To be considered independent under NASDAQNasdaq rules, a director may not be employed by Intuit or engage in certain types of business dealings with Intuit. In assessing director independence under NASDAQ rules, theThe Nominating and Governance Committee and the full Board annually review relevant transactions, relationships and arrangements that may affect the independence of our Board members. As required by NASDAQNasdaq rules, the Board also makes a determination that, in its opinion, no relationship exists that would interfere with any independent director’s exercise of independent judgment.judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussedreviews, discusses information provided by the directors and by Intuit with regard to each director’s business and personal activities as they relate to Intuit, its management and Intuit’s management.the Board.

In determining the independence of our directors, our Board of Directors considered transactions involving payments made by us in the ordinary course of business to companies where Ms. Greene and Mr. Weiner serve as executives and Ms. Liu serves as an employee. Consistent with NASDAQ independence standards, Intuit did not make payments to, or receive payments from, any of these companies for property or services in amounts exceeding the greater of  $200,000 or 5% of Intuit’s or any of the other parties’ consolidated gross revenues in the current fiscal year or any of the three preceding fiscal years. In addition, payments to and from, as applicable, the companies where Mr. Weiner and Ms. Liu serve did not exceed 1% of Intuit’s or the other applicable entity’s consolidated gross revenues. The Board also consideredconsiders the appointmenttenure of Mr. Williams, onea director and whether the duration of service could impact the director’s independence from management, including the director’s engagement with management and the effectiveness of the director’s participation in Board and committee deliberations. The Board believes that a balanced mix of board tenures is effective in providing oversight and that our longer-serving directors with extensive relevant experience and institutional knowledge bring critical skills to the boardroom. In particular, the Board believes that given the size of our named executive officers, tocompany, the Boardbreadth of Directorsour offerings, and the increasing regulatory complexity that we face (in critical areas like financial services), our longer-tenured directors bring a longer-term understanding of Oportun in November 2017, where Mr. Vasquez is the CEO. Mr. Williams does not participate in compensation decisions at Oportuncompany and will be stepping down from his position as our Executive Vice President and Chief Financial Officer, effective January 31, 2018. the risks that we face.

Upon review of these relationships and the other information provided by our directors and director nominees, the Board determined that there are no relationships that would interfere with the exercise of independent judgment by theseIntuit’s independent directors in carrying out their responsibilities as directors, and that the following current directors and director nominees are independent: Ms. Burton, Mr. Dalzell, Ms. Greene,Liu, Ms. Liu,Mawakana, Ms. Nora Johnson, Mr. Powell,Roslansky, Mr. Szkutak, (nominee), Mr. Vazquez, and Mr. Weiner.
Yuan. The Board also determined that former directors, Dennis D. Powell and Jeff Weiner, were independent during the time they served on the Board in fiscal 2023.