DEF 14A of Intuit Inc., Nov 22, 2023

DEF 14A of Intuit Inc.

Filed Nov 22, 2023 · FY20230001104659-23-120800

Open on EDGAR

  1. Board Nominees and Committee Membership

    Board Nominees and Committee Membership The following table provides summary information about each director nominee.

  2. Board Nominees and Committee Membership

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

  3. Board Nominees and Committee Membership

    Blue “C” indicates a committee chair.

  4. Board Nominees and Committee Membership

    | 6 | INTUIT 2024 Proxy Statement | Proxy Summary |

  5. Board Nominees and Committee Membership

    Executive Compensation Highlights

  6. Performance-Based Payouts

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

  7. 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. Three of our nine continuing independent director nominees have served on our Board for five or fewer years. We describe the Nominating and Governance Committee’s processes for identifying director nominees and reviewing the Board’s composition in the Corporate Governance section.

  8. Board Refreshment

    | 26 | INTUIT 2024 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees |

  9. Board Refreshment

    | Eve Burton Executive Vice President and Chief Legal Officer, The Hearst Corporation Independent | Director since: 2016 Committees: Nominating and Governance (Chair), Audit and Risk Age: 65 | |

  10. Board Refreshment

    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.

  11. Other Affiliations

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

  12. Education

    Education • Bachelor of Arts, Hampshire College • Juris Doctor, Columbia Law School

  13. Key Skills and Experience

    Key Skills and Experience • Legal and business experience as an EVP and the chief legal officer for a global company engaged in a broad range of diversified communications and software businesses, including consumer and digital media, health, transportation, and financial services, as well as strategic partnerships and investments • Insights into operational and security issues facing online consumer services companies and business-to-business software companies • Expertise in the technology, go-to-market, and public policy domains • “Financial sophistication” (in accordance with Nasdaq listing standards)

  14. Other Public Company Boards

    Other Public Company Boards None

  15. Other Public Company Boards

    | Scott D. Cook Founder, Intuit Inc. | Director since: 1984 Committees: None Age: 71 | |

  16. Professional Background

    Professional Background

  17. Intuit

    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.

  18. Education

    Education • Bachelor of Arts, Economics and Mathematics, University of Southern California • Master of Business Administration, Harvard Business School

  19. Key Skills and Experience

    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

  20. Key Skills and Experience

    | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement | 27 |

  21. Key Skills and Experience

    | Richard L. Dalzell Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. Independent | Director since: 2015 Committees: Acquisition (Chair), Audit and Risk Age: 66 | |

  22. Amazon

    Amazon • Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer, 2001-2007 • Senior Vice President and Chief Information Officer, 2000-2001 • Vice President and Chief Information Officer, 1997-2000 Before he joined Amazon, Mr. Dalzell was Vice President of the Information Systems Division at Walmart Inc. for three years. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until it was acquired by Verizon Communications Inc. in 2015. He also served as a director of Twilio, Inc. from 2014 to 2023, where he was a member of the Nominating and Governance Committee.

  23. Education

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

  24. Key Skills and Experience

    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

  25. Other Public Company Boards

    Other Public Company Boards None

  26. Other Public Company Boards

    | Sasan K. Goodarzi President and Chief Executive Officer, Intuit Inc. | Director since: 2019 Committees: None Age: 55 | |

  27. Professional Background

    Professional Background

  28. Intuit

    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.

  29. Education

    Education • Bachelor of Science, Electrical Engineering, University of Central Florida • Master of Business Administration, Kellogg School of Management at Northwestern University

  30. Key Skills and Experience

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

  31. Key Skills and Experience

    | 28 | INTUIT 2024 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees |

  32. Key Skills and Experience

    | Deborah Liu Chief Executive Officer, President and Director, Ancestry.com LLC Independent | Director since: 2017 Committees: Acquisition, Compensation and Organizational Development Age: 47 | |

  33. Ancestry.com, a family history and consumer genomics company

    Ancestry.com, a family history and consumer genomics company • Chief Executive Officer, President and member of the board of directors since March 2021

  34. Facebook (now Meta Platforms, Inc.)

    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.

  35. Other Affiliations

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

  36. Education

    Education • Bachelor of Science, Civil Engineering, Duke University • Master of Business Administration, Stanford Graduate School of Business

  37. Key Skills and Experience

    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

  38. Other Public Company Boards

    Other Public Company Boards None

  39. Other Public Company Boards

    | Tekedra Mawakana Co-Chief Executive Officer, Waymo LLC Independent | Director since: 2020 Committees: Compensation and Organizational Development, Nominating and Governance Age: 52 | |

  40. Professional Background

    Professional Background

  41. Waymo, an autonomous driving technology company

    Waymo, an autonomous driving technology company • Co-Chief Executive Officer since April 2021 • Chief Operating Officer, 2019-April 2021 • Chief External Officer, 2018-2019 • Global Head of Policy, 2017-2018 Prior to joining Waymo, Ms. Mawakana served as Vice President, Global Government Relations and Public Policy at eBay from 2016 to 2017 and Vice President and Deputy General Counsel, Global Public Policy at Yahoo from 2013 to 2016. She started her career at the DC-based law firm Steptoe & Johnson LLP.

  42. Other Affiliations

    Other Affiliations • Member of the Advisory Council to Boom Technology Inc. • Former Member of the Board of Industry Leaders of the Consumer Technology Association

  43. Education

    Education • Bachelor of Arts, Trinity College (now Trinity Washington University) • Juris Doctor, Columbia Law School

  44. Key Skills and Experience

    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

  45. Key Skills and Experience

    | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement | 29 |

  46. Key Skills and Experience

    | Suzanne Nora Johnson Former Vice Chairman, The Goldman Sachs Group Board Chair since: January 2022 Independent | Director since: 2007 Committees: Compensation and Organizational Development (Chair), Nominating and Governance Age: 66 | |

  47. The Goldman Sachs Group

    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.

  48. Other Affiliations

    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

  49. Education

    Education • Bachelor of Arts, University of Southern California • Juris Doctor, Harvard Law School

  50. Key Skills and Experience

    Key Skills and Experience • Valuable business experience managing large, complex, global institutions • Insights into how changes in the financial services industry, public policy and the macro-economic environment affect our businesses • Extensive knowledge of Intuit’s business and strategy and understanding of external perceptions that help to deliver effective oversight of the Board and management • Expertise in the product and go-to-market domains

  51. Other Public Company Boards

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

  52. Other Public Company Boards

    | Ryan Roslansky Chief Executive Officer, LinkedIn Corporation Independent | Director since: 2023 Committees: Acquisition, Compensation and Organizational Development Age: 45 | |

  53. Professional Background

    Professional Background

  54. LinkedIn

    LinkedIn • Chief Executive Officer since June 2020 • Chief Product Officer, 2009-2020 Prior to becoming CEO of LinkedIn, Mr. Roslansky held the role of global head of product and various roles in LinkedIn’s research and development organization. Prior to LinkedIn, Mr. Roslansky was senior vice president of products at Glam Media and held various product and general management positions at Yahoo!. He served on the board of directors of GoDaddy Inc. from 2018 to 2023, where he was a member of the Nominating and Governance Committee.

  55. Key Skills and Experience

    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

  56. Key Skills and Experience

    | 30 | INTUIT 2024 Proxy Statement | Proposal No. 1 Election of Directors | Our Board Nominees |

  57. Key Skills and Experience

    | Thomas Szkutak Former Senior Vice President and Chief Financial Officer, Amazon.com, Inc. Independent | Director since: 2018 Committees: Audit and Risk (Chair), Nominating and Governance Age: 62 | |

  58. Amazon

    Amazon • Senior Vice President and Chief Financial Officer, 2002-2015

  59. General Electric

    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.

  60. Education

    Education • Bachelor of Science, Business Administration, Boston University

  61. Key Skills and Experience

    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)

  62. Other Public Company Boards

    Other Public Company Boards None

  63. Other Public Company Boards

    | Raul Vazquez Chief Executive Officer and Director, Oportun Financial Corporation Independent | Director since: 2016 Committees: Acquisition, Audit and Risk Age: 52 | |

  64. Professional Background

    Professional Background

  65. Oportun Financial, a financial technology company

    Oportun Financial, a financial technology company • Chief Executive Officer, since 2012 Prior to joining Oportun, Mr. Vazquez spent nine years at Walmart in various senior leadership roles, including Executive Vice President and President of Walmart West, Chief Executive Officer of Walmart.com, and Executive Vice President of Global eCommerce for developed markets. Mr. Vazquez previously worked in startup companies in e-commerce, at a global strategy consulting firm focused on Fortune 100 companies, and as an industrial engineer for Baxter Healthcare. Mr. Vazquez served as a member of the board of directors of Staples, Inc. from 2013 to 2016.

  66. Other Affiliations

    Other Affiliations • Chair of the Federal Reserve Board’s Community Advisory Council, 2015-2017 • Consumer Financial Protection Bureau’s Consumer Advisory Board, 2016-2018

  67. Education

    Education • Bachelor of Science, Stanford University • Master of Science, Industrial Engineering, Stanford University • Master of Business Administration, The Wharton School at the University of Pennsylvania

  68. Key Skills and Experience

    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) Oportun Financial Corporation since 2019

  69. Key Skills and Experience

    | Our Board Nominees | Proposal No. 1 Election of Directors | INTUIT 2024 Proxy Statement | 31 |

  70. Key Skills and Experience

    | Eric S. Yuan Founder, Chief Executive Officer and Director, Zoom Video Communications, Inc. Independent | Director since: 2023 Committees: Audit and Risk, Nominating and Governance Age: 53 | |

  71. Key Skills and Experience

    Zoom Video Communication, an all-in-one intelligent collaboration platform • Chief Executive Officer, since 2011 Prior to founding Zoom in 2011, Mr. Yuan was corporate vice president of engineering at Cisco, where he was responsible for Cisco’s collaboration software development. Mr. Yuan was also one of the founding engineers and vice president of engineering at Webex, which was acquired by Cisco. He is a named inventor on 11 issued and 20 pending patents.

  72. 2023 Annual Cash Retainers

    | 34 | INTUIT 2024 Proxy Statement | Director Compensation | Annual Retainer and Equity Compensation Program for Non-Employee Directors |

  73. 2023 Director Equity Compensation Program

    2023 Director Equity Compensation Program Grants are made to non-employee directors in the form of a fixed dollar value of RSUs as shown below:

  74. 2023 Director Equity Compensation Program

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

  75. 2023 Director Equity Compensation Program

    Because these grants are for a fixed dollar amount, the number of RSUs awarded annually to non-employee directors varies, depending on the closing market price of Intuit’s common stock on the date of grant. The annual grants are awarded each year on the day following the annual meeting of stockholders. For a director who joins between annual meetings, the annual grant will be prorated based on the number of full months of expected service until the first anniversary of the most recent annual meeting. These prorated grants will vest on the same day as the other directors’ annual grants. Once RSUs vest, issuance of shares is deferred until five years from the date of grant, or an earlier separation from the Board or change in control of Intuit. Directors generally may elect to defer settlement of their RSUs for a longer period of time (from six to ten years following the date of grant). The short vesting schedule serves to avoid director entrenchment, while the five-year deferral ensures long-term alignment of director interests with those of our stockholders. All of the RSUs that we grant to our directors have dividend equivalent rights. Dividend equivalents accumulate and are paid only when the shares underlying the RSUs are issued. Dividend equivalent rights on RSUs that fail to vest are forfeited. The Amended and Restated 2005 Equity Incentive Plan (the “2005 Equity Incentive Plan”) provides that the annual aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all awards granted to any non-employee director during any single calendar year (not including awards granted in lieu of retainers or other cash payments) may not exceed $625,000, plus an additional $250,000 for the non-employee director serving as the Chair of the Board. Director Stock Ownership Requirement Directors are required to own Intuit stock with a value equal to at least ten times the amount of the annual Board member retainer. Unvested RSUs and vested deferred RSUs held by a Board member are counted as shares when determining the number of shares owned. Under our policy, directors must comply with this requirement within five years from the date they join the Board. If any director does not meet the stock ownership requirement within this time frame, then 50% of his or her annual cash retainers will be made in the form of Intuit stock until compliance is achieved. As of July 31, 2023, all of our directors were in compliance with our policy. Donation Matching Program for Non-Employee Directors Our non-employee directors may participate in the Donation Matching Program for Non-Employee Board Members. Under this program, Intuit will match donations made by non-employee directors to qualified charitable organizations, up to a maximum of $15,000 per director per fiscal year.

  76. 2023 Director Equity Compensation Program

    | Director Stock Ownership Requirement | Director Compensation | INTUIT 2024 Proxy Statement | 35 |

  77. 2023 Director Equity Compensation Program

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

  78. 2023 Director Equity Compensation Program

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

  79. 2023 Director Equity Compensation Program

    (1) For Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak, the number in the “Stock Awards” column includes the value of Conversion Grants at the time of grant in addition to the value of the annual equity grant. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, and Mr. Szkutak elected to receive some or all of the cash retainer fees due to them for service on the Board and committees during calendar year 2022 in RSUs. Each of Ms. Burton, Mr. Dalzell, Ms. Liu, Ms. Mawakana, and Mr. Szkutak elected to receive some or all of the cash retainer fees due to them for service on the Board and committees during calendar year 2023 in RSUs. These Conversion Grants are granted on a quarterly basis, following the applicable annual meeting, and are fully vested at the time of grant. Please see the “Equity Grants to Directors During Fiscal Year 2023” table for more information. (2) These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2023, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation — Stock Compensation” (“FASB ASC Topic 718”). See the “Equity Grants to Directors During Fiscal Year 2023” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2023” tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year. (3) Mr. Cook is an employee of Intuit, so he is not compensated as a non-employee director. Mr. Cook’s cash compensation shown in the table reflects salary of $650,000 and an incentive bonus of $585,000 awarded for performance in fiscal 2023. Mr. Cook was not granted any equity awards during fiscal 2023. Represents matching contributions to charitable organizations pursuant to the Donation Matching Program for Non-Employee Board Members.

  80. 2023 Director Equity Compensation Program

    | 36 | INTUIT 2024 Proxy Statement | Director Compensation | Director Summary Compensation Table |

  81. 2023 Director Equity Compensation Program

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

  82. 2023 Director Equity Compensation Program

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

  83. 2023 Director Equity Compensation Program

    (1) These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. The grant date fair value of these awards is equal to the closing market price of Intuit’s common stock on the date of grant. (2) These amounts represent RSUs awarded pursuant to a Conversion Grant, which are granted quarterly with a fair value equal to 25% of the annual retainers for Board and committee service (as described above under “Annual Retainer and Equity Compensation Program for Non-Employee Directors”) and calculated using the closing market price of Intuit’s common stock on the date of grant. Conversion Grants are fully vested at the time of grant because they replace cash compensation that is vested when it is paid. (3) These amounts represent RSUs awarded pursuant to an annual non-employee director grant, which vests as to 100% of the shares on January 1, 2024, subject to the director’s continued service. (4) Mr. Cook was not granted any equity awards from Intuit during fiscal 2023. These amounts represent RSUs awarded pursuant to a New Board Member grant that was prorated based on the number of full months of expected service until the next annual meeting and vests as to 100% of the shares on January 1, 2024, subject to the director’s continued service.

  84. 2023 Director Equity Compensation Program

    | Equity Grants to Directors During Fiscal Year 2023 | Director Compensation | INTUIT 2024 Proxy Statement | 37 |

  85. 2023 Director Equity Compensation Program

    Outstanding Equity Awards for Directors at Fiscal Year-End 2023 The following table provides information on the outstanding equity awards held by our directors, other than Mr. Goodarzi, and former directors who served during fiscal 2023, as of July 31, 2023.

  86. 2023 Director Equity Compensation Program

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

  87. 2023 Director Equity Compensation Program

    (1) For each non-employee director, the amounts reflected as aggregate shares subject to outstanding stock awards include vested and deferred stock awards, for which settlement is deferred in accordance with Intuit’s director equity compensation program. Mr. Smith has no outstanding awards that were granted to him for his service as a non-employee director. As of July 31, 2023, Mr. Smith held stock options representing a total of 157,170 shares with exercise prices ranging from $135.35 to $303.94 per share. These options were granted prior to December 31, 2021 when Mr. Smith was an employee of Intuit. All of these options were exercisable as of July 31, 2023, and will expire on January 18, 2024.

  88. 2023 Director Equity Compensation Program

    | 38 | INTUIT 2024 Proxy Statement | Director Compensation | Outstanding Equity Awards for Directors at Fiscal Year-End 2023 |

  89. 2023 Director Equity Compensation Program

    Proposal No. 2 Advisory Vote to Approve Executive Compensation In accordance with Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), we are asking stockholders to vote, on an advisory basis, to approve Intuit’s executive compensation for our Named Executive Officers (“NEOs”). The Compensation Discussion and Analysis section of this proxy statement explains the Compensation Committee’s guiding compensation philosophy. The Compensation Committee strives to establish a compensation program that: • compensates our executives based on both overall company performance and individual employee performance; • supports our corporate growth strategy; • enables Intuit to attract, retain and motivate talented executives with proven experience; • closely ties our NEOs’ compensation to short- and long-term performance goals and strategic objectives (including our True North goals relating to reducing greenhouse gas emissions, increasing workforce diversity, creating jobs and better preparing individuals for jobs); and • makes incentive compensation a greater portion of overall pay for our NEOs than it is for most other Intuit employees, because the NEOs lead our key business units or functions and thus have the ability to directly influence overall company performance. Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy, as described under Executive Compensation Highlights in the Proxy Summary above and in the Compensation Discussion and Analysis section below. We urge you to read the Compensation Discussion and Analysis section of this proxy statement to learn how our policies and practices reflect our compensation philosophy, and the Executive Compensation Tables section to learn about the specific compensation of our NEOs. The Compensation Committee and the Board believe that Intuit’s policies and procedures reflect our compensation philosophy and promote its goals. While the advisory vote to approve executive compensation is non-binding, the Compensation Committee, which is responsible for designing and administering our executive compensation program, values your opinions and will consider the outcome of the “say-on-pay” vote when making future compensation decisions for NEOs.

  90. 2023 Director Equity Compensation Program

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

  91. 2023 Director Equity Compensation Program

    | Proposal No. 2 Advisory Vote to Approve Executive Compensation | INTUIT 2024 Proxy Statement | 39 |

  92. 2023 Director Equity Compensation Program

    Compensation Risk Assessment Intuit conducted a review of its key compensation programs, policies and practices in conjunction with FW Cook, the Compensation Committee’s independent compensation consultant, which prepared a report on our company-wide compensation programs. This analysis was reviewed with the Compensation Committee at its October 25, 2023, meeting. The review and analysis did not identify any compensation programs, policies or practices that create incentives to take risks that are reasonably likely to have a material adverse effect on Intuit. The factors summarized below support this conclusion: • Overall compensation levels are in a competitive market range for a company of Intuit’s size and scope. • Our programs use a mix of short-term and long-term incentives, with different performance periods and a broad mix of metrics, including both revenue-driven and profit-driven performance measures, in an effort to deter undue focus on a single goal. • Our compensation programs are designed to create a balance of different incentives by using: (1) a mix of cash and equity, (2) annual incentives that are based in part on company-wide performance metrics that align with our business plans and in part on strategic objectives, and (3) long-term incentives in three different forms of equity with varied time horizons and vesting conditions. • Annual cash incentives for our senior executives (including our NEOs) are capped at 180% of target overall and 150% of target based on the achievement of objective performance goals (i.e., before possible adjustments based on personal performance). All other eligible employees participate in a common company-funded cash incentive pool with a fixed dollar ceiling. • We have established robust stock ownership requirements for the CEO (10x base salary), CFO, Chief Technology Officer and General Managers of our principal business units (5x base salary), other Executive Vice Presidents (3x base salary), Senior Vice Presidents (1.5x base salary) and non-employee directors (10x annual retainer). • The CEO’s PSUs and RSUs have a mandatory one-year holding requirement after they vest. • Severance is limited and at the lower end of the competitive range for a company of Intuit’s size and scope. • Our insider trading policy prohibits officers and all other employees from pledging shares, trading put or call options, and engaging in short sales or hedging transactions involving Intuit’s securities. • We have established “clawback” provisions for performance-based equity awards and for cash bonus payments under the annual cash incentive plan in which our executive officers participate. • We have a robust executive succession planning process, including both long-term succession and regular review of emergency short-term plans. The Compensation Committee provides close oversight of our compensation programs, including a significant level of engagement, self-assessment and executive session discussions.

  93. 2023 Director Equity Compensation Program

    | 40 | INTUIT 2024 Proxy Statement | Proposal No. 2 Advisory Vote to Approve Executive Compensation | Compensation Risk Assessment |

  94. 2023 Director Equity Compensation Program

    Compensation and Organizational Development Committee Report Set out below is the Compensation Discussion and Analysis, which discusses Intuit’s executive compensation programs and policies and explains how we and management view and use them. We strive to see that Intuit’s compensation programs are fiscally responsible, market-responsive and performance-based. Guided by these principles, we regularly review and monitor senior management’s compensation, as well as their potential for larger leadership roles, in an effort to produce the greatest value for Intuit’s four True North stakeholders: employees, customers, communities and stockholders. To this end, the Compensation and Organizational Development Committee has reviewed the components of compensation paid to each of Intuit’s officers for fiscal 2023, including annual base salary, incentive bonus and equity compensation. Given our role in providing guidance on program design, administering these programs and policies, and making specific compensation decisions for senior executives, the Compensation and Organizational Development Committee participated in the preparation of the Compensation Discussion and Analysis and reviewed and discussed its contents with management. Based on the review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

  95. Compensation and Organizational Development Committee Members

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

  96. How We Compensated Our CEO in Fiscal 2023

    How We Compensated Our CEO in Fiscal 2023 The Compensation Committee’s decisions for Mr. Goodarzi in fiscal 2023 reflect Intuit’s objectively strong performance, including revenue and operating income growth, and progress on our five Big Bet strategic priorities during continuing uncertainty in the economic environment. The Compensation Committee also sought to reward Mr. Goodarzi’s leadership and progress on our True North goals, including increasing the representation of U.S. employees from URGs and women in our technology roles globally, reducing and offsetting greenhouse gas emissions, making progress on job creation and job readiness goals, and achieving employee survey results that are in the top 10% of industry benchmarks. The committee further recognized his leadership and development of a high-performing management team, as well as Intuit’s progress on its strategy to become the global AI-driven expert platform powering prosperity for consumers and small businesses, and acceleration of the use and deployment of AI to solve the most important problems of our customers. Our CEO’s compensation is aligned with stockholders’ interests. Approximately 96% of total direct compensation for Mr. Goodarzi in fiscal 2023 was performance-based and strongly linked to Intuit’s results. Only his base salary was a fixed amount (approximately 4% of his total direct compensation for fiscal 2023). Mr. Goodarzi’s fiscal 2023 bonus was funded at 90% of target, which matched the aggregate funding percentage for the broader employee base and was lower than the baseline funding percentage generated by the pre-established formula based on revenue and non-GAAP operating income. In addition, service-based restricted stock units (“RSUs”) and performance-based relative TSR restricted stock units (“PSUs”) granted to the CEO are subject to a mandatory one-year holding period after vesting to increase his long-term alignment with stockholders.

  97. NEO Compensation Highlights

    NEO Compensation Highlights • In fiscal 2023, we paid cash bonuses to the NEOs at 90% of target. This bonus payout as a percentage of target was lower than the 96.0% generated under the bonus plan’s funding formula for achieving revenue and non-GAAP operating income against pre-established goals, and matched the aggregate bonus pool funding level approved by the Compensation Committee for the broader employee base. The payout percentage was adjusted downward to recognize that, while we achieved many of our True North goals, we fell short on others. • ESG goals that are measurable and linked to our True North strategic goals were considered by the Compensation Committee in determining executive compensation, including for workforce diversity, greenhouse gas emissions, community job creation, and better preparing individuals for jobs. • On average, 94% of the fiscal 2023 total direct compensation paid to the NEOs was performance-based through a combination of goal-driven annual cash incentives and equity awards.

  98. 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 2023 Peer Group,” FW Cook assists the committee in defining our peer group, which is used in our evaluation of our relative executive compensation levels and practices and provides context for making compensation decisions. FW Cook also assists the committee in comparing our non-employee director compensation program and practices to those of peer companies. FW Cook attended all meetings of the Compensation Committee as its independent advisor, responded to committee members’ inquiries and refined their analyses based on the committee’s questions. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules, and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee.

  99. The Compensation Consultant

    | 46 | INTUIT 2024 Proxy Statement | CD&A | Compensation Philosophy and Objectives |

  100. 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. Second, to create a sufficiently robust set of peers to promote continuity year-over-year. Using these objectives, the independent compensation consultant recommended a fiscal 2023 peer group of 16 companies with the following characteristics:

  101. Peer Group Composition

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

  102. Peer Group Composition

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

  103. Peer Group Composition

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

  104. Peer Group Composition

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

  105. Peer Group Composition

    | Fiscal 2023 Peer Group | CD&A | INTUIT 2024 Proxy Statement | 47 |

  106. 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 officer’s role and scope of responsibilities relative to comparable positions at Intuit’s peers. Based on this information, the committee reviewed Intuit’s executive compensation programs and practices, and analyzed each NEO’s base pay, cash bonus and equity awards. There is no targeted benchmark level of compensation. Components of Compensation

  107. Annual Cash Bonuses

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

  108. Annual Cash Bonuses

    | At the beginning of and during the fiscal year |

  109. 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 2023 bonus targets in July 2022 for all NEOs based on the scope and significance of each executive’s leadership role at Intuit, as well as a review of market data. IPI bonus pool baseline funding formula is determined. Baseline funding of the IPI is determined by company-wide financial performance. The Compensation Committee set two rigorous, equally weighted performance goals — one based on Intuit’s revenue and the other based on non-GAAP operating income. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management. True North strategic goals are established. As part of our financial planning process, management established goals to deliver results for each of our four key True North stakeholders: employees, customers, communities and stockholders. These metrics are designed to advance our progress toward our bold goals and include measurable company-wide ESG goals. Based on performance against these goals, the Compensation Committee has discretion to make upward or downward adjustments to the funding percentage generated by the baseline funding formula. True North Stakeholder Fiscal 2023 Goals

  110. Annual Cash Bonuses

    | Employees | Communities | | • Inspire and empower highly engaged employees, as measured by employee surveys* • Create a diverse and inclusive environment, as measured by percentage of women in our technology roles globally and percentage of U.S. employees from URGs* • Grow highly capable people managers, as measured by employee surveys* • Retain world’s top talent* | • Create jobs through Prosperity Hubs* • Better prepare people for jobs* • Make a positive impact on climate, as measured by reduction of carbon dioxide equivalent emissions in the communities we serve* | | Customers | Stockholders | | • Increase the number of active customers • Improve customer retention • Delight customers more than alternatives, as measured by net promoter scores and product recommendation scores | • Grow revenue by double digits • Increase revenue per customer • Generate operating income growth |

  111. Annual Cash Bonuses

    ESG goals

  112. Annual Cash Bonuses

    | Components of Compensation | CD&A | INTUIT 2024 Proxy Statement | 49 |

  113. Annual Cash Bonuses

    | At the end of the fiscal year |

  114. Annual Cash Bonuses

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

  115. Annual Cash Bonuses

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

  116. Annual Cash Bonuses

    (1) Interpolated between defined points. Fiscal 2023 revenue and non-GAAP operating income dollar figures above are rounded to the nearest ten million. The Bonus Pool Funding as a Percent of Target is calculated using dollars in millions. Thus, actual results may vary slightly from the figures presented above. (2) This reflects a baseline for the funding of the IPI. The Compensation Committee has discretion to determine the actual IPI payment levels for each participant in an amount not to exceed 180% of target or $5 million. True North goals are assessed. The Compensation Committee considered our progress against the fiscal 2023 True North goals.

  117. Annual Cash Bonuses

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

  118. Annual Cash Bonuses

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

  119. Annual Cash Bonuses

    | 50 | INTUIT 2024 Proxy Statement | CD&A | Components of Compensation |

  120. Annual Cash Bonuses

    Actual Named Executive Officer bonus awards are determined. Based on the foregoing, including the results of our True North performance, in some areas of which we remain constructively dissatisfied, the Compensation Committee exercised negative discretion and set funding for the IPI at 90% of target, which is below the baseline formulaic funding level of 96.0%. This funding level established for the NEOs was equal to the aggregate funding percentage applicable to Intuit employees generally. The committee believes that funding short-term incentives paid to the NEOs at the same level as those paid to the rest of our employees helps to promote consistent Intuit-wide outcomes. The fiscal 2023 bonus payouts for each of our NEOs were as follows:

  121. Annual Cash Bonuses

    | Name | Annual Base Salary ($) | Target Bonus as a Percent of Salary (%) | Target Bonus ($) | Actual Bonus as a Percent of Target Bonus (%) | Actual Bonus ($) | | Sasan K. Goodarzi | 1,100,000 | 200% | 2,200,000 | 90% | 1,980,000 | | Michelle M. Clatterbuck | 770,000 | 100% | 770,000 | 90% | 693,000 | | J. Alexander Chriss | 770,000 | 120% | 924,000 | 90% | 831,600 | | Laura A. Fennell | 770,000 | 120% | 924,000 | 90% | 831,600 | | Marianna Tessel | 770,000 | 120% | 924,000 | 90% | 831,600 |

  122. Long-Term Incentives

    Long-Term Incentives For the fiscal 2023 annual equity awards, which were granted in July 2023, 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.

  123. 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. These performance-based awards ensure that a significant share of our executives’ equity compensation is contingent upon future outperformance compared to a peer group. Vesting. PSUs cliff vest after a three-year period and are earned based on Intuit’s TSR compared to 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 stockholders and accountability for strategic decision-making. Except in certain limited circumstances (death, disability or a change in control), the deferral period applies to vested shares even if the CEO terminates service with the company 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 stockholders. 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 prior years, the TSR Peers were selected by identifying U.S.-based public companies with General Industry Classification Standard (“GICS”) codes that were same as or similar to ours, which also met minimum market capitalization and revenue requirements. As a result of revisions that were made to the GICS framework in March 2023, a number of companies were reassigned new GICS codes. Under this new GICS framework, the historical approach to TSR Peer selection would no longer identify a group of companies that was large enough, engaged in the same type of business, or consistent year over year. The Compensation Committee, at the recommendation of the compensation consultant, reviewed several new approaches to identifying the TSR Peers based on objective criteria and, for fiscal 2023, the 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

  124. PSUs

    | Components of Compensation | CD&A | INTUIT 2024 Proxy Statement | 51 |

  125. PSUs

    Companies disclosed by a Compensation Benchmark Peer in its proxy statement that it uses to benchmark its own executive compensation program that meet the following additional criteria: • At least one other Compensation Benchmark Peer discloses that it uses that company to benchmark its own executive compensation; and • It has a market capitalization and revenues greater than or equal to 0.2x Intuit’s For fiscal 2023, there were 44 TSR Peers to ensure a robust sample for purposes of comparing TSR, even in the event of mergers or acquisitions during the three-year PSU performance period. For comparison, there were 38 TSR Peers for fiscal 2022, and 26 of the 44 peer companies appear in both the fiscal 2022 and fiscal 2023 lists. The list of TSR Peers is not the same as the list of peers used to benchmark executive compensation.

  126. PSUs

    | Fiscal 2023 TSR Peer Group | | | | Accenture Holdings plc | eBay Inc. | QUALCOMM | | Activision Blizzard, Inc. | Electronic Arts Inc. | salesforce.com, inc. | | Adobe Inc. | Fiserv, Inc. | SAP | | Airbnb, Inc. | Global Payments Inc. | ServiceNow, Inc. | | Alphabet Inc. | Intel | Synopsys, Inc. | | Amazon.com, Inc. | International Business Machines Corporation | Tesla | | American Express | JP Morgan Chase | The Walt Disney Co | | Apple | Mastercard Incorporated | US Bancorp | | Autodesk, Inc. | Meta Platforms, Inc. | Uber | | Block, Inc. | Microsoft Corporation | Visa Inc. | | Booking Holdings | Netflix | VMware, Inc. | | Charter Communications | NVIDIA | Warner Brothers Discovery | | Cisco Systems | Oracle Corporation | Workday, Inc. | | Discover Financial | Palo Alto Networks, Inc. | Zoom Video Communications, Inc. | | DoorDash, Inc. | PayPal Holdings, Inc. | |

  127. 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.

  128. PSUs

    | 52 | INTUIT 2024 Proxy Statement | CD&A | Components of Compensation |

  129. PSUs

    The table below summarizes the relationship between relative TSR performance and the percent of target that may be earned under these awards. Dividends. Recipients of 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.

  130. RSUs

    RSUs In fiscal 2023, 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 stockholders. Except in certain limited circumstances (death, disability, retirement or a change in control), the deferral period generally applies to vested shares even if the CEO terminates service with Intuit or continues to serve Intuit but in a different role. Intuit employees (including the NEOs) are provided dividend-equivalent rights in conjunction with RSU awards, but the dividends are not paid until the shares vest and are issued. Dividend-equivalent rights on RSUs that fail to vest are forfeited.

  131. Stock Options

    Stock Options In fiscal 2023, 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.

  132. 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.

  133. 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, retention value of current equity holdings and equity award values for executives with similar roles at peer companies. For fiscal 2023, 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

  134. How Equity Grant Values Were Determined

    | Components of Compensation | CD&A | INTUIT 2024 Proxy Statement | 53 |

  135. How Equity Grant Values Were Determined

    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 committee reviewed data provided by the committee’s independent compensation consultant, which estimated the range of grant values provided to executives in comparable positions at companies within Intuit’s compensation peer group. The committee then considered the CEO’s recommendations in order to determine where within the applicable range each executive’s equity grant value should fall. The committee gives considerable weight to the CEO’s recommendations because he has direct knowledge of each other NEO’s performance and contributions. The realization of an executive’s grant date equity values is subject to a significant amount of performance risk, and the amount actually earned 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 2023 equity decisions for each of our NEOs are described on the following pages.

  136. How Equity Grant Values Were Determined

    | 54 | INTUIT 2024 Proxy Statement | CD&A | Components of Compensation |

  137. How Equity Grant Values Were Determined

    Fiscal 2023 Compensation Actions

  138. Compensation Snapshot For Each Named Executive Officer

    | Summary: The Compensation Committee’s decisions relating to Mr. Goodarzi’s fiscal 2023 compensation reflect its assessment that Mr. Goodarzi navigated a challenging macroeconomic environment to drive Intuit’s strong results in fiscal 2023 and demonstrated excellent leadership of the company’s strategic direction. The Compensation Committee believes this compensation package rewarded Mr. Goodarzi for his role in driving Intuit’s strong fiscal 2023 financial performance, employee engagement, progress on the five Big Bets and progress on the True North goals. The True North Goals included increasing the percentage of women in our technology roles globally and the percentage of U.S. employees from underrepresented racial groups, reducing and offsetting greenhouse gas emissions, creating jobs in underserved communities and better preparing individuals for jobs. The committee further recognized Mr. Goodarzi’s leadership of a high-performing management team with deep leadership experience, Intuit’s progress on its strategy to become a global AI-driven expert platform, and his leadership of the company to prioritize the use and deployment of AI to solve the most important problems of our customers. | | | July 2023 Compensation Decisions | | | After assessing Mr. Goodarzi’s performance, as described below, the Compensation Committee consulted with the Board, without Mr. Goodarzi present, and made the decisions described below with respect to his compensation. | | | Fiscal 2023 Bonus Award: $1,980,000, or 90% of target bonus • The 90% target bonus payout is less than the 96.0% 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 2023 Target Equity Grant Value: $25,500,000 • 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 stockholders. Mr. Goodarzi’s fiscal 2023 target equity grant value was flat compared to fiscal 2022. Fiscal 2024 Base Salary: $1,200,000 • An increase of $100,000, or 9%, to align with the median from the Compensation Benchmark Peers. Fiscal 2024 Bonus Target: 200% of base salary • No change from fiscal 2023. |

  139. 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 90% 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.

  140. Fiscal 2023 Equity Grants

    Fiscal 2023 Equity Grants The following table shows the intended target total annual equity grant value awarded to each NEO at the end of fiscal 2023, and the number of PSUs, RSUs and stock options granted based on the fiscal 2023 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.

  141. Fiscal 2023 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 | $25,500,000 | 25,473 | 12,840 | 43,433 | | Michelle M. Clatterbuck(2) | — | — | — | — | | J. Alexander Chriss | $13,500,000 | 13,486 | 6,798 | 22,994 | | Laura A. Fennell | $11,500,000 | 11,488 | 5,791 | 19,588 | | Marianna Tessel | $14,500,000 | 14,485 | 7,301 | 24,697 |

  142. Fiscal 2023 Equity Grants

    (1) These values were estimated using data available to the Compensation Committee on July 27, 2023. They do not match exactly the grant date fair values presented in the Fiscal Year 2023 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 27, 2023 grant date. (2) Ms. Clatterbuck transitioned to a new role effective July 31, 2023. The Compensation Committee did not grant any equity to Ms. Clatterbuck in July 2023.

  143. Payout of PSUs Granted in 2020

    Payout of PSUs Granted in 2020 In July 2020, the Compensation Committee approved the grant to Intuit executives of performance-based RSUs that were tied to relative total stockholder returns over 12-, 24- and 36-month performance periods. In each case, earning and vesting of these 2020 PSUs was based on Intuit’s percentile rank for TSR compared to companies in the TSR peer group established for fiscal 2020, based on the 30-day average closing market price of each member of that peer group 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.

  144. Payout of PSUs Granted in 2020

    | Fiscal 2023 Compensation Actions | CD&A | INTUIT 2024 Proxy Statement | 59 |

  145. Payout of PSUs Granted in 2020

    For all of the NEOs, the table below sets forth the number of 2020 PSUs that vested on September 1, 2023, based solely on the formula established for the awards.

  146. Payout of PSUs Granted in 2020

    | Name | 2020 PSUs Vested (#) | | Sasan K. Goodarzi | 45,704 | | Michelle M. Clatterbuck | 19,244 | | J. Alexander Chriss | 16,837 | | Laura A. Fennell | 18,042(1) | | Marianna Tessel | 22,852 |

  147. Payout of PSUs Granted in 2020

    (1) Includes 625 PSUs that previously vested in order to cover required employment taxes (and income taxes related to such vesting) because the executive is retirement eligible. Other Benefits

  148. MANAGEMENT STOCK PURCHASE PROGRAM

    MANAGEMENT STOCK PURCHASE PROGRAM 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.

  149. MANAGEMENT STOCK PURCHASE PROGRAM

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

  150. MANAGEMENT STOCK PURCHASE PROGRAM

    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.

  151. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    NON-QUALIFIED DEFERRED COMPENSATION PLAN 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 2023. 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.

  152. NON-QUALIFIED DEFERRED COMPENSATION PLAN

    | 60 | INTUIT 2024 Proxy Statement | CD&A | Other Benefits |

  153. 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 2023, 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.

  154. Intuit’s Equity Granting Policy For Senior Executives

    | Our Compensation Policies and Practices | CD&A | INTUIT 2024 Proxy Statement | 61 |

  155. Intuit’s Equity Granting Policy For Senior Executives

    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.

  156. CLAWBACKS

    | 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 | 2023 | 1,100,000(4) | 17,840,333 | 6,375,096 | 1,980,000(4) | 10,000(5) | 27,305,429 | | | 2022 | 1,100,000 | 17,489,821 | 6,375,036 | 2,200,000 | 10,000 | 27,174,857 | | | 2021 | 1,000,000 | 15,981,685 | 5,750,052 | 2,187,500 | 10,000 | 24,929,237 | | Michelle M. Clatterbuck(6) Executive Vice President and Chief Financial Officer | 2023 | 770,000 | 105,119 | — | 693,000(7) | 10,000(5) | 1,578,119 | | | 2022 | 700,000 | 7,632,122 | 2,500,044 | 700,000 | 10,000 | 11,542,166 | | | 2021 | 700,000 | 7,230,511 | 2,375,027 | 875,000 | 10,925 | 11,191,463 | | J. Alexander Chriss Executive Vice President and General Manager, Small Business and Self-Employed Group | 2023 | 770,000 | 10,230,812 | 3,375,059 | 831,600(7) | 10,000(5) | 15,217,471 | | | 2022 | 700,000 | 9,506,960 | 3,125,020 | 700,000 | 12,133 | 14,044,113 | | | 2021 | 700,000 | 8,355,966 | 2,750,057 | 875,000 | 11,185 | 12,692,208 | | Laura A. Fennell Executive Vice President and Chief People & Places Officer | 2023 | 770,000 | 8,730,728 | 2,875,127 | 831,600(7) | 10,000(5) | 13,217,455 | | | 2022 | 700,000 | 9,506,960 | 3,125,020 | 700,000 | 10,000 | 14,041,980 | | | 2021 | 700,000 | 6,480,386 | 2,125,088 | 875,000 | 10,000 | 10,190,474 | | Marianna Tessel Executive Vice President and Chief Technology Officer | 2023 | 770,000 | 10,980,607 | 3,625,026 | 831,600(7) | 10,992(8) | 16,218,225 | | | 2022 | 700,000 | 9,375,560 | 3,125,020 | 700,000 | 13,150 | 13,913,730 | | | 2021 | 700,000 | 8,355,966 | 2,750,057 | 875,000 | 11,362 | 12,692,385 |

  157. CLAWBACKS

    | Grants of Plan-Based Awards During Fiscal Year 2023 | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 65 |

  158. CLAWBACKS

    | 66 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Grants of Plan-Based Awards During Fiscal Year 2023 |

  159. CLAWBACKS

    | Outstanding Equity Awards at Fiscal 2023 Year-End | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 67 |

  160. CLAWBACKS

    | 68 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Outstanding Equity Awards at Fiscal 2023 Year-End |

  161. CLAWBACKS

    | Outstanding Equity Awards at Fiscal 2023 Year-End | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 69 |

  162. CLAWBACKS

    | 70 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Outstanding Equity Awards at Fiscal 2023 Year-End |

  163. CLAWBACKS

    | Option Exercises and Stock Vested During Fiscal Year 2023 | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 71 |

  164. CLAWBACKS

    | 72 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Non-Qualified Deferred Compensation for Fiscal Year 2023 |

  165. Sasan K. Goodarzi

    | Potential Payments Upon Termination of Employment or Change in Control | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 73 |

  166. J. Alexander Chriss

    | 74 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Potential Payments Upon Termination of Employment or Change in Control |

  167. Marianna Tessel

    | Potential Payments Upon Termination of Employment or Change in Control | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 75 |

  168. Marianna Tessel

    | 76 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | CEO Pay Ratio |

  169. Marianna Tessel

    | Pay Versus Performance | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 77 |

  170. Financial Performance Measures

    | 78 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Pay Versus Performance |

  171. 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 and 2023 to (1) our TSR and the Peer Group TSR, (2) net income and (3) revenue.

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

    | Pay Versus Performance | Executive Compensation Tables | INTUIT 2024 Proxy Statement | 79 |

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

    | 80 | INTUIT 2024 Proxy Statement | Executive Compensation Tables | Pay Versus Performance |

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

    Proposal No. 3 Advisory Vote on Frequency of Advisory Votes to Approve Executive Compensation In addition to the opportunity to cast an advisory vote on executive compensation (“say-on-pay vote”), stockholders have the opportunity this year to cast an advisory vote on how frequently we will hold “say-on-pay” votes in the future. This vote regarding the frequency of “say-on-pay” votes must be held at least every six years under federal securities law. The Board recommends that stockholders vote to continue to hold “say-on-pay” votes every year, which is the frequency that received the highest support from stockholders at the 2018 annual meeting, the last time we held this vote. The Board believes that an annual advisory vote on executive compensation provides the company with more direct and immediate feedback on our compensation philosophy, policies and practices and related disclosures. Holding these votes annually is also consistent with our practice of regularly engaging with our stockholders on corporate governance and executive compensation matters. For this proposal, you will have the opportunity to vote for one-year, two-year or three-year intervals (or to abstain from voting on this proposal). Abstentions and broker non-votes, if any, will not affect the outcome of the vote on this proposal. Because this vote is advisory and not binding on us, the Board may decide that it is in the best interests of our stockholders and Intuit to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders.

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

    | | The Board recommends that you vote for the option of ONE YEAR on the advisory vote on the frequency of an executive compensation vote. |

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

    | Proposal No. 3 Advisory Vote on Frequency of Advisory Votes to Approve Executive Compensation | INTUIT 2024 Proxy Statement | 81 |

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

    Proposal No. 4 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, 2024. 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. In order to support continuing auditor independence, the Audit and Risk Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Additionally, the Audit and Risk Committee is engaged in the selection and mandated rotation of the lead engagement partner from Ernst & Young. The Audit and Risk Committee believes that the continued retention of Ernst & Young to serve as our independent registered public accounting firm is in the best interest of the company and our stockholders. Representatives of Ernst & Young are expected to attend the Meeting virtually. They will have the opportunity to make a statement if they wish, and are expected to be available to respond to appropriate questions from stockholders.