32 | 3,500,057 | 2.1% | | Mark Notarainni | 7/25/2024 | 17,901 | 626.32 | 3,375,055 | 2.1% | | Marianna Tessel | 7/25/2024 | 21,879 | 626.32 | 4,125,067 | 2.1% |

  116. Clawbacks

    Clawbacks We have adopted a clawback policy that complies with Nasdaq’s listing standards and applies to our executive officers (as defined in applicable SEC rules). This policy applies to all incentive-based compensation (as defined in applicable SEC rules), which includes performance-based awards granted under our 2005 Equity Incentive Plan and the cash bonus payments under the annual cash incentive plan in which our executive officers participate. In the event that we are required to restate our financial statements because of material non-compliance with financial reporting requirements under federal securities laws, this policy requires us to seek recovery of excess incentive-based compensation received by executives over the three fiscal years preceding the restatement. In addition, our 2005 Equity Incentive Plan, which is the only plan through which we may grant equity awards to our employees, contains a clawback provision that applies to all participants. This provision provides that, in the event we issue a restatement of our financial results for any period in the previous three fiscal years, the Compensation Committee, in its discretion, may require a participant to repay or forfeit a portion of both time- and performance-based awards that the committee determines was in excess of the amount that would have been granted, earned, or vested during such period based on the restated results. This provision in combination with our clawback policy permits the Compensation Committee to recoup both time- and performance-based equity awards in the event of a restatement of our financial results.

  117. Fiscal Year 2024 Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Sasan K. Goodarzi President and Chief Executive Officer | 2024 | 1,200,000(4) | 24,247,389 | 8,650,027 | 2,280,000(4) | 194,944(5) | 36,572,360 | | | 2023 | 1,100,000 | 17,840,333 | 6,375,096 | 1,980,000 | 10,000 | 27,305,429 | | | 2022 | 1,100,000 | 17,489,821 | 6,375,036 | 2,200,000 | 10,000 | 27,174,857 | | Sandeep S. Aujla Executive Vice President and Chief Financial Officer | 2024 | 770,000 | 10,560,586 | 3,500,057 | 877,800(6) | 11,300(7) | 15,719,743 | | Laura A. Fennell Executive Vice President and Chief People & Places Officer | 2024 | 770,000 | 10,625,794 | 3,500,057 | 877,800(6) | 10,000(8) | 15,783,651 | | | 2023 | 770,000 | 8,730,728 | 2,875,127 | 831,600 | 10,000 | 13,217,455 | | | 2022 | 700,000 | 9,506,960 | 3,125,020 | 700,000 | 10,000 | 14,041,980 | | Mark Notarainni Executive Vice President and General Manager, Consumer Group | 2024 | 725,000 | 10,125,439 | 3,375,055 | 688,750 | 11,300(7) | 14,925,544 | | Marianna Tessel Executive Vice President and General Manager, Global Business Solutions Group | 2024 | 770,000 | 12,500,970 | 4,125,067 | 877,800(6) | 12,600(7) | 18,286,437 | | | 2023 | 770,000 | 10,980,607 | 3,625,026 | 831,600 | 10,992 | 16,218,225 | | | 2022 | 700,000 | 9,375,560 | 3,125,020 | 700,000 | 13,150 | 13,913,730 |

  118. Grants of Plan-Based Awards During Fiscal Year 2024

    Grants of Plan-Based Awards During Fiscal Year 2024 The following table provides information about PSUs and RSUs granted to the NEOs under our 2005 Equity Incentive Plan during fiscal 2024, and cash awards for which the NEOs were eligible in fiscal 2024 under the IPI.

  119. Grants of Plan-Based Awards During Fiscal Year 2024

    | | | Board Approval Date | Estimated Possible Payouts Under Non–Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards(2) | Grant Date Fair Value of Stock Awards(3) | | Name | Grant Date | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Shares (#) | ($) | | Sasan K. Goodarzi | 7/25/2024 | 7/25/2024 | | | 10,761 | 26,903 | 53,806 | — | 15,597,283(4) | | | 7/25/2024 | 7/25/2024 | | | — | — | — | 13,811 | 8,650,106(5) | | | | | 2,400,000 | 3,600,000 | — | — | — | — | — | | | | | | | | | | | 24,247,389 | | Sandeep S. Aujla | 8/11/2023 | 8/11/2023 | | | — | — | — | 120 | 59,732(6) | | | 7/25/2024 | 7/24/2024 | | | 4,354 | 10,886 | 21,772 | — | 7,000,351(4) | | | 7/25/2024 | 7/24/2024 | | | | — | — | 5,589 | 3,500,503(7) | | | | | 924,000 | 1,386,000 | — | — | — | — | — | | | | | | | | | | | 10,560,586 | | Laura A. Fennell | 8/11/2023 | 8/11/2023 | | | — | — | — | 251 | 124,940(6) | | | 7/25/2024 | 7/24/2024 | | | 4,354 | 10,886 | 21,772 | — | 7,000,351(4) | | | 7/25/2024 | 7/24/2024 | | | — | — | — | 5,589 | 3,500,503(5) | | | | | 924,000 | 1,386,000 | — | — | — | — | — | | | | | | | | | | | 10,625,794 | | Mark Notarainni | 7/25/2024 | 7/24/2024 | | | 4,199 | 10,497 | 20,994 | — | 6,750,201(4) | | | 7/25/2024 | 7/24/2024 | | | — | — | — | 5,389 | 3,375,238(7) | | | | | 725,000 | 1,087,500 | — | — | — | — | — | | | | | | | | | | | 10,125,439 | | Marianna Tessel | 8/11/2023 | 8/11/2023 | | | — | — | — | 251 | 124,940(6) | | | 7/25/2024 | 7/24/2024 | | | 5,132 | 12,830 | 25,660 | — | 8,250,460(4) | | | 7/25/2024 | 7/24/2024 | | | — | — | — | 6,587 | 4,125,570(7) | | | | | 924,000 | 1,386,000 | — | — | — | — | — | | | | | | | | | | | 12,500,970 |

  120. Grants of Plan-Based Awards During Fiscal Year 2024

    (1)Represents awards that could have been earned under the IPI based on performance in fiscal 2024. These columns show the awards that were possible at the Target and Maximum levels of performance. The maximum award that could have been earned by each NEO was the lesser of 150% of the Target or $5 million. (2)Awards made pursuant to Intuit’s 2005 Equity Incentive Plan. With respect to the PSUs described in footnote (4) that may be earned depending on Intuit’s relative TSR, the “Threshold” column reflects the number of PSUs that will be earned if the lowest TSR performance goals are achieved, the “Target” column reflects the number of PSUs that will be earned if the TSR performance goals are achieved at target levels, and the “Maximum” column reflects the maximum number of PSUs that could be earned if the highest level of performance is achieved. The RSUs described in footnotes (5) and (7) are subject to service-based vesting and will vest upon the completion of the specified service period or, otherwise, be forfeited. (3)These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. Under FASB ASC Topic 718, the total grant date fair value of the PSUs described in footnote (4), which may be earned depending on Intuit’s relative TSR, remains the same whether the maximum, target, or below target number of PSUs is earned. The grant date fair values of the RSUs described in footnotes (5) and (7) and the MSPP matching RSUs described in footnote (6) were calculated using the closing price of Intuit’s common stock on the date of grant. (4)Depending on Intuit’s relative TSR for the 12-, 24- and 36-month periods ending July 31, 2025, July 31, 2026, and July 31, 2027, compared to TSR for a pre-established peer group, and so long as the executive remains employed by Intuit following each such date, the earned portion of these PSUs will vest on September 1, 2027. Shares in respect of Mr. Goodarzi’s earned PSUs will be issued one year after the vesting date. (5)These RSUs will vest as to 12.5% of the shares on December 31, 2024, and thereafter 6.25% of the shares quarterly through July 1, 2028. Shares in respect of Mr. Goodarzi’s RSUs will be issued one year after the applicable vesting dates. (6)Represents Intuit matching grants of RSUs under the MSPP with respect to deferrals of fiscal 2023 bonuses. The bonuses were paid and deferred in early fiscal 2024, and the matching grants vest on the third anniversary of the grant date. (7)These RSUs will vest as to 25% of the shares on July 1, 2025, and thereafter 6.25% of the shares quarterly through July 1, 2028.

  121. Grants of Plan-Based Awards During Fiscal Year 2024

    | 64 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Grants of Plan-Based Awards During Fiscal Year 2024 |

  122. Grants of Plan-Based Awards During Fiscal Year 2024

    The following table provides information about stock options granted to the NEOs under our 2005 Equity Incentive Plan during fiscal 2024.

  123. Grants of Plan-Based Awards During Fiscal Year 2024

    | Name | Grant Date | Board Approval Date | All Other Option Awards: Number of Securities Underlying Options (#)(1) | Exercise or Base Price of Options ($/share) | Grant Date Fair Value of Option Awards ($)(2) | | Sasan K. Goodarzi | 7/25/2024 | 7/25/2024 | 45,879 | 626.32 | 8,650,027 | | Sandeep S. Aujla | 7/25/2024 | 7/24/2024 | 18,564 | 626.32 | 3,500,057 | | Laura A. Fennell | 7/25/2024 | 7/24/2024 | 18,564 | 626.32 | 3,500,057 | | Mark Notarainni | 7/25/2024 | 7/24/2024 | 17,901 | 626.32 | 3,375,055 | | Marianna Tessel | 7/25/2024 | 7/24/2024 | 21,879 | 626.32 | 4,125,067 |

  124. Grants of Plan-Based Awards During Fiscal Year 2024

    (1)These awards vest as to 25% of the options on July 25, 2025, and 2.083% of the options each month thereafter over the next three years. (2)These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718.

  125. Grants of Plan-Based Awards During Fiscal Year 2024

    | Grants of Plan-Based Awards During Fiscal Year 2024 | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 65 |

  126. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table provides information with respect to outstanding stock options held by the NEOs as of July 31, 2024.

  127. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Outstanding Option Awards | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | | Sasan K. Goodarzi | 54,162 | — | 216.64 | 07/26/18 | 07/25/25 | | | 61,028 | — | 281.60 | 07/25/19 | 07/24/26 | | | 63,458 | — | 303.94 | 07/30/20 | 07/29/27 | | | 35,302 | 11,768(1) | 525.51 | 07/29/21 | 07/28/28 | | | 23,308 | 23,308(2) | 448.59 | 07/28/22 | 07/27/29 | | | 10,858 | 32,575(3) | 496.53 | 07/27/23 | 07/26/30 | | | — | 45,879(4) | 626.32 | 07/25/24 | 07/24/31 | | Sandeep S. Aujla | 1,670 | — | 303.94 | 07/30/20 | 07/29/27 | | | 4,605 | 1,535(1) | 525.51 | 07/29/21 | 07/28/28 | | | 4,684 | 14,052(3) | 496.53 | 07/27/23 | 07/26/30 | | | — | 18,564(4) | 626.32 | 07/25/24 | 07/24/31 | | Laura A. Fennell | 26,700 | — | 281.60 | 07/25/19 | 07/24/26 | | | 25,049 | — | 303.94 | 07/30/20 | 07/29/27 | | | 13,047 | 4,349(1) | 525.51 | 07/29/21 | 07/28/28 | | | 11,425 | 11,426(2) | 448.59 | 07/28/22 | 07/27/29 | | | 4,897 | 14,691(3) | 496.53 | 07/27/23 | 07/26/30 | | | — | 18,564(4) | 626.32 | 07/25/24 | 07/24/31 | | Mark Notarainni | 9,810 | — | 303.94 | 07/30/20 | 07/29/27 | | | 9,210 | 3,070(1) | 525.51 | 07/29/21 | 07/28/28 | | | 5,941 | 5,942(2) | 448.59 | 07/28/22 | 07/27/29 | | | 4,258 | 12,775(3) | 496.53 | 07/27/23 | 07/26/30 | | | — | 17,901(4) | 626.32 | 07/25/24 | 07/24/31 | | Marianna Tessel | 7,385 | — | 216.64 | 07/26/18 | 07/25/25 | | | 34,329 | — | 281.60 | 07/25/19 | 07/24/26 | | | 31,729 | — | 303.94 | 07/30/20 | 07/29/27 | | | 16,884 | 5,628(1) | 525.51 | 07/29/21 | 07/28/28 | | | 11,425 | 11,426(2) | 448.59 | 07/28/22 | 07/27/29 | | | 6,174 | 18,523(3) | 496.53 | 07/27/23 | 07/26/30 | | | — | 21,879(4) | 626.32 | 07/25/24 | 07/24/31 |

  128. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1)This award vested as to 25% of the options on July 29, 2022 and 2.083% of the options each month thereafter. (2)This award vested as to 25% of the options on July 28, 2023 and 2.083% of the options each month thereafter. (4)This award will vest as to 25% of the options on July 25, 2025 and 2.083% of the options each month thereafter.

  129. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 66 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Outstanding Equity Awards at Fiscal 2024 Year-End |

  130. Outstanding Equity Awards at Fiscal 2024 Year-End

    The following table provides information with respect to outstanding RSUs held by the NEOs as of July 31, 2024, excluding deferred stock units purchased by the NEOs under the MSPP. The MSPP is described in greater detail in the Compensation Discussion and Analysis section of this proxy statement. The market value of the awards is determined by multiplying the number of unvested shares or units by $647.35, the closing price of Intuit’s common stock on Nasdaq on July 31, 2024, the last trading day of fiscal 2024. For those awards that are subject to performance-based conditions as described in the footnotes below, the number of shares reflects performance assuming achievement at target unless otherwise noted.

  131. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Outstanding Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Sasan K. Goodarzi | 07/29/21 | 2,736(1) | 1,771,150 | | | | | 07/29/21 | 19,357(2) | 12,530,754 | | | | | 07/28/22 | 7,106(3) | 4,600,069 | | | | | 07/28/22 | | | 26,528(4) | 17,172,901 | | | 07/27/23 | 9,630(5) | 6,233,981 | | | | | 07/27/23 | | | 25,315(6) | 16,387,665 | | | 07/25/24 | 13,811(7) | 8,940,551 | | | | | 07/25/24 | | | 26,903(8) | 17,415,657 | | Sandeep S. Aujla | 07/29/21 | 357(9) | 231,104 | | | | | 07/29/21 | 2,615(10) | 1,692,820 | | | | | 08/13/21 | 129(11) | 83,508 | | | | | 04/18/22 | 18,655(12) | 12,076,314 | | | | | 08/12/22 | 105(11) | 67,972 | | | | | 07/27/23 | 4,154(13) | 2,689,092 | | | | | 07/27/23 | | | 10,989(14) | 7,113,729 | | | 08/11/23 | 120(11) | 77,682 | | | | | 07/25/24 | 5,589(15) | 3,618,039 | | | | | 07/25/24 | | | 10,886(16) | 7,047,052 | | Laura A. Fennell | 07/29/21 | 1,011(17) | 654,471 | | | | | 07/29/21 | 7,143(10) (18) | 4,624,021 | | | | | 08/13/21 | 233(11) (19) | 150,833 | | | | | 07/28/22 | 3,484(20) | 2,255,367 | | | | | 07/28/22 | | | 12,997(21) (22) | 8,413,608 | | | 08/12/22 | 210(11) (23) | 135,944 | | | | | 07/27/23 | 4,344(24) | 2,812,088 | | | | | 07/27/23 | | | 11,416(14) (25) | 7,390,148 | | | 08/11/23 | 249(11) (26) | 161,190 | | | | | 07/25/24 | 5,589(27) | 3,618,039 | | | | | 07/25/24 | | | 10,886(16) | 7,047,052 |

  132. Outstanding Equity Awards at Fiscal 2024 Year-End

    | Outstanding Equity Awards at Fiscal 2024 Year-End | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 67 |

  133. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Outstanding Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mark Notarainni | 07/29/21 | 714(9) | 462,208 | | | | | 07/29/21 | 5,230(10) | 3,385,641 | | | | | 07/28/22 | 1,812(28) | 1,172,998 | | | | | 07/28/22 | | | 6,896(21) | 4,464,126 | | | 07/27/23 | 3,776(13) | 2,444,394 | | | | | 07/27/23 | | | 9,990(14) | 6,467,027 | | | 07/25/24 | 5,389(15) | 3,488,569 | | | | | 07/25/24 | | | 10,497(16) | 6,795,233 | | Marianna Tessel | 07/29/21 | 1,309(9) | 847,381 | | | | | 07/29/21 | 9,589(10) | 6,207,439 | | | | | 07/28/22 | 3,484(28) | 2,255,367 | | | | | 07/28/22 | | | 13,261(21) | 8,584,508 | | | 08/12/22 | 216(11) | 139,828 | | | | | 07/27/23 | 5,475(13) | 3,544,241 | | | | | 07/27/23 | | | 14,485(14) | 9,376,865 | | | 08/11/23 | 251(11) | 162,485 | | | | | 07/25/24 | 6,587(15) | 4,264,094 | | | | | 07/25/24 | | | 12,830(16) | 8,305,501 |

  134. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1)These RSUs vested as to 25% of the shares on July 1, 2022, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (2)Based on the performance goals achieved as of July 31, 2024, these PSUs vested on September 1, 2024 and will be issued on September 1, 2025. Because the recipient is retirement eligible for purposes of this award, 692 additional shares vested in December 2023 in order to cover required employment taxes (and income taxes related to such vesting). (3)These RSUs vested as to 25% of the shares on July 1, 2023, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (4)Depending upon Intuit’s TSR for the three-year period ending July 31, 2025, compared to TSR of a pre-established peer group, the earned portion of these PSUs will vest on September 1, 2025, and will be issued on September 1, 2026. Because the recipient is retirement eligible for purposes of this award, 524 additional shares vested in December 2023 in order to cover required employment taxes (and income taxes related to such vesting). (5)These RSUs vested as to 12.5% of the shares on December 31, 2023, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (6)Depending upon Intuit’s TSR for the three-year period ending July 31, 2026, compared to TSR for a pre-established peer group, the earned portion of these PSUs will vest on September 1, 2026, and will be issued on September 1, 2027. Because the recipient is retirement eligible for purposes of this award, 158 additional shares vested in December 2023 in order to cover required employment taxes (and income taxes related to such vesting). (7)These RSUs will vest as to 12.5% of the shares on December 31, 2024, and as to 6.25% each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (8)Depending upon Intuit’s TSR for the three-year period ending July 31, 2027, compared to TSR for a pre-established peer group, the earned portion of these PSUs will vest on September 1, 2027, and will be issued on September 1, 2028. (9)These RSUs vested as to 25% of the shares on July 1, 2022, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (10)Based on the performance goals achieved as of July 31, 2024, these PSUs vested on September 1, 2024. (11)Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date. (12)These RSUs vested as to 25% of the shares on April 1, 2023, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (13)These RSUs vested as to 25% of the shares on July 1, 2024, and will vest as to 6.25% of the shares each quarter thereafter. (14)Depending upon Intuit’s TSR for the three-year period ending July 31, 2026 compared to TSR for a pre-established peer group, the earned portion of these PSUs will vest on September 1, 2026.

  135. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 68 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Outstanding Equity Awards at Fiscal 2024 Year-End |

  136. Outstanding Equity Awards at Fiscal 2024 Year-End

    (15)These RSUs will vest as to 25% of the shares on July 1, 2025, and as to 6.25% of the shares each quarter thereafter. (16)Depending upon Intuit’s TSR for the three-year period ending July 31, 2027, compared to TSR for a pre-established peer group, the earned portion of these PSUs will vest on September 1, 2027. (17)These RSUs vested as to 12.5% of the shares on December 31, 2021, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (18)Because the recipient is retirement eligible for purposes of this award, 50, 110, and 106 additional shares vested in December 2021, 2022, and 2023, respectively, in order to cover required employment taxes (and income taxes related to such vesting). (19)Because the recipient is retirement eligible for purposes of this award, 2, 4, and 4 additional shares vested in December 2021, 2022, and 2023, respectively, in order to cover required employment taxes (and income taxes related to such vesting). (20)These RSUs vested as to 12.5% of the shares on December 31, 2022, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (21)Depending upon Intuit’s TSR for the three-year period ending July 31, 2025, compared to TSR for a pre-established peer group, the earned portion of these PSUs will vest on September 1, 2025. (22)Because the recipient is retirement eligible for purposes of this award, 82 and 182 additional shares vested in December 2022 and 2023, respectively, in order to cover required employment taxes (and income taxes related to such vesting). (23)Because the recipient is retirement eligible for purposes of this award, 2 and 4 additional shares vested in December 2022 and 2023, respectively, in order to cover required employment taxes (and income taxes related to such vesting). (24)These RSUs vested as to 12.5% of the shares on December 31, 2023, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (25)Because the recipient is retirement eligible for purposes of this award, 72 additional shares vested in December 2023 in order to cover required employment taxes (and income taxes related to such vesting). (26)Because the recipient is retirement eligible for purposes of this award, 2 additional shares vested in December 2023 in order to cover required employment taxes (and income taxes related to such vesting). (27)These RSUs will vest as to 12.5% of the shares on December 31, 2024, and as to 6.25% of the shares each quarter thereafter. (28)These RSUs vested as to 25% of the shares on July 1, 2023, and have vested and will vest as to 6.25% of the shares each quarter thereafter.

  137. Option Exercises and Stock Vested During Fiscal Year 2024

    Option Exercises and Stock Vested During Fiscal Year 2024 The following table shows information about stock option exercises and vesting of RSUs for each of the NEOs during fiscal 2024, including the value realized upon exercise or vesting. The table excludes deferred stock units purchased by the NEOs under the MSPP, which is described in greater detail in the Compensation Discussion and Analysis section of this proxy statement.

  138. Option Exercises and Stock Vested During Fiscal Year 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Sasan K. Goodarzi | 78,170 | 33,899,968 | 60,483(1) | 34,131,203 | | Sandeep S. Aujla | 10,732 | 2,564,749 | 18,246 | 10,831,115 | | Laura A. Fennell | 29,543 | 11,149,994 | 23,849 | 13,470,506 | | Mark Notarainni | 6,876 | 1,639,588 | 18,545 | 10,482,499 | | Marianna Tessel | 6,978 | 2,729,340 | 30,025 | 16,956,901 |

  139. Option Exercises and Stock Vested During Fiscal Year 2024

    (1)Includes 56,469 of shares vested as of July 31, 2024 that are not released. Mr. Goodarzi’s awards are generally released one year after vesting, with the exception of 4,014 shares released to cover certain taxes.

  140. Option Exercises and Stock Vested During Fiscal Year 2024

    | Option Exercises and Stock Vested During Fiscal Year 2024 | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 69 |

  141. Non-Qualified Deferred Compensation for Fiscal Year 2024

    Non-Qualified Deferred Compensation for Fiscal Year 2024 The following table shows the non-qualified deferred compensation activity for each of the NEOs during fiscal 2024. The NQDCP and MSPP are described in the Compensation Discussion and Analysis section of this proxy statement.

  142. Non-Qualified Deferred Compensation for Fiscal Year 2024

    | Name | Plan | Aggregate Balance at July 31, 2023 ($) | | Executive Contributions in Fiscal 2024 ($)(1) | | Aggregate Earnings/(Losses) in Fiscal 2024 ($)(2) | | Aggregate Withdrawals/ Distributions in Fiscal 2024 ($) | | Aggregate Balance at July 31, 2024 ($) | | Sasan K. Goodarzi | NQDCP | | 11,400,690 | | 1,151,885 | | 1,240,092 | | — | 13,792,667(3) | | | MSPP | | — | | — | | — | | — | — | | | Total | | 11,400,690 | | 1,151,885 | | 1,240,092 | | — | 13,792,667 | | Sandeep S. Aujla | NQDCP | | — | | — | | — | | — | — | | | MSPP | | 223,101 | | 59,733 | | 48,500 | | (102,172) | 229,162 | | | Total | | 223,101 | | 59,733 | | 48,500 | | (102,172) | 229,162 | | Laura A. Fennell | NQDCP | | — | | — | | — | | — | — | | | MSPP | | 410,895 | | 124,941 | | 97,778 | | (173,995) | 459,619 | | | Total | | 410,895 | | 124,941 | | 97,778 | | (173,995) | 459,619 | | Mark Notarainni | NQDCP | | — | | — | | — | | — | — | | | MSPP | | — | | — | | — | | — | — | | | Total | | — | | — | | — | | — | — | | Marianna Tessel | NQDCP | | — | | — | | — | | — | — | | | MSPP | | 286,553 | | 124,939 | | 64,815 | | (173,995) | 302,312 | | | Total | | 286,553 | | 124,939 | | 64,815 | | (173,995) | 302,312 |

  143. Non-Qualified Deferred Compensation for Fiscal Year 2024

    (1)Amounts shown in this column for the NQDCP are included in the “Salary” or “Stock Awards” columns of the Fiscal Year 2024 Summary Compensation Table. Amounts shown in this column for the MSPP were contributed from amounts earned for fiscal 2023 under the cash bonus plan, which were paid in August 2023. (2)None of the amounts shown in this column are included in the Fiscal Year 2024 Summary Compensation Table because they are not preferential or above-market. (3)Mr. Goodarzi has contributed an additional $7,880,519 to the NQDCP that was previously reported in the Fiscal Year 2024 Summary Compensation Table for fiscal years prior to fiscal 2024. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.

  144. Potential Payments Upon Termination of Employment or Change in Control

    Potential Payments Upon Termination of Employment or Change in Control Described below are the individual arrangements Intuit has entered into with each of our NEOs and the estimated payments and benefits that would be provided under these arrangements, assuming hypothetically that the executive’s employment terminated under certain circumstances as of July 31, 2024, and using the closing price of our common stock on July 31, 2024, the last trading day of fiscal 2024 ($647.35 per share). Certain benefits shown in the tables below are provided to all recipients of Intuit equity awards, not solely to NEOs. For example: •stock options, PSUs and RSUs (including matching RSUs under the MSPP) generally provide for 100% acceleration of vesting upon termination due to death or disability, with the number of PSUs vesting based on actual performance for any completed performance period and target performance for any incomplete performance period; •stock options and RSUs (including matching RSUs under the MSPP) generally provide for pro rata vesting upon a recipient’s involuntary termination within one year following a change in control;

  145. Potential Payments Upon Termination of Employment or Change in Control

    | 70 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Non-Qualified Deferred Compensation for Fiscal Year 2024 |

  146. Potential Payments Upon Termination of Employment or Change in Control

    •stock options, PSUs, and RSUs (including matching RSUs under the MSPP) generally provide for pro rata vesting upon a recipient’s retirement; •PSUs generally provide for pro rata vesting upon a recipient’s involuntary termination or retirement based on actual performance for any completed performance period and target performance for any incomplete performance period; and •PSUs generally provide for accelerated vesting based on actual performance in the event of a change in control. Mr. Goodarzi and Ms. Fennell would have been the only NEOs eligible for retirement, for purposes of such stock option, PSU, and RSU vesting, had their employment been terminated as of July 31, 2024. Intuit does not generally provide for any special severance payments or acceleration of equity upon an NEO’s termination for cause or resignation without good reason. Under the NQDCP, participants will be eligible to receive their vested benefits under the plan upon termination of employment for any reason, and they will be eligible to receive discretionary company contributions and the related earnings upon their termination due to disability or death or following a change in control of Intuit, as described above under Other Benefits.

  147. Sasan K. Goodarzi

    | Potential Payments Upon Termination of Employment or Change in Control | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 71 |

  148. Laura A. Fennell

    | 72 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Potential Payments Upon Termination of Employment or Change in Control |

  149. Marianna Tessel

    | Potential Payments Upon Termination of Employment or Change in Control | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 73 |

  150. CEO Pay Ratio

    CEO Pay Ratio Mr. Goodarzi’s annual total compensation for fiscal 2024 was $36,572,360, as reported in the Fiscal Year 2024 Summary Compensation Table of this proxy statement. The fiscal 2024 annual total compensation for our median employee was $200,562 as determined under Item 402(u) of Regulation S-K. The ratio of our CEO’s annualized total compensation to our median employee’s annual total compensation for fiscal 2024 was 182 to 1. In fiscal 2023, we identified our median employee from all full-time, part-time, and seasonal workers (other than the CEO) in the U.S., Canada, India, and the United Kingdom who were included as employees on our payroll records as of June 30, 2023, based on gross wages paid during the 12 months ending on that date. For permanent employees hired during those 12 months, compensation was annualized to reflect a full year of wages. Compensation for international employees was converted to U.S. dollar equivalents using exchange rates as of the determination date. As permitted by SEC rules, we excluded approximately 168 employees located in Australia, 34 employees located in Singapore, 22 employees located in France, 1 employee located in Brazil, and 1 employee located in Ireland who in the aggregate represented approximately 1.3% of our 17,335 employees, resulting in an employee population of 17,109 for purposes of this computation. In fiscal 2024, we used the same median employee as we did for fiscal 2023 in our pay ratio calculation because there were no changes in our employee population or employee compensation arrangement in fiscal 2024 that we reasonably believe would result in a significant change to our pay ratio disclosures. The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulations S-K. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios.

  151. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Exchange Act, we are providing the following information about the relationship between the ‘‘Compensation Actually Paid” (as computed in accordance with SEC rules) to our CEO and non-CEO NEOs (as a group) and certain financial performance measures. The amounts of “Compensation Actually Paid” reflect the Summary Compensation Table total with certain adjustments as described in the following table and footnotes. We discuss our pay-for-performance philosophy and how we align executive compensation with our performance in the Compensation Discussion and Analysis section above.

  152. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(1) | Average Summary Compensation Table Total For Non-CEO NEO ($)(1) | Average Compensation Actually Paid to Non-CEO NEO ($)(1) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in millions) | Company Selected Performance Measure: Revenue(4) ($ in millions) | | | | | | | Total Shareholder Return ($)(2) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | 36,572,360 | 61,326,002 | 16,178,844 | 25,795,683 | 216.61 | 214.72 | 2,963 | 16,285 | | 2023 | 27,305,429 | 34,871,125 | 11,557,818 | 14,414,929 | 170.19 | 156.68 | 2,384 | 14,368 | | 2022 | 27,174,857 | 18,442,842 | 13,385,497 | 9,760,839 | 150.61 | 124.74 | 2,066 | 12,726 | | 2021 | 24,929,237 | 82,944,429 | 12,290,493 | 39,367,120 | 174.01 | 138.33 | 2,062 | 9,633 |

  153. Pay Versus Performance

    (1)The named executives included in the above table were:

  154. Pay Versus Performance

    | Fiscal Year | CEO | Non-CEO NEOs | | 2024 | Sasan K. Goodarzi | Sandeep S. Aujla, Laura A. Fennell, Mark Notarainni, and Marianna Tessel | | 2023 | Sasan K. Goodarzi | Michelle M. Clatterbuck, J. Alexander Chriss, Laura A. Fennell, and Marianna Tessel | | 2022 | Sasan K. Goodarzi | Michelle M. Clatterbuck, J. Alexander Chriss, Laura A. Fennell, and Marianna Tessel | | 2021 | Sasan K. Goodarzi | Michelle M. Clatterbuck, J. Alexander Chriss, Gregory N. Johnson, and Marianna Tessel |

  155. Pay Versus Performance

    (2)TSR for each of fiscal 2024, 2023, 2022, and 2021 is cumulative, reflecting the value of a fixed $100 investment beginning with the market close on July 31, 2020, the last trading day before fiscal 2021, through and including the end of the respective listed fiscal years, and that all dividends were reinvested.

  156. Pay Versus Performance

    | CEO Pay Ratio | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 75 |

  157. Pay Versus Performance

    (3)The peer group for this purpose is the Morgan Stanley Technology Index, which is the industry peer group we use for purposes of Item 201(e) of Regulation S-K. (4)Our company selected financial measure, as required by Item 402(v) of Regulation S-K, is revenue, which, in our assessment, represents the most important financial performance measure linking fiscal 2024 NEO Compensation Actually Paid to company performance. To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

  158. Pay Versus Performance

    | | Fiscal 2024 | | | | CEO $ | Average for Non-CEO NEOs $ | | SCT Total | 36,572,360 | 16,178,844 | | Adjustments | | | | Deduction: Amounts reported under “Stock Awards” and “Option Awards” column in the SCT (1) | (32,897,416) | (14,578,256) | | Addition: Year-end fair value of equity awards granted in the fiscal year (2) | 34,239,530 | 15,172,056 | | Addition: Fair value of awards on the vesting date for awards granted and vested during the fiscal year (2) | — | 77,403 | | Addition: Change in fair value from prior year-end to current year-end of awards granted in prior years that were outstanding and unvested as of fiscal year-end (2) | 8,668,369 | 2,430,144 | | Addition: Change in fair value from prior year-end to vesting date of awards granted in prior fiscal years that vested during the fiscal year (2) | 14,743,159 | 6,515,492 | | Compensation Actually Paid | 61,326,002 | 25,795,683 |

  159. Pay Versus Performance

    (1)Represents the grant date fair value of the equity-based awards computed in accordance with FASB ASC Topic 718 and disclosed in the SCT. (2)Reflects the adjustments made based on the value of equity awards calculated in accordance with the SEC methodology for determining CAP. The valuation assumptions used to calculate the fair values did not materially differ from those disclosed at the time of grant.

  160. Financial Performance Measures

    | 76 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Pay Versus Performance |

  161. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the Compensation Discussion and Analysis, our executive compensation program reflects a pay-for-performance philosophy. While we use several performance measures to align executive compensation with our performance, as contemplated by SEC rules, not all of these measures are presented in the Pay Versus Performance table. Moreover, the Compensation Committee generally seeks to incentivize long-term performance and therefore does not seek to specifically align the performance measures with Compensation Actually Paid for a particular fiscal year. However, in accordance with Item 402(v) of Regulation S-K of the Exchange Act, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. The graphs below show the relationship of the CAP of our CEO and the average CAP of our non-CEO NEOs in fiscal 2021, 2022, 2023, and 2024 to (1) our TSR and the Peer Group TSR, (2) net income, and (3) revenue.

  162. Compensation Actually Paid versus TSR

    Compensation Actually Paid versus TSR

  163. Compensation Actually Paid versus TSR

    | | CEO Compensation Actually Paid | | Non-CEO NEO Average Compensation Actually Paid | | TSR | | Peer Group TSR |

  164. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  165. Compensation Actually Paid versus Net Income

    | | CEO Compensation Actually Paid | | Non-CEO NEO Average Compensation Actually Paid | | Net Income |

  166. Compensation Actually Paid versus Net Income

    | Pay Versus Performance | Executive Compensation Tables | INTUIT 2025 Proxy Statement | 77 |

  167. Compensation Actually Paid versus Revenue

    Compensation Actually Paid versus Revenue

  168. Compensation Actually Paid versus Revenue

    | | CEO Compensation Actually Paid | | Non-CEO NEO Average Compensation Actually Paid | | Revenue |

  169. Compensation Actually Paid versus Revenue

    | 78 | INTUIT 2025 Proxy Statement | Executive Compensation Tables | Pay Versus Performance |

  170. Compensation Actually Paid versus Revenue

    Proposal No. 3 – Ratification of Selection of Independent Registered Public Accounting Firm Intuit’s Audit and Risk Committee has selected Ernst & Young LLP as the independent registered public accounting firm to perform the audit of Intuit’s consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending July 31, 2025. As a matter of good corporate governance, we are asking stockholders to ratify this selection. If the selection of Ernst & Young is not ratified, the Audit and Risk Committee will consider whether it should select another independent registered public accounting firm.