DEF 14A of Accenture plc
Filed Dec 13, 2023 · FY20230001467373-23-000396
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| Compensation, Culture & People Committee Interlocks and Insider Participation | 83 | | Summary Compensation Table | 84 | | Grants of Plan-Based Awards for Fiscal 2023 | 86 | | Outstanding Equity Awards at August 31, 2023 | 87 | | Stock Vested in Fiscal 2023 | 88 | | Nonqualified Deferred Compensation for Fiscal 2023 | 89 | | Pension Benefits for Fiscal 2023 | 90 | | Potential Payments Upon Termination | 90 | | Pay Ratio | 94 | | Pay Versus Performance | 95 | | PROPOSAL 3: Approval of Amended and Restated Accenture plc 2010 Share Incentive Plan | 99 | | PROPOSAL 4: Approval of Amended and Restated Accenture plc 2010 Employee Share Purchase Plan | 108 | | Securities Authorized for Issuance under Equity Compensation Plans as of August 31, 2023 | 113 | | Audit | 115 | | Audit Committee Report | 115 | | PROPOSAL 5: Non-Binding Ratification of Appointment of Independent Auditor and Binding Authorization of the Board to Determine its Remuneration | 117 | | Independent Auditor’s Fees | 118 | | Procedures for Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 118 | | Annual Irish Law Proposals | 120 | | PROPOSAL 6: Board Authority to Issue Shares | 120 | | PROPOSAL 7: Board Authority to Opt-Out of Pre-Emption Rights | 121 | | PROPOSAL 8: Determine Price Range for Re-Allotment of Treasury Shares | 123 | | Questions and Answers About the Annual Meeting | 125 | | Additional Information | 131 | | Availability of Materials | 131 | | Householding of Shareholder Documents | 131 | | Submission of Future Shareholder Proposals | 131 | | About Accenture | 132 | | Reconciliation of GAAP Measures to Non-GAAP Measures | 133 | | Forward-Looking Statements & Website References | 134 | | Annex A: Amended and Restated Accenture plc 2010 Share Incentive Plan as Proposed to be Amended | 136 | | Amended and Restated Accenture plc 2010 Share Incentive Plan | 136 | | Annex B: Amended and Restated Accenture plc 2010 Employee Share Purchase Plan as Proposed to be Amended | 144 | | Amended and Restated Accenture plc 2010 Employee Share Purchase Plan | 144 | | 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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Pay-for-Performance The Company’s performance with respect to total shareholder return over a three-year period was at the 45th percentile among the companies in our peer group. The realizable total direct compensation for the chair and chief executive officer role over this same period was at the 34th percentile, which indicates that our relative Company performance ranked higher than relative realizable pay, as compared to our peer group. See page 67 for a definition of realizable total direct compensation.
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| What we do | | | üAlign our executive pay with performance üSet challenging performance objectives üProvide an appropriate mix of short- and long-term incentives üAlign executive compensation with shareholder returns through performance-based vesting of equity incentive awards üUse appropriate peer groups when establishing compensation üMaintain meaningful equity ownership guidelines | üInclude caps on individual payouts in short- and long-term incentive plans üMaintain clawback policies applicable to cash and equity incentive awards (including both time- and performance-based) üMitigate potential dilutive effects of equity awards through our share repurchase programs üHold an annual “say-on-pay” advisory vote üConduct annual compensation risk review and assessment üRetain an independent compensation consultant | | What we don’t do | | | ûNo contracts with multi-year guaranteed salary increases or non-performance bonus arrangements ûNo “golden parachutes,” change in control payments or excise tax gross-ups ûNo change in control “single trigger” equity acceleration provisions | ûNo dividends or dividend equivalents paid until vesting ûNo hedging or pledging of Company shares ûNo supplemental executive retirement plan |
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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 •Code of Business Ethics | •Committee Charters •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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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 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 6.1 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. | | 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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| 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 our independent Lead Director has 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. | | | 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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Leadership Structure 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 13 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. The independent directors believe that Mr. Pélisson is well suited to serve as independent Lead Director given his significant managerial, operational and global experience, as well as his experience in corporate governance. As a result of his broad-based and relevant background, as well as his deep knowledge of Accenture’s business, Mr. Pélisson is well-positioned as independent Lead Director to provide constructive, independent and informed 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 ensure our leadership structure continues to be in the best interests of the Company and our shareholders.
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| | Chair and Chief Executive Officer Julie Sweet | Committee Chairs | | | | | | | | | | | | | | Paula A. Price (Audit) | Nancy McKinstry (Compensation, Culture & People) | Jaime Ardila (Finance) | Arun Sarin (Nominating, Governance & Sustainability) | | | Independent Lead Director Gilles C. Pélisson | | | | | | | | All committee members are independent. | | | |
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Independent Lead Director
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| Independent Lead Director Gilles C. Pélisson | 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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| Responsibility | Description | | Agendas | Providing input on issues for Board consideration, helping set and approve the Board agenda, ensuring that adequate information is provided to the Board, helping ensure that there is sufficient time for discussion of all agenda items and approving schedules for Board meetings. | | Board meetings | Presiding at all meetings of the Board at which the chair is not present. | | Executive sessions | Authority to call meetings of independent directors and presiding at all executive sessions of the independent directors. | | Communicating with directors | Acting as a liaison between the independent directors and the chair and chief executive officer. | | Communicating with shareholders | If requested by major shareholders, being available for consultation and direct communication. Serving as a liaison between the Board and shareholders on investor matters. | | Board evaluation process | Reviewing annual anonymous surveys and conducting 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.
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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 us and our subsidiaries on the one hand, and the directors and the entities with which certain of our 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 Nominating, Governance & Sustainability 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, other than Julie Sweet, each of our director nominees (Jaime Ardila, Martin Brudermüller, Alan Jope, Nancy McKinstry, Beth E. Mooney, Gilles C. Pélisson, Paula A. Price, Venkata (Murthy) Renduchintala, Arun Sarin and Tracey T. Travis) is independent under all applicable standards, including, with respect to members of the Audit and Compensation, Culture & People Committees, those applicable to such committee service. The Board concurred in these recommendations. In addition, the Board determined that Frank Tang, who was not subject to re-appointment at the 2023 Annual Meeting, was independent during the period he served on the Board during fiscal 2023. In reaching its determinations, the Nominating, Governance & Sustainability Committee and the Board considered that during fiscal 2023, Martin Brudermüller, Alan Jope, Nancy McKinstry, 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.
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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”).
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| Board Oversight of Risk | | | •Receives an annual review of the Company’s ERM program, which includes: –the annual risk assessment process, program scope, status of priority and emerging risks and associated mitigation activities –the Company’s approach to sustainability, people management, operational footprint, cybersecurity, responsible AI and data privacy and investment risks and strategies, among other things | •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 |
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| 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, 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 | Finance Committee | | Nominating, Governance & Sustainability Committee | | •Reviews and discusses with management, management’s 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 | •Reviews and discusses with management financial-related risks, including foreign exchange, counterparty and liquidity-related risks, major acquisitions and insurance exposure | | •Evaluates the overall effectiveness of the Board and its committees, including the Board’s focus on the most critical issues and risks •Monitors evolving ESG risks |
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| Enterprise Risk Management Program | | | ERM Program •An annual and ongoing process designed to identify, assess and manage the Company’s risk exposures over the short-, intermediate- and long-term •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 –develops plans to monitor, manage and mitigate these risks –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 |
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Cybersecurity and Data Privacy Risks As part of the Board’s role in overseeing the Company’s ERM program, the Board devotes time and attention to cybersecurity and data privacy-related risks, with the Audit Committee responsible for overseeing information technology risk exposures, including cybersecurity, data privacy and data security. The Audit Committee receives reports on cybersecurity and data privacy matters and related risk exposures from management, including our chief information security officer, at least twice a year and more frequently as applicable. The Audit Committee regularly updates the Board on such matters and the Board also periodically receives reports from management directly. All Accenture people regularly participate in required and targeted data privacy trainings and annual information security trainings, in addition to completing at least one required level of our Information Security Advocate program, a self-paced training program designed to strengthen awareness and adoption of secure behaviors. We also assess the efficacy of our information security program through internal detection and monitoring systems, as well as through the engagement of external, third-party experts. Reflective of our commitment to cybersecurity and data privacy, we have received global certifications for Information Security (ISO 27001:2013) and Data Privacy (ISO 27701:2019).
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Oversight of ESG The core of our strategy is delivering 360° value to our clients, people, shareholders, partners and communities by helping them continuously reinvent. To drive change for our clients, and for our business, we work across a spectrum of environmental, social and governance (ESG) priorities—and help our stakeholders do the same—contributing to the creation of a more sustainable world for all.
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| Board of Directors | | | At Accenture, responsibility for ESG matters starts at the top, with our Board actively overseeing our ESG strategies and progress in meeting our ESG-related commitments, and cascades throughout the business. | | | Nominating, Governance & Sustainability Committee •The Nominating, Governance & Sustainability Committee is responsible for overseeing our overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks. •In carrying out its responsibilities, the Nominating, Governance & Sustainability Committee receives periodic reports throughout the year from management on key ESG matters, including the sustainability services we provide to clients, our actions around being a responsible company and citizen, our progress in meeting our ESG-related commitments and our integrated reporting, which demonstrates our commitment to transparency and accountability of our goals and progress. | | | Compensation, Culture & People Committee •The Compensation, Culture & People Committee is responsible for overseeing our strategies related to our people, including matters such as pay equity, inclusion and diversity, leadership succession and culture. | Audit Committee •The Audit Committee oversees our approach to the quality of ESG-related data and controls. | | Global Management Committee •Our global management committee sponsors our responsible company strategies. These senior leaders, spanning multiple corporate functions, industries, services and geographies, engage on these topics and are responsible for implementing strategies, goals and policies. •Together, they make strategic recommendations and decisions on our ESG initiatives, including sponsorship of our non-financial goals. | ESG Executive Committee •Our ESG executive committee, made up of a subset of the global management committee, is accountable for approving strategic global decisions aligned with Accenture’s corporate sustainability commitments. •Our ESG executive committee and steering committee (which is comprised of leaders across the Company) meet regularly to monitor our sustainability performance, identify improvement areas and elevate matters to the Board as appropriate through the global management committee. |
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For more information about our ESG initiatives and progress in meeting our ESG-related commitments, please see “Our People, Environment and Communities.”
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Oversight of People and Culture Accenture is a talent- and innovation-led organization, with a culture of shared success, which is defined as success for our clients, people, shareholders, partners and communities. This culture is built upon four tangible building blocks—our beliefs, our behaviors, the way we develop and reward our people and the way we do business. Our Board plays an integral role in the oversight of our people and our culture at Accenture, with the Compensation, Culture & People Committee responsible for overseeing the Company’s strategies related to the Company’s people, including matters such as pay equity, inclusion and diversity, leadership succession, culture and monitoring related risks. Throughout the year, the Board and the Compensation, Culture & People Committee receive reports from management on Accenture’s culture, talent development, retention and recruiting initiatives, inclusion and diversity strategy, pay equity, leadership and succession planning and employee conduct investigations. The Compensation, Culture and People Committee also receives updates on employee surveys. Moreover, our performance-based compensation program, which is reviewed and approved by the Compensation, Culture & People Committee, incorporates performance objectives, including specific gender, racial and ethnic diversity goals, as well as goals relating to professional development and retention. For additional information relating to such performance objectives, please see “Compensation Discussion and Analysis—Compensation Programs—Cash Compensation—Global Annual Bonus” and “Compensation Discussion and Analysis—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations.” Management Succession Planning Succession planning is at the heart of the Company’s talent strategy. The Company seeks to identify candidates for succession with the experience and skills needed to serve our clients and to develop the strategy and manage the operations of the Company, and who also exemplify the Company’s leadership essentials, which are further described in “—Our People, Environment and Communities.” The Company conducts assessments to identify those with high potential for senior leadership positions, allowing us to assess leader skills, aspirations and readiness, enable the Company to plan for future role rotations and identify any talent gaps. The Company’s global management committee engages in discussions focused on succession plans with an emphasis on boundaryless and borderless opportunities. Ongoing conversations are conducted to understand the aspirations of high-potential leaders and their development focused on learning, experience and exposure. The Board also has meaningful opportunities to regularly engage with strong candidates for succession. As described in the Company’s Corporate Governance Guidelines, the chair and chief executive officer reports annually to the Board regarding succession planning of the executive committee. The chair and chief executive officer and the chief leadership and human resources officer meet with the Compensation, Culture & People Committee and the Board regularly to discuss these succession plans and any recommendations they may have regarding the Company’s next generation of leaders. As set forth in their respective charters, the Compensation, Culture & People Committee oversees the Company’s general strategies related to leadership succession for the executive committee, and the Nominating, Governance & Sustainability Committee ensures that an effective chief executive officer succession plan is in place and, in the event of a vacancy, recommends to the Board a successor. Board Meetings During fiscal 2023, the Board met four times. In addition, per our committee charters, all of our Board members are ordinarily invited to and frequently attend the meetings of our four standing committees, except for a few specific sessions reserved to committee members only. Board members may only vote at meetings of the committees on which they serve. The Board expects that its members will prepare for, attend and participate in all Board and applicable committee meetings and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s organization, management team and operations in connection with discharging their oversight responsibilities.
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| During fiscal 2023, all of our incumbent directors attended 100% of the meetings of the Board and the committees on which they served (during the periods when they served). |
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Executive Sessions The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis without the presence of management to discuss various matters related to the oversight of the Company, including the Board’s leadership structure and the chair and chief executive officer’s performance. Accordingly, our independent directors meet separately in executive session at each regularly scheduled Board meeting. Our independent directors held four executive sessions during fiscal 2023, all of which were led by the independent Lead Director. Director Attendance at Annual Meetings All nine of the Board members standing for re-appointment at our 2023 annual general meeting of shareholders attended the 2023 meeting. As set forth in our Corporate Governance Guidelines, the Board expects that its members will attend the annual general meeting of shareholders. Committees of the Board The Board currently has four standing committees: Audit; Compensation, Culture & People; Finance; and Nominating, Governance & Sustainability. From time to time, the Board may also create ad hoc or special committees for certain purposes in addition to these four standing committees. Each committee consists entirely of independent, non-employee directors. The table below lists the current membership of each committee and the number of meetings held in fiscal 2023. During fiscal 2023, Mr. Jope, who has extensive sustainability experience from overseeing initiatives at Unilever, where he served as CEO from 2019 through June 2023, joined the Nominating, Governance & Sustainability Committee.
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| | Committees | | | | | Board Member | Audit | Compensation, Culture & People | Finance | Nominating, Governance & Sustainability | | Jaime Ardila(1) | | | | | | Alan Jope(2) | | | | | | Martin Brudermüller(3) | | | | | | Nancy McKinstry | | | | | | Beth E. Mooney | | | | | | Gilles C. Pélisson(4) | | | | | | Paula A. Price(1) | | | | | | Venkata (Murthy) Renduchintala | | | | | | Arun Sarin | | | | | | Tracey T. Travis(1) | | | | | | Number of Meetings in Fiscal 2023 | 9 | 5 | 5 | 5 |
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| | Member | | Chair |
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(1)Audit Committee Financial Expert as defined under SEC rules. (2)Joined the Nominating, Governance & Sustainability Committee on April 14, 2023. (3)Subject to appointment at the Annual Meeting, will be appointed to the Audit Committee. (4)Independent Lead Director of the Board.
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| Audit Committee | | | Members All Independent Paula A. Price (Chair) Jaime Ardila Martin Brudermüller(1) Venkata (Murthy) Renduchintala Tracey T. Travis | Oversees the Company’s accounting, financial reporting processes, audits of financial statements and internal controls, ERM program and information technology risk exposures. The Audit Committee’s primary responsibilities include oversight of the following: •the quality and integrity of the Company’s accounting and reporting practices and controls, and the financial statements and reports of the Company; •the Company’s compliance with legal and regulatory requirements; •the independent auditor’s qualifications and independence; •the performance of the Company’s internal audit function and independent auditors; and •the Company’s ERM program and information technology risk exposures, including cybersecurity, data privacy and data security and related risks. The Audit Committee also oversees our approach to the quality of ESG-related data and controls. In addition, the Board formalized the Audit Committee’s oversight of the Company’s tax policies and compliance. The Board has determined that each member of the Audit Committee meets the financial literacy, independence and accounting or auditing requirements of the SEC, the Companies Act of 2014 and the NYSE, as applicable to audit committee members, and that each of Jaime Ardila, Paula A. Price and Tracey T. Travis also qualifies as an “audit committee financial expert” for purposes of SEC rules. No member of the Audit Committee may serve on the audit committee of more than three public companies, including Accenture, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and discloses such determination in accordance with NYSE requirements. No member of the Audit Committee currently serves on the audit committees of more than three public companies, including Accenture. |
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(1)Subject to appointment at the Annual Meeting, will be appointed to the Audit Committee.
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| Finance Committee | | | Members All Independent Jaime Ardila (Chair) Beth E. Mooney Venkata (Murthy) Renduchintala Tracey T. Travis | Oversees the Company’s capital and treasury activities. The Finance Committee’s primary responsibilities include oversight of the Company’s: •capital structure and corporate finance strategy and activities; •dividends, share redemption and purchase activities; •treasury function, investment management and financial risk management; •major acquisitions, dispositions, joint ventures or similar transactions; and •insurance plans. |
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| Nominating, Governance & Sustainability Committee | | | Members All Independent Arun Sarin (Chair) Jaime Ardila Alan Jope Nancy McKinstry Gilles C. Pélisson | Oversees the Company’s corporate governance practices and processes, and ESG matters. The Nominating, Governance & Sustainability Committee’s primary responsibilities include oversight of the following: •assessing and selecting/nominating (or recommending to the Board for its selection/nomination) strong and capable candidates to serve on the Board; •making recommendations as to the size, composition, structure, operations, performance and effectiveness of the Board; •overseeing the Company’s chief executive officer succession process; •together with the Compensation, Culture & People Committee, conducting an annual review of the Company’s performance and the Company’s chair and chief executive officer’s performance; •developing and recommending to the Board a set of corporate governance principles, including independence standards; •overseeing ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks and opportunities; •overseeing political, lobbying and other grassroots advocacy activities and the Company’s policies and practices regarding such activities; and •taking a leadership role in shaping the corporate governance of the Company. |
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| Compensation, Culture & People Committee | | | Members All Independent Nancy McKinstry (Chair) Beth E. Mooney Paula A. Price Arun Sarin | Oversees the Company’s global compensation philosophy, policies and programs as well as the Company’s strategies related to the Company’s people and culture. The Compensation, Culture & People Committee’s primary responsibilities include oversight of the following: •together with the Nominating, Governance & Sustainability Committee, conducting an annual review of the Company’s performance and the Company’s chair and chief executive officer’s performance; •setting the compensation of the chair and chief executive officer, the executive officers and the members of our global management committee who also serve on the executive committee (the “executive committee”); •overseeing the Company’s equity-based plans; •reviewing and making recommendations to the full Board regarding Board compensation; and •overseeing the Company’s strategies related to the Company’s people, including matters such as pay equity, inclusion and diversity, leadership succession and culture, and monitor related risks. In addition, the Board formalized the Compensation, Culture & People Committee’s oversight of the administration of the Company’s clawback policies and the review of corporate investigations related to employee conduct. The Board has determined that each member of the Compensation, Culture & People Committee meets the independence requirements of the SEC and NYSE applicable to compensation committee members. |
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Compensation Oversight A number of individuals and entities contribute to the process of reviewing and determining the compensation of the chair and chief executive officer, members of the executive committee and independent directors: •Compensation, Culture & People Committee. Our Compensation, Culture & People Committee makes the final determination regarding the annual compensation of the chair and chief executive officer and members of the executive committee, taking into consideration, among other factors, an evaluation of each individual’s performance, the recommendations of the chair and chief executive officer regarding the compensation of the members of our executive committee and the advice of the Compensation, Culture & People Committee’s independent compensation consultant. In addition, our Compensation, Culture & People Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the Board with respect to the appropriateness of the compensation paid to our independent directors, and the full Board then reviews these recommendations and makes a final determination on the compensation of our independent directors. For a more detailed discussion regarding the role of compensation consultants with respect to executive and director compensation, see “Executive Compensation—Compensation Discussion and Analysis—Role of Compensation Consultants.” •Nominating, Governance & Sustainability Committee. Together with the Compensation, Culture & People Committee, the Nominating, Governance & Sustainability Committee reviews the performance of, and provides an annual performance rating for, the chair and chief executive officer. •Chair and Chief Executive Officer. The chair and chief executive officer provides the Compensation, Culture & People Committee with an evaluation of the performance of each member of our executive committee, which includes an assessment of each individual’s performance against his or her annual performance objectives and a recommendation regarding his or her compensation. •Chief Leadership & Human Resources Officer. Our chief leadership & human resources officer annually solicits input from members of our executive committee and other senior leaders of the Company regarding the performance of our chair and chief executive officer to aid the Compensation, Culture & People Committee and Nominating, Governance & Sustainability Committee in the review of her performance.
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Board Evaluations Consistent with its duties and responsibilities, the Nominating, Governance & Sustainability Committee conducts an annual confidential survey of the Board, which is designed to evaluate the operation and performance of the Board and each of its committees. Directors also share perspectives, feedback and suggestions year-round, which the Nominating, Governance & Sustainability Committee takes into account when evaluating the operation and performance of the Board and its committees. In order to provide that the evaluation remains relevant and effective, the Nominating, Governance & Sustainability Committee reviews the Board and committee assessment process annually in the spring, prior to the evaluation process, which currently takes place in early summer each year.
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| Confidential Evaluations | | Interviews | | Board Summary | | Feedback Incorporated | | At least annually, each committee undertakes an evaluation of its performance and the performance of its members, in accordance with its respective committee charter. Each director also undertakes an evaluation of the Board more generally as well as the independent Lead Director. | | The independent Lead Director and chair of the Nominating, Governance & Sustainability Committee also conduct a candid, in-person self-assessment interview with each Board member, 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. | | Summaries of the evaluations are provided to the Board, committee chairs and management members, as applicable. Each committee reviews its evaluation results separately, while the Nominating, Governance & Sustainability Committee reviews all committee and Board results. During executive session, the Board discusses its results as well as feedback received from interviews. | | Policies and practices are updated as appropriate as a result of director feedback. In addition, director feedback is considered when determining future board meeting agenda items and director training sessions. |
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Certain Relationships and Related Person Transactions Review and Approval of Related Person Transactions The Board has adopted a written Related Person Transactions Policy, which provides that all related person transactions covered by the policy must be reviewed and approved by the Board or by the Nominating, Governance & Sustainability Committee, or ratified if advance review and approval is not reasonably feasible. The Related Person Transactions Policy applies to any transaction that would be required by the SEC to be disclosed in our proxy statement. The Nominating, Governance & Sustainability Committee or the Board, as applicable, will not approve or ratify any related person transaction unless, after considering all relevant information, it has determined that the transaction is in, or is not inconsistent with, the best interests of the Company and our shareholders and complies with applicable law. In reviewing related person transactions, the Nominating, Governance & Sustainability Committee or the Board will consider all relevant facts and circumstances, including, among others: •the nature of the related person’s interest in the transaction and the material terms of the transaction, including the importance of the transaction both to the related person and to Accenture; •whether the transaction would likely impair the judgment of a director or an executive officer to act in the best interest of the Company and, in the case of an outside director, whether it would impair his or her independence; and •whether the value and the terms of the transaction are fair to the Company and on a substantially similar basis as would apply if the transaction did not involve a related person.
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Certain Related Person Transactions James Etheredge, the son of Jimmy Etheredge, Accenture’s former CEO – North America, was employed by Accenture as a functional strategy consultant through August 2023. During fiscal 2023, he earned approximately $151,000 in total compensation. Rachel Etheredge, the daughter of Jimmy Etheredge, Accenture’s former CEO – North America, is employed by Accenture as a functional strategy consultant. During fiscal 2023, she earned approximately $125,000 in total compensation. Avnish Sharma, the brother of Manish Sharma, Accenture’s CEO – North America, is employed by Accenture as a managing director. During fiscal 2023, he earned approximately $316,000 in total compensation. Timothy McClure, the brother of KC McClure, Accenture’s Chief Financial Officer, is employed by Accenture as a cloud advisory senior manager. During fiscal 2023, he earned approximately $218,000 in total compensation. The compensation for Messrs. Etheredge, Sharma and McClure and Ms. Etheredge is commensurate with their peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. Messrs. Etheredge, Sharma and McClure and Ms. Etheredge participate (or participated) in employee benefit plans and programs generally made available to employees of similar responsibility levels. Political Contributions and Lobbying The Company has a long-standing global policy against making contributions to political parties, political committees or candidates using Company resources (including monetary and in-kind services), even where permitted by law. In the United States, Accenture maintains a political action committee (the “PAC”) that is registered with the Federal Election Commission and makes federal political contributions on a bipartisan basis to political parties, political committees and candidates. The PAC is governed by a board of directors, responsible for providing governance and oversight over the strategy, operations, management and contributions. Any contributions made by the PAC are not funded by corporate funds and are fully funded by voluntary contributions made by Accenture leaders in the United States. The Company does not penalize in any way Accenture leaders who do not contribute to the PAC. Accenture does not maintain any PACs outside of the United States. In addition, when we determine it is in the best interest of the Company, we work with governments to provide information and perspective that support our point of view, through our lobbyists and grassroots lobbying communications. We disclose our U.S. federal, state and local lobbying activity and expenditures as required by law. The Nominating, Governance & Sustainability Committee and senior management have oversight over political, lobbying and other grassroots advocacy activities. The Company’s political contributions and lobbying policy is available on our website at https://www.accenture.com/us-en/about/governance/political-contributions-policy.
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Shareholder Engagement We maintain an ongoing dialogue with our shareholders around our strategy, market positioning and financial performance and we conduct a consistent, proactive outreach effort with the governance teams of our shareholders. Throughout the year, members of our Investor Relations team and leaders of our business engage with our shareholders to seek their input and feedback, to remain well-informed regarding their perspectives and to help increase their understanding of our business. In particular, through these engagements, we leverage the discussions to cover topics of interest to our shareholders. In addition, in November 2023 we conducted an investor road show, which was an opportunity for our investors in select cities to hear directly from our chair and chief executive officer, our chief financial officer and our chief technology & innovation officer, on the rapid pace at which technology is evolving, current and future technology trends, including responsible AI, and how Accenture is positioned to lead with our clients and ecosystem partners. As reflected in our Corporate Governance Guidelines, our independent Lead Director is available for consultation, at their request. The chair of the Nominating, Governance & Sustainability Committee has also met with investors as requested and appropriate. The feedback received from our shareholder outreach efforts is communicated to and considered by the Board, and our engagement activities have produced valuable feedback that helps inform our decisions and our strategy, when appropriate.
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| 2023 Engagement with Shareholder Governance Teams | | 2023 Engagement Topics | | We reached out to the governance teams of our shareholders, including our top 50. The discussions occurred from July through November. | We engaged with holders of approximately 35% of our shares outstanding, including 70% of our top 20 holders | •Attracting and retaining our people •Our commitment to diversity •Responsible AI •Our environmental goals •Our sustainability services •A variety of governance topics, including executive compensation |
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Communicating with the Board The Board welcomes questions and comments. Any interested parties, including shareholders, may submit their communication to our General Counsel and Corporate Secretary, who will determine when communications and concerns will be forwarded to the Board, our independent directors as a group or our independent Lead Director. Communications received in writing are forwarded to the Board, committee or any individual director or directors to whom the communication is directed, unless the communication does not reasonably relate to the Company or its business, or is similarly inappropriate. Address correspondence to: Attention: General Counsel and Corporate Secretary, Accenture, 500 W. Madison, Chicago, Illinois 60661, USA. Ethics Concerns or Complaints? If our employees experience, see or become aware of any inappropriate behavior, including any form of disrespect, harassment, racism, discrimination, retaliation or any concerns about unethical or illegal behavior, we want them to speak up. We understand that it is not always easy or comfortable to raise concerns. We provide multiple reporting channels in order to facilitate the reporting of a concern. We encourage our employees to reach out to their people leads, anyone in Human Resources/Legal or an Accenture leader or to contact our Accenture Business Ethics Helpline. Our employees can also raise concerns confidentially and/or in an anonymous manner, and we ensure that all our people know that at Accenture, we have zero tolerance for retaliation. Instructions for the Accenture Business Ethics Helpline are available on the website at the address below.
Our Commitment to Human Rights
| 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 our suppliers’ performance in environmental sustainability, human rights, supplier inclusion & diversity and ethics and compliance. |
Skills Definitions
Skills Definitions
Skills Definitions
| | Senior Leadership Experience: Served in senior leadership roles at a large organization | | | Public Company Board Experience: Serving on the boards of other public companies | | | Global Expertise: Broad leadership experience with multinational companies or in international markets | | | Finance, Accounting and Risk Management: Significant expertise in corporate finance, financial accounting or enterprise risk management |
Skills Definitions
| | Innovation and Technology: Managing technological change and driving technological innovation within an organization | | | Investment Expertise: Experience overseeing investment capital decisions, strategic investments and ventures & acquisitions activity | | | Government and Regulatory: Government experience as a member of the government or through extensive interactions with the government, policymakers and government agencies |
Skills Definitions
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Skills Definitions
Process for Selecting New Outside Directors 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 Alan Jope, our chair and chief executive officer identified him as a potential director nominee and in the case of Martin Brudermüller, a third-party professional search firm identified him as a potential director nominee. Prior to their nominations, each of Mr. Jope and Dr. Brudermüller met separately with the Board’s chair and chief executive officer and each member of the Nominating, Governance & Sustainability Committee, which includes our independent Lead Director, who initially considered their candidacies. 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. After review and discussion, the Nominating, Governance & Sustainability Committee recommended, and the Board approved, Mr. Jope’s appointment as a director and Dr. Brudermüller’s nomination at this Annual Meeting. 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 Nominating, Governance & Sustainability Committee and the Board also considered that in fiscal 2023, each of our directors attended 100% of Board and committee meetings and the significant time commitment of each of the committee chairs, Mses. McKinstry and Price and Messrs. Pélisson 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. 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. Director Orientation and Continuing Education Accenture’s orientation program for new directors includes a discussion of a broad range of topics, including the background of the Company, the Board and its governance model, Accenture’s strategy and business operations, its financial statements and capital structure, the management team, talent strategy, brand and communications, key industry and competitive factors, the legal, compliance and ethical responsibilities of the Board and other matters crucial to the ability of a new director to fulfill his or her responsibilities. Our directors are expected to keep current on issues affecting Accenture and its industry and on developments with respect to their general responsibilities as directors. During the year, management also presents on topics that are timely and impactful to Accenture, and specific deep-dive sessions and workshops may be held with the committees or full Board to further increase directors’ understanding of issues affecting Accenture. For example, given the growing focus on and importance of ESG, the Nominating, Governance & Sustainability Committee, as well as the full Board when appropriate, receives updates and training on ESG topics. In addition, we have held deep-dive “director immersion” sessions in such topic areas as AI and blockchain. On occasion, individual directors or the full Board may visit various Accenture facilities in connection with Board meetings or deep-dive sessions with management. In addition to internal sessions, directors are also encouraged to seek external director education opportunities, for which Accenture will pay.
Skills Definitions
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Skills Definitions
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 2025 annual general meeting). Director Nominee Biographies Set forth below are the biographies of our director nominees up for election at the Annual Meeting.
Skills Definitions
| | Jaime Ardila | 68 Independent Director since: 2013 | Committee Membership: Finance Committee (Chair) Audit Committee Nominating, Governance & Sustainability Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Jaime Ardila was formerly the executive vice president of automobile manufacturer General Motors Company (“GM”), president of GM’s South America region and was a member of GM’s executive committee, from 2010 until his retirement in March 2016. He previously served as president and managing director of GM’s operations in Brazil, Argentina, Uruguay and Paraguay from November 2007 to June 2010. Prior to serving in that role, he served as vice president and chief financial officer of GM’s Latin America, Africa and Middle East region from March 2003 to October 2007, as president and managing director of GM Argentina from March 2001 to February 2003, and as president of GM Colombia from March 1999 to March 2001. Mr. Ardila joined GM in 1984 and held a variety of financial and senior positions with the company, primarily in Latin America, as well as in Europe and the United States. From 1996 to 1998, Mr. Ardila served as the managing director, Colombian Operations, of N. M. Rothschild & Sons Ltd and then rejoined GM in 1998 as president of GM Ecuador. Mr. Ardila is a director of Goldman Sachs BDC, Inc. and chairman of the board of Nexa Resources S.A. He previously served on the board of Ecopetrol S.A. from 2016 to 2019. Mr. Ardila earned a Bachelor of Arts degree in Economics from Jorge Tadeo Lozano University in Bogota, Colombia and holds a Master of Science in Economics from the London School of Economics. Specific Expertise: Mr. Ardila brings to the Board significant managerial, operational and global experience as a result of the various senior positions he has held with GM, including as executive vice president of GM and president of GM South America, as well as sustainability experience gained during his tenure as the Chairman of the Board of Trustees of The Nature Conservancy in Colombia. The Board also benefits from his broad experience in manufacturing and knowledge of the Latin American market. | | | |
Skills Definitions
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Skills Definitions
| | Martin Brudermüller | 62 Independent New Director Nominee | Committee Membership: Audit Committee (subject to appointment at the Annual Meeting) | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Dr. Martin Brudermüller has been chief executive officer and chairman of the board of executive directors (a board made up of solely management members, which is distinct from the supervisory board) of BASF SE (“BASF”), a global chemical company, since 2018. Dr. Brudermüller joined BASF in 1988. Prior to being appointed chief executive officer of BASF, Dr. Brudermüller held a variety of other leadership roles, including vice chairman of the board of executive directors and chief technology officer, as well as a member of the board of executive directors for 10 years for the Asia Pacific region, located in Hong Kong. Dr. Brudermüller is expected to step down from his roles at BASF in April 2024. Dr. Brudermüller is a member of the supervisory board of Mercedes-Benz Group and its subsidiary, Mercedes-Benz AG. Dr. Brudermüller earned a Master’s degree and holds a doctorate in Chemistry from the University of Karlsruhe, Germany. After earning his doctorate, he completed a post-doctorate at the University of California, Berkeley. Specific Expertise: Dr. Brudermüller will bring to the Board significant managerial, operational and global experience as well as a deep knowledge of process industries and manufacturing from his career at BASF. He will provide the Board with an important international perspective as a result of his extensive experience in the European and Asian markets. The Board will also benefit from his experience overseeing BASF’s sustainability initiatives, including those related to net zero technologies, and his knowledge of European Union sustainability regulations and practices. | | | |
Skills Definitions
| | Alan Jope | 59 Independent Director since: 2023 | Committee Membership: Nominating, Governance & Sustainability Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Alan Jope was chief executive officer and a member of the board of directors of Unilever plc (“Unilever”), a multinational consumer products company, from 2019 through June 2023. Mr. Jope joined Unilever in 1985. Prior to being appointed as chief executive officer of Unilever, he served as president of Unilever’s Beauty & Personal Care division from 2014 to 2018. He also worked in various leadership roles in North America for 14 years and Asia for 13 years, including as president of Unilever Russia, Africa & Middle East from 2013 to 2014 and president of Unilever’s business across North Asia from 2011 to 2013. Mr. Jope earned a Bachelor of Commerce degree with honours from Edinburgh University, Scotland, and graduated from Harvard Business School’s General Management Program. Recently, he was appointed Visiting Fellow at the University of Oxford. Specific Expertise: Mr. Jope brings to the Board significant managerial, operational and global experience as well as a deep knowledge of the consumer goods industry from his career at Unilever, including over four years as its chief executive officer. He provides the Board an important global perspective as a result of his extensive experiences in the North American, European and Asian markets. The Board also benefits from his experience overseeing sustainability initiatives at Unilever. | | | |
Skills Definitions
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Skills Definitions
| | Nancy McKinstry | 64 Independent Director since: 2016 | Committee Membership: Compensation, Culture & People Committee (Chair) Nominating, Governance & Sustainability Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Nancy McKinstry has been chief executive officer and chairman of the executive board (a board made up of solely management members, which is distinct from Wolters Kluwer’s independent supervisory board) of Wolters Kluwer N.V. (“Wolters Kluwer”), a global professional information services and solutions company, since September 2003 and a member of its executive board since 2001. Before assuming her current position, Ms. McKinstry gained more than a decade of experience with Wolters Kluwer and its North American subsidiaries, serving as chief executive officer of CCH Legal Information Services for three years and as chief executive officer of operations in North America. Earlier in her career, she was a principal with Booz & Company (formerly Booz Allen Hamilton Inc.), focusing on media and technology. Ms. McKinstry is a director of Abbott Laboratories. Ms. McKinstry earned a Bachelor of Arts degree in Economics from the University of Rhode Island, Kingston and holds an MBA in Finance and Marketing from Columbia University. Specific Expertise: Ms. McKinstry brings to the Board strong experience in the professional services sector from her long career at Wolters Kluwer, where she has led the company’s digital transformation, as well as broad international perspective and risk management experience as both the chief executive officer of a global company and a director of large, multinational companies. The Board also benefits from her experience in the European market and her background in the digital, media and technology industries. As chief executive officer, Ms. McKinstry also has experience overseeing Wolters Kluwer’s sustainability initiatives and its ESG software offerings to a wide range of industries. | | | |
Skills Definitions
| | Beth E. Mooney | 68 Independent Director since: 2021 | Committee Membership: Compensation, Culture & People Committee Finance Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Finance, Accounting and Risk Mgmt. •Investment Expertise •Government and Regulatory | | Background: Beth E. Mooney was the chairman and chief executive officer of KeyCorp, a financial services company, from May 2011 to May 2020, when she retired. She previously served as KeyCorp’s president and chief operating officer from 2010 to 2011 and joined KeyCorp in 2006, as Vice Chair of Key Community Bank. Prior to that, Ms. Mooney was the senior executive vice president and chief financial officer at AmSouth Bancorporation (now Regions Financial Corporation) from 2004 to 2006 and before this role, she was senior executive vice president and president of the Tennessee Banking Group at AmSouth from 2000 to 2004. Earlier in her career, Ms. Mooney held senior positions at Bank One Corporation, DPL, Inc., Citicorp Real Estate, Hall Financial Group and Republic Bank of Texas/First Republic. Ms. Mooney is a director of AT&T Inc. and Ford Motor Company. Ms. Mooney earned a Bachelor’s degree from the University of Texas at Austin and holds an MBA in Finance from Southern Methodist University. Specific Expertise: Ms. Mooney brings to the Board a deep knowledge of the financial services industry based on a 30-year career at some of the country’s most prominent banking institutions. Her executive experience at KeyCorp, a large, highly-regulated public company, provides a unique perspective in the boardroom. The Board also benefits from Ms. Mooney’s extensive background in finance and risk management and her experience serving on the boards of global public companies. | | | |
Skills Definitions
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Skills Definitions
| | Gilles C. Pélisson | 66 Independent Independent Lead Director Director since: 2012 | Committee Membership: Nominating, Governance & Sustainability Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Gilles C. Pélisson has been our independent Lead Director since January 2020. Mr. Pélisson was chairman of TF1 Group, a leading French private broadcasting company, from February 2016 to February 2023 and served as chief executive officer of TF1 Group from February 2016 until October 2022. In February 2023, Mr. Pélisson joined Bouygues Group, the parent company to TF1 Group, as Senior Vice President. He previously served as chief executive officer of global hotel group Accor from 2006 until December 2010 and also as its chairman from 2009 until January 2011. Mr. Pélisson served as chief executive officer of mobile operator Bouygues Telecom from 2001 to 2005 and also as its chairman from 2004 to 2005. From 2000 to 2001, he was with the SUEZ group, where he led the 3G license bid for the Consortium Suez-Telefonica ST3G. Mr. Pélisson served as the chief executive officer of Disneyland Paris Resort from 1995 to 2000 and also as its chairman starting in 1997. Mr. Pélisson earned a Bachelor of Business Administration degree from ESSEC in Paris and holds an MBA from the Harvard Business School. Specific Expertise: Mr. Pélisson brings to the Board significant managerial, operational and global experience from his tenure as chairman and chief executive officer of TF1 Group, as chairman and chief executive officer of Accor, as chairman and chief executive officer of Bouygues Telecom, as chairman and chief executive officer of Disneyland Paris and from other senior executive positions he has held at several other companies as well as his previous service as a director of other public company boards. The Board also benefits from his broad experience in the European and Asian markets and his experience overseeing environmental, social and governance initiatives, including at TF1 Group. | | | |
Skills Definitions
| | Paula A. Price | 62 Independent Director since: 2014 | Committee Membership: Audit Committee (Chair) Compensation, Culture & People Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise | | Background: From July 2018 through May 2020, Paula A. Price was the executive vice president and chief financial officer of Macy’s, Inc., an omni-channel retailer of apparel, accessories and other goods. From 2014 to 2018, she was a full-time senior lecturer at Harvard Business School. Prior to joining the faculty of Harvard Business School, she was executive vice president and chief financial officer of Ahold USA, a U.S. grocery retailer, which she joined in 2009. Prior to joining Ahold USA, Ms. Price was senior vice president, controller and chief accounting officer at CVS Caremark. Earlier in her career, Ms. Price was the chief financial officer of the Institutional Trust Services division of JPMorgan Chase & Co. and also held senior management positions at Prudential Insurance Co. of America, Diageo and Kraft Foods. A certified public accountant, she began her career at Arthur Andersen & Co. Ms. Price is a director of Bristol Myers Squibb and Warner Bros. Discovery, Inc. She previously served as a director of DaVita Inc. from 2020 to 2022, Western Digital Corporation from 2014 to 2019 and 2020 to 2022, and Dollar General Corporation from 2014 to 2018. Ms. Price earned a Bachelor of Science degree in Accountancy from DePaul University and holds an MBA in Finance and Strategy from the University of Chicago. Specific Expertise: Ms. Price brings to the Board broad experience across finance, general management and strategy gained from her service in senior executive and management positions at major corporations across several industries, including, in particular, the retail, financial services and consumer packaged goods industries. She brings to the Board an important perspective from her experience as a chief financial officer, a member of the faculty of Harvard Business School and from her service as a director of other public company boards. The Board also benefits from her extensive background in finance and accounting matters. | | | |
Skills Definitions
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Skills Definitions
| | Venkata (Murthy) Renduchintala | 58 Independent Director since: 2018 | Committee Membership: Audit Committee Finance Committee | Key Skills: •Senior Leadership Experience •Global Expertise •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Dr. Venkata (Murthy) Renduchintala was chief engineering officer at Intel Corporation, a computer products and technology company, from November 2015 to August 2020. He also served as group president of Intel’s Technology, Manufacturing and Systems Architecture Group. Prior to joining Intel in 2015, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, a mobile technology company, where he last served as executive vice president, Qualcomm Technologies and as co-president of Qualcomm CDMA Technologies from 2012 to 2015 and led the semiconductor business in the computer and mobile segments. Dr. Renduchintala joined Qualcomm Technologies in 2004 from Skyworks Solutions, Inc., where he was vice president and general manager of the Cellular Systems division from 2000 to 2004. Prior to Skyworks, he spent a decade with Philips Electronics, Inc. progressing to become vice president of engineering for its consumer communications business. Dr. Renduchintala holds a Bachelor’s degree in Electrical Engineering, a Master’s degree in Business Administration and a Ph.D. in Digital Communications from the University of Bradford in England. Specific Expertise: Dr. Renduchintala brings to the Board global experience through his tenure as an executive at Intel Corporation and his other prior positions at Qualcomm, Skyworks and Philips Electronics. Dr. Renduchintala also brings deep technology expertise, with an important perspective on mobile Internet of Things, among other areas that are of relevance to Accenture. As Chief Engineering Officer at Intel Corporation, he also gained expertise in strategic technology-related investments and, as a member of Intel’s executive committee, oversaw the implementation of the cybersecurity and risk management policy. | | | |
Skills Definitions
| | Arun Sarin | 69 Independent Director since: 2015 | Committee Membership: Nominating, Governance & Sustainability Committee (Chair) Compensation, Culture & People Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Arun Sarin was chief executive officer of Vodafone Group Plc (“Vodafone”), a telecommunications company, from 2003 until his retirement in 2008, and also served as a director of Vodafone from 1999 to 2008. Mr. Sarin began his career at Pacific Telesis Group in 1984. He progressed through various management positions there and at AirTouch Communications Inc., which Pacific Telesis spun off in 1994, and was named president and chief operating officer of AirTouch in 1997. After AirTouch merged with Vodafone in 1999, he was appointed chief executive officer of Vodafone’s U.S./Asia-Pacific region. He left Vodafone in 2000 to become chief executive officer of InfoSpace, Inc., and from 2001 until 2003, he served as chief executive officer of Accel-KKR Telecom. Mr. Sarin rejoined Vodafone in 2003 as its group chief executive officer. After his retirement in 2008, he served as a senior advisor to Kohlberg Kravis Roberts & Co. for five years. Mr. Sarin is chairman of the board of Cerence, Inc. and a director of The Charles Schwab Corporation. He previously served as a director of Safeway, Inc. from 2009 to 2015, Blackhawk Network Holdings, Inc. (a subsidiary of Safeway, Inc.) from 2009 to 2018, Cisco Systems, Inc. from 2009 to 2020 and from 1998 to 2003, and as chairman of the board of Trepont Acquisition Corp I from 2020 to 2022. Mr. Sarin earned a Bachelor of Science degree from the Indian Institute of Technology in Kharagpur, India and holds MBA and Master of Science (Engineering) degrees from the University of California-Berkeley. Specific Expertise: Mr. Sarin brings to the Board significant global, managerial and financial experience as a result of his tenure as chief executive officer at Vodafone and prior senior executive experience. The Board benefits from his technology background and experience in the telecommunications industry. Mr. Sarin also brings an important perspective from his service as a director of other global, public company boards, including with respect to ESG matters due to his public company experience serving as a member and chair of several governance committees. | | | |
Skills Definitions
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Skills Definitions
| | Julie Sweet | 56 Chair and Chief Executive Officer Director since: 2019 | Key Skills: •Senior Leadership Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise •Government and Regulatory | | Background: Julie Sweet has been our chief executive officer and a member of the Board of Directors since September 2019 and became chair of our Board of Directors in September 2021. From June 2015 to September 2019, Ms. Sweet served as chief executive officer of Accenture’s business in North America. From March 2010 to June 2015, she was our general counsel, secretary and chief compliance officer. Prior to joining Accenture in 2010, Ms. Sweet was a partner for 10 years in the law firm Cravath, Swaine & Moore LLP. Ms. Sweet earned a Bachelor of Arts degree from Claremont McKenna College and holds a Juris Doctor from Columbia Law School. Specific Expertise: Ms. Sweet brings to the Board a strong leadership track record from her tenure as a member of Accenture’s global management committee and senior leadership team. Given her current roles as chair and chief executive officer and her previous executive roles as chief executive officer of Accenture’s business in North America, the Company’s largest geographic market, and general counsel, secretary and chief compliance officer, Ms. Sweet also brings to the Board a broad understanding of the Company’s business, operations and growth strategy, as well as in-depth knowledge of sustainability issues relevant to the Company and our clients and experience incorporating sustainability initiatives into the Company’s and our clients’ goals and objectives. The Board also benefits from Ms. Sweet’s perspective from her external leadership as Trustee of the World Economic Forum and her public policy advocacy in the areas of innovation, technology’s impact on business and inclusion and diversity. | | |
Skills Definitions
| | Tracey T. Travis | 61 Independent Director since: 2017 | Committee Membership: Audit Committee Finance Committee | Key Skills: •Senior Leadership Experience •Public Company Board Experience •Global Expertise •Finance, Accounting and Risk Mgmt. •Innovation and Technology •Investment Expertise | | Background: Tracey T. Travis has been executive vice president and chief financial officer of The Estée Lauder Companies Inc. (“Estée Lauder”), a global manufacturer and marketer of skin care, makeup, fragrance and hair care products, since 2012. Before assuming her current position, Ms. Travis served as the senior vice president of finance and chief financial officer of Ralph Lauren Corporation from January 2005 through July 2012. From 2001 to 2004, Ms. Travis was with Limited Brands, where she served as senior vice president of Finance from 2002 to 2004 and chief financial officer of Intimate Brands Inc. from 2001 to 2002. From 1999 to 2001, Ms. Travis was chief financial officer of the Americas Group of American National Can, where she led both the finance and information technology groups. From 1989 to 1999, Ms. Travis held various management positions at PepsiCo/Pepsi Bottling Group. Ms. Travis began her career at General Motors Co. as an engineer and senior financial analyst. Ms. Travis is a director of Meta Platforms, Inc. (formerly Facebook, Inc.). Ms. Travis earned a Bachelor of Science degree in Industrial Engineering from the University of Pittsburgh and holds an MBA in Finance and Operations Management from Columbia University. Specific Expertise: Ms. Travis brings to the Board significant experience in both finance and operations management in various industries through her experience as the chief financial officer of Estée Lauder, where she also is responsible for information technology and enterprise risk management, and prior positions at Ralph Lauren, Limited Brands, PepsiCo and General Motors. Ms. Travis also brings an important perspective from her service as a director of other public company boards and as a former co-lead of ESG efforts at Estée Lauder. | | | |
Skills Definitions
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Skills Definitions
The Compensation, Culture & People Committee reviews and, based in part on the advice of its independent consultant, makes recommendations to the full Board with respect to the compensation of our independent directors annually or more frequently as circumstances may warrant. The full Board reviews these recommendations and makes a final determination on the compensation of our directors. The Compensation, Culture & People Committee’s review of director compensation in fiscal 2023 included consideration of the compensation practices of the boards of directors of relevant peer companies and the general market, as well as a study by its independent consultant, which was prepared at the request of the Compensation, Culture & People Committee. After review of the Compensation, Culture & People Committee’s recommendation, the Board approved the independent director compensation for fiscal 2023 described below. Please see “Compensation Discussion and Analysis” for a description of Accenture’s executive compensation program. Elements of Director Compensation Each independent director receives annual compensation in the form of an annual cash retainer and an annual equity retainer, as well as the additional retainers as noted below:
Skills Definitions
| | 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 |
Skills Definitions
(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 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 2023 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. The non-executive chair, if any, receives an additional award of fully vested RSUs valued at approximately $200,000. Although the amounts of the annual and additional cash retainers remained unchanged from fiscal 2022, effective February 1, 2023, the Board approved a change to the payment timing for such cash retainers from annually to quarterly in arrears. There was no change to the payment timing for retainers that directors elect to receive in RSUs.
Skills Definitions
Governance Features Our compensation program for independent directors operates with the following governance features: •Equity Ownership Requirements. Directors must maintain ownership of Accenture equity having a fair market value equal to three times the value of the annual director equity grant. This requirement must be met by each director within three years of joining the Board. Each of our directors who had been a director for three or more years met this requirement in fiscal 2023 (solely based on shares held and vested equity awards). •Limit on Director Compensation. Annual limit of $750,000 in maximum aggregate compensation per individual independent director per fiscal year. •Trading Windows. Our directors can only transact in Accenture securities during approved trading windows after satisfying mandatory clearance requirements. •Hedging and Pledging Prohibition. Our Restricted Persons Trading policy and our Insider Trading policy prohibit our directors from hedging or pledging Accenture securities. •Other Compensation. Our independent directors do not receive any non-equity incentive plan compensation, participate in any Accenture pension plans or have any non-qualified deferred compensation earnings. We provide our directors with directors and officers liability insurance as part of our corporate insurance policies, and have entered into indemnification agreements with each of our directors. We also reimburse our directors for reasonable travel and related fees and expenses incurred in connection with their participation in Board or Board committee meetings and other related activities, such as site visits and presentations in which they engage as directors. Director Compensation for Fiscal 2023 The following table summarizes the annual compensation for our independent directors during fiscal 2023. As described above, the Board approved a change to the timing of director cash retainer payments, which became effective February 1, 2023. As a result, each non-employee director who elected to receive any portion of their annual and committee retainers in the form of cash received two quarterly payments during fiscal 2023 for the quarters ending in April and July, equal to 50% of the total annual and committee retainers, except for Alan Jope who was appointed to the Board effective as of April 14, 2023 and as a result received a pro rata portion of the quarterly payment for the quarter ending in April. The table below reflects only these two payments, as the payments for the quarters ending in October and January will be reported in next year’s Director Compensation for Fiscal 2024 table. With respect to directors who elected to receive their annual and committee retainers in RSUs, the table below reflects the full RSU award for a full four quarters of service, as such awards were granted in February 2023. The underlying shares for such RSU awards will be delivered one year after the grant date.
Skills Definitions
| Name(1) | Fees Earned or Paid in Cash($)(2) | | Stock Awards($)(3)(4) | | All Other Compensation($)(5) | | Total($) | | | Jaime Ardila | | $82,500 | | $239,815 | | — | | $322,315 | | Alan Jope | | $37,019 | | $239,943 | | — | | $276,962 | | Nancy McKinstry | | $114,375 | | $239,857 | | — | | $354,232 | | Beth E. Mooney | | $68,750 | | $239,815 | | — | | $308,565 | | Gilles C. Pélisson | | $182,500 | | $239,910 | | — | | $422,410 | | Paula A. Price | | $80,000 | | $239,815 | | — | | $319,815 | | Venkata (Murthy) Renduchintala | | $70,000 | | $239,815 | | — | | $309,815 | | Arun Sarin | | $75,000 | | $239,815 | | — | | $314,815 | | Frank K. Tang(6) | | — | | — | | $47,501 | | $47,501 | | Tracey T. Travis | | $140,000 | | $239,777 | | — | | $379,777 |
Skills Definitions
(a)Mr. Jope, who was appointed to the Board effective as of April 14, 2023, received a pro rata portion of the standard annual retainer and additional retainer for Board committee service, based on the number of days remaining in the 2023 director compensation year after the date of his appointment. (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, 2023. 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 2023 for each of our independent directors was as follows:
Skills Definitions
| Name | Aggregate Number of Vested RSU Awards Outstanding as of August 31, 2023 | | Jaime Ardila | 863 | | Alan Jope | 865 | | Nancy McKinstry | 1,137 | | Beth E. Mooney | 863 | | Gilles C. Pélisson | 1,519 | | Paula A. Price | 863 | | Venkata (Murthy) Renduchintala | 863 | | Arun Sarin | 863 | | Frank K. Tang | — | | Tracey T. Travis | 1,365 |
Skills Definitions
*Less than 1% of Accenture plc’s Class A ordinary shares outstanding. (1)Address for all persons listed is c/o Accenture, 500 W. Madison, Chicago, Illinois 60661, USA. (2)Includes 867 RSUs that could be delivered as shares within 60 days from December 4, 2023. (3)Includes 1,142 RSUs that could be delivered as shares within 60 days from December 4, 2023. (4)Includes 1,526 RSUs that could be delivered as shares within 60 days from December 4, 2023. (5)Includes 1,371 RSUs that could be delivered as shares within 60 days from December 4, 2023. (6)Includes 9,417 RSUs that could be delivered as shares within 60 days from December 4, 2023. (7)Includes 1,340 RSUs that could be delivered as shares within 60 days from December 4, 2023. (8)Includes 2,077 RSUs that could be delivered as shares within 60 days from December 4, 2023. (9)Includes 4,988 RSUs that could be delivered as shares within 60 days from December 4, 2023.
Skills Definitions
| | 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 | Designed to tie pay to both individual and Company performance for the fiscal year. | | | | | Paid from funds accrued during the fiscal year based on Company financial performance, compared to the earnings target for the year. | | | 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. | | | 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. |
Skills Definitions
Compensation Practices The Compensation, Culture & People Committee oversees the design and administration of the Company’s compensation programs, among other things. The Compensation, Culture & People Committee believes that a well-designed, consistently applied compensation program is fundamental to the Company’s culture of shared success. The compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against its business plan and the creation of 360° value for all stakeholders. The Compensation, Culture & People Committee recognizes that in a professional services company, it is the collective leadership and individual contributions of our people around the world that are responsible for creating success for all of our stakeholders. Specifically, the program is designed to create shareholder value through: •Pay-for-Performance by aligning compensation to company performance. •Appropriate Pay Mix with an emphasis on performance-based compensation. •Creating 360° Value with our culture of shared success, to deliver 360° value for our clients, people, shareholders, partners and communities. •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.
Skills Definitions
| What we do | | | üAlign our executive pay with performance üSet challenging performance objectives üProvide an appropriate mix of short- and long-term incentives üAlign executive compensation with shareholder returns through performance-based vesting of equity incentive awards üUse appropriate peer groups when establishing compensation üMaintain meaningful equity ownership guidelines | üInclude caps on individual payouts in short- and long-term incentive plans üMaintain clawback policies applicable to cash and equity incentive awards (including both time- and performance-based) üMitigate potential dilutive effects of equity awards through our share repurchase programs üHold an annual “say-on-pay” advisory vote üConduct annual compensation risk review and assessment üRetain an independent compensation consultant | | What we don’t do | | | ûNo contracts with multi-year guaranteed salary increases or non-performance bonus arrangements ûNo “golden parachutes,” change in control payments or excise tax gross-ups ûNo change in control “single trigger” equity acceleration provisions | ûNo dividends or dividend equivalents paid until vesting ûNo hedging or pledging of Company shares ûNo supplemental executive retirement plan |
Skills Definitions
When setting compensation, the Compensation, Culture & People 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 45th percentile among the companies in our peer group as of August 31, 2023. The realizable total direct compensation for our chair and chief executive officer over this same period was at the 34th 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, 2023; 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, 2023. 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 45th percentile among the companies in our peer group as of August 31, 2023. The average realizable total direct compensation for all of our named executive officers for the same three-year period was at the 33rd 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 2023 annual general meeting of shareholders. Given this strong support, which we believe demonstrates our shareholders’ satisfaction with the alignment of our 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 2023 as a result of the shareholder advisory vote.
Skills Definitions
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 Compensation, Culture & People 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 Compensation, Culture & People Committee reviews internal pay equity data and external benchmarking reports, as discussed below under “—Role of Benchmarking.” At the subsequent meeting, the Compensation, Culture & People 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 2023, 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 2023 by reviewing the results achieved against the performance objectives for the year (as discussed below under “—Process for Determining Executive Compensation—Performance Objectives Used in Evaluations”) 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 the “Proxy Summary—Financial Highlights” above. The committees recognized that during fiscal 2023, the Company navigated a tougher macro environment than anticipated at the beginning of fiscal 2023, and in particular the challenges faced by our Communications, Media and Technology industry group and North America market during fiscal 2023. The committees also noted that the Company delivered record new bookings, increased market share, very strong free cash flow and continued shareholder value creation, while continuing to significantly invest in our business, people and communities. In particular, the committees noted the Company’s deployment of over $2.5 billion across 25 acquisitions to scale our business in strategic growth areas, securing our rotation to 100% renewable electricity, rapidly taking a leadership position in generative AI and investing $1.1 billion in the training and development of our people. As a result, the committees set the Company’s performance rating for fiscal 2023 in the “meets” category, compared to “exceeds” for fiscal 2022. The committees’ evaluation of Ms. Sweet’s performance is discussed below under “—Fiscal 2023 Compensation Decisions.” At the second meeting in October of 2023, 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 Compensation, Culture & People Committee then approved compensation for each named executive officer. Performance Objectives Used in Evaluations As discussed above, performance-based compensation is determined by evaluating performance against annual objectives. The objectives for fiscal 2023 were set forth in our annual shared success scorecard, which aligns to our fundamental and strategic priorities. These annual objectives go through multiple layers of review, including by the Compensation, Culture & People Committee’s independent compensation consultant, who confirms that the objectives are rigorous and challenging before being reviewed and approved by the Compensation, Culture & People Committee at the beginning of the fiscal year.
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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 Compensation, Culture & People Committee considered each other named executive officer’s performance, for fiscal 2023. The fiscal 2023 shared success scorecard included financial performance objectives that were established by reference to our business plan, including with respect to revenue growth in local currency, operating margin, earnings per share, new bookings and free cash flow, 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 2023, approximately 500 Accenture employees in global and market level leadership teams, including 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.
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Fiscal 2023 Compensation Decisions Summaries of the compensation decisions made by the Compensation, Culture & People Committee in recognition of our named executive officers’ performance during fiscal 2023 are described below. Chair and Chief Executive Officer In October 2023, 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. The committees set Ms. Sweet’s individual performance rating for fiscal 2023 at a level consistent with the overall Company performance rating, which was in the “meets” category and established her performance grant value modifier, as further described under “—Compensation Programs,” for purposes of determining the target value of her fiscal 2024 Key Executive Performance Share Program award, at 0.95X based on the Company’s two-year relative total shareholder return and fiscal 2023 performance. In making its compensation decisions, the Compensation, Culture & People Committee considered many factors, including the Company’s overall strong financial results under Ms. Sweet’s leadership, particularly against the backdrop of a more challenging macro environment than anticipated at the beginning of fiscal 2023, and taking decisive action in initiating business optimization actions to reduce structural costs and build resilience, which are being delivered ahead of schedule. The Committee specifically noted Ms. Sweet’s exceptional level of engagement with the Company’s clients and ecosystem partners globally, including maintaining our number one position with our leading ecosystem partners, and her continued focus on investing at scale and pivoting our Company to high growth areas, including taking an early leadership position in generative AI. The Committee also recognized Ms. Sweet’s commitment to, and progress towards, the Company’s inclusion and diversity and sustainability goals and the delivery of 360° value to our stakeholders. At the October 2023 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 2023, the Compensation, Culture & People Committee considered the Company’s performance results for fiscal 2023, 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. Ms. Sweet was not involved in setting her compensation and was not present during the review of her performance or approval of her compensation. As a result of its fiscal 2023 assessments and consideration of data provided by its independent compensation consultant, the Compensation, Culture & People Committee approved the following compensation elements for Ms. Sweet in recognition of her achievements during fiscal 2023:
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| | Julie Sweet Chair and Chief Executive Officer | | 74% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Base Compensation (as of Dec. 1, 2023): | | $1,550,000 (no change) | | | Fiscal 2023 Global Annual Bonus: | | $3,317,000 (44% decrease from fiscal 2022) | | | Target Values of January 2024 Equity Awards: | | •$14,250,000 under Key Executive Performance Share Program (5% decrease from January 2023 award) •$5,000,000 under Accenture Leadership Performance Equity Award Program (no change) | |
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| | KC McClure Chief Financial Officer | | 75% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Base Compensation (as of Dec. 1, 2023): | | $1,100,000 (no change) | | | Fiscal 2023 Global Annual Bonus: | | $1,309,000 (37% decrease from fiscal 2022) | | | Target Values of January 2024 Equity Awards: | | •$3,800,000 under Key Executive Performance Share Program (5% decrease from January 2023 award) •$1,300,000 under Accenture Leadership Performance Equity Award Program (no change) | |
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| | Manish Sharma(1) Chief Executive Officer—North America | | 75% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Base Compensation (as of Dec. 1, 2023): | | $1,100,000 (no change)(2) | | | Fiscal 2023 Global Annual Bonus: | | $1,412,612 (27% decrease from fiscal 2022) | | | Target Values of January 2024 Equity Awards: | | •$3,800,000 under Key Executive Performance Share Program (5% decrease from January 2023 award) •$1,300,000 under Accenture Leadership Performance Equity Award Program (no change) | |
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(1)Mr. Sharma’s fiscal 2023 Global Annual Bonus amount was converted from Indian rupees to U.S. dollars at an exchange rate of 81.98885, which was the average of the monthly translation rates for fiscal 2023. For purposes of determining the percentage change of Mr. Sharma’s fiscal 2023 Global Annual Bonus compared to his fiscal 2022 Global Annual Bonus, Mr. Sharma’s fiscal 2022 Global Annual Bonus amount was converted from Indian rupees to U.S. dollars at an exchange rate of 75.90321, which was the average of the monthly translation rates for fiscal 2022. (2)While the overall targeted value of Mr. Sharma’s base salary as of December 1, 2023, which was approved in U.S. dollars, was unchanged from the level in effect as of December 1, 2022, his base salary for fiscal 2023 was paid in Indian rupees resulting in the amount shown in the Summary Compensation Table after application of the average monthly translation rate for fiscal 2023.
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| | Jean-Marc Ollagnier(1) Chief Executive Officer—EMEA | | 75% of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year period | | Base Compensation (as of Dec. 1, 2023): | | $1,016,368 (no change in local currency) | | | Fiscal 2023 Global Annual Bonus: | | $1,459,156 (31% decrease from fiscal 2022) | | | Target Values of January 2024 Equity Awards: | | •$3,800,000 under Key Executive Performance Share Program (5% decrease from January 2023 award) •$1,300,000 under Accenture Leadership Performance Equity Award Program (no change) | |
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Role of Compensation Consultants The Compensation, Culture & People Committee has engaged Pay Governance to serve as the Compensation, Culture & People Committee’s independent compensation consultant. Pay Governance and its affiliates do not provide any services to the Company or any of the Company’s affiliates other than advising the Compensation, Culture & People Committee on executive and director compensation. With respect to executive compensation, as requested by the Compensation, Culture & People Committee, Pay Governance advises the Compensation, Culture & People Committee on general marketplace trends in executive compensation, makes proposals for executive compensation programs, recommends peer companies for inclusion in competitive market analyses of compensation and otherwise advises the Compensation, Culture & People Committee with regard to the compensation of our chair and chief executive officer and members of our executive committee. Pay Governance also provides input for the Compensation, Culture & People Committee to consider regarding the final compensation packages of our chair and chief executive officer, as discussed under “—Process for Determining Executive Compensation.” In addition, Pay Governance provides input to the Compensation, Culture & People Committee for its annual review of director compensation, as discussed under “Director Compensation.” Management separately receives benchmarking information with respect to the members of our executive committee from its compensation consultant, WTW, as described under “—Role of Benchmarking.” While WTW also acts as management’s compensation consultant in various capacities with respect to our global workforce and assists management in formulating its compensation recommendations for the members of our executive committee, the Compensation, Culture & People Committee has separately engaged Pay Governance as its independent compensation consultant to provide it with independent advice and to avoid any conflicts of interest. The Compensation, Culture & People Committee has assessed the independence of Pay Governance pursuant to the applicable rules and determined that its engagement does not raise any conflict of interest. Role of Benchmarking Pay Governance performs extensive analyses focusing on executive compensation opportunity, total realizable pay, the difficulty of achieving incentive plan goals, pay-for-performance alignment and the compensation levels of the chair and chief executive officer and other executive officers across our peer group companies. The Compensation, Culture & People Committee considers these analyses when determining the compensation of our named executive officers. In addition, WTW prepares a report that includes a comparison of our named executive officers’ compensation to comparable roles within our proxy peer group companies, as well as the most recent data for similar roles across the world’s largest technology companies. The WTW report serves as one input to consider along with Company and individual performance, internal comparisons across members of our executive committee and alignment with our shared success compensation philosophy. Because the future performance of the Company and the companies in our peer group are not known at the time that the compensation opportunities under the Company’s programs are established, the Compensation, Culture & People Committee also considers an annual review of the most recent historical alignment of pay and performance relative to the Company’s peers. This review is intended to help the Compensation, Culture & People Committee ensure that the Company aligns pay and performance relative to its peers and that our compensation programs are working as intended. The results of the review with respect to all of our named executive officers are summarized under “—Pay-for-Performance” above.
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Fiscal 2023 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 Compensation, Culture & People 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 2023, based on the recommendations of the Compensation, Culture & People Committee’s independent compensation consultant, the Compensation, Culture & People Committee approved the removal of Aon plc from Accenture’s peer group and the addition of QUALCOMM Incorporated, which has revenues within a range more similar to Accenture’s revenues. The Compensation, Culture & People Committee believes the fiscal 2023 compensation peer group below accurately reflects Accenture’s size and complexity. The Compensation, Culture & People Committee further believes the fiscal 2023 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 2023 compensation for our named executive officers. The Compensation, Culture & People 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 Compensation, Culture & People Committee excludes outliers when it determines, in consultation with its independent compensation consultant, that such exclusion is appropriate. This ensures that the Compensation, Culture & People 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.
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| Peer Group for Assessing Fiscal 2023 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(1) Salesforce, Inc. Visa Inc. |
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| Accenture Vs. Peer Group(2) | | | Revenue | Market Capitalization | | | |
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| 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 |
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Cash Compensation Cash compensation for Accenture’s named executive officers consists of two components: base compensation and the Global Annual Bonus, each of which is described below. Base Compensation Base compensation provides a fixed level of compensation to the named executive officers each year and reflects each named executive officer’s leadership role, as opposed to individual performance. Base compensation may vary for named executive officers based on relative market compensation. Increases to base compensation, if any, generally take effect in connection with a promotion or at the beginning of the compensation year, which begins on December 1 of each year. 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 at the start of the year. 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 Compensation, Culture & People 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 9,800 employees) and each of our named executive officers. Each of the named executive officers was assigned a fiscal 2023 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 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 2023 bonus pool), as shown below.
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| Named Executive Officer | FY23 Minimum Bonus as a % of Target Bonus | FY23 Target Bonus as a % of Base Salary(1) | FY23 Maximum Bonus as a % of Target Bonus(1) | | Julie Sweet | 0% | 250% | 200% | | KC McClure | 0% | 175% | 171% | | Manish Sharma | 0% | 175% | 171% | | Jean-Marc Ollagnier | 0% | 175% | 171% | | James Etheredge | 0% | 175% | 171% |
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| 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 based on individual, team and Company performance, in each case, with respect to the prior 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. |
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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 three-year 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 2021 through fiscal 2023, the 2021 Key Executive Performance Share Program awards vested at 106.4% of the target level. Awards under our 2023 Key Executive Performance Share Program have a three-year performance period beginning on September 1, 2022 and ending on August 31, 2025. •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 Compensation, Culture & People Committee deems to be challenging. The aggregate of these three annual operating income plans forms the reference, or target, for
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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 vesting of RSUs determined as shown in the table below. •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, 2025), 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, 2022). 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 vesting of RSUs as shown in the table below.
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| | 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 | 150.0% | At or above 80th percentile | 50.0% |
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| 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 Salesforce, Inc. SAP SE S&P 500 Total Return Index Visa Inc. |
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This group of companies and the S&P 500 Total Return Index together represent a slightly different and broader list than the fiscal 2023 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 2023 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, 2022 and January 1, 2023. Each of our named executive officers, except Ms. Sweet, 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 15 years of continuous service, the participant is entitled to pro rata vesting of his or her award at the end of the 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 2023 are set forth in footnote 5 to the “Outstanding Equity Awards at August 31, 2023” table below.
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| Accenture 2023 Proxy Statement | 79 |
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Grant Value Modifier. To further align our named executive officers’ pay with the Company’s performance, starting with the January 1, 2022 grants, 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 2022 for January 1, 2023 grants to the named executive officers was set at 1.00X based on the Company’s two-year relative total shareholder return. 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. 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 and is funded based on overall Company performance. Eligible members of Accenture Leadership receive equity grants in the form of time-vesting RSUs. These awards 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 2023, as further shown in the “Stock Vested in Fiscal 2023” 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, 2023” table below. 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 2022 to January 2023, Mses. Sweet and McClure and Messrs. Etheredge and Sharma participated in the Voluntary Equity Investment Program and, based on their respective purchases through the program and held at year-end, received a grant of matching RSUs under the Voluntary Equity Investment Program in fiscal 2023 as indicated above and the “Grants of Plan-Based Awards for Fiscal 2023” 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. 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 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.
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| 80 | Accenture 2023 Proxy Statement |
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Prior to assuming his role as chief executive officer—North America, Mr. Sharma was based in the United States on a temporary basis while serving as the Company’s chief operating officer. 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. Additional discussion of the personal benefits and other compensation provided to the named executive officers in fiscal 2023 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. 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. As more specifically described in “Potential Payments Upon Termination” below, certain of the employment agreements, as of the end of fiscal 2023, provide for various post-termination payments, some of which are conditioned on compliance with non-competition and non-solicitation obligations following termination. In addition, as of the end of fiscal 2023, members of Accenture Leadership employed in the United States, including Ms. Sweet and Ms. McClure were eligible for benefits under our Accenture Leadership Separation Benefits Plan, subject to, among other things, compliance with post-termination non-competition and non-solicitation obligations. As noted above, in “Fiscal 2023 Compensation Decisions,” Mr. Etheredge’s retirement agreement with the Company provides that he will not be eligible for such severance benefits. The Company’s employment agreements and the Accenture Leadership Separation Benefits Plan 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.
Skills Definitions
In October 2023, the Compensation, Culture & People Committee approved a standardized cash severance benefit which applies to the named executive officers, which is described further under “Potential Payments Upon Termination—Severance Benefits.” 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 our 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 the 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 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 (a) engaged in any misconduct that resulted in material financial, operational or reputational harm to the Company or (b) 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.
Skills Definitions
Compensation Risk Assessment In fiscal 2023, 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). Compensation, Culture & People Committee Report The Compensation, Culture & People Committee has reviewed the Compensation Discussion and Analysis section of this proxy statement and discussed that section with management. Based on its review and discussions with management, the Compensation, Culture & People Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K. This report is provided by the following independent directors, who compose the Compensation, Culture & People Committee:
The Compensation, Culture & People Committee
| | U.S. Accenture Leadership Separation Benefits Plan | | | | U.S. Retiree Medical Benefits Program | | | | Potential Payments if Termination is for Reasons Unrelated to Performance($)(1) | | Potential Payments if Termination is for Reasons Related to Performance($)(2) | | Estimated Present Value of Future Benefits($)(3) | | | Julie Sweet | | $1,028,288 | | $531,500 | | $190,593 | | KC McClure | | $742,231 | | $385,667 | | $169,284 | | James Etheredge(4) | | $742,231 | | $385,667 | | $202,851 |
The Compensation, Culture & People Committee
| 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) | | | | 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 |
The Compensation, Culture & People Committee
| | Compensation Actually Paid (CAP) Versus TSR | | ¡ | |
The Compensation, Culture & People Committee
| | Compensation Actually Paid (CAP) Versus Net Income | | ¡ | |
The Compensation, Culture & People Committee
| | Compensation Actually Paid (CAP) Versus Operating Income(1) | | ¡ | |