INTUIT INC. INTU

46% shingled-prose overlap between the two filings.

2024: 110,720 chars · 2025: 105,608 chars

• Committee Report:42% overlap (6,000 → 6,000 chars)
• Pay Ratio (Item 402(u)):63% overlap (2,435 → 2,553 chars)
• Say-on-Pay proposal:58% overlap (25,000 → 25,000 chars)

• newExecutive Summary37Compensation Philosophy and Objectives41Components of Compensation42Fiscal 2025 Compensation Actions48Other Benefits53Role of Compensation Consultants, Executive Officers, and the Board in Compensation Decisions54Fiscal 2025 Compensation Peer Group54Our Compensation Policies and Practices55
• changedThe Compensation Committee, which is made up entirely of independent directors, oversees Intuit’s compensation plans and policies, approves the compensation of our executive officers, and administers our equity and cash compensation plans, as well as oversees our organizational development activities and activities,human capital management. management,andDEIinitiatives.
• changedFor fiscal 2025, 2024,our NEOs were:
• newAujlaExecutive Vice President and Chief Financial Officer Alex Balazs Executive Vice President and Chief Technology Officer Mark NotarainniExecutive Vice President and General Manager, Consumer Group Marianna TesselExecutive Vice President and General Manager, Small Business Group
• newExecutive SummaryCD&AINTUIT 2026 Proxy Statement37
• changedFiscal 2025 2024Compensation Overview
• changedIn fiscal 2025, 2024,management and the Compensation Committee continued to approach our executive compensation program with enduring pay-for-performance principles and set rigorous goals to drive growth and long-term stockholder shareholdervalue.
• changedThe committee did not adjust any components of our executive compensation program, including our performance measures. measuresorgoals.
• changedWe delivered approximately 96% 97%of total direct compensation for our CEO, and approximately 95% of total direct compensation for our other NEOs, through awards linked to Intuit’s performance.
• changed(1)Total direct compensation reflects base salary, actual bonus payout, and equity awards granted during fiscal 2025. 2024.
• changedConsistent with disclosure in the Fiscal Year 2025 2024Summary Compensation Table, equity awards are reported at their grant date fair value (which, for the PSUs, is based on the probable outcome of achievement of the performance goals using a widely accepted probability model), and salary and incentive cash are reported based on the actual amounts earned with respect to fiscal 2025. 2024.
• changedThese annual cash incentives were based on achievement of specific revenue and non-GAAP operating income goals for the fiscal year, as well as Intuit’s performance against goals to deliver results for our key True North stakeholders. stakeholders,includingcertainESGgoals.
• changedOur True North stakeholders include employees, customers, stockholders, stockholdersand the communities that we serve.
• changedIn assessing True North performance, the Compensation Committee considered factors such as our talent acquisition, development and retention efforts, progressonworkforcediversity,job creation and readiness, and sustainability outcomes, climategoals,and opportunities for continued improvement in delivering for all True North stakeholders.
• new38INTUIT 2026 Proxy StatementCD&AExecutive Summary
• changedOur Fiscal 2025 2024Performance
• changedIntuit’s financial performance for fiscal 2025 2024was strong, demonstrating the strength of our platform.
• newTotal revenue$18.8 billionup 16% from FY24Global Business Solutions Group up 16% from FY24 with Online Ecosystem up 20% from FY24Consumer Group up 10% from FY24 Credit Karma up 32% from FY24Combined platform revenue $14.9 billionup 19% from FY24 includes Global Business Solutions Group Online Ecosystem, TurboTax Online, and Credit KarmaGAAP operating income$4.9 billion up 36% from FY24GAAP diluted EPS$13.67up 31% from $10.43 in FY24Repurchased$2.8 billion of shares and increased dividend 16% to $4.16 per shareNon-GAAP operating income$7.6 billionup 18% from FY24Non-GAAP diluted EPS$20.15up 19% from $16.94 in FY24
• newConsistent with our vision to deliver one consumer platform, effective August 1, 2025, we combined the Consumer, Credit Karma, and ProTax businesses into a single Consumer business.
• changedFiscal 2025 2024Total Shareholder Return
• new•TSR of 22.1% in fiscal 2025
• changed•Annualized three-year TSR of 20.6% 7.6%
• changed•Annualized five-year TSR of 21.5% (approximately top 19.3%(topquartile of S&P 500 constituents)
• changedFor comparison, the S&P 500 composite total gross return index had annualized returns of 17.1% 9.6%over the three-year period and 15.9% 15.0%over the five-year period.
• newExecutive SummaryCD&AINTUIT 2026 Proxy Statement39
• changedHow We Compensated Our CEO in Fiscal 2025 2024
• changedThe Compensation Committee’s decisions for Mr. Goodarzi in fiscal 2025 2024reflect Intuit’s objectively strong performance, including revenue and operating income growth, and progress on our fiveBig Bets. Betstrategicprioritiesduringcontinuinguncertaintyintheeconomicenvironment.
• changedThe Compensation Committee also sought to reward Mr. Goodarzi’s leadership, leadershipandprogress on our True North Goals, and the company’s strong TSR performance. Goals.
• newThe Compensation Committee recognized his leadership and development of an elite, high-performing management team, building a great environment for the best talent, and delivering awesome customer experiences that create delight.
• changedThe committee also furtherrecognized hisleadershipanddevelopmentofahigh-performingmanagementteamandbuildingagreatenvironmentforthebesttalent,aswellasIntuit’s progress on its strategy to be the global AI-driven expert platform powering prosperity for consumers, businesses, consumersand accountants, smallandmid-marketbusinesses,and acceleration of the use and deployment of AI to solve the most important problems of our customers.
• changedApproximately 96% 97%of total direct compensation for Mr. Goodarzi in fiscal 2025 2024was performance-based and strongly linked to Intuit’s results.
• changedOnly his base salary was fixed (approximately 4% 3%of his total direct compensation for fiscal 2025). 2024).
• changedMr. Goodarzi’s fiscal 2025 2024bonus was funded at 100% 95%of target, which matched the aggregate funding for the broader employee base.
• changedIn fiscal 2025, 2024,we paid cash bonuses to the NEOs at 100% 95%of target.
• changedThis bonus payout as a percentage of target was lower than the 117.8% 107%of target generated under the bonus plan’s funding formula for achieving revenue and non-GAAP operating income against pre-established goals, and matched the aggregate bonus pool funding level approved by the Compensation Committee for the broader employee base.
• changedPerformance against our ESGgoalsthataremeasurable andlinkedtoourTrue North strategicGoals was wereconsidered by the Compensation Committee in determining executive compensation, including for new customer growth, breakthrough adoption, climate commitments, workforcediversity,greenhousegasemissions,community job creation, and better preparing individuals for jobs.
• changedOn average, 96% of the fiscal 2025 2024total direct compensation paid to the NEOs was performance-based through a combination of goal-driven annual cash incentives and equity awards.
• changed2025 2024“Say-On-Pay” Advisory Vote on Executive Compensation
• changedAt our 2025 2024Annual Meeting of Stockholders, approximately 91.7% 92.5%of the votes cast in the “say-on-pay” advisory vote were “FOR” approval of our executive compensation.
• changedThe Compensation Committee evaluated the results of the 2025 2024advisory “say-on-pay” vote, additional stockholder feedback gained through our robust engagement program, input from its independent compensation consultant, and the other factors and data discussed in this Compensation Discussion and Analysis in determining executive compensation policies and decisions.
• changed40INTUIT 2026 2025Proxy StatementCD&AExecutive Summary
• changedAnnual cash incentives reward executives for short-term operating results, as well as our progress toward True North stakeholdergoals,whichincludecertainESGGoals, while equity incentives motivate executives to deliver on our long-term strategic plan in order to increase stockholder value.
• newThe Compensation Committee considers each executive officer’s total compensation when assessing the program’s overall value for motivation and retention.
• changedWhen determining the amount of cash and equity incentives our officers are awarded, the Compensation Committee alsoconsiders otherrelevant factors, such as market data, internal parity, succession planning, exceptional capability, and stockholder perspectives.
• newCompensation Philosophy and ObjectivesCD&AINTUIT 2026 Proxy Statement41
• changedThis is especially important in areas that help accelerate our strategy of being a global AI-driven expert platform to solve our customers’ biggest problems, such as full-stack and data engineering, AI, data science, customer success, successand sales.
• changedThe components of Intuit’s executive compensation program for fiscal 2025 2024are as follows:
• newAnnual Cash BonusesReward achievement of annual company operating goals, including revenue and non-GAAP operating income targets, as well as achievement of our True North Goals focused on employees, customers, communities, and stockholders.Long-Term IncentivesMotivate and reward executives based on Intuit’s absolute performance, performance relative to peers and the value delivered to Intuit stockholders through stock price appreciation and dividends.50%PSUs align executives’ interests with those of stockholders and support their retention for the three-year vesting period, and offer upside for superior stockholder returns relative to similar alternative investments over 12-, 24-, and 36-month periods.25%RSUs provide alignment with stockholders’ interests during the four-year vesting term and support retention.25%Stock Options motivate executives to build stockholder value over the seven-year life of the options, since options deliver value only if Intuit’s stock price appreciates after they are granted.
• changedFiscal 2026 2025base salary decisions for each of our NEOs are described under Fiscal 2025 2024Compensation Actions below.
• new42INTUIT 2026 Proxy StatementCD&AComponents of Compensation
• changedIntuit uses cash bonuses to reward achievement of annual company financial performance, our True North performanceandstrategicobjectives,includingcertainESGGoals, and individual strategic and operational objectives, all of which align with the goal of increasing stockholder value.
• changedThe Compensation Committee set fiscal 2025 2024bonus targets in July 2024 2023for all NEOs based on the scope and significance of each executive’s leadership role at Intuit, as well as a review of market data.
• newThese metrics are designed to advance our progress toward our mission of powering prosperity around the world and toward our bold goals.
• changedBased on performance against these goals, the Compensation Committee has discretion to make upward or downward adjustments of up to 30% of target to the company-wide funding percentage generated by the baseline funding formula. formula,whichcompany-wideisthenallocatedtoNEOsinamannerthatmaynotexceed180%oftheirtargetbonus.
• changedFiscal 2025 2024baseline funding is determined.
• changedBased on our actual performance under these measures, the formula yielded a baseline funding for the IPI of 117.8% 107%of target.
• newRevenue ($ Billions)50% + Non-GAAP Operating Income($ Billions)50% = Total100%MeasureWeightingFY25 RevenueBonus Pool Funding as a Percent of Target(1)FY25 Non-GAAP Operating IncomeBonus Pool Funding as a Percent of Target(1)Baseline Company Performance as a Percent of Target(2)Maximum$19.95 150%$8.06 150%150%Target$18.45 100%$7.36 100%100%Threshold$16.61 —%$6.63 —%—%Fiscal 2025 performance $18.83 115.1%$7.57 120.5%117.8%
• changedFiscal 2025 2024revenue and non-GAAP operating income dollar figures above are rounded to the nearest ten million.
• changedThe Compensation Committee has discretion to determine the actual IPI payment levels for each NEO participantin an amount not to exceed the lesser of $5 million or 180% of target (reflecting the 150% of target baseline funding percentage and the maximum potential upward adjustment for performance against True North Goals). or$5million.
• newThe Compensation Committee then considered our progress against the fiscal 2025 True North Goals, including the areas where we met or exceeded our goals and areas where we remain constructively dissatisfied.
• newComponents of CompensationCD&AINTUIT 2026 Proxy Statement43
• changedTrue North Fiscal 2025 2024Strategic Goals and Progress
• changedTrue North StakeholdersFiscal 2025 2024GoalsResultsEmployees•Inspire and empower highly engaged employees•Grow employees,asmeasuredbyemployeesurveys*•Createadiverseandinclusiveenvironment,asmeasuredbypercentageofwomeninourtechnologyrolesgloballyandpercentageofU.S.employeesfromURGs*•Growhighly capable people managers•Retain managers,asmeasuredbyemployeesurveys*•Retainworld’s top talent•Maintained talent*•Maintainedengagement and management scores in the top 10% of industry benchmarks, as measured by internal surveys administered by an independent employee engagement analytics firm•Ranked #78 firm•Maintainedemployeeretentionatbetterratesthanindustrybenchmark•IncreasedtherepresentationofourU.S.employeesfromURGsto16.5%,fallingshortofourfiscal2024goalof18.0%**•Maintainedtherepresentationofwomeninourtechnologyrolesgloballyat34.1%,fallingshortofourfiscal2024goalof37.0%**•Ranked#23in Fortune magazine’s list of “100 Best Companies to Work For”Customers•Increase the number of active customers•Improve customer retention•Delight customers more than alternatives•Continued alternatives,asmeasuredbynetpromoterscoresandproductrecommendationscores•Continuedopportunity to drive accelerategrowth in number of customers•Opportunity to improve customer satisfaction, as measured by net promoter scores and product recommendation scores Communities•Create jobs through Prosperity Hubs•Better Hubs*•Betterprepare people for jobs•Make jobs*•Makea positive impact on climate•Supported over 19,000 climate,asmeasuredbyreductionofcarbondioxideequivalentemissionsinthecommunitiesweserve*•Supportedapproximately18,200seasonal and year-round jobs in underserved communities, exceeding fallingshortofour fiscal 2025 2024goal to support 18,000 18,900jobs •On a cumulative basis since fiscal 2020, better prepared over 9.3 4.7million individuals studentsfor jobs, exceeding our fiscal 2025 2024cumulative goal of 6.2 million students•Reduced 3.6million•Reducedgreenhouse gas emissions intensity in our value chain, but did not meet communities,manyofwhichareunderserved,by611,000metrictonnes(sincefiscal2020),exceedingour interim fiscal 2025 2024ClimatePositivecumulativegoal of an absolute reduction of 10,000 600,000metric tonnesStockholders•Grow revenue by double digits•Increase average revenue per customer (“ARPC”)•Generate operating income growth•Grew overall revenue by 16% 13%to $18.8 $16.3billion•Grew revenue by 16% 19%in the Global Business Solutions Group, 10% 7%in the Consumer Group, 4% 7%in the ProTax Group, and 32% 5%in Credit Karma•Grew combined platform revenue, which includes Global Business Solutions Group Online Ecosystem, TurboTax Online, Onlineand Credit Karma, by 19% 14%to $14.9 $12.5billion•Grew online ecosystem ARPC by 14%•Grew 11%•GrewGAAP operating income 36% 16%to $4.9 $3.6billion and non-GAAP operating income 18% 16%to $7.6 $6.4billion
• new44INTUIT 2026 Proxy StatementCD&AComponents of Compensation
• changedBased on the above, including our performance against the True North Goals, in some areas of which we remain constructively dissatisfied, the Compensation Committee exercised negativediscretion and set funding for the IPI at 100% 95%of target, which is below the baseline formulaic funding level of 117.8%. 107%.
• changedThe fiscal 2025 2024bonus payouts for each of our NEOs were as follows:
• newGoodarzi1,300,000 200%2,600,000 100%2,600,000 Sandeep S.
• newAujla800,000 120%960,000 100%960,000 Alex G.
• newBalazs770,000 120%924,000 100%924,000 Mark Notarainni770,000 120%924,000 100%924,000 Marianna Tessel800,000 120%960,000 100%960,000
• changedFor the fiscal 2025 2024annual equity awards, which were granted in July 2025, 2024,our NEOs received half of their grant value in PSUs, and the other half was split evenly between RSUs and stock options.
• changedThis is to promote ensurelonger-term alignment with stockholder interests and accountability for strategic decision-making.
• changedHowever, no portion of a PSU award is earned or distributed until the conclusion of the full three-year performance period to promote ensureretention and long-term alignment with stockholder interests.
• changedFor fiscal 2025, 2024,the Compensation Committee identified the TSR Peers by using the following criteria:
• changed•Companies in the peer group used to benchmark our executive compensation program; program(the“CompensationBenchmarkPeers”);and
• changed•Public companies within Intuit’s General Industry Classification Standard (“GICS”) code and five other similar GICS codes (as they were defined in June 2025) July2024)with market capitalization and revenues greater than or equal to 0.15x Intuit’s size. Intuit’s.
• changedComponents of CompensationCD&AINTUIT 2026 2025Proxy Statement45
• changedFor fiscal 2025, 2024,there were 43 40TSR Peers, which the Compensation Committee believes will ensure a robust sample for purposes of comparing TSR, even in the event of mergers or acquisitions during the three-year PSU performance period.
• changedFiscal 2025 2024TSR Peer GroupAdobe Inc.DoorDash, Inc.ElectronicArtsInc.PayPal Holdings, Inc.Airbnb, Inc.Electronic Arts Inc.QUALCOMM IncorporatedAlphabet Inc.Fidelity National Financial, Inc.Roblox CorporationApple Inc.QUALCOMMIncorporatedAlphabetInc.Fiserv, Inc.Roper Technologies Inc.AppLovin CorporationFortinet, Inc.AppleInc.Fortinet,Inc.Salesforce, Inc.Atlassian CorporationHP CorporationGlobalPaymentsInc.SAP SEAutodesk, Inc.Mastercard IncorporatedSea Inc.HPInc.SeaLimitedBaidu, Inc.MastercardIncorporatedServiceNow,Inc.Block,Inc.Meta Platforms, Inc.ServiceNow, Inc.Block, Inc.Microsoft CorporationSuper Inc.SuperMicro Computer, Inc.Broadcom Inc.NetEase, Inc.Synopsys, Inc.MicrosoftCorporationSynopsys,Inc.Cadence Design Systems, Inc.Netflix, Inc.NetEase,Inc.Take-Two Interactive Software, Inc.Cisco Systems, Inc.Oracle CorporationUber Inc.Netflix,Inc.UberTechnologies, Inc.CrowdStrike Holdings, Inc. Palantir Inc.OracleCorporationVisaInc.DellTechnologies Inc.Visa Inc.Datadog, Inc. Palo Inc.PaloAlto Networks, Inc.Workday, Inc.Dell Technologies Inc.eBayInc.
• newThresholdTargetMaximumIntuit’s TSR Percentile Rank(1)Shares Earned as a Percent of Target(2)
• changed46INTUIT 2026 2025Proxy StatementCD&AComponents of Compensation

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