Accenture plc ACN

47% shingled-prose overlap between the two filings.

2024: 69,149 chars · 2025: 67,525 chars

• Committee Report:66% overlap (1,484 → 1,500 chars)
• Pay Ratio (Item 402(u)):22% overlap (60,000 → 60,000 chars)
• Say-on-Pay proposal:27% overlap (25,000 → 25,000 chars)

• changedIn this section, we review the objectives and elements of Accenture’s executive compensation program, its alignment with Accenture’s performance and the 2025 2024compensation decisions regarding our named executive officers.
• newOur executive compensation program is based on the following:
• new•Pay-for-Performance by aligning compensation to company performance.
• new•Appropriate Pay Mix with an emphasis on performance-based compensation.
• new•Shared Success including financial performance objectives established by reference to our business plan and other strategic objectives.
• new•Competitive Benchmarking against our compensation peer group and similar roles across the broader market.
• newFiscal 2025 Named Executive Officers
• newThe Company’s named executive officers for the fiscal year ended August 31, 2025 and their titles are:
• newJulie SweetChair and Chief Executive Officer John Walsh(3)Chief Executive Officer—the Americas Angie Park(1)Chief Financial OfficerMauro MacchiChief Executive Officer—EMEA Manish Sharma(2)Chief Strategy and Services Officer KC McClure(4)Former Chief Financial Officer
• new(1)Ms. Park was appointed chief financial officer in December 2024.
• newPrior to her appointment as chief financial officer, Ms. Park served as our business and commercial finance lead.
• new(2)Mr. Sharma was appointed chief strategy and services officer in September 2025.
• newPrior to this appointment, Mr. Sharma served as our chief executive officer—the Americas.
• new(3)Mr. Walsh was appointed chief executive officer—the Americas in September 2025.
• newPrior to this appointment, Mr. Walsh served as our chief operating officer.
• changed(4)Ms. (1)Ms.McClure served as our chief financial officer through November 30,2024 and retired isexpectedtoretirefrom the Company in March 2025.
• newAccenture 2025 Proxy Statement53
• newDriving Reinvention
• changedThe compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against financial performance objectives established by reference to our itsbusiness plan and other strategic objectives. thecreationof360°valueforallstakeholders.
• newIn fiscal year 2025, we further advanced our strategy to be the reinvention partner of choice for our clients, reflected in strong revenue growth, adjusted EPS growth, strong free cash flow, and increased quarterly client bookings greater than $100 million.(1)
• newRevenuesDiluted Earnings Per Share$69.7BA 7% increase in both U.S. dollars and local currency from fiscal 2024, including revenues of $35.1 billion from the Americas, $24.6 billion from EMEA and $10.0 billion from Asia Pacific(2)$12.15A 6% increase from fiscal 2024 EPS of $11.44; after excluding the impact of business optimization costs of $0.78 and $0.51 per share in fiscal 2025 and 2024, respectively, adjusted fiscal 2025 EPS of $12.93 increased 8% New BookingsOperating Margin$80.6BA 1% decrease in both U.S. dollars and local currency from fiscal 2024, with a book-to-bill of 1.2.
• newWe also delivered a record 129 quarterly client bookings of more than $100 million and $5.9 billion in generative AI new bookings14.7%A decrease of 10 basis points from fiscal 2024 operating margin of 14.8%; after excluding the 90 and 70 basis point impact from business optimization costs in fiscal 2025 and 2024, respectively, adjusted operating margin was 15.6%, an increase of 10 basis pointsFree Cash FlowCash Returned to Shareholders$10.9BDefined as operating cash flow of $11.5 billion net of property and equipment additions of $600 million, with a free cash flow to net income ratio of 1.4$8.3BDefined as share repurchases of $4.6 billion and cash dividends of $3.7 billion.
• changedIn fiscal 2025, 2024,we paid dividends of $5.92 $5.16per share, a 15% increase over the prior year
• new54Accenture 2025 Proxy Statement
• changedThe primary elements of our fiscal 2025 2024executive compensation program for our named executive officers are set forth below.
• changedPay ElementPaymentFormDescription/ObjectivesFixedBaseCompensationCash•Provides a fixed level of compensation each year.•Reflects the executive’s leadership role.VariableGlobalAnnual BonusCash•Funded and accrued during the fiscal year based on Company financial performance, compared to the earnings target for the year.•Final bonuses year.•Amountsare based on both individual and Company performance for the fiscal year.Key year,includingperformanceagainstannualobjectiveswhichincludefinancialandnon-financialobjectives.KeyExecutivePerformanceShare ProgramEquity•The most significant element of compensation.•Target grant value is established considering individual performance and applying a grant value modifier ranging from 0.85X to 1.15X based on Company performance.•Vesting compensation.•Vestingof awards is tied tomeetingperformanceobjectivesrelatedto operating income results and relative total shareholder return performance, return,in each case, over a 3-year period.Accenture period.•Grantvaluemodifierrangingfrom0.85Xto1.15XbasedonCompanyperformance.AccentureLeadershipPerformance EquityAward ProgramEquity•Recognize and reward Accenture leaders based on individual individual,teamand Company performance, in each case, with respect to the prior fiscal year.
• newAccenture 2025 Proxy Statement55
• changedThe compensation program for the named executive officers is designed to reward them for their overall contribution to Company performance, including the Company’s execution against financial performance objectives established by reference to our itsbusiness plan and other strategic objectives. thecreationof360°valueforallstakeholders.
• changedThe committee recognizes that in a solutions and professionalservices company, it is the collective leadership and individual contributions of our people that create success for all of our stakeholders.
• changedAlign our executive pay with performance Set challenging performance objectives Provide an appropriate mix of short- and long-term incentives Align executive compensation with shareholder returns through performance-based vesting of equity incentive awards Use appropriate peer groups when establishing compensation Maintain meaningful equity ownership guidelines Include caps on individual payouts in short- and long-term incentive plans Maintain clawback policies applicable to cash and equity incentive awards (including both time- and performance-based awards) performance-based)Mitigate potential dilutive effects of equity awards through our share repurchase programs Hold an annual “say-on-pay” advisory vote Conduct annual compensation risk review and assessment Retain an independent compensation consultant
• new56Accenture 2025 Proxy Statement
• changedWhen setting compensation, the committee considers the Company’s performance and compensation earned over a multi-year period, in each case, relative to our compensation peer group.
• newThe Company’s performance with respect to total shareholder return over a three-year period was at the 3rd percentile among the companies in our peer group as of August 31, 2025, and this was directly reflected in our chair and chief executive officer’s realizable pay over the same period, which was at the 16th percentile among such companies, as the relative total shareholder return component of our Key Executive Performance Share awards granted on January 1, 2022 and January 1, 2023 both paid out at 0%.
• changed2.the value of all time-vested restricted shares, RSUs and stock options granted (or a ratable portion of the incremental value of any such awards modified) during the preceding three-year period as of August 31, 2025; 2024;and
• changed3.the value of all performance-vested restricted shares and RSUs granted during the preceding three-year period, based on actual performance results or estimated performance to date (based on proxy disclosures) as of August 31, 2025. 2024.
• newAs noted above, the Company’s performance with respect to total shareholder return over a three-year period was at the 3rd percentile among the companies in our peer group as of August 31, 2025, and this was directly reflected in the average realizable total direct compensation for all of our currently employed named executive officers over the same period, which was at the 8th percentile of such companies, as the relative total shareholder return component of our Key Executive Performance Share awards granted on January 1, 2022 and January 1, 2023 both paid out at 0%.
• newAccenture 2025 Proxy Statement57
• changedShareholders continued to show strong support for our executive compensation programs, with more than 90% of the votes cast for the approval of our “say-on-pay” proposal at our 2025 2024annual general meeting of shareholders.
• newWe have consistently received over 90% support for our say-on-pay proposal each year since introducing the advisory proposal more than a decade ago and are committed to aligning named executive officer pay with long-term shareholder value creation.
• changedGiven this strong support, which we believe demonstrates our shareholders’ satisfaction with the alignment of our named executive officers’ compensation and the Company’s performance, the Compensation, Culture & People Committee determined not to implement any significant changes to our compensation programs in fiscal 2025 2024as a result of the shareholder advisory vote.
• changedAt this same meeting, the committee reviews internal pay equity data and external benchmarking reports, as discussed below under “—Role of Benchmarking.” At the subsequent meeting, the committee, with input from Pay Governance, considers this overall Company performance, such benchmarking and internal compensation references, as well as the chair and chief executive officer’s recommendations when determining each other individualnamed executive officer’s performance rating in assessing whether they exceeded, met or partially met their performance objectives for the year and setting their individual compensation levels.
• changedIn October 2025, 2024,the Compensation, Culture & People Committee and the Nominating, Governance & Sustainability Committee, in consultation with Ms. Sweet and Ms. Park, McClure,evaluated overall Company performance for fiscal 2025 2024by reviewing the results achieved against the previously established quantitativeperformance objectives for the year (asdiscussedbelowunder“—ProcessforDeterminingExecutiveCompensation—PerformanceObjectivesUsedinEvaluations”),includingaqualitativeassessment,and thendetermined whether the Company exceeded, met or partially met the objectives as a whole for the year.
• newIn assessing overall Company performance, the committees considered the Company’s achievement of both the financial objectives and strategic priorities shown below during fiscal year 2025.
• newThe committees recognized that the Company met or exceeded all elements of its original guidance for fiscal 2025 on an adjusted basis, while navigating a more complex macro-environment during fiscal 2025.
• newThe committees noted, among other things: the Company’s broad-based revenue growth across all our markets, industries and types of work; new bookings of $80.6 billion, including a record 129 quarterly client bookings of more than $100 million; strong adjusted earnings per share growth and free cash flow; significant amount of cash returned to shareholders; and market share expansion of more than five times the Company’s investable basket of its closest global publicly traded competitors, while continuing to invest in strategic acquisitions, R&D across its assets, platforms and industry and functional solutions, people and training.
• newThe committees also considered the Company’s #1 position with its top ecosystem partners, increased key talent retention and above-target performance in customer survey completion.
• changedAs a result of this quantitativeandqualitativeassessment, the committees set the Company’s performance rating for fiscal 2025 2024in the “exceeds” category. category,comparedto“meets”forfiscal2023.
• newThe performance objectives established for fiscal 2025 were set forth in our shared success scorecard, which includes both financial (weighted 60%) and strategic (weighted 40%) objectives, considered in the context of navigating market conditions.
• changedThese objectives go through multiple layers of review, including by the Compensation, Culture & People Committee’s independent compensation consultant, who confirms confirmedthat key financial theobjectives are rigorous and challenging before being reviewed and approved by the committee.
• changedThe fiscal 2025 2024shared success scorecard included financial performance objectives that were established by reference to our business plan, as well as other strategic nonfinancialobjectives, as described below.
• newWe believe that encouraging our named executive
• new58Accenture 2025 Proxy Statement
• changedWebelievethatencouragingournamedexecutiveofficers, as well as other employees with management responsibility, to focus on a variety of performance objectives thatreflectourcommitmenttocreatingvalueforourclients,people,shareholders,partnersandcommunitiesreduces the incentive to take excessive risk with respect to any single objective.
• changedThe Company does not apply a formula or use a predetermined weighting when comparing overall performance against the various objectives under the scorecard, objectives,and no single objective is material in determining individual performance and resulting pay decisions.
• newFiscal 2025 Scorecard
• new60%Weighting | Financial ObjectivesFinancialContinued focus on fundamental metrics of overall financial success:•Revenue growth•New bookings•Operating marginShareholder Value•Earnings per share growth•Strong free cash flow•Returning cash to shareholders•Growing faster than the market40%Weighting | Strategic ObjectivesReinvention Fundamentals•Achieving objectives in Cloud, Industry X, Security and SongOur People•Continuing to retain key talentOur Clients•Strengthening our client centricity through continuous client feedback surveysStrategic Priorities•Generative AI new bookings growth•Maintaining #1 partner for our top ecosystem partnersSustainability•100% of our carbon emissions reduced or removed through nature-based carbon removal projects
• changedFiscal 2025 2024Compensation Decisions
• changedSummaries of the compensation decisions made by the Compensation, Culture & People Committee in recognition of our named executive officers’ performance during fiscal 2025 2024are described below.
• changedIn October 2025, 2024,the Compensation, Culture & People Committee and the Nominating, Governance & Sustainability Committee considered Ms. Sweet’s individual performance against the metrics described above under “—Process for Determining Executive Compensation.” The committees also took into account feedback solicited by our chief leadership & human resources officer from members of our executive committee and other senior leaders.
• changedThe committees set Ms. Sweet’s individual performance rating for fiscal 2025 2024at a level consistent with the overall Company performance rating, which was in the “exceeds” category.
• newIn making its compensation decisions, the committees considered many factors, including that the Company met or exceeded all elements of its original guidance for fiscal 2025 on an adjusted basis, while navigating a more complex macro-environment during fiscal 2025.
• newThe committees also recognized Ms. Sweet’s leadership in driving the Company’s strategy to be the reinvention partner of choice for its clients and her leadership in delivering a record 129 quarterly client bookings of more than $100 million and nearly doubling the Company’s generative AI bookings compared to fiscal 2024.
• newThe committees further noted Ms. Sweet’s client-centric focus, her relationships with the Company’s ecosystem
• newAccenture 2025 Proxy Statement59
• newpartners, her bold and inspiring leadership style and her commitment to developing, training and upskilling the Company’s people, including implementing the Company’s refreshed talent strategy to meet current and future client demands, which includes reaching approximately 77,000 AI and data professionals at the end of fiscal 2025, against our goal of doubling our AI and data workforce to 80,000 by the end of fiscal 2026, and a robust training strategy that included over 550,000 people trained on generative AI fundamentals.
• changedIn addition, the Compensation, Culture & People Committee also committeesestablished Ms. Sweet’s performance grant value modifier, as further described under “—Compensation Programs—Long-Term Equity Compensation—Key Executive Performance Share Program,” Programs,”for purposes of determining the target value of her fiscal 2026 2025Key Executive Performance Share Program award, at 1.00X. 0.95XbasedontheCompany’stwo-yearrelativetotalshareholderreturnandfiscal2024performance.
• newThe modifier was capped at 1.00X in light of the Company’s two-year relative total shareholder return, and the Committee approved setting the modifier at 1.00X based on the Company’s overall fiscal 2025 performance.
• changedAt the October 2025 2024meetings, the Compensation, Culture & People Committee and its independent compensation consultant, Pay Governance, also discussed market trends and reviewed benchmarking reports, as discussed below under “—Role of Benchmarking.” As part of this review, when setting Ms. Sweet’s compensation based on her performance during fiscal 2025, 2024,the committee considered the Company’s performance results for fiscal 2025, 2024,delivery on key business goals, as well as external market references (including absolute and relative performance against the Company’s peers) and internal compensation references.
• changedAs a result of its fiscal 2025 2024assessments and consideration of data provided by its independent compensation consultant, the committee sought to provide a competitive total target compensation opportunity that further strengthens Ms. Sweet’s alignment with the Company’s shareholders.
• newAccordingly, it approved the following compensation elements, which included an increased fiscal 2025 Global Annual Bonus payout based on an “exceeds” rating for both the Company’s and Ms. Sweet’s individual performance for fiscal 2025 as described above in “—Process for Determining Executive Compensation—Determining Company Performance.” Ms. Sweet’s fiscal 2025 bonus follows two consecutive years of significantly reduced bonus payouts and is 24% less than her fiscal 2022 bonus.
• newNo change was made to Ms. Sweet’s base salary and target values of her January 2026 equity awards.
• changed1, 2025):$1,550,00073% 2024):$1,100,00076%of equity awards are granted under the Key Executive Performance Share Program and are subject to Company performance over a 3-year periodFiscal 2025 2024GlobalAnnual Bonus:$4,500,000Target Bonus:$635,000TargetValues of January 2026 2025Equity Awards:•$16,500,000 Awards:•$4,180,000under Key Executive Performance Share Program•$6,000,000 Program•$1,300,000under Accenture Leadership Performance Equity Award Program
• changedThe chart above reflects the compensation elements that the committee approved for Ms. Sweet in recognition of her achievements during fiscal 2025. 2024.
• changedIn accordance with SEC rules, the numbers presented in the Summary Compensation Table for 2025 2024of this proxy statement include her base compensation paid during fiscal 2025, 2024,the long-term incentive equity awards granted to her in fiscal 2025 2024and her fiscal 2025 2024Global Annual Bonus payable in fiscal 2026. 2025.
• new60Accenture 2025 Proxy Statement
• changedIn determining the compensation of the other named executive officers, other than Ms. McClure who retired in March 2025, officersbasedontheirperformanceduringfiscal2024,Ms. Sweet submitted a recommendation to the Compensation, Culture & People Committee for the overall compensation of each of these officers based on their performance during fiscal 2025. forthecommittee’sreview,discussionandapproval.
• changedCompany performance, as measured against financial objectiveand strategic objectives subjectivemeasuresunder our shared success scorecard;
• changedThe individual contributions and leadership of each of the other named executive officers were measured against the performance objectives as described above in “—Process for Determining Executive Compensation—Determining Company Performance.” Compensation—PerformanceObjectivesUsedinEvaluations.”Management and the committee believe that this approach reflects that the leadership team is collectively responsible for a broad range of Company results and initiatives.
• changedIn developing her recommendation to the committee for the compensation of the named executive officers, Ms. Sweet considered information on market-comparable compensation provided by the Company’s compensation consultant, Aon WTWplc (“Aon”) and the need to incentivize and retain the executives in the current market environment. (“WTW”).
• newAs a result of its fiscal 2025 assessments and after considering data provided by its independent compensation consultant, the committee approved the following compensation elements for Ms. Park, Mr. Sharma, Mr. Walsh and Mr. Macchi in recognition of their achievements during fiscal 2025.

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