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Agenda Item
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Note: If you hold your shares through a broker, bank or other nominee, you must instruct your nominee how to vote the shares held in your account. The nominee can give you a voting instruction form. If you do not provide voting instructions, your nominee may vote only on Proposal 5.
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Proposal
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| | Board Recommendation |
| | For more information |
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Revenue of
$5.2B
up 10% from FY16
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GAAP operating income of
$1.4B
up 12% from FY16
|
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GAAP diluted EPS of
$3.72
up from $3.69 in FY16
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Repurchased over
$830M
of Intuit common stock
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Increased our dividend
13%
to $1.36 per share
|
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Grew total QuickBooks Online subscribers
58%
to over 2.3 million
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What’s New in Our Proxy?
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We have significantly changed our proxy this year, in design, presentation and content. We have made these changes in order to assist you, our investors, in understanding our compensation programs and governance practices, as well as recent decisions and changes we have made with respect to these programs and practices. We have also made an effort to simplify and clarify what we say. Finally, we’ve added some new
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items — like the letter from our CEO — to help give you a broader understanding of our company and our perspectives on these programs.
We hope that this new presentation will make it easier for you to understand the information in this proxy so you can cast your vote with confidence.
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Director (Age) & Principal Occupation
|
| | Director Since |
| | Other Public Company Boards |
| |
Independent
|
| | |
Committee Memberships(1)
|
| | ||||||||||||
| Incumbent Nominees | | | | | | | | | | | | | | | | ||||||||||||
|
Eve Burton (59)(2)
Senior Vice President and General Counsel, The Hearst Corporation |
| | 2016 | | | None | | |
|
| | |
|
| | |
|
| | | | | | | | | |
| Scott D. Cook (65) Founder and Chairman of the Executive Committee, Intuit Inc. |
| | 1984 | | | The Procter & Gamble Company | | | | | | | | | | | | | | | | | | | | | |
| Richard L. Dalzell (60) Former Senior Vice President and Chief Information Officer, Amazon.com, Inc. |
| | 2015 | | | Twilio, Inc. | | |
|
| | |
C
|
| | |
|
| | | | | | | | | |
|
Deborah Liu (41)
Vice President, Marketplace, Facebook, Inc. |
| | 2017 | | | None | | |
|
| | |
|
| | | | | | |
|
| | | | | |
|
Suzanne Nora Johnson (60)
Former Vice-Chairman, The Goldman Sachs Group Lead Independent Director |
| | 2007 | | | American International Group, Inc.; Pfizer Inc.; VISA Inc. | | |
|
| | | | | | | | | | |
C
|
| | |
|
| |
| Dennis D. Powell (69) Former Chief Financial Officer, Cisco Systems, Inc. |
| | 2004 | | | Applied Materials, Inc. | | |
|
| | |
|
| | |
C
|
| | | | | | | | | |
| Brad D. Smith (53) Chairman, President and Chief Executive Officer, Intuit Inc. |
| | 2008 | | | Nordstrom, Inc. | | | | | | | | | | | | | | | | | | | | | |
| Raul Vazquez (46) Chief Executive Officer and Director, Oportun, Inc. |
| | 2016 | | | None | | |
|
| | |
|
| | |
|
| | | | | | | | | |
| Jeff Weiner (47) Chief Executive Officer, LinkedIn Corporation |
| | 2012 | | | None | | |
|
| | | | | | | | | | |
|
| | |
|
| |
| New Nominee | | | | | | | | | | | | | | | | ||||||||||||
|
Thomas Szkutak (56)(3)
Former Chief Financial Officer, Amazon.com, Inc. |
| | N/A | | | athenahealth, Inc. | | |
|
| | | | | | | | | | | | | | | | | |
| | | | | | |
Number of meetings in fiscal 2017
|
| | |
4
|
| | |
9
|
| | |
7
|
| | |
4
|
| | |||
|
(1)
Blue “C” indicates a committee chair
(2)
Following the Annual Meeting, Ms. Burton will chair the Nominating and Governance Committee and will no longer be a member of the Audit and Risk Committee.
(3)
If elected, Mr. Szkutak will serve on the Audit and Risk Committee and the Nominating and Governance Committee.
|
| | |
Acquisition
|
| | |
Audit and Risk
|
| | |
Compensation and
Organizational Development |
| | |
Nominating and
Governance |
| |
What we do
|
| | |
What we don’t do
|
|
A significant portion of our fiscal 2017 senior executive officer compensation is in the form of incentives tied to achievement of particular performance measures.
We have “clawback” provisions for equity awards that can be earned based on operating performance, and for cash bonus payments under our Senior Executive Incentive Plan.
We have robust stock ownership guidelines for senior executive officers and outside directors: 10x salary for our CEO; 5x salary for our CFO and the general managers of our two biggest business units; 3x salary for other executive vice presidents; and 1.5x salary for senior vice presidents. Starting in fiscal 2018, the non-employee director guideline is set at ten times the annual cash retainer.
Service-based RSUs and Relative TSR RSUs granted to the CEO since fiscal 2015 require him to hold the underlying shares for at least one year after the awards vest.
Half of equity grant value is in relative TSR RSUs that require above-median TSR to earn a target award.
|
| | |
We do not allow directors or executive officers to pledge Intuit stock or engage in hedging transactions involving Intuit stock.
We do not provide supplemental company-paid retirement benefits designed for executive officers.
We do not provide any excise tax “gross-up” payments.
|
|
| | | | | | | | | | | | | | | |
Long-Term Equity Incentives
|
| | | | | |||||||||||||||
|
Name and Position
|
| |
Salary
($) |
| |
Annual Cash
Incentive ($) |
| |
Option
Awards ($) |
| |
RSUs
($) |
| |
Relative
TSR RSUs ($) |
| |
Total
($) |
|||||||||||||||||
| Brad D. Smith Chairman, President and Chief Executive Officer |
| | | | 1,000,000 | | | | | | 1,837,500 | | | | | | 3,556,349 | | | | | | 3,519,100 | | | | | | 6,466,104 | | | | | | 16,379,053 |
| R. Neil Williams Executive Vice President and Chief Financial Officer |
| | | | 750,000 | | | | | | 630,000 | | | | | | 1,374,977 | | | | | | 1,374,885 | | | | | | 2,749,888 | | | | | | 6,879,750 |
| Sasan K. Goodarzi Executive Vice President and General Manager, Small Business & Self-Employed Group |
| | | | 750,000 | | | | | | 630,000 | | | | | | 1,999,999 | | | | | | 1,999,932 | | | | | | 3,999,945 | | | | | | 9,379,876 |
| H. Tayloe Stansbury Executive Vice President, Chief Technology Officer |
| | | | 675,000 | | | | | | 567,000 | | | | | | 1,374,977 | | | | | | 1,374,885 | | | | | | 2,749,888 | | | | | | 6,741,750 |
| Daniel A. Wernikoff Executive Vice President and General Manager, Consumer Group |
| | | | 750,000 | | | | | | 630,000 | | | | | | 1,999,999 | | | | | | 1,999,932 | | | | | | 3,999,945 | | | | | | 9,379,876 |
|
Stockholder Engagement
|
| |||
|
We understand the importance of assessing our corporate governance and compensation practices regularly. Since our 2017 Annual Meeting of Stockholders, we have sought meetings with stockholders who collectively hold approximately 40% of our outstanding shares. Investors holding approximately 20% of our outstanding shares accepted the invitation to meet with our management team, and on occasion our Lead Independent Director, to discuss our corporate governance and compensation practices.
|
| |||
| During the fall fiscal 2018 outreach, we discussed the following topics with our stockholders: | | |||
|
•
Strategic initiatives, including refreshment of our strategy to focus on the One Intuit Ecosystem
•
Updates on key drivers of financial performance
•
Alignment between our strategy and executive compensation practices
•
Capital allocation, including dividends, use of stock repurchases, and strategy with respect to mergers and acquisitions
|
| |
•
Board structure, diversity and refreshment
•
Our board evaluation process
•
Our approach to corporate citizenship and social responsibility, including sustainability, diversity and pay equity
•
Enterprise risk management
•
Cybersecurity
|
|
|
As with all investor feedback, we communicated this input to the full Board. We will continue to engage regularly with our stockholders so that we may continue to understand their perspectives and incorporate their feedback into our practices.
|
| |||
|
See the Stockholder Engagement Process discussion in the Corporate Governance section below for more detail about our stockholder engagement programs, including a summary of the feedback we received during those meetings.
|
|
| Independence | | | | Stockholder Engagement | |
|
•
All non-employee directors are independent
•
Independent directors meet regularly in executive session
•
All members of the Acquisition Committee, Audit and Risk Committee, Nominating and Governance Committee, and Compensation and Organizational Development Committee of the Board are independent
|
| | |
•
Our bylaws provide our stockholders with a proxy access right
•
Intuit’s investor relations team, management team, and Lead Independent Director regularly communicate with our stockholders and report to the Board on the stockholders’ perspectives
•
Stockholders may act by written consent
|
|
| Accountability | | | | Alignment with Stockholder Interests | |
|
•
Annual election of all directors and majority voting in uncontested elections
•
Annual stockholder advisory vote to approve named executive officer compensation
•
Annual Board evaluation of CEO performance
•
Clawback policy
|
| | |
•
Pay-for-performance executive compensation program
•
Robust stock ownership guidelines for officers and directors
•
Prohibition against director and officer hedging and pledging of Intuit stock
|
|
| Board Practices | | | | Transparency | |
|
•
Corporate Governance Principles that are publicly available and reviewed annually
•
Balanced and diverse Board composition
•
Robust annual Board and committee self-evaluation process
•
Annual review of management succession planning
•
Regular review of cybersecurity and other significant risks to the company
|
| | |
•
Clear, understandable and detailed financial reporting and proxy statement disclosure
•
Public disclosure on Corporate Governance website of Corporate Governance Principles, Board Code of Ethics, bylaws and committee charters
(http://investors.intuit.com/corporate-governance/conduct- guidelines/default.aspx)
•
Voluntary website disclosure regarding Intuit’s political expenditures and political accountability policy
(http:// investors.intuit.com/Corporate-Governance/Conduct- Guidelines/Political-Accountability-Policy/default.aspx)
•
Public disclosure of corporate responsibility practices, including with respect to diversity and inclusion (https:// www.intuit.com/company/profile/diversity/) and sustainability (https://www.intuit.com/company/social-responsibility/)
|
|
| Ethics Practices | | | |||
|
•
Code of Conduct & Ethics for employees that is monitored by Intuit’s ethics office and overseen by the General Counsel
•
Code of Ethics that applies to all Board members
•
Ethics hotline available to all employees as well as third parties
•
Audit and Risk Committee responsibility to review complaints regarding accounting, internal accounting controls, auditing and federal securities law matters
|
| |
|
CURRENT MEMBERS:
Richard L. Dalzell (Chair)
Eve Burton Deborah Liu (appointed July 2017) Dennis D. Powell Raul Vazquez NUMBER OF MEETINGS HELD IN FISCAL 2017:
4 |
| |
Acquisition Committee
The committee reviews and approves acquisition, divestiture and investment transactions proposed by Intuit’s management in which the total consideration to be paid or received by Intuit is within certain limits that are established by the Board from time to time.
|
|
|
CURRENT MEMBERS:
Dennis D. Powell (Chair)
Eve Burton Richard L. Dalzell Raul Vazquez Following the Meeting and subject to their election or re-election, as applicable, Thomas Szkutak will join the committee and Ms. Burton will no longer be a member.
NUMBER OF MEETINGS HELD IN FISCAL 2017:
9 |
| |
Audit and Risk Committee
The committee represents and assists the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions, and is directly responsible for the selection, retention, compensation and oversight of Intuit’s independent registered public accounting firm. It also oversees cybersecurity and other risks relevant to our information technology environment, receiving quarterly cybersecurity updates from Intuit’s management team.
Our Board has determined that each member of the committee is both independent (as defined under applicable NASDAQ listing standards and SEC rules related to audit committee members) and financially literate (as required by NASDAQ listing standards). It has also determined that each of Mr. Powell and Mr. Szkutak qualifies as an “audit committee financial expert” as defined by SEC rules, and has “financial sophistication” in accordance with NASDAQ listing standards.
The Audit and Risk Committee held closed sessions with our independent registered public accounting firm, Ernst & Young LLP, in all of its regularly scheduled meetings during 2017.
|
|
|
CURRENT MEMBERS:
Diane Greene (Chair)
Suzanne Nora Johnson Jeff Weiner Following the Meeting and subject to their election or re-election, as applicable, Ms. Burton will chair this committee and Mr. Szkutak will join as a member. Ms. Greene is not standing for re-election so she will no longer be a member of the Board or any committees.
NUMBER OF MEETINGS HELD IN FISCAL 2017:
4 |
| |
Nominating and Governance Committee
The committee reviews and makes recommendations to the Board regarding Board composition as well as governance standards for our company. Our Board has determined that each member of the committee is independent, as defined under applicable NASDAQ listing standards.
The committee has adopted a process to identify and evaluate candidates for director, whether they are recommended by management, Board members, or stockholders. The committee’s policy is to evaluate candidates properly recommended by stockholders (that is, in accordance with the procedures set forth below under “Stockholder Recommendations of Director Candidates”) in the same manner as candidates recommended by others.
The committee also oversees our Political Accountability Policy, Corporate Governance Principles, and Board Code of Ethics, reviewing each of these policies on an annual basis.
|
|
|
CURRENT MEMBERS:
Suzanne Nora Johnson (Chair)
Diane Greene Deborah Liu (appointed July 2017) Jeff Weiner Ms. Greene is not standing for re-election, so following the Meeting, she will no longer be a member of the Board or any committees.
NUMBER OF MEETINGS HELD IN FISCAL 2017:
7 |
| |
Compensation and Organizational Development Committee
The committee assists the Board in reviewing and approving executive compensation and in overseeing organizational and management development for executive officers and other employees of Intuit. Together with the CEO and Executive Vice President of Human Resources, this committee periodically reviews Intuit’s key management personnel from the perspectives of leadership development, organizational development and succession planning. These reviews help the Compensation Committee to evaluate Intuit’s strategies for hiring, developing and retaining executives in an increasingly competitive environment, with the goal of creating and growing Intuit’s “bench strength” at senior executive levels.
Each member of this committee is independent under NASDAQ listing standards and is a “Non-Employee Director,” as defined in SEC Rule 16(b)-3, and an “outside director” under Section 162(m) of the Internal Revenue Code. During fiscal 2017, the Compensation Committee held a portion of each regularly scheduled meeting in closed session with only the committee members present. For more information on the responsibilities and activities of the Compensation Committee, including its processes for determining executive compensation, see the “Compensation and Organizational Development Committee Report” and “Compensation Discussion and Analysis” below, particularly the discussion of the “Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations.”
The committee is also responsible for reviewing the compensation of non-employee directors on an annual basis and making recommendations to the Board.
|
|
|
Position
|
| |
Annual
Amount ($) |
|
| Non-Employee Board Member | | |
60,000
|
|
| Lead Independent Director* | | |
40,000
|
|
| Members of each of Audit and Risk Committee, Acquisition Committee, and Compensation and Organizational Development Committee |
| |
15,000
|
|
| Members of the Nominating and Governance Committee | | |
10,000
|
|
| Audit and Risk Committee Chair** | | |
32,500
|
|
| Compensation and Organizational Development Committee Chair** | | |
25,000
|
|
| Acquisition Committee and Nominating and Governance Committee Chairs** | | |
17,500
|
|
|
Board Position
|
| |
Fixed Amount
of Award ($) |
| |
Vesting schedule
|
|
| Non-Employee Board Member (annual grant) | | |
260,000
|
| |
Generally vests in full on the first business day
of the 12th month following the grant date. |
|
|
New Board Member (additional grant upon joining Board)*
|
| |
75,000
|
| |
Vests in two equal installments on each of the
first and second anniversaries of the grant date. |
|
|
Director Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock Awards
($)(1) |
| |
All Other
Compensation ($) |
| |
Total ($)
|
| ||||||||||||
| Eve Burton | | | | | —(2) | | | | | | 349,895(2) | | | | | | — | | | | | | 349,895 | | |
| Scott D. Cook | | | | | — | | | | | | — | | | | | | 1,130,750(3) | | | | | | 1,130,750 | | |
| Richard L. Dalzell | | | | | —(2) | | | | | | 367,460(2) | | | | | | — | | | | | | 367,460 | | |
| Diane B. Greene | | | | | 102,500 | | | | | | 259,962 | | | | | | — | | | | | | 362,462 | | |
| Deborah Liu | | | | | 22,500 | | | | | | 183,248 | | | | | | — | | | | | | 205,748 | | |
| Suzanne Nora Johnson | | | | | 150,000 | | | | | | 259,962 | | | | | | — | | | | | | 409,962 | | |
| Dennis D. Powell | | | | | 122,500 | | | | | | 259,962 | | | | | | — | | | | | | 382,462 | | |
| Raul Vazquez | | | | | 90,000 | | | | | | 259,962 | | | | | | — | | | | | | 349,962 | | |
| Jeff Weiner | | | | | —(2) | | | | | | 344,860(2) | | | | | | — | | | | | | 344,860 | | |
| | | |
Stock Awards
|
||||||||||||||
|
Director Name
|
| |
Grant Date
|
| |
Shares Subject
to Award (#) |
| |
Grant Date Fair
Value ($)(1) |
||||||||
| Eve Burton | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Eve Burton | | | | | 1/20/2017 | | | | | | 768(3) | | | | | | 89,933 |
| Scott D. Cook | | | | | | | | | | | — | | | | | | — |
| Richard L. Dalzell | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Richard L. Dalzell | | | | | 1/20/2017 | | | | | | 918(3) | | | | | | 107,498 |
| Diane B. Greene | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Deborah Liu | | | | | 7/21/2017 | | | | | | 803(4) | | | | | | 108,277 |
| Deborah Liu | | | | | 7/21/2017 | | | | | | 556(5) | | | | | | 74,971 |
| Suzanne Nora Johnson | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Dennis D. Powell | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Raul Vazquez | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Jeff Weiner | | | | | 1/20/2017 | | | | | | 2,220(2) | | | | | | 259,962 |
| Jeff Weiner | | | | | 1/20/2017 | | | | | | 725(3) | | | | | | 84,898 |
|
Director Name
|
| |
Aggregate Shares Subject to
Outstanding Stock Awards (#)(1) |
| |
Portion of Outstanding Stock Awards
that is Vested and Deferred (#)(1) |
|||||
| Eve Burton | | | | | 7,527 | | | | | | 4,715 |
| Scott D. Cook | | | | | — | | | | | | — |
| Richard L. Dalzell | | | | | 11,758 | | | | | | 9,308 |
| Diane B. Greene | | | | | 15,537 | | | | | | 13,317 |
| Deborah Liu | | | | | 1,359 | | | | | | — |
| Suzanne Nora Johnson | | | | | 15,537 | | | | | | 13,317 |
| Dennis D. Powell | | | | | 15,537 | | | | | | 13,317 |
| Raul Vazquez | | | | | 4,909 | | | | | | 2,315 |
| Jeff Weiner | | | | | 18,008 | | | | | | 15,606 |
|
Current Committees:
•
Audit and Risk
•
Acquisition
Committees following the Meeting:
•
Nominating and Governance (chair)
•
Acquisition
|
| |
Eve Burton
Senior Vice President and General Counsel, The Hearst Corporation
Director since: 2016 Age: 59
|
| |||
|
Ms. Burton has served as Senior Vice President and General Counsel of The Hearst Corporation, one of the nation’s largest global diversified communications companies, since 2012. Ms. Burton has responsibility for day-to-day management of the Office of General Counsel, which provides services to all of Hearst’s more than 350 businesses around the world, including legal, compliance, labor relations, government affairs and corporate human resources. She is also one of Hearst’s leaders in establishing worldwide strategic enterprise deals with technology and content partners. Ms. Burton is a member of the CEO’s strategic advisory group, the Hearst Venture Investment Committee and Hearst’s Risk Working Group. She is also involved with Hearst’s innovation program. Ms. Burton served as Vice President and General Counsel of Hearst from 2002 to 2012. Prior to joining Hearst, Ms. Burton served as Vice President and Chief Legal Counsel at Cable News Network (CNN). Ms. Burton also serves on the Board of Directors of Hearst and
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| |
previously served on the Board of Directors of AOL. Her non-profit Board affiliations include the David and Helen Gurley Brown Institute for Media Innovation at Stanford and Columbia Universities and she is also a trustee of Middlebury College. Ms. Burton holds a Juris Doctor degree from Columbia Law School.
Relevant Expertise
Ms. Burton brings to the Board legal and business experience as a general counsel for a global company engaged in a broad range of diversified communications activities and strategic partnerships and investments. She also brings insights into operational and security issues facing online consumer services companies, as well as expertise in the area of government relations.
Other Public Company Boards
None
|
|
|
Committees:
•
None
|
| |
Scott Cook
Founder and Chairman of the Executive Committee, Intuit Inc.
Director since: 1984 Age: 65
|
| |||
|
A co-founder of Intuit, Mr. Cook served as Intuit’s President and Chief Executive Officer from 1984 to 1994 and as Chairman of the Board from 1993 to 1998. Mr. Cook served as a director of eBay Inc., from 1998 to 2015, where he was a member of the Corporate Governance and Nominating Committee. Mr. Cook has been a director of The Procter & Gamble Company since 2000 where he chairs the Innovation & Technology Committee. Mr. Cook holds a Bachelor of Arts in Economics and Mathematics from the University of Southern California and a Master in Business Administration from Harvard Business School.
|
| |
Relevant Expertise
Mr. Cook brings to the Board experience as an entrepreneur and corporate executive with a background in guiding and fostering innovation at companies in technology and other sectors, as well as his knowledge of Intuit’s operations, markets, management and strategy and his experience as a Board member of other large, global, consumer-focused companies.
Other Public Company Boards
The Procter & Gamble Company (2000-present; chairs Innovation & Technology Committee and serves on Compensation & Leadership Development Committee)
|
|
|
Committees:
•
Audit and Risk
•
Acquisition (Chair)
|
| |
Richard L. Dalzell
Former Senior Vice President and Chief Information Officer, Amazon.com, Inc.
Director since: 2015 Age: 60
|
| |||
|
Mr. Dalzell was Senior Vice President and Chief Information Officer at Amazon.com, Inc., an online retailer, until his retirement in 2007. Previously, Mr. Dalzell served in numerous other positions at Amazon.com, Inc., including Senior Vice President of Worldwide Architecture and Platform Software and Chief Information Officer from 2001 to 2007, Senior Vice President and Chief Information Officer from 2000 to 2001 and Vice President and Chief Information Officer from 1997 to 2000. Prior to his employment with Amazon.com, Inc., Mr. Dalzell was Vice President of the Information Systems Division at Wal-Mart Stores, Inc. from 1994 to 1997. Mr. Dalzell was a director of AOL.com, Inc. from 2009 until its acquisition by Verizon Communications Inc. in 2015. Mr. Dalzell holds a Bachelor of Science degree in Engineering from the United States Military Academy at West Point.
|
| |
Relevant Expertise
Mr. Dalzell brings to the Board extensive experience, expertise and background in information technology, platform software, cloud computing and cybersecurity, as well as a global perspective, gained from his service as the Chief Information Officer of Amazon.com, Inc. He also brings corporate leadership experience gained from his service in various senior executive roles at Amazon.com, Inc.
Other Public Company Boards
Twilio, Inc. (2014-present; serves on Nominating and Governance Committee)
|
|
|
Committees:
•
Acquisition
•
Compensation and Organizational Development
|
| |
Deborah Liu
Vice President, Marketplace, Facebook, Inc.
Director since: 2017 Age: 41
|
| |||
|
Ms. Liu runs Facebook’s developer and commerce businesses. She led the development of Facebook’s first mobile ad product for apps and Audience Network while also building the company’s games business and payments platform. Ms. Liu has been named one of the most powerful female engineers of 2017 by Business Insider and is a 15-year veteran in the tech industry. Prior to Facebook, she spent several years in product management roles at PayPal and eBay, including leading the integration between the two companies. Actively involved with promoting diversity and women in tech, Ms. Liu serves on the board of Expanding Your Horizons Network, a non-profit that focuses on inspiring girls to pursue STEM careers. She co-created the Women in Product nonprofit after
|
| |
realizing that there was no forum for this underrepresented community to connect. Ms. Liu has an MBA from Stanford’s Graduate School of Business and a B.S. in Civil Engineering from Duke University.
Relevant Expertise
Ms. Liu brings to the Board, as the vice president of marketplace of a public technology company, the experience and understanding of the power of mobile platforms and building personalized and rich experiences across apps, products, people and third-party integrations.
Other Public Company Boards
None
|
|
|
Committees:
•
Compensation and Organizational Development (Chair)
•
Nominating and Governance
|
| |
Suzanne Nora Johnson
Former Vice-Chairman, The Goldman Sachs Group
Director since: 2007 Age: 60
Lead Independent Director since: 2016
|
| |||
|
Ms. Nora Johnson joined The Goldman Sachs Group in 1985 and held several management positions throughout her tenure, including Vice Chairman, Chairman of the Global Markets Institute, and Head of the Global Investments Research Division. Ms. Nora Johnson’s significant non-profit board affiliations include, among others, the Brookings Institution, the Carnegie Institution for Science and the University of Southern California. She earned a Bachelor’s degree from the University of Southern California and a Juris Doctor from Harvard Law School.
|
| |
Relevant Expertise
Ms. Nora Johnson brings to the Board valuable business experience managing large, complex, global institutions as well as insights into how changes in the financial services industry, public policy and the macro-economic environment affect our businesses.
Other Public Company Boards
American International Group, Inc. (2008-present; serves on Nominating and Governance Committee)
Pfizer Inc. (2007-present; chairs Audit Committee)
VISA Inc. (2007-present; chairs Compensation Committee and serves on Nominating and Governance Committee)
|
|
|
Committees:
•
Acquisition
•
Audit and Risk (Chair)
|
| |
Dennis D. Powell
Former Chief Financial Officer, Cisco Systems, Inc.
Director since: 2004 Age: 69
|
| |||
|
Mr. Powell was executive advisor of Cisco Systems, Inc. from 2008 to 2010. He joined Cisco in 1997 and held several management positions throughout his tenure including: Executive Vice President and Chief Financial Officer from 2003 to 2008; Senior Vice President, Corporate Finance Vice President from 2002 to 2003; and Corporate Controller from 1997 to 2002. Prior to Cisco, Mr. Powell held the position of senior partner at Coopers & Lybrand LLP, where his tenure spanned 26 years. Mr. Powell served on the board of directors of VMware, Inc. from 2007 until 2015. Mr. Powell holds a Bachelor of Science in Business Administration with a concentration in accounting from Oregon State University.
|
| |
Relevant Expertise
Mr. Powell brings to the Board executive management experience with large, global organizations as well as deep financial expertise and insights into operational issues, which he has gained through his tenure as an executive at a large public technology company.
Other Public Company Boards
Applied Materials, Inc. (2007-present; chairs Audit Committee and serves on Corporate Governance and Nominating Committee and Investment Committee)
|
|
|
Committees:
•
None
|
| |
Brad D. Smith
Chairman, President and Chief Executive Officer, Intuit Inc.
Director since: 2008 Age: 53
Chairman since: 2016
|
| |||
|
Mr. Smith is currently Chairman, President and Chief Executive Officer of Intuit. Mr. Smith joined Intuit in 2003 and has served over the years in a number of senior positions: Senior Vice President and General Manager, Small Business Division from 2006 to 2007; Senior Vice President and General Manager, QuickBooks from 2005 to 2006; Senior Vice President and General Manager, Consumer Tax Group from 2004 to 2005; and Vice President and General Manager of Intuit’s Accountant Central and Developer Network from 2003 to 2004. Before joining Intuit, Mr. Smith held the position of Senior Vice President of Marketing and Business Development of ADP, where he held several executive positions from 1996 to 2003. Mr. Smith served on the board of directors of Yahoo! Inc. from 2010 to 2012. Mr. Smith was also appointed to the board of directors of
|
| |
SurveyMonkey in 2017. Mr. Smith holds a Bachelor’s degree in Business Administration from Marshall University and a Master’s degree in Management from Aquinas College.
Relevant Expertise
Mr. Smith, as Chairman, President and Chief Executive Officer of Intuit, brings to the Board the most relevant knowledge of Intuit’s strategy, markets, operations and employees and provides industry expertise and context on all matters that come before the Board.
Other Public Company Boards
Nordstrom, Inc. (2013-present; chairs Audit Committee and serves on Technology Committee)
|
|
|
Committees following the Meeting:
•
Audit and Risk
•
Nominating and Governance
|
| |
Thomas Szkutak
Former Chief Financial Officer, Amazon.com, Inc.
Director since: N/A Age: 56
|
| |||
|
Mr. Szkutak served as the Senior Vice President and Chief Financial Officer of Amazon.com from 2002 until 2015. Prior to that, he spent 20 years with General Electric, where he held a variety of positions, including chief financial officer of GE Lighting from 2001 to 2002, finance director of GE Plastics Europe from 1999 to 2001, and executive vice president of finance at GE Asset Management (formerly known as GE Investments) from 1997 to 1999. Mr. Szkutak has also served as an advisor and operating partner of Advent International from August 2017. He is a graduate of GE’s financial management program. Mr. Szkutak received a Bachelor of Science in Business Administration degree from Boston University.
|
| |
Relevant Expertise
Mr. Szkutak brings to the Board deep financial expertise and executive management experience with large, global organizations, which he gained through his experience as the chief financial officer at a publicly traded company.
Other Public Company Boards
athenahealth, Inc. (2016-present; chairs Audit Committee)
|
|
|
Committees:
•
Acquisition
•
Audit and Risk
|
| |
Raul Vazquez
Chief Executive Officer and Director, Oportun, Inc.
Director since: 2016 Age: 46
|
| |||
|
Mr. Vazquez has served as Chief Executive Officer and board member of Oportun, a financial technology company, since April 2012. Prior to joining Oportun, Vazquez spent nine years at Walmart in various senior leadership roles, including Executive Vice President and President of Walmart West, Chief Executive Officer of Walmart.com, and Executive Vice President of Global eCommerce for developed markets. Mr. Vazquez previously worked in startup companies in e-commerce, at a global strategy consulting firm focused on Fortune 100 companies and as an industrial engineer for Baxter Healthcare. Mr. Vazquez served as a member of the board of directors of Staples, Inc. from 2013 to June 2016. Mr. Vazquez also served as chairman of the Federal Reserve Board’s Community Advisory Council from September 2015 to November 2017. In August 2016, Mr. Vazquez was named to
|
| |
the Consumer Financial Protection Bureau’s Consumer Advisory Board. Mr. Vazquez received a Bachelor of Science and a Master of Science degree in industrial engineering from Stanford University and an MBA from the Wharton Business School at the University of Pennsylvania.
Relevant Expertise
Mr. Vazquez brings to the Board a wide range of experience in innovative consumer financial products, retail, marketing, e-commerce, technology and community development, as well as corporate leadership experience with global organizations.
Other Public Company Boards
None
|
|
|
Committees:
•
Compensation and Organizational Development
•
Nominating and Governance
|
| |
Jeff Weiner
Chief Executive Officer, LinkedIn Corporation
Director since: 2012 Age: 47
|
| |||
|
Mr. Weiner has served as the Chief Executive Officer of LinkedIn, an online professional network provider, since June 2009, and as a director of LinkedIn from 2009 to 2016. He served as LinkedIn’s Interim President from December 2008 until June 2009. Before joining LinkedIn, Mr. Weiner was an executive in residence at Accel Partners and Greylock Partners, both venture capital firms, from September 2008 to June 2009. From May 2001 to June 2008 he held several positions at Yahoo! Inc., one of the world’s largest digital media companies, including as an Executive Vice President of Yahoo’s network division. He holds a bachelor’s degree in economics from The Wharton School at the University of Pennsylvania.
|
| |
Relevant Expertise
Mr. Weiner brings to the Board experience and insights as the chief executive officer of a successful technology company, that was publicly traded until its acquisition by Microsoft in 2016. He also has deep expertise and knowledge in social networking platforms, consumer web and mobile products.
Other Public Company Boards
None
|
|
| |
|
| | The Board recommends that you vote FOR the election of each of the nominated directors. | | |
| |
|
| | The Board recommends that you vote FOR approval of the advisory resolution to approve executive compensation. | | |
|
Named Executive Officers
|
| |||
| Brad D. Smith | | |
Chairman, President and Chief Executive Officer
|
|
| R. Neil Williams* | | |
Executive Vice President and Chief Financial Officer
|
|
| Sasan K. Goodarzi | | |
Executive Vice President and General Manager, Small Business & Self-Employed Group
|
|
| H. Tayloe Stansbury | | |
Executive Vice President and Chief Technology Officer
|
|
| Daniel A. Wernikoff | | |
Executive Vice President and General Manager, Consumer Group
|
|
| Components of Compensation | | | | |
| Fiscal 2017 Compensation Actions | | | | |
| Other Benefits | | | | |
| Accounting and Tax Implications of Our Compensation Policies | | | |
|
Revenue of $5.2 billion
(up 10% from FY16) |
|
|
GAAP operating income of $1.4 billion
(vs. $1.2 billion in FY16) |
|
|
Non-GAAP operating income of $1.7 billion
(vs. $1.6 billion in FY16) |
|
|
GAAP diluted EPS of $3.72
(up from $3.69 in FY16)(2) |
|
|
Non-GAAP diluted EPS of $4.41
(up from $3.78 in FY16) |
|
| We value the opinions of our stockholders and seek their input as part of our regular outreach efforts. The feedback we received from stockholders regarding our executive compensation program was generally very positive. The Compensation Committee had noted that the majority of shares cast “AGAINST” the “say on pay” proposal had been cast by a single affiliated stockholder group. As a result of stockholder feedback, we have enhanced certain of our proxy disclosures including, for example, those relating to share-based compensation and our use of equity in compensation across the company, as well as our discussion of our corporate social responsibility programs. We have also re-designed our proxy to enhance readability, in response to specific stockholder comments. | | |
We value the opinions of our stockholders and seek their input as part of our regular stockholder outreach efforts.
|
|
|
Help achieve our corporate growth and business strategy
|
| | |
Compensate our executives based on both company performance and individual performance
|
| | |
Hire, retain and motivate talented executives with proven experience in an increasingly competitive market
|
| | |
Have a greater portion of NEO pay opportunity tied to short- and long-term incentive programs than for other Intuit employees, because our NEOs — as leaders of key business units or functions — have the ability to directly influence overall company performance
|
|
|
Role
|
| |
Minimum Value of Stock Ownership*
|
|
| Chief Executive Officer | | | 10x base salary | |
| Chief Financial Officer and General Managers of the company’s two principal business units | | | 5x base salary | |
| Other Executive Vice Presidents | | | 3x base salary | |
| Senior Vice President | | | 1.5x base salary | |
| Board members | | |
10x standard annual Board retainer ($600,000)**
|
|
| Criteria for Fiscal 2017 Peer Group |
| |
Characteristics
|
|
| Technology companies with headquarters in California | | | All are California technology innovators that Intuit competes with for executive talent (companies must fall under Global Industry Classification Standard code 4510). | |
| Comparable pay models | | | All peer group members use a mix of base salary, annual cash awards and some form of equity grant to compensate executives. None have large defined benefit or similar retirement offerings as part of their ongoing executive compensation programs. | |
| Size | | | Peer companies fall within a range of similar revenue between 0.4 and 2.5x and company market-capitalization value between 0.33 and 3.0x, subject to limited reasonable exceptions for direct business competitors and internal talent peers. | |
| Year-over-year continuity | | | One company (Activision Blizzard) was added to the list in fiscal 2017, reflecting Intuit’s California-wide executive talent market, while LinkedIn was removed, following its acquisition by Microsoft. | |
|
2017 Compensation Peer Companies
|
| |||||||||
| Adobe Systems, Inc. | | | Electronic Arts, Inc. | | | PayPal Holdings, Inc. | | | Twitter Inc. | |
| Activision Blizzard, Inc. | | | Juniper Networks, Inc. | | | Salesforce.com, Inc. | | | VMware, Inc. | |
| Autodesk, Inc. | | | NetApp, Inc. | | | Symantec Corporation | | | Yahoo! Inc. | |
| eBay Inc. | | | Netflix, Inc. | | | Tesla Motors, Inc. | | | | |
|
Component
|
| |
Primary Purpose
|
| |||
| Base Salary | | |
Provides the security of a competitive fixed cash payment for services rendered
|
| |||
|
Annual Cash Bonuses
|
| |
Reward achievement of annual company operating goals, including revenue and non-GAAP operating income.
Funding percentages for each Named Executive Officer are
(1) determined based on achievement of True North objectives,
(2) consistent with bonus funding for the broader Intuit population, in keeping with our “One Intuit Ecosystem” business strategy.
|
| |||
|
Long Term Incentives
|
| | Motivate and reward executives based on Intuit performance and value delivered to Intuit stockholders through stock price appreciation and performance relative to peers. | | |||
|
|
| |
50%
Relative TSR RSUs |
| |
Relative TSR RSUs retain and align executives with stockholders for a minimum of three years and offer upside for strong positive returns to stockholders relative to similar alternative investments over 12-, 24- and 36-month periods.
|
|
|
|
| |
25%
Service-based RSUs |
| |
Service-based RSUs retain executives and provide alignment with stockholders’ interests during the vesting term (subject to achievement of a one-year GAAP operating income hurdle designed to ensure tax deductibility of the award).
|
|
|
|
| |
25%
Stock Options |
| |
Stock Options retain and motivate executives to build stockholder value over the life of the option, since options deliver value only if Intuit’s stock price appreciates after grant.
|
|
| Measure Weighting |
| | |
Revenue Goals
(50% weighting) |
| | |
Non-GAAP Operating Income Goals
(50% weighting) |
| | |
Total
(100%) |
| |||||||||||||||||||||
| | | | |
FY17
Revenue ($ billions) |
| |
Bonus Pool
Funding as a Percent of Target* |
| | |
FY17 Operating
Income(1) ($ billions) |
| |
Bonus Pool
Funding as a Percent of Target* |
| | |
Baseline Company
Performance as a Percent of Target(2) |
| |||||||||||||||
| Maximum | | | | | | $5.32 | | | | | | 150% | | | | | | | $1.80 | | | | | | 150% | | | | | | | 150% | | |
| | | | | | | $5.27 | | | | | | 133% | | | | | | | $1.78 | | | | | | 133% | | | | | | | 133% | | |
| | | | | | | $5.21 | | | | | | 117% | | | | | | | $1.76 | | | | | | 117% | | | | | | | 117% | | |
| Target | | | | | | $5.15 | | | | | | 100% | | | | | | | $1.74 | | | | | | 100% | | | | | | | 100% | | |
| | | | | | | $5.07 | | | | | | 97% | | | | | | | $1.72 | | | | | | 97% | | | | | | | 97% | | |
| | | | | | | $4.98 | | | | | | 93% | | | | | | | $1.69 | | | | | | 93% | | | | | | | 93% | | |
| | | | | | | $4.89 | | | | | | 90% | | | | | | | $1.66 | | | | | | 90% | | | | | | | 90% | | |
| | | | | | | $4.85 | | | | | | 75% | | | | | | | $1.64 | | | | | | 75% | | | | | | | 75% | | |
| | | | | | | $4.77 | | | | | | 45% | | | | | | | $1.61 | | | | | | 45% | | | | | | | 45% | | |
| | | | | | | $4.68 | | | | | | 15% | | | | | | | $1.58 | | | | | | 15% | | | | | | | 15% | | |
| Threshold | | | | | | $4.64 | | | | | | 0% | | | | | | | $1.57 | | | | | | 0% | | | | | | | 0% | | |
|
Actual 2017
performance and funding percentages |
| | | | | $5.18 | | | | | | 108% | | | | | | | $1.74 | | | | | | 99% | | | | | | | 103.3% | | |
|
Name
|
| |
Salary
($) |
| |
Target Bonus
as a Percent of Salary (%) |
| |
Target Bonus
($) |
| |
Actual Bonus
as a Percent of Target Bonus (%) |
| |
Actual Bonus
($) |
||||||||||||||
| Brad D. Smith | | | | | 1,000,000 | | | | | | 175% | | | | | | 1,750,000 | | | | | | 105% | | | | | | 1,837,500 |
| R. Neil Williams | | | | | 750,000 | | | | | | 80% | | | | | | 600,000 | | | | | | 105% | | | | | | 630,000 |
| Sasan K. Goodarzi | | | | | 750,000 | | | | | | 80% | | | | | | 600,000 | | | | | | 105% | | | | | | 630,000 |
| H. Tayloe Stansbury | | | | | 675,000 | | | | | | 80% | | | | | | 540,000 | | | | | | 105% | | | | | | 567,000 |
| Daniel A. Wernikoff | | | | | 750,000 | | | | | | 80% | | | | | | 600,000 | | | | | | 105% | | | | | | 630,000 |
|
Relative TSR Peer Companies
|
| ||||||
| Accenture plc | | | DXC Technology Company | | | Oracle Corporation | |
| Activision Blizzard, Inc. | | | eBay Inc. | | | Paychex, Inc. | |
| Adobe Systems Incorporated | | | Electronic Arts, Inc. | | | PayPal Holdings, Inc. | |
| Alliance Data Systems Corporation | | | Facebook, Inc. | | | Red Hat, Inc. | |
| Alphabet Inc. | | | Fidelity National Info Services, Inc. | | | salesforce.com, Inc. | |
| Amdocs Limited | | | First Data Corporation | | | ServiceNow, Inc. | |
| Autodesk, Inc. | | | Fiserv, Inc. | | | Symantec Corporation | |
| Automatic Data Processing, Inc. | | | FleetCor Technologies, Inc. | | | Synopsys, Inc. | |
| CA, Inc. | | | Gartner, Inc. | | | Total System Services, Inc. | |
| Cadence Design Systems | | | Global Payments Inc. | | | Twitter Inc. | |
| Check Point Software Technologies, Ltd. | | | H&R Block, Inc. | | | Vantiv, Inc. | |
| Citrix Systems, Inc. | | | IBM Corporation | | | Visa Inc. | |
| Cognizant Technology Solutions | | | Mastercard Incorporated | | | VMware, Inc. | |
| Computer Sciences Corporation | | | Microsoft Corporation | | | Workday, Inc. | |
|
Relative TSR Peer Company Changes
|
| |||
| Eight 2016 TSR peer companies were removed in the fiscal 2017 award design because they no longer met the objective size requirement or were acquired: | | | Akamai Technologies, Inc. Broadridge Financial Solutions, Inc. CDK Global Open Text Corporation Sabre Corporation The Western Union Company Xerox Corporation Yahoo! |
|
| Two companies that met the size requirement were added: | | | DXC Technology Company ServiceNow, Inc. |
|
| | | |
TSR Percentile Rank(1)(2)
|
| |
Shares Earned as a Percent of Target(3)
|
|||||
| Maximum | | | | | 100 | | | | | | 200.0% |
| Target | | | | | 60 | | | | | | 100.0% |
| Threshold | | | | | 25 | | | | | | 40.0% |
| Below Threshold | | | | | <25.0 | | | | | | —% |
|
Brad Smith
Chairman, President and Chief Executive Officer |
| |
SUMMARY
Mr. Smith’s total direct compensation for fiscal 2017 of $17.1 million represents a 14% reduction from his fiscal 2016 compensation, and positions his pay at approximately the 65th percentile of the company’s compensation peers, in light of his ongoing outstanding performance. The Compensation Committee felt that these decisions rewarded Mr. Smith for the company’s strong year and also reflected an appropriate reduction from the prior year, because fiscal 2016 had been an exceptional year that warranted relatively higher compensation.
|
| |||
| |
| ||||||
|
JULY 2017 COMPENSATION DECISIONS
After assessing Mr. Smith’s performance, as described below, the committee consulted with the Board, without Mr. Smith present, and made the following decisions with respect to his compensation:
|
| ||||||
|
Fiscal 2017 Bonus Award: 105% of target, or $1,837,500
—
This figure represents the same percentage funding as the company-wide bonus pool, set at 105% for all employees, a slight increase from the formulaic bonus calculation of 103.3%. The committee took a “One Intuit Ecosystem” approach to compensation by aligning compensation bonus funding among senior executives to promote a boundary-less approach to driving Intuit-wide outcomes across the entire business, and to align with the funding of the company-wide bonus pool. Mr. Smith’s bonus was over 20% below his fiscal 2016 bonus despite the committee’s view of his outstanding performance, because the committee believes that taking a “One Intuit” approach to bonus funding is important, and because fiscal 2016 was viewed as an exceptional year.
|
| |
Fiscal 2017 Target Equity Grant Value: $14,250,000
—
RSUs and Relative TSR RSUs subject to a one-year mandatory holding period to ensure long-term alignment with stockholders. This is a $2.25 million reduction in equity grant value from fiscal 2016, which was an exceptional year.
Fiscal 2018 Base Salary: $1,000,000
—
no change from fiscal 2017
Fiscal 2018 Bonus Target: 175% of base salary
—
no change from fiscal 2017
|
| |||
|
PERFORMANCE ASSESSMENT
The Compensation Committee considered Mr. Smith’s impact on the company’s one-year operating plan and longer-term strategic plans and rated his performance as outstanding.
|
| ||||||
| Short-Term Performance | | ||||||
|
Goals: The committee determined that it was appropriate to reward Mr. Smith’s outstanding performance with respect to the achievement of the annual operating goals established by the committee early in fiscal 2017, relating to the company’s revenue growth, operating income growth and Mr. Smith’s leadership results.
|
| |
Performance against goals: In assessing Mr. Smith’s performance against his one-year goals, the committee noted that the company exceeded its plan with respect to revenue, and was at the high end of its plan with respect to non-GAAP operating income. With respect to leadership results, the committee also observed that employee engagement remained high, voluntary attrition had decreased and net promoter scores were improving across many core products.
|
|
| Long-Term Performance | | ||||||
|
Goals: The committee also determined that Mr. Smith delivered outstanding progress toward the longer-term goals it had established early in fiscal 2017. These goals included implementation of a long-term plan for Intuit to accelerate its progress against its strategic goals of being the operating system behind small business success and doing the nations’ taxes. Progress against those goals is demonstrated by delivering awesome product experiences, enabling the contributions of others to build network effect platforms and advancing the use of data to delight customers. In addition to assessing Mr. Smith’s performance against the company’s strategic goals, the committee considered Mr. Smith’s progress against his multi-year leadership strategy, focusing on management growth and succession plans, trends for employee engagement and customer experience results, and progress against global expansion strategies.
|
| |
Performance against goals: In assessing Mr. Smith’s performance and progress toward these long-term goals, the committee determined that under Mr. Smith’s leadership Intuit has made significant progress toward its long-term strategic goals of being the operating system behind small business success and doing the nations’ taxes. This is demonstrated by growth in QuickBooks Online subscribers to over 2.3 million at the end of the 2017 fiscal year and 9% growth in TurboTax revenue in fiscal 2017. In addition, the Committee noted innovations in TurboTax, such as SmartLook, and in QuickBooks Self-Employed, such as the ability to separate business and personal expenses “with a swipe.” It also recognized Mr. Smith’s leadership in establishing the company’s refreshed mission and strategy for fiscal year 2018, as well as his attention to growing and developing the company’s management team and technical talent, accelerating its global growth, and continuing to maintain best-in-class employee engagement scores and high customer satisfaction scores in several key businesses.
|
|
|
Neil Williams
Executive Vice President and Chief Financial Officer |
| |
PERFORMANCE ASSESSMENT
The Compensation Committee determined that Mr. Williams had outstanding performance in his role for fiscal 2017. Under Mr. Williams’ leadership, Intuit’s finance team has continued to build strong partnerships with both the company’s business units and external stakeholders, leading to excellent results. The committee recognized Mr. Williams’ deep business acumen, his contributions to the growth of the company’s stock price and leadership of the company’s share repurchase program, and his ability to build high-performing teams and develop strong bench strength to support succession planning. Mr. Williams will be stepping down from the company effective January 31, 2018.
|
| |||
| |
| ||||||
|
JULY 2017 COMPENSATION DECISIONS
|
| ||||||
|
Fiscal 2017 Bonus Award: 105% of target, or $630,000
Fiscal 2017 Target Equity Grant Value: $5,500,000
|
| |
Fiscal 2018 Base Salary: $750,000
—
no change from fiscal 2017
Fiscal 2018 Bonus Target: 100% of base salary
—
an increase from 80% in fiscal 2017
|
|
|
Sasan Goodarzi
Executive Vice President and General Manager, Small Business & Self-Employed Group |
| |
PERFORMANCE ASSESSMENT
The Compensation Committee determined that Mr. Goodarzi had outstanding performance during fiscal 2017 in his role as head of Intuit’s Small Business Group (renamed the Small Business & Self-Employed Group in August 2017). Under his leadership, Small Business Online Ecosystem revenue grew 30% for the year and QuickBooks Online subscribers grew 58% to over 2.3 million. The committee also recognized Mr. Goodarzi’s leadership in the growth of QuickBooks Self-Employed, both inside and outside the U.S. Finally, the committee recognized his abilities to inspire and implement change and to develop top talent.
|
| |||
| |
| ||||||
|
JULY 2017 COMPENSATION DECISIONS
|
| ||||||
|
Fiscal 2017 Bonus Award: 105% of target, or $630,000
Fiscal 2017 Target Equity Grant Value: $8,000,000
|
| |
Fiscal 2018 Base Salary: $750,000
—
no change from fiscal 2017
Fiscal 2018 Bonus Target: 100% of base salary
—
an increase from 80% in fiscal 2017
|
|
|
Tayloe Stansbury
Executive Vice President and Chief Technology Officer |
| |
PERFORMANCE ASSESSMENT
The Compensation Committee determined that Mr. Stansbury had outstanding performance in his role as Chief Technology Officer during fiscal 2017. Under his leadership, the company has entered into partnerships with financial institutions to enable direct connectivity with Intuit products, begun to introduce artificial intelligence and machine learning capabilities in both its TurboTax and QuickBooks offerings, improved its security measures and migrated a significant amount of its data to the cloud. The committee recognized Mr. Stansbury’s outstanding technical leadership as well as his focus on recruiting top talent and championing diversity in Intuit’s technology ranks.
|
| |||
| |
| ||||||
|
JULY 2017 COMPENSATION DECISIONS
|
| ||||||
|
Fiscal 2017 Bonus Award: 105% of target, or $567,000
Fiscal 2017 Target Equity Grant Value: $5,500,000
|
| |
Fiscal 2018 Base Salary: $675,000
—
no change from fiscal 2017
Fiscal 2018 Bonus Target: 90% of base salary
—
an increase from 80% in fiscal 2017
|
|
|
Daniel Wernikoff
Executive Vice President and General Manager, Consumer Group |
| |
PERFORMANCE ASSESSMENT
The Compensation Committee determined that Mr. Wernikoff had outstanding performance in his role as the leader of Intuit’s Consumer Tax Group during fiscal 2017. Under his leadership, the Consumer Tax Group grew its revenue by 9% for the year in a highly competitive environment that included strong new competitors. Despite a challenging year, in addition to delivering strong results, the Consumer Tax Group produced multiple innovations, including its SmartLook video chat offering and ecosystem connections between TurboTax and QuickBooks Self-Employed, driving ecosystem value through a TurboTax connection to QuickBooks Self-Employed. The committee also recognized Mr. Wernikoff as a visionary with strong product instincts and the courage to drive transformational change.
|
| |||
| |
| ||||||
|
JULY 2017 COMPENSATION DECISIONS
|
| ||||||
|
Fiscal 2017 Bonus Award: 105% of target, or $630,000
Fiscal 2017 Target Equity Grant Value: $8,000,000
|
| |
Fiscal 2018 Base Salary: $750,000
—
no change from fiscal 2017
Fiscal 2018 Bonus Target: 100% of base salary
—
an increase from 80% in fiscal 2017
|
|
|
Name
|
| |
Total Intended
Value of Equity Grant(1) |
| |
Relative TSR
RSUs (target #) (50% of value) |
| |
Service-based
RSUs (target #) (25% of value) |
| |
Stock Options
(target #) (25% of value) |
|||||||||||
| Brad D. Smith | | | | $ | 14,250,000 | | | | | | 53,000 | | | | | | 26,000 | | | | | | 139,000 |
| R. Neil Williams | | | | $ | 5,500,000 | | | | | | 20,599 | | | | | | 10,158 | | | | | | 53,741 |
| Sasan K. Goodarzi | | | | $ | 8,000,000 | | | | | | 29,963 | | | | | | 14,776 | | | | | | 78,170 |
| H. Tayloe Stansbury | | | | $ | 5,500,000 | | | | | | 20,599 | | | | | | 10,158 | | | | | | 53,741 |
| Daniel A. Wernikoff | | | | $ | 8,000,000 | | | | | | 29,963 | | | | | | 14,776 | | | | | | 78,170 |
|
Name
|
| |
2014 Relative TSR RSUs Vested (#)
|
||
| Brad D. Smith | | | | | 108,954 |
| R. Neil Williams | | | | | 33,892 |
| Sasan K. Goodarzi | | | | | 33,892 |
| H. Tayloe Stansbury | | | | | 32,236 |
| Daniel A. Wernikoff | | | | | 32,236 |
|
Executive Level
|
| |
Maximum Number of Matching RSUs
|
|
| Director | | |
300 RSUs
|
|
| Vice President | | |
750 RSUs
|
|
| Executive Vice President or Senior Vice President | | |
1,500 RSUs
|
|
| Chief Executive Officer | | |
3,000 RSUs
|
|
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($) |
| |
Stock Awards
($)(1) |
| |
Option
Awards ($)(2) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($) |
| |
Total
($) |
||||||||||||||||||||
|
Brad D. Smith
Chairman, President and Chief Executive Officer |
| | | | 2017 | | | | | | 1,000,000 | | | | | | 9,985,204 | | | | | | 3,556,349 | | | | | | 1,837,500(4)(5) | | | | | | 10,000(6) | | | | | | 16,389,053 |
| | | 2016 | | | | | | 1,000,000 | | | | | | 11,576,785 | | | | | | 3,876,600 | | | | | | 2,325,000 | | | | | | 10,000 | | | | | | 18,788,385 | |||
| | | 2015 | | | | | | 1,000,000 | | | | | | 10,373,838 | | | | | | 3,174,993 | | | | | | 1,456,500 | | | | | | 10,000 | | | | | | 16,015,331 | |||
|
R. Neil Williams
Executive Vice President and Chief Financial Officer |
| | | | 2017 | | | | | | 750,000 | | | | | | 4,124,773 | | | | | | 1,374,977 | | | | | | 630,000 | | | | | | 10,000(6) | | | | | | 6,889,750 |
| | | 2016 | | | | | | 725,000 | | | | | | 4,874,996 | | | | | | 1,531,585 | | | | | | 800,000 | | | | | | 10,000 | | | | | | 7,941,581 | |||
| | | 2015 | | | | | | 700,000 | | | | | | 5,023,612 | | | | | | 1,499,983 | | | | | | 644,000 | | | | | | 10,000 | | | | | | 7,877,595 | |||
|
Sasan K. Goodarzi
Executive Vice President and General Manager, Small Business & Self-Employed Group |
| | | | 2017 | | | | | | 750,000(4) | | | | | | 5,999,877 | | | | | | 1,999,999 | | | | | | 630,000(4) | | | | | | 13,487(6) | | | | | | 9,393,363 |
| | | 2016 | | | | | | 725,000 | | | | | | 6,375,080 | | | | | | 2,002,837 | | | | | | 900,000 | | | | | | 225,669 | | | | | | 10,228,586 | |||
| | | 2015 | | | | | | 650,000 | | | | | | 5,925,247 | | | | | | 1,874,999 | | | | | | 624,000 | | | | | | 228,304 | | | | | | 9,302,550 | |||
|
H. Tayloe Stansbury
Executive Vice President, Chief Technology Officer |
| | | | 2017 | | | | | | 675,000 | | | | | | 4,229,689 | | | | | | 1,374,977 | | | | | | 567,000(5) | | | | | | 10,314(6) | | | | | | 6,856,980 |
| | | 2016 | | | | | | 625,000 | | | | | | 4,586,428 | | | | | | 1,413,758 | | | | | | 700,000 | | | | | | 11,750 | | | | | | 7,336,936 | |||
| | | 2015 | | | | | | 600,000 | | | | | | 3,921,574 | | | | | | 1,249,993 | | | | | | 576,000 | | | | | | 17,060 | | | | | | 6,364,627 | |||
|
Daniel A. Wernikoff
Executive Vice President and General Manager, Consumer Group |
| | | | 2017 | | | | | | 750,000 | | | | | | 5,999,877 | | | | | | 1,999,999 | | | | | | 630,000 | | | | | | 178,656(6) | | | | | | 9,558,532 |
| | | 2016 | | | | | | 725,000 | | | | | | 6,465,068 | | | | | | 2,002,837 | | | | | | 800,000 | | | | | | 66,505 | | | | | | 10,059,410 | |||
| | | 2015 | | | | | | 600,000 | | | | | | 5,850,175 | | | | | | 1,874,999 | | | | | | 600,000 | | | | | | 10,000 | | | | | | 8,935,174 |
|
Name
|
| |
Executive MSPP Contribution
($) |
| |
Deferred Stock Units Reserved
for Executive Contribution (#) |
|||||
| Brad D. Smith | | | | | 275,522 | | | | | | 2,017 |
| H. Tayloe Stansbury | | | | | 84,965 | | | | | | 622 |
|
Name
|
| |
401(k) Matching
Contributions ($) |
| |
Employee
Recognition ($) |
| |
Employee
Referral ($) |
| |
Housing
Assistance ($) |
|||||||||||
| Brad D. Smith | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | — |
| R. Neil Williams | | | | | 10,000 | | | | | | — | | | | | | — | | | | | | — |
| Sasan K. Goodarzi | | | | | 13,487 | | | | | | — | | | | | | — | | | | | | — |
| H. Tayloe Stansbury | | | | | 10,000 | | | | | | — | | | | | | 314 | | | | | | — |
| Daniel A. Wernikoff | | | | | 10,000 | | | | | | 378 | | | | | | — | | | | | | 168,278 |
| | | | | | | | | | | | | | | |
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards(1) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
| |
All Other
Stock Awards(2) |
| |
Grant Date Fair
Value of Stock Awards(3) |
|||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Board
Approval Date |
| |
Target
($) |
| |
Maximum
($) |
| |
Target
(#) |
| |
Maximum
(#) |
| |
Shares
(#) |
| |
($)
|
|||||||||||||||||||||||
|
Brad D. Smith
|
| | | | 7/20/2017 | | | | | | 7/20/2017 | | | | | | | | | | | | | | | | | | 53,000 | | | | | | 106,000 | | | | | | — | | | | | | 6,466,104(4) |
| | | 7/20/2017 | | | | | | 7/20/2017 | | | | | | | | | | | | | | | | | | 26,000 | | | | | | 26,000 | | | | | | — | | | | | | 3,519,100(5) | |||
| | | | | | | | | | | | | | | 1,750,000 | | | | | | 4,375,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,985,204 | |||
|
R. Neil Williams
|
| | | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 20,599 | | | | | | 41,198 | | | | | | — | | | | | | 2,749,888(4) |
| | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 10,158 | | | | | | 10,158 | | | | | | — | | | | | | 1,374,885(5) | |||
| | | | | | | | | | | | | | | 600,000 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,124,773 | |||
|
Sasan K. Goodarzi
|
| | | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 29,963 | | | | | | 59,926 | | | | | | — | | | | | | 3,999,945(4) |
| | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 14,776 | | | | | | 14,776 | | | | | | — | | | | | | 1,999,932(5) | |||
| | | | | | | | | | | | | | | 600,000 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,999,877 | |||
|
H. Tayloe Stansbury
|
| | | | 8/12/2016 | | | | | | 8/12/2016 | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 936 | | | | | | 104,916(6) |
| | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 20,599 | | | | | | 41,198 | | | | | | — | | | | | | 2,749,888(4) | |||
| | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 10,158 | | | | | | 10,158 | | | | | | — | | | | | | 1,374,885(5) | |||
| | | | | | | | | | | | | | | 540,000 | | | | | | 1,350,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,229,689 | |||
|
Daniel A. Wernikoff
|
| | | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 29,963 | | | | | | 59,926 | | | | | | — | | | | | | 3,999,945(4) |
| | | 7/20/2017 | | | | | | 7/19/2017 | | | | | | | | | | | | | | | | | | 14,776 | | | | | | 14,776 | | | | | | — | | | | | | 1,999,932(5) | |||
| | | | | | | | | | | | | | | 600,000 | | | | | | 1,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,999,877 |
|
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) |
|||||||||||
| Brad D. Smith | | | | | 7/20/2017 | | | | | | 139,000 | | | | | | 135.35 | | | | | | 3,556,349 |
| R. Neil Williams | | | | | 7/20/2017 | | | | | | 53,741 | | | | | | 135.35 | | | | | | 1,374,977 |
|
Sasan K. Goodarzi
|
| | | | 7/20/2017 | | | | | | 78,170 | | | | | | 135.35 | | | | | | 1,999,999 |
|
H. Tayloe Stansbury
|
| | | | 7/20/2017 | | | | | | 53,741 | | | | | | 135.35 | | | | | | 1,374,977 |
|
Daniel A. Wernikoff
|
| | | | 7/20/2017 | | | | | | 78,170 | | | | | | 135.35 | | | | | | 1,999,999 |
| | | |
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 |
||||||||||||||
|
Brad D. Smith
|
| | | | 110,496 | | | | | | — | | | | | | 47.79 | | | | | | 07/20/11 | | | | | | 07/19/18 |
| | | 114,825 | | | | | | — | | | | | | 56.52 | | | | | | 07/25/12 | | | | | | 07/24/19 | |||
| | | 139,500 | | | | | | — | | | | | | 63.11 | | | | | | 07/24/13 | | | | | | 07/23/20 | |||
| | | 227,450 | | | | | | — | | | | | | 82.59 | | | | | | 07/24/14 | | | | | | 07/23/21 | |||
| | | 108,704 | | | | | | 54,357(1) | | | | | | 107.25 | | | | | | 07/23/15 | | | | | | 07/22/22 | |||
| | | 70,992 | | | | | | 142,008(2) | | | | | | 113.19 | | | | | | 07/21/16 | | | | | | 07/20/23 | |||
| | | — | | | | | | 139,000(3) | | | | | | 135.35 | | | | | | 07/20/17 | | | | | | 07/19/24 | |||
|
R. Neil Williams
|
| | | | 34,728 | | | | | | — | | | | | | 56.52 | | | | | | 07/25/12 | | | | | | 07/24/19 |
| | | 53,000 | | | | | | — | | | | | | 63.11 | | | | | | 07/24/13 | | | | | | 07/23/20 | |||
| | | 70,750 | | | | | | — | | | | | | 82.59 | | | | | | 07/24/14 | | | | | | 07/23/21 | |||
| | | 51,356 | | | | | | 25,680(1) | | | | | | 107.25 | | | | | | 07/23/15 | | | | | | 07/22/22 | |||
| | | 28,048 | | | | | | 56,105(2) | | | | | | 113.19 | | | | | | 07/21/16 | | | | | | 07/20/23 | |||
| | | — | | | | | | 53,741(3) | | | | | | 135.35 | | | | | | 07/20/17 | | | | | | 07/19/24 | |||
|
Sasan K.Goodarzi
|
| | | | 90,000 | | | | | | — | | | | | | 42.78 | | | | | | 08/09/11 | | | | | | 08/08/18 |
| | | 23,526 | | | | | | — | | | | | | 56.52 | | | | | | 07/25/12 | | | | | | 07/24/19 | |||
| | | 53,000 | | | | | | — | | | | | | 63.11 | | | | | | 07/24/13 | | | | | | 07/23/20 | |||
| | | 70,750 | | | | | | — | | | | | | 82.59 | | | | | | 07/24/14 | | | | | | 07/23/21 | |||
| | | 64,195 | | | | | | 32,101(1) | | | | | | 107.25 | | | | | | 07/23/15 | | | | | | 07/22/22 | |||
| | | 36,678 | | | | | | 73,368(2) | | | | | | 113.19 | | | | | | 07/21/16 | | | | | | 07/20/23 | |||
| | | — | | | | | | 78,170(3) | | | | | | 135.35 | | | | | | 07/20/17 | | | | | | 07/19/24 | |||
|
H. Tayloe Stansbury
|
| | | | 1,871 | | | | | | — | | | | | | 82.59 | | | | | | 07/24/14 | | | | | | 07/23/21 |
| | | 3,566 | | | | | | 21,401(1) | | | | | | 107.25 | | | | | | 07/23/15 | | | | | | 07/22/22 | |||
| | | 25,890 | | | | | | 51,789(2) | | | | | | 113.19 | | | | | | 07/21/16 | | | | | | 07/20/23 | |||
| | | — | | | | | | 53,741(3) | | | | | | 135.35 | | | | | | 07/20/17 | | | | | | 07/19/24 | |||
|
Daniel A. Wernikoff
|
| | | | 53,000 | | | | | | — | | | | | | 63.11 | | | | | | 07/24/13 | | | | | | 07/23/20 |
| | | 67,350 | | | | | | — | | | | | | 82.59 | | | | | | 07/24/14 | | | | | | 07/23/21 | |||
| | | 64,195 | | | | | | 32,101(1) | | | | | | 107.25 | | | | | | 07/23/15 | | | | | | 07/22/22 | |||
| | | 36,678 | | | | | | 73,368(2) | | | | | | 113.19 | | | | | | 07/21/16 | | | | | | 07/20/23 | |||
| | | — | | | | | | 78,170(3) | | | | | | 135.35 | | | | | | 07/20/17 | | | | | | 07/19/24 |
| | | |
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 ($) |
||||||||||||||
|
Brad D. Smith
|
| | | | 07/25/12 | | | | | | 6,525(1) | | | | | | 895,295 | | | | | | — | | | | | | — |
| | | 07/25/12 | | | | | | 25,795(2) | | | | | | 3,539,332 | | | | | | — | | | | | | — | |||
| | | 07/24/14 | | | | | | 108,954(3) | | | | | | 14,949,578 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | 9,867(4) | | | | | | 1,353,851 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | — | | | | | | — | | | | | | 133,200(5) | | | | | | 18,276,372 | |||
| | | 07/21/16 | | | | | | 23,998(6) | | | | | | 3,292,766 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | — | | | | | | — | | | | | | 74,000(7) | | | | | | 10,153,540 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 26,000(8) | | | | | | 3,567,460 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 53,000(9) | | | | | | 7,272,130 | |||
|
R. Neil Williams
|
| | | | 07/24/14 | | | | | | 33,892(3) | | | | | | 4,650,321 | | | | | | — | | | | | | — |
| | | 08/15/14 | | | | | | 1,128(10) | | | | | | 154,773 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | 4,662(11) | | | | | | 639,673 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | — | | | | | | — | | | | | | 62,928(12) | | | | | | 8,634,351 | |||
| | | 07/21/16 | | | | | | 9,570(13) | | | | | | 1,313,100 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | — | | | | | | — | | | | | | 29,289(14) | | | | | | 4,018,744 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 10,158(15) | | | | | | 1,393,779 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 20,599(16) | | | | | | 2,826,389 | |||
|
Sasan K. Goodarzi
|
| | | | 07/24/14 | | | | | | 33,892(3) | | | | | | 4,650,321 | | | | | | — | | | | | | — |
| | | 07/23/15 | | | | | | 5,827(11) | | | | | | 799,523 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | — | | | | | | — | | | | | | 78,660(12) | | | | | | 10,792,939 | |||
| | | 07/21/16 | | | | | | 12,515(13) | | | | | | 1,717,183 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | — | | | | | | — | | | | | | 38,302(14) | | | | | | 5,255,417 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 14,776(15) | | | | | | 2,027,415 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 29,963(16) | | | | | | 4,111,223 | |||
|
H. Tayloe Stansbury
|
| | | | 07/24/14 | | | | | | 32,236(3) | | | | | | 4,423,102 | | | | | | — | | | | | | — |
| | | 07/23/15 | | | | | | 3,885(11) | | | | | | 533,061 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | — | | | | | | — | | | | | | 52,440(12) | | | | | | 7,195,292 | |||
| | | 08/14/15 | | | | | | 818(10) | | | | | | 112,238 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | 8,834(13) | | | | | | 1,212,113 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | — | | | | | | — | | | | | | 27,036(14) | | | | | | 3,709,610 | |||
| | | 08/12/16 | | | | | | 936(10) | | | | | | 128,429 | | | | | | — | | | | | | — | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 10,158(15) | | | | | | 1,393,779 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 20,599(16) | | | | | | 2,826,389 | |||
|
Daniel A. Wernikoff
|
| | | | 07/24/14 | | | | | | 32,236(3) | | | | | | 4,423,102 | | | | | | — | | | | | | — |
| | | 08/15/15 | | | | | | 642(10) | | | | | | 88,089 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | 5,827(11) | | | | | | 799,523 | | | | | | — | | | | | | — | |||
| | | 07/23/15 | | | | | | — | | | | | | — | | | | | | 78,660(12) | | | | | | 10,792,939 | |||
| | | 08/14/15 | | | | | | 852(10) | | | | | | 116,903 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | 12,515(13) | | | | | | 1,717,183 | | | | | | — | | | | | | — | |||
| | | 07/21/16 | | | | | | — | | | | | | — | | | | | | 38,302(14) | | | | | | 5,255,417 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 14,776(15) | | | | | | 2,027,415 | |||
| | | 07/20/17 | | | | | | — | | | | | | — | | | | | | 29,963(16) | | | | | | 4,111,223 |
| | | |
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 ($) |
|||||||||||
| Brad D. Smith | | | | | 103,445 | | | | | | 9,126,182 | | | | | | 211,968 | | | | | | 24,802,824 |
| R. Neil Williams | | | | | — | | | | | | — | | | | | | 53,489 | | | | | | 6,289,132 |
| Sasan K. Goodarzi | | | | | — | | | | | | — | | | | | | 55,146 | | | | | | 6,529,131 |
| H. Tayloe Stansbury | | | | | 88,788 | | | | | | 3,074,972 | | | | | | 37,041 | | | | | | 4,413,788 |
| Daniel A. Wernikoff | | | | | 26,182 | | | | | | 2,026,159 | | | | | | 54,946 | | | | | | 6,502,569 |
|
Name
|
| |
Plan
|
| |
Aggregate Balance
at July 31, 2016 ($) |
| |
Executive
Contributions in Fiscal 2017 ($)(1) |
| |
Aggregate Earnings
in Fiscal 2017 ($)(2) |
| |
Aggregate
Withdrawals/ Distributions in Fiscal 2017 ($) |
| |
Aggregate Balance
at July 31, 2017 ($) |
|||||||||||||||||
|
Brad D. Smith
|
| | | | NQDCP | | | | | | 6,971,766 | | | | | | 1,162,500 | | | | | | 888,119 | | | | | | — | | | | | | 9,022,385(3) |
| | | MSPP | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | Total | | | | | | 6,971,766 | | | | | | 1,162,500 | | | | | | 888,119 | | | | | | — | | | | | | 9,022,385 | |||
|
R. Neil Williams
|
| | | | NQDCP | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | MSPP | | | | | | 233,967 | | | | | | — | | | | | | 31,027 | | | | | | (110,221) | | | | | | 154,773 | |||
| | | Total | | | | | | 233,967 | | | | | | — | | | | | | 31,027 | | | | | | (110,221) | | | | | | 154,773 | |||
|
Sasan K. Goodarzi
|
| | | | NQDCP | | | | | | 2,459,186 | | | | | | 750,000 | | | | | | 259,367 | | | | | | — | | | | | | 3,468,553(3) |
| | | MSPP | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | |||
| | | Total | | | | | | 2,459,186 | | | | | | 750,000 | | | | | | 259,367 | | | | | | — | | | | | | 3,468,553 | |||
|
H. Tayloe Stansbury
|
| | | | NQDCP | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | MSPP | | | | | | 162,822 | | | | | | 104,916 | | | | | | 45,921 | | | | | | (72,993) | | | | | | 240,666 | |||
| | | Total | | | | | | 162,822 | | | | | | 104,916 | | | | | | 45,921 | | | | | | (72,993) | | | | | | 240,666 | |||
|
Daniel A. Wernikoff
|
| | | | NQDCP | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| | | MSPP | | | | | | 165,819 | | | | | | — | | | | | | 39,173 | | | | | | — | | | | | | 204,992 | |||
| | | Total | | | | | | 165,819 | | | | | | — | | | | | | 39,173 | | | | | | — | | | | | | 204,992 |
| Brad D. Smith Incremental Amounts Payable Upon Termination Event |
| |
Termination by Intuit Without
Cause or by Mr. Smith for Good Reason ($) |
| |
Termination
Without Cause After CIC ($) |
| |
CIC
(Continued Employment) ($) |
| |
Death or
Disability ($) |
|||||||||||
| ||||||||||||||||||||||||
| Total Cash Severance | | | | | 2,750,000 | | | | | | 2,750,000 | | | | | | — | | | | | | — |
| Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Severance | | | | | 2,750,000 | | | | | | 2,750,000 | | | | | | — | | | | | | — |
| Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 5,298,108 |
| Value of Accelerated Restricted Stock Units | | | | | 30,840,069 | | | | | | 43,496,033 | | | | | | 43,496,033 | | | | | | 56,973,331 |
| Total Value of Accelerated Long-Term Incentives | | | | | 30,840,069 | | | | | | 43,496,033 | | | | | | 43,496,033 | | | | | | 62,271,439 |
| Total Severance, Benefits & Accelerated Equity | | | | | 33,590,069 | | | | | | 46,246,033 | | | | | | 43,496,033 | | | | | | 62,271,439 |
|
| R. Neil Williams Incremental Amounts Payable Upon Termination Event |
| |
Termination by Intuit Without
Cause or by Mr. Williams for Good Reason ($) |
| |
Termination
Without Cause After CIC ($)(1) |
| |
CIC
(Continued Employment) ($) |
| |
Death or
Disability ($) |
|||||||||||
| ||||||||||||||||||||||||
| Total Cash Severance | | | | | 1,350,000 | | | | | | 1,350,000 | | | | | | — | | | | | | — |
| Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Severance | | | | | 1,350,000 | | | | | | 1,350,000 | | | | | | — | | | | | | — |
| Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 2,216,973 |
| Value of Accelerated Restricted Stock Units | | | | | 9,649,118 | | | | | | 15,191,553 | | | | | | 15,036,842 | | | | | | 20,477,971 |
| Total Value of Accelerated Long-Term Incentives | | | | | 9,649,118 | | | | | | 15,191,553 | | | | | | 15,036,842 | | | | | | 22,694,944 |
| Total Severance, Benefits & Accelerated Equity | | | | | 10,999,118 | | | | | | 16,541,553 | | | | | | 15,036,842 | | | | | | 22,694,944 |
|
| Sasan K. Goodarzi 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 | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 2,870,446 |
| Value of Accelerated Restricted Stock Units | | | | | 10,943,409 | | | | | | 17,854,266 | | | | | | 17,854,266 | | | | | | 25,384,658 |
| Total Value of Accelerated Long-Term Incentives | | | | | 10,943,409 | | | | | | 17,854,266 | | | | | | 17,854,266 | | | | | | 28,255,104 |
| Total Severance, Benefits & Accelerated Equity | | | | | 10,943,409 | | | | | | 17,854,266 | | | | | | 17,854,266 | | | | | | 28,255,104 |
|
| H. Tayloe Stansbury Incremental Amounts Payable Upon Termination Event |
| |
Termination by Intuit Without
Cause or by Mr. Stansbury for Good Reason ($) |
| |
Termination
Without Cause After CIC ($)(1) |
| |
CIC
(Continued Employment) ($) |
| |
Death or
Disability ($) |
|||||||||||
| ||||||||||||||||||||||||
| Total Cash Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 1,985,104 |
| Value of Accelerated Restricted Stock Units | | | | | 8,725,686 | | | | | | 13,602,391 | | | | | | 13,489,485 | | | | | | 18,891,201 |
| Total Value of Accelerated Long-Term Incentives | | | | | 8,725,686 | | | | | | 13,602,391 | | | | | | 13,489,485 | | | | | | 20,876,305 |
| Total Severance, Benefits & Accelerated Equity | | | | | 8,725,686 | | | | | | 13,602,391 | | | | | | 13,489,485 | | | | | | 20,876,305 |
|
| Daniel A. Wernikoff Incremental Amounts Payable Upon Termination Event |
| |
Termination by Intuit Without
Cause or by Mr. Wernikoff for Good Reason ($) |
| |
Termination
Without Cause After CIC ($)(1) |
| |
CIC
(Continued Employment) ($) |
| |
Death or
Disability ($) |
|||||||||||
| ||||||||||||||||||||||||
| Total Cash Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Benefits and Perquisites | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Total Severance | | | | | — | | | | | | — | | | | | | — | | | | | | — |
| Gain on Accelerated Stock Options | | | | | — | | | | | | — | | | | | | — | | | | | | 2,869,442 |
| Value of Accelerated Restricted Stock Units | | | | | 10,709,648 | | | | | | 17,784,836 | | | | | | 17,620,505 | | | | | | 25,315,228 |
| Total Value of Accelerated Long-Term Incentives | | | | | 10,709,648 | | | | | | 17,784,836 | | | | | | 17,620,505 | | | | | | 28,184,670 |
| Total Severance, Benefits & Accelerated Equity | | | | | 10,709,648 | | | | | | 17,784,836 | | | | | | 17,620,505 | | | | | | 28,184,670 |
|
|
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 | | | | | 16,069,262(2) | | | | | | 104.77 | | | | | | 28,168,310(5) |
|
Equity compensation plans not approved by security holders
|
| | | | 54,498(3) | | | | | | 4.93 | | | | | | — |
| Total | | | | | 16,123,760(4) | | | | | | 104.50 | | | | | | 28,168,310 |
| |
|
| | The Board recommends that you vote for the option of ONE YEAR on the advisory vote on the frequency of an executive compensation vote. | | |
| |
|
| | The Board recommends that you vote FOR approval of the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan. | | |
|
Fee Category
|
| |
Fiscal 2017
|
| |
Fiscal 2016
|
|||||
| Audit Fees | | | | $ | 4,591,000 | | | | | $ | 4,635,000 |
| Audit-Related Fees | | | | | 36,000 | | | | | | 69,000 |
| Tax Fees | | | | | — | | | | | | — |
| All Other Fees | | | | | 50,000 | | | | | | — |
| Total Fees | | | | $ | 4,677,000 | | | | | $ | 4,704,000 |
| |
|
| | The Board recommends that you vote FOR the ratification of the selection of Ernst & Young LLP. | | |
|
•
Each Named Executive Officer;
•
Each director and nominee;
|
| |
•
All current directors and executive officers as a group; and
•
Each stockholder beneficially owning more than 5% of our common stock.
|
|
|
Name of Beneficial Owner
|
| |
Amount and Nature of Beneficial Ownership (#)
|
| |
Percent of Class (%)
|
|||||
| Directors, Director Nominees and Executive Officers: | | | | | | | | | | | |
| Scott D. Cook(1) | | | | | 12,322,033 | | | | | | 4.82% |
| Brad D. Smith(2) | | | | | 1,136,845 | | | | | | * |
| R. Neil Williams(3) | | | | | 105,581 | | | | | | * |
| Sasan K. Goodarzi(4) | | | | | 276,814 | | | | | | * |
| H. Tayloe Stansbury(5) | | | | | 17,253 | | | | | | * |
| Daniel A. Wernikoff(6) | | | | | 251,528 | | | | | | * |
| Eve Burton(7) | | | | | 4,907 | | | | | | * |
| Richard L. Dalzell(8) | | | | | 9,538 | | | | | | * |
| Diane B. Greene(9) | | | | | 32,764 | | | | | | * |
| Deborah Liu | | | | | — | | | | | | * |
| Suzanne Nora Johnson(10) | | | | | 33,608 | | | | | | * |
| Dennis D. Powell(11) | | | | | 17,871 | | | | | | * |
| Thomas Szkutak | | | | | — | | | | | | * |
| Raul Vazquez(12) | | | | | 2,315 | | | | | | * |
| Jeff Weiner(13) | | | | | 21,722 | | | | | | * |
| All current directors and executive officers as a group (16 people)(14) |
| | | | 14,395,124 | | | | | | 5.59% |
| Other 5% Stockholders | | | | | | | | | | | |
| Capital World Investors(15) | | | | | 22,863,305 | | | | | | 8.94% |
| BlackRock, Inc.(16) | | | | | 17,669,116 | | | | | | 6.91% |
| The Vanguard Group(17) | | | | | 16,014,164 | | | | | | 6.26% |
|
Proposal
|
| | Voting Options |
| | Vote Required to Adopt the Proposal |
| | Effect of Abstentions |
| | Effect of “Broker Non-Votes” |
|
|
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.
Advisory vote on the frequency of future say-on-pay votes
|
| | One year, two years, three years 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. However, because it is possible that no frequency will receive this vote, the frequency choice that receives the greatest number of votes will be viewed as the advisory vote on the matter | | | No effect | | | No effect | |
|
4.
Approval of the material terms of the performance goals under the Intuit Inc. Senior Executive Incentive Plan
|
| | 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 | |
|
5.
Ratification of selection of Ernst & Young LLP, 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(1)
|
|
|
(In millions, unaudited)
|
| |
Fiscal Year Ended
July 31, 2017 |
| |
Fiscal Year Ended
July 31, 2016 |
|||||
| GAAP operating income | | | | $ | 1,395 | | | | | $ | 1,242 |
| Amortization of acquired technology | | | | | 12 | | | | | | 22 |
| Amortization of other acquired intangible assets | | | | | 2 | | | | | | 12 |
| Gain (loss) on sale of long-lived assets | | | | | — | | | | | | 1 |
| Share-based compensation expense | | | | | 326 | | | | | | 278 |
| Non-GAAP operating income | | | | $ | 1,735 | | | | | $ | 1,555 |
| GAAP net income | | | | $ | 971 | | | | | $ | 979 |
| Amortization of acquired technology | | | | | 12 | | | | | | 22 |
| Amortization of other acquired intangible assets | | | | | 2 | | | | | | 12 |
| Gain (loss) on sale of long-lived assets | | | | | — | | | | | | 1 |
| Share-based compensation expense | | | | | 326 | | | | | | 278 |
| Net loss on debt securities and other investments | | | | | 9 | | | | | | 5 |
| Income tax effects and adjustments | | | | | (170) | | | | | | (120) |
| Net (income) loss from discontinued operations | | | | | — | | | | | | (173) |
| Non-GAAP net income | | | | $ | 1,150 | | | | | $ | 1,004 |
| GAAP diluted net income per share | | | | $ | 3.72 | | | | | $ | 3.69 |
| Amortization of acquired technology | | | | | 0.05 | | | | | | 0.08 |
| Amortization of other acquired intangible assets | | | | | 0.01 | | | | | | 0.04 |
| Gain (loss) on sale of long-lived assets | | | | | — | | | | | | — |
| Share-based compensation expense | | | | | 1.25 | | | | | | 1.05 |
| Net loss on debt securities and other investments | | | | | 0.03 | | | | | | 0.02 |
| Income tax effects and adjustments | | | | | (0.65) | | | | | | (0.45) |
| Net (income) loss from discontinued operations | | | | | — | | | | | | (0.65) |
| Non-GAAP diluted net income per share | | | | $ | 4.41 | | | | | $ | 3.78 |
| Shares used in diluted per share calculations | | | | | 261 | | | | | | 265 |
| Corporate Headquarters | | | ||
| 2700 Coast Ave. Mountain View, CA 94043 |
| | 650.944.6000 www.intuit.com |
|