DEF 14A of Accenture plc
Filed Dec 16, 2024 · FY20240001308179-24-000815
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| Summary Compensation Table | 82 | | Grants of Plan-Based Awards for Fiscal 2024 | 84 | | Outstanding Equity Awards at August 31, 2024 | 85 | | Stock Vested in Fiscal 2024 | 86 | | Nonqualified Deferred Compensation for Fiscal 2024 | 87 | | Pension Benefits for Fiscal 2024 | 88 | | Potential Payments Upon Termination | 88 | | Pay Ratio | 90 | | Pay Versus Performance | 91 | | Audit | 95 | | Audit Committee Report | 95 | | PROPOSAL 3: Non-Binding Ratification of Appointment of Independent Auditor and Binding Authorization of the Board to Determine Its Remuneration | 97 | | Independent Auditor’s Fees | 98 | | Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 98 | | Irish Law Proposals | 100 | | PROPOSAL 4: Creation of Additional Distributable Reserves By Way of a Capital Reduction | 100 | | PROPOSAL 5: Board Authority to Issue Shares | 101 | | PROPOSAL 6: Board Authority to Opt-Out of Pre-Emption Rights | 102 | | PROPOSAL 7: Determine Price Range for Re-Allotment of Treasury Shares | 103 | | Beneficial Ownership | 105 | | Beneficial Ownership of Directors and Executive Officers | 105 | | Beneficial Ownership of More Than 5% | 106 | | Questions and Answers About the Annual Meeting | 108 | | Additional Information | 114 | | Availability of Materials | 114 | | Householding of Shareholder Documents | 114 | | Submission of Future Shareholder Proposals | 114 | | About Accenture | 115 | | Reconciliation of GAAP Measures to Non-GAAP Measures | 116 | | Forward-Looking Statements & Website References | 117 | | We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture plc and its subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31. | |
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| 55% 6 out of 11 are Racially and Ethnically Diverse | | 45% 5 out of 11 are Women | 75% Board Committees Chaired by Racially and Ethnically Diverse Directors Average Tenure 5.6 years | 50% Board Committees Chaired by Women Refreshment 4 New Directors Over Past 2 Years | | | | | | | | | | | | | | | 1 Hispanic or Latino | | | | | | 2 Black or African American | | | | | | 3 Asian | | | |
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| 7 | Accenture 2024 Proxy Statement |
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| Proposal 2 | Non-Binding Vote to Approve Executive Compensation The Board recommends a vote “FOR” this proposal. (Page 59) u | |
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The Compensation, Culture & People Committee believes that total compensation for the Company’s named executive officers should closely align with the Company’s performance and each individual’s performance. The following reflects the primary compensation elements of our executive compensation program for our named executive officers, including the elements and pay mix the committee approved in recognition of our chair and chief executive officer’s achievements during fiscal 2024, as described below under “Compensation Discussion and Analysis—Fiscal 2024 Compensation Decisions—Chair and Chief Executive Officer.” Elements of Executive Compensation
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| Accenture 2024 Proxy Statement | 8 |
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| Proposal 3 | Ratify the Appointment and Approve Remuneration of Auditor The Board recommends a vote “FOR” this proposal. (Page 97) u | |
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Irish Law Proposals
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| Proposal 4 | Creation of Additional Distributable Reserves By Way of a Capital Reduction In this proposal, shareholders are being asked to approve a reduction of our share capital to create additional “distributable reserves” in order to continue to make distributions to shareholders and repurchase and redeem shares. The Board recommends a vote “FOR” this proposal. (Page 100) u | |
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| Proposals 5-7 | Annual Irish Law Proposals These are standard annual proposals required under Irish law authorizing the Board to issue shares, to opt-out of pre-emption rights and to determine the price range for re-allotment of treasury shares. The Board recommends a vote “FOR” each of these proposals. (Page 101) u | |
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| 9 | Accenture 2024 Proxy Statement |
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| Proposal 1 | Appointment of Directors The Board recommends that you vote “FOR” the appointment of each of the Board’s director nominees listed below. | |
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| Accenture’s directors are elected at each annual general meeting of shareholders and hold office for one-year terms or until their successors are duly elected (unless his or her office is vacated earlier in accordance with our Articles of Association). The Nominating, Governance & Sustainability Committee reviewed the performance and qualifications of the director nominees listed below and recommended to the Board, and the Board approved, that each be recommended to shareholders for appointment to serve for a one-year term. Beth E. Mooney and Gilles C. Pélisson, who currently serves as our independent Lead Director, are not standing for re-election at the 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) and will step down, effective at the completion of the Annual Meeting. The independent directors have appointed Arun Sarin, one of our current independent directors, to become our independent Lead Director, effective at the completion of the Annual Meeting and subject to his re-election at the Annual Meeting. In addition, the Board has nominated Jennifer Nason and Masahiko Uotani for appointment by the shareholders of the Company at the Annual Meeting. All of the director nominees are current Board members, except Jennifer Nason and Masahiko Uotani. All of the nominees have indicated that they are willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board. As required under Irish law and our Articles of Association, the resolution in respect of this Proposal 1 is an ordinary resolution that requires the affirmative vote of a simple majority of the votes cast with respect to each director nominee. The text of the resolution in respect of Proposal 1 is as follows: “By separate resolutions, to appoint the following 11 directors: Jaime Ardila; Martin Brudermüller; Alan Jope; Nancy McKinstry; Jennifer Nason*; Paula A. Price; Venkata (Murthy) Renduchintala; Arun Sarin; Julie Sweet; Tracey T. Travis; and Masahiko Uotani.” *If appointed, Ms. Nason’s appointment shall be effective as of the end of the day of February 6, 2025. |
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| 11 | Accenture 2024 Proxy Statement |
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Our Director Nominees Our director nominees exhibit a mix of skills, experience, diversity and perspectives:
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| | Jaime Ardila, 69 Director Since: 2013 Former EVP and President, South America, General Motors Company Other Public Company Boards: 3 Committee Memberships: |
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| | Martin Brudermüller, 63 Director Since: 2024 Former CEO, BASF SE Other Public Company Boards: 1 Committee Memberships: |
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| | Alan Jope, 60 Director Since: 2023 Former CEO, Unilever plc Other Public Company Boards: 0 Committee Memberships: |
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| | Nancy McKinstry, 65 Director Since: 2016 CEO & Chairman of the Executive Board, Wolters Kluwer N.V. Other Public Company Boards: 1 Committee Memberships: |
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| | Jennifer Nason(3), 64 Director Nominee Global Chair of Investment Banking, JPMorgan Other Public Company Boards: 1 Committee Memberships: |
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| | Paula A. Price, 63 Director Since: 2014 Former CFO, Macy’s, Inc. Other Public Company Boards: 3 Committee Memberships(2): |
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| | Venkata (Murthy) Renduchintala, 59 Director Since: 2018 Former Chief Engineering Officer, Intel Corporation Other Public Company Boards: 1 Committee Memberships: |
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| | Arun Sarin(1), 70 Director Since: 2015 Former CEO, Vodafone Group plc Other Public Company Boards: 3 Committee Memberships: |
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| | Julie Sweet, 57 Chair Director Since: 2019 Chair & CEO, Accenture plc Other Public Company Boards: 0 Committee Memberships: - |
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| | Tracey T. Travis, 62 Director Since: 2017 Former CFO, The Estée Lauder Companies Inc. Other Public Company Boards: 1 Committee Memberships(2): |
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| | Masahiko Uotani(4), 70 Director Nominee CEO & Chairman, Shiseido Other Public Company Boards: 2 Committee Memberships: |
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(1)Subject to re-election at the Annual Meeting, will become independent Lead Director, effective at the completion of the Annual Meeting. Our current independent Lead Director, Gilles C. Pélisson, is not standing for re-election at the Annual Meeting and will step down as independent Lead Director effective at the completion of the Annual Meeting. (2)Subject to her re-election at the Annual Meeting, Ms. Travis has been appointed to succeed Ms. Price as chair of the Audit Committee, effective at the completion of the Annual Meeting. (3)Subject to appointment at the Annual Meeting, Ms. Nason will be appointed to the Compensation, Culture & People Committee and Finance Committee. Ms. Nason is expected to step down from her role at JPMorgan as of February 7, 2025. (4)Subject to appointment at the Annual Meeting, Mr. Uotani will be appointed to the Finance Committee. Mr. Uotani is expected to step down as CEO of Shiseido as of December 31, 2024, and will retire as a director of Shiseido at the end of March 2025. All director nominees are in compliance with the Company’s Director Overboarding Policy. See “Proposal 1: Appointment of Directors—Process for Selecting New Outside Directors—Director Overboarding Policy.”
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Other Public Company Directorships •Seiko Corporation (2024 – present) •Shiseido Co., Ltd. (2014 – present)
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| 25 | Accenture 2024 Proxy Statement |
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Director Characteristics and Succession Planning Our Board is committed to regular renewal and refreshment and has continuously enhanced the director recruitment and selection process, resulting in a well-qualified and diverse group of director nominees. As part of that process, the Nominating, Governance & Sustainability Committee, which oversees succession planning for the Board and key leadership roles on the Board and its committees, regularly reviews the composition of our Board and assesses the skills and characteristics of our directors with a view towards enhancing the composition of our Board to support the Company’s evolving strategy. Consistent with the Company’s Corporate Governance Guidelines, the Nominating, Governance & Sustainability Committee seeks to create a Board that is composed of individuals whose particular backgrounds, skills and expertise, when taken together, will provide the Board with the range of skills and expertise and diversity of perspectives to guide and oversee Accenture’s strategy, operations and management. The committee seeks candidates who, at a minimum, have the following characteristics:
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| | | | diversity of gender, race, ethnicity, age, disability, sexual orientation, geography, experience, perspectives, skills and tenure; | the time and energy to devote, and the ability to exercise judgment and courage, in fulfilling his or her oversight responsibilities; and | | | | | a professional background that would enable the candidate to develop a deep understanding of our business; | the ability to embrace Accenture’s values and culture, and the possession of the highest levels of integrity. |
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In addition, in light of the skills and expertise of the incumbent directors, the committee assesses the contribution that a particular candidate’s skills and expertise will make with respect to guiding and overseeing Accenture’s strategy, operations and management. Process for Selecting New Outside Directors
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| 1 | | | | Identifying candidates To identify, recruit and evaluate qualified candidates for the Board, the Board has used the services of professional search firms. In some cases, nominees have been individuals known to Board members or others through business or other relationships. In the case of Jennifer Nason and Masahiko Uotani, the Board’s chair and chief executive officer identified them as potential director nominees. | | 2 | | | | Meeting with candidates Prior to their nominations, Ms. Nason and Mr. Uotani each met separately with the Board’s chair and chief executive officer and members of the Nominating, Governance & Sustainability Committee, who initially considered their candidacies. | | 3 | | | | Verifying Information In addition, a professional search firm retained by the Nominating, Governance & Sustainability Committee verified information about the prospective candidates. A background check was also completed with respect to each candidate before a final recommendation was made to the Board. | | 4 | | | | Recommending to the Board After review and discussion, the Nominating, Governance & Sustainability Committee recommended, and the Board approved, Ms. Nason’s nomination and Mr. Uotani’s nomination at the Annual Meeting. |
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| Accenture 2024 Proxy Statement | 26 |
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Director Overboarding Policy Our Corporate Governance Guidelines require that ordinarily, directors may not serve on the boards of more than three public companies, in addition to Accenture’s Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to Accenture’s Board. To help the Board monitor compliance with our overboarding policy, directors who are considering joining other boards are required to advise the chair of the Board and the chair of the Nominating, Governance & Sustainability Committee in advance of accepting any such other board membership. Throughout the year, we also monitor our directors’ time commitments and in considering each director nominee for appointment or reappointment at the Annual Meeting, the Nominating, Governance & Sustainability Committee took into account each director’s public company leadership positions and other outside commitments to assess the director nominees’ compliance with our overboarding policy. As part of this review and consideration of our director nominees’ commitments, the committee and the Board also considered that in fiscal 2024, each of our directors attended at least 90% of Board and committee meetings and the significant time committed by each of the committee chairs, Mses. McKinstry and Price, and Messrs. Ardila and Sarin, in planning and preparing for committee meetings. In applying our policy to our director nominees, we have determined that they are all in compliance with Accenture’s policy and none of the director nominees are overboarded. Our Nominating, Governance & Sustainability reviews our overboarding policy as part of its annual review of our Corporate Governance Guidelines. We also review the overboarding policies of our institutional investors on an ongoing basis, including with the Nominating, Governance & Sustainability Committee, as appropriate, and discuss such policies during investor engagements. Process for Shareholders to Recommend Director Nominees Our Corporate Governance Guidelines and Articles of Association address the processes by which shareholders may recommend director nominees, and the policy of the Nominating, Governance & Sustainability Committee is to welcome and consider any such recommendations. If you would like to recommend a future nominee for Board membership, you can submit a written recommendation in accordance with our Articles of Association and applicable law, including the name and other pertinent information for the nominee, to: Chair of the Nominating, Governance & Sustainability Committee, c/o Accenture, 500 W. Madison, Chicago, Illinois 60661, USA, Attention: General Counsel and Corporate Secretary. As provided for in our Corporate Governance Guidelines, the Nominating, Governance & Sustainability Committee uses the same criteria for evaluating candidates regardless of the source of referral. Please note that Article 84(a)(ii) of our Articles of Association prescribes certain timing and nomination requirements with respect to any such recommendation, and Article 84(b) prescribes certain other requirements if an eligible shareholder wishes to have their nominee included in our proxy materials for our annual general meeting (see “Additional Information—Submission of Future Shareholder Proposals” for additional details on how to submit a director nominee for our 2026 annual general meeting).
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| 27 | Accenture 2024 Proxy Statement |
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The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. The primary mission of the Board is to represent and protect the interests of our shareholders. The Board oversees our senior management, to whom it has delegated the authority to manage the day-to-day operations of the Company. The Board has adopted Corporate Governance Guidelines, committee charters and a Code of Business Ethics which, together with our Memorandum and Articles of Association, form the governance framework for the Board and its committees. We believe good governance strengthens the Board and management’s accountability. The Board regularly (and at least annually) reviews its Corporate Governance Guidelines and other corporate governance documents and from time to time revises them when it believes it serves the interests of the Company and its shareholders to do so and in response to feedback from shareholders, changing regulatory and governance requirements and best practices. The following sections provide an overview of our corporate governance structure, including director independence and other criteria we use in selecting director nominees, our Board leadership structure and the responsibilities of the Board and each of its committees.
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| Key Corporate Governance Documents The following materials are accessible through the Governance Principles section of our website at www.accenture.com/us-en/about/governance/company-principles. | | | | | | Corporate Governance Guidelines | | Committee Charters | | | Code of Business Ethics | | Memorandum and Articles of Association |
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Printed copies of all of these documents are also available free of charge upon written request to our Investor Relations Group at Accenture, Investor Relations, 395 Ninth Avenue, 60th Floor, New York, NY 10001, USA. Accenture’s Code of Business Ethics is applicable to all of our directors, officers and employees. If the Board grants any waivers from our Code of Business Ethics to any of our directors or executive officers, or if we amend our Code of Business Ethics, we will, if required, disclose these matters through our website on a timely basis.
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| 29 | Accenture 2024 Proxy Statement |
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Corporate Governance Practices Accenture has a history of strong corporate governance. We are committed to governance policies and practices that serve the interests of the Company and its shareholders. Over the years, our Board has evolved our practices in the interests of Accenture’s shareholders. Our governance practices and policies include the following, among other things:
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| Board Structure and Independence | Independent Board | All of our current directors are independent except for our chair and chief executive officer. | | | 100% independent Board committees | Each of our four committees consists solely of independent directors. Each standing committee operates under a written charter, which is reviewed annually, that has been approved by the Board. | | | Strong independent Lead Director, elected by the independent directors | We have an independent Lead Director of the Board who has comprehensive duties that are set forth in the Company’s Corporate Governance Guidelines, including leading regular executive sessions of the Board, where independent directors meet without management present. | | | Commitment to Board refreshment | Our Board takes an active role in Board succession planning, is committed to Board refreshment and works towards creating a balanced Board with both fresh perspectives and deep experience. As a refreshment mechanism, we have a retirement age of 75. The current average tenure of our 11 director nominees is 5.6 years. | | | Director selection process | Our Board has a rigorous director selection process resulting in a diverse and international Board in terms of gender, race, ethnicity, experience, perspectives, skills and tenure. | | Board Oversight | Board oversight of ESG | The Board has delegated ESG oversight responsibility to committees of the Board based on the expertise of those committees. The Nominating, Governance & Sustainability Committee oversees the Company’s overall ESG performance, disclosure, strategies, goals and objectives and monitors evolving ESG risks and opportunities. The Compensation, Culture & People Committee oversees the Company’s strategies related to the Company’s people, including matters such as pay equity, inclusion and diversity, leadership succession and culture and monitors related risks. The Audit Committee oversees our approach to the quality of ESG-related data and controls. | | | Board oversight of strategy and risk | Our Board provides active oversight of our strategy and enterprise risk management program (including cybersecurity, responsible AI and data privacy risks). The Audit Committee’s oversight responsibility includes information technology risk exposures, including cybersecurity, data privacy and data security. In addition, the Board formalized the Audit Committee’s oversight of risk exposures relating to AI. | | Shareholder Rights | Annual election of directors | All of our directors are elected annually. | | | Authority to call special meetings | Shareholders holding 10% or more of our outstanding share capital have the right to convene a special meeting. | | | No shareholder rights plan (“poison pill”) | The Company does not have a poison pill. | | | Proxy access right | Eligible shareholders can (subject to certain requirements) include their own qualified director nominees in our proxy materials. |
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| Accenture 2024 Proxy Statement | 30 |
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| Other Strong Corporate Governance Practices | Annual Board, committee and individual director evaluations and self-assessments | The Nominating, Governance & Sustainability Committee conducts a confidential survey of the Board and its committees each year. The independent Lead Director and chair of the Nominating, Governance & Sustainability Committee also conduct a self-assessment interview with each Board member that is designed to enhance his or her participation and role as a member of the Board, as well as to assess the competencies and skills each individual director is expected to bring to the Board. | | | Board diversity policy | As part of the search process for new director candidates, the Nominating, Governance & Sustainability Committee actively seeks out women and underrepresented candidates to include in the pool from which Board nominees are chosen (and instructs any search firm engaged for the search to do so). | | | Director overboarding policy | Our directors may not serve on the boards of more than three public companies, in addition to our Board, and directors who are chief executive officers of public companies may not serve on the boards of more than two other public companies, in addition to our Board. | | | Active shareholder engagement | We regularly engage with our shareholders to better understand their perspectives, and directors have participated when requested by major shareholders. | | | Code of Business Ethics | Our Code of Business Ethics, which applies to all employees as well as all members of the Board, reinforces our core values and helps drive our culture of compliance, ethical conduct and accountability. The contents of our Code of Business Ethics are organized by six fundamental behaviors: Make Your Conduct Count; Comply with Laws; Deliver for Our Clients; Protect People, Information and Our Business; Run Our Business Responsibly; and Be a Good Corporate Citizen. | | | Insider trading policy | We have an insider trading policy, which governs the purchase, sale, and other dispositions of our securities by directors, officers and employees, and Accenture itself, and is designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards. | | | Clawback policies | We maintain two clawback policies applicable to our current and former executive officers. Our Mandatory Clawback Policy complies with the requirements imposed pursuant to Exchange Act Rule 10D-1 and provides for clawback of excess incentive-based compensation in the event of a financial restatement. Our Senior Leadership Clawback policy applies to a broader group of individuals, including our current and former executive officers and other senior leaders, and provides for the recoupment of time- and performance-based cash and equity incentive compensation under specified circumstances as further described under “Executive Compensation—Compensation Discussion and Analysis—Additional Information.” | | | Director and executive officer equity ownership requirements | Each named executive officer is required to hold Accenture equity with a value equal to at least six times his or her base compensation by the fifth anniversary of becoming a named executive officer. Each director is required to hold Accenture equity having a fair market value equal to three times the value of the annual director equity grants within three years of joining the Board. | | | Prohibition on hedging or pledging of company stock | Our directors and all employees are prohibited from entering into hedging transactions, and our directors, our chair and chief executive officer, executive officers, members of our global management committee and other key employees are prohibited from entering into pledging transactions. |
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| 31 | Accenture 2024 Proxy Statement |
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Leadership Structure
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| | Chair and Chief Executive Officer Julie Sweet | Committee Chairs | | | | | | | Paula A. Price(2) | Nancy McKinstry | Jaime Ardila | Arun Sarin(3) | | | Independent Lead Director Gilles C. Pélisson(1) | (Audit) | (Compensation, Culture & People) | (Finance) | (Nominating, Governance & Sustainability) | | | | All committee members are independent. | | | |
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(1)Not standing for re-election at the Annual Meeting. (2)Subject to her re-election at the Annual Meeting, Ms. Travis has been appointed to succeed Ms. Price as chair of the Audit Committee, effective at the completion of the Annual Meeting. (3)Subject to his re-election at the Annual Meeting, Mr. Sarin has been appointed to succeed Mr. Pélisson as independent Lead Director, effective at the completion of the Annual Meeting. We believe strong independent leadership is essential for the Board to effectively perform its functions and to help ensure independent oversight of management. Our Corporate Governance Guidelines provide the Board with the flexibility to choose the appropriate Board leadership structure for the Company based on what it believes is best for Accenture and its shareholders at a given point in time. Our Corporate Governance Guidelines also provide that if the same person holds the chair and chief executive officer roles, or if the chair is not independent, the independent directors of the Board will designate one of the independent directors to serve as the independent Lead Director. Currently, our Board leadership structure consists of an independent Lead Director, a chair (who is also our chief executive officer) and strong independent committee chairs. The Board believes our structure provides independent Board leadership with the benefit of our chief executive officer serving as the chair at our regular board meetings. The Board regularly reviews its leadership structure and has determined that this structure is in the best interests of the Company and its shareholders at this time. Among other factors, the Board considered and evaluated: Ms. Sweet’s knowledge of Accenture and its industry, which has been built up over 14 years of experience with the Company; the strength of Ms. Sweet’s vision for the Company and the quality of her leadership; the importance of consistent, unified leadership to execute and oversee the Company’s strategy; the strong and highly independent composition of the Board; and the meaningful responsibilities of the independent Lead Director. In addition, the Board believes this leadership structure also enhances its oversight of material risks because the chair and chief executive officer is uniquely positioned to identify and inform the Board of emerging risks while the independent Lead Director and committee chairs, as well as the other independent directors, provide independent oversight of the Company’s risk management programs. Gilles Pélisson has served as our independent Lead Director since January 2020 and has been a director since 2012. In accordance with our Corporate Governance Guidelines, the independent directors designated Arun Sarin to succeed Mr. Pélisson as independent Lead Director, effective at the completion of the Annual Meeting (subject to his re-election at the Annual Meeting). The independent directors believe that Mr. Sarin is well suited to serve as independent Lead Director given his significant global, managerial and financial experience, a strong background in innovation and technology, as well as his experience in corporate governance from serving as the chair of our Nominating, Governance & Sustainability Committee and a member and chair of several public company boards. As a result of his broad-based and relevant background, as well as his deep knowledge of Accenture’s business, Mr. Sarin is well-positioned as independent Lead Director to provide constructive, independent and informed
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| Accenture 2024 Proxy Statement | 32 |
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guidance and oversight to management. The Board believes that the presence of our independent Lead Director who, as described below, has meaningful oversight responsibilities, together with a combined chair and chief executive officer, provides the Company with the optimal leadership to drive the Company forward at this time. We continue to believe it is important that the Board retain flexibility to determine whether these roles should be separate or combined based upon the Board’s assessment of the Company’s needs. The Board recognizes that no single leadership model is right for all companies and at all times, and will continue to evaluate whether to split or combine the chair and chief executive officer roles to help ensure our leadership structure continues to be in the best interests of the Company and our shareholders. Independent Lead Director The independent Lead Director helps to ensure there is an appropriate balance between management and the independent directors and to keep the independent directors fully informed and able to discuss and debate the issues that they deem important. The responsibilities of the independent Lead Director, which are described in the Company’s Corporate Governance Guidelines, include, among others:
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| •Agendas Provides input on issues for Board consideration, helps set and approve the Board agenda, ensures that adequate information is provided to the Board, helps ensure that there is sufficient time for discussion of all agenda items and approves schedules for Board meetings. •Board Meetings Presides at all meetings of the Board at which the chair is not present. •Executive sessions Has authority to call meetings of independent directors and presides at all executive sessions of the independent directors. | •Communicating with directors Acts as a liaison between the independent directors and the chair and chief executive officer. •Communicating with shareholders If requested by major shareholders, is available for consultation and direct communication. Serves as a liaison between the Board and shareholders on investor matters. •Board evaluation process Reviews annual anonymous surveys and conducts in-person self-assessment interviews with each Board member, together with the chair of the Nominating, Governance & Sustainability Committee, in order to gain valuable insights on how to strengthen the performance of the Board, its committees and individual directors. |
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In addition to the above responsibilities, our independent Lead Director also has regular meetings with the chairs of the Board committees as well as our chair and chief executive officer, to discuss critical matters and other ongoing topics, including acquisitions and management decisions. In assessing who would succeed Gilles C. Pélisson as the independent Lead Director, the Nominating, Governance & Sustainability Committee considered the responsibilities of the independent Lead Director (as summarized above) as well as the core skills needed to fulfill this role, including, among others, each independent director’s ability to lead their fellow independent directors, communication skills, personal effectiveness and sufficient experience and tenure at Accenture, including experience in corporate governance. Mr. Pélisson met with each of the independent directors to discuss the criteria, process and potential candidates, and, following these discussions, the independent directors determined to designate Mr. Sarin as the independent Lead Director to succeed Mr. Pélisson upon the completion of the Annual Meeting.
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| 33 | Accenture 2024 Proxy Statement |
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Director Independence The Board has adopted categorical standards designed to assist the Board in assessing director independence (the “Independence Standards”), which are included in our Corporate Governance Guidelines. The Corporate Governance Guidelines and the Independence Standards have been designed to comply with the standards required by the New York Stock Exchange (“NYSE”). In accordance with the applicable NYSE rules and our Corporate Governance Guidelines, the Board performs an annual review of the independence of all directors and nominees. To be considered independent, a director must not have any direct or indirect material relationship with Accenture, as determined affirmatively by the Board. In addition, committee members are subject to any additional independence requirements that may be required by applicable law, regulations and NYSE listing standards. In making its independence recommendations, the Nominating, Governance & Sustainability Committee evaluates the various commercial, charitable and employment transactions and relationships known to the committee that exist between Accenture and its subsidiaries on the one hand, and the directors and the entities with which certain directors or members of their immediate families are, or have been, affiliated (including those identified through our annual director questionnaires) on the other. Furthermore, the committee discusses other relevant facts and circumstances regarding the nature of these transactions and relationships to determine whether other factors, regardless of the Independence Standards, might compromise a director’s independence. Based on its analysis, the Nominating, Governance & Sustainability Committee recommended, and the Board determined that each of the following directors and director nominees are independent under all applicable standards, including, with respect to members of the Audit and Compensation, Culture & People Committees, those applicable to such committee service: Jaime Ardila, Martin Brudermüller, Alan Jope, Nancy McKinstry, Beth E. Mooney, Jennifer Nason, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin and Tracey T. Travis. The Board concurred in these recommendations. The Board expects that it will determine that Mr. Uotani is independent upon stepping down as Chief Executive Officer of Shiseido Co. Ltd. in December 2024. In reaching its determinations, the committee and the Board considered that during fiscal 2024, Martin Brudermüller, Nancy McKinstry, Jennifer Nason, Gilles C. Pélisson and Tracey T. Travis were employed by organizations that do business with Accenture. The amount received by Accenture or such other organization in each of the last three fiscal years did not exceed the greater of $1 million or 1% of either Accenture’s or such organization’s consolidated gross revenues. Board Oversight Oversight of Strategy The Board is responsible for providing governance and oversight over the strategy, operations and management of Accenture. Acting as a full Board and through the Board’s four standing committees, the Board is involved in the Company’s strategic planning process. Each year, the Board holds a strategy retreat during which members of the Accenture Leadership team present the Company’s overall corporate strategy and seek input from the Board. “Accenture Leadership” is comprised of members of our global management committee, senior managing directors and managing directors. At subsequent meetings, the Board continues to review the Company’s progress against its strategic plan. In addition, throughout the year, the Board will review specific strategic initiatives where the Board will provide additional oversight. The Board is continuously engaged in providing oversight and independent business judgment on the strategic issues that are most important to the Company. From time to time, we have held deep-dive “director immersion” sessions or workshops to further increase directors’ understanding on issues affecting Accenture. Oversight of Risk The full Board is responsible for overseeing the Company’s enterprise risk management (“ERM”) program. As described more fully below, the Board fulfills this responsibility both directly and through its standing committees, each of which assists the Board in overseeing a part of the Company’s overall risk management. Our ERM program and disclosure controls and procedures are designed to appropriately escalate key risks to the Board as well as to analyze potential risks for disclosure. The risks described in this section include those formally monitored at a Board or committee level as part of the ERM program, which includes the annual risk assessment process, program scope, status of priority and emerging risks and risk profile, among other things, or pursuant to committee charters. These risks do not represent a complete list of all enterprise risks that are considered and addressed from time to time by the Board and its committees. For more information on risks that affect our business, please see our most recent Annual Report on Form 10-K and other filings we make with the Securities & Exchange Commission (the “SEC”).
Other Public Company Directorships
| Accenture 2024 Proxy Statement | 34 |
Other Public Company Directorships
| Board Oversight of Risk | | | •Receives an annual review of the Company’s ERM program, which includes: –the annual risk assessment process, status of priority and emerging risks and associated mitigation activities –the Company’s approach to talent management, IT security and data protection, economic and geopolitical risks, contract delivery and business resilience, among other things, with specific discussions during fiscal 2024 relating to generative and responsible AI | •Receives interim updates as appropriate •Reviews reports from external advisors such as outside counsel and industry experts to further understand priority risk areas •Delegates specific risk oversight responsibility to committees based on expertise, as described below, and receives quarterly reports from the Board committee chairs, which include, when appropriate, updates with respect to risks overseen by the respective committees |
Other Public Company Directorships
| Committee Oversight of Risk | | | Audit Committee •Reviews our guidelines and policies with respect to risk assessment and management •Reviews major financial, contract and information technology risk exposures, including cybersecurity, AI, data privacy and data security, along with the monitoring and mitigation of these exposures •Receives quarterly updates on the ERM program and, in addition, reviews enterprise risks and risk management topics, as needed •Discusses with the chairs of the other committees the risk assessment process for the risks overseen by those committees, on at least an annual basis | Compensation, Culture & People Committee •Reviews and discusses with management their assessment of people and culture-related risks, including whether any risks arising from the Company’s compensation programs are reasonably likely to have a material adverse effect on the Company Finance Committee •Reviews and discusses with management financial-related risks, including interest rate, foreign exchange, counterparty and liquidity-related risks, major acquisitions and insurance exposure Nominating, Governance & Sustainability Committee •Evaluates the overall effectiveness of the Board and its committees •Monitors evolving ESG risks, including sustainability plans and targets, shareholder expectations regarding ESG matters and ESG-related disclosures |
Other Public Company Directorships
| Enterprise Risk Management Program | | ERM Program •An annual and ongoing process designed to identify, assess and manage the Company’s risk exposures over multiple time horizons •The general counsel, who reports to our chair and chief executive officer, oversees the Company’s ERM program •Priority risk areas are assigned to one or more members of our global management committee to manage •While the formal ERM assessment is conducted annually, the process provides the flexibility to make changes to the identified risks as needed and leaders engage with the ERM management team to escalate risks as appropriate ERM Process •Members of Accenture Leadership representing all markets and services are surveyed each year to provide insight into changing risk levels •Based in part on the survey results and on other internal and external inputs, the Company: –identifies its material operational, strategic and financial risks –ensures clear accountability of senior leaders, who are responsible to monitor, manage and mitigate –utilizes internal and external thought leadership to benchmark risk priorities on an annual basis –evaluates and prioritizes these risks by taking into account many factors, including the potential impact of risk events should they occur, the likelihood of occurrence and the effectiveness of existing risk mitigation strategies |
Other Public Company Directorships
| 35 | Accenture 2024 Proxy Statement |
Website: https://businessethicsline.com/accenture
| | Additional Annual Director Compensation | | | | | | | Compensation Element | Amount | | | | | | Retainer for Independent Lead Director | $60,000 | | | | | | Committee Membership Retainers | Committee Chair | | Committee Member | | | | Audit | | $35,000 | | $17,500 | | | Compensation, Culture & People | | $30,000 | | $15,000 | | | Finance | | $25,000 | | $12,500 | | | Nominating, Governance & Sustainability | | $25,000 | | $12,500 |
Website: https://businessethicsline.com/accenture
(1)Each of our independent directors may elect to receive the annual retainer and other retainers in the form of cash, entirely in the form of restricted share units (“RSUs”) or one-half in cash and one-half in RSUs. Grants of RSUs to our independent directors are fully vested on the date of grant, and future delivery of the underlying shares is not dependent on a director’s continued service. Directors are entitled to a proportional number of additional RSUs on outstanding awards if we pay a dividend. The underlying shares for RSU awards granted in fiscal 2024 will be delivered one year after the grant date; directors may not further delay delivery of the shares. Newly appointed directors who are elected or appointed after the date of the annual general meeting will receive an initial award of fully vested RSUs valued at approximately $240,000 upon appointment to the Board in lieu of the annual RSU grant.
Governance Features
| Name(1) | Fees Earned or Paid in Cash ($)(2) | | Stock Awards ($)(3)(4) | | All Other Compensation ($)(5) | | Total($) | | | Jaime Ardila | | $165,000 | | $239,989 | | $15,294 | | $420,283 | | Martin Brudermüller | | $63,750 | | $239,989 | | — | | $303,739 | | Alan Jope | | $122,500 | | $239,989 | | — | | $362,489 | | Nancy McKinstry | | $152,500 | | $239,932 | | — | | $392,432 | | Beth E. Mooney | | $137,500 | | $239,989 | | $13,688 | | $391,177 | | Gilles C. Pélisson | | $182,500 | | $239,690 | | — | | $422,190 | | Paula A. Price | | $160,000 | | $239,989 | | — | | $399,989 | | Venkata (Murthy) Renduchintala | | $140,000 | | $239,989 | | $13,048 | | $393,037 | | Arun Sarin | | $150,000 | | $239,989 | | — | | $389,989 | | Tracey T. Travis | | $140,000 | | $239,860 | | $10,000 | | $389,860 |
Governance Features
(a)As described above, cash retainers are paid quarterly in arrears. As a result, Mr. Brudermüller, who was appointed to the Board effective as of January 31, 2024 and elected to receive his annual and committee retainers in the form of cash, received two quarterly payments during fiscal 2024 for the quarters ending in April and July, equal to 50% of his total annual and committee retainers. The tables above reflect only these two payments, as the payments for the quarters ending in October and January will be reported in the Director Compensation table for fiscal 2025. (b)Ms. Travis and Mr. Pélisson elected to receive 100% of their retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to the cash amount that they would otherwise have received for service over the following year. Ms. McKinstry elected to receive 50% of her retainers in the form of fully vested RSUs, with a grant date fair value approximately equal to 50% of the cash amount she would otherwise have received for service over the following year. The number of fully vested RSUs awarded was based on the fair market value of Accenture plc Class A ordinary shares on the date of grant, rounded down to the nearest number of whole shares. (3)Represents aggregate grant date fair value of stock awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“Topic 718”). For more information, please refer to Note 13 (Share-Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended August 31, 2024. Reflects the grant of a whole number of shares. (4)The aggregate number of vested RSU awards for which shares had not yet been delivered and that remained outstanding at the end of fiscal 2024 for each of our independent directors was as follows:
Governance Features
| Name | Aggregate Number of Vested RSU Awards Outstanding as of August 31, 2024 | | Jaime Ardila | 658 | | Martin Brudermüller | 658 | | Alan Jope | 658 | | Nancy McKinstry | 867 | | Beth E. Mooney | 658 | | Gilles C. Pélisson | 1,157 | | Paula A. Price | 658 | | Venkata (Murthy) Renduchintala | 658 | | Arun Sarin | 658 | | Tracey T. Travis | 1,042 |
Our Commitment to Responsible Procurement
| Procurement Plus Our overarching buying approach, Procurement Plus, shapes how we work with suppliers to promote sustainability and deliver long-term value for our clients, suppliers and communities. We require our suppliers to adhere to our Supplier Standards of Conduct, which supplement our Code of Business Ethics, or to make an equivalent commitment. | | | Supplier Inclusion & Sustainability Program Our Supplier Inclusion & Sustainability Program guides how we work with suppliers to promote environmental sustainability, human rights and supplier inclusion & diversity. | Sustainable Procurement Hub We continue to drive innovation in supplier inclusion & sustainability by leveraging technology tools such as our Sustainable Procurement Hub, which allows us to assess and track performance in environmental sustainability, human rights, supplier inclusion & diversity and ethics and compliance for suppliers we engage through the Hub. |
Our Commitment to Responsible Procurement
| Our executive compensation program is based on the following: •Pay-for-Performance by aligning compensation to company performance. •Appropriate Pay Mix with an emphasis on performance-based compensation. •Delivering 360° Value for our clients, people, shareholders, partners and communities, with our culture of shared success. •Competitive Benchmarking against our compensation peer group and similar roles across the broader market. •Leadership Essentials demonstrated by executives are considered in determining compensation outcomes. |
Our Commitment to Responsible Procurement
| | Pay Element | Payment Form | Description/Objectives | | Fixed | Base Compensation | Cash | •Provides a fixed level of compensation each year. •Reflects the executive’s leadership role. | | Variable | Global Annual Bonus | Cash | •Funded and accrued during the fiscal year based on Company financial performance, compared to the earnings target for the year. •Amounts are based on both individual and Company performance for the fiscal year, including performance against annual objectives which include financial and non-financial objectives. | | | Key Executive Performance Share Program | Equity | •The most significant element of compensation. •Vesting of awards is tied to meeting performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-year period. •Grant value modifier ranging from 0.85X to 1.15X based on Company performance. | | | Accenture Leadership Performance Equity Award Program | Equity | •Recognize and reward Accenture leaders based on individual, team and Company performance, in each case, with respect to the prior fiscal year. | | | Voluntary Equity Investment Program | Equity | •Opportunity for eligible Accenture leaders to designate up to 30% of cash compensation to make monthly purchases of Accenture plc Class A ordinary Shares. •50% matching RSU grant following the end of the program year that generally vests 2 years later. |
What we do
What we do Align our executive pay with performance Set challenging performance objectives Provide an appropriate mix of short- and long-term incentives Align executive compensation with shareholder returns through performance-based vesting of equity incentive awards Use appropriate peer groups when establishing compensation Maintain meaningful equity ownership guidelines Include caps on individual payouts in short- and long-term incentive plans Maintain clawback policies applicable to cash and equity incentive awards (including both time- and performance-based) Mitigate potential dilutive effects of equity awards through our share repurchase programs Hold an annual “say-on-pay” advisory vote Conduct annual compensation risk review and assessment Retain an independent compensation consultant
What we don’t do
What we don’t do No contracts with multi-year guaranteed salary increases or non-performance bonus arrangements No “golden parachutes,” change in control payments or excise tax gross-ups No change in control “single trigger” equity acceleration provisions No dividends or dividend equivalents paid until vesting No hedging or pledging of Company shares No supplemental executive retirement plans
What we don’t do
Pay-for-Performance The Compensation, Culture & People Committee believes that total compensation for the Company’s named executive officers should closely align with the Company’s performance and each individual’s performance. When setting compensation, the committee considers the Company’s performance and compensation earned over a multi-year period, in each case, relative to our peer group. As the graph below shows, the Company’s performance with respect to total shareholder return over a three-year period was at the 30th percentile among the companies in our peer group as of August 31, 2024. The realizable total direct compensation for our chair and chief executive officer over this same period was at the 21st percentile, which indicates that relative Company performance ranked higher than relative realizable pay, as compared to our peer group. We define realizable total direct compensation as the sum of the following, based on information reported in each company’s most recent annual proxy statement: 1.all cash compensation earned during the preceding three-year period; 2.the value of all time-vested restricted shares, RSUs and stock options granted (or a ratable portion of the incremental value of any such awards modified) during the preceding three-year period as of August 31, 2024; and 3.the value of all performance-vested restricted shares and RSUs granted during the preceding three-year period, based on actual performance results or estimated performance to date (based on proxy disclosures) as of August 31, 2024. The companies included in our peer group used for benchmarking executive compensation are identified under “— Role of Benchmarking” below. As noted above, the Company’s performance with respect to total shareholder return over a three-year period was at the 30th percentile among the companies in our peer group as of August 31, 2024. The average realizable total direct compensation for all of our named executive officers for the same three-year period was at the 18th percentile, which indicates that relative Company performance ranked higher than the average relative realizable pay of all of our named executive officers, as compared to our peer group. Say-on-Pay Vote Shareholders continued to show strong support for our executive compensation programs, with more than 90% of the votes cast for the approval of our “say-on-pay” proposal at our 2024 annual general meeting of shareholders. Given this strong support, which we believe demonstrates our shareholders’ satisfaction with the alignment of our
What we don’t do
named executive officers’ compensation and the Company’s performance, the Compensation, Culture & People Committee determined not to implement any significant changes to our compensation programs in fiscal 2024 as a result of the shareholder advisory vote. Process for Determining Executive Compensation With guidance from its independent compensation consultant, Pay Governance LLC (“Pay Governance”), the Compensation, Culture & People Committee reviews and approves a peer group annually in July for use in conducting competitive market benchmarking of compensation for our named executive officers. This peer group is used to provide a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business for purposes of assessing compensation for our named executive officers, as further described under “—Role of Benchmarking.” The Compensation, Culture & People Committee holds two meetings in October of each year. At the first meeting, the committee, with input from the Nominating, Governance & Sustainability Committee, assesses overall Company performance for the completed fiscal year as well as the performance of our chair and chief executive officer. At this same meeting, the committee reviews internal pay equity data and external benchmarking reports, as discussed below under “—Role of Benchmarking.” At the subsequent meeting, the committee, with input from Pay Governance, considers this overall Company performance, such benchmarking and internal compensation references, as well as the chair and chief executive officer’s recommendations when determining each other individual named executive officer’s performance rating in assessing whether they exceeded, met or partially met their performance objectives for the year and setting their individual compensation levels. Determining Company Performance In October 2024, the Compensation, Culture & People Committee and the Nominating, Governance & Sustainability Committee, in consultation with Ms. Sweet and Ms. McClure, evaluated overall Company performance for fiscal 2024 by reviewing the results achieved against the previously established quantitative performance objectives for the year (as discussed below under “—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations”), including a qualitative assessment, and then determined whether the Company exceeded, met or partially met the objectives as a whole for the year. In assessing overall Company performance, the committees considered those aspects of the Company’s performance reflected in “—Driving Reinvention, Delivering 360° Value” above. The committees recognized that against the backdrop of a challenging market environment with slower pace and level of client spending, the Company rapidly shifted to meet our clients’ need for large reinventions, delivered a significant increase in generative AI sales and revenue, and increased the number of Diamond clients, the Company’s largest client relationships. The committees considered that the Company achieved record bookings, executed on strategic business optimization imperatives, expanded operating margin, and continued to increase its market share, while continuing to significantly invest in the business and its people with $6.6 billion in strategic acquisitions, $1.2 billion in research and development and $1.1 billion in training and development. As a result of this quantitative and qualitative assessment, the committees set the Company’s performance rating for fiscal 2024 in the “exceeds” category, compared to “meets” for fiscal 2023. The committees’ evaluation of Ms. Sweet’s performance is discussed below under “—Fiscal 2024 Compensation Decisions.” At the second meeting in October of 2024, the Company’s performance rating was used as one of the key factors in setting levels of each of the performance elements of compensation for the named executive officers as described below. In approving compensation, the Compensation, Culture & People Committee took into account the individual performance rating for Ms. Sweet that it set, together with the Nominating, Governance & Sustainability Committee, and the individual performance ratings that it set, together with Ms. Sweet, for the other named executive officers. Applying these performance ratings, and after considering appropriate internal and external benchmarking data, the committee then approved compensation for each named executive officer.
What we don’t do
Performance Objectives Used in Evaluations As discussed above, performance-based compensation is determined by evaluating performance against annual objectives. The objectives for fiscal 2024 were set forth in our shared success scorecard, which aligns to our fundamental and strategic priorities. These objectives go through multiple layers of review, including by the Compensation, Culture & People Committee’s independent compensation consultant, who confirmed that the objectives are rigorous and challenging before being reviewed and approved by the committee. Performance against the shared success scorecard served as one of the components against which the Compensation, Culture & People Committee, together with the Nominating, Governance & Sustainability Committee, considered Ms. Sweet’s performance, and the committee, together with Ms. Sweet, considered each other named executive officer’s performance, for fiscal 2024. The fiscal 2024 shared success scorecard included financial performance objectives that were established by reference to our business plan, as well as other nonfinancial objectives, as described below. Our named executive officers also have additional objectives specific to their roles. We believe that encouraging our named executive officers, as well as other employees with management responsibility, to focus on a variety of performance objectives that reflect our commitment to creating value for our clients, people, shareholders, partners and communities reduces the incentive to take excessive risk with respect to any single objective. The Company does not apply a formula or use a predetermined weighting when comparing overall performance against the various objectives, and no single objective is material in determining individual performance and resulting pay decisions. For fiscal 2024, each of the named executive officers and other members of the global management committee were evaluated under the shared success scorecard, which included enterprise-wide objectives in the following key categories. In addition, leaders were evaluated under additional individual performance objectives where they could make a personal impact.
What we don’t do
Fiscal 2024 Compensation Decisions Summaries of the compensation decisions made by the Compensation, Culture & People Committee in recognition of our named executive officers’ performance during fiscal 2024 are described below. Chair and Chief Executive Officer In October 2024, the Compensation, Culture & People Committee and the Nominating, Governance & Sustainability Committee considered Ms. Sweet’s individual performance against the metrics described above under “—Process for Determining Executive Compensation.” The committees also took into account feedback solicited by our chief leadership & human resources officer from members of our executive committee and other senior leaders. Ms. Sweet was not involved in setting her compensation and was not present during the review of her performance or approval of her compensation. The committees set Ms. Sweet’s individual performance rating for fiscal 2024 at a level consistent with the overall Company performance rating, which was in the “exceeds” category. In making its compensation decisions, the Compensation, Culture & People Committee considered many factors, including the Company’s financial results in a challenging market environment, particularly in delivering record new bookings, including $3 billion in new generative AI bookings, and taking decisive action in positioning the Company for future success. In addition, the committees noted Ms. Sweet’s leadership driving strategic investments through acquisitions, top ecosystem partnerships, and her commitment to developing and training the Company’s people, including skilling approximately 57,000 data and AI practitioners; and her unwavering focus on building client relationships. The committee also recognized Ms. Sweet’s exceptional commitment to Accenture’s people and delivery of 360° value to our stakeholders. In addition, the committees established Ms. Sweet’s performance grant value modifier, as further described under “—Compensation Programs,” for purposes of determining the target value of her fiscal 2025 Key Executive Performance Share Program award, at 0.95X based on the Company’s two-year relative total shareholder return and fiscal 2024 performance. At the October 2024 meetings, the Compensation, Culture & People Committee and its independent compensation consultant, Pay Governance, also discussed market trends and reviewed benchmarking reports, as discussed below under “—Role of Benchmarking.” As part of this review, when setting Ms. Sweet’s compensation based on her performance during fiscal 2024, the committee considered the Company’s performance results for fiscal 2024, delivery on key business goals, as well as external market references (including absolute and relative performance against the Company’s peers) and internal compensation references.
What we don’t do
| | Julie Sweet Chair and Chief Executive Officer | | | | Base Compensation (as of Dec. 1, 2024): | | $1,550,000 (no change) | 72% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Fiscal 2024 Global Annual Bonus: | | $2,000,000 (40% decrease from fiscal 2023) | | | Target Values of January 2025 Equity Awards: | | •$15,675,000 under Key Executive Performance Share Program (10% increase from January 2024 award) •$6,000,000 under Accenture Leadership Performance Equity Award Program (20% increase from January 2024 award) | |
What we don’t do
| | Manish Sharma Chief Executive Officer—the Americas | | | | Base Compensation (as of Dec. 1, 2024): | | $1,100,000 (no change)(1) | 77% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Fiscal 2024 Global Annual Bonus: | | $675,000 (52% decrease from fiscal 2023)(2) | | | Target Values of January 2025 Equity Awards: | | •$4,322,500 under Key Executive Performance Share Program (14% increase from January 2024 award) •$1,300,000 under Accenture Leadership Performance Equity Award Program (no change) | |
What we don’t do
(1)While Mr. Sharma’s base salary as of December 1, 2024 was unchanged from the level in effect as of December 1, 2023, each of which was approved in U.S. dollars, his base salary for the first quarter of fiscal 2024 was paid in Indian rupees resulting in the amount shown in the Summary Compensation Table after application of an exchange rate of 83.24493, which was the average of the monthly translation rates for fiscal 2024. (2)A portion of Mr. Sharma’s fiscal 2024 Global Annual Bonus amount was converted from Indian rupees to U.S. dollars at an exchange rate of 83.24493, which was the average of the monthly translation rates for fiscal 2024. For purposes of determining the percentage change of Mr. Sharma’s fiscal 2024 Global Annual Bonus compared to his fiscal 2023 Global Annual Bonus, Mr.
What we don’t do
| | John Walsh(1) Chief Operating Officer | | | | Base Compensation (as of Dec. 1, 2024): | | $1,100,000 | 76% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Fiscal 2024 Global Annual Bonus: | | $635,000 | | | Target Values of January 2025 Equity Awards: | | •$4,180,000 under Key Executive Performance Share Program •$1,300,000 under Accenture Leadership Performance Equity Award Program | |
What we don’t do
Fiscal 2024 Peer Group The Compensation, Culture & People Committee reviews and approves a peer group annually for use in conducting competitive market analyses of compensation for our named executive officers. We do not believe many companies compete directly with us in all lines of our business. However, the committee identifies a peer group of relevant public companies for which data are available that are comparable to the Company in at least some areas of our business. Our peer group includes companies that have one or more of the following attributes, which were considered in the screening process to identify appropriate peers: •Listed Company. Publicly traded securities listed on a U.S. stock exchange that are subject to reporting obligations that are similar to Accenture’s; •Similar Business or Industry. Similar business or services operations in the industries and markets in which Accenture competes and/or a similar business reliance on human capital; •Comparable Revenues. Revenues within a range similar to Accenture’s revenues; •Competitor. Being a direct line-of-business competitor; and •Global Scale. Large, global companies with multiple lines of business, typically S&P 100 companies with strong brand recognition. In July 2024, based on the recommendations of the Compensation, Culture & People Committee’s independent compensation consultant, the committee made no changes with respect to the fiscal 2024 compensation peer group and believes the fiscal 2024 compensation peer group below continues to accurately reflect Accenture’s size and complexity. The Compensation, Culture & People Committee further believes the fiscal 2024 compensation peer group provides a meaningful gauge of current pay practices and levels as well as overall compensation trends among companies engaged in the different aspects of the Company’s business for purposes of assessing fiscal 2024 compensation for our named executive officers. The committee compares each named executive officer’s total target compensation to total target compensation for similar positions within this peer group when setting compensation levels, although the committee excludes outliers when it determines, in consultation with its independent compensation consultant, that such exclusion is appropriate. This ensures that the committee has the appropriate benchmarking data to compare pay levels of our named executive officers in the highly competitive and fluid executive labor market for large technology companies.
What we don’t do
| Peer Group for Assessing Fiscal 2024 Compensation | | | Chubb Limited Cisco Systems, Inc. Cognizant Technology Solutions Corporation General Dynamics Corporation Honeywell International Inc. Intel Corporation International Business Machines Corporation | Marsh & McLennan Companies, Inc. Microsoft Corporation Morgan Stanley Oracle Corporation QUALCOMM Incorporated Salesforce, Inc. Visa Inc. |
What we don’t do
| Accenture Vs. Peer Group(1) | | | Revenue | Market Capitalization | | | |
What we don’t do
| Cash Compensation | Long-Term Equity Compensation | | •Base Compensation •Global Annual Bonus | •Key Executive Performance Share Program •Accenture Leadership Performance Equity Award Program •Voluntary Equity Investment Program |
Global Annual Bonus
Global Annual Bonus The Global Annual Bonus is designed to tie pay to both individual and Company performance for the fiscal year; in particular, financial performance compared to the earnings target established by the Compensation, Culture & People Committee. Final overall funding decisions are made at the end of the fiscal year based primarily upon the Company’s performance against this target and are subject to approval by the committee. Once the program’s Company-wide funding for the year is finalized, individual payouts are determined based on the Company’s overall performance against our shared success scorecard as well as each eligible employee’s career level within the Company and individual performance rating. Payments under this program are made after each fiscal year-end. The program is designed to provide higher incentive opportunities as employees advance through our career levels. A large number of Accenture employees are eligible for the Global Annual Bonus, including members of Accenture Leadership (more than 10,200 employees) and each of our named executive officers. Each of the named executive officers was assigned a fiscal 2024 Global Annual Bonus target that is a percentage of his or her base salary as shown below. A named executive officer may earn more or less than his or her target award based upon the Company’s overall funding of the bonus pool, performance against the shared success scorecard and his or her individual annual performance rating, ranging from a minimum bonus of 0% up to a maximum bonus (assuming 100% funding of the fiscal 2024 bonus pool), as shown below.
Global Annual Bonus
| Named Executive Officer | FY24 Minimum Bonus as a % of Base Salary(1) | FY24 Target Bonus as a % of Base Salary(1) | FY24 Maximum Bonus as a % of Target Bonus(1) | | Julie Sweet | 0% | 250% | 200% | | KC McClure | 0% | 175% | 171% | | Manish Sharma | 0% | 175% | 171% | | John Walsh | 0% | 175% | 171% | | Jean-Marc Ollagnier | 0% | 175% | 171% |
Global Annual Bonus
(1)Fiscal 2025 bonus levels as a percentage of base salary were unchanged for all of the named executive officers, except for Ms. McClure and Mr. Ollagnier, who will not participate in the Company’s fiscal 2025 Global Annual Bonus Plan. The Compensation, Culture & People Committee took the Company’s fiscal 2024 performance into consideration in approving an overall funding percentage for the Global Annual Bonus that resulted in a decrease in the fiscal 2024
Global Annual Bonus
| Accenture 2024 Proxy Statement | 74 |
Global Annual Bonus
bonus of our named executive officers of 40% to 55% compared to fiscal 2023. In determining the final individual payout levels shown in the “Summary Compensation Table” below, the committee considered the Company’s overall performance against the metrics included in its shared success scorecard, as described under “—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations,” and each executive’s individual annual performance rating, as described under “—Fiscal 2024 Compensation Decisions.” Long-Term Equity Compensation Our long-term equity compensation aligns the interests of our named executive officers with those of our shareholders. The Company intends for long-term equity compensation to constitute the most significant component of the compensation opportunity for the named executive officers. The Company offers all of its equity grants in the form of RSUs, which are subject to performance and/or time vesting requirements. With respect to fiscal 2024, our named executive officers were eligible to receive grants under the following primary programs, which encourage retention and align the interests of eligible participants with our shareholders.
Global Annual Bonus
| Program | Eligible Employees | Objective | | Key Executive Performance Share Program | Senior members of Accenture Leadership | Reward participants for driving the Company’s business to meet performance objectives related to operating income results and relative total shareholder return, in each case, over a 3-year performance period. | | Accenture Leadership Performance Equity Award Program | Members of Accenture Leadership | Recognize and reward participants based on individual, team and Company performance, in each case, with respect to the prior fiscal year. | | Voluntary Equity Investment Program | Members of Accenture Leadership | Encourage share ownership through voluntary share purchases, with a 50% matching RSU grant following the end of the program year that generally vests 2 years later. |
Key Executive Performance Share Program
Key Executive Performance Share Program The Key Executive Performance Share Program is the program under which the Compensation, Culture & People Committee grants the majority of RSUs to the senior members of Accenture Leadership and is intended to be the most significant element of our named executive officers’ compensation over time. The program takes operating income and total shareholder return into account, with operating income results weighted more heavily than total shareholder return. This approach recognizes that operating income more accurately reflects the Company’s performance against its objectives. Since vesting of grants under the program depends on Accenture’s cumulative performance against these metrics over the applicable three-year performance period, a significant portion of the named executive officers’ realizable total direct compensation is aligned against performance over an extended period. Thus, for example, a period of poor performance against the Company’s operating income or relative total shareholder return targets could affect the ultimate vesting percentage for several years of RSU grants made to the named executive officers under this program. The Company also believes linking compensation to long-term Company performance encourages prudent risk management and discourages excessive risk taking for short-term gain. Based on the Company’s cumulative operating income (weighted 75%) and relative total shareholder return (weighted 25%) for the three-year period from fiscal 2022 through fiscal 2024, the 2022 Key Executive Performance Share Program awards vested at 88.2% of the target level. Awards under our 2024 Key Executive Performance Share Program have a three-year performance period beginning on September 1, 2023 and ending on August 31, 2026. •Operating Income Results. Up to 75% of the total RSUs will vest, if at all, at the end of the three-year performance period based upon the achievement of operating income targets by the Company during the performance period. For each fiscal year during the performance period, the Compensation, Culture & People Committee approves an operating income plan for this program that the committee deems to be challenging. The aggregate of these three annual operating income plans forms the reference, or target, for measuring aggregate operating income results over the three years. Performance is then calculated as the actual aggregate operating income divided by the target aggregate operating income, with the percentage of RSUs that will vest determined as shown in the table below.
Key Executive Performance Share Program
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Key Executive Performance Share Program
•Relative Total Shareholder Return. Up to 25% of the total RSUs will vest, if at all, at the end of the three-year performance period based upon Accenture’s total shareholder return, as compared to the total shareholder return of the comparison companies listed below, together with the S&P 500 Total Return Index. Relative total shareholder return is determined by dividing the fair market value of the stock of a company at the end of the performance period (August 31, 2026), adjusted to reflect cash, stock or in-kind dividends paid on the stock of that company during the performance period, by the fair market value of that stock at the beginning of the performance period (September 1, 2023). In order to compare Accenture’s relative total shareholder return with that of our comparison companies and the S&P 500 Total Return Index, each company and the S&P 500 Total Return Index is ranked in order of its total shareholder return. Accenture’s percentile rank among the comparison companies and the S&P 500 Total Return Index is then used to determine the percentage of RSUs that will vest as shown in the table below.
Key Executive Performance Share Program
| | Operating Income | | Relative TSR | | | Performance Level(1) | Accenture Performance Rate vs. Target | Percentage of RSUs that Vest (Out of a Target of 75%) | Accenture Percentile Rank | Percentage of RSUs that Vest (Out of a Target of 25%) | | Below Threshold | Below 80% | 0% | Below 40th percentile | 0% | | Threshold | 80% | 37.5% | 40th percentile | 12.5% | | Target | 100% | 75% | 60th percentile | 25% | | Maximum | 115% or greater | 150% | At or above 80th percentile | 50.0% |
Key Executive Performance Share Program
(1)We will proportionally adjust the number of RSUs that vest if Accenture’s performance level falls between “Target” and “Maximum,” or between “Threshold” and “Target,” in each case on a linear basis. The following comparison companies, together with the S&P 500 Total Return Index, are used for measuring relative total shareholder return for the 2024 Key Executive Performance Share Program. These companies were reviewed and approved by the Compensation, Culture & People Committee annually in advance of the applicable fiscal year.
Key Executive Performance Share Program
| Key Executive Performance Share Program Peer Group | | | Aon plc Capgemini SE Cisco Systems, Inc. Cognizant Technology Solutions Corporation DXC Technology Company General Dynamics Corporation Infosys Limited Intel Corporation International Business Machines Corporation | Marsh & McLennan Companies, Inc. Microsoft Corporation Oracle Corporation QUALCOMM Incorporated(1) Salesforce, Inc. SAP SE S&P 500 Total Return Index Visa Inc. |
Key Executive Performance Share Program
(1) Added to the group of comparison companies for the Key Executive Performance Share Program for fiscal 2024. This group of companies and the S&P 500 Total Return Index together represent a slightly different and broader list than the fiscal 2024 compensation peer group identified under “—Role of Benchmarking” above. These companies and the S&P 500 Total Return Index together were determined to yield a more appropriate comparative group for purposes of evaluating relative total shareholder return than the fiscal 2024 compensation peer group. Accenture shares underlying the RSUs granted under the Key Executive Performance Share Program that vest are delivered following the Compensation, Culture & People Committee’s determination of the Company’s results with respect to the performance metrics. Each of our named executive officers received a grant of RSUs under the Key Executive Performance Share Program on January 1, 2023 and January 1, 2024. Each of our named executive officers, other than Mr. Ollagnier and Mr. Walsh, whose fiscal 2024 Key Executive Performance Share Program awards were not subject to any service based vesting requirements, was eligible for provisional age-based vesting as of the grant dates. Provisional age-based vesting means that if a participant voluntarily terminates his or her employment after reaching age 50 and completing eight years of continuous service (reduced from 15 years of continuous service in connection with the adoption of the global management committee severance program as further described in “Potential Payments Upon Termination” below), the participant is entitled to pro rata vesting of his or her award at
Key Executive Performance Share Program
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Key Executive Performance Share Program
the end of the applicable three-year performance period based on the portion of the performance period during which he or she was employed. The vesting schedules for the Key Executive Performance Share Program awards that were outstanding at the end of fiscal 2024 are set forth in footnote 5 to the “Outstanding Equity Awards at August 31, 2024” table below. Grant Value Modifier. To further align our named executive officers’ pay with the Company’s performance, the program includes a performance grant value modifier that is used to adjust the target value of each named executive officer’s Key Executive Performance Share award at the time of grant. The performance grant value modifier can range from 0.85X to 1.15X of the otherwise applicable guideline target value of such award and is set by the Compensation, Culture & People Committee based on the Company’s one-year and three-year absolute total shareholder return, as well as an overall assessment of the prior fiscal year performance. If the Company’s relative total shareholder return is below the 55th percentile over the prior two-year period in comparison to a group of third party identified compensation peers, the modifier is capped at 1.00X. The performance grant value modifier approved in October 2023 for January 1, 2024 grants to the named executive officers was set at 0.95X based on the Company’s two-year relative total shareholder return and fiscal 2023 performance. The performance grant value modifier approved in October 2024 for January 1, 2025 grants to the named executive officers was set at 0.95X based on the Company’s two-year relative total shareholder return and fiscal 2024 performance.
Accenture Leadership Performance Equity Award Program
Accenture Leadership Performance Equity Award Program The Accenture Leadership Performance Equity Award Program is designed to recognize and reward members of Accenture Leadership based on individual, team and Company performance in the most recently completed fiscal year. Eligible members of Accenture Leadership receive equity grants in the form of time-vesting RSUs. These awards generally vest in three equal installments on each January 1 following the grant date until fully vested. However, grants under this program to participants who are age 50 or older on the date of grant have a shortened vesting schedule that is graduated based on the age of the participant on the grant date, with a one month vesting period applicable to participants who are age 56 or older on the grant date. As a result, a shorter vesting schedule applied to all or a portion of the RSUs granted under this program to each of our named executive officers in fiscal 2024, as further shown in the “Stock Vested in Fiscal 2024” table below. The actual vesting schedules for these awards outstanding at fiscal year-end are set forth in footnote 2 to the “Outstanding Equity Awards at August 31, 2024” table below.
Voluntary Equity Investment Program
Voluntary Equity Investment Program Under the Voluntary Equity Investment Program, Accenture Leadership, in jurisdictions where permitted, may elect to designate up to 30% of their total cash compensation to this share purchase program. These amounts are deducted from after-tax income and used to make monthly purchases of Accenture plc Class A ordinary shares from Accenture at fair market value on the 5th of each month for deductions taken in the previous month. Participants are awarded a 50% matching RSU grant at the end of the program year in the form of one RSU for every two shares that have been purchased during the program year and that have not been sold or transferred prior to the matching grant date. This matching grant will generally vest in full two years from the date of the grant. Under the program, if a participant leaves Accenture or withdraws from the program prior to the award of the matching grant, he or she generally will not receive a matching grant. In the last completed program year, which ran from January 2023 to January 2024, Mses. Sweet and McClure and Messrs. Sharma and Walsh participated in the Voluntary Equity Investment Program and, based on their respective purchases through the program and holdings at year-end, received a grant of matching RSUs under the Voluntary Equity Investment Program in fiscal 2024 as indicated above and in the “Grants of Plan-Based Awards for Fiscal 2024” table below. The terms of all three of these programs provide that the number of RSUs granted and still outstanding on any applicable record date will be adjusted proportionally to reflect the Company’s payment of dividends or other significant corporate events. Additional RSUs awarded in connection with dividend adjustments are subject to the same vesting conditions as the underlying awards.
Voluntary Equity Investment Program
Other Compensation Consistent with the Company’s compensation philosophy, the Company provides only limited personal benefits to the named executive officers. Like many of our peer companies and consistent with local market practices, these include premiums paid on life insurance policies, tax-return preparation services, occasional guest accompaniment at Company meetings, and personal security arrangements, as may be needed from time to time, and for Ms. Sweet, the use of a car and driver and the use of a Company-provided aircraft for personal travel, which Ms. Sweet uses for security purposes and to maximize the time she is able to spend on the Company’s business. Ms. Sweet is fully responsible for all personal income taxes associated with such personal usage. Mr. Sharma also receives a housing allowance and maintenance costs. Prior to December 2023, Mr. Sharma was based in the United States on a temporary basis, and in accordance with the Company’s temporary assignment policy, Mr. Sharma received certain housing, transportation, tax differential and other payments related to his work assignment, with such benefits ending in December 2023. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2024 is included in the “Summary Compensation Table” below. Additional Information Equity Ownership Requirements The Company has an equity ownership requirement policy pursuant to which the Company’s most stringent share ownership requirements apply to the named executive officers. These share ownership requirements are intended to ensure that each of the named executive officers holds a meaningful ownership stake in Accenture. The Company intends that this ownership stake will further align the interests of the named executive officers and the Company’s shareholders. Under these requirements, each of the named executive officers is required to hold Accenture equity (which may include unvested equity) with a value equal to at least six times his or her base compensation by the fifth anniversary of becoming a named executive officer. Each of the named executive officers maintains ownership of Accenture equity in excess of this requirement. Named executive officers may only satisfy this ownership requirement through the holdings they acquire pursuant to the Company’s share programs. Derivatives and Hedging All employees, including our named executive officers, and members of the Board (or their designees) are prohibited from purchasing shares on margin or purchasing financial instruments or otherwise engaging in transactions that are designed to hedge or offset any fluctuations in the market value of the Company’s equity securities they hold directly or indirectly, whether or not such securities were acquired from Accenture’s equity compensation programs. Pledging Company Securities Our chair and chief executive officer, executive officers, members of our global management committee, other key employees and members of the Board are each prohibited from borrowing against any account in which the Company’s securities are held or pledging the Company’s securities as collateral for a loan. Equity Award Grant Practices The Compensation, Culture & People Committee approves the target value of annual equity awards for the Company’s executive officers and executive committee members, including each of the named executive officers, in recognition of their performance in the prior fiscal year, at its second meeting in October of each year, with a grant date of January 1st of the following year. Accenture Leaders may purchase shares under our Voluntary Equity Investment Program on the 5th day of each month using payroll deductions accumulated during the prior month. Matching grants of RSUs under the Voluntary Equity Investment Program are generally made on January 5th to align with the end of the Voluntary Equity Investment Program year. In certain circumstances, including the hiring, promotion or retention of an individual, the committee may approve grants to be effective at other times. Although
Voluntary Equity Investment Program
the Company does not currently grant stock options, employees below the leadership level may enroll to purchase shares under the terms of our Amended and Restated 2010 Employee Share Purchase Program with purchase dates generally in May and November of each year using payroll deductions accumulated during the prior six-month period. The Company does not take material nonpublic information into account when determining the timing and terms of equity awards and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Employment Agreements and Post-Termination Compensation Each of the Company’s named executive officers has entered into an employment agreement with the Company’s local affiliate in the country in which he or she is employed. In addition, in October 2023, the Compensation, Culture & People Committee approved a standardized cash severance benefit that applied to all members of the global management committee, including each of the named executive officers, which is described further under “Potential Payments Upon Termination—Termination Benefits.” The Company’s employment agreements and standardized cash severance benefit do not include guaranteed bonus amounts, “golden parachutes,” multi-year severance packages, significant accelerated vesting of stock awards or other payments triggered by a change in control, U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control, other than as may be required by local law. The named executive officers receive compensatory rewards that are tied to their own performance and the Company’s performance, rather than by virtue of longer-term employment agreements. This is consistent with the Company’s objective to reward each individual’s performance and his or her contribution to Company performance, including the achievement of its business objectives. Similarly, the Company does not contribute to pension plans for any of the named executive officers and does not offer significant deferred cash compensation or other post-employment benefits to such officers. Finally, members of Accenture Leadership employed in the United States who retire from the Company after reaching age 50 and who have achieved at least 10 years of service are also eligible to participate in the U.S. Retiree Medical Benefit Program, which provides partially subsidized medical insurance benefits for them and their dependents. For more information, see “Potential Payments Upon Termination” below. No Change in Control Arrangements As described above, the Company’s employment agreements do not contain guaranteed bonus amounts, “golden parachutes,” multi-year severance packages or guarantees, accelerated vesting of stock awards or other payments triggered by a change in control. Similarly, we do not provide our executives U.S. Internal Revenue Code section 280G or other tax gross-up payments related to a change in control. Clawback Policies Accenture maintains two clawback policies applicable to the named executive officers, a Mandatory Clawback Policy and a Senior Leadership Clawback Policy. Under the Mandatory Clawback Policy, in the event the Company is required to prepare an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover the amount of any applicable incentive-based compensation received by an executive covered by the policy during the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The Mandatory Clawback Policy complies with, and will be administered and interpreted consistent with, Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended. The Senior Leadership Clawback Policy applies to a broader group of individuals, including our chair and chief executive officer, current and former executive officers, members of the global management committee as well as other senior leaders. Under the policy, to the extent permitted by applicable law and subject to the approval of the Compensation, Culture & People Committee, the Company may seek to recoup any incentive-based compensation (including cash incentives and time- and performance-based equity) awarded to any executive subject to the policy, if the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws and (a) the misconduct of an executive subject to the policy contributed to the noncompliance that resulted in the obligation to restate and (b) a lower award would have been
Voluntary Equity Investment Program
made to the covered executive had it been based upon the restated financial results. In addition, under the Senior Leadership Clawback Policy, if the Compensation, Culture & People Committee determines, in its discretion, that an executive subject to the policy either (i) engaged in any misconduct that resulted in material financial, operational or reputational harm to the Company or (ii) had supervisory authority over any employee(s) or business area that engaged in such misconduct and knew of, or was willfully blind to, such misconduct, then the Company may, to the extent permitted by applicable law, and subject to the approval of the Committee, recoup all or any portion of the cash or equity-based incentive compensation granted to, paid to or otherwise earned by the executive with respect to the period during which such misconduct occurred. In addition, the existing equity grant agreements between Accenture and our named executive officers include recoupment provisions in specific circumstances, even after the awards have vested. In the event a named executive officer leaves the Company and competes against us within a specified time period (for example, by joining a competitor, targeting our clients or recruiting our employees in violation of the terms of such agreements) or in the event the named executive officer is terminated for cause (which generally includes engaging in any activity that the officer knows or should know would harm the business or reputation of Accenture or continued material failure to meet performance standards), where legally permissible, the award recipient is generally obligated to return to the Company the shares originally delivered to that recipient under our equity programs. Compensation Risk Assessment In fiscal 2024, management performed an annual comprehensive review for the Compensation, Culture & People Committee regarding whether the risks arising from any of our compensation policies or practices are reasonably likely to have a material adverse effect on the Company. We believe that the structure of our compensation program does not encourage unnecessary or excessive risk taking. Our policies and practices include some of the following risk-mitigating characteristics: •Governance Structure. Compensation programs operate within a governance and review structure that serves and supports risk mitigation; •Compensation, Culture & People Committee Oversight. The Compensation, Culture & People Committee approves performance awards for our chair and chief executive officer and executive committee members after reviewing corporate and individual performance; •Vesting Conditions. Vesting of performance-based equity awards, the most significant element of our named executive officers’ compensation opportunity over time, is determined based on achievement of certain metrics (including operating income relative to plan and total shareholder return relative to a peer group), measured on a cumulative basis over a three-year period; •Balanced Incentives. Our compensation program includes a balance of annual and long-term incentive opportunities and of fixed and variable features; •Multiple Performance Objectives. Focus on a variety of performance objectives, thereby diversifying the risk associated with any single indicator of performance; •Equity Ownership Requirements. Members of Accenture Leadership who are granted equity are subject to our equity ownership requirements, which require all of those leaders to hold ownership stakes in the Company to further align their interests with the Company’s shareholders (see “Additional Information—Equity Ownership Requirements” above); and •Clawback Policies. All incentive-based compensation is subject to clawback policies that may require the return of excess incentive-based compensation in the event of a financial restatement or all or any such compensation in the event an individual engages in misconduct (see “Additional Information—Clawback Policies” above).
Other Terminations
| Year | Summary Compensation Table Total for Ms. Sweet(1) | Compensation Actually Paid to Ms. Sweet(2) | Average Summary Compensation Table Total for Other NEOs(3) | Average Compensation Actually Paid to Other NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Company- Selected Measure (Operating Income)(7) (in thousands) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2024 | $24,915,146 | $19,696,871 | $7,541,398 | $6,572,485 | $151 | $205 | $7,419,197 | $10,034,287 | | 2023 | $31,550,906 | $28,942,633 | $9,672,559 | $9,633,011 | $141 | $148 | $7,003,530 | $9,873,035 | | 2022 | $33,701,108 | $28,901,232 | $11,074,958 | $9,061,110 | $123 | $111 | $6,988,960 | $9,367,181 | | 2021 | $23,085,391 | $37,443,329 | $9,169,307 | $17,503,467 | $142 | $129 | $5,990,545 | $7,621,529 |
Other Terminations
| Compensation Actually Paid (CAP) Versus TSR | | |
Other Terminations
| Compensation Actually Paid (CAP) Versus Net Income | | |
Other Terminations
| Compensation Actually Paid (CAP) Versus Operating Income(1) | | |