| We value the opinions of our stockholders and also seek their input as part of our regular stockholder outreach efforts. The feedback we received from stockholders regarding our executive compensation program was generally positive. | | After evaluatingThe Compensation Committee evaluated the outcomeresults of the 20202021 advisory vote, additional stockholder feedback, and input from our independent compensation consultant, and the other factors and data discussed in this CD&A in determining executive compensation policies and decisions. Based on this evaluation, the Compensation Committee determined that our executive compensation programs are aligned with our compensation philosophy and company strategy and decided not to make any material changes to the structure or principles of the programs.
The Compensation Committee will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of future say-on-pay votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs. | | | We value the opinions of our stockholders and also seek their input as part of our regular stockholder outreach efforts. | |
The Compensation Committee will continue to consider stockholder feedback, input from our independent compensation consultant and the outcomes of future say-on-pay votes when assessing our executive compensation programs and policies and making compensation decisions for our NEOs.
Executive Summary | CD&A | INTUIT 2021 Proxy Statement42
| | 40 | | | INTUIT 2022 Proxy Statement | CD&A | Executive Summary | | | | | | | |
Compensation Philosophy and Objectives Our Guiding Philosophy In setting policies and practices regarding compensation, the guiding philosophy of the Compensation Committee is that our compensation programs should: Our Strategies We use a mix of cash and equity incentives. The Compensation Committee believes that both cash and equity incentives are important tofor an effective compensation structure. Annual cash incentives reward executives for short-term operating results, as well as our progress toward certain ESG-related goals, while equity incentives motivate executives to deliver on our long-term strategic plan in order to increase stockholder value. We consider a diverse set of factors in determining compensation opportunities and incentive awards. In determining the amount of cash and equity incentives our officers receive, the Compensation Committee considers each executive officer’s total compensation to assess the program’s overall value for motivatingmotivation and retaining him or her.retention. The committee also considers other relevant factors, such as market data, internal parity, succession planning, exceptional capability and stockholder and proxy advisor perspectives. We manage our equity compensation programs to provide competitive rewards that are commensurate with results delivered. The Compensation Committee considers measures related to dilution, burn rate and the cost of the equity incentive program compared to similar peer companies, while recognizing the need to hire top talent in aan increasingly competitive labor market. This is especially important in areas such as full-stack and data engineering, data science, customer success and sales, that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems.problems, such as full-stack and data engineering, data science, customer success and sales. Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations The Compensation Consultant The Compensation Committee has the authority to retain independent consultants and other experts to assist it in fulfilling its responsibilities. The committee has engaged the services of FW Cook, a national executive compensation consulting firm, to review and provide recommendations concerning Intuit’s executive compensation program. FW Cook performs services solely on behalf of the Compensation Committee and interacts with the company and management only in the course of performing those services. As described below under “Fiscal 20202021 Peer Group,” FW Cook assists the committee in defining our peer group, which is used in our evaluation of our relative executive compensation levels and practices and provides context for evaluating and making compensation decisions. FW Cook also assists the committee in comparing our non-employee director compensation program and practices to those of peer companies. FW Cook attended all meetings of the Compensation Committee as its independent advisor, responded to committee members’ inquiries and refined their analyses based on the committee’s questions. The Compensation Committee has assessed the independence of FW Cook pursuant to Nasdaq and SEC rules, and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee. 43INTUIT2021 Proxy Statement |CD&A|Compensation Philosophy and Objectives
Officers and the Board The Compensation Committee received support from Intuit’s human resources leaders in analyzing and establishing Intuit’s compensation programs for fiscal 2020.2021. Members of Intuit’s management and staff, including the Chief People & Places Officer, members of her staff and internal Intuit legal counsel, attended a portion of each meeting of the Compensation Committee. | | | | | | | | Compensation Philosophy and Objectives | CD&A | INTUIT 2022 Proxy Statement | | | 41 | |
Mr. Goodarzi, our President and CEO, provided recommendations to the committee regarding the cash and equity compensation of his executive staff (including those who are NEOs), succession planning, organizational development and the use of incentive compensation to drive Intuit’s growth and support the ecosystem business model. In determining compensation for other NEOs, the committee considered Mr. Goodarzi’s recommendations. To aid the Compensation Committee in its evaluation of his performance, Mr. Goodarzi provided a self-review and feedback from his executive staff, together with input from the Executive Chairman of the Board, to the committee. The Compensation Committee determined the compensation for Mr. Goodarzi after obtaining information and input from FW Cook and conferring with the Board without Mr. Goodarzi present. In all cases, although the Compensation Committee received advice and recommendations, the committee is solely responsible for making the final decisions on compensation for the NEOs. Fiscal 20202021 Peer Group Peer Group Composition Each year the Compensation Committee works with its independent compensation consultant to determine appropriate peer companies for benchmarking our executive compensation program. In choosing the peer group, the committee has two primary objectives: First, to confirm that our peer group is relevant and includes companies: •
that compete with which we competeus for executive and technical software development talent; •
of similar scope and complexity; and •
of similar size, measured by revenue and market capitalization. Second, to create a sufficiently robust set of peers to ensure a degree of continuity year-over-year. Using these objectives, the independent compensation consultant recommended a fiscal 20202021 peer group of 1615 companies with the following characteristics: | | Criteria for Fiscal
20202021 Peer Group | | | Characteristics | | | | Technology companies with headquarters in California | | | All are California technology innovators that compete with Intuit competes with for executive and technical talent. | | | | Size | | | Peer companies generally fall within a range of similar revenue between 0.33x and 3.0x Intuit’s revenue and company market-capitalization value between 0.33x and 3.0x that of Intuit. | | | | Year-over-year continuity | | | In fiscal 2020,2021, one company, NortonLifeLockNetApp, Inc. (formerly Symantec Corporation), was removed from the peer group because it no longer met the geography criterion after relocating its corporate headquarters following the sale of its enterprise-security business, and one company, QUALCOMM Incorporated, was added to the peer group as a new company that met the industry, geography and size criteria.criterion. | |
The independent compensation consultant reviewed these criteria with the Compensation Committee in January 2020,2021, and the committee determined that the following companies would make up the compensation peer group for fiscal 20202021 year-end decisions. Fiscal 2020 Peer Group|CD&A|INTUIT2021 Proxy Statement44
| | 20202021 Compensation Peer Companies | | | | Activision Blizzard, Inc. | | | Electronic Arts, Inc. | | | QUALCOMM Incorporated | | | Tesla, Inc. | | | Adobe Inc. | | | NetApp, Inc. | | | salesforce.com, inc. | | | Twitter, Inc. | | | | Autodesk,Adobe Inc. | | | Netflix, Inc. | | | ServiceNow, Inc. | | | VMware, Inc. | | | | eBayAutodesk, Inc. | | | PayPal Holdings, Inc. | | | Square, Inc. | | | Workday, Inc. | | | | eBay Inc. | | | QUALCOMM Incorporated | | | Tesla, Inc. | | | | |
All compensation decisions made in July 20202021 relied on this peer group for context. Any discussion about components of executive officers’ compensation that occurred prior to July 20202021 (including, for example, their salaries) relied on the peer data from the peer group approved by the Compensation Committee in January 2019.2020. How Peer Group Data Were Used The Compensation Committee used the publicly reported information regarding NEO compensation from thesethe peer companies as a reference point in assessing compensation levels for Intuit’s NEOs. The committee then considered each individual officer’s role and scope of responsibilities relative to comparable positions at Intuit’s peers. Based on this information, the committee reviewed Intuit’s executive compensation programs and practices, and analyzed each NEO’s base pay, cash bonus and equity awards. There is no targeted benchmark level of compensation. | | 42 | | | INTUIT 2022 Proxy Statement | CD&A | Fiscal 2021 Peer Group | | | | | | | |
Components of Compensation Overview The components of Intuit’s executive compensation program for fiscal 20202021 are as follows: 45INTUIT2021 Proxy Statement |CD&A|Components of Compensation
The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each executive’s cash bonus, equity awards and any adjustments to base salary and target cash bonus opportunities for the following year. This timing allows the committee to consider the company’s TSR performance to date and financial results for the fiscal year. The committee is required to certify the achievement of the performance measures for each performance-based element of an executive’s compensation. Base Salary Each July, the Compensation Committee reviews the base salaries of our NEOs in the context of the compensation information provided by the committee’s independent compensation consultant. The goal of this review is to determine whether the base salaries of our NEOs are competitive with our compensation peer group and to ensure those salaries reflect each executive’s role, responsibilities, experience and performance. Fiscal 20212022 base salary decisions for each of our NEOs are described under “Compensation Snapshot for Each NEO” below. Annual Cash Bonuses Intuit uses cash bonuses to reward achievement of annual company financial performance and strategic objectives, including certain ESG-related goals, and individual strategic and operational objectives, all of which align with stockholder value. These bonuses are determined by a multi-step process. Prior to fiscal 2021, we maintained a separate cash bonus plan for our senior executives. Beginning in fiscal 2021, cash bonuses for our senior executives, including our NEOs, were awarded under the Intuit Inc. Performance Incentive Plan (“IPI”), which is the same bonus program in which our broader employee base participates. | | | | | | | | Components of Compensation | CD&A | INTUIT 2022 Proxy Statement | | | 43 | |
| | At the beginning of and during the fiscal year | | | | |
Bonus targets are established. Each NEO has an annual bonus target that is a stated percentagepercent of base salary. The Compensation Committee set fiscal 20202021 bonus targets in July 20192020 for all NEOs based on the scope and significance of each executive’s leadership role at Intuit, as well as a review of market data. Senior Executive Incentive PlanIPI bonus pool baseline funding formula is determined. Baseline funding of the IPI is determined by company-wide financial performance. The Compensation Committee set two aggressive, equally weighted performance hurdle is established. Throughgoals — one based on Intuit’s revenue and the other based on non-GAAP operating income. The fiscal 2021 revenue goal reflected growth of 6.9% over actual performance in fiscal 2020, cash bonusesand the non-GAAP operating income goal reflected 10.0% growth over actual performance in fiscal 2020. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management. Because these goals were set before we completed our NEOs were generally awarded under the SEIP, a stockholder-approved plan that was intended to qualify as performance-based compensation under Section 162(m)acquisition of the Internal Revenue Code (before the Code was amended as part of the Tax Cuts and Jobs Act in December 2017), as described in more detail below. SEIP participants were determined in the first quarter of the fiscal year. In fiscal 2020, participants included the CEO, the Executive Chairman of the Board, the Chairman of the Executive Committee and all Executive Vice Presidents at that time. In May 2019,Credit Karma, the Compensation Committee established a company GAAPdid not take into account Credit Karma’s results for purposes of determining baseline funding under the formula. For purposes of our discussion of fiscal 2021 IPI determinations, we refer to these measures as “adjusted revenue” and “adjusted non-GAAP operating income thresholdincome.” (See Appendix A of $800 million for fiscal 2020 as the minimum performance hurdle for any NEO to be eligiblethis proxy statement for a cash bonus underreconciliation of non-GAAP measures.)
True North strategic goals are established. As part of our financial planning process, management established goals to deliver results for each of our four key True North stakeholders — employees, customers, communities and stockholders. These metrics are designed to advance our progress toward our bold goals and include measurable company-wide ESG-related goals. Based on performance against these goals, the SEIP, and setCompensation Committee has discretion to make upward or downward adjustments to the maximum payout at 250% of a participant’s target award.funding percentage generated by the baseline funding formula. True North Stakeholder Fiscal 2021 Goal Outcomes | | Employees | | | | Communities | | | | SEIP bonus pool funding formula is determined.• Baseline funding
Inspire and empower highly engaged employees, as measured by employee surveys* •
Create a diverse and inclusive environment, as measured by representation of women in technology roles and under-represented minority employees* •
Grow highly capable people managers, as measured by employee surveys* •
Retain world’s top talent* | | | | • •
Create jobs through Prosperity Hubs* •
Prepare people for jobs* •
Make a positive impact on climate, as measured against our 2018 carbon footprint* | | | | Customers | | | | Stockholders | | | | •
Increase the SEIP is based on company-wide performance against a formula that includes specificnumber of active customers •
Improve customer retention •
Delight customers more than alternatives, as measured by net promoter scores | | | | •
Grow revenue and non-GAAPby double digits •
Grow QuickBooks Online Ecosystem revenue by more than 30% •
Increase revenue per customer •
Generate operating income targets. The committee believes these objective measurements serve as clear goals for management to drive both innovation and responsible cost-management. The Compensation Committee set two aggressive, equally weighted performance goals — one based on Intuit’s revenue and the other based on non-GAAP operating income. (See the table on page A-3 of this proxy statement for a reconciliation of non-GAAP measures.) The fiscal 2020 revenue goal reflected growth of 11.9% over actual performance in fiscal 2019, and the non-GAAP operating income goal reflected 13.0% growth over actual performance in fiscal 2019. | |
Response to COVID-19 Pandemic. In response to the uncertainty caused by the COVID-19 pandemic, the CEO and senior management (including the NEOs) agreed to limit their cash incentives to 100% of target. Following the close of fiscal 2020, the bonus plan funding formula (described below) yielded a baseline funding percentage of 117.9%. Consistent with management’s commitment to support employees through the circumstances created by the pandemic, the Compensation Committee funded the bonus pool for the NEOs and other senior executives at 100% of target while funding the bonus pool for all other employees in line with the higher level yielded under the formula.
*
ESG-related goal outcomes | | 44 | | | INTUIT 2022 Proxy Statement | CD&A | Components of Compensation | | | | | | | |
| | At the end of the fiscal year | | | | |
Achievement of SEIP performance hurdle is certified. At the close of fiscal 2020, the Compensation Committee certified that Intuit had exceeded the $800 million GAAP operating income threshold. Accordingly, each participant in the SEIP was eligible, but not entitled, to receive a cash bonus under that plan.
Fiscal 20202021 baseline bonus funding is determined. The following table shows the formulaic output of a range of performance levels against the two financial goals approved by the Compensation Committee at the beginning of the fiscal year. In fiscal 2020, the slopeyear (prior to our acquisition of this scale was recalibrated to reward only the highest levels of performance with the highest rates of funding. Components of Compensation |CD&A|INTUIT2021 Proxy Statement46
Credit Karma). Based on our actual performance under these results,measures, the formula yielded a baseline funding of the SEIPIPI at 117.9%131.0% of target. However, | | Measure
Weighting | | | | Adjusted Revenue
($ Billions) 50% | | | | Adjusted Non-GAAP Operating Income
($ Billions) 50% | | | | Total
100% | | | | | | | | FY21
Adjusted
Revenue(1) | | | Bonus Pool
Funding as a
Percent of Target(2) | | | | FY21 Adjusted
Non-GAAP
Operating Income | | | Bonus Pool
Funding as a
Percent of Target(2) | | | | Baseline Company
Performance as a
Percent of Target(3) | | | | Maximum | | | | | | $9.57 | | | | | | 150% | | | | | | | $3.44 | | | | | | 150% | | | | | | | 150% | | | | | | | | | | | $8.58 | | | | | | 120% | | | | | | | $3.13 | | | | | | 120% | | | | | | | 120% | | | | | | | | | | | $8.40 | | | | | | 109% | | | | | | | $3.04 | | | | | | 109% | | | | | | | 109% | | | | | | | | | | | $8.30 | | | | | | 105% | | | | | | | $2.99 | | | | | | 105% | | | | | | | 105% | | | | | Target | | | | | | $8.21 | | | | | | 100% | | | | | | | $2.94 | | | | | | 100% | | | | | | | 100% | | | | | | | | | | | $8.07 | | | | | | 97% | | | | | | | $2.89 | | | | | | 97% | | | | | | | 97% | | | | | | | | | | | $7.93 | | | | | | 93% | | | | | | | $2.84 | | | | | | 93% | | | | | | | 93% | | | | | | | | | | | $7.80 | | | | | | 90% | | | | | | | $2.79 | | | | | | 90% | | | | | | | 90% | | | | | | | | | | | $7.73 | | | | | | 75% | | | | | | | $2.76 | | | | | | 75% | | | | | | | 75% | | | | | Threshold | | | | | | $7.39 | | | | | | —% | | | | | | | $2.64 | | | | | | —% | | | | | | | —% | | | | | Actual fiscal 2021 performance and funding percentages | | | | | | $8.77 | | | | | | 125.5% | | | | | | | $3.30 | | | | | | 136.4% | | | | | | | 131.0% | | |
(1)
For purposes of determining the baseline for the funding of the IPI, fiscal 2021 adjusted revenue and adjusted non-GAAP operating income exclude the results of Credit Karma, which we acquired after the financial goals were set by the Compensation Committee determined to fund the SEIP at 100%Committee. See Appendix A of target and to fund the bonus pool availablethis proxy statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the broader employee base in line with the higher level yielded under the formula.most directly comparable GAAP financial measures. | | Measure
Weighting | | | | Revenue ($ Billions)
50% | | | | Non-GAAP Operating Income ($ Billions)
50% | | | | Total
100% | | | | | | | | FY20
Revenue | | | Bonus Pool
Funding as a
Percent of Target(1) | | | | FY20 Operating
Income | | | Bonus Pool
Funding as a
Percent of Target(1) | | | | Baseline Company
Performance as a
Percent of Target(2) | | | | Maximum | | | | | | $7.97 | | | | | | 150% | | | | | | | $2.77 | | | | | | 150% | | | | | | | 150% | | | | | | | | | | | $7.77 | | | | | | 128% | | | | | | | $2.68 | | | | | | 130% | | | | | | | 129% | | | | | | | | | | | $7.68 | | | | | | 109% | | | | | | | $2.61 | | | | | | 113% | | | | | | | 111% | | | | | | | | | | | $7.64 | | | | | | 105% | | | | | | | $2.59 | | | | | | 103% | | | | | | | 104% | | | | | Target | | | | | | $7.59 | | | | | | 100% | | | | | | | $2.58 | | | | | | 100% | | | | | | | 100% | | | | | | | | | | | $7.47 | | | | | | 97% | | | | | | | $2.54 | | | | | | 97% | | | | | | | 97% | | | | | | | | | | | $7.34 | | | | | | 93% | | | | | | | $2.49 | | | | | | 93% | | | | | | | 93% | | | | | | | | | | | $7.21 | | | | | | 90% | | | | | | | $2.45 | | | | | | 90% | | | | | | | 90% | | | | | | | | | | | $7.02 | | | | | | 45% | | | | | | | $2.39 | | | | | | 45% | | | | | | | 45% | | | | | Threshold | | | | | | $6.83 | | | | | | —% | | | | | | | $2.32 | | | | | | —% | | | | | | | —% | | | | | Actual fiscal 2020 performance and funding
percentages | | | | | | $7.68 | | | | | | 109.0% | | | | | | | $2.67 | | | | | | 126.7% | | | | | | | 117.9% | | |
(1)(2)
Linear interpolation between defined points. Fiscal 20202021 adjusted revenue and adjusted non-GAAP operating income dollar figures above are rounded to the nearest ten million. The Bonus Pool Funding as a Percent of Target is calculated using dollars in millions. Thus, actual results may vary slightly from the figures presented above. (2)(3)
This represents a baseline for the funding of the SEIP.IPI. The Compensation Committee has discretion to determine the actual SEIPIPI payment levels for each participant in an amount not to exceed $5 million. Bonus funding is approved. The Compensation Committee assessed fiscal 2020 financial performance and also took into account the company’s progress toward True North objectives for employees, customers, partners and stockholders as supported by the following outcomes:
•
Maintained employee engagement scores at best-in-class levels, as measured by an independent employee engagement analytics firm and internal diversity and inclusion surveys;
•
Maintained employee retention at better rates than peer companies;
•
Ranked #11 in Fortune magazine’s “100 Best Companies to Work For” survey, and ranked #1 in India and in the top 5 in two other regions outside the U.S.;
•
Attained improved customer satisfaction, as measured by product recommendation scores, for both our QuickBooks Online and TurboTax products;
•
Accelerated strategic priority to connect customers with financial offerings that help put more money in their pockets by entering into an agreement to acquire Credit Karma, Inc.
•
Grew combined QuickBooks Online and TurboTax Online platform revenue by 22%, totaling approximately $4.8 billion;
•
Leveraged AI to significantly improve the expert and customer experiences in TurboTax Live and reach more Latinx customers, self-employed customers and customers with investments; and
•
Accelerated innovations to support our customers during the COVID-19 pandemic to connect them with aid and relief programs.
47INTUIT2021| | | | | | | | Components of Compensation | CD&A | INTUIT 2022 Proxy Statement |CD&A|Components of Compensation | | | 45 | |
True North goals are assessed. The Compensation Committee considered the company’s performance against the fiscal 2021 True North goals as follows: | | Employees •
Maintained engagement scores at best-in-class levels, as measured by an independent employee engagement analytics firm and internal diversity and inclusion surveys* •
Maintained employee retention at better rates than peer companies* •
Increased the representation of women in our technology roles to 30%, while recognizing the opportunity to continue to increase the number of underrepresented minorities in our workforce* •
Ranked #11 in Fortune magazine’s “100 Best Companies to Work For” survey and ranked #2 in Canada, France and the United Kingdom, and #3 in India* | | | | Communities •
Over 6,000 seasonal and year-round jobs created in underserved communities, exceeding the fiscal 2021 goal* •
Reduced/avoided greenhouse gas emissions by over 105,000 metric tonnes, exceeding the fiscal 2021 goal* | | | | Customer •
Attained improved customer satisfaction, as measured by product recommendation scores, for TurboTax products | | | | Stockholders •
Generated revenue growth of 16% in the Small Business & Self-Employed Group, 14% in the Consumer Group and 5% in the ProConnect Group •
Generated Credit Karma revenue of $865 million •
Grew combined platform revenue, which includes QuickBooks Online, TurboTax Online and Credit Karma, by 39%, totaling $6.6 billion, including 18 percentage points from the addition of Credit Karma revenue this year •
Grew QuickBooks Online Ecosystem revenue by 26%, to $2.8 billion | |
*
ESG-related goal IPI funding percentage is approved for the broader employee base.Based on the foregoing, the Compensation Committee set funding for the SEIPIPI at 100%125% of target, — below the level approved for the bonus pool applicable to Intuit employees generally, andwhich is below the baseline formulaic funding level of 117.9%. In setting this131.0% generated by the funding formula. The Compensation Committee chose a lower funding level lower thanafter considering the percentage generated undercompany’s achievements and the financial formula,opportunities to improve progress against the committee considered management’s commitment to supporting employees during the pandemic.True North goals. Actual Named Executive Officer bonus awards are determined. The Compensation Committee determined that each NEO would be awarded a bonus equal to 100%125% of his or her target, which was lower than both the the percentage generated under the bonus plan’s funding formula of 117.9% and equal to the aggregate funding percentage applicable to Intuit employees generally. The committee believes setting the funding percentage of short-term incentives paid to the NEOs at or belowthe same level as those paid to the rest of our employees helps to promote consistent Intuit-wide outcomes. In fiscal 2020, the committee’s decision to pay short-term incentives to NEOs at a lower level than other employees reflects the committee’s approval of management’s commitment to support our employees through the pandemic. The fiscal 20202021 bonus payouts for each of our NEOs were as follows: | | Name | | Annual Base
Salary
($)(1) | | Target Bonus as a
Percent of Salary
(%) | | Target Bonus
($) | | Actual Bonus as
a Percent of
Target Bonus
(%) | | Actual Bonus
($) | | Name | | Annual Base
Salary
($) | | Target Bonus as a
Percent of Salary
(%) | | Target Bonus
($) | | Actual Bonus as a
Percent of Target
Bonus
(%) | | Actual Bonus
($) | | | | Sasan K. Goodarzi | | | | 1,000,000 | | | | | 150% | | | | | 1,500,000 | | | | | 100% | | | | | 1,500,000 | | | Sasan K. Goodarzi | | | | 1,000,000 | | | | | 175% | | | | | 1,750,000 | | | | | 125% | | | | | 2,187,500 | | | | | Michelle M. Clatterbuck | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | Michelle M. Clatterbuck | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 125% | | | | | 875,000 | | | | | Laura A. Fennell | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | J. Alexander Chriss | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 125% | | | | | 875,000 | | | | | Gregory N. Johnson | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | Gregory N. Johnson | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 125% | | | | | 875,000 | | | | | Marianna Tessel | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | Marianna Tessel | | | | 700,000 | | | | | 100% | | | | | 700,000 | | | | | 125% | | | | | 875,000 | | |
The annual base salary amounts used in the calculation of fiscal 2020 target bonuses exclude amounts paid in fiscal 2020 for an additional pay period due to the timing of the bi-weekly payroll calendar. See the “Fiscal Year 2020 Summary Compensation Table” for more information.| | 46 | | | INTUIT 2022 Proxy Statement | CD&A | Components of Compensation | | | | | | | |
Long-Term Incentives For the fiscal 20202021 annual awards, which were granted in July 2020,2021, our NEOs were grantedreceived half of their annual equity grant value in Relative TSR RSUs, and the other half was split evenly between service-based RSUs and stock options. The value of equity grants is measured based on grant date fair value. Relative TSR RSUs Our Relative TSR RSUs align the interests of award recipients and our stockholders by rewarding superior stockholder returns compared to a pre-established peer group of other large technology companies. Specifically, target shares are earned only if Intuit achieves a TSR ranking at the 60th percentile or above in our TSR peer group.higher. These performance-based awards ensure that a significant share of our executives’ equity compensation is contingent upon future outperformance compared to a peer group. Vesting. Relative TSR RSUs cliff vest after a three-year period and are earned based on Intuit’s TSR compared to companies in a pre-established peer group, with three discrete performance periods covering 12, 24 and 36 months. Shares earned based on the 12- and 24-month relative TSR performance periods have an additional service-based vesting requirement; these shares do not vest until the end of the 36-month period. The three-year vesting schedule serves as a retention incentive and requires consistent, longer-term stock price performance, which supports long-term alignment with the interests of our stockholders. If an executive’s employment is terminated before the end of the three-year period, all of the Relative TSR RSUs subject to that award will be forfeited except in the cases of retirement or involuntary termination, where awards are subject to pro rata vesting for time served during the performance period (based on actual performance for any completed period and target for any incomplete period). Intuit employees who are at least 55 years old and have worked for the company for at least 10 full years are considered “retirement eligible” under the terms of these awards, which provides some additional benefits, as further described below under “Potential Payments Upon Termination of Employment or Change in Control.”
Components of Compensation |CD&A|INTUIT2021 Proxy Statement48
Mr. Goodarzi’s award includes a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the Relative TSR RSU awards. This is to ensure longer term alignment with stockholders and accountability for strategic decision-making. Except in certain limited circumstances (death, disability or a change in control), the deferral period applies to vested shares even if Mr. Goodarzi terminates service with the company. Performance goals. The Compensation Committee chose to target is the 60th percentile position to ensure that Intuit must perform better than the majority of the relative TSR peers before executives can earn the target number of shares. The use of discrete measurement periods of 12, 24 and 36 months aims to minimize the potential impact of short-term share price volatility over the duration of the three-year performance period. However, no portion of the award is earned or distributed until the conclusion of the full three-year performance period. The Compensation Committee believes that this approach focuses the NEOs on long-term stockholder return. TSR Peers.Peers. The “TSR Peers” were identified using objective selection criteria recommended by our independent compensation consultant. All are U.S.-based public companies within Intuit’s General Industry Classification Standard (“GICS”) code and three other similar GICS codes as they were defined and constituted as of June 30, 2020, that have market capitalization and revenue greater than or equal to 0.20x Intuit’s, plus H&R Block, Inc., which is a direct, size-relevant competitor. The Compensation Committee believes that having 44 TSR Peers ensures that, even in the event of mergers or acquisitions, Intuit will have a robust peer group for purposes of comparing TSR. The TSR Peers represent a wider company sample than the companies we compete with directly for talent; this is not the same as the peer group used to benchmark executive compensation. The TSR Peers were chosen so that the Relative TSR RSUs will reward the NEOs based on objective measurement of Intuit’s one-, two- and three-year returns compared to similar companies in which an Intuit stockholder might reasonably be expected to invest. The TSR Peers were identified using objective selection criteria recommended by our independent compensation consultant. Other than H&R Block, Inc., which is a direct competitor, all of the TSR Peers are U.S.-based public companies within Intuit’s General Industry Classification Standard (“GICS”) code and three other similar GICS codes as they were defined and constituted in June 2021. All of the TSR Peers also have market capitalizations and revenues greater than or equal to 0.2x Intuit’s. There are 46 TSR Peers to ensure a robust peer group for purposes of comparing TSR, even in the event of mergers or acquisitions during the performance period. The TSR Peer group reflects a wider company sample than the companies we compete with directly for talent and a wider range of company sizes — it is not the same as the peer group used to benchmark executive compensation.
| | | | | | | | Components of Compensation | CD&A | INTUIT 2022 Proxy Statement | | | 47 | |
The TSR Peers are: | | Relative TSR Peer Companies | | | | | | | | | | Accenture Holdings plc | | | Expedia Group,Facebook, Inc. | | | Palo Alto Networks, Inc.salesforce.com, inc. | | | | | | Activision Blizzard, Inc. | | | Facebook, Inc. | | | Paychex, Inc. | | | Adobe Inc. | | | Fidelity National Information Services, Inc. | | | PayPal Holdings,ServiceNow, Inc. | | | | | | Akamai TechnologiesAdobe Inc. | | | Fiserv, Inc. | | | salesforce.com, inc.Snap Inc. | | | | | | Alphabet Inc. | | | FleetCor Technologies, Inc. | | | ServiceNow,Splunk Inc. | | | | | | Amazon.com, Inc. | | | Fortinet, Inc. | | | SnapSquare, Inc. | | | | | | ANSYS, Inc. | | | Global Payments Inc. | | | SplunkSynopsys, Inc. | | | | | | Autodesk, Inc. | | | H&R Block, Inc. | | | Square,Take-Two Interactive Software, Inc. | | | | | | Automatic Data Processing, Inc. | | | IAC/InterActiveCorpInternational Business Machines Corporation | | | SS&C Technologies Holdings,Twilio Inc. | | | | | | Booking Holdings Inc. | | | International Business Machines Corporation | | | Synopsys, Inc. | | | Broadridge Financial Solutions, Inc. | | | Mastercard Incorporated | | | Twitter, Inc. | | | | | | Cadence Design Systems, Inc. | | | Match Group, Inc. | | | Visa Inc. | | | | | | Cognizant Technology Solutions CorporationChewy, Inc. | | | Microsoft Corporation | | | VMware, Inc. | | | | | | Cognizant Technology Solutions Corporation | | | Oracle Corporation | | | Wayfair Inc. | | | | | | DoorDash, Inc. | | | Palo Alto Networks, Inc. | | | Workday, Inc. | | | | | | eBay Inc. | | | NortonLifeLockPaychex, Inc. | | | Workday,Zillow Group, Inc. | | | | | | Electronic Arts Inc. | | | Oracle CorporationPayPal Holdings, Inc. | | | Zoom Video Communications, Inc. | | | | | | | | | Pinterest, Inc. | | | | | | |
49INTUIT2021 Proxy Statement |CD&A|Components of Compensation
The following changes were made to the Relative TSR peer group for Relative TSR RSUs granted in fiscal 2020:
•
Four 2019 TSR peer companies were removed in the fiscal 2020 award design because they no longer met the objective size requirement or were acquired
•
Eight companies that meet the size requirement were added
How payouts link to performance. A “target” payout is earned when Intuit’s performancerelative TSR is at the 60th percentile of the TSR Peers for the applicable performance period. Payouts can range from 200% of target (if Intuit’s TSR reaches the 100th percentile of the TSR Peers for the performance period) to as low as 0% (if performance is below the 25th percentile of the TSR Peers for the performance period). However, inIn order to avoid particularly large awards for outperforming peers in a declining market when Intuit’s stockholders do not earn a positive return, payouts for each performance period are generally capped at 100% of target if absolute TSR for that performance period is negative over any such performance period. Innegative. However, in order to further enhance the 36-month performance period,long-term nature of these awards, recipients may still earn the full value of any such capped awardsaward if, for the 36-month performance period, Intuit achieves absolute TSR that is not negative or a relative TSR ranking at the 75th percentile or above. This feature is effective for awards made beginning in July 2020. The table below summarizes the relationship between relative TSR performance and the percent of target that may be earned under these awards:awards. Dividends. Recipients of Relative TSR RSUs, including the NEOs, are provided dividend-equivalent rights in conjunction with these awards, but the dividends are not paid unless and until the underlying shares are earned, vest and are issued. Dividend-equivalent rights on Relative TSR RSUs that fail to vest are forfeited. | | 48 | | | INTUIT 2022 Proxy Statement | CD&A | Components of Compensation | | | | | | | |
Service-Based RSUs In fiscal 2020,2021, 25% of the total value of the executive officers’ annual year-end equity awards was made in the form of service-based RSUs. These RSUs provide a link to stockholders’ interests because their value tracks with changes in Intuit’s stock price. They also serve as a long-term incentive for officers to remain with Intuit, since service-based RSUs have no value unless the recipient stays with Intuit through the vesting period. Service-basedThese service-based RSUs granted beginning in July 2018 generally vest over four years, with one-fourth25% of the shares vesting in July of the year following the grant date, subject to achievement of the one-year GAAP operating income hurdle and continued service, and the remainder vesting in equal quarterly installments thereafter. Service-based RSUs granted beginning in July 2020 vest subject onlythereafter, so long as the executive officer continues to continued service.be employed by Intuit. The CEO’s awards also include a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the service-based RSU awards, to support longer-term alignment with stockholders. Except in certain limited circumstances (death, disability, retirement or a change in control), the deferral period generally applies to vested shares even if the CEO terminates service with Intuit or continues to serve Intuit but in a different role.
Intuit employees (including the NEOs) are provided dividend-equivalent rights in conjunction with RSU awards, but the dividends are not paid until the shares vest and are issued. Dividend-equivalent rights on RSUs that fail to vest are forfeited. Components of Compensation |CD&A|INTUIT2021 Proxy Statement50
Stock Options In fiscal 2020,2021, 25% of the total value of the executive officers’ annual equity awards was provided in the form of non-qualified stock options. Stock options become valuable only if the price of Intuit stock appreciates after the grant date, so they align option holders with the specific goal of increasing stockholder value over the seven-year term of the options. Beginning with awards granted in July 2018,These stock options vest over four years of continued service, with 25% of the shares vesting after one year and the remainder vesting in equal monthly installments thereafter, so long as the executive officer continues to work atbe employed by Intuit. Intuit employees who are at least 55 years old and have worked for Intuit for at least 10 full years are considered “retirement eligible” under the terms of these awards. Upon retirement, such a recipient is entitled to pro rata vesting based on the number of full months of service over the award term. Other employees forfeit their unvested options if they terminate employment with Intuit before the end of the four-year vesting period. How Equity Grant Values Were Determined The Compensation Committee considers multiple factors in determining the size of an executive’s equity awards, including annual performance ratings, succession planning, retention value of current equity holdings and equity award values for executives with similar roles at peer companies. For fiscal 2020,2021, only executives with a performance rating of “achieved expectations,” “exceeded expectations” or “exceeded expectations”“trajectory-changing performance” were eligible for equity awards; a rating of “exceeded expectations,“trajectory changing performance,” for any given role, generally resulted in a larger equity grant than any other rating. The committee exercises its judgment and discretion, and also considers the recommendations of the CEO, in setting specific awards for our NEOs. All annual equity granted to our NEOs reflects the portfolio mix of 50% Relative TSR RSUs, 25% service-based RSUs and 25% stock options discussed above. The value of the equity granted to Mr. Goodarzi was determined based on a review by the Compensation Committee of data provided by the committee’s independent compensation consultant, in addition to the committee’s own assessment that Mr. Goodarzi delivered outstanding results for all stakeholders during his first fullthe fiscal year as CEO.and demonstrated trajectory-changing performance for the company and its stakeholders. To determine the size of the equity awards for the other NEOs, the committee used data provided by the committee’s independent compensation consultant, which estimated the range of grant values provided to executives in comparable positions at companies within Intuit’s compensation peer group, as discussed above.group. The committee then considered the CEO’s recommendations in order to determine where within the applicable range each executive’s equity grant value would fall. The committee gives considerable weight to the CEO’s recommendations because he has direct knowledge of each suchother NEO’s performance and contributions. The realization of the executives’an executive’s grant date equity values is subject to a significant amount of performance risk, and the amount actually earned over the next several years could be significantly lower if Intuit’s absolute and relative TSR (compared against the TSR Peers) are not strong. The challenging nature of Intuit’s performance-based equity goals is illustrated by the 60th percentile TSR target. The fiscal 20202021 equity decisions for each of our NEOs are described under “Compensation Snapshot for Each NEO” on the following pages. 51INTUIT2021| | | | | | | | Components of Compensation | CD&A | INTUIT 2022 Proxy Statement |CD&A|Components of Compensation | | | 49 | |
Fiscal 20202021 Compensation Actions Compensation Snapshot forFor Each Named Executive Officer | | Sasan Goodarzi
President and Chief Executive Officer | | | | | | | Summary | | | | The Compensation Committee’s decisions relating to Mr. Goodarzi’s fiscal 20202021 compensation reflect the committee'sits assessment that Mr. Goodarzi deliverednavigated a challenging macroeconomic environment to drive Intuit’s outstanding results during his first fullin fiscal year as CEO.2021 and demonstrated trajectory-changing performance and leadership. The Compensation Committee believes this compensation package appropriately rewarded Mr. Goodarzi for his role in driving Intuit’s strong fiscal 20202021 performance, his successful transitioncustomer success and employee engagement, as well as progress related to CEOthe company’s True North goals, including increasing the representation of women in technology roles and underrepresented minority employees, reducing and offsetting greenhouse gas emissions, achieving community job creation goals and initiatives to promote pay equity. The committee further recognized his leadership of a high-performing management team, Intuit’s progress on its strategy to become an AI-driven expert platform and his leadership of the company through the challenges arising from the COVID-19 pandemic. | |
| | July 20202021 Compensation Decisions | | | | After assessing Mr. Goodarzi’s performance, as described below, the Compensation Committee consulted with the Board, without Mr. Goodarzi present, and made the decisions described below with respect to his compensation. | | | | Fiscal 20202021 Bonus Award: 100%125% of target bonus (175% of base salary), or $1,500,000$2,187,500 —–
This 100% figureThe 125% target bonus payout is less than both the percentage generated under the bonus plan’s funding formula of 117.9% and the same as the bonus pool funding percentage funding approved by the Compensation Committee for the bonus pool for the broader employee base. The committee believes aligning the short-term incentives paid to the NEOs with those paid to the rest of our employeesbase, which helps to promote consistent Intuit-wide outcomes. In fiscal 2020, the committee’s decision to pay short-term incentives to NEOs at a lower level than other employees reflects the committee’s approval of management’s commitment to support our employees through the pandemic.
Fiscal 20202021 Target Equity Grant Value: $19,000,00023,000,000 —–
divided among Relative TSR RSUs (50% of value), service-based RSUs (25%) and service-based options (25%). | | | Mr. Goodarzi’s service-based RSUs and Relative TSR RSUs are subject to a mandatory one-year holding period after vesting, in the form of an automatic deferral of the release of the shares that he earns under the awards, to ensure longer-term alignment with stockholders. Fiscal 20212022 Base Salary: $1,000,0001,100,000 —–
no changean increase of $100,000, or 10%
Fiscal 20212022 Bonus Target: 175%200% of base salary —–
an increase of 25% to better align his target annual cash compensation opportunity with market data for similar companies of our size | |
| | Performance Assessment | | | | The Compensation Committee assesseddetermined that Mr. Goodarzi’sGoodarzi demonstrated trajectory-changing performance in delivering outstanding results for all stakeholders due to his impact on the one-year performance of the company and our majorprimary business units, andas well as on Intuit’s longer-term goals includingand strategic plans. Based on this assessment, the committee determined that Mr. Goodarzi delivered outstanding results for all stakeholders. | | | | Short-Term Goals | | | | The Compensation Committee determined that Mr. Goodarzi delivered outstandingnavigated a challenging macroeconomic environment to deliver strong results with respect to the annual goals established by the committee early in fiscal 20202021 relating to revenue growth, operating income growth and leadership. | | | | Revenue and operating income growth. Fiscal 20202021 revenue was $7.7$9.6 billion, representing 13%reflecting 25% annual growth (including 11 percentage points from the addition of Credit Karma revenue of $865 million), fueled by 15%16% growth in the Small Business & Self-Employed Group and 13%14% growth in the Consumer Group. GAAP operating income was $2.2$2.5 billion, up 17%15% from fiscal 2019,2020, and non-GAAP operating income was $2.7$3.5 billion, up 17%31% from the prior year. | |
Fiscal 2020 Compensation Actions |CD&A|INTUIT2021 Proxy Statement52
| | 50 | | | INTUIT 2022 Proxy Statement | CD&A | Fiscal 2021 Compensation Actions | | | | | | | |
| | Leadership Results. The committee observed that Mr. Goodarzi delivered outstanding results in achieving his goals, including: •
Delivering awesome customer experiences that create delight and increase share, as measured by strong customer product recommendation scores and active users, market leadership across products and geographiesgeographic regions and accelerating our mission to power prosperity around the pendingworld with the acquisition of Credit Karma Inc. and other corporate development initiatives; •
Continuing to build a high-performing organization and a great environment for the best talent, as measured by strong employee engagement scores, improvedbelow-market attrition rates, progress on workforce diversity goals, and improveda continued high ranking in Fortune magazine’s “100 Best Companies to Work For” survey; and •
Continuing to build Intuit’s reputation by developing a robust culture of trust, compliance and security, as demonstrated through continuous enhancements to Intuit’s compliance, security and fraud detection and prevention processes and capabilities.capabilities and advancements in Intuit’s corporate responsibility reporting. | | | | Long-Term Goals | | | | The Compensation Committee determined that Mr. Goodarzi delivered outstanding progress toward the longer-term goals it established earlier in fiscal 2020,2021, including implementation of a long-term plan to accelerate Intuit’s growth track and execution of a multi-year leadership strategy. | | | | Long-term strategic plan to accelerate the company’s growth track. The committee recognized Mr. Goodarzi’s leadership in executing Intuit’s mission and strategy to become an AI-driven expert platform and ensuring that leaders and employees understand the connection between their work and Intuit’s goals. The committee recognized the company’s progress on its strategic priorities, or big bets, and highlightedhighlighting the pending acquisition of Credit Karma. It noted that Intuit aligned organizational talent and resources around the strategic priorities and that theMr. Goodarzi’s strength in creating a culture of accountability with an operating system providedthat provides rigor for measuring progress on strategic priorities. In fiscal 2020, Intuit also continued to develop its platform, digitizing services by building connections among customers, partners and experts to inspire our customers’ confidence through offerings such as TurboTax Live.progress. The committee also noted Mr. Goodarzi’s focused deployment of resources to accelerate the application of AI and other critical technology and platform and brand initiatives designed to enhance the long-term strategy. | | | | Multi-year leadership strategy. The committee assessed Mr. Goodarzi’s progress against his multi-year leadership strategy, focusing onstrategy. In particular, the development of his management team and succession plans, trends for employee engagement and customer experience results. The committee recognized Mr. Goodarzi’s performance growing and developing the management team and leadership in developing a plan to hire the skills and talent that are aligned with Intuit’s strategic priorities.priorities, as well as his focus on succession plans. The committee further recognized Intuit’s best-in-class employee engagement scores and strong customer satisfaction scores in key businesses. | |
Other Named Executive Officers The Compensation Committee determined the compensation for Intuit’s other NEOs based on each executive’s leadership in achieving the company’s one-year operating plan and making significant progress toward longer-term strategic plans. In evaluating the other executives and determining each of their overall performance ratings, the committee considered: •
the performance evaluation and pay recommendations made by the CEO, which took into account the performance of each executive’s business unit or functional group, the executive’s leadership capability, and the importance of retaining the executive; and •
the scope, degree of difficulty and importance of the executive’s responsibilities. The committee gives considerable weight to the evaluation provided by the CEO because of his direct detailed knowledge of each NEO’s performance and contributions. However, the committee has the sole responsibility for determining NEO compensation. Like the CEO, each of the other NEOs receivedwas paid a bonus of 100%125% of his or her target bonus, which is slightly less than both the percentage generated under the bonus plan’s funding formula of 117.9% and the same as the funding level of the bonus pool for the broader employee base that was approved by the Compensation Committee. | | | | | | | | 53INTUITFiscal 2021 Compensation Actions | CD&A | INTUIT 2022 Proxy Statement |CD&A|Fiscal 2020 Compensation Actions
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| | Michelle Clatterbuck
Executive Vice President and Chief Financial Officer | | | | | | | Performance Assessment | | | | The Compensation Committee recognized Ms. Clatterbuck’s achievement of the rigorous expectations oftrajectory-changing performance in her role as Chief Financial Officer. Under her leadership, Intuit’sthe company navigated uncertain market conditions to develop a capital strategy that could support both the health and safety of its employees and its strategic priorities, including the acquisition of Credit Karma. She drove her finance team continued to build strongstronger partnerships with the company’s business units and external stakeholders to achieve excellent results. The committee recognized Ms. Clatterbuck’s development of aClatterbuck for leading her team’s robust process for financial planning andprocess, as well as her disciplined approachcontributions to Intuit’s capital allocationthe growth in service of strategic initiatives.total stockholder return. In addition, the committee recognized Ms. Clatterbuck as a trusted, strategic and inclusive leader and an excellent facilitator with a deep understanding of the drivers of the business, as well as her contributions to the growth in total stockholder return.business. | |
| | July 20202021 Compensation Decisions | | | | Fiscal 20202021 Bonus Award: 100%125% of target, or $700,000$875,000 Fiscal 20202021 Target Equity Grant Value: $8,000,0009,500,000 | | | Fiscal 20212022 Base Salary: $700,000 —–
no change Fiscal 20212022 Bonus Target: 100% of base salary —–
no change | |
| | Laura Fennell
J. Alexander Chriss
Executive Vice President and Chief PeopleGeneral Manager, Small Business & Places OfficerSelf-Employed Group | | | | | | | Performance Assessment | | | | The Compensation Committee determined that Ms. Fennell exceeded expectationsMr. Chriss delivered trajectory-changing performance in herhis role as Chief Peopleleader of the Small Business & Places Officer. Ms. Fennell demonstrated courageous, decisiveSelf-Employed Group. Under his leadership, the business was able to quickly pivot to support its small business customers by connecting them to pandemic relief programs. Despite the challenges, Small Business & Self-Employed Group revenue grew 16% for the fiscal year and compassionate leadership during an unprecedented period of health, economic and social crises. She exhibited execution excellence in managing Intuit’s human resources functions and strong leadership in driving employee engagement, acquisition and retention of talent in a highly competitive market, and diversity and inclusion initiativesQuickBooks Online Ecosystem revenue grew 26%, to further Intuit’s strategic goals.$2.8 billion. The committee also recognized Ms. Fennell’s strong business acumen, operational rigor andMr. Chriss’ continuing development of the QuickBooks Online Ecosystem to solve our customer’s biggest problems. Finally, the committee recognized Mr. Chriss’ ability to build organizational capability.inspire and implement change and focus on recruiting and developing top talent. | |
| | July 20202021 Compensation Decisions | | | | Fiscal 20202021 Bonus Award: 100%125% of target, or $700,000$875,000 Fiscal 20202021 Target Equity Grant Value: $7,500,00011,000,000 | | | Fiscal 20212022 Base Salary: $700,000 —–
no change Fiscal 20212022 Bonus Target: 100% of base salary —–
no change | |
Fiscal 2020 Compensation Actions |CD&A|INTUIT2021 Proxy Statement54
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| | Greg Johnson
Executive Vice President and General Manager, Consumer Group | | | | | | | Performance Assessment | | | | The Compensation Committee determined thatrecognized Mr. Johnson exceeded expectationsJohnson’s trajectory-changing performance in his role as leader of the Consumer Group. Under his leadership, the business helped to support millions of Americans through the pandemic by helping them register for federal stimulus payments. Consumer Group revenue grew 13%, the do-it-yourself tax preparation category grew14% and Intuit’s share of total IRS tax returns increased, with strong customer growth across existing and underpenetrated segments. In addition to delivering strongsolid results, the committee recognized Mr. Johnson’s contributions to executing the Consumer Group’s strategy to transform the assisted tax preparation category by growing the number ofaccelerating total TurboTax Live customerscustomer growth by 70%nearly 100%. The committee also recognized Mr. Johnson as a systemscourageous leader with excellent operational accountability, rigor and discipline.effective team builder. | |
| | July 20202021 Compensation Decisions | | | | Fiscal 20202021 Bonus Award: 100%125% of target, or $700,000$875,000 Fiscal 20202021 Target Equity Grant Value: $9,500,00011,000,000 | | | Fiscal 20212022 Base Salary: $700,000 —–
no change Fiscal 20212022 Bonus Target: 100% of base salary —–
no change | |
| | Marianna Tessel
Executive Vice President and Chief Technology Officer | | | | | | | Performance Assessment | | | | The Compensation Committee determined that Ms. Tessel exceeded expectationsdelivered trajectory-changing performance in her role as Chief Technology Officer. Under her leadership, Intuit accelerated the use of AI and increased the number of models deployed across its platform by overnearly 50% in fiscal 2020,, driving increased benefits to customers. The committee also recognized Ms. Tessel’s significant contributions to completingin leading the migrationconnection of the company’s data centers to the cloud while expanding its core technology capabilities, decreasing downtimeIntuit’s and increasing the speed of delivery on Intuit’s development platform and mobile application deployments.Credit Karma’s platforms. In addition, the committee recognized Ms. Tessel’s visionary leadership and deep customer and data orientation and her strength in building teams and developing culture. | |
| | July 20202021 Compensation Decisions | | | | Fiscal 20202021 Bonus Award: 100%125% of target, or $700,000$875,000 Fiscal 20202021 Target Equity Grant Value: $9,500,00011,000,000 | | | Fiscal 20212022 Base Salary: $700,000$700,000 —–
no change Fiscal 20212022 Bonus Target:100% of base salary —–
no change | |
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Fiscal 20202021 Equity Grants The following table shows the intended target total annual equity grant value awarded to each NEO at the end of fiscal 2020,2021, and the number of Relative TSR RSUs, service-based RSUs and stock options granted based on the fiscal 20202021 performance and compensation review process. The intended values shown in the table may or may not be achieved, depending on whether performance criteria are met and how Intuit’s stock price performs over the vesting period. | | Name | | Total Intended
Value of Equity
Grant(1) | | Relative TSR RSUs
(target #)
(50% of value) | | Service-based RSUs
(target #)
(25% of value) | | Stock Options
(#)
(25% of value) | | Name | | Total Intended
Value of Equity
Grant(1) | | Relative TSR RSUs
(target #)
(50% of value) | | Service-based RSUs
(target #)
(25% of value) | | Stock Options
(#)
(25% of value) | | | | Sasan K. Goodarzi | | | $ | 19,000,000 | | | | | 30,806 | | | | | 15,629 | | | | | 63,458 | | | Sasan K. Goodarzi | | | $ | 23,000,000 | | | | | 21,506 | | | | | 10,942 | | | | | 47,070 | | | | | Michelle M. Clatterbuck | | | $ | 8,000,000 | | | | | 12,971 | | | | | 6,581 | | | | | 26,719 | | | Michelle M. Clatterbuck | | | $ | 9,500,000 | | | | | 8,883 | | | | | 4,520 | | | | | 19,442 | | | | | Laura A. Fennell | | | $ | 7,500,000 | | | | | 12,161 | | | | | 6,169 | | | | | 25,049 | | | J. Alexander Chriss | | | $ | 11,000,000 | | | | | 10,286 | | | | | 5,234 | | | | | 22,512 | | | | | Gregory N. Johnson | | | $ | 9,500,000 | | | | | 15,403 | | | | | 7,815 | | | | | 31,729 | | | Gregory N. Johnson | | | $ | 11,000,000 | | | | | 10,286 | | | | | 5,234 | | | | | 22,512 | | | | | Marianna Tessel | | | $ | 9,500,000 | | | | | 15,403 | | | | | 7,815 | | | | | 31,729 | | | Marianna Tessel | | | $ | 11,000,000 | | | | | 10,286 | | | | | 5,234 | | | | | 22,512 | | |
(1)
These values were estimated using data available to the Compensation Committee on July 29, 2020.28, 2021. They do not match exactly the grant date fair values presented in the Fiscal Year 20202021 Summary Compensation Table, which were calculated in accordance with FASB ASC Topic 718 and take into account the price of Intuit’s common stock on the July 30, 202029, 2021 grant date. Payout of Relative TSR RSUs Granted in 20172018 In July 2017,2018, the Compensation Committee approved the grant to Intuit executives of performance-based RSUs that were tied to relative total stockholder returns over 12-, 24- and 36-month performance periods. In each case, earning and vesting of these 20172018 Relative TSR RSUs were based on Intuit’s percentile rank for TSR amongcompared to companies in the TSR peer group established for fiscal 2017,2018, based on the 30-day average closing market price of each member of that peer group at the beginning and the end of each performance period. The graphic below describes the percent of target that could be earned under these awards based on relative TSR, as well as the actual achievement of the relative TSR performance for each performance period, as certified by the Compensation Committee under the earnout formula. Fiscal 2020 Compensation Actions |CD&A|INTUIT2021 Proxy Statement56
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For all of the NEOs, the table below sets forth the number of 20172018 Relative TSR RSUs that vested on September 1, 2020,2021, based solely on the formula established for the awards. | | Name | | | 20172018 Relative TSR RSUs Vested (#) | | | | Sasan K. Goodarzi | | | | | 49,19733,979 | | | | | Michelle M. Clatterbuck | | | | | 9,22318,533 | | | | | Laura A. Fennell(1)J. Alexander Chriss | | | | | 33,8234,014 | | | | | Gregory N. Johnson | | | | | 12,29715,443 | | | | | Marianna Tessel | | | | | 6,1474,631 | | |
(1)
Includes 1,243 Relative TSR RSUs that previously vested in order to cover required employment taxes (and income taxes related to such vesting) because the executive is retirement eligible for purposes of this award.
Other Benefits MANAGEMENT STOCKPURCHASEPROGRAM To help encourage our executives to own Intuit stock, Intuit maintains the Management Stock Purchase Program (the “MSPP”). Under the MSPP, employees with a title of director or above (including the NEOs) may elect to defer up to 15% of their annual incentive bonus, which is then converted into deferred stock units based on the fair market value of Intuit’s stock on the date bonuses are awarded. These deferred stock units are fully vested on the purchase date, but are not issued in the form of shares until the earlier of the third anniversary of the purchase date or the date the executive terminates employment with Intuit. Intuit also grants employees who defer a portion of their annual bonuses an additional RSU for every deferred stock unit purchased through the MSPP, up to a maximum number. The maximum numbers of matching RSUs that may be granted to the NEOs are set forth below. | | Executive Level | | | Maximum Number of Matching RSUs | | | | Senior Vice President or Executive Vice President | | | | | 1,500 | | | | | Chief Executive Officer | | | | | 3,000 | | |
These matching RSUs cliff vest three years after the grant date, or on the recipient’s earlier death or disability. This three-year vesting period is intended to assist Intuit in retaining key talent. The RSUs granted pursuant to the MSPP are issued under the 2005 Equity Incentive Plan. Deferred stock units purchased by employees under the MSPP, as well as any matching RSUs, have dividend-equivalent rights. Dividends on the purchased deferred stock units are paid on the later of the date the shares are issued or the date dividends are paid to Intuit’s common stockholders. Dividends on matching RSUs are paid upon vesting. NON-QUALIFIEDDEFERREDCOMPENSATION PLAN We maintain a Non-Qualified Deferred Compensation Plan (the “NQDCP”), which provides that executives who meet minimum compensation requirements are eligible to defer up to 75% of their salaries and up to 75% of their bonuses. We have agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. We do not guarantee above-market interest on account balances. We may make discretionary employer contributions to participant accounts in certain circumstances; the timing, amounts and vesting schedules of such contributions are at the sole discretion of the Compensation Committee or its delegate. No discretionary employer contributions were made for the benefit of any participant in fiscal 2020.2021. Benefits under the NQDCP are unsecured and are general assets of Intuit. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment with Intuit for any reason, or at a later date if necessary to comply with Section 409A of the Internal Revenue Code. Participants may elect to receive their payments in a lump 57INTUIT2021 Proxy Statement |CD&A|Other Benefits
sum or installments. Deferrals authorized by an executive and the related earnings are always 100% vested. Discretionary company contributions and the related earnings vest as determined by Intuit at the time a particular contribution is made, and in any event vest completely upon the participant’s disability or death or a change in control of Intuit. EMPLOYEEBENEFITS All employees (including the NEOs) are eligible to participate in a number of programs that make up Intuit’s total compensation package, including health and welfare benefits, relocation benefits, our 401(k) Plan with a company-sponsored match component and our Employee Stock Purchase Plan. Intuit does not offer a defined benefit pension plan. | | | | | | | | Other Benefits | CD&A | INTUIT 2022 Proxy Statement | | | 55 | |
TERMINATIONBENEFITS As discussed below under “Potential Payments Upon Termination of Employment or Change in Control,” the company has agreed to provide severance payments to Mr. Goodarzi as well asand pro rata vesting of equity awards to all of our NEOs, if their employment is terminated under specific circumstances. Intuit agreed to provide these benefits as consideration for each executive’s agreement to provide services as an employee. Intuit does not provide excise tax “gross-up” protection in the event that a change-in-control payment is considered an “excess parachute payment” under U.S. tax laws. Our Compensation Policies and Practices Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy and are intended to provide total compensation that is competitive and relates to both Intuit’s performance and the individual performance of our senior executives. STOCKOWNERSHIP REQUIREMENTS Intuit has a mandatory stock ownership program that applies to employees at the senior vice president level and above (including the NEOs) and to members of the Board. To ensure continued alignment of interests among Intuit’s management, directors and stockholders, the ownership requirements are as follows: | | Role | | | Minimum Value of Stock Ownership | | | | Chief Executive Officer | | | 10x base salary | | | | Executive Chairman of the Board | | | 10x base salary | | | | Chief Financial Officer, Chief Technology Officer and General Managers of the company’s two principal business units | | | 5x base salary | | | | Other Executive Vice Presidents | | | 3x base salary | | | | Senior Vice Presidents | | | 1.5x base salary | | | | Non-employee Board Members | | | 10x standard annual Board retainer ($750,000) | |
Individuals must comply within five years after becoming subject to the guidelines. Existing senior officers who are promoted to positions with a higher ownership requirement have three years to reach that higher level. Senior officers must retain 50% of the shares remaining at the time of vesting of service-based or relative TSR RSUs, or exercise of options, after payment of any applicable exercise price and tax withholding (“net shares”), until they reach the applicable ownership requirement. Any senior officer who has not achieved the applicable ownership requirement by the applicable compliance date must retain 100% of his or her net shares until compliance is achieved. If a Board member has not met the stock ownership requirement by the required date, then 50% of that Board Member’s annual cash retainer will be paid in the form of Intuit stock until the required ownership level is reached. As of July 31, 2020,2021, all NEOs were in compliance with the requirements. Our Compensation Policies and Practices |CD&A|INTUIT2021 Proxy Statement58
In addition to these ownership requirements, Mr. Goodarzi’s service-based RSUs and Relative TSR RSUs granted after he became the CEO are subject to a mandatory one-year holding period after vesting in the form of an automatic one-year deferral of the release of the underlying shares, to increase his long-term alignment with stockholders. Intuit’s Equity Granting Policy for Senior ExecutivesINTUIT’S EQUITY GRANTING POLICY FOR SENIOR EXECUTIVES
Equity grants made to the CEO, the Executive Chairman of the Board, Executive Vice Presidents or other Section 16 officers must be approved by the Compensation Committee. Timing of grants. During fiscal 2020,2021, equity awards to employees generally were granted on regularly scheduled pre-determined grant dates. As part of Intuit’s annual performance and compensation review process, the Compensation Committee approves stock option and RSU awards to our NEOs within a few weeks before Intuit’s July 31 fiscal year-end. Option exercise price. The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with an acquisition) is the closing price of Intuit’s common stock on the Nasdaq stock market on the date of grant. Policy Regarding Derivatives, Short Sales, Hedging And PledgingPOLICY REGARDING DERIVATIVES, SHORT SALES, HEDGING AND PLEDGING
Intuit’s Insider Trading Policy prohibits directors, officers and other employees from placing securities into a margin account, pledging any Intuit securities as collateral for a loan, trading in put or call options or other derivatives of Intuit’s securities, engaging in short sales of Intuit securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Intuit securities held directly or indirectly. | | 56 | | | INTUIT 2022 Proxy Statement | CD&A | Our Compensation Policies and Practices | | | | | | | |
CLAWBACKS We have “clawback” provisions for cash bonus payments made to our senior executives, including our NEOs. In the event Intuit issues a restatement of its financial results for any period in the previous three fiscal years with respect to which a cash incentive award was paid, and the restatement decreases the level of a performance result previously certified by the Compensation Committee, then in the discretion of the committee, the recipient of each award will be required to return to Intuit an amount equal to the amount of the award that would not have been paid based on the restated financial results. Our 2005 Equity Incentive Plan also has “clawback” provisions for performance-based equity awards. Accounting and Tax Implications of Our
Compensation Policies In designing our compensation programs, the Compensation Committee considers the financial, accounting and tax consequences to Intuit as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards relative to our one- and three-year operating plans and relative to market capitalization. 59INTUIT2021| | | | | | | | Accounting and Tax Implications of Our Compensation Policies | CD&A | INTUIT 2022 Proxy Statement |CD&A|Accounting and Tax Implications of Our Compensation Policies | | | 57 | |
![[MISSING IMAGE: ig_2021-pgbannerright.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-129369/ig_2021-pgbannerright.jpg) Executive
Compensation Tables Fiscal Year 20202021 Summary Compensation Table The following table shows compensation earned by or granted to our NEOs during the last three fiscal years, as calculated under SEC rules. | | Name and Principal Position | | Fiscal
Year | | Salary
($)(1) | | Stock
Awards
($)(2) | | Option
Awards
($)(3) | | Non-Equity
Incentive
Plan
Compensation
($)(4) | | All Other
Compensation
($) | | Total
($) | | Name and Principal Position | | Fiscal
Year | | Salary
($) | | Stock
Awards
($)(1) | | Option
Awards
($)(2) | | Non-Equity
Incentive Plan
Compensation
($)(3) | | All Other
Compensation
($) | | Total
($) | | | | Sasan K. Goodarzi
President and Chief Executive Officer | | | | | 2020 | | | | | 1,038,462(5) | | | | | 13,025,683 | | | | | 4,750,066 | | | | | 1,500,000(5) | | | | | 10,000(6) | | | | | 20,324,211 | | | Sasan K. Goodarzi
President and Chief Executive Officer | | | | | 2021 | | | | | 1,000,000(4) | | | | | 15,981,685 | | | | | 5,750,052 | | | | | 2,187,500(4) | | | | | 10,000(5) | | | | | 24,929,237 | | | | | | | 2019 | | | | | 910,769 | | | | | 11,198,320 | | | | | 4,000,025 | | | | | 1,387,563 | | | | | 10,000 | | | | | 17,506,677 | | | | | | 2020 | | | | | 1,038,462 | | | | | 13,025,683 | | | | | 4,750,066 | | | | | 1,500,000 | | | | | 10,000 | | | | | 20,324,211 | | | | | | | 2018 | | | | | 750,000 | | | | | 8,249,827 | | | | | 2,749,983 | | | | | 885,000 | | | | | 10,000 | | | | | 12,644,810 | | | | | | 2019 | | | | | 910,769 | | | | | 11,198,320 | | | | | 4,000,025 | | | | | 1,387,563 | | | | | 10,000 | | | | | 17,506,677 | | | | | Michelle M. Clatterbuck
Executive Vice President and
Chief Financial Officer | | | | | 2020 | | | | | 726,923 | | | | | 6,121,150 | | | | | 2,000,016 | | | | | 700,000(7) | | | | | 15,332(8) | | | | | 9,563,421 | | | Michelle M. Clatterbuck
Executive Vice President and Chief Financial Officer | | | | | 2021 | | | | | 700,000 | | | | | 7,230,511 | | | | | 2,375,027 | | | | | 875,000(6) | | | | | 10,925(7) | | | | | 11,191,463 | | | | | | | 2019 | | | | | 700,000 | | | | | 5,334,334 | | | | | 1,750,027 | | | | | 805,000 | | | | | 136,412 | | | | | 8,725,773 | | | | | | 2020 | | | | | 726,923 | | | | | 6,121,150 | | | | | 2,000,016 | | | | | 700,000 | | | | | 15,332 | | | | | 9,563,421 | | | | | | | 2018 | | | | | 570,385 | | | | | 6,548,231 | | | | | 1,499,996 | | | | | 560,500 | | | | | 147,788 | | | | | 9,326,900 | | | | | | 2019 | | | | | 700,000 | | | | | 5,334,334 | | | | | 1,750,027 | | | | | 805,000 | | | | | 136,412 | | | | | 8,725,773 | | | | | Laura A. Fennell
Executive Vice President and
Chief People & Places Officer | | | | | 2020 | | | | | 726,923 | | | | | 5,733,967 | | | | | 1,875,010 | | | | | 700,000(7) | | | | | 10,000(9) | | | | | 9,045,900 | | | J. Alexander Chriss
Executive Vice President and General Manager, Small Business and Self-Employed Group | | | | | 2021 | | | | | 700,000 | | | | | 8,355,966 | | | | | 2,750,057 | | | | | 875,000(6) | | | | | 11,185(8) | | | | | 12,692,208 | | | | | | | 2019 | | | | | 700,000 | | | | | 5,357,756 | | | | | 1,750,027 | | | | | 724,500 | | | | | 11,388 | | | | | 8,543,671 | | | | | | 2020 | | | | | 726,923 | | | | | 5,331,290 | | | | | 1,750,005 | | | | | 700,000 | | | | | 13,388 | | | | | 8,521,606 | | | | | | | 2018 | | | | | 675,000 | | | | | 4,578,350 | | | | | 1,499,996 | | | | | 716,850 | | | | | 10,000 | | | | | 7,480,196 | | | | | | 2019 | | | | | 547,131 | | | | | 8,960,744 | | | | | 2,250,063 | | | | | 540,033 | | | | | 10,000 | | | | | 12,307,971 | | | | | Gregory N. Johnson
Executive Vice President and General Manager, Consumer Group | | | | | 2020 | | | | | 726,923 | | | | | 7,125,343 | | | | | 2,375,033 | | | | | 700,000 | | | | | 10,000(10) | | | | | 10,937,299 | | | Gregory N. Johnson
Executive Vice President and General Manager, Consumer Group | | | | | 2021 | | | | | 700,000 | | | | | 8,250,860 | | | | | 2,750,057 | | | | | 875,000 | | | | | 10,000(9) | | | | | 12,585,917 | | | | | | | 2019 | | | | | 600,000 | | | | | 6,750,374 | | | | | 2,250,063 | | | | | 690,000 | | | | | 10,357 | | | | | 10,300,794 | | | | | | 2020 | | | | | 726,923 | | | | | 7,125,343 | | | | | 2,375,033 | | | | | 700,000 | | | | | 10,000 | | | | | 10,937,299 | | | | | Marianna Tessel
Executive Vice President and
Chief Technology Officer | | | | 2020 | | | | | 726,923 | | | | | 7,197,251 | | | | | 2,375,033 | | | | | 700,000(7) | | | | | 17,115(11) | | | | | 11,016,322 | | | | | | 2019 | | | | | 600,000 | | | | | 6,750,374 | | | | | 2,250,063 | | | | | 690,000 | | | | | 10,357 | | | | | 10,300,794 | | | | | | Marianna Tessel
Executive Vice President and Chief Technology Officer | | | | | 2021 | | | | | 700,000 | | | | | 8,355,966 | | | | | 2,750,057 | | | | | 875,000 | | | | | 11,362(10) | | | | | 12,692,385 | | | | | | | 2020 | | | | | 726,923 | | | | | 7,197,251 | | | | | 2,375,033 | | | | | 700,000 | | | | | 17,115 | | | | | 11,016,322 | | |
(1)
Fiscal 2020 salary amounts included an additional pay period due to the timing of the bi-weekly payroll calendar.
(2)
The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” and are included in the “Grants of Plan-Based Awards in Fiscal Year 2020”2021” table below. In addition to annual stock awards, the amounts above include the fair value of RSUs that Intuit granted in August of each fiscal year to match RSUs that certain NEOs purchased under the MSPP with amounts deferred from their bonuses earned in the prior fiscal year. Amounts presented in the table above represent the aggregate grant date fair value of awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. The grant date fair value of each RSU award was calculated using the closing price of Intuit’s common stock on the date of grant. The RSUs that are conditioned on a one-year operating income performance goal will all become subject to service-based vesting if the goal is satisfied, but forfeited in full if it is not. As a result, there is no distinction between the grant date fair value of these awards based upon the probable outcome of such conditions and the value of such awards assuming the highest level of performance conditions is achieved. Likewise, the total grant date fair value of the Relative TSR RSUs that may be earned depending on Intuit’s relative TSR remains the same whether the maximum, target, or below target performance is earned. Refer to Note 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021. (3)(2)
The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” and are included in the “Grants of Plan-Based Awards in Fiscal Year 2020”2021” table below. Amounts presented in the table above represent the aggregate grant date fair value of options granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718. For information on the valuation assumptions with respect to stock option grants and a complete description of the valuation of share-based compensation, see Intuit’sNote 11 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended July 31, 2020.2021. (4)(3)
These amounts represent the amounts earned for performance under Intuit’s SEIPthe IPI during fiscal 20202021 and paid in August 2020.2021. The cash incentive programs are described in more detail in the “Compensation Discussion and Analysis.” Fiscal Year 2020 Summary Compensation Table |Executive Compensation Tables|INTUIT2021 Proxy Statement60
(5)(4)
The amount shown also includes a deferral at the recipient’s election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal Year 2020”2021” for more information. | | 58 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Fiscal Year 2021 Summary Compensation Table | | | | | | | |
(5)
This amount includes $10,000 in matching contributions by Intuit into Mr. Goodarzi’s 401(k) plan. (7)(6)
The amount includes a deferral of the amount set forth in the table below made at the recipient’s election under the MSPP. Under the terms of the MSPP, a participant may elect to use a stated portion of his or her annual SEIPIPI award to purchase deferred stock units under Intuit’s 2005 Equity Incentive Plan. Intuit then matches these purchased units with another grant of RSUs that vest three years from the date of grant. The MSPP is described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement. | | Name | | Executive MSPP
Contribution
($) | | Deferred Stock
Units Reserved
for Executive
Contribution
(#) | | Name | | Executive
MSPP
Contribution
($) | | Deferred
Stock Units
Reserved for
Executive
Contribution
(#) | | | | Michelle M. Clatterbuck | | | | 105,106 | | | | | 344 | | | Michelle M. Clatterbuck | | | | 131,400 | | | | | 243 | | | | | Laura A. Fennell | | | | 105,106 | | | | | 344 | | | J. Alexander Chriss | | | | 131,400 | | | �� | | | 243 | | | | | Marianna Tessel | | | | 105,106 | | | | | 344 | | | |
(8)(7)
This amount includes $10,000 in matching contributions by Intuit into Ms. Clatterbuck’s 401(k) plan and relocation assistancean award under Intuit’s broadly available employee recognition, or “spotlight,” program of $500, which was grossed-up in the amount of $2,670 in connection$425, consistent with her fiscal 2018 appointment to the role of Chief Financial Officer and associated move, at Intuit’s request, from San Diego to the San Francisco Bay Area. Certain of the relocation expenses were grossed up, in the amount of $2,662, as provided forall awards made under the terms of Intuit’s Executive Relocation Policy.program. (9)(8)
This amount includes $10,000 in matching contributions by Intuit into Ms. Fennell’sMr. Chriss’ 401(k) plan.plan; an award under Intuit’s broadly available employee recognition, or “spotlight,” program of $100, which was grossed-up in the amount of $85, consistent with all awards made under the program; and an award under Intuit’s broadly available wellness participation program of $1,000, which was not grossed-up, consistent with all awards made under the program. (10)(9)
This amount includes $10,000 in matching contributions by Intuit into Mr. Johnson’s 401(k) plan. (11)(10)
This amount includes $10,000 in matching contributions by Intuit into Ms. Tessel’s 401(k) plan; an award under Intuit’s broadly available employee recognition, or “spotlight,” program of $760,$250, which was grossed-up in the amount of $542, consistent with all awards made under the program; an award under Intuit’s broadly available employee referral program of $3,000, which was grossed-up in the amount of $1,813,$112, consistent with all awards made under the program; and an award under Intuit’s broadly available wellness participation program of $1,000, which was not grossed-up, consistent with all awards made under the program. | | | | | | | | 61INTUITFiscal Year 2021 Summary Compensation Table | Executive Compensation Tables | INTUIT 2022 Proxy Statement |Executive Compensation Tables|Fiscal Year 2020 Summary Compensation Table
| | | 59 | |
Grants of Plan-Based Awards During Fiscal Year 20202021 The following table provides information about Relative TSR RSUs and service-based RSUs granted to the NEOs under our 2005 Equity Incentive Plan during fiscal 2020,2021, and cash awards for which the NEOsNamed Executive Officers were eligible in fiscal 20202021 under the SEIP.IPI. | | Name | | Grant
Date | | Board
Approval
Date | | | Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards(1) | | Estimated Future
Payouts Under Equity
Incentive Plan Awards(2) | | All Other Stock
Awards(2) | | Grant Date
Fair Value of
Stock Awards(3) | | | | | | | | | | | | | | | Estimated Possible
Payouts Under
Non-Equity
Incentive Plan
Awards(1) | | Estimated Future
Payouts Under
Equity Incentive
Plan Awards(2) | | All Other
Stock
Awards(2) | | Grant Date
Fair Value of
Stock Awards(3) | | | | Target ($) | | Maximum ($) | | Target (#) | | Maximum (#) | | Shares (#) | | ($) | | Name | | Grant
Date | | Board
Approval Date | | Target
($) | | Maximum
($) | | Target
(#) | | Maximum
(#) | | Shares
(#) | | ($) | | | | Sasan K. Goodarzi | | | | | 7/30/2020 | | | | | 7/30/2020 | | | | | | | | | | | | | | | 30,806 | | | | | 61,612 | | | | | — | | | | | 8,275,405(4) | | | Sasan K. Goodarzi | | | | | 7/29/2021 | | | | | 7/29/2021 | | | | | | | | | | | | | | | 21,506 | | | | | 43,012 | | | | | — | | | | | 10,231,555(4) | | | | | | | 7/30/2020 | | | | | 7/30/2020 | | | | | | | | | | | | | | | 15,629 | | | | | 15,629 | | | | | — | | | | | 4,750,278(5) | | | | | | 7/29/2021 | | | | | 7/29/2021 | | | | | | | | | | | | | | | 10,942 | | | | | 10,942 | | | | | — | | | | | 5,750,130(5) | | | | | | | | | | | | | | | | | 1,500,000 | | | | | 3,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | 1,750,000 | | | | | 4,375,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,025,683 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,981,685 | | | | | Michelle M. Clatterbuck | | | | | 8/9/2019 | | | | | 8/9/2019 | | | | | | | | | | | | | | | — | | | | | — | | | | | 437 | | | | | 120,861(6) | | | Michelle M. Clatterbuck | | | | | 8/14/2020 | | | | | 8/14/2020 | | | | | | | | | | | | | | | — | | | | | — | | | | | 344 | | | | | 105,106(6) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 12,971 | | | | | 25,942 | | | | | — | | | | | 4,000,060(4) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 8,883 | | | | | 17,766 | | | | | — | | | | | 4,750,100(4) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 6,581 | | | | | 6,581 | | | | | — | | | | | 2,000,229(5) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 4,520 | | | | | 4,520 | | | | | — | | | | | 2,375,305(5) | | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,121,150 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,230,511 | | | | | Laura A. Fennell | | | | | 8/9/2019 | | | | | 8/9/2019 | | | | | | | | | | | | | | | — | | | | | — | | | | | 393 | | | | | 108,692(6) | | | J. Alexander Chriss | | | | | 8/14/2020 | | | | | 8/14/2020 | | | | | | | | | | | | | | | — | | | | | — | | | | | 344 | | | | | 105,106(6) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 12,161 | | | | | 24,322 | | | | | — | | | | | 3,750,269(4) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 10,286 | | | | | 20,572 | | | | | — | | | | | 5,500,341(4) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 6,169 | | | | | 6,169 | | | | | — | | | | | 1,875,006(5) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 5,234 | | | | | 5,234 | | | | | — | | | | | 2,750,519(5) | | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,733,967 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,355,966 | | | | | Gregory N. Johnson | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 15,403 | | | | | 30,806 | | | | | — | | | | | 4,750,052(4) | | | Gregory N. Johnson | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 10,286 | | | | | 20,572 | | | | | — | | | | | 5,500,341(4) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 7,815 | | | | | 7,815 | | | | | — | | | | | 2,375,291(5) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 5,234 | | | | | 5,234 | | | | | — | | | | | 2,750,519(5) | | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,125,343 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,250,860 | | | | | Marianna Tessel | | | | | 8/9/2019 | | | | | 8/9/2019 | | | | | | | | | | | | | | | — | | | | | — | | | | | 260 | | | | | 71,908(6) | | | Marianna Tessel | | | | | 8/14/2020 | | | | | 8/14/2020 | | | | | | | | | | | | | | | — | | | | | — | | | | | 344 | | | | | 105,106(6) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 15,403 | | | | | 30,806 | | | | | — | | | | | 4,750,052(4) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 10,286 | | | | | 20,572 | | | | | — | | | | | 5,500,341(4) | | | | | | | 7/30/2020 | | | | | 7/29/2020 | | | | | | | | | | | | | | | 7,815 | | | | | 7,815 | | | | | — | | | | | 2,375,291(5) | | | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | | | | | | | | | | | 5,234 | | | | | 5,234 | | | | | — | | | | | 2,750,519(5) | | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | 700,000 | | | | | 1,750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,197,251 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,355,966 | | | | | Marianna Tessel | | |
(1)
Represents awards that could have been earned under the SEIPIPI based on performance in fiscal 2020.2021. These columns show the awards that were possible at the Target and Maximum levels of performance. The maximum award that could have been earned by each NEOsNEO was the lesser of 250% of the Target or $5 million. (2)
Awards made pursuant to Intuit’s 2005 Equity Incentive Plan. With respect to the RSUs described in footnote (4) that may be earned depending on Intuit’s relative TSR, the “Target” column reflects the number of RSUs that will be earned if the TSR performance goals are achieved at target levels, and the “Maximum” column reflects the maximum number of RSUs that could be earned if the highest level of performance is achieved. The RSUs described in footnote (5) will all become subject to service-based vesting upon the completion of the specified service period or, otherwise, be forfeited. As a result, there is no distinction between the “Target““Target” and “Maximum““Maximum” columns for these RSUs. (3)
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. Under FASB ASC Topic 718, the total grant date fair value of the RSUs described in footnote (4), which may be earned depending on Intuit’s relative TSR, remains the same whether the maximum, target, or below target number of RSUs is earned. The grant date fair values of the RSUs described in footnote (5) and the MSPP matching RSUs described in footnote (6) were calculated using the closing price of Intuit’s common stock on the date of grant. (4)
Depending on Intuit’s relative TSR for the 12-, 24- and 36-month periods ending July 31, 2021,2022, July 31, 20222023, and July 31, 20232024, compared to a pre-established peer group, and so long as the executive remains employed by Intuit following each such date, the earned portion of these RSUs will vest on September 1, 2023.2024. Mr. Goodarzi’s RSUs will be issued one year after the vesting date. (5)
These RSUs will vest as to 25% of the shares on July 1, 20212022, and thereafter 6.25% of the shares quarterly through July 1, 2024.2025. Mr. Goodarzi’s RSUs will be issued one year after the vesting dates. (6)
Represents Intuit matching grants of RSUs under the MSPP with respect to deferrals of fiscal 2019 bonuses under the SEIP.2020 bonuses. The bonuses were paid and deferred in early fiscal 2020,2021, and the matching grants vest on the third anniversary of the grant date. Grants of Plan-Based Awards During Fiscal Year 2020 |Executive Compensation Tables|INTUIT2021 Proxy Statement62
| | 60 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Grants of Plan-Based Awards During Fiscal Year 2021 | | | | | | | |
The following table provides information about stock options granted to the NEOs under our 2005 Equity Incentive Plan during fiscal 2020.2021. | | Name | | Grant Date | | All Other Option Awards:
Number of Securities
Underlying Options
(#)(1) | | Exercise or Base Price of
Options ($/share) | | Grant Date Fair Value of
Option Awards ($)(2) | | Name | | Grant
Date | | Board Approval
Date | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(1) | | Exercise
or Base
Price of
Options
($/share) | | Grant Date
Fair Value of
Option
Awards
($)(2) | | | | Sasan K. Goodarzi | | | | 7/30/2020 | | | | | 63,458 | | | | | 303.94 | | | | | 4,750,066 | | | Sasan K. Goodarzi | | | | 7/29/2021 | | | | | 7/29/2021 | | | | | 47,070 | | | | | 525.51 | | | | | 5,750,052 | | | | | Michelle M. Clatterbuck | | | | 7/30/2020 | | | | | 26,719 | | | | | 303.94 | | | | | 2,000,016 | | | Michelle M. Clatterbuck | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | 19,442 | | | | | 525.51 | | | | | 2,375,027 | | | | | Laura A. Fennell | | | | 7/30/2020 | | | | | 25,049 | | | | | 303.94 | | | | | 1,875,010 | | | J. Alexander Chriss | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | 22,512 | | | | | 525.51 | | | | | 2,750,057 | | | | | Gregory N. Johnson | | | | 7/30/2020 | | | | | 31,729 | | | | | 303.94 | | | | | 2,375,033 | | | Gregory N. Johnson | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | 22,512 | | | | | 525.51 | | | | | 2,750,057 | | | | | Marianna Tessel | | | | 7/30/2020 | | | | | 31,729 | | | | | 303.94 | | | | | 2,375,033 | | | Marianna Tessel | | | | 7/29/2021 | | | | | 7/28/2021 | | | | | 22,512 | | | | | 525.51 | | | | | 2,750,057 | | |
(1)
These awards vest as to 25% of the options on July 30, 202129, 2022, and 2.083% of the options each month thereafter. (2)
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718. | | | | | | | | 63INTUITGrants of Plan-Based Awards During Fiscal Year 2021 | Executive Compensation Tables | INTUIT 2022 Proxy Statement |Executive Compensation Tables|Grants of Plan-Based Awards During Fiscal Year 2020
| | | 61 | |
Outstanding Equity Awards at Fiscal 20202021 Year-End The following table provides information with respect to outstanding stock options held by the NEOs as of July 31, 2020.2021. | | | | | Outstanding Option Awards | | | | | Outstanding Option Awards | | | | Name | | Number of Securities
Underlying Unexercised
Options Exercisable
(#) | | Number of Securities
Underlying Unexercised
Options Unexercisable
(#) | | Option Exercise
Price
($) | | Option Grant
Date | | Option Expiration
Date | | Name | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | Option
Grant
Date | | Option
Expiration
Date | | | | Sasan K. Goodarzi | | | | | 74,096 | | | | | — | | | | | 107.25 | | | | | 07/23/15 | | | | | 07/22/22 | | | Sasan K. Goodarzi | | | | | 78,170 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | | | 110,046 | | | | | — | | | | | 113.19 | | | | | 07/21/16 | | | | | 07/20/23 | | | | | | 40,621 | | | | | 13,541(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | | 78,170 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | | 30,514 | | | | | 30,514(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | | 27,081 | | | | | 27,081(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | 15,864 | | | | | 47,594(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | | 15,257 | | | | | 45,771(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | — | | | | | 47,070(4) | | | | | 525.51 | | | | | 07/29/21 | | | | | 07/28/28 | | | | | | | — | | | | | 63,458(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | Michelle M. Clatterbuck | | | | | 14,656 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | Michelle M. Clatterbuck | | | | | 10,198 | | | | | — | | | | | 113.19 | | | | | 07/21/16 | | | | | 07/20/23 | | | | | | 22,157 | | | | | 7,386(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | | 14,656 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | | 13,350 | | | | | 13,350(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | | 14,771 | | | | | 14,772(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | 6,679 | | | | | 20,040(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | | 6,675 | | | | | 20,025(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | | | | | | 19,442(4) | | | | | 525.51 | | | | | 07/29/21 | | | | | 07/28/28 | | | | | | | — | | | | | 26,719(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | J. Alexander Chriss | | | | | 4,343 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | Laura A. Fennell | | | | | 64,197 | | | | | — | | | | | 107.25 | | | | | 07/23/15 | | | | | 07/22/22 | | | | | | 2,800 | | | | | 1,601(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | | 51,786 | | | | | — | | | | | 113.19 | | | | | 07/21/16 | | | | | 07/20/23 | | | | | | 17,164 | | | | | 17,165(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | | 53,741 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | | 5,844 | | | | | 17,535(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | | 14,771 | | | | | 14,772(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | — | | | | | 22,512(4) | | | | | 525.51 | | | | | 07/29/21 | | | | | 07/28/28 | | | | | | | 6,675 | | | | | 20,025(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | Gregory N. Johnson | | | | | 6,955 | | | | | — | | | | | 107.25 | | | | | 07/23/15 | | | | | 07/22/22 | | | | | | | — | | | | | 25,049(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | 13,667 | | | | | — | | | | | 113.19 | | | | | 07/21/16 | | | | | 07/20/23 | | | | | Gregory N. Johnson | | | | | 803 | | | | | — | | | | | 82.59 | | | | | 07/24/14 | | | | | 07/23/21 | | | | | | 19,542 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | | | 6,955 | | | | | — | | | | | 107.25 | | | | | 07/23/15 | | | | | 07/22/22 | | | | | | 18,464 | | | | | 6,155(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | | 13,667 | | | | | — | | | | | 113.19 | | | | | 07/21/16 | | | | | 07/20/23 | | | | | | 17,164 | | | | | 17,165(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | | 19,542 | | | | | — | | | | | 135.35 | | | | | 07/20/17 | | | | | 07/19/24 | | | | | | 7,932 | | | | | 23,797(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | | 12,309 | | | | | 12,310(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | — | | | | | 22,512(4) | | | | | 525.51 | | | | | 07/29/21 | | | | | 07/28/28 | | | | | | | 8,582 | | | | | 25,747(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | Marianna Tessel | | | | | 8,722 | | | | | — | | | | | 140.21 | | | | | 06/09/17 | | | | | 06/08/24 | | | | | | | — | | | | | 31,729(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | 5,538 | | | | | 1,847(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | Marianna Tessel | | | | | 8,722 | | | | | — | | | | | 140.21 | | | | | 06/09/17 | | | | | 06/08/24 | | | | | | 17,164 | | | | | 17,165(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | | 3,692 | | | | | 3,693(1) | | | | | 216.64 | | | | | 07/26/18 | | | | | 07/25/25 | | | | | | 7,932 | | | | | 23,797(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | | | | | 8,582 | | | | | 25,747(2) | | | | | 281.60 | | | | | 07/25/19 | | | | | 07/24/26 | | | | | | — | | | | | 22,512(4) | | | | | 525.51 | | | | | 07/29/21 | | | | | 07/28/28 | | | | | | | — | | | | | 31,729(3) | | | | | 303.94 | | | | | 07/30/20 | | | | | 07/29/27 | | | |
(1)
This award vested as to 25% of the options on July 26, 2019 and 2.083% of the options each month thereafter. (2)
This award vested as to 25% of the options on July 25, 2020 and 2.083% of the options each month thereafter. (3)
This award will vestvested as to 25% of the options on July 30, 2021 and 2.083% of the options each month thereafter. (4)
This award will vest as to 25% of the options on July 29, 2022 and 2.083% of the options each month thereafter. Outstanding Equity Awards at Fiscal 2020 Year-End |Executive Compensation Tables|INTUIT2021 Proxy Statement64
| | 62 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Outstanding Equity Awards at Fiscal 2021 Year-End | | | | | | | |
The following table provides information with respect to outstanding RSUs held by the NEOs as of July 31, 2020,2021, excluding deferred stock units purchased by the NEOs under the MSPP. The MSPP is described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement. The market value of the awards is determined by multiplying the number of unvested shares or units by $306.37,$529.97, the closing price of Intuit’s common stock on Nasdaq on July 31, 2020,30, 2021, the last trading day of fiscal 2020.2021. For those awards that are subject to performance-based conditions as described in the footnotes below, the number of shares reflects performance assuming achievement at target unless otherwise noted. | | | | | Outstanding Stock Awards | | | | Name | | | Grant
Date | | | Number of
Shares
or Units
of Stock
That Have
Not
Vested
(#) | | | Market
Value of
Shares
or Units
of Stock
That Have
Not
Vested
($) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested
($) | | | Equity Incentive Plan Awards:
Number of Unearned Shares,
Units or Other Rights That
Have Not Vested
(#) | | | Equity Incentive Plan Awards:
Market or
Payout Value
of Unearned
Unearned Shares, Units
or Other
Rights That
Have Not Vested
($) | | | | Sasan K. Goodarzi | | | | | 07/20/1726/18 | | | | | | 49,1973,174(1) | | | | | | 15,072,4851,682,125 | | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 6,34733,979(2) | | | | | | 1,944,53018,007,851 | | | | | | | | | | | | | | | | | | | 07/26/1825/19 | | | | | | | | | | | | | | | | | | 50,5407,102(3) | | | | | | 15,483,940 | | | | | | 07/25/19 | | | | | | 10,653(4) | | | | | | 3,263,7603,763,847 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 28,67557,350(5)(4) | | | | | | 8,785,16030,393,780 | | | | | | | 07/30/20 | | | | | | 15,62911,721(5) | | | | | | 6,211,778 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 61,612(6) | | | | | | 4,788,25732,652,512 | | | | | | | 07/29/21 | | | | | | 10,942(7) | | | | | | 5,798,932 | | | | | | | | | | | | | | | | | | | 07/29/21 | | | | | | | | | | | | | | | | | | 21,506(8) | | | | | | 11,397,535 | | | | | Michelle M. Clatterbuck | | | | | 07/26/18 | | | | | | 1,731(1) | | | | | | 917,378 | | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 18,533(2) | | | | | | 9,821,934 | | | | | | | | | | | | | | | | | | | 08/10/18 | | | | | | 398(9) | | | | | | 210,928 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | 3,108(10) | | | | | | 1,647,147 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 25,092(11) | | | | | | 13,298,007 | | | | | | | 08/09/19 | | | | | | 437(9) | | | | | | 231,597 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | 4,935(12) | | | | | | 2,615,402 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 25,942(13) | | | | | | 13,748,482 | | | | | | | 08/14/20 | | | | | | 344(9) | | | | | | 182,310 | | | | | | | | | | | | | | | | | | | 07/29/21 | | | | | | 4,520(14) | | | | | | 2,395,464 | | | | | | | | | | | | | | | | | | | 07/29/21 | | | | | | | | | | | | | | | | | | 8,883(15) | | | | | | 4,707,724 | | | | | J. Alexander Chriss | | | | | 07/26/18 | | | | | | 375(1) | | | | | | 198,739 | | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 4,014(2) | | | | | | 2,127,300 | | | | | | | | | | | | | | | | | | | 08/10/18 | | | | | | 287(9) | | | | | | 152,101 | | | | | | | | | | | | | | | | | | | 02/15/19 | | | | | | 4,032(16) | | | | | | 2,136,839 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | 3,996(10) | | | | | | 2,117,760 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 32,260(11) | | | | | | 17,096,832 | | | | | | | 08/09/19 | | | | | | 293(9) | | | | | | 155,281 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | 4,318(12) | | | | | | 2,288,410 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 22,700(13) | | | | | | 12,030,319 | | | | | | | 08/14/20 | | | | | | 344(9) | | | | | | 182,310 | | | | | | | | | | | | | | | | | | | 07/29/21 | | | | | | 5,234(14) | | | | | | 2,773,863 | | | | | | | | | | | | | | | | | | | 07/29/21 | | | | | | | | | | | | | | | | | | 10,286(15) | | | | | | 5,451,271 | | |
| | | | | | | | Outstanding Equity Awards at Fiscal 2021 Year-End | Executive Compensation Tables | INTUIT 2022 Proxy Statement | | | 63 | |
| | | | | Outstanding Stock Awards | | | | Name | | | Grant
Date | | | Number of
Shares
or Units
of Stock
That Have
Not
Vested
(#) | | | Market
Value of
Shares
or Units
of Stock
That Have
Not
Vested
($) | | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#) | | | Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not Vested
($) | | | | Gregory N. Johnson | | | | | 07/26/18 | | | | | | 1,443(1) | | | | | | 764,747 | | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 15,443(2) | | | | | | 8,184,327 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | 3,996(10) | | | | | | 2,117,760 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 32,260(11) | | | | | | 17,096,832 | | | | | | | 07/30/20 | | | | | | 5,861(12) | | | | | | 3,106,154 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 30,806(7)(13) | | | | | | 9,438,03416,326,256 | | | | | Michelle M. Clatterbuck | | | | | 07/20/1729/21 | | | | | | 9,2235,234(1)(14) | | | | | | 2,825,6512,773,863 | | | | | | | | | | | | | | | | | | | 08/11/17 | | | | | | 356(8) | | | | | | 109,06807/29/21 | | | | | | | | | | | | | | | | | | | 03/15/10,286(15) | | | | | | 5,451,271 | | | | | Marianna Tessel | | | | | 07/26/18 | | | | | | 3,747433(9)(1) | | | | | | 1,147,968229,477 | | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 3,4624,631(2) | | | | | | 1,060,6532,454,291 | | | | | | | | | | | | | | | | | | | 07/26/08/10/18 | | | | | | 271(9) | | | | | | 143,622 | | | | | | | | | | | | | | | | | | | 27,56602/15/19 | | | | | | 2,813(3)(16) | | | | | | 8,445,395 | | | | | | 08/10/18 | | | | | | 398(8) | | | | | | 121,9351,490,806 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | 4,6613,996(10) | | | | | | 1,427,9912,117,760 | | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 12,54632,260(11) | | | | | | 3,843,71817,096,832 | | | | | | | 08/09/19 | | | | �� | | 437260(8)(9) | | | | | | 133,884137,792 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | 6,5815,861(12) | | | | | | 2,016,2213,106,154 | | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 12,97130,806(13) | | | | | | 3,973,925 | | | | Laura A. Fennell | | | | | 07/20/17 | | | | | | 32,580(1)(14) | | | | | | 9,981,535 | | | | | | | | | | | | 16,326,256 | | | | | | | 08/11/1714/20 | | | | | | 553344(8)(15)(9) | | | | | | 169,423182,310 | | | | | | | | | | | | | | | | | | | 07/26/1829/21 | | | | | | 3,4625,234(16)(14) | | | | | | 1,060,6532,773,863 | | | | | | | | | | | | | | | | | | | 07/26/1829/21 | | | | | | | | | | | | | | | | | | 27,22310,286(3)(17)(15) | | | | | | 8,340,311 | | | | | | 08/10/18 | | | | | | 498(8)(18) | | | | | | 152,572 | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | 4,661(19) | | | | | | 1,427,991 | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 12,468(11)(20) | | | | | | 3,819,821 | | | | | | 08/09/19 | | | | | | 391(8)(21) | | | | | | 119,791 | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | 6,169(22) | | | | | | 1,889,997 | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 12,161(13) | | | | | | 3,725,766 | | | | Gregory N. Johnson | | | | | 07/20/17 | | | | | | 12,297(1) | | | | | | 3,767,432 | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 2,885(2) | | | | | | 883,877 | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | | | | | | | | | | | | | 22,972(3) | | | | | | 7,037,932 | | | | | | 07/25/19 | | | | | | 5,993(10) | | | | | | 1,836,075 | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 16,130(11) | | | | | | 4,941,748 | | | | | | 07/30/20 | | | | | | 7,815(12) | | | | | | 2,394,282 | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 15,403(13) | | | | | | 4,719,017 | | |
65INTUIT2021 Proxy Statement |Executive Compensation Tables|Outstanding Equity Awards at Fiscal 2020 Year-End
| | | | Outstanding Stock Awards | | | Name | | | Grant Date | | | Number of Shares
or Units of Stock
That Have Not
Vested
(#) | | | Market Value of
Shares or Units of
Stock That Have
Not Vested
($) | | | Equity Incentive Plan Awards:
Number of Unearned Shares,
Units or Other Rights That
Have Not Vested
(#) | | | Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested
($) | | | Marianna Tessel | | | | | 07/20/17 | | | | | | 6,147(1) | | | | | | 1,883,256 | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | 865(2) | | | | | | 265,010 | | | | | | | | | | | | | | | | | | 07/26/18 | | | | | | | | | | | | | | | | | | 6,890(3) | | | | | | 2,110,889 | | | | | | 08/10/18 | | | | | | 271(8) | | | | | | 83,026 | | | | | | | | | | | | | | | | | | 02/15/19 | | | | | | 4,420(23) | | | | | | 1,354,155 | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | 5,993(10) | | | | | | 1,836,075 | | | | | | | | | | | | | | | | | | 07/25/19 | | | | | | | | | | | | | | | | | | 16,130(11) | | | | | | 4,941,748 | | | | | | 08/09/19 | | | | | | 260(8) | | | | | | 79,656 | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | 7,815(12) | | | | | | 2,394,282 | | | | | | | | | | | | | | | | | | 07/30/20 | | | | | | | | | | | | | | | | | | 15,403(13) | | | | | | 4,719,0175,451,271 | | |
(1)
Based on the performance goals achieved as of July 31, 2020, these RSUs vested on September 1, 2020.
(2)
Because the specified performance goals were achieved, these RSUs vested as to 25% of the shares on July 1, 2019, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (3)(2)
NumberBased on the performance goals achieved as of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2021, compared to a pre-established peer group, the earned portion of these RSUs will vestvested on September 1, 2021.
(4)(3)
Because the specified performance goals were achieved, these RSUs vested as to 25% of the shares on July 1, 2020, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (5)(4)
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2022, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2022 and will be issued on September 1, 2023. (6)(5)
These RSUs will vestvested as to 25% of the shares on July 1, 2021, and have vested and will vest as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (7)(6)
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2023, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2023, and will be issued on September 1, 2024. (7)
These RSUs will vest as to 25% of the shares on July 1, 2022, and as to 6.25% of the shares each quarter thereafter. Shares underlying the RSUs will be issued on the date that is one year following each vesting date. (8)
Depending upon Intuit’s TSR for the three-year period ending July 31, 2024, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2024, and will be issued on September 1, 2025. (9)
Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.
(9)
Promotion Grant that vested as to 331∕3% of the shares on each of March 1, 2019 and March 1, 2020, and will vest as to 331∕3% of the shares on March 1, 2021.
(10)
Because the specified performance goals were achieved, these RSUs vested as to 25% of the shares on July 1, 2020, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (11)
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2022 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2022. (12)
These RSUs will vestvested as to 25% of the shares on July 1, 2021, and have vested and will vest as to 6.25% of the shares each quarter thereafter. (13)
Number of shares based on achievement of maximum goals. Depending upon Intuit’s TSR for the three-year period ending July 31, 2023, compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2023. (14)
Because the recipient is retirement eligible for purposes of this award, 143, 451 and 649 additional shares vested in December 2017, December 2018 and December 2019, respectively, in order to cover required employment taxes (and income taxes related to such vesting).
(15)
Because the recipient is retirement eligible for purposes of this award, 4, 10 and 9 additional shares vested in December 2017, December 2018 and December 2019, respectively, in order to cover required employment taxes (and income taxes related to such vesting).
(16)
Because the specified performance goals were achieved, theseThese RSUs vestedwill vest as to 12.5%25% of the shares on December 31, 2018,July 1, 2022, and have vested and will vest as to 6.25% of the shares each quarter thereafter.
(17)(15)
BecauseDepending upon Intuit’s TSR for the recipient is retirement eligible for purposesthree-year period ending July 31, 2024, compared to a pre-established peer group, the earned portion of this award, 86 and 257 additional shares vested in December 2018 and December 2019, respectively, in order to cover required employment taxes (and income taxes related to such vesting).
(18)
Because the recipient is retirement eligible for purposes of this award, 3 and 8 additional shares vested in December 2018 and December 2019, respectively, in order to cover required employment taxes (and income taxes related to such vesting).
(19)
Because the specified performance goals were achieved, these RSUs vested as to 12.5% of the shares on December 31, 2019, and have vested and will vest as to 6.25% of the shares each quarter thereafter.
(20)
Because the recipient is retirement eligible for purposes of this award, 78 additional shares vested in December 2019 in order to cover required employment taxes (and income taxes related to such vesting).
(21)
Because the recipient is retirement eligible for purposes of this award, 2 additional shares vested in December 2019 in order to cover required employment taxes (and income taxes related to such vesting).
(22)
These RSUs will vest as to 12.5% of the shares on December 31, 2020 and 6.25% of the shares each quarter thereafter.September 1, 2024.
(23)(16)
Promotion Grant that vested as to 25% of the shares on February 1, 2020, and has vested and will vest as to 6.25% of the shares each quarter thereafter. Option Exercises and Stock Vested During Fiscal Year |Executive Compensation Tables|INTUIT2021 Proxy Statement66
| | 64 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Outstanding Equity Awards at Fiscal 2021 Year-End | | | | | | | |
Option Exercises and Stock Vested
During Fiscal Year 20202021 The following table shows information about stock option exercises and vesting of RSUs for each of the NEOs during fiscal 2020,2021, including the value realized upon exercise or vesting. The table excludes deferred stock units purchased by the NEOs under the MSPP, which is described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement. | | | | | Option Awards | | Stock Awards | | | | | Option Awards | | Stock Awards | | | | Name | | Number of Shares
Acquired on Exercise
(#) | | Value Realized
on Exercise
($) | | Number of Shares
Acquired on Vesting
(#) | | Value Realized
on Vesting
($) | | Name | | Number of
Shares
Acquired on
Exercise
(#) | | Value
Realized on
Exercise
($) | | Number of
Shares
Acquired on
Vesting
(#) | | Value
Realized on
Vesting
($) | | | | Sasan K. Goodarzi | | | | 92,950 | | | | | 15,732,926 | | | | | 60,232 | | | | | 17,356,261 | | | Sasan K. Goodarzi | | | | 184,142 | | | | | 43,238,535 | | | | | 56,089 | | | | | 20,160,629 | | | | | Michelle M. Clatterbuck | | | | — | | | | | — | | | | | 15,899 | | | | | 4,484,867 | | | Michelle M. Clatterbuck | | | | 10,198 | | | | | 2,350,808 | | | | | 18,256 | | | | | 6,952,002 | | | | | Laura A. Fennell | | | | — | | | | | — | | | | | 32,043 | | | | | 9,214,090 | | | J. Alexander Chriss | | | | — | | | | | — | | | | | 18,686 | | | | | 6,816,220 | | | | | Gregory N. Johnson | | | | — | | | | | — | | | | | 16,899 | | | | | 4,880,570 | | | Gregory N. Johnson | | | | 803 | | | | | 208,178 | | | | | 17,690 | | | | | 6,602,993 | | | | | Marianna Tessel | | | | — | | | | | — | | | | | 12,165 | | | | | 3,513,363 | | | Marianna Tessel | | | | — | | | | | — | | | | | 12,137 | | | | | 4,629,411 | | |
| | | | | | | | 67INTUITOption Exercises and Stock Vested During Fiscal Year 2021 | Executive Compensation Tables | INTUIT 2022 Proxy Statement |Executive Compensation Tables|Option Exercises and Stock Vested During Fiscal Year
| | | 65 | |
Non-Qualified Deferred Compensation for
Fiscal Year 20202021 The following table shows the non-qualified deferred compensation activity for each of the NEOs during fiscal 2020.2021. The NQDCP and MSPP are described in the “Compensation Discussion and Analysis” section of this proxy statement. | | Name | | Plan | | Aggregate Balance
at July 31, 2019
($) | | Executive
Contributions
in Fiscal 2020
($)(1) | | Aggregate Earnings
in Fiscal 2020
($)(2) | | Aggregate
Withdrawals/
Distributions
in Fiscal 2020
($) | | Aggregate Balance
at July 31, 2020
($) | | Name | | Plan | | Aggregate
Balance at
July 31, 2020
($) | | Executive
Contributions
in Fiscal 2021
($)(1) | | Aggregate
Earnings
in Fiscal 2021
($)(2) | | Aggregate
Withdrawals/
Distributions
in Fiscal 2021
($) | | Aggregate
Balance at
July 31, 2021
($) | | | | Sasan K. Goodarzi | | | | | NQDCP | | | | | 5,245,466 | | | | | 935,942 | | | | | 252,797 | | | | | — | | | | | 6,434,205(3) | | | Sasan K. Goodarzi | | | | | NQDCP | | | | | 6,434,205 | | | | | 900,000 | | | | | 1,158,568 | | | | | — | | | | | 8,492,773(3) | | | | | | | MSPP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | MSPP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | Total | | | | | 5,245,466 | | | | | 935,942 | | | | | 252,797 | | | | | — | | | | | 6,434,205 | | | | | | Total | | | | | | 6,434,205 | | | | | 900,000 | | | | | 1,158,568 | | | | | — | | | | | 8,492,773 | | | | | Michelle M. Clatterbuck | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Michelle M. Clatterbuck | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | MSPP | | | | | 290,898 | | | | | 120,861 | | | | | 33,560 | | | | | (80,432) | | | | | 364,887 | | | | | | MSPP | | | | | 364,887 | | | | | 105,106 | | | | | 261,357 | | | | | (106,515) | | | | | 624,835 | | | | | | | Total | | | | | 290,898 | | | | | 120,861 | | | | | 33,560 | | | | | (80,432) | | | | | 364,887 | | | | | | Total | | | | | | 364,887 | | | | | 105,106 | | | | | 261,357 | | | | | (106,515) | | | | | 624,835 | | | | | Laura A. Fennell | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | J. Alexander Chriss | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | MSPP | | | | | 560,444 | | | | | 108,692 | | | | | 38,879 | | | | | (255,200) | | | | | 452,815 | | | | | | MSPP | | | | | 261,640 | | | | | 105,106 | | | | | 204,927 | | | | | (81,981) | | | | | 489,692 | | | | | | | Total | | | | | 560,444 | | | | | 108,692 | | | | | 38,879 | | | | | (255,200) | | | | | 452,815 | | | | | | Total | | | | | | 261,640 | | | | | 105,106 | | | | | 204,927 | | | | | (81,981) | | | | | 489,692 | | | | | Gregory N. Johnson | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Gregory N. Johnson | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | MSPP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | MSPP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | Total | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | Total | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | Marianna Tessel | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Marianna Tessel | | | | | NQDCP | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | MSPP | | | | | 75,151 | | | | | 71,908 | | | | | 15,623 | | | | | — | | | | | 162,682 | | | | | | MSPP | | | | | 162,682 | | | | | 105,106 | | | | | 195,936 | | | | | — | | | | | 463,724 | | | | | | | Total | | | | | 75,151 | | | | | 71,908 | | | | | 15,623 | | | | | — | | | | | 162,682 | | | | | | Total | | | | | | 162,682 | | | | | 105,106 | | | | | 195,936 | | | | | — | | | | | 463,724 | | | | | Marianna Tessel | | |
(1)
Amounts shown in this column for the NQDCP are included in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the “Fiscal Year 20202021 Summary Compensation Table.” Amounts shown in this column for the MSPP were contributed from amounts earned under Intuit’s SEIP for fiscal 2019,2020 under the cash bonus plan, which were paid in August 2019.2020. (2)
None of the amounts shown in this column are included in the “Fiscal Year 20202021 Summary Compensation Table” because they are not preferential or above-market. (3)
Mr. Goodarzi has contributed a total of $4,565,519$5,465,519 to the NQDCP that has also been reported in the “Fiscal Year 20202021 Summary Compensation Table” as compensation for fiscal 20202021 or a prior fiscal year. The information in this footnote is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation. Non-Qualified Deferred Compensation for Fiscal Year |Executive Compensation Tables|INTUIT2021 Proxy Statement68
| | 66 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Non-Qualified Deferred Compensation for Fiscal Year 2021 | | | | | | | |
Potential Payments Upon Termination of Employment or Change in Control Described below are the individual arrangements Intuit has entered into with each of our NEOs and the estimated payments and benefits that would be provided under these arrangements, assuming hypothetically that the executive’s employment terminated under certain circumstances as of July 31, 2020,2021, and using the closing price of our common stock on July 31, 2020,30, 2021, the last trading day of fiscal 20202021 ($306.37529.97 per share). Certain benefits shown in the tables below are provided to all recipients of Intuit equity awards, not solely to NEOs. For example: •
stock options and service- and performance-based RSUs (including matching RSUs under the MSPP) generally provide for 100% acceleration of vesting upon termination due to death or disability; •
stock options and service-based RSUs (including matching RSUs under the MSPP) generally provide for pro rata vesting upon a recipient’s involuntary termination within one year following a change in control; •
stock options and service- and performance-based RSUs (including matching RSUs under the MSPP) generally provide for pro rata vesting upon a recipient’s retirement; •
performance-based RSUs generally provide for pro rata vesting on an involuntary termination or upon a recipient’s retirement based on actual performance for any completed performance period and target performance for any incomplete performance period; and •
performance-based RSUs generally provide for accelerated vesting based on actual performance in the event of a change in control. None of the NEOs other than Ms. Fennell would have been eligible for retirement, for purposes of such stock option and RSU vesting, had they been terminated as of July 31, 2020.2021. Intuit does not generally provide for any special severance payments or acceleration of equity upon an NEO’s termination for cause or resignation without good reason. Under the NQDCP, participants will be eligible to receive their vested benefits under the plan upon termination of employment for any reason, and they will be eligible to receive discretionary company contributions and the related earnings upon their disability or death or a change in control of Intuit, as described above under “Non-Qualified Deferred Compensation for Fiscal Year 2020.2021.” 69INTUIT2021 Proxy Statement |Executive Compensation Tables|Potential Payments Upon Termination of Employment or Change in Control
Sasan K. Goodarzi On November 15, 2018, Intuit entered into an employment agreement with Mr. Goodarzi, which provided that he would become the President and CEO of Intuit, effective January 1, 2019. Under the agreement, Mr. Goodarzi’s employment is at willat-will and can be terminated at any time by Intuit or by Mr. Goodarzi. If Intuit terminates Mr. Goodarzi other than for “Cause” (which(which includes gross negligence, willful misconduct, fraud and certain criminal convictions) or if Mr. Goodarzi terminates his employment for “Good Reason” (which(which includes relocation or a reduction in duties, title or compensation without his consent), he will be entitled to a single lump sum severance payment equal to 12 months of his then-current salary and 100% of his then-current target bonus, subject to his execution of a valid and binding release agreement. | | | | | | | | Potential Payments Upon Termination of Employment or Change in Control | Executive Compensation Tables | INTUIT 2022 Proxy Statement | | | 67 | |
The estimated payments or benefits that would have been paid to Mr. Goodarzi in a hypothetical termination of employment on July 31, 2020,2021, are as follows: | | Incremental Amounts Payable
Upon Termination Event | | Termination by Intuit
Without Cause or by
Mr. Goodarzi for
Good Reason
($) | | Termination
Without Cause
After CIC
($) | | CIC
(Continued
Employment)
($) | | Death or
Disability
($) | | Incremental Amounts Payable
Upon Termination Event | | Termination
by Intuit
Without Cause
or by
Mr. Goodarzi for
Good Reason
($) | | Termination
Without
Cause
After CIC
($) | | CIC (Continued
Employment)
($) | | Death or
Disability
($) | | | | Total Cash Severance | | | | 2,500,000 | | | | | 2,500,000 | | | | | — | | | | | — | | | Total Cash Severance | | | | 2,750,000 | | | | | 2,750,000 | | | | | — | | | | | — | | | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Severance | | | | 2,500,000 | | | | | 2,500,000 | | | | | — | | | | | — | | | Total Severance | | | | 2,750,000 | | | | | 2,750,000 | | | | | — | | | | | — | | | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 3,717,929 | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 22,789,168 | | | | | Value of Accelerated Restricted Stock Units | | | | 24,119,448 | | | | | 31,821,353 | | | | | 31,821,353 | | | | | 52,065,258 | | | Value of Accelerated Restricted Stock Units | | | | 34,618,796 | | | | | 62,143,964 | | | | | 62,143,964 | | | | | 81,594,742 | | | | | Total Value of Accelerated Long-Term Incentives | | | | 24,119,448 | | | | | 31,821,353 | | | | | 31,821,353 | | | | | 55,783,187 | | | Total Value of Accelerated Long-Term Incentives | | | | 34,618,796 | | | | | 62,143,964 | | | | | 62,143,964 | | | | | 104,383,910 | | | | | Total Severance, Benefits & Accelerated Equity | | | | 26,619,448 | | | | | 34,321,353 | | | | | 31,821,353 | | | | | 55,783,187 | | | Total Severance, Benefits & Accelerated Equity | | | | | 37,368,796 | | | | | 64,893,964 | | | | | 62,143,964 | | | | | 104,383,910 | | | |
Michelle M. Clatterbuck On January 19, 2018, Intuit entered into an employment agreement with Ms. Clatterbuck. The estimated payments or benefits that would have been paid to Ms. Clatterbuck in a hypothetical termination on July 31, 2020,2021, are as follows: | | Incremental Amounts Payable
Upon Termination Event | | Termination by
Intuit Without
Cause or by
Ms. Clatterbuck
for Good Reason
($) | | Termination
Without Cause
After CIC
($) | | CIC
(Continued
Employment)
($) | | Death or
Disability
($) | | Incremental Amounts Payable
Upon Termination Event | | Termination
by Intuit
Without Cause
or by
Ms. Clatterbuck for
Good Reason
($) | | Termination
Without
Cause
After CIC
($) | | CIC (Continued
Employment)
($) | | Death or
Disability
($) | | | | Total Cash Severance | | | | — | | | | | — | | | | | — | | | | | — | | | Total Cash Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Severance | | | | — | | | | | — | | | | | — | | | | | — | | | Total Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 1,886,438 | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 10,246,347 | | | | | Value of Accelerated Restricted Stock Units | | | | 7,368,808 | | | | | 11,715,402 | | | | | 11,098,984 | | | | | 21,436,221 | | | Value of Accelerated Restricted Stock Units | | | | 17,004,383 | | | | | 29,114,591 | | | | | 28,702,561 | | | | | 37,632,024 | | | | | Total Value of Accelerated Long-Term Incentives | | | | 7,368,808 | | | | | 11,715,402 | | | | | 11,098,984 | | | | | 23,322,659 | | | Total Value of Accelerated Long-Term Incentives | | | | 17,004,383 | | | | | 29,114,591 | | | | | 28,702,561 | | | | | 47,878,371 | | | | | Total Severance, Benefits & Accelerated Equity | | | | 7,368,808 | | | | | 11,715,402 | | | | | 11,098,984 | | | | | 23,322,659 | | | Total Severance, Benefits & Accelerated Equity | | | | | 17,004,383 | | | | | 29,114,591 | | | | | 28,702,561 | | | | | 47,878,371 | | | |
Potential Payments Upon Termination of Employment or Change in Control |Executive Compensation Tables|INTUIT2021 Proxy Statement70
| | 68 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Potential Payments Upon Termination of Employment or Change in Control | | | | | | | |
Laura A. FennellJ. Alexander Chriss
On November 7, 2018, Intuit entered into an employment agreement with Mr. Chriss. The estimated payments or benefits that would have been paid to Ms. FennellMr. Chriss in a hypothetical termination of employment on July 31, 2020,2021, are as follows: | | Incremental Amounts Payable
Upon Termination Event | | Termination by Intuit
Without Cause or by
Ms. Fennell for
Good Reason
($) | | Termination
Without Cause
After CIC
($) | | CIC
(Continued
Employment)
($) | | Death or
Disability
($) | | Retirement
($) | | Incremental Amounts Payable
Upon Termination Event | | Termination
by Intuit
Without Cause
or by
Mr. Chriss for
Good Reason
($) | | Termination
Without
Cause
After CIC
($) | | CIC (Continued
Employment)
($) | | Death or
Disability
($) | | | | Total Cash Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Total Cash Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | Total Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 1,882,380 | | | | | — | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 8,828,752 | | | | | Value of Accelerated Restricted Stock Units | | | | 14,575,772 | | | | | 18,554,643 | | | | | 18,253,278 | | | | | 25,239,488 | | | | | 14,825,401 | | | Value of Accelerated Restricted Stock Units | | | | 10,101,160 | | | | | 22,028,861 | | | | | 21,517,798 | | | | | 33,215,478 | | | | | Total Value of Accelerated Long-Term Incentives | | | | 14,575,772 | | | | | 18,554,643 | | | | | 18,253,278 | | | | | 27,121,868 | | | | | 14,825,401 | | | Total Value of Accelerated Long-Term Incentives | | | | 10,101,160 | | | | | 22,028,861 | | | | | 21,517,798 | | | | | 42,044,230 | | | | | Total Severance, Benefits & Accelerated Equity | | | | 14,575,772 | | | | | 18,554,643 | | | | | 18,253,278 | | | | | 27,121,868 | | | | | 14,825,401 | | | Total Severance, Benefits & Accelerated Equity | | | | | 10,101,160 | | | | | 22,028,861 | | | | | 21,517,798 | | | | | 42,044,230 | | | |
Gregory N. Johnson On August 13, 2018, Intuit entered into an employment agreement with Mr. Johnson. The estimated payments or benefits that would have been paid to Mr. Johnson in a hypothetical termination of employment on July 31, 2020,2021, are as follows: | | Incremental Amounts Payable
Upon Termination Event | | | Termination by
Intuit Without
Cause or by
Mr. Johnson for
Good Reason
($) | | | Termination
Without Cause
After CIC
($) | | | CIC
(Continued
Employment)
($) | | | Death or
Disability
($) | | | | Total Cash Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Total Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 1,819,431 | | | | | Value of Accelerated Restricted Stock Units | | | | | 8,116,732 | | | | | | 12,089,706 | | | | | | 12,089,706 | | | | | | 22,407,856 | | | | | Total Value of Accelerated Long-Term Incentives | | | | | 8,116,732 | | | | | | 12,089,706 | | | | | | 12,089,706 | | | | | | 24,227,287 | | | | | Total Severance, Benefits & Accelerated Equity | | | | | 8,116,732 | | | | | | 12,089,706 | | | | | | 12,089,706 | | | | | | 24,227,287 | | | | |
| | Incremental Amounts Payable
Upon Termination Event | | | Termination
by Intuit
Without Cause
or by
Mr. Johnson for
Good Reason
($) | | | Termination
Without
Cause
After CIC
($) | | | CIC (Continued
Employment)
($) | | | Death or
Disability
($) | | | | Total Cash Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Total Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 11,671,057 | | | | | Value of Accelerated Restricted Stock Units | | | | | 17,094,315 | | | | | | 31,267,890 | | | | | | 31,267,890 | | | | | | 40,677,363 | | | | | Total Value of Accelerated Long-Term Incentives | | | | | 17,094,315 | | | | | | 31,267,890 | | | | | | 31,267,890 | | | | | | 52,348,420 | | | | | Total Severance, Benefits & Accelerated Equity | | | | | 17,094,315 | | | | | | 31,267,890 | | | | | | 31,267,890 | | | | | | 52,348,420 | | | | |
71INTUIT2021| | | | | | | | Potential Payments Upon Termination of Employment or Change in Control | Executive Compensation Tables | INTUIT 2022 Proxy Statement |Executive Compensation Tables|Potential Payments Upon Termination of Employment or Change in Control | | | 69 | |
Marianna Tessel On November 7, 2018, Intuit entered into an employment agreement with Ms. Tessel. The estimated payments or benefits that would have been paid to Ms. Tessel in a hypothetical termination of employment on July 31, 2020,2021, are as follows: | | Incremental Amounts Payable
Upon Termination Event | | Termination by
Intuit Without
Cause or by
Ms. Tessel
forGood Reason
($) | | Termination
Without Cause
After CIC
($) | | CIC
(Continued
Employment)
($) | | Death or
Disability
($) | | Incremental Amounts Payable
Upon Termination Event | | Termination
by Intuit
Without Cause
or by
Ms. Tessel for
Good Reason
($) | | Termination
Without
Cause
After CIC
($) | | CIC (Continued
Employment)
($) | | Death or
Disability
($) | | | | Total Cash Severance | | | | — | | | | | — | | | | | — | | | | | — | | | Total Cash Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | Total Benefits and Perquisites | | | | — | | | | | — | | | | | — | | | | | — | | | | | Total Severance | | | | — | | | | | — | | | | | — | | | | | — | | | Total Severance | | | | — | | | | | — | | | | | — | | | | | — | | | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 825,312 | | | Gain on Accelerated Stock Options | | | | — | | | | | — | | | | | — | | | | | 10,321,231 | | | | | Value of Accelerated Restricted Stock Units | | | | 4,271,586 | | | | | 7,261,160 | | | | | 7,183,096 | | | | | 17,136,381 | | | Value of Accelerated Restricted Stock Units | | | | 11,295,515 | | | | | 25,898,243 | | | | | 25,469,090 | | | | | 36,310,345 | | | | | Total Value of Accelerated Long-Term Incentives | | | | 4,271,586 | | | | | 7,261,160 | | | | | 7,183,096 | | | | | 17,961,693 | | | Total Value of Accelerated Long-Term Incentives | | | | 11,295,515 | | | | | 25,898,243 | | | | | 25,469,090 | | | | | 46,631,576 | | | | | Total Severance, Benefits & Accelerated Equity | | | | 4,271,586 | | | | | 7,261,160 | | | | | 7,183,096 | | | | | 17,961,693 | | | Total Severance, Benefits & Accelerated Equity | | | | | 11,295,515 | | | | | 25,898,243 | | | | | 25,469,090 | | | | | 46,631,576 | | | |
Potential Payments Upon Termination of Employment or Change in Control |Executive Compensation Tables|INTUIT2021 Proxy Statement72
| | 70 | | | INTUIT 2022 Proxy Statement | Executive Compensation Tables | Potential Payments Upon Termination of Employment or Change in Control | | | | | | | |
CEO Pay Ratio Mr. Goodarzi’s annual total compensation for fiscal 2021 was $24,929,237, as reported in the Summary Compensation Table of this proxy statement. The fiscal 2021annual total compensation for our median employee was $176,342 as determined under Item 402 of Regulation S-K. The ratio of our CEO’s annualized total compensation to our median employee’s annual total compensation for fiscal 2021 was 141 to 1. Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we identified our median employee from all full-time, part-time and seasonal workers (other than the CEO) in the U.S., Canada, India and the United Kingdom who were included as employees on our payroll records as of June 30, 2021, based on gross wages paid during the twelve-month period ending on that date. We chose this determination date in order to account for the extension of the federal and state tax filing deadlines in 2021, which would have impacted the comparability of the data with prior fiscal years if we had used May 31 as the determination date as we have in prior years. For permanent employees hired during the twelve-month period, compensation was annualized to reflect a full year of wages. Compensation for international employees was converted to U.S. dollar equivalents using exchange rates as of the determination date. As permitted by SEC rules, we excluded approximately 135 employees located in Australia, 51 employees located in Brazil, 71 employees located in France, 243 employees located in Israel, 13 employees located in Mexico, 2 employees located in Romania and 43 employees located in Singapore, who in the aggregate represented approximately 3.7% of our 14,908 employees, resulting in an employee population of 14,350 for purposes of this computation. The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios. | | | | | | | | CEO Pay Ratio | Executive Compensation Tables | INTUIT 2022 Proxy Statement | | | 71 | |
Proposal No. 3
Ratification of Selection of
Independent Registered Public
Accounting Firm Intuit’s Audit and Risk Committee has selected Ernst & Young LLP as the independent registered public accounting firm to perform the audit of Intuit’s consolidated financial statements and the effectiveness of our internal control over financial reporting for the fiscal year ending July 31, 2022. As a matter of good corporate governance, we are asking stockholders to ratify this selection. If the selection of Ernst & Young is not ratified, the Audit and Risk Committee will consider whether it should select another independent registered public accounting firm. Representatives of Ernst & Young are expected to attend the Meeting virtually. They will have the opportunity to make a statement if they wish, and will be available to respond to appropriate questions from stockholders. The Audit and Risk Committee’s Policy on Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm It is the policy of the Audit and Risk Committee to pre-approve, near the beginning of each fiscal year, all audit and permissible non-audit services to be provided by the independent registered public accounting firm during that fiscal year. The Audit and Risk Committee authorizes specific projects within categories of services, subject to a budget for each project. The Audit and Risk Committee also may pre-approve particular services during the fiscal year on a case-by-case basis. The independent registered public accounting firm and management periodically report to the Audit and Risk Committee the actual fees incurred versus the pre-approved budget. Fees Paid to Ernst & Young The following table shows fees that we paid (or accrued) for professional services rendered by Ernst & Young for fiscal 2021 and fiscal 2020: | | Fee Category | | | Fiscal
2021 | | | Fiscal
2020 | | | | Audit Fees | | | | $ | 6,040,000 | | | | | $ | 5,570,000 | | | | | Audit-Related Fees | | | | | 53,000 | | | | | | 1,781,000 | | | | | Tax Fees | | | | | 227,000 | | | | | | — | | | | | All Other Fees | | | | | — | | | | | | — | | | | | Total Fees | | | | $ | 6,320,000 | | | | | $ | 7,351,000 | | | | |
| | 72 | | | INTUIT 2022 Proxy Statement | Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting firm | | | | | | | |
Audit Fees These fees consist of amounts for professional services rendered in connection with the integrated audit of our financial statements and internal control over financial reporting, review of the interim financial statements included in quarterly reports, and statutory and regulatory filings or engagements. Audit-Related Fees Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including agreed-upon audit procedures that focus on a specific business process. For fiscal 2021, audit-related fees consisted of fees for agreed-upon procedures for our Consumer Tax business. For fiscal 2020, audit-related fees consisted of fees for due diligence in connection with potential business combinations and fees for agreed-upon procedures for our Consumer Tax business. Tax Fees Tax fees consist of fees for tax compliance, tax planning, and tax advice. For fiscal 2021, tax fees consisted of tax services for our new Credit Karma subsidiary. Intuit paid no tax fees to Ernst & Young for fiscal 2020. All Other Fees Intuit paid no other fees to Ernst & Young for fiscal 2021 or fiscal 2020. For more information about Ernst & Young, see the “Audit and Risk Committee Report.” | | | | | | The Board recommends that you vote FOR the ratification of the selection of Ernst & Young LLP. | | |
| | | | | | | | Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting firm | INTUIT 2022 Proxy Statement | | | 73 | |
Audit and Risk
Committee Report We, the members of the Audit and Risk Committee, assist the Board in fulfilling its responsibilities by overseeing Intuit’s accounting and financial reporting processes; the qualifications, independence and performance of Intuit’s independent registered public accounting firm; the performance of Intuit’s internal audit department; and Intuit’s internal controls. We also are responsible for selecting, evaluating and setting the compensation of Intuit’s independent registered public accounting firm. Intuit’s management is responsible for the preparation, presentation and integrity of Intuit’s financial statements, including setting accounting and financial reporting principles and designing Intuit’s system of internal control over financial reporting. The Audit and Risk Committee has selected Ernst & Young as Intuit’s independent registered public accounting firm, with responsibility for performing an independent audit of Intuit’s consolidated financial statements and for expressing opinions on the conformity of Intuit’s audited financial statements with generally accepted accounting principles and the effectiveness of Intuit’s internal control over financial reporting. The Audit and Risk Committee oversees these processes, although members of the Audit and Risk Committee are not engaged in the practice of auditing or accounting. During the fiscal year ended July 31, 2021, the Audit and Risk Committee carried out the duties and responsibilities as outlined in its charter, including the following specific actions: •
Reviewed and discussed with management and the independent registered public accounting firm Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC; •
Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting; •
Reviewed with the independent registered public accounting firm and management the audit scope and plan; •
Reviewed the internal audit plan with the internal auditor; and •
Met in periodic executive sessions with each of the independent registered public accounting firm, representatives of management, and the internal auditor. We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, 2021, and Ernst & Young’s opinion on the audited financial statements and the effectiveness of Intuit’s internal control over financial reporting. Ernst & Young represented that its presentations included the matters required to be discussed with the Audit and Risk Committee by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit and Risk Committee recognizes the importance of maintaining the independence of Intuit’s independent registered public accounting firm, both in fact and appearance. Consistent with its charter, the Audit and Risk Committee has made an evaluation and concluded that Ernst & Young is qualified and independent. In addition, we have received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with us concerning independence and discussed with Ernst & Young the firm’s independence. Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the committee’s charter, we recommended to the Board that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal 2021. We also selected Ernst & Young as Intuit’s independent registered public accounting firm for fiscal 2022. Audit and Risk Committee Members Dennis D. Powell (Chair)
Richard L. Dalzell
Thomas Szkutak
Raul Vazquez | | 74 | | | INTUIT 2022 Proxy Statement | Audit and Risk Commitee Report | | | | | | | |
Proposal No. 4
Approval of Amended and Restated 2005 Equity Incentive Plan General In October 2004, our stockholders approved the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In each of 2005, 2006, 2007, 2008, 2009, 2011, 2014 and 2017, our stockholders approved extensions to the term of the Plan, increases to the number of shares available under the Plan, and certain other amendments as brought before the stockholders from time to time. On October 20, 2021, our Compensation Committee approved amendments to the Plan. These amendments: (1) increase the number of shares available for issuance under the Plan, (2) extend the term of the Plan, and (3) make certain other amendments described more fully below, including removal of historical language related to Section 162(m) of the Code that no longer applies to outstanding awards granted under the Plan or any awards that may be granted in the future. While these amendments have been included in a single amendment and restatement of the Plan, the only amendments that require stockholder approval are the share increase and extension of the term of the Plan. In the discussion of this proposal, we refer to the currently existing version of the 2005 Equity Incentive Plan as the “Plan,” and we refer to the version of the 2005 Equity Incentive Plan that we are asking stockholders to approve as the “Restated 2005 Plan.” If the stockholders approve this proposal, the Restated 2005 Plan will become effective on the date of the 2022 Annual Meeting (the “Effective Date”). As discussed in further detail below in the section entitled “Material Amendments — Increase in Share Reserve,” the proposed increase includes the remaining available share reserve from the Credit Karma, Inc. 2015 Equity Incentive Plan (the “Credit Karma Plan”). Upon approval of this amendment by the stockholders, no further awards may be granted under the Credit Karma Plan. Material Amendments The material differences between the Plan and the Restated 2005 Plan are described below. For further information on the terms of the Restated 2005 Plan as proposed, we encourage you to refer to the text of the Restated 2005 Plan, a copy of which has been filed with this proxy statement as Appendix B. Increase in Share Reserve. As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, reduced by new grants made after October 31, 2021 and before the Effective Date under the Plan or under the Credit Karma Plan (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or stock appreciation right (“SAR”) granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated 2005 Plan should be sufficient to cover the company’s projected stock grants for a period of approximately three to four years, including annual equity grants that are expected to be made in July 2022. After the Effective Date, no awards may be granted under the Credit Karma Plan. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 75 | |
The following table shows certain information about the Plan and the Credit Karma Plan, including outstanding awards, as of October 31, 2021: | | | | | | | | | | | | Number of shares that were authorized for future grant under the Plan and the Credit Karma Plan, in the aggregate(1)(2) | | | | | 19,589,256 | | | | | Number of full-value awards (restricted stock units and performance-based restricted stock units) outstanding at October 31, 2021 | | | | | 8,321,167 | | | | | Number of stock options outstanding at October 31, 2021 | | | | | 2,146,061 | | | | | Weighted average remaining term of outstanding options | | | | | 4.10 | | | | | Weighted average exercise price of outstanding options | | | | $ | 252.58 | | |
(1)
Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. As of the Effective Date, the authorization will be reduced by the number of shares granted under the Plan or the Credit Karma Plan after October 31, 2021 and prior to the Effective Date adjusted by the fungible ratio. After the Effective Date, no awards may be granted under the Credit Karma Plan. (2)
Equals the sum of 16,303,315 shares remaining available for issuance under the Plan and 3,285,941 shares remaining available for issuance under the Credit Karma Plan, in each case as of October 31, 2021, with the Credit Karma Plan shares adjusted for the Plan’s 2.3 fungible ratio (i.e. 1,428,670 shares times 2.3 equals 3,285,941 shares). Term. Currently, the term of the Plan is set to expire on January 19, 2027. The term of the Restated 2005 Plan would expire on January 20, 2032, unless extended by stockholder approval in the future. Burn Rate and Overhang In setting and recommending to stockholders the number of additional shares to authorize under the Restated 2005 Plan, the Compensation Committee considered the historical number of equity awards granted under the Plan, and, as applicable, the Credit Karma Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows: | | Fiscal Year | | | Stock Options
Granted
(A) | | | Full-Value
Awards Granted
(RSUs and PSUs)
(B) | | | Total
(A) + (B) | | | Basic
Weighted Average
Common Shares
Outstanding | | | Burn Rate | | | | 2021 | | | | | 323,000 | | | | | | 4,652,000(1) | | | | | | 4,975,000 | | | | | | 270,000,000 | | | | 1.84% | | | | 2020 | | | | | 382,000 | | | | | | 2,657,000 | | | | | | 3,039,000 | | | | | | 261,000,000 | | | | 1.16% | | | | 2019 | | | | | 487,000 | | | | | | 2,452,000 | | | | | | 2,939,000 | | | | | | 260,000,000 | | | | 1.13% | | | | Three-year average | | | | | | | | | | | | | | | | | | | | | | | | | | | 1.38% | |
(1)
Includes 809,000 RSUs and 775,000 restricted shares granted under the Credit Karma Plan to Credit Karma employees in connection with the acquisition of Credit Karma in December 2020 and excludes 1,998,000 Credit Karma awards assumed in the acquisition. In addition, the Compensation Committee took into account an additional 572,947 shares subject to restricted stock units that we granted to Mailchimp employees on November 1, 2021. These restricted stock units were granted in substitution of Mailchimp equity awards that were outstanding when we acquired the company. After November 1, 2021, no awards may be granted under any Mailchimp equity plan. An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted (in each case, with no adjustment for the fungible ratio), divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the Record Date was 9.8% as a percent of fully-diluted common shares outstanding. If the Restated 2005 Plan is approved, our approximate potential overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 14.7% and then will decline over time. In addition to the preceding information, the following are the factors that were material to the evaluation of the Compensation Committee, with input from management and its independent compensation consultant, in determining acceptable and targeted levels of dilution: (1) competitive data from relevant peer companies; (2) the current and future accounting expense associated with Intuit’s equity award practices; (3) input from stockholders; and (4) the standards of stockholder advisory firms. Intuit’s equity programs are assessed on an ongoing basis against these (and other) measures and the Compensation Committee regularly consults with management and the independent compensation consultant. | | 76 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
Request for Stockholder Approval Much of our future success and growth as a company depends on our ability to attract, retain and motivate qualified, high-performing employees and our stock-based compensation program is critical to this workforce development strategy. This is especially important in areas that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, data science, customer success and sales. Equity compensation is a very effective incentive and retention tool that encourages and rewards employee performance that aligns with stockholders’ interests. In addition, when the company makes employee compensation decisions, equity grants are rendered in their cash equivalent value so that there is full transparency regarding the costs involved. We believe that the Restated 2005 Plan is an essential platform for attracting, retaining and motivating our employees, and we request your approval of the Restated 2005 Plan. Approval of this Proposal No. 4 requires the affirmative vote of the majority of the shares of common stock entitled to vote on this proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal. | | | | | | The Board recommends that you vote FOR the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan. | | |
Approval of the Restated 2005 Plan enables Intuit to achieve, among others, the following objectives: 1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors. We are requesting approval of 18,000,000 additional shares for the Restated 2005 Plan, which will provide for grants for both new hires and current and future employees. 2. Furthering compensation and governance best practices. The Restated 2005 Plan includes a number of features that are widely considered to be best practices in compensation or corporate governance. The Restated 2005 Plan is administered by the Compensation Committee, which is comprised solely of directors who are “independent” based on the standards set forth by NASDAQ. The Restated 2005 Plan includes limits on awards to non-employee directors. It includes a recoupment or “clawback” provision that mandates the forfeiture of gains related to performance-based awards of any participant whose fraud or misconduct is a significant contributing factor to any restatement of financial results. All options or SARs must have an exercise price that is at least 100% of the fair market value of the common shares on the date of grant. The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. The Restated 2005 Plan prohibits the payment of dividends or dividend equivalents on unvested awards. The Restated 2005 Plan also does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan) and does not provide for any tax gross-ups or tax reimbursement in connection with any type of equity award that may be granted under its terms. In order to continue these best practices, we are requesting the term of the Plan be extended until January 20, 2032, resulting in the ability to continue granting awards under the Restated 2005 Plan until that date. Background on Stock Compensation at Intuit We believe that employee stock ownership has been a significant contributing factor to our financial performance. Historically, we have granted RSUs to the majority of our year-round employees, and our equity granting practices have been an important component of our overall compensation program. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our higher performing employees receive annual equity awards. We believe that RSUs align our employees’ interests directly with those of other stockholders, as they provide greater value to employees as Intuit’s stock price increases. We believe that stock options align our employees’ interests directly with those of our other stockholders because an employee only realizes value from an option if the stock price increases after the date of the award. We also believe that stock-based compensation will be an essential component of our ability to drive our future performance. Our ability to grant stock-based compensation is critical to our ability to attract, retain and motivate the employee talent that we need to execute on our strategy. Therefore, we consider approval of the Restated 2005 Plan to be vital to Intuit’s continued success. Purpose of the Plan The Restated 2005 Plan will allow Intuit, under the direction of the Compensation Committee, to make broad-based grants of options, SARs, restricted stock awards, and RSUs to employees and non-employee directors, within the limits set forth in the Restated 2005 Plan. The purpose of these equity awards is to attract, retain and motivate employees and non-employee directors who have the skills and experience that are necessary to drive our growth, further align their interests with those of our stockholders, and continue to link employee compensation with Intuit’s financial performance. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 77 | |
Key Terms of the Restated 2005 Plan The following is a summary of the key provisions of the Restated 2005 Plan, as it would become effective if the stockholders approve this Proposal No. 4. This summary does not purport to be a complete description of all the provisions of the Restated 2005 Plan. A copy of the Restated 2005 Plan has been filed with this proxy statement as Appendix B, and the following description of the Restated 2005 Plan is qualified in its entirety by reference to that Appendix. | | Plan Termination Date: | | | January 20, 2032 | | | | Eligible Participants: | | | Employees of Intuit and its subsidiaries, non-employee directors of Intuit and certain advisors and consultants of Intuit and its subsidiaries are eligible to receive awards under the Restated 2005 Plan. As of October 31, 2021 there were approximately 14,209 individuals eligible to participate in the Plan, including approximately 14,200 employees and nine non-employee directors. Intuit uses the services of a significant number of advisors and consultants at any given point in time, but Intuit has a long-standing practice of not granting awards under the Restated 2005 Plan to its advisors and consultants, and at this time does not foresee changing that practice. | | | | Closing Stock Price: | | | The closing price of Intuit’s common stock on NASDAQ on October 29, 2021, the last business day of that month, was $625.99. | | | | Share Reserve: | | | As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, less grants made under the Plan or the Credit Karma Plan after October 31, 2021 and before the Effective Date (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Shares that are subject to awards that have been forfeited, expired or settled for cash (in whole or part), or tendered or withheld in satisfaction of withholding tax liabilities arising from an award granted on or after July 21, 2016 other than an option or SAR will be added to the shares available for awards under the Restated 2005 Plan at the fungible ratio described above. After October 31, 2021, these share counting rules will apply to awards granted under the Credit Karma Plan. | | | | Award Types: | | | (1) Restricted Stock Units (RSUs)
(2) Non-qualified and incentive stock options
(3) Stock Appreciation Rights (SARs)
(4) Restricted Stock Awards
(5) Cash-Based Awards | | | | Fungible Share Reserve: | | | Each share subject to an option or SAR will reduce the share reserve by one (1) share, and each share subject to restricted stock or an RSU will reduce the share reserve by two and three-tenths (2.3) shares. Each share that is credited back to the Restated 2005 Plan (under the circumstances described above under “Share Reserve”) will increase the share reserve by one (1) share if the share had been subject to an option or SAR, and by two and three-tenths (2.3) shares if the share had been subject to a restricted stock or an RSU. | | | | Individual Share Limits: | | | No more than 2,000,000 shares (3,000,000 for a new hire grant) may be made subject to awards to a single participant in any fiscal year. The maximum cash amount payable pursuant to all cash-based awards granted in any calendar year to any participant will not exceed five million dollars ($5,000,000). Share limits have been in place since the Plan was first established in 2005 and the limit on cash-based awards was introduced later. Historically, these limits were necessary for awards to qualify as performance-based compensation under Section 162(m) of the Code, and have been retained as a matter of good corporate governance, and are greater than the number of options or other awards that Intuit has granted to any individual in the past. We are not proposing changes to these limits. These limits do not signal any intent on our part to significantly change our practices regarding the grant of equity awards or other awards to our executive officers. | |
| | 78 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
| | Performance Criteria: | | | The grant or vesting of awards may be based on any one or more of the following performance criteria, or growth or other changes in the amount, rate or value of one or more performance criteria, either individually, alternatively or in any combination, applied to Intuit as a whole or to one or more business units or subsidiaries, either individually, alternatively or in any combination, and measured over a performance period to be determined by Intuit’s Compensation Committee, on an absolute basis or relative to a pre-established target, to previous results or to a designated comparison group, either based upon GAAP or non-GAAP financial results, in each case as specified by Intuit’s Compensation Committee (or subcommittee): (i) cash flow (before or after dividends); (ii) earnings per share (including earnings before interest, taxes, depreciation and/or amortization); (iii) stock price; (iv) return on equity; (v) total stockholder return; (vi) return on capital (including return on total capital or return on invested capital); (vii) return on assets or net assets; (viii) market capitalization; (ix) economic value added; (x) debt leverage (debt to capital); (xi) revenue or net revenue; (xii) income or net income; (xiii) operating income; (xiv) operating profit or net operating profit; (xv) operating margin or profit margin; (xvi) return on operating revenue; (xvii) cash from operations; (xviii) operating ratio; (xix) operating revenue; (xx) contract value; (xxi) client renewal rate; (xxii) operating cash flow return on income; (xxiii) adjusted operating cash flow return on income; (xxiv) employee productivity and satisfaction metrics; (xxv) market share; (xxvi) strategic positioning; (xxvii) new product releases; or (xxxviii) such other criteria as selected by the Compensation Committee in its sole discretion. These performance criteria may differ for awards granted to any one participant or to different participants. | | | | Vesting: | | | Vesting of awards granted to employees is determined by the Compensation Committee and may be based on the completion of a specified period of service with Intuit, on the attainment of pre-established performance goals, on such other factors as the Compensation Committee determines, or on a combination of the foregoing. Although subject to change at any time at the Compensation Committee’s sole discretion, options and “time-based” RSUs granted to employees generally vest over four years. “Performance-based” RSUs generally vest over three years, contingent on the satisfaction of pre-established performance goals. RSUs issued to non-employee directors under our current grant program generally vest over a period of one year, depending on the type of grant, and are generally subject to a mandatory deferral period of five years. | | | | Other Award Terms: | | | Stock options will have a term no longer than seven years consistent with Intuit’s long-standing policy (although the Restated 2005 Plan does permit the grant of options with a term of up to ten years). SARs will have a term no longer than seven years. Options and SARs will have an exercise price no less than 100% of the fair market value of Intuit’s common stock on the date of grant (except for certain options granted in connection with a merger or other acquisition as substitute or replacement awards). Unless otherwise provided in an award agreement, upon termination of employment for any reason other than death or “Disability” (as defined in the Restated 2005 Plan), stock options will cease to vest. Options granted to directors, or to employees who have been actively employed by Intuit for at least one year, and in either case who die or incur a Disability will vest in full, unless otherwise provided in the award agreement. Upon termination of employment, restricted stock awards generally will cease to vest and the participant will be entitled to retain the shares only to the extent earned as of the date of termination. The effect of termination of service on SARs and RSUs is specified in the applicable award agreements. | | | | | | | Dividends or distributions paid with respect to shares subject to restricted stock awards will be retained by Intuit and paid to the applicable participant at the same time that the shares with respect to which such dividends or distributions were paid are released from the restrictions of the award. A participant will be entitled to receive dividend equivalent rights prior to the issuance of shares subject to RSUs to the extent and under the terms and conditions provided in the applicable award agreement. However, any such dividend equivalent rights will be paid upon the date the RSUs with respect to which such dividend equivalent rights are payable become vested, and will be forfeited to the extent the underlying award does not vest. Except with respect to RSUs, dividend equivalent rights will not be granted alone or in connection with any award payable under the Restated 2005 Plan. | |
| | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 79 | |
| | Repricing Prohibited: | | | The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. Notwithstanding the foregoing in the event of a Corporate Transaction (as defined in the Restated 2005 Plan), any option or SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Intuit’s common stock (on a per share basis) may be cancelled without any consideration. | | | | Recoupment of Awards: | | | If Intuit issues a restatement of its financial results after the distribution of shares or cash upon settlement of an award with vesting conditioned on the achievement of performance goals, then a participant will be required to return to Intuit the value of the award that would not have vested or been issued based on the restated financial results. This recoupment provision applies to a participant whose fraud or misconduct was a significant contributing factor to the restatement of financial results. | | | | Non-Transferability: | | | Awards granted under the Restated 2005 Plan are not transferable except by will or the laws of descent and distribution except that the Compensation Committee or its authorized delegates may consent to permit the transfer of an award other than an incentive stock option by gift or domestic relations order to an “authorized transferee” as defined in the Restated 2005 Plan. Transfers by an individual for consideration are prohibited. | | | | Administration: | | | The Compensation Committee will administer the Restated 2005 Plan. To the extent required by applicable law (such as Rule 16b-3 under the Securities Exchange Act of 1934), certain awards may be administered by a qualifying subcommittee. The Restated 2005 Plan also allows the Compensation Committee to delegate to one or more officers of Intuit the ability to grant awards and take certain other actions with respect to participants who are not executive officers or directors, within such limits as the Compensation Committee establishes, and to approve certain changes to the forms and award agreements under the Restated 2005 Plan. The Compensation Committee will select the individuals who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the Restated 2005 Plan, establish the terms, conditions and other provisions of the awards. The Compensation Committee may interpret the Restated 2005 Plan and establish, amend and rescind any rules relating to the Restated 2005 Plan, including adoption of rules, procedures or sub-plans applicable to particular subsidiaries or employees in particular locations. The Compensation Committee may address unanticipated events and make all other determinations necessary or advisable for the administration of the Restated 2005 Plan. | | | | Corporate Transactions: | | | In the event of a Corporate Transaction (as defined in the Restated 2005 Plan) involving Intuit, any outstanding awards granted under the Restated 2005 Plan may be assumed, continued, replaced, or substituted by the successor, which assumption, continuation, replacement, or substitution shall be binding on all participants. In the event such successor refuses to assume, continue, replace, or substitute the awards, the awards will vest as to 100% of the underlying shares (based on such further terms and conditions, if any, provided in the applicable award agreement). For purposes of the Restated 2005 Plan, “corporate Transactions” include certain mergers, consolidations, or similar transactions; dissolutions or liquidations; certain sales or transfers of all or substantially all the assets of Intuit; and certain other transactions that qualify as a “corporate transaction” under Section 424(a) of the Code. | | | | Amendment and Termination: | | | The Board or the Compensation Committee may terminate, amend or suspend the Restated 2005 Plan, provided that no such action may be taken to amend this Plan in any manner (including an amendment to reduce or permit the reduction of the exercise of an option or SAR) that requires stockholder approval pursuant to the Code or the regulations promulgated thereunder, or pursuant to the Securities Exchange Act of 1934 or any rule promulgated thereunder, or pursuant to NASDAQ rules. In addition, neither the Board not the Compensation Committee may amend an outstanding award in a manner that materially impairs the rights of a participant without such participant’s consent, except as expressly authorized in the Restated 2005 Plan. | |
| | 80 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
New Plan Benefits Intuit’s executive officers and directors have an interest in approval of the Restated 2005 Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated 2005 Plan to executive officers cannot currently be determined. Awards granted under the Restated 2005 Plan to executive officers are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Although not required by the Restated 2005 Plan, and subject to change at any time at the Compensation Committee’s sole discretion, Intuit’s current approved program generally provides for an annual grant for non-employee directors of RSUs covering the number of shares equal to $260,000. Each non-employee director also has the ability to elect to convert all of the director’s cash retainer(s) otherwise payable to the director during a calendar year into RSUs. Aggregate Past Grants Under the Plan The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of Intuit common stock subject to option grants, stock grants and RSU grants under the Plan in the 16 years since the Plan’s inception in 2005 through October 31, 2021. | | Name | | | Number of
Options
Granted (#) | | | Number of
Restricted Stock
Units and
Restricted
Shares Granted
(#) | | | | Named Executive Officers: | | | | | | | | | | | | | | | | Sasan K. Goodarzi | | | | | 1,017,281 | | | | | | 721,395 | | | | | Michelle M. Clatterbuck | | | | | 250,343 | | | | | | 137,397 | | | | | J. Alexander Chriss | | | | | 226,083 | | | | | | 117,977 | | | | | Gregory N. Johnson | | | | | 264,279 | | | | | | 132,414 | | | | | Marianna Tessel | | | | | 116,885 | | | | | | 103,136 | | | | | All current executive officers as a group (10 persons) | | | | | 5,463,202 | | | | | | 3,958,431 | | | | | All current non-executive directors as a group (9 persons) | | | | | 342,500 | | | | | | 163,764 | | | | | All employees, excluding current executive officers | | | | | 64,650,602 | | | | | | 48,653,965 | | |
U.S. Federal Tax Consequences Stock option grants under the Restated 2005 Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied. For restricted stock awards, no taxes are due when the award is initially made (unless the recipient makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. Similarly, for RSUs, the award generally becomes taxable when the shares vest. Income tax is paid at ordinary rates on the value of the RSUs when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. A participant will have taxable income at the time a cash-based award becomes payable and, if the participant has timely elected deferral to a later date, at such later date. At these times, the participant will recognize ordinary income equal to the value of the amount then payable. The Restated 2005 Plan has been drafted with the intention of avoiding the application of taxes under Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 81 | |
Equity Compensation Plan InformationAudit-Related Fees
The following table contains information about securities authorizedAudit-related fees consist of fees for issuance under allassurance and related services that are reasonably related to the performance of Intuit’s equity compensation plans asthe audit or review of July 31, 2020.
| | Plan Category | | | Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(#) (a)(1) | | | Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
($) (b)(1) | | | Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected
in Column (a))
(#) (c)(1) | | | | Equity compensation plans approved by security holders | | | | | 8,344,070(2) | | | | | | 185.91 | | | | | | 19,503,302(5) | | | | | Equity compensation plans not approved by security holders | | | | | 1,151(3) | | | | | | 4.65 | | | | | | — | | | | | Total | | | | | 8,345,221(4) | | | | | | 185.83 | | | | | | 19,503,302 | | | | |
(1)
RSUs have been excluded for purposes of computing weighted average exercise prices.
(2)
Represents 2.680 million shares issuable upon exercise of options and 5.664 million shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stockour financial statements, including agreed-upon audit procedures that focus on a one-for-one basis.
(3)
Represents 1,086 shares issuable upon exercisespecific business process. For fiscal 2021, audit-related fees consisted of options and 65 shares issuable upon vestingfees for agreed-upon procedures for our Consumer Tax business. For fiscal 2020, audit-related fees consisted of RSU awards that were assumedfees for due diligence in connection with corporate acquisitions.potential business combinations and fees for agreed-upon procedures for our Consumer Tax business.
Tax Fees
(4)
Represents 2.681 million shares issuable upon exerciseTax fees consist of optionsfees for tax compliance, tax planning, and 5.664 million shares issuable upon vestingtax advice. For fiscal 2021, tax fees consisted of RSU awards.
(5)
Represents 18.047 million shares availabletax services for issuance under our 2005 Equity Incentive Plan and 1.456 million shares available for issuance under our Employee Stock Purchase Plan. For a description of the material terms of the 2005 Equity Incentive Plan and Employee Stock Purchase Plan, please see footnote 11new Credit Karma subsidiary. Intuit paid no tax fees to our financial statements filed with our Form 10-KErnst & Young for fiscal 2020.
All Other Fees
Intuit paid no other fees to Ernst & Young for fiscal 2021 or fiscal 2020. For more information about Ernst & Young, see the “Audit and Risk Committee Report.” | | | | | | The Board recommends that you vote FOR the ratification of the selection of Ernst & Young LLP. | | |
73INTUIT2021| | | | | | | | Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting firm | INTUIT 2022 Proxy Statement |Executive Compensation Tables|Equity Compensation Plan Information | | | 73 | |
CEO Pay Ratio
Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, presented below is the ratio of the annualized total compensation of Mr. Goodarzi to the annual total compensation of our median employee (excluding the CEO). We used the same median employee for fiscal 2020 as for fiscal 2019 and fiscal 2018 in our pay ratio calculation because there were no changes in our employee population or employee compensation arrangements in fiscal 2020 that we reasonably believe would result in a significant change to our pay ratio disclosure.
In fiscal 2018, we identified our median employee from all full-time, part-time, and seasonal workers in the U.S., Canada, India and the United Kingdom who were included as employees on our payroll records as of a determination date of May 31, 2018, based on gross wages paid during the twelve-month period ending on that date. For permanent employees hired during the twelve-month period, compensation was annualized to reflect a full year of wages. Compensation for international employees was converted to U.S. dollar equivalents using exchange rates as of the determination date. As permitted by SEC rules, we excluded approximately 124 employees located in Australia, 39 employees located in Brazil, 37 employees located in France, 1 employee located in Germany, 146 employees located in Israel, and 34 employees located in Singapore, who in the aggregate represented approximately 4% of our 9,381 employees, resulting in an employee population of 9,000.
Mr. Goodarzi’s annual total compensation for fiscal 2020 was $20,324,211, as reported in the Summary Compensation Table of this proxy statement. The fiscal 2020 annual total compensation for our median employee was $167,164 as determined under Item 402 of Regulation S-K. The ratio of our CEO’s annualized total compensation to our median employee’s annual total compensation for fiscal 2020 is 122 to 1.
The ratio presented above is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own ratios.
CEO Pay Ratio |Executive Compensation Tables|INTUIT2021 Proxy Statement74
![[MISSING IMAGE: ig_2021-pgbannerleft.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-129369/ig_2021-pgbannerleft.jpg) Proposal No. 3
RatificationWe, the members of Selectionthe Audit and Risk Committee, assist the Board in fulfilling its responsibilities by overseeing Intuit’s accounting and financial reporting processes; the qualifications, independence and performance of Independent Registered Public Accounting FirmIntuit’s independent registered public accounting firm; the performance of Intuit’s internal audit department; and Intuit’s internal controls. We also are responsible for selecting, evaluating and setting the compensation of Intuit’s independent registered public accounting firm. Intuit’s management is responsible for the preparation, presentation and integrity of Intuit’s financial statements, including setting accounting and financial reporting principles and designing Intuit’s system of internal control over financial reporting.
Intuit’sThe Audit and Risk Committee has selected Ernst & Young LLP as theIntuit’s independent registered public accounting firm, to perform thewith responsibility for performing an independent audit of Intuit’s consolidated financial statements and for expressing opinions on the conformity of Intuit’s audited financial statements with generally accepted accounting principles and the effectiveness of ourIntuit’s internal control over financial reporting for the fiscal year ending July 31, 2021. As a matter of good corporate governance, we are asking stockholders to ratify this selection. If the selection of Ernst & Young is not ratified, thereporting. The Audit and Risk Committee will consider whether it should select another independent registered public accounting firm.
Representatives of Ernst & Young are expected to attend the Meeting virtually. They will have the opportunity to make a statement if they wish, and will be available to respond to appropriate questions from stockholders.
The Audit and Risk Committee’s Policy on Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm
It is the policyoversees these processes, although members of the Audit and Risk Committee to pre-approve, nearare not engaged in the beginningpractice of eachauditing or accounting.
During the fiscal year all auditended July 31, 2021, the Audit and permissible non-audit services to be provided byRisk Committee carried out the duties and responsibilities as outlined in its charter, including the following specific actions: •
Reviewed and discussed with management and the independent registered public accounting firm during that fiscal year. The AuditIntuit’s quarterly earnings announcements, consolidated financial statements, and Risk Committee authorizes specific projects within categoriesrelated periodic reports filed with the SEC; •
Reviewed with management its assessment of services, subject to a budget for each project. The Audit and Risk Committee also may pre-approve particular services during the fiscal year on a case-by-case basis. Theeffectiveness of Intuit’s internal control over financial reporting; •
Reviewed with the independent registered public accounting firm and management periodically reportthe audit scope and plan; •
Reviewed the internal audit plan with the internal auditor; and •
Met in periodic executive sessions with each of the independent registered public accounting firm, representatives of management, and the internal auditor. We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, 2021, and Ernst & Young’s opinion on the audited financial statements and the effectiveness of Intuit’s internal control over financial reporting. Ernst & Young represented that its presentations included the matters required to be discussed with the Audit and Risk Committee by applicable requirements of the actual fees incurred versusPublic Company Accounting Oversight Board (PCAOB) and the pre-approved budget.SEC. Fees Paid toThe Audit and Risk Committee recognizes the importance of maintaining the independence of Intuit’s independent registered public accounting firm, both in fact and appearance. Consistent with its charter, the Audit and Risk Committee has made an evaluation and concluded that Ernst & Young
The following table shows fees that is qualified and independent. In addition, we paid (or accrued) for professional services rendered byhave received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with us concerning independence and discussed with Ernst & Young the firm’s independence.
Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the committee’s charter, we recommended to the Board that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal 20202021. We also selected Ernst & Young as Intuit’s independent registered public accounting firm for fiscal 2022. Audit and fiscal 2019: | | Fee Category | | | Fiscal 2020 | | | Fiscal 2019 | | | | Audit Fees | | | | $ | 5,570,000 | | | | | $ | 5,162,000 | | | | | Audit-Related Fees | | | | | 1,781,000 | | | | | | 49,000 | | | | | Tax Fees | | | | | — | | | | | | — | | | | | All Other Fees | | | | | — | | | | | | — | | | | | Total Fees | | | | $ | 7,351,000 | | | | | $ | 5,211,000 | | | | |
Audit FeesRisk Committee Members
These fees consist of amounts for professional services rendered in connection with the integrated audit of our financial statements and internal control over financial reporting, review of the interim financial statements included in quarterly reports, and statutory and regulatory filings or engagements.Dennis D. Powell (Chair)
Richard L. Dalzell
Thomas Szkutak
Raul Vazquez
| | 74 | | | INTUIT 2022 Proxy Statement | Audit and Risk Commitee Report | | | | | | | |
75INTUIT2021 Proxy Statement |Proposal No. 3 Ratification4
Approval of SelectionAmended and Restated 2005 Equity Incentive Plan General In October 2004, our stockholders approved the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In each of Independent Registered Public Accounting Firm2005, 2006, 2007, 2008, 2009, 2011, 2014 and 2017, our stockholders approved extensions to the term of the Plan, increases to the number of shares available under the Plan, and certain other amendments as brought before the stockholders from time to time. On October 20, 2021, our Compensation Committee approved amendments to the Plan. These amendments: (1) increase the number of shares available for issuance under the Plan, (2) extend the term of the Plan, and (3) make certain other amendments described more fully below, including removal of historical language related to Section 162(m) of the Code that no longer applies to outstanding awards granted under the Plan or any awards that may be granted in the future. While these amendments have been included in a single amendment and restatement of the Plan, the only amendments that require stockholder approval are the share increase and extension of the term of the Plan. In the discussion of this proposal, we refer to the currently existing version of the 2005 Equity Incentive Plan as the “Plan,” and we refer to the version of the 2005 Equity Incentive Plan that we are asking stockholders to approve as the “Restated 2005 Plan.” If the stockholders approve this proposal, the Restated 2005 Plan will become effective on the date of the 2022 Annual Meeting (the “Effective Date”). As discussed in further detail below in the section entitled “Material Amendments — Increase in Share Reserve,” the proposed increase includes the remaining available share reserve from the Credit Karma, Inc. 2015 Equity Incentive Plan (the “Credit Karma Plan”). Upon approval of this amendment by the stockholders, no further awards may be granted under the Credit Karma Plan. Material Amendments The material differences between the Plan and the Restated 2005 Plan are described below. For further information on the terms of the Restated 2005 Plan as proposed, we encourage you to refer to the text of the Restated 2005 Plan, a copy of which has been filed with this proxy statement as Appendix B. Increase in Share Reserve. As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, reduced by new grants made after October 31, 2021 and before the Effective Date under the Plan or under the Credit Karma Plan (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or stock appreciation right (“SAR”) granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated 2005 Plan should be sufficient to cover the company’s projected stock grants for a period of approximately three to four years, including annual equity grants that are expected to be made in July 2022. After the Effective Date, no awards may be granted under the Credit Karma Plan. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 75 | |
The following table shows certain information about the Plan and the Credit Karma Plan, including outstanding awards, as of October 31, 2021: | | | | | | | | | | | | Number of shares that were authorized for future grant under the Plan and the Credit Karma Plan, in the aggregate(1)(2) | | | | | 19,589,256 | | | | | Number of full-value awards (restricted stock units and performance-based restricted stock units) outstanding at October 31, 2021 | | | | | 8,321,167 | | | | | Number of stock options outstanding at October 31, 2021 | | | | | 2,146,061 | | | | | Weighted average remaining term of outstanding options | | | | | 4.10 | | | | | Weighted average exercise price of outstanding options | | | | $ | 252.58 | | |
(1)
Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. As of the Effective Date, the authorization will be reduced by the number of shares granted under the Plan or the Credit Karma Plan after October 31, 2021 and prior to the Effective Date adjusted by the fungible ratio. After the Effective Date, no awards may be granted under the Credit Karma Plan. (2)
Equals the sum of 16,303,315 shares remaining available for issuance under the Plan and 3,285,941 shares remaining available for issuance under the Credit Karma Plan, in each case as of October 31, 2021, with the Credit Karma Plan shares adjusted for the Plan’s 2.3 fungible ratio (i.e. 1,428,670 shares times 2.3 equals 3,285,941 shares). Term. Currently, the term of the Plan is set to expire on January 19, 2027. The term of the Restated 2005 Plan would expire on January 20, 2032, unless extended by stockholder approval in the future. Burn Rate and Overhang In setting and recommending to stockholders the number of additional shares to authorize under the Restated 2005 Plan, the Compensation Committee considered the historical number of equity awards granted under the Plan, and, as applicable, the Credit Karma Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows: | | Fiscal Year | | | Stock Options
Granted
(A) | | | Full-Value
Awards Granted
(RSUs and PSUs)
(B) | | | Total
(A) + (B) | | | Basic
Weighted Average
Common Shares
Outstanding | | | Burn Rate | | | | 2021 | | | | | 323,000 | | | | | | 4,652,000(1) | | | | | | 4,975,000 | | | | | | 270,000,000 | | | | 1.84% | | | | 2020 | | | | | 382,000 | | | | | | 2,657,000 | | | | | | 3,039,000 | | | | | | 261,000,000 | | | | 1.16% | | | | 2019 | | | | | 487,000 | | | | | | 2,452,000 | | | | | | 2,939,000 | | | | | | 260,000,000 | | | | 1.13% | | | | Three-year average | | | | | | | | | | | | | | | | | | | | | | | | | | | 1.38% | |
(1)
Includes 809,000 RSUs and 775,000 restricted shares granted under the Credit Karma Plan to Credit Karma employees in connection with the acquisition of Credit Karma in December 2020 and excludes 1,998,000 Credit Karma awards assumed in the acquisition. In addition, the Compensation Committee took into account an additional 572,947 shares subject to restricted stock units that we granted to Mailchimp employees on November 1, 2021. These restricted stock units were granted in substitution of Mailchimp equity awards that were outstanding when we acquired the company. After November 1, 2021, no awards may be granted under any Mailchimp equity plan. An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted (in each case, with no adjustment for the fungible ratio), divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the Record Date was 9.8% as a percent of fully-diluted common shares outstanding. If the Restated 2005 Plan is approved, our approximate potential overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 14.7% and then will decline over time. In addition to the preceding information, the following are the factors that were material to the evaluation of the Compensation Committee, with input from management and its independent compensation consultant, in determining acceptable and targeted levels of dilution: (1) competitive data from relevant peer companies; (2) the current and future accounting expense associated with Intuit’s equity award practices; (3) input from stockholders; and (4) the standards of stockholder advisory firms. Intuit’s equity programs are assessed on an ongoing basis against these (and other) measures and the Compensation Committee regularly consults with management and the independent compensation consultant. | | 76 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
Request for Stockholder Approval Much of our future success and growth as a company depends on our ability to attract, retain and motivate qualified, high-performing employees and our stock-based compensation program is critical to this workforce development strategy. This is especially important in areas that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, data science, customer success and sales. Equity compensation is a very effective incentive and retention tool that encourages and rewards employee performance that aligns with stockholders’ interests. In addition, when the company makes employee compensation decisions, equity grants are rendered in their cash equivalent value so that there is full transparency regarding the costs involved. We believe that the Restated 2005 Plan is an essential platform for attracting, retaining and motivating our employees, and we request your approval of the Restated 2005 Plan. Approval of this Proposal No. 4 requires the affirmative vote of the majority of the shares of common stock entitled to vote on this proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal. | | | | | | The Board recommends that you vote FOR the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan. | | |
Approval of the Restated 2005 Plan enables Intuit to achieve, among others, the following objectives: 1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors. We are requesting approval of 18,000,000 additional shares for the Restated 2005 Plan, which will provide for grants for both new hires and current and future employees. 2. Furthering compensation and governance best practices. The Restated 2005 Plan includes a number of features that are widely considered to be best practices in compensation or corporate governance. The Restated 2005 Plan is administered by the Compensation Committee, which is comprised solely of directors who are “independent” based on the standards set forth by NASDAQ. The Restated 2005 Plan includes limits on awards to non-employee directors. It includes a recoupment or “clawback” provision that mandates the forfeiture of gains related to performance-based awards of any participant whose fraud or misconduct is a significant contributing factor to any restatement of financial results. All options or SARs must have an exercise price that is at least 100% of the fair market value of the common shares on the date of grant. The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. The Restated 2005 Plan prohibits the payment of dividends or dividend equivalents on unvested awards. The Restated 2005 Plan also does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan) and does not provide for any tax gross-ups or tax reimbursement in connection with any type of equity award that may be granted under its terms. In order to continue these best practices, we are requesting the term of the Plan be extended until January 20, 2032, resulting in the ability to continue granting awards under the Restated 2005 Plan until that date. Background on Stock Compensation at Intuit We believe that employee stock ownership has been a significant contributing factor to our financial performance. Historically, we have granted RSUs to the majority of our year-round employees, and our equity granting practices have been an important component of our overall compensation program. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our higher performing employees receive annual equity awards. We believe that RSUs align our employees’ interests directly with those of other stockholders, as they provide greater value to employees as Intuit’s stock price increases. We believe that stock options align our employees’ interests directly with those of our other stockholders because an employee only realizes value from an option if the stock price increases after the date of the award. We also believe that stock-based compensation will be an essential component of our ability to drive our future performance. Our ability to grant stock-based compensation is critical to our ability to attract, retain and motivate the employee talent that we need to execute on our strategy. Therefore, we consider approval of the Restated 2005 Plan to be vital to Intuit’s continued success. Purpose of the Plan The Restated 2005 Plan will allow Intuit, under the direction of the Compensation Committee, to make broad-based grants of options, SARs, restricted stock awards, and RSUs to employees and non-employee directors, within the limits set forth in the Restated 2005 Plan. The purpose of these equity awards is to attract, retain and motivate employees and non-employee directors who have the skills and experience that are necessary to drive our growth, further align their interests with those of our stockholders, and continue to link employee compensation with Intuit’s financial performance. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 77 | |
Key Terms of the Restated 2005 Plan The following is a summary of the key provisions of the Restated 2005 Plan, as it would become effective if the stockholders approve this Proposal No. 4. This summary does not purport to be a complete description of all the provisions of the Restated 2005 Plan. A copy of the Restated 2005 Plan has been filed with this proxy statement as Appendix B, and the following description of the Restated 2005 Plan is qualified in its entirety by reference to that Appendix. | | Plan Termination Date: | | | January 20, 2032 | | | | Eligible Participants: | | | Employees of Intuit and its subsidiaries, non-employee directors of Intuit and certain advisors and consultants of Intuit and its subsidiaries are eligible to receive awards under the Restated 2005 Plan. As of October 31, 2021 there were approximately 14,209 individuals eligible to participate in the Plan, including approximately 14,200 employees and nine non-employee directors. Intuit uses the services of a significant number of advisors and consultants at any given point in time, but Intuit has a long-standing practice of not granting awards under the Restated 2005 Plan to its advisors and consultants, and at this time does not foresee changing that practice. | | | | Closing Stock Price: | | | The closing price of Intuit’s common stock on NASDAQ on October 29, 2021, the last business day of that month, was $625.99. | | | | Share Reserve: | | | As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, less grants made under the Plan or the Credit Karma Plan after October 31, 2021 and before the Effective Date (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Shares that are subject to awards that have been forfeited, expired or settled for cash (in whole or part), or tendered or withheld in satisfaction of withholding tax liabilities arising from an award granted on or after July 21, 2016 other than an option or SAR will be added to the shares available for awards under the Restated 2005 Plan at the fungible ratio described above. After October 31, 2021, these share counting rules will apply to awards granted under the Credit Karma Plan. | | | | Award Types: | | | (1) Restricted Stock Units (RSUs)
(2) Non-qualified and incentive stock options
(3) Stock Appreciation Rights (SARs)
(4) Restricted Stock Awards
(5) Cash-Based Awards | | | | Fungible Share Reserve: | | | Each share subject to an option or SAR will reduce the share reserve by one (1) share, and each share subject to restricted stock or an RSU will reduce the share reserve by two and three-tenths (2.3) shares. Each share that is credited back to the Restated 2005 Plan (under the circumstances described above under “Share Reserve”) will increase the share reserve by one (1) share if the share had been subject to an option or SAR, and by two and three-tenths (2.3) shares if the share had been subject to a restricted stock or an RSU. | | | | Individual Share Limits: | | | No more than 2,000,000 shares (3,000,000 for a new hire grant) may be made subject to awards to a single participant in any fiscal year. The maximum cash amount payable pursuant to all cash-based awards granted in any calendar year to any participant will not exceed five million dollars ($5,000,000). Share limits have been in place since the Plan was first established in 2005 and the limit on cash-based awards was introduced later. Historically, these limits were necessary for awards to qualify as performance-based compensation under Section 162(m) of the Code, and have been retained as a matter of good corporate governance, and are greater than the number of options or other awards that Intuit has granted to any individual in the past. We are not proposing changes to these limits. These limits do not signal any intent on our part to significantly change our practices regarding the grant of equity awards or other awards to our executive officers. | |
| | 78 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
| | Performance Criteria: | | | The grant or vesting of awards may be based on any one or more of the following performance criteria, or growth or other changes in the amount, rate or value of one or more performance criteria, either individually, alternatively or in any combination, applied to Intuit as a whole or to one or more business units or subsidiaries, either individually, alternatively or in any combination, and measured over a performance period to be determined by Intuit’s Compensation Committee, on an absolute basis or relative to a pre-established target, to previous results or to a designated comparison group, either based upon GAAP or non-GAAP financial results, in each case as specified by Intuit’s Compensation Committee (or subcommittee): (i) cash flow (before or after dividends); (ii) earnings per share (including earnings before interest, taxes, depreciation and/or amortization); (iii) stock price; (iv) return on equity; (v) total stockholder return; (vi) return on capital (including return on total capital or return on invested capital); (vii) return on assets or net assets; (viii) market capitalization; (ix) economic value added; (x) debt leverage (debt to capital); (xi) revenue or net revenue; (xii) income or net income; (xiii) operating income; (xiv) operating profit or net operating profit; (xv) operating margin or profit margin; (xvi) return on operating revenue; (xvii) cash from operations; (xviii) operating ratio; (xix) operating revenue; (xx) contract value; (xxi) client renewal rate; (xxii) operating cash flow return on income; (xxiii) adjusted operating cash flow return on income; (xxiv) employee productivity and satisfaction metrics; (xxv) market share; (xxvi) strategic positioning; (xxvii) new product releases; or (xxxviii) such other criteria as selected by the Compensation Committee in its sole discretion. These performance criteria may differ for awards granted to any one participant or to different participants. | | | | Vesting: | | | Vesting of awards granted to employees is determined by the Compensation Committee and may be based on the completion of a specified period of service with Intuit, on the attainment of pre-established performance goals, on such other factors as the Compensation Committee determines, or on a combination of the foregoing. Although subject to change at any time at the Compensation Committee’s sole discretion, options and “time-based” RSUs granted to employees generally vest over four years. “Performance-based” RSUs generally vest over three years, contingent on the satisfaction of pre-established performance goals. RSUs issued to non-employee directors under our current grant program generally vest over a period of one year, depending on the type of grant, and are generally subject to a mandatory deferral period of five years. | | | | Other Award Terms: | | | Stock options will have a term no longer than seven years consistent with Intuit’s long-standing policy (although the Restated 2005 Plan does permit the grant of options with a term of up to ten years). SARs will have a term no longer than seven years. Options and SARs will have an exercise price no less than 100% of the fair market value of Intuit’s common stock on the date of grant (except for certain options granted in connection with a merger or other acquisition as substitute or replacement awards). Unless otherwise provided in an award agreement, upon termination of employment for any reason other than death or “Disability” (as defined in the Restated 2005 Plan), stock options will cease to vest. Options granted to directors, or to employees who have been actively employed by Intuit for at least one year, and in either case who die or incur a Disability will vest in full, unless otherwise provided in the award agreement. Upon termination of employment, restricted stock awards generally will cease to vest and the participant will be entitled to retain the shares only to the extent earned as of the date of termination. The effect of termination of service on SARs and RSUs is specified in the applicable award agreements. | | | | | | | Dividends or distributions paid with respect to shares subject to restricted stock awards will be retained by Intuit and paid to the applicable participant at the same time that the shares with respect to which such dividends or distributions were paid are released from the restrictions of the award. A participant will be entitled to receive dividend equivalent rights prior to the issuance of shares subject to RSUs to the extent and under the terms and conditions provided in the applicable award agreement. However, any such dividend equivalent rights will be paid upon the date the RSUs with respect to which such dividend equivalent rights are payable become vested, and will be forfeited to the extent the underlying award does not vest. Except with respect to RSUs, dividend equivalent rights will not be granted alone or in connection with any award payable under the Restated 2005 Plan. | |
| | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 79 | |
| | Repricing Prohibited: | | | The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. Notwithstanding the foregoing in the event of a Corporate Transaction (as defined in the Restated 2005 Plan), any option or SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Intuit’s common stock (on a per share basis) may be cancelled without any consideration. | | | | Recoupment of Awards: | | | If Intuit issues a restatement of its financial results after the distribution of shares or cash upon settlement of an award with vesting conditioned on the achievement of performance goals, then a participant will be required to return to Intuit the value of the award that would not have vested or been issued based on the restated financial results. This recoupment provision applies to a participant whose fraud or misconduct was a significant contributing factor to the restatement of financial results. | | | | Non-Transferability: | | | Awards granted under the Restated 2005 Plan are not transferable except by will or the laws of descent and distribution except that the Compensation Committee or its authorized delegates may consent to permit the transfer of an award other than an incentive stock option by gift or domestic relations order to an “authorized transferee” as defined in the Restated 2005 Plan. Transfers by an individual for consideration are prohibited. | | | | Administration: | | | The Compensation Committee will administer the Restated 2005 Plan. To the extent required by applicable law (such as Rule 16b-3 under the Securities Exchange Act of 1934), certain awards may be administered by a qualifying subcommittee. The Restated 2005 Plan also allows the Compensation Committee to delegate to one or more officers of Intuit the ability to grant awards and take certain other actions with respect to participants who are not executive officers or directors, within such limits as the Compensation Committee establishes, and to approve certain changes to the forms and award agreements under the Restated 2005 Plan. The Compensation Committee will select the individuals who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the Restated 2005 Plan, establish the terms, conditions and other provisions of the awards. The Compensation Committee may interpret the Restated 2005 Plan and establish, amend and rescind any rules relating to the Restated 2005 Plan, including adoption of rules, procedures or sub-plans applicable to particular subsidiaries or employees in particular locations. The Compensation Committee may address unanticipated events and make all other determinations necessary or advisable for the administration of the Restated 2005 Plan. | | | | Corporate Transactions: | | | In the event of a Corporate Transaction (as defined in the Restated 2005 Plan) involving Intuit, any outstanding awards granted under the Restated 2005 Plan may be assumed, continued, replaced, or substituted by the successor, which assumption, continuation, replacement, or substitution shall be binding on all participants. In the event such successor refuses to assume, continue, replace, or substitute the awards, the awards will vest as to 100% of the underlying shares (based on such further terms and conditions, if any, provided in the applicable award agreement). For purposes of the Restated 2005 Plan, “corporate Transactions” include certain mergers, consolidations, or similar transactions; dissolutions or liquidations; certain sales or transfers of all or substantially all the assets of Intuit; and certain other transactions that qualify as a “corporate transaction” under Section 424(a) of the Code. | | | | Amendment and Termination: | | | The Board or the Compensation Committee may terminate, amend or suspend the Restated 2005 Plan, provided that no such action may be taken to amend this Plan in any manner (including an amendment to reduce or permit the reduction of the exercise of an option or SAR) that requires stockholder approval pursuant to the Code or the regulations promulgated thereunder, or pursuant to the Securities Exchange Act of 1934 or any rule promulgated thereunder, or pursuant to NASDAQ rules. In addition, neither the Board not the Compensation Committee may amend an outstanding award in a manner that materially impairs the rights of a participant without such participant’s consent, except as expressly authorized in the Restated 2005 Plan. | |
| | 80 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
New Plan Benefits Intuit’s executive officers and directors have an interest in approval of the Restated 2005 Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated 2005 Plan to executive officers cannot currently be determined. Awards granted under the Restated 2005 Plan to executive officers are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Although not required by the Restated 2005 Plan, and subject to change at any time at the Compensation Committee’s sole discretion, Intuit’s current approved program generally provides for an annual grant for non-employee directors of RSUs covering the number of shares equal to $260,000. Each non-employee director also has the ability to elect to convert all of the director’s cash retainer(s) otherwise payable to the director during a calendar year into RSUs. Aggregate Past Grants Under the Plan The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of Intuit common stock subject to option grants, stock grants and RSU grants under the Plan in the 16 years since the Plan’s inception in 2005 through October 31, 2021. | | Name | | | Number of
Options
Granted (#) | | | Number of
Restricted Stock
Units and
Restricted
Shares Granted
(#) | | | | Named Executive Officers: | | | | | | | | | | | | | | | | Sasan K. Goodarzi | | | | | 1,017,281 | | | | | | 721,395 | | | | | Michelle M. Clatterbuck | | | | | 250,343 | | | | | | 137,397 | | | | | J. Alexander Chriss | | | | | 226,083 | | | | | | 117,977 | | | | | Gregory N. Johnson | | | | | 264,279 | | | | | | 132,414 | | | | | Marianna Tessel | | | | | 116,885 | | | | | | 103,136 | | | | | All current executive officers as a group (10 persons) | | | | | 5,463,202 | | | | | | 3,958,431 | | | | | All current non-executive directors as a group (9 persons) | | | | | 342,500 | | | | | | 163,764 | | | | | All employees, excluding current executive officers | | | | | 64,650,602 | | | | | | 48,653,965 | | |
U.S. Federal Tax Consequences Stock option grants under the Restated 2005 Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied. For restricted stock awards, no taxes are due when the award is initially made (unless the recipient makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. Similarly, for RSUs, the award generally becomes taxable when the shares vest. Income tax is paid at ordinary rates on the value of the RSUs when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. A participant will have taxable income at the time a cash-based award becomes payable and, if the participant has timely elected deferral to a later date, at such later date. At these times, the participant will recognize ordinary income equal to the value of the amount then payable. The Restated 2005 Plan has been drafted with the intention of avoiding the application of taxes under Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 81 | |
Audit-Related Fees Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements, including agreed-upon audit procedures that focus on a specific business process. For fiscal 2021, audit-related fees consisted of fees for agreed-upon procedures for our Consumer Tax business. For fiscal 2020, audit-related fees consisted of fees for due diligence in connection with potential business combinations and fees for agreed-upon procedures for our Consumer Tax business. Tax Fees Tax fees consist of fees for tax compliance, tax planning, and tax advice. For fiscal 2019, audit-related2021, tax fees consisted of fees for agreed-upon procedurestax services for our Consumer Tax business. Tax Fees
new Credit Karma subsidiary. Intuit paid no tax fees to Ernst & Young for fiscal 2020 or fiscal 2019.2020. All Other Fees Intuit paid no other fees to Ernst & Young for fiscal 20202021 or fiscal 2019.2020. For more information about Ernst & Young, please see the “Audit and Risk Committee Report.” | | | | | | The Board recommends that you vote FOR the ratification of the selection of Ernst & Young LLP. | | |
Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting Firm |INTUIT2021| | | | | | | | Proposal No. 3 Ratification of Selection of Independent Registered Public Accounting firm | INTUIT 2022 Proxy Statement76 | | | 73 | |
Audit and Risk
Committee Report We, the members of the Audit and Risk Committee, assist the Board in fulfilling its responsibilities by overseeing Intuit’s accounting and financial reporting processes; the qualifications, independence and performance of Intuit’s independent registered public accounting firm; the performance of Intuit’s internal audit department; and Intuit’s internal controls. We also are responsible for selecting, evaluating and setting the compensation of Intuit’s independent registered public accounting firm. Intuit’s management is responsible for the preparation, presentation and integrity of Intuit’s financial statements, including setting accounting and financial reporting principles and designing Intuit’s system of internal control over financial reporting. The Audit and Risk Committee has selected Ernst & Young as Intuit’s independent registered public accounting firm, with responsibility for performing an independent audit of Intuit’s consolidated financial statements and for expressing opinions on the conformity of Intuit’s audited financial statements with generally accepted accounting principles and the effectiveness of Intuit’s internal control over financial reporting. The Audit and Risk Committee oversees thethese processes, although members of the Audit and Risk Committee are not engaged in the practice of auditing or accounting. During the fiscal year ended July 31, 2020,2021, the Audit and Risk Committee carried out the duties and responsibilities as outlined in its charter, including the following specific actions: •
Reviewed and discussed with management and the independent registered public accounting firm Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC; •
Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting; •
Reviewed with the independent registered public accounting firm and management the audit scope and plan; •
Reviewed the internal audit plan with the internal auditor; and •
Met in periodic executive sessions with each of the independent registered public accounting firm, representatives of management, and the internal auditor. We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, 2020,2021, and Ernst & Young’s opinion on the audited financial statements and the effectiveness of Intuit’s internal control over financial reporting. Ernst & Young represented that its presentations included the matters required to be discussed with the Audit and Risk Committee by applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit and Risk Committee recognizes the importance of maintaining the independence of Intuit’s independent registered public accounting firm, both in fact and appearance. Consistent with its charter, the Audit and Risk Committee has made an evaluation and concluded that Ernst & Young is qualified and independent. In addition, we have received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with us concerning independence and discussed with Ernst & Young the firm’s independence. Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the committee’s charter, we recommended to the Board that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal 2020.2021. We also selected Ernst & Young as Intuit’s independent registered public accounting firm for fiscal 2021.2022. Audit and Risk Committee Members Dennis D. Powell (Chair)
Richard L. Dalzell
Thomas Szkutak
Raul Vazquez 77INTUIT2021 Proxy Statement |Audit and Risk Committee Report
| | 74 | | | INTUIT 2022 Proxy Statement | Audit and Risk Commitee Report | | | | | | | |
Proposal No. 4
Approval of Amended and Restated 2005 Equity Incentive Plan General In October 2004, our stockholders approved the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. When originally approved in 2004, the Plan’s term ran through December 9, 2006. In each of 2005, 2006, 2007, 2008, 2009, 2011, 2014 and 2017, our stockholders approved extensions to the term of the Plan, increases to the number of shares available under the Plan, and certain other amendments as brought before the stockholders from time to time. On October 20, 2021, our Compensation Committee approved amendments to the Plan. These amendments: (1) increase the number of shares available for issuance under the Plan, (2) extend the term of the Plan, and (3) make certain other amendments described more fully below, including removal of historical language related to Section 162(m) of the Code that no longer applies to outstanding awards granted under the Plan or any awards that may be granted in the future. While these amendments have been included in a single amendment and restatement of the Plan, the only amendments that require stockholder approval are the share increase and extension of the term of the Plan. In the discussion of this proposal, we refer to the currently existing version of the 2005 Equity Incentive Plan as the “Plan,” and we refer to the version of the 2005 Equity Incentive Plan that we are asking stockholders to approve as the “Restated 2005 Plan.” If the stockholders approve this proposal, the Restated 2005 Plan will become effective on the date of the 2022 Annual Meeting (the “Effective Date”). As discussed in further detail below in the section entitled “Material Amendments — Increase in Share Reserve,” the proposed increase includes the remaining available share reserve from the Credit Karma, Inc. 2015 Equity Incentive Plan (the “Credit Karma Plan”). Upon approval of this amendment by the stockholders, no further awards may be granted under the Credit Karma Plan. Material Amendments The material differences between the Plan and the Restated 2005 Plan are described below. For further information on the terms of the Restated 2005 Plan as proposed, we encourage you to refer to the text of the Restated 2005 Plan, a copy of which has been filed with this proxy statement as Appendix B. Increase in Share Reserve. As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, reduced by new grants made after October 31, 2021 and before the Effective Date under the Plan or under the Credit Karma Plan (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or stock appreciation right (“SAR”) granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Assuming that aggregate equity awards are granted at levels consistent with recent historical practices, then we generally expect that the share reserve under the Restated 2005 Plan should be sufficient to cover the company’s projected stock grants for a period of approximately three to four years, including annual equity grants that are expected to be made in July 2022. After the Effective Date, no awards may be granted under the Credit Karma Plan. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 75 | |
The following table shows certain information about the Plan and the Credit Karma Plan, including outstanding awards, as of October 31, 2021: | | | | | | | | | | | | Number of shares that were authorized for future grant under the Plan and the Credit Karma Plan, in the aggregate(1)(2) | | | | | 19,589,256 | | | | | Number of full-value awards (restricted stock units and performance-based restricted stock units) outstanding at October 31, 2021 | | | | | 8,321,167 | | | | | Number of stock options outstanding at October 31, 2021 | | | | | 2,146,061 | | | | | Weighted average remaining term of outstanding options | | | | | 4.10 | | | | | Weighted average exercise price of outstanding options | | | | $ | 252.58 | | |
(1)
Grants of stock-based awards other than options or SARs count against the authorization as 2.3 shares. As of the Effective Date, the authorization will be reduced by the number of shares granted under the Plan or the Credit Karma Plan after October 31, 2021 and prior to the Effective Date adjusted by the fungible ratio. After the Effective Date, no awards may be granted under the Credit Karma Plan. (2)
Equals the sum of 16,303,315 shares remaining available for issuance under the Plan and 3,285,941 shares remaining available for issuance under the Credit Karma Plan, in each case as of October 31, 2021, with the Credit Karma Plan shares adjusted for the Plan’s 2.3 fungible ratio (i.e. 1,428,670 shares times 2.3 equals 3,285,941 shares). Term. Currently, the term of the Plan is set to expire on January 19, 2027. The term of the Restated 2005 Plan would expire on January 20, 2032, unless extended by stockholder approval in the future. Burn Rate and Overhang In setting and recommending to stockholders the number of additional shares to authorize under the Restated 2005 Plan, the Compensation Committee considered the historical number of equity awards granted under the Plan, and, as applicable, the Credit Karma Plan, as well as the company’s three-year average burn rate for the preceding three fiscal years as follows: | | Fiscal Year | | | Stock Options
Granted
(A) | | | Full-Value
Awards Granted
(RSUs and PSUs)
(B) | | | Total
(A) + (B) | | | Basic
Weighted Average
Common Shares
Outstanding | | | Burn Rate | | | | 2021 | | | | | 323,000 | | | | | | 4,652,000(1) | | | | | | 4,975,000 | | | | | | 270,000,000 | | | | 1.84% | | | | 2020 | | | | | 382,000 | | | | | | 2,657,000 | | | | | | 3,039,000 | | | | | | 261,000,000 | | | | 1.16% | | | | 2019 | | | | | 487,000 | | | | | | 2,452,000 | | | | | | 2,939,000 | | | | | | 260,000,000 | | | | 1.13% | | | | Three-year average | | | | | | | | | | | | | | | | | | | | | | | | | | | 1.38% | |
(1)
Includes 809,000 RSUs and 775,000 restricted shares granted under the Credit Karma Plan to Credit Karma employees in connection with the acquisition of Credit Karma in December 2020 and excludes 1,998,000 Credit Karma awards assumed in the acquisition. In addition, the Compensation Committee took into account an additional 572,947 shares subject to restricted stock units that we granted to Mailchimp employees on November 1, 2021. These restricted stock units were granted in substitution of Mailchimp equity awards that were outstanding when we acquired the company. After November 1, 2021, no awards may be granted under any Mailchimp equity plan. An additional metric that we use to measure the cumulative dilutive impact of our equity program is fully diluted overhang (the sum of (1) the number of shares subject to equity awards outstanding, but not exercised or settled and (2) the number of shares available to be granted (in each case, with no adjustment for the fungible ratio), divided by the sum of (1) the approximate total common shares outstanding at the Record Date, (2) the number of shares subject to equity awards outstanding but not exercised or settled, and (3) the number of shares available to be granted. Our approximate overhang as of the Record Date was 9.8% as a percent of fully-diluted common shares outstanding. If the Restated 2005 Plan is approved, our approximate potential overhang (as a percent of fully-diluted common shares outstanding) as of that date would increase to 14.7% and then will decline over time. In addition to the preceding information, the following are the factors that were material to the evaluation of the Compensation Committee, with input from management and its independent compensation consultant, in determining acceptable and targeted levels of dilution: (1) competitive data from relevant peer companies; (2) the current and future accounting expense associated with Intuit’s equity award practices; (3) input from stockholders; and (4) the standards of stockholder advisory firms. Intuit’s equity programs are assessed on an ongoing basis against these (and other) measures and the Compensation Committee regularly consults with management and the independent compensation consultant. | | 76 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
Request for Stockholder Approval Much of our future success and growth as a company depends on our ability to attract, retain and motivate qualified, high-performing employees and our stock-based compensation program is critical to this workforce development strategy. This is especially important in areas that help accelerate our strategy to be an AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, data science, customer success and sales. Equity compensation is a very effective incentive and retention tool that encourages and rewards employee performance that aligns with stockholders’ interests. In addition, when the company makes employee compensation decisions, equity grants are rendered in their cash equivalent value so that there is full transparency regarding the costs involved. We believe that the Restated 2005 Plan is an essential platform for attracting, retaining and motivating our employees, and we request your approval of the Restated 2005 Plan. Approval of this Proposal No. 4 requires the affirmative vote of the majority of the shares of common stock entitled to vote on this proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal. Abstentions and broker non-votes will not affect the outcome of the vote on this proposal. | | | | | | The Board recommends that you vote FOR the Intuit Inc. Amended and Restated 2005 Equity Incentive Plan. | | |
Approval of the Restated 2005 Plan enables Intuit to achieve, among others, the following objectives: 1. The continued ability of Intuit to offer stock-based incentive compensation to Intuit’s eligible employees and non-employee directors. We are requesting approval of 18,000,000 additional shares for the Restated 2005 Plan, which will provide for grants for both new hires and current and future employees. 2. Furthering compensation and governance best practices. The Restated 2005 Plan includes a number of features that are widely considered to be best practices in compensation or corporate governance. The Restated 2005 Plan is administered by the Compensation Committee, which is comprised solely of directors who are “independent” based on the standards set forth by NASDAQ. The Restated 2005 Plan includes limits on awards to non-employee directors. It includes a recoupment or “clawback” provision that mandates the forfeiture of gains related to performance-based awards of any participant whose fraud or misconduct is a significant contributing factor to any restatement of financial results. All options or SARs must have an exercise price that is at least 100% of the fair market value of the common shares on the date of grant. The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. The Restated 2005 Plan prohibits the payment of dividends or dividend equivalents on unvested awards. The Restated 2005 Plan also does not contain an evergreen feature (evergreen features provide for automatic replenishment of authorized shares available under an equity plan) and does not provide for any tax gross-ups or tax reimbursement in connection with any type of equity award that may be granted under its terms. In order to continue these best practices, we are requesting the term of the Plan be extended until January 20, 2032, resulting in the ability to continue granting awards under the Restated 2005 Plan until that date. Background on Stock Compensation at Intuit We believe that employee stock ownership has been a significant contributing factor to our financial performance. Historically, we have granted RSUs to the majority of our year-round employees, and our equity granting practices have been an important component of our overall compensation program. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our higher performing employees receive annual equity awards. We believe that RSUs align our employees’ interests directly with those of other stockholders, as they provide greater value to employees as Intuit’s stock price increases. We believe that stock options align our employees’ interests directly with those of our other stockholders because an employee only realizes value from an option if the stock price increases after the date of the award. We also believe that stock-based compensation will be an essential component of our ability to drive our future performance. Our ability to grant stock-based compensation is critical to our ability to attract, retain and motivate the employee talent that we need to execute on our strategy. Therefore, we consider approval of the Restated 2005 Plan to be vital to Intuit’s continued success. Purpose of the Plan The Restated 2005 Plan will allow Intuit, under the direction of the Compensation Committee, to make broad-based grants of options, SARs, restricted stock awards, and RSUs to employees and non-employee directors, within the limits set forth in the Restated 2005 Plan. The purpose of these equity awards is to attract, retain and motivate employees and non-employee directors who have the skills and experience that are necessary to drive our growth, further align their interests with those of our stockholders, and continue to link employee compensation with Intuit’s financial performance. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 77 | |
Key Terms of the Restated 2005 Plan The following is a summary of the key provisions of the Restated 2005 Plan, as it would become effective if the stockholders approve this Proposal No. 4. This summary does not purport to be a complete description of all the provisions of the Restated 2005 Plan. A copy of the Restated 2005 Plan has been filed with this proxy statement as Appendix B, and the following description of the Restated 2005 Plan is qualified in its entirety by reference to that Appendix. | | Plan Termination Date: | | | January 20, 2032 | | | | Eligible Participants: | | | Employees of Intuit and its subsidiaries, non-employee directors of Intuit and certain advisors and consultants of Intuit and its subsidiaries are eligible to receive awards under the Restated 2005 Plan. As of October 31, 2021 there were approximately 14,209 individuals eligible to participate in the Plan, including approximately 14,200 employees and nine non-employee directors. Intuit uses the services of a significant number of advisors and consultants at any given point in time, but Intuit has a long-standing practice of not granting awards under the Restated 2005 Plan to its advisors and consultants, and at this time does not foresee changing that practice. | | | | Closing Stock Price: | | | The closing price of Intuit’s common stock on NASDAQ on October 29, 2021, the last business day of that month, was $625.99. | | | | Share Reserve: | | | As of the Effective Date, and subject to adjustments for changes in capitalization and the Restated 2005 Plan’s share counting provisions, a total of 37,589,256 shares would be authorized for issuance for new awards, less grants made under the Plan or the Credit Karma Plan after October 31, 2021 and before the Effective Date (which grants are counted against the share pool at the fungible ratio described below). This reflects an increase of 18,000,000 shares to the 19,589,256 shares available for issuance under the Plan and the Credit Karma Plan, in the aggregate, as of October 31, 2021. The share reserve for the Restated 2005 Plan will be reduced by one share for every one share that is subject to an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021 and 2.3 shares for every one share that is subject to an award other than an option or SAR granted under the Plan or the Credit Karma Plan after October 31, 2021. Shares that are subject to awards that have been forfeited, expired or settled for cash (in whole or part), or tendered or withheld in satisfaction of withholding tax liabilities arising from an award granted on or after July 21, 2016 other than an option or SAR will be added to the shares available for awards under the Restated 2005 Plan at the fungible ratio described above. After October 31, 2021, these share counting rules will apply to awards granted under the Credit Karma Plan. | | | | Award Types: | | | (1) Restricted Stock Units (RSUs)
(2) Non-qualified and incentive stock options
(3) Stock Appreciation Rights (SARs)
(4) Restricted Stock Awards
(5) Cash-Based Awards | | | | Fungible Share Reserve: | | | Each share subject to an option or SAR will reduce the share reserve by one (1) share, and each share subject to restricted stock or an RSU will reduce the share reserve by two and three-tenths (2.3) shares. Each share that is credited back to the Restated 2005 Plan (under the circumstances described above under “Share Reserve”) will increase the share reserve by one (1) share if the share had been subject to an option or SAR, and by two and three-tenths (2.3) shares if the share had been subject to a restricted stock or an RSU. | | | | Individual Share Limits: | | | No more than 2,000,000 shares (3,000,000 for a new hire grant) may be made subject to awards to a single participant in any fiscal year. The maximum cash amount payable pursuant to all cash-based awards granted in any calendar year to any participant will not exceed five million dollars ($5,000,000). Share limits have been in place since the Plan was first established in 2005 and the limit on cash-based awards was introduced later. Historically, these limits were necessary for awards to qualify as performance-based compensation under Section 162(m) of the Code, and have been retained as a matter of good corporate governance, and are greater than the number of options or other awards that Intuit has granted to any individual in the past. We are not proposing changes to these limits. These limits do not signal any intent on our part to significantly change our practices regarding the grant of equity awards or other awards to our executive officers. | |
| | 78 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
| | Performance Criteria: | | | The grant or vesting of awards may be based on any one or more of the following performance criteria, or growth or other changes in the amount, rate or value of one or more performance criteria, either individually, alternatively or in any combination, applied to Intuit as a whole or to one or more business units or subsidiaries, either individually, alternatively or in any combination, and measured over a performance period to be determined by Intuit’s Compensation Committee, on an absolute basis or relative to a pre-established target, to previous results or to a designated comparison group, either based upon GAAP or non-GAAP financial results, in each case as specified by Intuit’s Compensation Committee (or subcommittee): (i) cash flow (before or after dividends); (ii) earnings per share (including earnings before interest, taxes, depreciation and/or amortization); (iii) stock price; (iv) return on equity; (v) total stockholder return; (vi) return on capital (including return on total capital or return on invested capital); (vii) return on assets or net assets; (viii) market capitalization; (ix) economic value added; (x) debt leverage (debt to capital); (xi) revenue or net revenue; (xii) income or net income; (xiii) operating income; (xiv) operating profit or net operating profit; (xv) operating margin or profit margin; (xvi) return on operating revenue; (xvii) cash from operations; (xviii) operating ratio; (xix) operating revenue; (xx) contract value; (xxi) client renewal rate; (xxii) operating cash flow return on income; (xxiii) adjusted operating cash flow return on income; (xxiv) employee productivity and satisfaction metrics; (xxv) market share; (xxvi) strategic positioning; (xxvii) new product releases; or (xxxviii) such other criteria as selected by the Compensation Committee in its sole discretion. These performance criteria may differ for awards granted to any one participant or to different participants. | | | | Vesting: | | | Vesting of awards granted to employees is determined by the Compensation Committee and may be based on the completion of a specified period of service with Intuit, on the attainment of pre-established performance goals, on such other factors as the Compensation Committee determines, or on a combination of the foregoing. Although subject to change at any time at the Compensation Committee’s sole discretion, options and “time-based” RSUs granted to employees generally vest over four years. “Performance-based” RSUs generally vest over three years, contingent on the satisfaction of pre-established performance goals. RSUs issued to non-employee directors under our current grant program generally vest over a period of one year, depending on the type of grant, and are generally subject to a mandatory deferral period of five years. | | | | Other Award Terms: | | | Stock options will have a term no longer than seven years consistent with Intuit’s long-standing policy (although the Restated 2005 Plan does permit the grant of options with a term of up to ten years). SARs will have a term no longer than seven years. Options and SARs will have an exercise price no less than 100% of the fair market value of Intuit’s common stock on the date of grant (except for certain options granted in connection with a merger or other acquisition as substitute or replacement awards). Unless otherwise provided in an award agreement, upon termination of employment for any reason other than death or “Disability” (as defined in the Restated 2005 Plan), stock options will cease to vest. Options granted to directors, or to employees who have been actively employed by Intuit for at least one year, and in either case who die or incur a Disability will vest in full, unless otherwise provided in the award agreement. Upon termination of employment, restricted stock awards generally will cease to vest and the participant will be entitled to retain the shares only to the extent earned as of the date of termination. The effect of termination of service on SARs and RSUs is specified in the applicable award agreements. | | | | | | | Dividends or distributions paid with respect to shares subject to restricted stock awards will be retained by Intuit and paid to the applicable participant at the same time that the shares with respect to which such dividends or distributions were paid are released from the restrictions of the award. A participant will be entitled to receive dividend equivalent rights prior to the issuance of shares subject to RSUs to the extent and under the terms and conditions provided in the applicable award agreement. However, any such dividend equivalent rights will be paid upon the date the RSUs with respect to which such dividend equivalent rights are payable become vested, and will be forfeited to the extent the underlying award does not vest. Except with respect to RSUs, dividend equivalent rights will not be granted alone or in connection with any award payable under the Restated 2005 Plan. | |
| | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 79 | |
| | Repricing Prohibited: | | | The Restated 2005 Plan prohibits Intuit from taking any of the following actions without stockholder approval: directly or indirectly reducing the exercise price of stock options or SARs or, when the exercise price of an outstanding option or SAR is above fair market value, amending the terms of such outstanding option or SAR to provide for the cancellation and re-grant or the exchange of such outstanding option or SAR for either cash or a new award with a lower (or no) exercise price. Notwithstanding the foregoing in the event of a Corporate Transaction (as defined in the Restated 2005 Plan), any option or SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Intuit’s common stock (on a per share basis) may be cancelled without any consideration. | | | | Recoupment of Awards: | | | If Intuit issues a restatement of its financial results after the distribution of shares or cash upon settlement of an award with vesting conditioned on the achievement of performance goals, then a participant will be required to return to Intuit the value of the award that would not have vested or been issued based on the restated financial results. This recoupment provision applies to a participant whose fraud or misconduct was a significant contributing factor to the restatement of financial results. | | | | Non-Transferability: | | | Awards granted under the Restated 2005 Plan are not transferable except by will or the laws of descent and distribution except that the Compensation Committee or its authorized delegates may consent to permit the transfer of an award other than an incentive stock option by gift or domestic relations order to an “authorized transferee” as defined in the Restated 2005 Plan. Transfers by an individual for consideration are prohibited. | | | | Administration: | | | The Compensation Committee will administer the Restated 2005 Plan. To the extent required by applicable law (such as Rule 16b-3 under the Securities Exchange Act of 1934), certain awards may be administered by a qualifying subcommittee. The Restated 2005 Plan also allows the Compensation Committee to delegate to one or more officers of Intuit the ability to grant awards and take certain other actions with respect to participants who are not executive officers or directors, within such limits as the Compensation Committee establishes, and to approve certain changes to the forms and award agreements under the Restated 2005 Plan. The Compensation Committee will select the individuals who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the Restated 2005 Plan, establish the terms, conditions and other provisions of the awards. The Compensation Committee may interpret the Restated 2005 Plan and establish, amend and rescind any rules relating to the Restated 2005 Plan, including adoption of rules, procedures or sub-plans applicable to particular subsidiaries or employees in particular locations. The Compensation Committee may address unanticipated events and make all other determinations necessary or advisable for the administration of the Restated 2005 Plan. | | | | Corporate Transactions: | | | In the event of a Corporate Transaction (as defined in the Restated 2005 Plan) involving Intuit, any outstanding awards granted under the Restated 2005 Plan may be assumed, continued, replaced, or substituted by the successor, which assumption, continuation, replacement, or substitution shall be binding on all participants. In the event such successor refuses to assume, continue, replace, or substitute the awards, the awards will vest as to 100% of the underlying shares (based on such further terms and conditions, if any, provided in the applicable award agreement). For purposes of the Restated 2005 Plan, “corporate Transactions” include certain mergers, consolidations, or similar transactions; dissolutions or liquidations; certain sales or transfers of all or substantially all the assets of Intuit; and certain other transactions that qualify as a “corporate transaction” under Section 424(a) of the Code. | | | | Amendment and Termination: | | | The Board or the Compensation Committee may terminate, amend or suspend the Restated 2005 Plan, provided that no such action may be taken to amend this Plan in any manner (including an amendment to reduce or permit the reduction of the exercise of an option or SAR) that requires stockholder approval pursuant to the Code or the regulations promulgated thereunder, or pursuant to the Securities Exchange Act of 1934 or any rule promulgated thereunder, or pursuant to NASDAQ rules. In addition, neither the Board not the Compensation Committee may amend an outstanding award in a manner that materially impairs the rights of a participant without such participant’s consent, except as expressly authorized in the Restated 2005 Plan. | |
| | 80 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
New Plan Benefits Intuit’s executive officers and directors have an interest in approval of the Restated 2005 Plan because it relates to the issuance of equity awards for which executive officers and directors may be eligible. The benefits that will be awarded or paid under the Restated 2005 Plan to executive officers cannot currently be determined. Awards granted under the Restated 2005 Plan to executive officers are within the discretion of the Compensation Committee, and the Compensation Committee has not determined future awards or who might receive them. Although not required by the Restated 2005 Plan, and subject to change at any time at the Compensation Committee’s sole discretion, Intuit’s current approved program generally provides for an annual grant for non-employee directors of RSUs covering the number of shares equal to $260,000. Each non-employee director also has the ability to elect to convert all of the director’s cash retainer(s) otherwise payable to the director during a calendar year into RSUs. Aggregate Past Grants Under the Plan The table below shows, as to each Named Executive Officer and the various indicated groups, the aggregate number of shares of Intuit common stock subject to option grants, stock grants and RSU grants under the Plan in the 16 years since the Plan’s inception in 2005 through October 31, 2021. | | Name | | | Number of
Options
Granted (#) | | | Number of
Restricted Stock
Units and
Restricted
Shares Granted
(#) | | | | Named Executive Officers: | | | | | | | | | | | | | | | | Sasan K. Goodarzi | | | | | 1,017,281 | | | | | | 721,395 | | | | | Michelle M. Clatterbuck | | | | | 250,343 | | | | | | 137,397 | | | | | J. Alexander Chriss | | | | | 226,083 | | | | | | 117,977 | | | | | Gregory N. Johnson | | | | | 264,279 | | | | | | 132,414 | | | | | Marianna Tessel | | | | | 116,885 | | | | | | 103,136 | | | | | All current executive officers as a group (10 persons) | | | | | 5,463,202 | | | | | | 3,958,431 | | | | | All current non-executive directors as a group (9 persons) | | | | | 342,500 | | | | | | 163,764 | | | | | All employees, excluding current executive officers | | | | | 64,650,602 | | | | | | 48,653,965 | | |
U.S. Federal Tax Consequences Stock option grants under the Restated 2005 Plan may be intended to qualify as incentive stock options under Section 422 of the Code or may be non-qualified stock options. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the fair market value of the common stock on the exercise date and the stock option exercise price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option provided that the applicable periods for holding the resulting shares of stock are satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The tax treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied. For restricted stock awards, no taxes are due when the award is initially made (unless the recipient makes a timely election under Section 83(b) of the Code), but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid at ordinary rates on the value of the stock when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. Similarly, for RSUs, the award generally becomes taxable when the shares vest. Income tax is paid at ordinary rates on the value of the RSUs when the restrictions lapse, and then at capital gain rates when the shares are sold if the value of the stock increases after the vesting date. A participant will have taxable income at the time a cash-based award becomes payable and, if the participant has timely elected deferral to a later date, at such later date. At these times, the participant will recognize ordinary income equal to the value of the amount then payable. The Restated 2005 Plan has been drafted with the intention of avoiding the application of taxes under Section 409A of the Code to any participant on account of the grant, vesting, or settlement of awards. | | | | | | | | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | INTUIT 2022 Proxy Statement | | | 81 | |
Equity Compensation Plan Information The following table contains information about securities authorized for issuance under all of Intuit’s equity compensation plans as of July 31, 2021. | | Plan Category | | | Number of
Securities to
be Issued
Upon Exercise
of Outstanding
Options,
Warrants and
Rights (#)
(a) | | | Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants and
Rights ($)
(b)(1) | | | Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected in
Column (a)) (#)
(c) | | | | Equity compensation plans approved by security holders | | | | | 7,937,719(2) | | | | | | 248.70 | | | | | | 16,482,163(5) | | | | | Equity compensation plans not approved by security holders | | | | | 3,304,715(3) | | | | | | 516.33 | | | | | | 1,419,378(6) | | | | | Total | | | | | 11,242,434(4) | | | | | | 251.48 | | | | | | 17,901,541 | | | | |
(1)
RSUs have been excluded for purposes of computing weighted average exercise prices. (2)
Represents 2.181 million shares issuable upon exercise of options and 5.757 million shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis. (3)
Represents 0.023 million shares issuable upon exercise of options and 3.282 million shares issuable upon vesting of RSU awards that were assumed or granted in connection with corporate acquisitions. (4)
Represents 2.204 million shares issuable upon exercise of options and 9.038 million shares issuable upon vesting of RSU awards. (5)
Represents 15.431 million shares available for issuance under our 2005 Equity Incentive Plan and 1.051 million shares available for issuance under our Employee Stock Purchase Plan. For a description of the material terms of the 2005 Equity Incentive Plan and the Employee Stock Purchase Plan, see footnote 11 to the financial statements filed with our Form 10-K for fiscal 2021. (6)
Represents shares available for issuance under the Credit Karma 2015 Equity Incentive Plan. For a description of the material terms of this plan, see footnote 11 to the financial statements filed with our Form 10-K for fiscal 2021. | | 82 | | | INTUIT 2022 Proxy Statement | Proposal No. 4 Approval of Amended and Restated 2005 Equity Incentive Plan | | | | | | | |
Stock Ownership
Information Security Ownership Table Unless otherwise indicated below, the following table shows shares of Intuit common stock that we believe are owned as of October 31, 20202021 by: •
Each NEONEO; •
Each director and nomineenominee; •
All current directors and executive officers as a groupgroup; and •
Each stockholder beneficially owning more than 5% of our common stockstock.
Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown, subject to community property laws that may apply to create shared voting and investment power. Except where a different address appears in the footnotes, the address of each beneficial owner is c/o Intuit Inc., P.O. Box 7850, Mountain View, California 94039-7850. We calculated the “Percent of Class” based on 262,707,601273,222,603 shares of common stock outstanding on October 31, 2020.2021. In accordance with SEC regulations, we also include (1) shares subject to options that are currently exercisable or will become exercisable within 60 days of October 31, 2020,2021, and (2) shares issuable upon settlement of RSUs that are vested but unreleased, or will become vested and settled within 60 days of October 31, 2020.2021. Those shares are deemed to be outstanding and beneficially owned by the person holding such option or RSU for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. | | Name of Beneficial Owner | | | Amount and Nature of Beneficial
Ownership (#) | | | Percent of Class (%) | | | | Directors, Director Nominees and Executive Officers: | | | | | | | | | | | | | | | | Scott D. Cook(1) | | | | | 7,116,469 | | | | | | 2.71% | | | | | Sasan K. Goodarzi(2) | | | | | 229,093 | | | | | | * | | | | | Brad D. Smith(3) | | | | | 1,039,445 | | | | | | * | | | | | Michelle M. Clatterbuck(4) | | | | | 44,098 | | | | | | * | | | | | Laura A. Fennell(5) | | | | | 180,818 | | | | | | * | | | | | Gregory N. Johnson(6) | | | | | 74,087 | | | | | | * | | | | | Marianna Tessel(7) | | | | | 37,573 | | | | | | * | | | | | Eve Burton(8) | | | | | 11,691 | | | | | | * | | | | | Richard L. Dalzell(9) | | | | | 15,570 | | | | | | * | | | | | Deborah Liu(10) | | | | | 4,942 | | | | | | * | | | | | Tekedra Mawakana | | | | | — | | | | | | * | | | | | Suzanne Nora Johnson(11) | | | | | 38,593 | | | | | | * | | | | | Dennis D. Powell(12) | | | | | 14,219 | | | | | | * | | | | | Thomas Szkutak(13) | | | | | 3,945 | | | | | | * | | | | | Raul Vazquez(14) | | | | | 7,674 | | | | | | * | | | | | Jeff Weiner(15) | | | | | 27,492 | | | | | | * | | | | | All current directors and executive officers as a group (19 people)(16) | | | | | 8,907,869 | | | | | | 3.38% | | | | | 5% Stockholders: | | | | | | | | | | | | | | | | BlackRock, Inc.(17) | | | | | 22,092,025 | | | | | | 8.41% | | | | | T. Rowe Price Associates, Inc.(18) | | | | | 21,282,773 | | | | | | 8.10% | | | | | The Vanguard Group(19) | | | | | 20,182,305 | | | | | | 7.68% | | |
Security Ownership Table |Stock Ownership Information |INTUIT2021| | | | | | | | Security Ownership Table | Stock Ownership Information | INTUIT 2022 Proxy Statement78 | | | 83 | |
| | Name of Beneficial Owner | | | Amount and Nature of
Beneficial Ownership (#) | | | Percent of Class
(%) | | | | Directors, Director Nominees and Executive Officers: | | | | | | | | | | | | | | | | Scott D. Cook(1) | | | | | 7,116,469 | | | | | | 2.60% | | | | | Sasan K. Goodarzi(2) | | | | | 305,478 | | | | | | * | | | | | Brad D. Smith(3) | | | | | 921,550 | | | | | | * | | | | | Michelle M. Clatterbuck(4) | | | | | 67,673 | | | | | | * | | | | | J. Alexander Chriss(5) | | | | | 7,001 | | | | | | * | | | | | Gregory N. Johnson(6) | | | | | 96,294 | | | | | | * | | | | | Marianna Tessel(7) | | | | | 64,852 | | | | | | * | | | | | Eve Burton(8) | | | | | 12,853 | | | | | | * | | | | | Richard L. Dalzell(9) | | | | | 16,742 | | | | | | * | | | | | Deborah Liu(10) | | | | | 6,176 | | | | | | * | | | | | Tekedra Mawakana(11) | | | | | 194 | | | | | | * | | | | | Suzanne Nora Johnson(12) | | | | | 39,496 | | | | | | * | | | | | Dennis D. Powell(13) | | | | | 10,122 | | | | | | * | | | | | Thomas Szkutak(14) | | | | | 5,069 | | | | | | * | | | | | Raul Vazquez(15) | | | | | 7,477 | | | | | | * | | | | | Jeff Weiner(16) | | | | | 28,395 | | | | | | * | | | | | All current directors and executive officers as a group (19 people)(17) | | | | | 8,978,827 | | | | | | 3.27% | | | | | 5% Stockholders: | | | | | | | | | | | | | | | | BlackRock, Inc.(18) | | | | | 21,682,012 | | | | | | 7.94% | | | | | T. Rowe Price Associates, Inc.(19) | | | | | 21,560,604 | | | | | | 7.89% | | | | | The Vanguard Group(20) | | | | | 20,559,827 | | | | | | 7.52% | | |
*
Indicates ownership of 1% or less. (1)
Represents 6,866,4696,686,096 shares held by trusts of which Mr. Cook is a trustee or beneficiary and 250,000430,373 shares held by a trust of which an immediate family member of Mr. Cook is a beneficiary. (2)
Includes 136,746191,843 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Goodarzi. (3)
Includes 683,243514,429 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Smith. (4)
Includes 43,13966,507 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Clatterbuck. (5)
Includes 134,0776,222 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Fennell.Mr. Chriss. (6)
Includes 67,19486,214 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Johnson. (7)
Includes 26,61747,611 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Tessel. (8)
Represents 11,69112,853 shares issuable upon settlement of vested restricted stock units held by Ms. Burton. (9)
Represents 15,57016,742 shares issuable upon settlement of vested restricted stock units held by Mr. Dalzell. (10)
Represents 4,942Includes 6,094 shares issuable upon settlement of vested restricted stock units held by Ms. Liu.
(11)
Represents 194 shares issuable upon settlement of vested restricted stock units by Ms. Mawakana. (12)
Includes 7,7625,888 shares issuable upon settlement of vested restricted stock units held by Ms. Nora Johnson. (12)(13)
Includes 7,7625,888 shares issuable upon settlement of vested restricted stock units held by Mr. Powell. (13)(14)
Represents 3,9455,069 shares issuable upon settlement of vested restricted stock units held by Mr. Szkutak. (14)(15)
Represents 7,674Includes 5,888 shares issuable upon settlement of vested restricted stock units held by Mr. Vazquez.
(15)(16)
Includes 9,8337,051 shares issuable upon settlement of vested restricted stock units held by Mr. Weiner. (16)(17)
Includes 1,213,4891,182,517 shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the 16 individuals in the table, plus an additional 8,86668,962 outstanding shares and 53,294204,024 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by other executive officers. (17)(18)
Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G/A filed with the SEC on February 5, 2020January 29, 2021 by BlackRock, reporting ownership as of December 31, 2019.2020. BlackRock reported sole voting power as to 18,727,16418,526,555 shares and sole dispositive power as to 22,092,02521,682,012 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055. (18)(19)
Ownership information for T. Rowe Price Associates, Inc. (“Price Associates”) is based on a Schedule 13G/A filed with the SEC on February 14, 202016, 2021 by Price Associates, reporting ownership as of December 31, 2019.2020. Price Associates reported sole voting power as to 8,486,7898,432,351 shares and sole dispositive power as to 21,282,77321,560,604 shares. The address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202. (19)(20)
Ownership information for The Vanguard Group (“Vanguard”) is based on a Schedule 13G/A filed with the SEC on February 12, 202010, 2021 by Vanguard, reporting ownership as of December 31, 2019.2020. Vanguard reported sole voting power as to 401,4970 shares, shared voting power over 69,759as to 452,697 shares, sole dispositive power as to 19,736,41019,397,580 shares, and shared dispositive power as to 445,8951,162,247 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. 79INTUIT2021 Proxy Statement |Stock Ownership Information |Security Ownership Table
| | 84 | | | INTUIT 2022 Proxy Statement | Stock Ownership Information | Security Ownership Table | | | | | | | |
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires Intuit’s directors, executive officers, and greater-than-10% stockholders to file forms with the SEC to report their ownership of Intuit shares and any changes in ownership. We have reviewed all forms filed electronically with the SEC. Based on that review and on written information given to us by our executive officers and directors, we believe that all of our directors and executive officers filed the required reports on a timely basis under Section 16(a) during fiscal 2020, except for:
•
the inadvertent late reporting on August 12, 2020 by Ms. Clatterbuck of the acquisition of 30 shares of Intuit common stock and the disposition of 5 shares of Intuit Common Stock that were carried out by an investment advisor in its sole discretion for Ms. Clatterbuck’s account in 2019 and 2020, without her knowledge, direction or involvement; and
•
the inadvertent late reporting on August 28, 2020 by Mr. Weiner of the acquisition of 347 shares of Intuit common stock that was carried out by an investment advisor in its sole discretion for Mr. Weiner’s account in 2017, without his knowledge, direction or involvement.
Delinquent Section 16(a) Reports |Stock Ownership Information |INTUIT2021 Proxy Statement80
Information About the Meeting,
Voting and Proxies Date, Time and Place of Meeting We are holding the Meeting on Thursday, January 21, 202120, 2022 at 9:8:00 a.m.am Pacific Standard Time. This year, the Meeting will occur as a virtual meeting conducted exclusively via a live audio webcast at www.virtualshareholdermeeting.com/INTU2021INTU2022. If you attend the Meeting virtually, you may vote your shares electronically during the Meeting. To participate in the Meeting, youincluding to vote and submit questions, stockholders of record will need to log in using the control number on yourtheir Notice of Internet Availability or proxy card or voting instruction form.card. You may begin to log into the Meeting website beginning at 8:7:45 a.m. Pacific Standard Time. Street-name holders who receive a Notice of Internet Availability or voting instruction form indicating that they may vote those shares through the www.proxyvote.com website may access, participate in and vote at the Meeting using the control number indicated on that Notice of Internet Availability or voting instruction form. Otherwise, street-name holders should contact their bank, broker, or other nominee (preferably at least five days before the Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Meeting. There will not be a physical location for the Meeting, and you will not be able to attend in person. We have adopted a virtual meeting format again this year to protect our stockholders and employees in light of the continuing public health and safety considerations posed by the COVID-19 pandemic. In structuring our virtual Meeting, our goal is to enhance rather than constrain stockholder participation. We have designed the Meeting to provide stockholders with the same opportunities to participate as they would have had at an in-person meeting. We aim to provide a consistent experience to all stockholders regardless of their geographic location. A recording of the webcast will be available on our investor relations website for at least 60 days following the Meeting. If you wish to submit a question during the Meeting, you must log into www.virtualshareholdermeeting.com/INTU2021INTU2022 using the control number on your Notice of Internet Availability, proxy card or voting instruction form and follow the instructions on the Meeting website. During the Meeting, we will answer questions relevant to meeting matters that comply with the meeting rules of conduct, subject to time constraints. We reserve the right to exclude questions that are not relevant to meeting matters, are irrelevant to the business of the Company,company, derogatory or in bad taste, or relate to pending or threatened litigation, personal grievances or are otherwise inappropriate (as determined by the chair of the Meeting). Questions relevant to meeting matters that we do not have time to answer during the Meeting will be posted to our website as soon as practicable following the Meeting. If you have an individual concern that is not of general concern to all stockholders, or if a question posed was not otherwise answered, please contact Intuit Investor Relations at investor_relations@intuit.com. Additional information regarding the question and answer process, including the types and number of questions permitted and how questions will be addressed and disclosed, will be available in the Meeting rules of conduct, which will be posted at the virtual Meeting website during the Meeting. If you lost your control number or are not a stockholder, you will be able to attend the Meeting by visiting www.virtualshareholdermeeting.com/INTU2021INTU2022 and registering as a guest. If you enter the Meeting as a guest,However, in this case, you will not be able to vote, your shares or submit questions, duringor view the Meeting. list of registered stockholders. We will have technicians ready to assist you with any technical difficultiesdifficulties. If you may have trouble accessing or checking in to the virtual Meeting. If you encounter any difficulties accessingmeeting or otherwise during the virtual Meeting during check-in or the Meeting, pleasemeeting, call the technical support number that will be posted on the virtual Meetingmeeting platform log-in page. We have first released this proxy statement to Intuit stockholders beginning on November 25, 2020.24, 2021. | | | | | | | | Information About the Meeting, Voting and Proxies | INTUIT 2022 Proxy Statement | | | 85 | |
Internet Availability of Proxy Materials We are pleased to furnish proxy materials to our stockholders on the Internet, rather than mailing individual printed copies of those materials. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will explain how you may access and review the proxy materials and cast your vote online. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Meeting. The Notice of Internet Availability contains instructions for requesting printed copies of our proxy materials. Record Date, Outstanding Shares and Quorum Only holders of record of Intuit common stock at the close of business on November 23, 202022, 2021 (the “Record Date”) will be entitled to vote at the Meeting. Each share of Intuit common stock is entitled to one vote for each director nominee and one vote for each of the 81INTUIT2021 Proxy Statement |Information About the Meeting, Voting and Proxies
other proposals. On the Record Date, we had approximately 262,745,823283,166,900 shares of common stock outstanding and entitled to vote. In order to have a quorum, a majority of the shares outstanding and entitled to vote on the Record Date must be present at the Meeting, either in person or by proxy. Abstentions and broker non-votes will be counted as “present” in determining whether we have a quorum. If by the date of the Meeting we do not receive proxies representing sufficient shares to constitute a quorum or to approve one or more of the proposals, the Chair of the Meeting, or the individuals named as proxies, may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The individuals named as proxies would typically exercise their authority to vote in favor of adjournment. For 10 days prior to the Meeting, a list of registered stockholders eligible to vote at the Meeting will be available for review. If you would like to view the stockholder list, please contact Intuit Investor Relations at investor_relations@intuit.com. A list of registered stockholders eligible to vote at the Meeting will be available electronically to stockholders at www.virtualshareholdermeeting.com/INTU2021INTU2022 during the entirety of the Meeting. How to Know if You’re a Stockholder of Record or a Beneficial Owner of Shares Held in Street Name Stockholder of record (also known as a record holder). If your shares are registered directly in your name with Intuit’s transfer agent, American Stock Transfer & Trust Company, you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by Intuit. If you request printed copies of the proxy materials by mail, you also will receive a proxy card. Beneficial owner of shares held in street name. If your shares are held on your behalf by a broker, bank or other nominee, then you are the beneficial owner of shares held in “street name.” The Notice of Internet Availability was forwarded to you by yourYour nominee, which is considered the stockholder of record for purposes of voting at the Meeting. YouMeeting, may receive aforward you the Notice of Internet Availability of Proxy Materials from your nomineeor send you a voting instruction form containing instructions that you must follow in order for your shares to be voted. As a beneficial owner, you have the right to instruct your nominee on how to vote the shares held in your account. If you do not provide specific voting instructions, your nominee may only vote on Proposal 3 (ratifying the selection of our independent registered public accounting firm). If you wish to vote electronically during the Meeting, you must log in to the Meeting website at www.virtualshareholdermeeting.com/ INTU2021 using the control number on your Notice of Internet Availability, proxy card or voting instruction form. | | 86 | | | INTUIT 2022 Proxy Statement | Information About the Meeting, Voting and Proxies | | | | | | | |
Required Vote The table below shows the voting options, voting requirement, and effect of abstentions and broker non-votes for each proposal to be presented at the Meeting. | | Proposal | | | Voting
Options | | | Vote Required to Adopt the
Proposal | | | Effect of
Abstentions | | | Effect of “Broker
Non-Votes”“Broker Non-
Votes” (1) | | | | 1. Election of directors | | | For, against or abstain on each nominee | | | A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee | | | No effect | | | No effect | | | | 2. Advisory vote to approve Intuit’s executive compensation (say-on-pay) | | | For, against or abstain | | | The affirmative vote of a majority of the shares of common stock represented at the Meeting and voted for or against the proposal | | | No effect | | | No effect | | | | 3. Ratification of selection of Ernst & Young LLP, as Intuit’s independent registered public accounting firm | | | For, against or abstain | | | The affirmative vote of a majority of the shares of common stock represented at the Meeting and voted for or against the proposal | | | No effect | | | Not applicable | | | | 4. Approve the Amended and Restated 2005 Equity Incentive Plan to, among other things, increase the share reserve by an additional 18,000,000 shares and extend the term of the plan by an additional five years | | | For, against or abstain | | | The affirmative vote of a majority of the shares of common stock represented at the Meeting and voted for or against the proposal | | | No effect | | | No effect | |
(1)
If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee will not have discretionary authority to vote on Proposal No. 1, 2 or 2,4, resulting in a “broker non-vote.” See “Voting and Revoking Proxies” below. Information About the Meeting, Voting and Proxies |INTUIT2021 Proxy Statement82
Voting and Revoking Proxies The Board is soliciting proxies to vote your shares at the Meeting. Please act as soon as possible to vote your shares, even if you plan to attend the Meeting virtually. All stockholders of record have three options for submitting their vote prior to the Meeting: •
online before the Meeting:meeting: www.proxyvote.com (as described in the Notice of Internet Availability); •
by phone (your Notice of Internet Availability explains how to access your proxy card, which contains instructions on how to vote by telephone); or •
by requesting, completing and mailing in a paper proxy card, as outlined in the Notice of Internet Availability. We encourage you to vote via the Internet. To vote online during the Meeting, please visit www.virtualshareholdermeeting.com/INTU2021 and use the control number on your Notice of Internet Availability, proxy card or voting instruction form. If your shares are held on your behalf by a broker, bank or other nominee, you may vote your shares electronically duringas described above in the section “Date, Time and Place of Meeting.” However, if your shares are held on your behalf by a broker, bank or other nominee and you do not plan to participate in the Meeting, you must instruct your nominee how to vote the shares held in your account. Some nominees enable you to do this online or by telephone. If you do not provide voting instructions, your nominee may only vote on Proposal 3 (ratifying the selection of our independent registered public accountant)accounting firm). Without voting instructions regarding Proposals 1, and 2 or 4, your nominee will need to inform the Inspector of Elections that it does not have the authority to vote on those matters, resulting in a so-called “broker non-vote.” If you are a stockholder of record and you sign and return your proxy card but do not give any instructions on how you would like to vote your shares, your shares will be voted in favor of the election of each of the director nominees listed in Proposal 1 and in favor of Proposals 2, 3 and 3.4. As far as we know, no other matters will be presented at the Meeting. However, if any other matters of business are properly presented, the proxy holders named on your proxy card are authorized to vote your shares according to their judgment. | | | | | | | | Information About the Meeting, Voting and Proxies | INTUIT 2022 Proxy Statement | | | 87 | |
Whether you submit your proxy online, by phone or by mail, you may revoke it at any time before voting takes place at the Meeting. If you are the record holder of your shares and you wish to revoke your proxy, you must deliver instructions to: Kerry J. McLean, Corporate Secretary, at Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. You also may revoke a proxy by submitting a later-dated vote, whether electronically at the virtual Meeting or before it, via the Internet, by phone or by mail. If a broker, bank or other nominee is the record holder of your shares and you wish to revoke your proxy, you must contact the record holder of your shares directly or participate in the Meeting and electronically vote your shares during the Meeting. Soliciting Proxies Intuit will pay all expenses of soliciting proxies to be voted at the Meeting. After the proxies are initially distributed, Intuit or its agents also may solicit proxies by mail, electronic mail, telephone or in person. We have hired a proxy solicitation firm, Innisfree M&A Incorporated, to assist us in soliciting proxies. We will pay Innisfree a fee of $10,000 plus their expenses, which we estimate will be approximately $1,000.$4,000. We will ask brokers, custodians, nominees and other record holders to prepare and send a Notice of Internet Availability of Proxy Materials to people or entities for whom they hold shares and to forward copies of the proxy materials to beneficial owners who request paper copies. Voting Results We intend to announce the preliminary voting results at the Meeting. The final voting results will be tallied by our Inspector of Elections and published in a Current Report on Form 8-K that we expect to file within four business days of the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to disclose preliminary voting results and then, within four business days after the final results are known, file an additional Form 8-K to disclose the final voting results. 83INTUIT���2021 Proxy Statement |Information About the Meeting, Voting and Proxies
Annual Report on Form 10-K and Additional Materials The Notice of 20212022 Annual Meeting of Stockholders, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2020,2021 have been made available to all stockholders entitled to vote at the Meeting and who received the Notice of Internet Availability. The Annual Report on Form 10-K can be viewed at https://investors.intuit.com/financials/annual-reports/default.aspx. You can obtain a paper copy of our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended July 31, 2020,2021, without charge by writing to Investor Relations at investor_relations@intuit.com or Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850. Shelter-in-place guidance due to the COVID-19 pandemic has resulted in the temporary closure of Intuit’s offices. Therefore,For faster delivery, we suggest that any communications be made via email. Delivery of Voting Materials to Stockholders Sharing an Address To reduce the expense of delivering duplicate materials to stockholders sharing the same address, we have adopted a procedure approved by the Securities and Exchange Commission called “householding.” Under this procedure, certain stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of Internet Availability, Annual Report on Form 10-K and proxy materials, as applicable, until such time as one or more of these stockholders notifies us that they wish to receive individual copies. Householding reduces duplicate mailings and saves printing costs and postage fees, as well as natural resources. If your shares are held in street name, your broker, bank or other nominee similarly may deliver only one copy of the Notice of Internet Availability, Annual Report on Form 10-K and proxy materials, as applicable, to multiple stockholders who share an address. If you received a “householded” mailing this year, and you would like to have additional copies of our Notice of Internet Availability, Annual Report on Form 10-K, and proxy materials, as applicable, mailed to you, please submit your request to Investor Relations at investor_relations@intuit.com or Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, and we will deliver these materials to you promptly. You may also contact us at this email address if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future. If you would like to opt out of “householding” for future mailings, send a written request to Investor Relations at the above address. Shelter-in-place guidance due to the COVID-19 pandemic has resulted in the temporary closure of Intuit’s offices. Therefore, we suggest that any communications be made via email. | | 88 | | | INTUIT 2022 Proxy Statement | Information About the Meeting, Voting and Proxies | | | | | | | |
Stockholder Proposals and Nominations for the 20222023 Annual Meeting of Stockholders Any stockholder who intends to present a proposal for inclusion in Intuit’s 20222023 proxy statement and form of proxy must submit the proposal, in writing, so that the Corporate Secretary receives it at our principal executive offices by the close of business on July 28, 2021.27, 2022. Such proposals also must comply with Rule 14a-8 under the Securities and Exchange Act of 1934, and any other applicable SEC guidance relating to stockholder proposals. Any stockholder who wishes to put a proposal or a Board nomination before the 20222023 Annual Meeting of Stockholders, without including such proposal or nomination in Intuit’s 20222023 proxy statement, must provide written notice of the proposal or nomination to Intuit’s Corporate Secretary, at our principal executive offices, between the close of business on October 8, 2021,7, 2022 and the close of business on November 7, 2021.6, 2022. However, in the event that the 20222023 Annual Meeting of Stockholders is to be held on a date that is more than 30 days before or 60 days after January 21, 202220, 2023 (the anniversary date of the Meeting) or if no Annual Meeting of Stockholders was held in the preceding year, then such notice must be delivered not earlier thanbetween the close of business on the 105th day prior to the date of the 20222023 Annual Meeting of Stockholders and not later than the close of business on the later of the 75th day prior to the date of the 20222023 Annual Meeting of Stockholders, or the 10th day following the day on which public announcement of the date of the 20222023 Annual Meeting of Stockholders is first made.made by us. In addition, our stockholders must comply with the procedural requirements in our bylaws. Our bylaws provide that, under certain circumstances, stockholders may include director candidates that they have nominated in our proxy statement. These proxy access provisions permit a stockholder, or a group of up to 20 stockholders, who have owned 3% or more of Intuit’s outstanding shares continuously for at least three years to submit director nominees (for the greater of two directors or up to 20% of our Board) for inclusion in our proxy materials, as long as the stockholder(s) provide timely written notice of such nomination and the stockholder(s) and nominee(s) satisfy the requirements specified in our bylaws. Notice of director nominees must include the information required under our bylaws and must be received by our Corporate Secretary at our principal executive offices between the Information About the Meeting, Voting and Proxies |INTUIT2021 Proxy Statement84
close of business on July 13, 2021,12, 2022 and the close of business on August 12, 2021,11, 2022, unless the date of the 20222023 Annual Meeting of Stockholders has been changed by more than 30 days.days from January 20, 2023 or if no Annual Meeting of Stockholders was held in the preceding year. In that case, such notice must be delivered not earlier thanbetween the close of business on the 135th day prior to the date of the 20222023 Annual Meeting of Stockholders and not later than the close of business on the later of the 105th day prior to the date of the 20222023 Annual Meeting of Stockholders or the 10th day following the day on which public announcement of the date of the 20222023 Annual Meeting of Stockholders is first made.made by us. Our stockholders can find our bylaws on our website at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx or on file with the SEC. The chair of the Meeting may refuse to acknowledge or introduce any stockholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the bylaws. If a stockholder fails to meet these deadlines or fails to satisfy the requirements of SEC Rule 14a-4, as applicable (or, in some cases, even if the stockholder meets these deadlines and requirements), the individuals named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate if and when the matter is raised at the Meeting. 85INTUIT2021| | | | | | | | Information About the Meeting, Voting and Proxies | INTUIT 2022 Proxy Statement |Information About the Meeting, Voting and Proxies | | | 89 | |
Appendix A INTUIT INC.
Supplemental Information for the Proxy Summary and Compensation Discussion and Analysis in the Proxy Statement for the 20212022 Annual Meeting of Stockholders INFORMATION REGARDING NON-GAAP FINANCIAL MEASURES AND RECONCILIATION OF NON-GAAP FINANCIAL MEASURES TO MOST DIRECTLY COMPARABLEInformation Regarding Non-GAAP Financial Measures and Reconciliation of Non-GAAP Financial Measures to Most Directly Comparable GAAP MEASURESMeasures
The Proxy Summary and the Compensation Discussion and Analysis (“CD&A”) of the proxy statement contain twofour non-GAAP financial measures — non-GAAP operating income, and non-GAAP earnings per share (“EPS”)., adjusted revenue and adjusted non-GAAP operating income. The table on page A-3 of this proxy statement reconciles the non-GAAP financial measures in the Proxy Summary and CD&A to the most directly comparable financial measures prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). About Non-GAAP Financial Measures Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies. We compute non-GAAP financial measures using the same consistent method from quarter to quarter and year to year. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures. We exclude the following items from all of our non-GAAP financial measures: •
Share-based compensation expense •
Amortization of acquired technology •
Amortization of other acquired intangible assets •
Goodwill and intangible asset impairment charges •
Gains and losses on disposals of businesses and long-lived assets •
Professional fees for business combinations We also exclude the following items from non-GAAP net income and non-GAAP diluted net income per share: •
Gains and losses on debt and equity securities and other investments •
Income tax effects and adjustments •
Discontinued operations We believe that these non-GAAP financial measures provide meaningful supplemental information regarding Intuit’s operating results primarily because they exclude amounts that we do not consider part of ongoing operating results when planning and forecasting and when assessing the performance of the organization, our individual operating segments or our senior management. We believe our non-GAAP financial measures also facilitate the comparison by management and investors of results for current periods and guidance for future periods with results for past periods. The following are descriptions of the items we exclude from our non-GAAP financial measures. Share-based compensation expenses. These consist of non-cash expenses for stock options, restricted stock units and our Employee Stock Purchase Plan. When considering the impact of equity awards, we place greater emphasis on overall stockholder dilution rather than the accounting charges associated with those awards. Appendix A |INTUIT2021 Proxy StatementA-1
Amortization of acquired technology and amortization of other acquired intangible assets. When we acquire a business in a business combination, we are required by GAAP to record the fair values of the intangible assets of the entity and amortize them over their useful lives. Amortization of acquired technology in cost of revenue includes amortization of software and other technology assets of acquired entities. Amortization of other acquired intangible assets in operating expenses includes amortization of assets such as customer lists, covenants not to compete, and trade names. Goodwill and intangible asset impairment charges.charges. We exclude from our non-GAAP financial measures non-cash charges to adjust the carrying values of goodwill and other acquired intangible assets to their estimated fair values. | | A-1 | | | INTUIT 2022 Proxy Statement | Appendix A | | | | | | | |
Gains and losses on disposals of businesses and long-lived assets. We exclude from our non-GAAP financial measures gains and losses on disposals of businesses and long-lived assets because they are unrelated to our ongoing business operating results. Professional fees for business combinations. We exclude from our non-GAAP financial measures the professional fees we incur to complete business combinations. These include investment banking, legal and accounting fees. Gains and losses on debt and equity securities and other investments. We exclude from our non-GAAP financial measures gains and losses that we record when we sell or impair available-for-sale debt and equity securities and other investments. Income tax effects and adjustments. We use a long-term non-GAAP tax rate for evaluating operating results and for planning, forecasting, and analyzing future periods. This long-term non-GAAP tax rate excludes the income tax effects of the non-GAAP pre-tax adjustments described above, and eliminates the effects of non-recurring and period specificperiod-specific items which can vary in size and frequency. Based on our current long-term projections, we are using a long-term non-GAAP tax rate of 23% and 24% for fiscal 20192020 and fiscal 2020. This2021, respectively. These long-term non-GAAP tax raterates could be subject to change for various reasons including significant changes in our geographic earnings mix or fundamental tax law changes in major jurisdictions in which we operate. We evaluate thisthese long-term non-GAAP tax raterates on an annual basis and whenever any significant events occur which may materially affect this rate.the rates. Operating results and gains and losses on the sale of discontinued operations. From time to time, we sell or otherwise dispose of selected operations as we adjust our portfolio of businesses to meet our strategic goals. In accordance with GAAP, we segregate the operating results of discontinued operations as well as gains and losses on the sale of these discontinued operations from continuing operations on our GAAP statements of operations, but continue to include them in GAAP net income or loss and GAAP net income or loss per share. We exclude these amounts from our non-GAAP financial measures. A-2INTUIT2021| | | | | | | | Appendix A | INTUIT 2022 Proxy Statement |Appendix A | | | A-2 | |
INTUIT INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
TO MOST DIRECTLY COMPARABLE GAAP FINANCIAL MEASURES | | (In millions, unaudited) | | Fiscal Year Ended
July 31, 2020 | | Fiscal Year Ended
July 31, 2019 | | | | | Fiscal Year Ended | | | | GAAP operating income | | | $ | 2,176 | | | | $ | 1,854 | | | (In millions, unaudited) | | July 31, 2021 | | July 31, 2020 | | | | Amortization of acquired technology | | | | 22 | | | | | 20 | | | GAAP operating income | | | $ | 2,500 | | | | $ | 2,176 | | | | | Amortization of other acquired intangible assets | | | | 6 | | | | | 6 | | | Amortization of acquired technology | | | | 50 | | | | | 22 | | | | | Professional fees for business combinations | | | | 29 | | | | | 1 | | | Amortization of other acquired intangible assets | | | | 146 | | | | | 6 | | | | | Share-based compensation expense | | | | 435 | | | | | 401 | | | Professional fees for business combinations | | | | 36 | | | | | 29 | | | | | Non-GAAP operating income | | | $ | 2,668 | | | | $ | 2,282 | | | Share-based compensation expense | | | | 753 | | | | | 435 | | | | | GAAP net income | | | $ | 1,826 | | | | $ | 1,557 | | | Non-GAAP operating income | | | | $ | 3,485 | | | | $ | 2,668 | | | | | Amortization of acquired technology | | | | 22 | | | | | 20 | | | GAAP net income | | | $ | 2,062 | | | | $ | 1,826 | | | | | Amortization of other acquired intangible assets | | | | 6 | | | | | 6 | | | Amortization of acquired technology | | | | 50 | | | | | 22 | | | | | Professional fees for business combinations | | | | 29 | | | | | 1 | | | Amortization of other acquired intangible assets | | | | 146 | | | | | 6 | | | | | Share-based compensation expense | | | | 435 | | | | | 401 | | | Professional fees for business combinations | | | | 36 | | | | | 29 | | | | | Net loss on debt securities and other investments | | | | 5 | | | | | 6 | | | Share-based compensation expense | | | | 753 | | | | | 435 | | | | | Income tax effects and adjustments | | | | (248) | | | | | (209) | | | Net (gain) loss on debt securities and other investments | | | | (15) | | | | | 5 | | | | | Non-GAAP net income | | | $ | 2,075 | | | | $ | 1,782 | | | Other income from divested businesses | | | | (30) | | | | | — | | | | | GAAP diluted net income per share | | | $ | 6.92 | | | | $ | 5.89 | | | Income tax effects and adjustments | | | | (345) | | | | | (248) | | | | | Amortization of acquired technology | | | | 0.08 | | | | | 0.08 | | | Non-GAAP net income | | | | $ | 2,657 | | | | $ | 2,075 | | | | | Amortization of other acquired intangible assets | | | | 0.02 | | | | | 0.03 | | | GAAP diluted net income per share | | | $ | 7.56 | | | | $ | 6.92 | | | | | Professional fees for business combinations | | | | 0.11 | | | | | — | | | Amortization of acquired technology | | | | 0.18 | | | | | 0.08 | | | | | Share-based compensation expense | | | | 1.65 | | | | | 1.52 | | | Amortization of other acquired intangible assets | | | | 0.53 | | | | | 0.02 | | | | | Net loss on debt securities and other investments | | | | 0.02 | | | | | 0.02 | | | Professional fees for business combinations | | | | 0.13 | | | | | 0.11 | | | | | Income tax effects and adjustments | | | | (0.94) | | | | | (0.79) | | | Share-based compensation expense | | | | 2.76 | | | | | 1.65 | | | | | Non-GAAP diluted net income per share | | | $ | 7.86 | | | | $ | 6.75 | | | Net (gain) loss on debt securities and other investments | | | | (0.05) | | | | | 0.02 | | | | | Shares used in diluted per share calculations | | | | 264 | | | | | 264 | | | Other income from divested businesses | | | | (0.11) | | | | | — | | | | | | Income tax effects and adjustments | | | | (1.26) | | | | | (0.94) | | | | | | Non-GAAP diluted net income per share | | | | $ | 9.74 | | | | $ | 7.86 | | | | | | Shares used in diluted per share calculations | | | | | 273 | | | | | 264 | | | | | | Supplemental non-GAAP information:(1) | | | | | | | | | | | | | | | Total revenue | | | $ | 9,633 | | | | | | | | | | | Less Credit Karma revenue | | | | (865) | | | | | | | | | | | Adjusted revenue | | | | $ | 8,768 | | | | | | | | | | | Total non-GAAP operating income | | | $ | 3,485 | | | | | | | | | | | Less Credit Karma operating income | | | | (182) | | | | | | | | | | | Adjusted non-GAAP operating income | | | | $ | 3,303 | | | | | | | | | | | |
(1)
Adjusted revenue and adjusted non-GAAP operating income were used in the FY21 IPI bonus calculations. See “Compensation Discussion and Analysis — Components of Compensation — Annual Cash Bonuses” for more information. | | A-3 | | | INTUIT 2022 Proxy Statement | Appendix A | | | | | | | |
Appendix B INTUIT INC. Amended and Restated 2005 Equity Incentive Plan 1. PURPOSE. The purpose of the Amended and Restated 2005 Equity Incentive Plan (the “Plan”) is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company and its Subsidiaries by offering them an opportunity to participate in the Company’s future performance through awards of Options, Stock Appreciation Rights (“SARs”), Restricted Stock Awards, Restricted Stock Units (“RSUs”) and Cash-Based Awards. Capitalized terms not defined in the text are defined in Section 30. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. (a) Number of Shares. Subject to adjustment as provided in Section 2.2 and the share counting provisions below in Sections 2.1(b)-(c) inclusive, the Shares available for the grant of new Awards under the Plan as of the Effective Date shall not exceed 37,589,256 Shares determined as follows: (i) The sum of (A) an additional 18,000,000 Shares; (B) 16,303,315 Shares that remain available for new grants under the Plan, as of October 31, 2021; and (C) 3,285,941 Shares that remain available for new grants under the Credit Karma Plan, as of October 31, 2021; minus (ii) The sum of (A) one (1) Share for every one (1) Share that was subject to an Option or Stock Appreciation Right granted under the Plan or an option or stock appreciation right granted under the Credit Karma Plan, in each case after October 31, 2021 and prior to the Effective Date; plus (B) 2.3 Shares for every one (1) Share that was subject to an award other than an Option or Stock Appreciation Right granted under the Plan or an award other than an option or stock appreciation right granted under the Credit Karma Plan, in each case, after October 31, 2021 and prior to the Effective Date. Any Shares that are subject to Options or SARs granted on or after the Effective Date shall be counted against this limit as one (1) Share for every one (1) Share granted, and any Shares that are subject to Awards other than Options or Stock Appreciation Rights granted on or after the Effective Date shall be counted against this limit as 2.3 Shares for every one (1) Share granted. On and after the Effective Date, no awards may be granted under the Credit Karma Plan. (b) If any Shares subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), then in each such case the Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, be added to the Shares available for Awards under the Plan, in accordance with Section 2.1(c) below. In the event that withholding tax liabilities from an Award granted on or after July 21, 2016 other than an Option or Stock Appreciation Right are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan in accordance with Section 2.1(c) below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph (a) of this Section: (i) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to Options or SARs, (iii) Shares subject to a SAR that are not issued in connection with its stock settlement on exercise thereof, and (iv) Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. For purposes of applying the share counting rules of this Section 2.1(b), after October 31, 2021, the same rules shall apply with respect to awards granted under the Credit Karma Plan. (c) Any Shares that again become available for Awards under the Plan pursuant to this Section 2.1 shall be added as (i) one (1) Share for every one (1) Share subject to Options or SARs (or, after October 31, 2021, an option or stock appreciation right granted under the Credit Karma Plan), and (ii) as 2.3 Shares for every one (1) Share subject to Awards other than Options or SARs (or, after October 31, 2021, an award other than an option or stock appreciation right granted under the Credit Karma Plan). (d) The Company may issue Shares that are authorized but unissued Shares or treasury Shares, including Shares repurchased by the Company, whether directly from a Participant pursuant to the terms of Awards granted under the Plan or on the open market. (e) At all times the Company will reserve and keep available a sufficient number of Shares to satisfy the requirements of all outstanding Awards granted under the Plan. 2.2 Adjustment of Shares. If the outstanding Shares are affected by a merger, consolidation, reorganization, liquidation, stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification, split-up, spin-off, share combination, share exchange, extraordinary dividend or distribution of cash (other than a normal cash dividend), property and/or securities, or other change in the capital structure of the Company, an adjustment shall be made in (a) the number of Shares (or other securities or property) reserved for issuance under the Plan and the limits that are set forth in Section 2.3; (b) the Exercise Prices | | | | | | | | Appendix B | INTUIT 2022 Proxy Statement | | | B-1 | |
of and number of Shares (or other securities or property) subject to outstanding Options and SARs; (c) the number of Shares (or other securities or property) subject to other outstanding Awards, and (d) any performance conditions relating to Awards granted under the Plan, as shall be determined to be appropriate and equitable by the Committee, exercising its authority under Section 4 of the Plan, for the purpose of preventing the dilution or enlargement of rights and privileges under the terms of the Plan or any outstanding Award. Notwithstanding the foregoing, fractions of a Share (or other security) will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share (or other security) or will be rounded to a whole Share (or other security), as determined by the Committee and as permitted under Section 424(a) of the Code. 2.3 Individual Award Limits and ISO Limit. The aggregate number of Shares subject to Awards granted under this Plan in any fiscal year to any one Participant shall not exceed 2,000,000 Shares, other than new employees of the Company or of any Subsidiary, who are eligible to receive up to a maximum of 3,000,000 Shares issuable under Awards granted in the calendar year in which they commence their employment. The aggregate number of Shares that may be issued pursuant to the exercise of ISOs under this Plan shall not exceed 156,110,386 Shares. The maximum cash amount payable pursuant to all Cash-Based Awards granted in any calendar year to any Participant under this Plan shall not exceed five million dollars ($5,000,000). 2.4 Director Limits. Notwithstanding any other provision of the Plan to the contrary, the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Non-Employee Director during any single calendar year (not including Awards granted in lieu of retainers or other cash payments for service as a Non-Employee Director), shall not exceed $625,000, with such limit to be increased an additional $250,000 for any Lead Non-Employee Director or Non-Employee Director who is Chairman of the Board. 2.5 Assumed or Substituted Awards of Acquired Companies. In the event that the Company acquires or combines with another company and grants Awards under the Plan in assumption or substitution of outstanding equity awards of such company, the number of Shares authorized for issuance under this Plan shall be increased to the extent necessary to satisfy such assumed or substituted awards (based on the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of the equity securities of the acquired company, and in a manner consistent with Section 424(a) of the Code), and the issuance of Shares pursuant to such assumed or substituted awards shall not reduce the Shares otherwise authorized for issuance under the Plan (or be eligible to be added back to the Shares authorized for issuance under the Plan pursuant to Sections 2.1(b) or 2.1(c)). 2.6 Dividends and Dividend Equivalent Rights. To the extent that the Company declares dividends payable with respect to the Shares subject to an Award, the following provisions shall apply: (a) Dividends may only become payable with respect to Shares subject to Restricted Stock Awards. (b) Dividend equivalent rights shall not be granted alone or in connection with any Award under the Plan other than an Award of Restricted Stock Units. (c) Any dividends issuable with respect to Shares subject to a Restricted Stock Award or dividend equivalent rights granted under the terms of an RSU shall be subject to the same restrictions and risk of forfeiture as the underlying Shares subject to the Award and shall become payable no earlier than the time that the underlying Shares subject to the Award are no longer subject to such restrictions or risk of forfeiture. 3. ELIGIBILITY. ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or of a Subsidiary. All other Awards may be granted to employees (including officers and directors who are also employees) or other individuals who are Non-Employee Directors, consultants or advisors of the Company or any Subsidiary; provided that such consultants or advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities. The Committee (or its designee under Section 4.1(c)) will from time to time determine and designate among the eligible persons who will be granted one or more Awards under the Plan. A person may be granted more than one Award under the Plan. 4. ADMINISTRATION. 4.1 |Committee Authority. The Plan shall be administered by the Committee; provided, however, that any power of the Committee also may be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any Award or transaction to (i) become subject to (or lose an exemption under) Rule 16b-3 under the Exchange Act, or (ii) fail to satisfy Rule 5605(d) of the Nasdaq Marketplace Rules (or any successor to such rule or other comparable rule as to which the Company may be required to comply). The Committee will have full power to implement and carry out the Plan and the purposes of the Plan, subject to the terms of the Plan, including but not limited to the authority to: (a) construe and interpret the Plan, any Award Agreement and any other agreement or document executed pursuant to the Plan or relating to the administration or operation of the Plan; (b) prescribe, amend and rescind rules and regulations relating to the Plan or any Award, including determining forms and agreements used in connection with the Plan; provided that the Committee may delegate to one or more officers of the Company, including the Chief Executive Officer, the Chief Financial Officer or the officer in charge of Human Resources, the authority to approve revisions to the forms and agreements used in connection with the Plan that are designed to facilitate Plan administration both domestically and abroad, and that are not inconsistent with the Plan or with any resolutions of the Committee relating to the Plan; | | B-2 | | | INTUIT 2022 Proxy Statement | Appendix B | | | | | | | |
(c) select persons to receive Awards; provided that the Committee may delegate to one or more individuals who would be considered “officers” under Section 157(c) of the General Corporation Law of the State of Delaware the authority to grant an Award under the Plan to Participants who are not Insiders within such limit of the total number of Awards which may be granted by such officers established by resolution of the Committee; (d) determine the terms of Awards; (e) determine the number of Shares or other consideration subject to Awards; (f) determine whether Awards will be granted singly, in combination, or in tandem with, in replacement of, or as alternatives to, other Awards under the Plan or any other incentive or compensation plan of the Company or any Subsidiary; (g) grant waivers of Plan or Award conditions, including, without limitation, the waiver of the termination provisions applicable to Options under Section 5.6(b)); (h) determine the vesting, exercisability, transferability, and payment of Awards, including the authority to accelerate the vesting of Awards; (i) correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award Agreement; (j) determine whether an Award has been earned; (k) establish subplans for the grant of Awards to Participants who are foreign nationals or are employed outside the U.S., which subplans may provide for different terms and conditions applicable to Awards if necessary or desirable to recognize differences in local law or tax policy; (l) amend the Plan; (m) address unanticipated events (including any temporary closure of the stock exchange on which the Company is listed, disruption of communications or natural catastrophe); and (n) make all other determinations necessary or advisable for the administration of the Plan. 4.2 INTUITCommittee Interpretation and Discretion. Any determination made by the Committee with respect to any Award pursuant to Section 4.1 above shall be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the interpretation of the Plan or any Award Agreement shall be submitted by the Participant or Company to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on the Company and Participant. The Committee may delegate to one or more individuals who would be considered “officers” under Section 157(c) of the General Corporation Law of the State of Delaware the authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution shall be final and binding on the Company and Participant. Notwithstanding any provision of the Plan to the contrary, administration of the Plan shall at all times be limited by the requirement that any administrative action or exercise of discretion shall be void (or suitably modified when possible) if necessary to avoid the application to any Participant of immediate taxation and/or tax penalties or additional taxes under Section 409A of the Code. 2021 Proxy Statement5. OPTIONS. The Committee may grant Options to eligible persons and will determine (a) whether the Options will be ISOs or NQSOs; (b) the number of Shares subject to the Option; (c) the Exercise Price of the Option; (d) the period during which the Option may be exercised; and (e) all other terms and conditions of the Option, subject to the provisions of this Section 5 and the Plan.
5.1 A-3Form of Option Grant. Each Option granted under the Plan will be evidenced by a Stock Option Agreement that will expressly identify the Option as an ISO or NQSO. The Stock Option Agreement will be substantially in a form and contain such provisions (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. 5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination and completes all necessary action on its part to grant the Option, unless a later date is otherwise specified by the Committee. The Stock Option Agreement, and a copy of the Plan and the current Prospectus for the Plan (plus any additional documents required to be delivered under applicable laws), will be delivered to the Participant within a reasonable time after the Option is granted. The Stock Option Agreement, the Plan, the Prospectus and other documents may be delivered in any manner (including electronic distribution or posting) that meets applicable legal requirements. 5.3 Vesting and Expiration Date. An Option will become vested and exercisable as determined by the Committee and set forth in the Stock Option Agreement governing such Option, subject to the provisions of Section 5.6, and subject to Company policies established by the Committee (or by individuals to whom the Committee has delegated responsibility) from time to time with respect to vesting during leaves of absences. An Option may be granted to allow for its exercisability prior to vesting. Vesting of an Option may be based upon completion of a specified period of service with the Company, the attainment of pre-established performance goals, such other factors as the Committee determines, or a combination of the foregoing. The Stock Option Agreement governing such Option shall set forth the last date that the Option may be exercised (the “Expiration Date”), and may provide for automatic exercise of the Option on such Expiration Date if the Exercise Price per Share is less than the Fair Market Value per Share on such Expiration Date and the Participant has not previously exercised the Option, or may provide that in the event that trading in the | | | | | | | | Appendix B | INTUIT 2022 Proxy Statement | | | B-3 | |
Company’s stock is prohibited by law, the term of the Option automatically shall be extended until the date that is 30 days after such prohibition is lifted, to the extent that such extension does not cause the Participant to become subject to taxation under Section 409A of the Code. Notwithstanding the foregoing, no Option will be exercisable after ten years from the date the Option is granted; provided that no ISO granted to a Ten Percent Stockholder will be exercisable after five years from the date the Option is granted. 5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may not be less than 100% of the Fair Market Value of the Shares on the date of grant; provided, however, that (i) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant, and (ii) in the event that the Company acquires or combines with another company and grants Awards under the Plan in assumption or substitution of outstanding equity awards of such company, the Exercise Price of such Options may be less than 100% of the Fair Market Value of the Shares on the date of grant if such Exercise Price is based on a formula that meets the requirements of Section 424(a) of the Code set forth in the terms of the awards being assumed or substituted or in the terms of the agreement governing the acquisition transaction. 5.5 Procedures for Exercise. A Participant or Authorized Transferee may exercise Options by following the procedures established by the Company, as communicated and made available to Participants through the stock pages on the Intuit intranet web site, and/or through the Company’s electronic mail system. Payment for the Shares purchased must be made in accordance with Section 11 of the Plan and the Stock Option Agreement. 5.6 Termination of Employment. (a) Vesting. Except as otherwise provided in this Section 5.6(a) or in a Participant’s Stock Option Agreement, an Option will cease to vest on the Participant’s Termination Date. Notwithstanding the foregoing, any Option granted to a Participant who is an employee who has been actively employed by the Company or any Subsidiary for one year or more or who is a director, will vest as to 100% of the Shares subject to such Option if the Participant is Terminated due to Disability or death, unless otherwise provided in such Participant’s Stock Option Agreement. (b) Post-Termination Exercise Period. Following a Participant’s Termination, unless otherwise provided in a Participant’s Stock Option Agreement, any unvested portion of the Participant’s Option shall terminate, and any vested portion of the Participant’s Option may be exercised during the periods set forth below, after which it automatically shall terminate: (i) no later than 90 days after the Termination Date if a Participant is Terminated for any reason except death or Disability, unless a longer time period, not exceeding five years, is specifically set forth in the Participant’s Stock Option Agreement; provided that no Option may be exercised after the Expiration Date of the Option; or (ii) no later than (A) twelve months after the Termination Date in the case of Termination due to Disability or (B) eighteen months after the Termination Date in the case of Termination due to death or if a Participant dies within three months after the Termination Date, unless a longer time period, not exceeding five years, is specifically set forth in the Participant’s Stock Option Agreement; provided that no Option may be exercised after the Expiration Date of the Option. 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option; provided that the minimum number will not prevent a Participant from exercising an Option for the full number of Shares for which it is then exercisable. 5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under the Plan or any compensatory stock plan of the Company or any parent or Subsidiary under which ISOs may be granted) shall not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, the Options for the first $100,000 worth of Shares to become exercisable in that calendar year will be ISOs, and the Options for the Shares with a Fair Market Value in excess of $100,000 that become exercisable in that calendar year will be NQSOs. If the Code is amended to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit shall be automatically incorporated into the Plan and will apply to any Options granted after the effective date of the Code’s amendment. 5.9 Notice of Disqualifying Dispositions of Shares Acquired on Exercise of an ISO. If a Participant sells or otherwise disposes of any Shares acquired pursuant to the exercise of an ISO on or before the later of (a) the date two years after the Date of Grant, and (b) the date one year after the exercise of the ISO (in either case, a “Disqualifying Disposition”), the Company may require the Participant to immediately notify the Company in writing of such Disqualifying Disposition. 5.10 Modification, Extension or Renewal. Subject to Section 5.12, the Committee may modify or extend or renew outstanding Options and authorize the grant of new Options in substitution therefor; provided that any such action may not, without the written consent of the Participant, materially impair any of the Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered shall be treated in accordance with Section 424(h) of the Code. 5.11 No Disqualification. Notwithstanding any other provision in the Plan, no term of the Plan relating to ISOs will be interpreted, amended or altered, and no discretion or authority granted under the Plan will be exercised, so as to disqualify the Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code. | | B-4 | | | INTUIT 2022 Proxy Statement | Appendix B | | | | | | | |
5.12 No Repricing. Except as otherwise provided in Section 2.2, the Exercise Price of an outstanding Option may not, directly or indirectly, be reduced without stockholder approval, and at any time when the Exercise Price of an outstanding Option is above the Fair Market Value per Share, the terms of such outstanding Option may not, directly or indirectly, be amended without stockholder approval, to provide for the cancellation and re-grant or the exchange of such outstanding Option for either cash or a new Award with a lower (or no) exercise price; provided, however, that in the event of a Corporate Transaction, any Option with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Common Stock (on a per share basis) may be cancelled without any consideration. 6. STOCK APPRECIATION RIGHTS. 6.1 Awards of SARs. A Stock Appreciation Right (“SAR”) is an award to an eligible person having a value equal to the value determined by multiplying the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price and the number of Shares with respect to which the SAR is being settled. The SAR may be granted for services to be rendered or for past services already rendered to the Company or any Subsidiary or for any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. All SARs shall be made pursuant to an Award Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan. 6.2 Terms of SARs. The Committee will determine the terms of a SAR including, without limitation: (a) the number of Shares deemed subject to the SAR; (b) the Exercise Price and the time or times during which the SAR may be settled; (c) the consideration to be distributed on settlement of the SAR; and (d) the effect on each SAR of the Participant’s Termination. The Exercise Price of the SAR will be determined by the Committee when the SAR is granted and may not be less than 100% of Fair Market Value, except under the same circumstances that apply with respect to Options under Section 5.4(ii). 6.3 Vesting and Expiration Date. A SAR will be vested and exercisable within the times or upon the occurrence of events determined by the Committee and set forth in the Award Agreement governing such SAR. A SAR may be granted to allow for its exercisability prior to vesting. Vesting of a SAR may be based upon completion of a specified period of service with the Company, the attainment of pre-established performance goals, such other factors as the Committee determines, or a combination of the foregoing. The Award Agreement shall set forth the Expiration Date for the SAR; provided that no SAR will be exercisable after seven years from the date the SAR is granted. And, provided further, that the Award Agreement may provide for automatic settlement of the SAR on such Expiration Date if the Exercise Price per Share is less than the Fair Market Value per Share on such Expiration Date and the SAR has not previously been settled, or may provide that in the event that trading in the Company’s stock is prohibited by law, the term of the SAR automatically shall be extended until the date that is 30 days after such prohibition is lifted, to the extent that such extension does not cause the Participant to become subject to taxation under Section 409A of the Code. 6.4 Form and Timing of Settlement. Payment with respect to a SAR shall be made in Shares, or such other consideration as is approved by the Committee. 6.5 No Repricing. Except as otherwise provided in Section 2.2, the Exercise Price of an outstanding SAR may not be reduced without stockholder approval, and at any time when the Exercise Price of an outstanding SAR is above the Fair Market Value per Share, the terms of such outstanding SAR may not, directly or indirectly, be amended without stockholder approval, to provide for the cancellation and re-grant or the exchange of such outstanding SAR for either cash or a new Award with a lower (or no) exercise price; provided, however, that in the event of a Corporate Transaction, any SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Common Stock (on a per share basis) may be cancelled without any consideration. 7. RESTRICTED STOCK AWARDS. 7.1 Awards of Restricted Stock. A Restricted Stock Award is an award to an eligible person of the issuance of Shares for services to be rendered or for past services already rendered to the Company or any Subsidiary or for any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. All Restricted Stock Awards shall be made pursuant to an Award Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. No payment will be required for Shares awarded pursuant to a Restricted Stock Award. The number of Shares awarded shall be subject to the applicable limit or limits of Section 2. 7.2 Terms of Restricted Stock Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Restricted Stock Award and any restrictions thereon. These restrictions may be based upon completion of a specified period of service with the Company, upon satisfaction of performance goals as set out in advance in the Participant’s Award Agreement, upon such other factors as the Committee determines, or a combination of the foregoing. If the Restricted Stock Award is to be earned upon the satisfaction of performance goals, the Committee shall: (a) determine the nature, length and starting date of any performance period for the Award; (b) select the performance goals, which may include one or more Performance Criteria; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the time that restrictions are lifted with respect to one or more Shares subject to a Restricted Stock Award as a result of satisfaction of the service or performance goals, the Committee may require that the Shares be held by the Company under the terms of an escrow or similar arrangements according | | | | | | | | Appendix B | INTUIT 2022 Proxy Statement | | | B-5 | |
to terms determined by the Company and as described further in Section 16 below. The Committee may adjust the performance goals applicable to a Restricted Stock Award during a Performance Period in the manner described in Section 10.2(b) below. 7.3 Dividends. A Participant who has received the grant of a Restricted Stock Award shall not be entitled to receive dividends and other distributions paid with respect to Shares subject to such Award during the period during which such Shares are restricted. However, any such dividends or distributions shall be retained by the Company and shall be paid to the Participant at the same time that the Shares which respect to which such dividends or distributions were paid are released from the restrictions of the Award described in Section 7.2 above. 7.4 Termination of Employment. If a Participant is Terminated prior to full vesting of a Restricted Stock Award for any reason, then such Participant will be entitled to retain the Shares subject to the Restricted Stock Award only to the extent the restrictions on such Shares have lapsed as of the date of Termination in accordance with the Award Agreement, unless the Committee will determine otherwise. 7.5 83(b) Election. To the extent a Participant makes an election under Section 83(b) of the Code with respect to a Restricted Stock Award, within ten days of filing such election with the Internal Revenue Service, the Participant must notify the Company in writing of such election. 8. RESTRICTED STOCK UNITS 8.1 Awards of Restricted Stock Units. Restricted Stock Units (“RSUs”) are Awards denominated in units of Shares under which the issuance of Shares (or the settlement in an equivalent value in cash) is subject to such conditions (including continued employment or other service, the attainment of pre-established performance goals, which may include one or more Performance Criteria, other factors as the Committee determines, or a combination of the foregoing.) as the Committee shall determine. RSUs may be granted for services to be rendered or for past services already rendered to the Company or any Subsidiary or for any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. All RSUs shall be awarded pursuant to an Award Agreement, which shall be in substantially a form (which need not be the same for each Participant) that the Committee or an officer of the Company (pursuant to Section 4.1(b)) has from time to time approved, and will comply with and be subject to the terms and conditions of the Plan. 8.2 Terms of RSUs. The Committee will determine the terms of a RSU including, without limitation: (a) the number of Shares deemed subject to the RSU; (b) the time or times at which the RSU vests; (c) the consideration to be distributed on settlement; and (d) the effect on each RSU of the Participant’s Termination. 8.3 Timing of Settlement. Settlement of a RSU shall be made no later than March 15 of the year following the year of vesting; provided that to the extent permissible under law, the Committee may permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU and any deferral election satisfy the requirements of Section 409A of the Code. 8.4 Dividend Equivalent Rights. A Participant shall be entitled to receive dividend equivalent rights prior to the issuance of Shares subject to the RSU to the extent and under the terms and conditions provided in the applicable Award Agreement; provided that, any such dividend equivalent rights shall be paid upon the date the RSUs with respect to which such dividend equivalent rights are payable become vested and payable (it being understood that no dividend equivalent rights will be paid with respect to Shares underlying any RSUs that do not vest). Except as explicitly provided for in this Section 8.4, dividend equivalent rights shall not be granted alone or in connection with any Award under the Plan. 8.5 Voting Rights. A Participant shall not be entitled to voting or any other rights as a stockholder with respect to a RSU, unless and until such RSU is settled in Shares. 9. CASH-BASED AWARDS 9.1 Performance or Service Criteria. The Committee shall establish the service or performance criteria, which may include one or more Performance Criteria, and level of achievement versus these criteria, if applicable, that shall determine the amount(s) payable under a Cash-Based Award. 9.2 Timing and Form of Payment. The Committee shall determine the timing of payment of any Cash-Based Award. Payment of the amount due under a Cash-Based Award may be made in cash or in Shares, or a combination thereof, as determined by the Committee. The Committee may provide for or, subject to such terms and conditions as the Committee may specify, may permit a Participant to elect, the payment of any Cash-Based Award to be deferred to a specified date or event. Any deferral election shall comply with the provisions of Section 409A of the Code to the extent applicable. 10. PERFORMANCE-BASED COMPENSATION. 10.1 General. The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the number of Shares to be granted, retained, vested, issued or issuable under or in settlement of or the amount payable pursuant to an Award, which criteria may be based on Performance Criteria or other standards of the performance of the Company and its Subsidiaries or any portion thereof and/or personal performance factors. Notwithstanding satisfaction of any performance goals, the number of Shares issued under or the amount paid under an Award may be adjusted by the Committee on the basis of such further considerations as the Committee in its sole discretion shall determine, except as may be otherwise provided in a Participant’s Award Agreement. Without the express authorization of the Committee, the exercise of discretion described in the preceding sentence may | | B-6 | | | INTUIT 2022 Proxy Statement | Appendix B | | | | | | | |
not be exercised with respect to any Award to be settled in Shares if the exercise of such discretion would result in the “modification” of such Award (or any other Award to be settled in Shares) or cause such Award (or any other Award to be settled in Shares) to be accounted for as a liability under applicable accounting standards if such Award was accounted for as equity at the time of grant. 10.2 Performance Criteria. (a) For purposes of this Plan, the term “Performance Criteria” shall mean any one or more of the following performance criteria, or growth or other changes in the amount, rate or value of one or more performance criteria, either individually, alternatively or in any combination, applied to the Company as a whole or to one or more business units or Subsidiaries, either individually, alternatively or in any combination, and measured over a performance period to be established by the Committee, on an absolute basis or relative to a pre-established target, to previous results or to a designated comparison group, either based upon Generally Accepted Accounting Principles (“GAAP”) or non-GAAP financial results, in each case as specified by the Committee: (i) cash flow (before or after dividends), (ii) earnings per share (including earnings before interest, taxes, depreciation and/or amortization), (iii) stock price, (iv) return on equity, (v) total stockholder return, (vi) return on capital (including return on total capital or return on invested capital), (vii) return on assets or net assets, (viii) market capitalization, (ix) economic value added, (x) debt leverage (debt to capital), (xi) revenue or net revenue, (xii) income or net income, (xiii) operating income, (xiv) operating profit or net operating profit, (xv) operating margin or profit margin, (xvi) return on operating revenue, (xvii) cash from operations, (xviii) operating ratio, (xix) operating revenue, (xx) contract value, (xxi) client renewal rate, (xxii) operating cash flow return on income, (xxiii) adjusted operating cash flow return on income, (xxiv) employee productivity and satisfaction metrics, (xxv) market share, (xxvi) strategic positioning, (xxvii) new product releases, or (xxviii) such other criteria as selected by the Committee in its sole discretion. Performance Criteria may differ for Awards granted to any one Participant or to different Participants. (b) The Committee may appropriately adjust any evaluation of performance under a Performance Criteria. 11. PAYMENT FOR SHARE PURCHASES. 11.1 Payment. Payment for Shares purchased pursuant to the Plan may be made by any of the following methods (or any combination of such methods) that are described in the applicable Award Agreement and that are permitted by law: (a) in cash (by check); (b) in the case of exercise by the Participant, Participant’s guardian or legal representative or the authorized legal representative of Participant’s heirs or legatees after Participant’s death, by cancellation of indebtedness of the Company to the Participant; (c) by surrender of shares of the Company’s Common Stock (including by withholding Shares otherwise issuable pursuant to the applicable Award); (d) in the case of exercise by the Participant, Participant’s guardian or legal representative or the authorized legal representative of Participant’s heirs or legatees after Participant’s death, by waiver of compensation due or accrued to Participant for services rendered; (e) by tender of property; (f) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company’s stock exists, through a “same day sale” commitment from the Participant or Authorized Transferee and a FINRA Dealer meeting the requirements of the Company’s “same day sale” procedures and in accordance with law; or (g) any other benefit to the Company determined by the Committee within the meaning of Section 152 of the General Corporation Law of the State of Delaware. 11.2 Issuance of Shares. Upon payment of the applicable Exercise Price or purchase price (or a commitment for payment from the FINRA Dealer designated by the Participant or Authorized Transferee in the case of an exercise by means of a “same-day sale”), and compliance with other conditions and procedures established by the Company for the purchase of shares, the Company shall issue the Shares registered in the name of Participant or Authorized Transferee (or in the name of the FINRA Dealer designated by the Participant or Authorized Transferee in the case of an exercise by means of a “same-day sale”) and shall deliver certificates representing the Shares (in physical or electronic form, as appropriate). The Shares may be subject to legends or other restrictions as provided by the Committee in the Award Agreement or permitted under applicable law. 12. WITHHOLDING TAXES. 12.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under the Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state, local or foreign withholding tax requirements prior to the delivery of any Shares. If a payment in satisfaction of an Award is to be made in cash, the payment will be net of an amount sufficient to satisfy federal, state, local and foreign withholding tax requirements. In other circumstances triggering a withholding tax liability for the Company or any Subsidiary, the Participant shall be required to make adequate arrangements to satisfy such tax withholding obligation, whether out of the value of the Award or otherwise. The Company may provide for further details regarding a Participant’s satisfaction of any such withholding tax liability in the Award Agreements, which need not be the same for all Participants or for all Awards of a particular type. | | | | | | | | Appendix B | INTUIT 2022 Proxy Statement | | | B-7 | |
12.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the grant, issuance, modification, exercise, lapse of restrictions or vesting of any Award or other circumstances relating to any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may, in its sole discretion, allow the Participant to satisfy the withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of whole Shares having a Fair Market Value equal to the minimum amount required to be withheld (or, if and when the Company adopts any applicable accounting standard allowing for greater Share withholding, up to such withholding rate that will not cause an adverse accounting consequence or cost), determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose shall be made in accordance with the requirements established by the Committee and be in writing (including an electronic writing) in a form acceptable to the Committee. 13. PRIVILEGES OF STOCK OWNERSHIP. No Participant or Authorized Transferee will have any rights as a stockholder of the Company with respect to any Shares until the Shares are issued to the Participant or Authorized Transferee. After Shares are issued to the Participant or Authorized Transferee, the Participant or Authorized Transferee will be a stockholder and have all the rights of a stockholder with respect to the Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, however, that if the Shares are subject to any vesting requirements or similar restrictions, any new, additional or different securities or property that the Participant or Authorized Transferee may become entitled to receive with respect to the Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company, as described in further detail in Section 2.2, as well as any dividends or distributions or other payment made with respect to such Shares, will be subject to the same restrictions as the Shares themselves. 14. TRANSFERABILITY. No Award and no interest therein, shall be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution, and no Award may be made subject to execution, attachment or similar process; provided, however that with the consent of the Committee, a Participant may transfer an Award other than an ISO to an Authorized Transferee. Transfers by the Participant for consideration are prohibited. 15. CERTIFICATES. All certificates for Shares or other securities delivered under the Plan (whether in physical or electronic form, as appropriate) will be subject to stock transfer orders, legends and other restrictions that the Committee deems necessary or advisable, including without limitation, restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or other public securities market on which the Shares may be listed. 16. ESCROW. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other transfer instruments approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company, to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. 17. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award shall not be effective unless the Award is in compliance with all applicable state, federal and foreign securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or other public securities market on which the Shares may then be listed, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in the Plan, the Company shall have no obligation to issue or deliver certificates for Shares under the Plan prior to (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable, and/or (b) completion of any registration or other qualification of such shares under any state, federal or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company shall be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state, federal or foreign securities laws, stock exchange or automated quotation system, and the Company shall have no liability for any inability or failure to do so. 18. NO OBLIGATION TO EMPLOY. Nothing in the Plan or any Award granted under the Plan shall confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate Participant’s employment or other relationship at any time, with or without cause. 19. REPRICING PROHIBITED; EXCHANGE AND BUYOUT OF AWARDS. Except as otherwise provided in Section 2.2, the Exercise Price of an outstanding Option or SAR may not be reduced without stockholder approval, and at any time when the Exercise Price of an outstanding Option or SAR is above the Fair Market Value per Share, the terms of such outstanding Option or SAR may not, directly or indirectly, be amended without stockholder approval, to provide for the cancellation and re-grant or the exchange of such outstanding Option or SAR for either cash or a new Award with a lower (or no) exercise price; provided, however, that in the event of a Corporate Transaction, any Option or SAR with an exercise price that equals or exceeds the value of the consideration to be paid to the holders of Common Stock (on a per share basis) may be cancelled without any consideration. 20. CORPORATE TRANSACTIONS. 20.1 Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction, any or all outstanding Awards may be assumed or continued or replaced by the successor, which assumption or replacement shall be binding on all Participants. In the alternative, the successor may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor may also issue, in place of outstanding Shares held by the Participant, substantially similar shares, other securities or other property subject to repurchase | | B-8 | | | INTUIT 2022 Proxy Statement | Appendix B | | | | | | | |
restrictions no less favorable to the Participant. In the event such successor, if any, refuses to assume, continue, replace or substitute the Awards, as provided above, pursuant to a Corporate Transaction or if there is no successor due to a dissolution or liquidation of the Company, such Awards shall immediately vest as to 100% of the Shares subject thereto (unless otherwise provided in the applicable Award Agreement) at such time and on such conditions as the Board shall determine and the Awards shall expire at the closing of the transaction or at the time of dissolution or liquidation. If a successor decides to assume, continue, replace or substitute all then outstanding Awards, such successor shall not be required to treat all then outstanding Awards in the same fashion. 20.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under Section 20.1, in the event of a Corporate Transaction, any outstanding Awards shall be treated as provided in the applicable agreement or plan of merger, consolidation, acquisition, dissolution, liquidation or sale of assets. 20.3 Assumption of Awards by the Company. The Company, from time to time, also may use the Plan to substitute, replace or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either (a) granting an Award under the Plan in substitution of such other company’s award, or (b) assuming such award as if it had been granted under the Plan if the terms of such assumed award could be applied to an Award granted under the Plan. In the event the Company assumes an award granted by another company, the terms and conditions of such award shall remain unchanged in all material respects (except that in the case of an option or stock appreciation right, the exercise price and the number and nature of Shares issuable upon exercise of such option or stock appreciation right will be adjusted appropriately in a manner not inconsistent with Section 424(a) of the Code), unless determined otherwise by the Committee. In the event the Company elects to grant a new Option or SAR rather than assuming an existing option, such new Option or SAR may be granted with a similarly adjusted Exercise Price. 21. TERM OF PLAN. The Plan will terminate on January 20, 2032, unless extended beyond such date by stockholder approval; provided, however, that ISOs may not be granted under the Plan after the tenth (10th) anniversary of the date of the Committee’s adoption of the Plan in October 20, 2021. 22. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend the Plan in any respect, including without limitation, amendment of any Award Agreement or instrument to be executed pursuant to the Plan. Notwithstanding the foregoing, neither the Board nor the Committee shall, without the approval of the stockholders of the Company, amend the Plan in any manner, including reducing the exercise price of an Option or SAR, that requires such stockholder approval pursuant to (a) the Code or the regulations promulgated thereunder, (b) the Exchange Act or any rule promulgated thereunder or (c) the listing requirements of the national securities market on which the Shares are listed. In addition, no amendment that would materially impair the rights of a Participant under an outstanding Award may be made without the consent of the Participant, except as expressly authorized under the Plan. Unless otherwise provided, an Award shall be governed by the version of the Plan in effect at the time such Award was granted. 23. NONEXCLUSIVITY OF THE PLAN; UNFUNDED PLAN. None of the adoption of the Plan by the Board, the submission of the Plan to the stockholders of the Company for approval, or any provision of the Plan shall be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under the Plan, and such arrangements may be either generally applicable or applicable only in specific cases. The Plan shall be unfunded and no Participant shall have any claim on any particular assets or securities of the Company or any Subsidiary. Neither the Company nor the Board shall be required to segregate any assets that may at any time be represented by Awards made pursuant to the Plan. Neither the Company, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan. 24. NO LIABILITY OF COMPANY. Neither the Company nor any parent or Subsidiary that is in existence or hereafter comes into existence shall be liable to a Participant or any other person as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (ii) any tax consequence expected, but not realized, by any Participant or other person due to the receipt, exercise, settlement or change to the terms of any Award granted hereunder. 25. GOVERNING LAW. This Plan and any Award Agreement or other agreements or documents hereunder shall be governed by the laws of the State of Delaware, without regard to choice of law principles of Delaware or other jurisdictions. Any action, suit, or proceeding relating to the Plan or any Award Agreement will be brought in the state or federal courts of competent jurisdiction in Santa Clara County in the State of California. 26. RECOUPMENT OF AWARDS. In the event that the Company issues a restatement of its financial results after the distribution of Shares or cash upon settlement of an Award with vesting conditioned on the achievement of performance goals, which restatement decreases the level of achievement of the goals from the level(s) previously determined by the Committee, then the Participant will be required to deliver to the Company, within 30 days after receipt of written notification by the Company, an amount in cash or equivalent value in Shares (or a combination of the two) equal to the net proceeds realized by the Participant on the settlement of the Award and, if applicable, subsequent sale of any Shares that would not have vested or been issued based on the restated financial results. This Section 26 only will apply to a Participant if it is determined by the Committee in good faith that fraud or misconduct engaged in by the Participant (directly or indirectly) was a significant contributing factor to such restatement of financial results. 27. AGREEMENT TO REPAYMENTS OF INCENTIVE COMPENSATION WHEN REPAYMENTS ARE REQUIRED UNDER FEDERAL LAW. This provision applies to any policy adopted by NASDAQ Global Market (or any other exchange on which the securities of the Company are listed) pursuant to Section 10D of the Securities Exchange Act of 1934. To the extent any such policy requires the repayment | | | | | | | | Appendix B | INTUIT 2022 Proxy Statement | | | B-9 | |
of incentive-based compensation received by a Participant, whether paid pursuant to an Award granted under this Plan or any other plan of incentive-based compensation maintained in the past or adopted in the future by the Company, by accepting an Award under this Plan, the Participant agrees to the repayment of such amounts to the extent required by such policy and applicable law. 28. ADOPTION. This Amendment and Restatement of the Plan as set forth herein was approved by the Compensation and Organizational Development Committee on October 20, 2021. 29. SECTION 409A. Awards granted under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Although the Company does not guarantee any particular tax treatment, to the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the United States Treasury and the Internal Revenue Service with respect thereto. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Should any payments made in accordance with the Plan be determined to be payments from a nonqualified deferred compensation plan, as defined by Section 409A of the Code and are payable in connection with a Participant’s Separation from Service, that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the Participant’s date of Separation from Service, will be paid in a lump sum on the earlier of the date that is six (6) months after the Participant’s date of Separation from Service or the date of the Participant’s death. For purposes of the Plan, a “Separation from Service” means an anticipated permanent reduction in a Participant’s level of bona fide services to twenty percent (20%) or less of the average level of bona fide services performed by a Participant over the immediately preceding thirty-six (36) month period. For purposes of Section 409A of the Code, the payments to be made to a Participant in accordance with this Plan shall be treated as a right to a series of separate payments. 30. DEFINITIONS. As used in the Plan, the following terms shall have the following meanings: (a) “Authorized Transferee” means the permissible recipient, as authorized by the Plan and the Committee, of an Award that is transferred during the Participant’s lifetime by the Participant by gift or domestic relations order. For purposes of this definition, a “permissible recipient” is: (i) a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the Participant, including any such person with such relationship to the Participant by adoption; (ii) any person (other than a tenant or employee) sharing the Participant’s household; (iii) a trust in which the persons in (i) or (ii) have more than fifty percent of the beneficial interest; (iv) a foundation in which the persons in (i) or (ii) or the Participant control the management of assets; or (v) any other entity in which the person in (i) or (ii) or the Participant own more than fifty percent of the voting interests. (b) “Award” means any award under the Plan, including any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit or Cash-Based Award. (c) “Award Agreement” means, with respect to each Award, the written agreement delivered by the Company to the Participant (which agreement may be in electronic form) setting forth the terms and conditions of the Award (including but not limited to a Stock Option Agreement). (d) “Board” means the Board of Directors of the Company. (e) “Cash-Based Award” means a cash-based opportunity awarded under Section 9 pursuant to which a Participant may become entitled to receive an amount based on satisfaction of enumerated performance and/or service criteria. (f) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. (g) “Committee” means the Compensation and Organizational Development Committee of the Board, or such other committee appointed by the Board to administer the Plan, or if no committee is appointed, the Board; provided, however, that (i) for purposes of granting any Award intended to be exempt from the application of Section 16(b) of the Exchange Act through complying with the requirements of Rule 16b-3 of the Exchange Act, “Committee” may mean a subcommittee of the Compensation and Organizational Development Committee of the Board comprised solely of two or more “non-employee directors” within the meaning of Section 16 and Rule 16b-3 of the Exchange Act; and (ii) for any purposes required under the NASDAQ Marketplace Rules, “Committee” may mean a subcommittee of the Compensation and Organizational Development Committee of the Board that satisfies Rule 5605(d) under the NASDAQ Marketplace Rules. (h) “Company” means Intuit Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation. (i) “Corporate Transaction” means (a) consummation of a merger, consolidation, reorganization or similar transaction either (i) as a result of which the stockholders of the Company immediately prior to such transaction own directly or indirectly following such transaction less than 50% of the combined voting power of the outstanding voting securities of the controlling entity resulting from such transaction or (ii) after which such ownership as among those persons who were stockholders of the Company immediately prior to such transaction is not in substantially the same proportions both immediately before and immediately after such transaction; (b) a dissolution or liquidation of the Company; (c) the sale, exchange, lease or other transfer of all or substantially all of the assets of the Company; or (d) consummation of any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code whereafter control of the Company is held by a person or group of related persons who did not control the Company immediately prior to the occurrence of such transaction. (j) “Credit Karma Plan” means the Credit Karma, Inc. 2015 Equity Incentive Plan, as amended from time to time. | | B-10 | | | INTUIT 2022 Proxy Statement | Appendix B | | | | | | | |
(k) “Disability” means (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of Intuit; provided, however, that for purposes of determining the post-termination exercise period of ISOs, “Disability” shall have the meaning set forth under Section 22(e)(3) of the Code. (l) “Effective Date” means, January , 2022, the date on which the Company’s stockholders approved the Plan, as amended to date. (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder. (n) “Exercise Price” means the price at which a Participant who holds an Option or SAR may purchase the Shares issuable upon exercise of the Option or SAR. (o) “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows: (i) if such Common Stock is then quoted on the NASDAQ Global Market, its closing price on the NASDAQ Global Market on such date or if such date is not a trading date, the closing price on the NASDAQ Global Market on the last trading date that precedes such date; (ii) if such Common Stock is publicly traded and is then listed on a national securities exchange, the last reported sale price on such date or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading; (iii) if such Common Stock is publicly traded but is not quoted on the NASDAQ Global Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported by The Wall Street Journal, for the over-the-counter market; or (iv) if none of the foregoing is applicable, by the Board of Directors in good faith. (p) “FINRA Dealer” means a broker-dealer that is a member of the Financial Industry Regulatory Authority. (q) “Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act. (r) “ISO” means an Option that satisfies the requirements for an “incentive stock option” within the meaning of Section 422 of the Code and does not provide that it will not be treated as an “incentive stock option”. (s) “NQSO” means an Option that is not an “incentive stock option” within the meaning of Section 422 of the Code. (t) “Non-Employee Director” means a member of the Company’s Board of Directors who is not a current employee of the Company or any Subsidiary. (u) “Option” means an Award pursuant to Section 5 of the Plan. (v) “Participant” means a person who receives an Award under the Plan. (w) “Plan” means this Intuit Inc. Amended and Restated 2005 Equity Incentive Plan, as amended from time to time. (x) “Prospectus” means the prospectus relating to the Plan, as amended from time to time, that is prepared by the Company and delivered or made available to Participants pursuant to the requirements of the Securities Act of 1933, as amended, and the regulations promulgated thereunder. (y) “Restricted Stock Award” means an award of Shares pursuant to Section 7 of the Plan. (z) “Restricted Stock Unit” means an Award granted pursuant to Section 8 of the Plan. (aa) “SEC” means the Securities and Exchange Commission. (bb) “Shares” means shares of the Company’s Common Stock $0.01 par value per share, and any successor security. (cc) “Stock Appreciation Right” means an Award granted pursuant to Section 6 of the Plan. (dd) “Stock Option Agreement” means the agreement which evidences an Option. (ee) “Subsidiary” means any entity (other than the Company) in an unbroken chain of entities beginning with the Company if, at the time of granting of the Award, each of the entities other than the last entity in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of voting securities in one of the other entities in such chain. (ff) “Ten Percent Stockholder” means any person who directly or by attribution owns more than ten percent of the total combined voting power of all classes of stock of the Company or any Subsidiary. (gg) “Termination” or “Terminated” means, for purposes of the Plan with respect to a Participant, that the Participant has ceased to provide services as an employee, director, consultant, independent contractor or adviser, to the Company or a parent | | | | | | | | Appendix B | INTUIT 2022 Proxy Statement | | | B-11 | |
or Subsidiary; provided that a Participant shall not be deemed to be Terminated if the Participant is on a leave of absence approved by the Committee or by an officer of the Company designated by the Committee; and provided further, that during any approved leave of absence, vesting of Awards shall be suspended or continue in accordance with guidelines established from time to time by the Committee. Subject to the foregoing, the Committee shall have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”). | | B-12 | | | INTUIT 2022 Proxy Statement | Appendix B | | | | | | | |
This page intentionally left blank![[MISSING IMAGE: tm2132245d1-cov_obc4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-143449/tm2132245d1-cov_obc4c.jpg)
![[MISSING IMAGE: tm2034194d2-pc_page1bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-129369/tm2034194d2-pc_page1bw.jpg) ![[MISSING IMAGE: tm2132245d1-px_vote14c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-143449/tm2132245d1-px_vote14c.jpg) Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTODate TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHISRECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYD27279-P459131b.ONLY D62996-P63890 1b. Scott D. CookNominees:Cook Nominees: 1a. Eve Burton1e.Burton 1e. Deborah Liu1c.Liu 1c. Richard L. Dalzell1d.Dalzell 1d. Sasan K. Goodarzi1h.Goodarzi 1h. Dennis D. Powell1j.Powell 1j. Thomas Szkutak1f.Szkutak 1f. Tekedra Mawakana1g.Mawakana 1g. Suzanne Nora Johnson1i.Johnson 1i. Brad D. Smith1k.Smith 1k. Raul Vazquez2.Vazquez 2. Advisory vote to approve Intuit's executive compensation(say-on-pay)compensation (say-on-pay) 1l. Jeff Weiner3.Weiner 3. Ratification of the selection of Ernst & Young LLP asIntuit'sas Intuit's independent registered public accounting firmforfirm for the fiscal year ending July 31, 2021NOTE:2022 4. Approve the Amended and Restated 2005 Equity Incentive Plan to, among other things, increase the share reserve by an additional 18,000,000 shares and extend the term of the plan by an additional five years NOTE: Such other business as may properly come before themeetingthe meeting or any adjournment or postponement thereof.1.thereof. 1. Election of DirectorsForDirectors For Against AbstainForAbstain For Against Abstain!Abstain ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !Please! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. JointownersJoint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.INTUIT INC.Theofficer. INTUIT INC. The Board of Directors recommends you vote FOR eachofeach of the nominees listed in proposal 1 below.Company ProposalsThebelow. Company Proposals The Board of Directors recommends you vote FORproposalsFOR proposals 2, 3 and 3.INTUIT INC.P.O.4. INTUIT INC. P.O. BOX 7850MOUNTAIN7850 MOUNTAIN VIEW, CA 94039VOTE94039 ! ! ! VOTE BY INTERNETBeforeINTERNET Before The Meeting - Go to www.proxyvote.comUsewww.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic deliveryofdelivery of information up until 11:59 p.m. Eastern Time on January 20, 2021.19, 2022. Have yourproxyyour proxy card in hand when you access the web site and follow the instructions toobtainto obtain your records and to create an electronic voting instruction form.Duringform. During The Meeting - Go to www.virtualshareholdermeeting.com/INTU2021YouINTU2022 You may attend the meeting via the Internet and vote during the meeting. HavetheHave the information that is printed in the box marked by the arrow available andfollowand follow the instructions.VOTEinstructions. VOTE BY PHONE - 1-800-690-6903Use1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until11:until 11:59 p.m. Eastern Time on January 20, 2021.19, 2022. Have your proxy card in handwhenhand when you call and then follow the instructions.VOTEinstructions. VOTE BY MAILMark,MAIL Mark, sign and date your proxy card and return it in the postage-paidenvelopepostage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge,51Broadridge, 51 Mercedes Way, Edgewood, NY 11717.INTUIT 2021 Proxy Statement 011717. SCAN TO VIEW MATERIALS & VOTE
![[MISSING IMAGE: tm2034194d2-pc_page2bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-20-129369/tm2034194d2-pc_page2bw.jpg) ![[MISSING IMAGE: tm2132245d1-px_vote24c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-143449/tm2132245d1-px_vote24c.jpg) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting ofStockholdersof Stockholders To Be Held on January 21, 2021:20, 2022: The Notice & Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.Pleasewww.proxyvote.com. Please date, sign and mail yourproxyyour proxy card back as soon as possible!Annual Meeting of StockholdersINTUIT INC.January 21, 2021-Stockholders INTUIT INC. January 20, 2022 - Please detach and mail in envelope provided -D27280-P45913INTUIT INC.PROXY- D62997-P63890 INTUIT INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERSJanuary 21, 2021TheSTOCKHOLDERS January 20, 2022 The undersigned hereby appoints Sasan Goodarzi, Michelle Clatterbuck and Kerry McLean, or any of them as proxies, eachwitheach with the power of substitution, to represent the undersigned at the Annual Meeting of Stockholders of Intuit Inc. to be held at9:at 8:00 a.m. Pacific Standard Time on January 21, 2021,20, 2022, virtually at www.virtualshareholdermeeting.com/INTU2021,INTU2022, and at anyadjournmentany adjournment or postponement thereof, and to vote the number of shares the undersigned would be entitled to vote virtually attheat the meeting on the matters listed on the reverse side.THISside. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTUIT INC. THIS PROXY WILL BE VOTED ASDIRECTED.AS DIRECTED. IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR ELECTIONLISTEDELECTION LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 3.4. In their discretion, the proxy holders are authorized to voteuponvote upon such other business as may properly come before the meeting, and at any adjournment or postponementthereofpostponement thereof (including matters that the proxy holders do not know, a reasonable time before this solicitation, are tobeto be presented), and, if applicable, for the election of a person to the Board of Directors if any nominee named inProposalin Proposal 1 becomes unable to serve or for good cause will not serve.WHETHERserve. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING VIRTUALLY, YOU ARE URGED TO VOTE BY INTERNET ORPHONEOR PHONE OR COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE SO THATTHETHAT THE SHARES MAY BE REPRESENTED AT THE MEETING.Continued,MEETING. Continued, and to be marked, dated and signed, on the other side.1 INTUIT 2021 Proxy Statementside.
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