DEF 14A 1 intu2013-proxy.htm DEF 14A INTU.2013-proxy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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INTUIT INC.
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INTUIT INC.
2700 Coast Avenue
Mountain View, CA 94043
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend our 2014 Annual Meeting of Stockholders, which will be held at 8:00 a.m. Pacific Standard Time on January 23, 2014 at our offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043. We will also offer a webcast of the annual meeting at http://investors.intuit.com.
We are holding the meeting for the following purposes:
1. To elect the nine directors nominated by the Board of Directors and named in the proxy statement to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
2. To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2014;
3. To approve the Amended and Restated 2005 Equity Incentive Plan to (1) extend the term of the plan for an additional nine years; (2) increase the share reserve by an additional 19,000,000 shares; and (3) amend certain terms of the 2005 Equity Incentive Plan;
4. To hold an advisory vote to approve executive compensation; and
5. To consider any other matters that may properly be brought before the annual meeting and any postponement(s) or adjournment(s) thereof.
Items 1 through 4 are more fully described in the attached proxy statement. We have not received notice of other matters that may be properly presented at the annual meeting.
Only stockholders who owned our stock at the close of business on November 25, 2013 may vote at the annual meeting, or at any adjournment or postponement of the annual meeting. For 10 days prior to the annual meeting, a list of stockholders eligible to vote at the annual meeting will be available for review during our regular business hours at our headquarters at 2700 Coast Avenue, Mountain View, California 94043. If you would like to view the stockholder list, please call Intuit Investor Relations at (650) 944-3560 to schedule an appointment.
Your vote is important. Whether or not you plan to attend the annual meeting, please cast your vote, as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet or by telephone, as promptly as possible. You may also request a paper proxy card to submit your vote by mail, if you prefer. We encourage you to vote via the Internet. We believe it is convenient for our stockholders, while significantly lowering the cost of our annual meeting and conserving natural resources.
Important Notice Regarding the Availability of Proxy Materials for Annual Meeting of Stockholders to Be Held on January 23, 2014. The proxy statement is available electronically at http://investors.intuit.com/financial-information/proxy-statements/default.aspx and Intuit's Annual Report on Form 10-K for fiscal year ended July 31, 2013 is available electronically at http://investors.intuit.com/financial-information/annual-reports/default.aspx.
By order of the Board of Directors,
Laura A. Fennell
Senior Vice President, General Counsel and Corporate
Secretary
Mountain View, California
November 27, 2013



INTUIT INC.
PROXY STATEMENT 2014 ANNUAL MEETING OF STOCKHOLDERS

 
Page

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2014 PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of the Stockholders
Time and Date
 
Thursday, January 23, 2014 at 8:00 a.m. Pacific Standard Time
Place
 
Intuit's offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043
Record Date
 
November 25, 2013
Voting
 
Stockholders of Intuit as of the record date are entitled to vote. Each share of Intuit common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda

1.
Election of nine directors
2.
Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2014
3.
Approval of the Amended and Restated 2005 Equity Incentive Plan
4.
Advisory vote to approve executive compensation
5.
Consideration of other matters that may properly come before the meeting

Intuit's Board of Directors (the “Board”) recommends that you vote FOR the election of each of the director nominees and FOR Proposals 2, 3 and 4.

Board Nominees

The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast.
 
 
 
 
 
 
Committee Memberships
 
Name
Age
Director Since
Occupation
Experience/ Qualification
Independent
AC
ARC
CODC
NGC
Other Public Company Boards
Christopher W. Brody
69
1993
Chairman, Vantage Partners LLC
Leadership, Finance, Industry
X
 
 
X
C
 
William V. Campbell
73
1994
Chairman of the Board of Directors, Intuit Inc.
Leadership, Industry
 
 
 
 
 
Apple, Inc.; GSV Capital Corp.
Scott D. Cook
61
1984
Founder and Chairman of the Executive Committee, Intuit Inc.
Leadership, Industry
 
 
 
 
 
eBay Inc.;
The Procter & Gamble Company
Diane B. Greene
58
2006
Former President and Chief Executive Officer, VMware, Inc.
Leadership, Industry
X
 
X
 
X
Google, Inc.
Edward A. Kangas
69
2007
Non-Employee Chairman, Tenet Healthcare
Industry, Global, Leadership
X
X
 
C
X
Tenet Healthcare; Hovnanian Enterprises, Inc.;
United Technologies Corporation; IntelSat


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Committee Memberships
 
Name
Age
Director Since
Occupation
Experience/ Qualification
Independent
AC
ARC
CODC
NGC
Other Public Company Boards
Suzanne Nora Johnson
56
2007
Former Vice-Chairman, The Goldman Sachs Group
Leadership, Industry, Finance, Global
X
C
X
 
 
American International Group, Inc.; Pfizer Inc.; VISA Inc.
Dennis D. Powell
65
2004
Former Chief Financial Officer, Cisco Systems, Inc.
Leadership, Industry, Finance
X
X
C
 
 
Applied Materials, Inc.; VMware, Inc.
Brad D. Smith
49
2008
President and Chief Executive Officer, Intuit Inc.
Leadership, Industry
 
 
 
 
 
Nordstrom, Inc.
Jeff Weiner
43
2012
Chief Executive Officer, LinkedIn Corporation
Leadership, Industry
X
 
 
X
 
LinkedIn Corporation
________________________________________________________
AC
 
Acquisition Committee
ARC
 
Audit and Risk Committee
CODC
 
Compensation and Organizational Development Committee
NGC
 
Nominating and Governance Committee
C
 
Chair
Attendance
 
All director nominees, all of whom are current directors, attended at least 75% of the aggregate number of meetings of the Board and committees on which he or she sits.

Auditors

As a matter of good corporate governance, we are asking stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2014.

2005 Equity Incentive Plan

We are asking stockholders to approve the Amended and Restated 2005 Equity Incentive Plan (the "Plan") to (1) extend the term of the Plan for an additional nine years; (2) increase the share reserve by an additional 19,000,000 shares; and (3) amend certain terms of the 2005 Equity Incentive Plan, as described more fully on page 59.

Executive Compensation Advisory Vote

For the fourth year, our stockholders have the opportunity to cast a non-binding, advisory vote to approve our executive compensation program. Last year, stockholders supported the policies, practices and philosophy of our compensation program, with 92% of votes cast in favor of the proposal. In evaluating this year's “say on pay” proposal, we recommend that you review our “Compensation Discussion and Analysis,” which explains how and why the Compensation and Organizational Development Committee of our Board arrived at its compensation actions and decisions for fiscal year 2013, along with our “Summary Compensation Table” and the related compensation tables, notes and narrative in this proxy statement. The Board recommends a FOR vote because the Board believes that our compensation programs' policies and procedures are effective in implementing our compensation philosophy and in achieving its goals.

Fiscal 2013 Compensation Decisions

Intuit is strongly committed to pay for performance. To that end, our executive compensation programs are designed to reward both short- and long-term profitable growth. Our short-term performance-based compensation is in the form of annual cash bonuses, which are based upon achievement of annual corporate operating goals and individual performance. Our long-term compensation program for senior executive officers is primarily in the form of performance-based restricted stock units the vesting of which is tied to the achievement of three-year corporate operating performance goals and three-year relative total shareholder return ("TSR") compared with a peer group of similar companies.
Intuit delivered relatively strong financial results for fiscal 2013, achieving revenue growth of 10%, non-GAAP operating income growth of 8% and non-GAAP earnings per share ("EPS") growth of 11% and a TSR of 11% in fiscal 2013.  However, certain business units, including the Consumer Tax Group, fell short of expectations. As a result of not meeting the Company's

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aggressive growth targets, and consistent with the Company's pay for performance philosophy, cash compensation for all but one of the Named Executive Officers decreased from fiscal 2012 to fiscal 2013 and only one Named Executive Officer received a salary increase in fiscal 2013.  In addition, the performance-based RSUs that were granted in fiscal 2010 and vested in fiscal 2013 for the Named Executive Officers based on results from fiscal 2011 through fiscal 2013 were earned at substantially below the target amounts during a time period when Intuit continued to achieve revenue and operating income growth and a three-year TSR with a compound annual growth rate of 18%, which reflects the aggressive performance goals set by the Company. For the performance-based RSUs granted in fiscal 2013, Intuit maintained this practice of setting aggressive performance targets, while also increasing the grant date fair value of the equity awards from fiscal 2012 to fiscal 2013. The Company believes that its experienced leadership team is poised to deliver sustained long-term growth and that increasing the grant date fair value of the equity awards helps to ensure long-term retention and to incentivize these leaders to focus on achieving the Company's aggressive growth targets.

Compensation Practices

Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy, including:

the majority of our senior executive officer compensation is in the form of performance-based incentives, and 70% of equity incentive value is granted in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative total shareholder return compared to a peer group;
we do not provide special retirement benefits designed solely for executive officers;
we do not provide any excise tax “gross-up” payments if a severance payment is considered an excess parachute payment under U.S. tax laws;
we do not provide perquisites or other executive benefits based solely on rank;
we prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;
we have “clawback” provisions for performance-based equity awards; and
we have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times salary, the senior vice president level and above guideline set at one and a half times salary, and non-employee director guideline set at five times retainer.

Fiscal 2013 Compensation Summary

Set forth below is the fiscal year 2013 compensation for each named executive officer as determined under the Securities and Exchange Commission rules. See the “Compensation Discussion and Analysis” and “Executive Compensation” sections of the proxy statement for a full explanation of each named executive officer's compensation.

Name and Principal Position
 
Salary
 ($)
 
Bonus
 ($)
 
Stock Awards
 ($)
 
Option Awards
 ($)
 
Non-Equity Incentive Plan Compensation
 ($)
 
All Other Compensation
 ($)
 
Total
 ($)
Brad D. Smith
President and Chief Executive Officer
 
1,000,000

 

 
8,759,665

 
1,571,454

 
1,120,000

 
12,559

 
12,463,678

R. Neil Williams
Senior Vice President and Chief Financial Officer
 
700,000

 

 
3,361,037

 
597,040

 
420,000

 
15,040

 
5,093,117

Kiran M. Patel
Executive Vice President and General Manager, Small Business Group
 
800,000

 

 

 

 
1,440,000

 
16,151

 
2,256,151

Laura A. Fennell
Senior Vice President, General Counsel and Corporate Secretary
 
535,000

 

 
2,532,760

 
444,964

 
278,200

 
13,494

 
3,804,418

Daniel R. Maurer
Senior Vice President and General Manager, Consumer Group
 
620,000

 

 
2,543,816

 
444,964

 
372,000

 
14,227

 
3,995,007


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2015 Annual Meeting
Deadline for stockholder proposals or director nominees for inclusion in the proxy statement:
July 30, 2014
Deadline for director nominees or other stockholder proposals to be properly brought at annual meeting (but not included in the proxy statement):
No earlier than the close of business on October 10, 2014 and
no later than November 9, 2014



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INTUIT INC.
2700 Coast Avenue
Mountain View, CA 94043

PROXY STATEMENT FOR THE
2014 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION ABOUT THE MEETING, VOTING AND PROXIES
Date, Time and Place of Meeting
Intuit Inc.’s (“Intuit” or the “Company”) Board of Directors (the “Board”) is asking for your proxy for use at the Intuit Inc. 2014 Annual Meeting of Stockholders (the “Meeting”) and at any adjournment or postponement of the Meeting for the purposes set forth in the accompanying Notice of 2014 Annual Meeting of Stockholders. We are holding the Meeting on Thursday, January 23, 2014 at 8:00 a.m. Pacific Standard Time at our offices at 2750 Coast Avenue, Building 6, Mountain View, California 94043. We have first released this proxy statement to Intuit stockholders beginning on November 27, 2013.
Webcast of Meeting
If you are not able to attend the meeting in person, you may join a live webcast of the Meeting on the Internet by visiting http://investors.intuit.com on Thursday, January 23, 2014 at 8:00 a.m. Pacific Standard Time.
Proposals at the Meeting
There are four proposals scheduled to be voted on at the Meeting:
to elect nine directors nominated by the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified;
to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending July 31, 2014;
to approve the Amended and Restated 2005 Equity Incentive Plan; and
to hold an advisory vote to approve executive compensation.
We will also consider any other matters that may properly be brought before the Meeting and any postponement(s) or adjournment(s) thereof.
Internet Availability of Proxy Materials
We are pleased to continue to furnish proxy materials to our stockholders on the Internet, rather than mailing printed copies of those materials to each stockholder. If you received a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) by mail, you will not receive a printed copy of the proxy materials unless you request one. Instead, the Notice of Internet Availability will instruct you as to how you may access and review the proxy materials and cast your vote on the Internet. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of the Meeting. We anticipate that the Notice of Internet Availability will be mailed to stockholders on or about November 27, 2013.
Record Date, Outstanding Shares and Quorum
Only holders of record of Intuit common stock at the close of business on November 25, 2013 (called the “Record Date”) will be entitled to vote at the Meeting. On the Record Date, we had approximately 284,902,568 shares of common stock outstanding and entitled to vote. We need a quorum to take action at the Meeting. We will have a quorum if a majority of the shares outstanding and entitled to vote on the Record Date are present at the Meeting, either in person or by proxy.
If by the date of the Meeting we do not receive proxies representing sufficient shares to constitute a quorum or approve one or more of the proposals, the Chair of the Meeting, or the persons named as proxies, may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies would typically exercise their authority to vote in favor of adjournment.

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Voting Rights
Holders of our common stock are entitled to one vote for each share they owned on the Record Date. The Inspector of Elections appointed for the Meeting will tabulate all votes. The Inspector will separately tabulate “for” and “against” votes, abstentions and broker non-votes for each proposal.
Stockholder of Record or Beneficial Owner
Stockholder of Record (Record Holder).  If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company (“AST”), you are considered the stockholder of record with respect to those shares, and the Notice of Internet Availability was sent directly to you by Intuit. If you request printed copies of the proxy materials by mail, you will also receive a proxy card.
Beneficial Owner of Shares Held in Street Name.  If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Notice of Internet Availability was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. Only Proposal 2 (ratifying the selection of our independent registered public accounting firm) is considered a routine matter. Proposals 1 (election of directors), 3 (approving the Amended and Restated 2005 Equity Incentive Plan) and 4 (advisory vote to approve executive compensation) are not considered routine matters, and without your instruction, your broker cannot vote your shares. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”
Voting and Revoking Proxies
The Board is soliciting proxies to vote your shares at the Meeting. All stockholders of record have three options for submitting their vote prior to the Meeting:
via the Internet at www.proxyvote.com (as described in the Notice of Internet Availability);
by phone (your Notice of Internet Availability provides information on how to access your proxy card, which contains instructions on how to vote by telephone); or
by requesting, completing and mailing in a paper proxy card, as outlined in the Notice of Internet Availability.
We encourage you to register your vote via the Internet.  If you attend the Meeting, you may also submit your vote in person, and any votes that you previously submitted — whether via the Internet, by phone or by mail — will be superseded by the vote that you cast at the Meeting. If you properly submit your proxy, via the Internet, by phone or by mail, and do not revoke it prior to the Meeting, your shares will be voted in the manner described in this proxy statement or as you may otherwise direct.
If you sign and return your proxy card but do not give any instructions on how you would like to vote your shares, your shares will be voted in favor of the election of each of the director nominees listed in Proposal 1 and in favor of Proposals 2, 3 and 4. As far as we know, no other matters will be presented at the Meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.
If you are a beneficial owner of shares held in “street name” through a brokerage firm, bank, broker-dealer, or other similar organization, you may receive a Notice of Internet Availability of Proxy Materials from the holder of record containing instructions that you must follow in order for your shares to be voted. Certain of these institutions offer Internet and telephone voting. If you wish to vote at the Meeting, you must bring to the Meeting a letter from the record holder confirming your beneficial ownership of the shares.
Whether you submit your proxy via the Internet, by phone or by mail, you may revoke it at any time before voting takes place at the Meeting. If you are the record holder of your shares and you wish to revoke your proxy, you must deliver instructions to: Laura A. Fennell, Corporate Secretary, at Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. You may also revoke a proxy by submitting a later-dated vote, in person at the Meeting or via the Internet, by phone or by mail. If a broker, bank or other nominee is the record holder of your shares and you wish to revoke your proxy, you must contact the record holder of your shares directly.

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Votes Required to Elect Directors and Adopt Proposals
Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the nine director nominees and one vote on each other matter. To be elected, directors must receive a majority of the votes cast (the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Each director who is standing for election at the Meeting has tendered a contingent, irrevocable resignation from the Board that will become effective only if the director fails to receive the required majority vote. In that event, the Nominating and Governance Committee of the Board will make a recommendation to the Board whether to accept or reject the resignation, or whether some other action should be taken. The Board will act on the recommendation of the Nominating and Governance Committee and publicly disclose its decision and the rationale behind it within 90 days after the date of the certification of the election results. Approval of each of the other proposals on the agenda requires the affirmative vote of the majority of the shares of common stock entitled to vote on the proposal that are present in person or represented by proxy at the Meeting and are voted “for” or “against” the proposal.
Abstentions and Broker Non-Votes
Any shares represented by proxies that are marked to abstain from voting on a proposal will be counted as present in determining whether we have a quorum. They will also be counted in determining the total number of shares entitled to vote on a proposal. Abstentions and, if applicable, broker non-votes will not be counted as votes “for” or “against” a Director nominee or the other proposals. Accordingly, abstentions are not counted for the purpose of determining the number of votes cast on these proposals.
If your shares are held in street name and you do not instruct your broker on how to vote your shares, your broker, in its discretion, may either leave your shares unvoted or vote your shares on routine matters. As noted above, only Proposal 2 (ratifying the selection of our independent registered public accounting firm) is considered a routine matter. If your broker returns a proxy card but does not vote your shares, this results in a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining a quorum, but they will not be counted for the purpose of determining the number of votes cast on the proposals.
Soliciting Proxies
Intuit will pay all expenses of soliciting proxies to be voted at the Meeting. After the proxies are initially distributed, Intuit and/or its agents may also solicit proxies by mail, electronic mail, telephone or in person. We have hired a proxy solicitation firm, Innisfree M&A Incorporated, to assist us in soliciting proxies. We will pay Innisfree a fee of $10,000 plus their expenses, which we estimate will be approximately $8,000. We will ask brokers, custodians, nominees and other record holders to prepare and send a Notice of Internet Availability of Proxy Materials to people or entities for whom they hold shares and forward copies of the proxy materials to beneficial owners who request paper copies.
Voting Results
The preliminary voting results will be announced at the Meeting. The final voting results will be tallied by our Inspector of Elections and published in a Current Report on Form 8-K that we expect to file within four business days of the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to disclose preliminary voting results and, within four business days after the final results are known, we will file an additional Form 8-K to disclose the final voting results.
Delivery of Voting Materials to Stockholders Sharing an Address
To reduce the expense of delivering duplicate materials to stockholders sharing the same address, we have adopted a procedure approved by the Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, certain stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of Internet Availability, Annual Report on Form 10-K and proxy materials, as applicable, sent to stockholders until such time as one or more of these stockholders notifies us that they wish to receive individual copies. This procedure will reduce duplicate mailings and save printing costs and postage fees, as well as natural resources.
How to Obtain a Separate Set of Voting Materials
If you received a householded mailing this year, and you would like to have additional copies of our Notice of Internet Availability of Proxy Materials, Annual Report on Form 10-K and proxy materials, as applicable, mailed to you, please submit your request to Investor Relations, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, or call

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(650) 944-3560 and we will deliver these materials to you promptly upon such written or oral request. You may also contact us at the address or phone number above if you received multiple copies of the annual meeting materials and would prefer to receive a single copy in the future. If you would like to opt out of householding for future mailings, call (800) 542-1061 or send a written request to Investor Relations at the above address.
Annual Report on Form 10-K and Additional Materials
The Notice of 2014 Annual Meeting of Stockholders, this proxy statement and our Annual Report on Form 10-K for the fiscal year ended July 31, 2013 have been made available to all stockholders entitled to vote at the Meeting and who received the Notice of Internet Availability. The Annual Report on Form 10-K can also be viewed at http://investors.intuit.com/financial-information/annual-reports/default.aspx.
Paper copies of our Annual Report on Form 10-K (excluding exhibits) for the fiscal year ended July 31, 2013 may be obtained without charge by writing to Investor Relations, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, or by calling (650) 944-3560.
OUR BOARD OF DIRECTORS AND NOMINEES
Our Board currently consists of nine directors, all of whom are standing for election. The nominees for election include six independent directors, as defined in the applicable rules for companies traded on the NASDAQ Global Select Market (NASDAQ) and three directors who are employees of Intuit. Stockholders elect all directors annually. The authorized number of directors is currently nine.
Directors Standing for Election
Each of the incumbent directors listed below has been nominated for election by the Board upon recommendation by the Nominating and Governance Committee and has agreed to stand for election to a one-year term. Information concerning the nominees for director is provided below.
Christopher W. Brody (Age 69)
Chairman, Vantage Partners LLC

Mr. Brody has been an Intuit director since 1993 and is a member of the Compensation and Organizational Development Committee and Chairman of the Nominating and Governance Committee. Mr. Brody has been chairman of Vantage Partners LLC, a private investment firm that he founded, since 1999. From 1970 to 1998 Mr. Brody was a partner of Warburg, Pincus & Co., a venture capital and private equity investment firm. Over the past 30 years, Mr. Brody has served on the boards of over 15 public and private companies in a number of different industries. Currently, Mr. Brody serves as a director of several private companies. Mr. Brody holds a Bachelor of Arts in English Literature from Harvard College and a Master in Business Administration from Harvard Business School. The Board believes that Mr. Brody should be re-elected to the Board because of his experience and knowledge of corporate finance, strategic planning and general management; his experience and knowledge of operational matters gained as a past and present director of several other public and private companies; his experience in building high-growth businesses; and his knowledge of Intuit, its markets and operations, which has developed over his tenure as a director of Intuit.
William V. Campbell (Age 73)
Chairman of the Board of Directors, Intuit Inc.

Mr. Campbell has been an Intuit director since 1994. He served as Intuit's President and Chief Executive Officer from April 1994 through July 1998. He has served as Chairman of the Board since August 1998 and was Acting Chief Executive Officer from September 1999 until January 2000. Mr. Campbell has been a member of the board of directors of Apple, Inc. since 1997, where he serves on the Audit Committee and chairs the Nominating Committee, and he has been a member of the Board of Directors of GSV Capital Corp. since 2012. In addition to Mr. Campbell's public company leadership experience, he serves as the Chair of the Board of Trustees of Columbia University. Mr. Campbell holds a Bachelor of Arts in Economics and a Masters of Science from Columbia University. The Board believes that Mr. Campbell should be re-elected to the Board because of his professional experience managing and advising innovative high growth companies; his leadership throughout the technology industry; and his understanding of Intuit, its strategy, markets, operations and management.

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Scott D. Cook (Age 61)
Founder and Chairman of the Executive Committee, Intuit Inc.

Mr. Cook has been an Intuit director since 1984. A co-founder of Intuit, Mr. Cook served as Intuit's President and Chief Executive Officer from 1984 to 1994 and served as Chairman of the Board from 1993 to 1998. Mr. Cook has been a director of eBay Inc. since 1998 where he is 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 and is a member of the Compensation & Leadership Development 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. The Board believes that Mr. Cook should be re-elected to the Board because of his experience as an entrepreneur and corporate executive; his knowledge of Intuit's operations, markets, management and strategy; his role in guiding and fostering innovation; and his experience as a Board member of other large consumer-focused companies.
Diane B. Greene (Age 58)
Former President and Chief Executive Officer, VMware, Inc.

Ms. Greene has been an Intuit director since 2006 and is a member of the Audit and Risk Committee and the
Nominating and Governance Committee. Ms. Greene co-founded VMware, Inc., a provider of virtualization and virtualization-based cloud infrastructure solutions, in 1998 and took the company public in 2007. Ms. Greene served as chief executive officer and president of VMware from 1998 to 2008, a member of the board of directors of VMware from 2007 to 2008, and as an Executive Vice President of EMC Corporation, a provider of information infrastructure and virtual infrastructure technologies, solutions and services, from 2005 to 2008. Prior to VMware, Ms. Greene held technical leadership positions at Silicon Graphics, Tandem, and Sybase and was chief executive officer of VXtreme. She has also served on the board of directors of Google since January 2012. In addition to Ms. Greene's public company board experience, she is a member of The MIT Corporation. Ms. Greene holds a Bachelor of Arts in mechanical engineering from the University of Vermont, a Master of Science degree in naval architecture from the Massachusetts Institute of Technology and a Master of Science degree in computer science from the University of California, Berkeley. The Board believes that Ms. Greene should be re-elected to the Board because she brings to the Board her experience and insights as a successful technology entrepreneur and former chief executive officer of a public company as well as her expertise and knowledge of cloud computing and software as a service businesses.
Edward A. Kangas (Age 69)
Non-Employee Chairman, Tenet Healthcare

Mr. Kangas has been an Intuit director since 2007 and is a member of the Acquisition Committee and Nominating and Governance Committee and chairs the Compensation and Organizational Development Committee. From 1989 to 2000, Mr. Kangas was global chairman and chief executive officer of Deloitte Touche Tohmatsu Ltd. Mr. Kangas also held the position of managing partner of Deloitte & Touche (USA) from 1989 to 1994. Mr. Kangas has been non-employee chairman of the board of directors of Tenet Healthcare since 2003. Mr. Kangas also has been a member of the board of directors of: Hovnanian Enterprises, Inc. since 2002; United Technologies Corporation since 2008; and IntelSat since 2012. Mr. Kangas was a member of the board of Electronic Data Systems Corporation from 2004 to 2008, Eclipsys Corporation from 2004 to 2010 and Allscripts Healthcare Solutions from 2010 to 2012. Mr. Kangas holds a Bachelor's degree and a Master's degree in Business Administration from the University of Kansas. The Board believes that Mr. Kangas should be re-elected to the Board because he brings to the Board global executive experience as well as his knowledge and expertise acquired through his service as a director of companies in industries that are highly relevant to Intuit's businesses, including software, technology, professional services and healthcare.
Suzanne Nora Johnson (Age 56)
Former Vice-Chairman, The Goldman Sachs Group

Ms. Nora Johnson has been an Intuit director since 2007 and is a member of the Audit and Risk Committee and chairs the Acquisition Committee. Ms. Nora Johnson joined The Goldman Sachs Group in 1985 and held several management positions throughout her tenure, which concluded with her retirement in January 2007, including: Vice Chairman, Chairman of the Global Markets Institute, and Head of the Global Investments Research Division. Ms. Nora Johnson has been a member of the board of directors of: American International Group, Inc. since 2008; Pfizer Inc. since 2007; and VISA Inc. since 2007. Ms. Nora Johnson's significant non-profit board affiliations include, among others, the American Red Cross and the University of Southern California. Ms. Nora Johnson earned a Bachelor's degree from the University of Southern California and a Juris Doctor from Harvard Law School. The Board believes that Ms. Nora Johnson should be re-elected to the Board because she

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brings 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.
Dennis D. Powell (Age 65)
Former Chief Financial Officer, Cisco Systems, Inc.

Mr. Powell has been an Intuit director since 2004 and is a member of the Acquisition Committee and Chairman of the Audit and Risk Committee. Mr. Powell was executive advisor of Cisco Systems, Inc., a provider of networking products and services, from 2008 to 2010. Mr. Powell 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 has been a member of the boards of directors of Applied Materials, Inc. since 2007 and VMware, Inc. since 2007. Mr. Powell holds a Bachelor of Science in Business Administration with a concentration in accounting from Oregon State University. The Board believes Mr. Powell should be re-elected to the Board because he brings to the Board his executive management experience with large, global organizations as well as insights into financial and operational issues gained through his tenure as an executive at a large public technology company.
Brad D. Smith (Age 49)
President and Chief Executive Officer, Intuit Inc.

Mr. Smith has been an Intuit director since 2008 and is currently President and Chief Executive Officer of Intuit. Mr. Smith joined Intuit in 2003 and has served as 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 as 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 until 2013. Mr. Smith was appointed to the board of directors of Nordstrom, Inc. in June 2013 where he is a member of the Audit Committee and Finance Committee. Mr. Smith holds a Bachelor's degree in Business Administration from Marshall University and a Master's degree in Management from Aquinas College. The Board believes Mr. Smith should be re-elected because, as Chief Executive Officer of Intuit, he possesses 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.
Jeff Weiner (Age 43)
Chief Executive Officer, LinkedIn Corporation

Mr. Weiner has been a director of Intuit since April 2012 and is a member of the Compensation and Organizational Development Committee. He has served as the Chief Executive Officer of LinkedIn, an Internet professional network provider, since June 2009, and as a director of LinkedIn since July 2009. 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 most recently 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. The Board believes Mr. Weiner should be re-elected because he brings to the Board experience and insights as the chief executive officer of a successful public technology company as well expertise and knowledge in social networking, consumer web and mobile products.

CORPORATE GOVERNANCE

Intuit is committed to excellence in corporate governance and maintains policies and practices that promote good corporate governance, including the following:

the Board has adopted majority voting in uncontested elections of directors;

a majority of the board members are independent of Intuit and its management;


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the independent members of the Board meet regularly without the presence of management;

all members of the committees of the Board are independent;

the charters of the committees of the Board clearly establish the committees' respective roles and responsibilities;

Intuit has adopted a Code of Conduct & Ethics for employees that is monitored by Intuit's ethics office;

Intuit's ethics office has a hotline available to all employees, and Intuit's Audit and Risk Committee has procedures in place to receive and process complaints regarding accounting, internal accounting controls, auditing and federal securities law matters, or violations of the Code of Conduct & Ethics and for employees to make confidential, anonymous complaints regarding accounting, auditing and federal securities law matters or violations of the Intuit's Code of Conduct & Ethics;

Intuit has adopted a Code of Ethics that applies to all directors;

Intuit's internal audit control function maintains critical oversight over the key areas of its business and financial processes and controls, and reports directly to Intuit's Audit and Risk Committee;

Intuit has adopted stock ownership guidelines for its non-employee directors and executive officers at the senior vice president level and above (which requirements are described in the “Compensation Discussion and Analysis” of this proxy statement starting on page 25); and

the Board and its committees receive periodic updates on regulatory and other developments relevant to the Board from management and outside experts.

Our Board has adopted Corporate Governance Principles that are designed to assist the Board in observing practices and procedures that serve the best interests of Intuit and our stockholders. The Nominating and Governance Committee is responsible for overseeing these Corporate Governance Principles, reviewing them at least annually and making recommendations to the Board regarding any changes. These Corporate Governance Principles address, among other things, our policy on succession planning and senior leadership development, Board performance evaluations, committee structure and stock ownership requirements.
We maintain a corporate governance page on our company website that contains key information about corporate governance matters. This information includes copies of our Corporate Governance Principles, Political Accountability Policy, Code of Conduct & Ethics for all employees, including our Company’s senior executive and financial officers, our Operating Values, and the charter for each Board committee. The link to this corporate governance page can be found at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx.

Board Responsibilities and Leadership Structure
The Board oversees management’s performance on behalf of Intuit’s stockholders. The Board’s primary responsibilities are (1) to select, oversee and determine compensation for the Chief Executive Officer who, with senior management, runs Intuit on a day-to-day basis, (2) to monitor management’s performance to assess whether Intuit is operating in an effective, efficient and ethical manner in order to create value for Intuit’s stockholders, and (3) to periodically review Intuit’s long-range plan, business initiatives, capital projects and budget matters.
The Board appoints the Chairman of the Board, who may be a former officer of Intuit if the Board determines that it is in the best interests of Intuit and its stockholders. The roles of Chairman of the Board and Chief Executive Officer may be held by the same person or may be held by different people. However, if the Chairman is also the Chief Executive Officer, then the Board has determined that it will appoint a lead independent director. Currently, the positions of Chairman of the Board and Chief Executive Officer are held by separate persons. The Board believes that the separation of the roles of Chairman of the Board and Chief Executive Officer is appropriate at this time as it allows our Chief Executive Officer to focus primarily on management and strategy responsibilities, while allowing our Chairman to focus on leadership of the Board, providing feedback and advice to the Chief Executive Officer, and providing a channel of communication between the Board members and the Chief Executive Officer. William V. Campbell, the current Chairman of the Board, is a non-executive employee of Intuit and previously served as Intuit’s chief executive officer. The Chairman of the Board presides over all Board meetings and works with the Chief Executive Officer to develop agendas for Board meetings. The Chairman advises the Chief Executive

13


Officer and other members of senior management on business strategy and leadership development. He also works with the Board to drive decisions about particular strategies and policies and, in concert with the independent Board committees, facilitates a performance evaluation process of the Board.
The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The Board held five meetings during fiscal 2013. The independent directors also spend a portion of every regularly scheduled meeting in executive session, and they designate an independent director to serve as presiding director to chair these sessions. During fiscal 2013, Chris Brody, the Nominating and Governance Committee chair, served as the presiding director of all executive sessions. In addition, the presiding director may advise the Chairman of the Board with respect to agendas and information to be provided to the Board and may perform such other duties as the Board may from time to time request to assist it in fulfilling its responsibilities. The Board has delegated certain responsibilities and authority to the committees described below. Committees report regularly on their activities and actions to the full Board.
Board Oversight of Risk
Intuit's management is responsible for balancing risk and opportunity in support of Intuit's objectives. Management exercises this responsibility day to day through ongoing identification of risks related to significant business activities, implementation of risk mitigation activities and alignment of risk management to the Company's strategy. Intuit's Chief Risk Officer, who reports through to our General Counsel, facilitates the Enterprise Risk Management, or “ERM,” program as part of our strategic planning process. The ERM program helps identify the top risks for each business unit and for Intuit as a whole.
Our Board has responsibility for overseeing risk management for the Company. The Board exercises this oversight responsibility directly and through its committees, as follows:
The Audit and Risk Committee has primary responsibility for overseeing our ERM program. The Chief Risk Officer reports on a quarterly basis to the Audit and Risk Committee on Intuit’s top risk areas and the progress of the ERM program. The Audit and Risk Committee also has oversight responsibilities with respect to particular risks such as financial management and fraud.
The Board’s other committees – Compensation and Organizational Development, Nominating and Governance, and Acquisition – oversee risks associated with their respective areas of responsibility. The Compensation and Organizational Development Committee considers the risks associated with our compensation policies and practices for executives and employees generally. The Nominating and Governance Committee considers risks associated with corporate governance and overall board effectiveness, including recruiting appropriate Board members. The Acquisition Committee considers risks associated with Intuit’s merger and acquisition activities and the strategy and business models of acquisition candidates.
At each quarterly Board meeting, members of each committee provide a report to the full Board covering the committee’s risk oversight and other activities. The full Board receives an annual update from the Chief Risk Officer regarding the top enterprise-wide risks. The full Board also considers and provides oversight of specific strategic risks, including those relating to Intuit's business models and inorganic growth strategy. The Board also receives detailed reports at quarterly Board meetings from the Chief Executive Officer and the heads of our principal business units, which include discussions of the risks involved in their respective areas of responsibility. The senior management team also informs the Board routinely of developments that could affect our risk profile or other aspects of our business.
Compensation Risk Assessment
The Company conducted a review of its key compensation programs, policies and practices in conjunction with Frederic W. Cook & Co., Inc. (“FW Cook”), the Compensation and Organizational Development Committee’s independent compensation consultant, which prepared a report on the Company’s incentive programs.
The review included an analysis of the Company's short-term and long-term compensation programs, covering key program details, performance factors for each program, target award ranges, maximum funding levels, and plan administrative oversight and control requirements. Key program elements assessed relating to potential compensation risks were pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, severance packages, equity incentives and stock ownership requirements and trading policies.
This analysis was reviewed with the Compensation and Organizational Development Committee at its October 29, 2013 meeting. The review and analysis did not identify any compensation programs, policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company.

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The analysis noted the following factors that reduce the likelihood of excessive risk-taking:
The Company's overall compensation levels are competitive with the market.
The Company's compensation programs provide an effective balance in (1) cash and equity mix, (2) annual incentives that are based in part on company-wide performance metrics that align with the Company's business plans and strategic objectives and in part on a qualitative evaluation of business unit and individual performance to mitigate any tendency for focus exclusively on the specific financial metrics under the plan, and (3) long-term incentives provided through a combination of stock options (generally vesting over three years with terms of seven years), time-based restricted stock units (“RSUs”) (generally vesting over three years), performance-based RSUs with vesting based on three-year operating income and revenue growth, and performance-based RSUs with vesting based on three-year relative TSR.
The Company has adopted stock ownership guidelines for executive officers at the senior vice president level and above as well as non-employee directors. In January 2012, these guidelines were fixed at specified multiples of the salaries of our Named Executive Officers and retainers of our Board members.
The Company has an insider trading policy that prohibits officers from pledging shares, trading put or call options, and engaging in short sales or hedging transactions involving the Company's securities.
The Company has implemented “clawback” provisions for performance-based equity awards.
Director Independence
Our Board currently includes six independent directors, all of whom are standing for election. To be considered independent under NASDAQ rules, a director may not be employed by Intuit or engage in certain types of business dealings with Intuit. In addition, as required by NASDAQ rules, the Board has made a determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and by Intuit with regard to each director’s business and personal activities as they relate to Intuit and Intuit’s management. Based on this review, the Board has determined that Mr. Brody, Ms. Greene, Mr. Kangas, Ms. Nora Johnson, Mr. Powell and Mr. Weiner are independent directors.
In assessing director independence under NASDAQ rules, the Nominating and Governance Committee and the full Board review relevant transactions, relationships and arrangements that may affect the independence of our Board members. Each of Mr. Powell, Mr. Kangas, Ms. Nora Johnson, Ms. Green and Mr. Weiner is or was during fiscal 2013 a director of companies with which Intuit conducts business in the ordinary course. Consistent with NASDAQ independence standards, Intuit did not make payments to, or receive payments from, any of these companies for property or services in the current or any of the last three fiscal years that exceed 5% of Intuit’s or any of the other parties’ consolidated gross revenues. Following review of these transactions, the Board determined that each of these directors was independent under NASDAQ rules.
Attendance at Board, Committee and Annual Stockholders Meetings
The Board expects that each director will prepare for, attend and participate in all Board and applicable committee meetings and that each Board member will see that other commitments do not materially interfere with his or her service on the Board. Directors generally may not serve on the boards of more than six public companies, including Intuit’s Board. Any director, who has a principal job change, including retirement, must offer to submit a letter of resignation to the Chairman of the Board. The Board, in consultation with the Nominating and Governance Committee, will review each offered resignation and determine whether or not to accept such resignation after consideration of the continued appropriateness of Board membership under the new circumstances.
During fiscal 2013, all directors attended at least 75% of the aggregate number of meetings of the Board and the committees on which he or she served. All of our current directors attended the last Annual Meeting of Stockholders held in January 2013. Under the Corporate Governance Principles, all directors are encouraged to attend the annual meetings of Intuit’s stockholders.

Board Committees and Charters
The Board currently has a standing Acquisition Committee, Audit and Risk Committee, Compensation and Organizational Development Committee, and Nominating and Governance Committee. The members of each committee are appointed by the Board based on recommendations of the Nominating and Governance Committee. Each member of these committees is an independent director as determined by the Board in accordance with NASDAQ listing standards and each

15


member of the Audit and Risk Committee and the Compensation and Organizational Development Committee meets heightened independence criteria applicable to directors serving on these committees under NASDAQ listing standards. Each committee has a charter and annually reviews its charter and makes recommendations to our Board for revision of its charter to reflect evolving best practices. Copies of each charter can be found on our website at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx. Current committee members are identified in the following table.

Director
 
Acquisition Committee
 
Audit and Risk Committee
 
Compensation and Organizational Development Committee
 
Nominating and Governance Committee
Christopher W. Brody
 
 
 
 
 
X
 
Chair
William V. Campbell
 
 
 
 
 
 
 
 
Scott D. Cook
 
 
 
 
 
 
 
 
Diane B. Greene
 
 
 
X
 
 
 
X
Edward A. Kangas
 
X
 
 
 
Chair
 
X
Suzanne Nora Johnson
 
Chair
 
X
 
 
 
 
Dennis D. Powell
 
X
 
Chair
 
 
 
 
Brad D. Smith
 
 
 
 
 
 
 
 
Jeff Weiner
 
 
 
 
 
X
 
 
Acquisition Committee
The Acquisition 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 may be established by the Board from time to time.
In fiscal 2013, the Acquisition Committee held four meetings.
Audit and Risk Committee
The Audit and Risk 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 the work of Intuit’s independent auditor.
Our Board has determined that each member of the Audit and Risk Committee is independent, as defined under applicable NASDAQ listing standards and SEC rules related to audit committee members, and is financially literate, as required by NASDAQ listing standards. All members of the Audit and Risk Committee have been determined by the Board to meet the qualifications of an “audit committee financial expert,” as defined by SEC rules, and to meet the qualifications of “financial sophistication” in accordance with NASDAQ listing standards. Stockholders should understand that these designations related to an Audit and Risk Committee member’s experience and understanding do not impose upon him or her any duties, obligations or liabilities greater than those generally imposed on other members of the Board.
In fiscal 2013, the Audit and Risk Committee held 14 meetings. The Audit and Risk Committee held closed sessions with our independent auditors, Ernst & Young LLP, present in all of these meetings. The responsibilities and activities of the Audit and Risk Committee are described in greater detail in “Audit and Risk Committee Report” beginning on page 57.
Compensation and Organizational Development Committee
The Compensation and Organizational Development Committee (the “Compensation Committee”) assists the Board in the review and approval of executive compensation and the oversight of organizational and management development for executive officers and other employees of Intuit. The Compensation Committee periodically reviews Intuit's key management from the perspectives of leadership development, organizational development and succession planning through Intuit's High Performance Organization Review. As part of this process, the Compensation Committee also meets with key senior executives. The systemic assessment of Intuit's organization and talent planning helped the Compensation Committee to evaluate Intuit's effort at hiring, developing and retaining executives, with the goal of creating and growing Intuit's “bench strength” at the most senior executive levels.
Each member of this committee is independent under NASDAQ listing standards and is a “Non-Employee Director,” as defined in Rule 16(b)-3 under the Securities Exchange Act of 1934, as amended. The Compensation Committee met six times in fiscal 2013. The Compensation Committee held a portion of each meeting in closed session, with only the Compensation

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Committee members and, on certain occasions, William Campbell, the Chairman of the Board, present. For more information on the responsibilities and activities of the Compensation Committee, including the committee’s processes for determining executive compensation, see the “Compensation and Organizational Development Committee Report” on page 24 and “Compensation Discussion and Analysis” beginning on page 25, including in particular, the discussion of the “Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations” beginning on page 40.
The Compensation Committee is also responsible for reviewing the compensation for non-employee directors on an annual basis and making recommendations to the Board, in the event the Committee determines changes are needed.
Nominating and Governance Committee
The Nominating and Governance Committee reviews and makes recommendations to the Board regarding Board composition and appropriate governance standards. Our Board has determined that each member of the Nominating and Governance Committee is independent, as defined under applicable NASDAQ listing standards. The Nominating and Governance Committee held four meetings in fiscal 2013.
The Nominating and Governance Committee has adopted a process to identify and evaluate candidates for director, whether recommended by management, Board members, or stockholders (if made in accordance with the procedures set forth under “Stockholder Recommendations of Director Candidates” on page 21). The Committee's policy is to evaluate candidates properly recommended by stockholders in the same manner as candidates recommended by others.
Qualifications of Directors
The Nominating and Governance Committee believes that all nominees for Board membership should possess the highest ethics, integrity and values and be committed to representing the long-term interests of Intuit’s stockholders. In addition, nominees should have broad, high-level experience in business, government, education, technology or public interest. They should also have sufficient time to carry out their duties as directors of Intuit and have an inquisitive and objective perspective, practical wisdom and mature judgment. The Committee will also consider additional factors – such as independence, diversity, expertise and specific skills, and other qualities that may contribute to the Board’s overall effectiveness – when evaluating candidates for director. Intuit may also engage third-party search firms to provide assistance in identifying and evaluating Board candidates.
Consideration of director candidates typically involves a series of discussions and a review of available information concerning the candidate, the existing composition of the Board and other factors the Committee deems relevant. In conducting its review and evaluation, the Committee may solicit the views of management, other Board members and other individuals it believes may have insight into a candidate.
In considering diversity in the selection of nominees, the Nominating and Governance Committee looks for individuals with varied professional experience, background, knowledge, skills and viewpoints in order to achieve and maintain a group of directors that, as a whole, provides effective oversight of the management of the Company. Although our nomination policy does not prescribe specific standards for diversity, the Board and the Nominating and Governance Committee do look for nominees with a diverse set of skills that will complement the existing skills and experience of our directors and provide an overall balance of diversity of perspectives, backgrounds and experiences. The Nominating and Governance Committee assesses its effectiveness in this regard as part of its annual evaluation process. Our Board is currently composed of a group of leaders with broad and diverse experience in many fields, including: management of large global enterprises; technology and innovation leadership; consumer products and services; healthcare; financial services; social networking; legal and compliance; executive compensation; and corporate governance. Our Board members have acquired these diverse skills through their accomplished careers and their service as directors of a wide range of other public and private companies.
Compensation Committee Interlocks and Insider Participation
None of Messrs. Kangas, Brody or Weiner, each of whom served on the Compensation Committee during fiscal 2013, has at any time been one of our executive officers or employees. No executive officer of Intuit during fiscal 2013 served, or currently serves, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on Intuit’s Board or Intuit’s Compensation Committee.

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DIRECTOR COMPENSATION
Overview

Our director compensation programs are designed to provide an appropriate incentive to attract and retain qualified non-employee board members. The Compensation Committee is responsible for reviewing the equity and cash compensation for directors on an annual basis and making recommendations to the Board, in the event the Compensation Committee determines changes are needed. The following table summarizes the fiscal 2013 compensation earned by each member of the Board other than Mr. Smith, whose compensation is described under “Executive Compensation” beginning on page 43.
Director Summary Compensation Table

Director Name
 
Fees Earned or Paid in Cash ($)
 
Stock Awards ($)(1)
 
All Other Compensation ($)
 
Total ($)
Christopher W. Brody
 
102,500

 
 
260,005

 
 

 
 
362,505

William V. Campbell
 
240,000

(2)
 
260,005

 
 

 
 
500,005

Scott D. Cook
 

 
 

 
 
801,714

(3)
 
801,714

Diane B. Greene
 
85,000

 
 
260,005

 
 

 
 
345,005

Edward A. Kangas
 
117,500

 
 
260,005

 
 

 
 
377,505

Suzanne Nora Johnson
 
107,500

 
 
260,005

 
 

 
 
367,505

Dennis D. Powell
 
122,500

 
 
260,005

 
 

 
 
382,505

Jeff Weiner
 
75,000

(4)
 
260,005

 
 

 
 
335,005

_______________________________________
(1)
These amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) granted during fiscal 2013, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” (“FASB ASC Topic 718”), assuming no forfeitures. Please see the “Equity Grants to Directors During Fiscal Year 2013” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2013 (Exercisable and Unexercisable)” tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year.
(2)
This amount represents a stipend paid to Mr. Campbell for his role as a member and Non-Executive Chairman of the Board, in accordance with the compensation program adopted by the Board which became effective in January 2012.
(3)
Mr. Cook is an employee of Intuit; thus, he is not compensated as a director. Mr. Cook’s compensation represents an annual salary of $525,000; an incentive bonus of $273,000 awarded for service in fiscal 2013; and premiums for Intuit’s Executive Long-Term Disability Plan of $3,714. Mr. Cook did not receive any equity awards from Intuit during fiscal 2013.
(4)
Upon joining the Intuit Board in April 2012, Mr. Weiner elected to receive fees due him for the first three quarters of his service on the Board in RSUs, in accordance with Intuit's Director Compensation Program. The amount in the table includes the fair value of 324 shares that were granted to Mr. Weiner on April 27, 2012 and vested on October 17, 2012.


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Equity Grants to Directors During Fiscal Year 2013
The following table shows each RSU grant made to each of our directors, other than Mr. Smith, during fiscal 2013, including the grant date, number of shares, and grant date fair value.
 
 
Stock Awards
Director Name
 
Grant Date
 
Shares Subject to Award (#)
 
Grant Date Fair Value
($)(1)
Christopher W. Brody
 
1/18/2013
 
4,083

(2)
260,005

William V. Campbell
 
1/18/2013
 
4,083

(3)
260,005

Scott D. Cook
 
 
 

 

Diane B. Greene
 
1/18/2013
 
4,083

(2)
260,005

Edward A. Kangas
 
1/18/2013
 
4,083

(2)
260,005

Suzanne Nora Johnson
 
1/18/2013
 
4,083

(2)
260,005

Dennis D. Powell
 
1/18/2013
 
4,083

(2)
260,005

Jeff Weiner
 
1/18/2013
 
4,083

(2)
260,005


_______________________________________

(1)
These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. The grant date fair value of these awards is equal to the closing market price of Intuit's common stock on the date of grant. See Intuit's Annual Report on Form 10-K for the fiscal year ended July 31, 2013 for more information on the valuation of RSUs.
(2)
Annual Non-Employee Board Member grant which, subject to the director's continued service, vests as to 100% of the shares on January 1, 2014.
(3)
Annual Chairman of the Board grant which, subject to the director's continued service, vests as to 100% of the shares on January 1, 2014.

Outstanding Equity Awards for Directors at Fiscal Year-End 2013 (Exercisable and Unexercisable)
The following table provides information on the outstanding equity awards held by our directors, other than Mr. Smith, as of July 31, 2013.

 
 
Aggregate Shares
Subject to Outstanding
Director Name
 
Stock
Awards (#)
 
Option
Awards (#)
Christopher W. Brody
 
11,444

(1)
200,000

William V. Campbell
 
8,637

(2)

Scott D. Cook
 

 

Diane B. Greene
 
11,073

(3)
90,000

Edward A. Kangas
 
12,978

(4)
132,500

Suzanne Nora Johnson
 
8,637

(5)
150,000

Dennis D. Powell
 
8,637

(6)
80,000

Jeff Weiner
 
10,017

(7)

_______________________________________

(1) Includes 2,807 vested RSUs for which Mr. Brody has elected to defer settlement and 4,554 vested RSUs on which settlement is deferred in accordance with Intuit's Director Equity Compensation Plan.
(2) Includes 4,554 vested RSUs on which settlement is deferred in accordance with Intuit's Director Equity Compensation Plan.

19


(3) Includes 2,436 vested RSUs for which Ms. Greene has elected to defer settlement and 4,554 vested RSUs on which settlement is deferred in accordance with Intuit's Director Equity Compensation Plan.
(4) Includes 4,341 vested RSUs for which Mr. Kangas has elected to defer settlement and 4,554 vested RSUs on which settlement is deferred in accordance with Intuit's Director Equity Compensation Plan.
(5) Includes 4,554 vested RSUs on which settlement is deferred in accordance with Intuit's Director Equity Compensation Plan.
(6) Includes 4,554 vested RSUs on which settlement is deferred in accordance with Intuit's Director Equity Compensation Plan.
(7) Includes 5,287 vested RSUs for which Mr. Weiner has elected to defer settlement.

Annual Retainer and Equity Compensation Program for Non-Employee Directors
The Compensation Committee periodically reviews best practices and considers how the Company's compensation program for non-employee directors compares to the programs of its compensation peers. In conducting this review, the Compensation Committee relies upon information provided to it by FW Cook. The current compensation program approved by our Board for our non-employee directors and the Chairman of the Board has been in effect since January 2012. Non-employee directors are paid annual cash retainers for Board membership, plus additional cash retainers for their committee service in the amounts indicated in the following table:
Position
 
Annual Amount ($)
Non-Employee Board Member
 
60,000

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

Acquisition Committee, Compensation and Organizational Development Committee, and Nominating and Governance Committee Chairs*
 
17,500


* Committee chair retainers are in addition to committee membership retainers.

These annual retainers are paid in quarterly installments and are pro-rated for any changes to a committee that occurs during any quarter. Directors may elect to defer cash retainers into additional tax-deferred Intuit stock units by making an irrevocable written election prior to the start of each calendar year. Such tax-deferred stock units, known as Conversion Grants, vest in four installments, commencing on the grant date (which is the first business day following the Company's annual meeting of stockholders) and quarterly thereafter, and will be distributable at the earlier of (i) five years from the date of grant, (ii) separation from the Board, or (iii) a change in control of the ownership of Intuit. We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

The Company pays the Chairman of the Board an annual cash stipend of $240,000 in lieu of participation in the non-employee director cash compensation program (described above).

Director Equity Compensation Program

Grants are made to non-employee directors and the Chairman of the Board in the form of a fixed dollar value of RSUs in the following amounts:
Board Position
 
Fixed Amount of Award ($)
Non-Employee Board Member and Chairman (annual grant)
 
260,000

New Board Member (additional grant upon joining Board)
 
75,000


Because the formula is based on a fixed dollar amount, the number of RSUs awarded annually to non-employee directors and the Chairman of the Board may vary, depending on the closing market price of Intuit's common stock on the date of grant. The annual grants will be awarded on the day following each Annual Meeting of Stockholders. For a new Board Member, the annual grant will be prorated based on the number of full months of expected service until the next Annual Meeting of Stockholders. Subject to the director's continued service, vesting of the annual RSU grants will occur on the first day of the

20


twelfth month following the date of grant. For example, for grants made in January 2013, the vesting date would occur on January 1, 2014. A new Board Member's additional grant will vest in two equal installments over two years. Once RSUs vest, settlement of the awards must be deferred until the earlier of (i) five years from the date of grant, (ii) separation from the Board, or (iii) a change in control of Intuit. Directors may defer settlement of their RSUs for a longer period of time at their option.
Board Members receive dividend equivalent rights in conjunction with RSU awards granted in July 2012 and thereafter. RSUs accrue dividends, which will be paid when the shares are issued.

Director Stock Ownership Requirement
    
Each director is required to hold shares of Intuit common stock with an aggregate value of five times the amount of the annual Board member retainer, which value will be measured as of July 31st of each year. Unvested time-based RSUs and deferred RSUs held by a Board member are counted as shares when determining the number of shares owned. Directors must comply with the new guidelines within five years after the date the director joins the Board, or July 2016, whichever is later. If any director does not meet the stock ownership requirement within the designated time frame, 50% of his or her annual cash retainers will be made in the form of Intuit stock until compliance is achieved. As of October 31, 2013, each of the current directors is in compliance with this stock ownership requirement.


STOCKHOLDER MATTERS
Stockholder Communications with the Board
The Nominating and Governance Committee is responsible for receiving stockholder communications on behalf of the Board. Any stockholder may send communications by mail to the Board or individual directors c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/contact-the-board/default.aspx. The Board has instructed the Corporate Secretary to review this correspondence and determine, in his or her discretion, whether matters submitted are appropriate for Board consideration. The Corporate Secretary may also forward certain communications elsewhere in the Company for review and possible response. In particular, communications such as product or commercial inquiries or complaints, job inquiries, surveys and business solicitations or advertisements or patently offensive or otherwise inappropriate material will not be forwarded to the Board.
Stockholder Recommendations of Director Candidates
As discussed above, our Nominating and Governance Committee will consider director candidates recommended by a stockholder. A stockholder seeking to recommend a candidate for the committee’s consideration should submit the candidate’s name and qualifications to: Nominating and Governance Committee, c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at http://investors.intuit.com/corporate-governance/conduct-and-guidelines/contact-the-board/default.aspx. You may find a copy of a document entitled “Process of Identifying and Evaluating Nominees for Director” on our website http://investors.intuit.com/corporate-governance/conduct-and-guidelines/default.aspx.
Stockholder Proposals and Nominations for the 2015 Annual Meeting of Stockholders
Any stockholder who intends to present a proposal for inclusion in Intuit’s 2015 proxy statement and form of proxy must submit the proposal, in writing, so that the Corporate Secretary receives it at our principal executive offices by July 30, 2014. Any stockholder who wishes to bring a proposal or nominate a person for election to the Board at the 2015 Annual Meeting of Stockholders that is not intended for inclusion in the Intuit’s 2015 proxy statement must provide written notice of the proposal or nomination to Intuit’s Corporate Secretary, at our principal executive offices, between the close of business on October 10, 2014 and November 9, 2014. In addition, our stockholders must comply with the procedural requirements in our bylaws, which stockholders can obtain from us upon request. Our bylaws are also on file with the SEC.

21


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership Table
The following table shows shares of Intuit’s common stock that we believe are owned as of October 31, 2013 by:
Each Named Executive Officer (defined on page 25),
Each director and nominee,
All current directors, nominees and executive officers as a group, and
Each stockholder beneficially owning more than 5% of our common stock.
Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown, subject to community property laws that may apply to create shared voting and investment power. Unless indicated in the notes, the address of each beneficial owner is c/o Intuit Inc., P.O. Box 7850, Mountain View, California 94039-7850.
We calculated the “Percent of Class” based on 284,697,010 shares of common stock outstanding on October 31, 2013. In accordance with SEC regulations, we also include (1) shares subject to options that are currently exercisable or will become exercisable within 60 days of October 31, 2013, and (2) shares issuable upon settlement of RSUs that are vested but unreleased, or will become vested within 60 days of October 31, 2013. Those shares are deemed to be outstanding and beneficially owned by the person holding such option or RSU for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
Name of Beneficial Owner
 
Amount and Nature of Beneficial Ownership (#)
 
Percent of Class (%)
Directors and Executive Officers:
 
 

 
 

Scott D. Cook(1)
 
13,201,868

 
4.64
%
Brad D. Smith(2)
 
925,606

 
*

R. Neil Williams(3)
 
83,794

 
*

Kiran M. Patel
 
61,149

 
*

Laura A. Fennell(4)
 
51,384

 
*

Daniel R. Maurer(5)
 
218,820

 
*

Christopher W. Brody(6)
 
397,642

 
*

William V. Campbell(7)
 
88,559

 
*

Diane B. Greene(8)
 
109,447

 
*

Edward A. Kangas(9)
 
111,395

 
*

Suzanne Nora Johnson(10)
 
170,291

 
*

Dennis D. Powell(11)
 
101,240

 
*

Jeff Weiner(12)
 
4,382

 
*

All current directors and executive officers as a group (15 people)(13)
 
15,679,118

 
5.47
%
Other 5% Stockholders:
 
 

 
 

BlackRock, Inc.(14)
 
16,418,092

 
5.77
%

_______________________________________
 
Indicates ownership of 1% or less.
(1)
Represents 13,201,868 shares held by trusts, of which Mr. Cook is a trustee.
(2)
Includes 700,966 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Smith and 84,918 shares held by a family trust, of which Mr. Smith is a trustee.
(3)
Includes 77,728 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.

22


(4)
Includes 42,535 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Fennell.
(5)
Includes 201,812 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Maurer.
(6)
Includes 154,861 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Brody.
(7)
Includes 4,554 shares issuable upon settlement of vested restricted stock units held by Mr. Campbell.
(8)
Includes 96,990 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Greene.
(9)
Represents 111,395 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Kangas.
(10)
Includes 154,554 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Nora Johnson.
(11)
Includes 84,554 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Powell.
(12)
Represents 4,382 shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.
(13)
Includes 1,782,582 shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the 13 individuals in the table, plus an additional 5,290 outstanding shares and 148,251 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by other executive officers.
(14)
Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G/A filed with the SEC by BlackRock, reporting ownership as of December 31, 2012. BlackRock reported sole voting power and sole dispositive power as to 16,418,092 shares. The address of BlackRock is 40 East 52nd Street, New York, New York 10022.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Intuit’s directors and executive officers, and greater-than-10% stockholders to file forms with the SEC to report their ownership of Intuit shares and any changes in ownership. Anyone required to file forms with the SEC must also send copies of the forms to Intuit. We have reviewed all forms provided to us. Based on that review and on written information given to us by our executive officers and directors, we believe that all Section 16(a) filing requirements were met during fiscal 2013.

23



COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE REPORT
Set out below is the Compensation Discussion and Analysis, which is a discussion of Intuit’s executive compensation programs and policies written from the perspective of how we and management view and use such policies and programs. We strive to see that Intuit’s compensation programs are fiscally responsible, market responsive and performance based. Guided by these principles, we regularly review and monitor senior management’s compensation, as well as their potential for larger leadership roles, to produce the greatest value for Intuit’s three stakeholders — employees, customers and stockholders. To this end, the Compensation and Organizational Development Committee has reviewed the components of compensation paid to each of Intuit’s officers for fiscal 2013, including annual base salary, target incentive bonus and equity compensation.
Given our role in providing guidance on program design, administering those programs and policies, and in making specific compensation decisions for senior executives, the Compensation and Organizational Development Committee participated in the preparation of the “Compensation Discussion and Analysis" and reviewed and discussed the “Compensation Discussion and Analysis” with management. Based on the review and discussions, we recommended to the Board that the "Compensation Discussion and Analysis” be included in this proxy statement.
COMPENSATION AND ORGANIZATIONAL
DEVELOPMENT COMMITTEE MEMBERS
Edward A. Kangas (Chair)
Christopher W. Brody
Jeff Weiner


24


COMPENSATION DISCUSSION AND ANALYSIS
The Compensation and Organizational Development Committee (the “Compensation Committee”) oversees Intuit’s compensation plans and policies, approves compensation of our executive officers and administers our stock compensation plans. This Compensation Discussion and Analysis (“CD&A”) contains a discussion and analysis of compensation approved by the Compensation Committee and paid for fiscal 2013 to the executive officers named below (the “Named Executive Officers”) and included in the “Summary Compensation Table” on page 43:
Brad D. Smith, President and Chief Executive Officer
R. Neil Williams, Senior Vice President and Chief Financial Officer
Kiran M. Patel, Executive Vice President and General Manager, Small Business Group
Laura A. Fennell, Senior Vice President, General Counsel and Corporate Secretary
Daniel R. Maurer, Senior Vice President and General Manager, Consumer Group
Executive Summary
Intuit is strongly committed to pay for performance. To that end, our executive compensation programs are designed to reward both short- and long-term profitable growth. Our short-term performance-based compensation is in the form of annual cash bonuses, which are based upon achievement of annual corporate operating goals and individual performance. Our long-term compensation program is primarily in the form of performance-based RSUs whose vesting is tied to the achievement of three-year corporate operating performance goals and three-year relative total shareholder return ("TSR") compared with a peer group of similar companies. Intuit sets aggressive targets for these corporate performance goals that require sustained year-over-year revenue and income growth.
Intuit delivered relatively strong financial results for fiscal 2013, achieving revenue growth of 10%, non-GAAP operating income growth of 8% and non-GAAP earnings per share ("EPS") growth of 11% and a TSR of 11%.  However, certain business units, including the Consumer Tax Group fell short of expectations. As a result of not meeting the Company's aggressive growth targets, and consistent with the Company's pay for performance philosophy, cash compensation for all but one of the Named Executive Officers decreased from fiscal 2012 to fiscal 2013 and only one Named Executive Officer received a salary increase in fiscal 2013.  In addition, the performance-based RSUs that were granted in fiscal 2010 and vested in fiscal 2013 for the Named Executive Officers based on results from fiscal 2011 through fiscal 2013 were earned at substantially below the target amounts during a time period when Intuit continued to achieve revenue growth and operating income growth and a three-year TSR with a compound annual growth rate of 18%, which reflects the aggressive performance goals set by the Company. For the performance-based RSUs granted in fiscal 2013, Intuit maintained this practice of setting aggressive performance targets, while also increasing the grant date fair value of the equity awards from fiscal 2012 to fiscal 2013. The Company believes that its experienced leadership team is poised to deliver sustained long-term growth and that increasing the grant date fair value of the equity awards helps to ensure long-term retention and to incentivize these leaders to focus on achieving the Company's aggressive growth targets.    
Key highlights from fiscal 2013 include the following:
Revenue for our Small Business Group increased 16% for the year, and within the Small Business Group, revenue for Financial Management Solutions grew 20% in fiscal 2013;
Intuit's shift to connected services continued to gain traction with connected services representing 64% of Intuit's revenue in fiscal 2013, up from 61% in the last year;
Our Consumer Tax business, which includes our TurboTax online and desktop offerings, continued to expand margins while delivering 4% revenue growth for fiscal 2013;
Intuit continued its disciplined financial strategy, focusing on cash management and maintaining a strong balance sheet; and
Our employee engagement scores remained at best-in-class levels, the Company remained in the top 25 in Fortune's “Top 100 Places to Work” survey, and the Company improved customer satisfaction scores in most of its businesses.


25


Compensation Practices
Intuit employs a number of practices that reflect our pay-for-performance compensation philosophy and are intended to work together to provide total compensation that is reasonable, competitive and related to both Intuit's performance and the individual performance of employees, including executive officers:
The majority of our senior executive officer compensation is in the form of performance-based incentives, and 70% of equity incentive value is granted in the form of performance-based RSUs, which use a variety of measures, including performance versus three-year operating goals that reflect our strategic plan and relative TSR compared to a peer group;
We do not provide special retirement benefits designed solely for executive officers;
We do not provide any excise tax “gross-up” payments in the event that a severance payment is considered an excess parachute payment under U.S. tax laws;
We do not provide perquisites or other executive benefits based solely on rank;
We prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;
We have “clawback” provisions for performance-based equity awards; and
We have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his base salary.
2013 “Say on Pay” Advisory Vote on Executive Compensation
Intuit has provided stockholders with an advisory vote on executive compensation in each of the last three years. At our 2013 Annual Meeting of Stockholders, approximately 92% of the votes cast in the “say on pay” advisory vote were “FOR” approval of our executive compensation. The Compensation Committee evaluated the results of the 2013 advisory vote together with the other factors and data discussed in the CD&A in determining executive compensation policies and decisions. The Committee did not make any material changes to our fiscal 2013 executive compensation policies and decisions as a result of the 2013 advisory vote. We value the opinions of our stockholders and will continue to consider the outcome of future say on pay votes when designing our compensation programs and policies and making compensation decisions for our Named Executive Officers. We will continue to hold our say on pay votes on an annual basis until the next vote on the frequency of advisory votes, unless the Board of Directors modifies its policy prior to that time. We expect to hold the next vote on the frequency of advisory votes on executive compensation at our 2018 annual meeting.
Compensation Philosophy and Objectives
In setting policies and practices regarding compensation, the guiding philosophy of the Compensation Committee is to establish a compensation program that is designed to:
compensate our executives based on both overall Company performance and individual employee performance;
help achieve our corporate growth strategy;
acquire, retain and motivate talented executives with proven experience; and
have a greater portion of Named Executive Officer pay tied to short- and long-term incentive programs than most other Intuit employees, because they lead our key business units or functions and thus have the ability to directly influence overall company performance.
The Compensation Committee believes that a mix of both cash and equity incentives is appropriate, as annual cash incentives reward executives for near term results, while equity incentives motivate executives to increase stockholder value over the longer term and execute on our long-term strategic plan. In determining the amount of the cash and equity incentives, the Compensation Committee considers each officer’s total compensation on both a short- and long-term basis to assess the retention and incentive value of his or her overall compensation.
We manage equity compensation to provide competitive rewards that are commensurate with results delivered, while limiting dilution to stockholders.

26


The Compensation Committee conducts its annual review process near the end of each fiscal year to determine each executive’s cash bonus, equity awards, including options and RSUs, and any adjustments to base salary. The purpose of this timing is to allow officer compensation awards to align with the Company's financial results for the fiscal year.
Specific Elements of Compensation
Compensation for all Named Executive Officers is a mix of the principal components summarized in the following table and described in greater detail below.

Component of Compensation
 
Primary Purpose
 
 
 
Base Salary
 
Provide the security of a competitive fixed cash payment for services rendered
Annual Bonus
 
Reward achievement of annual company financial performance and individual strategic and operational objectives
Stock Options
(time-based vesting)
 
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
Restricted Stock Units
(time-based vesting)
 
Retain executives and provide alignment with shareholders' interests during the vesting term
Restricted Stock Units
(3-year performance goals)
 
Retain executives and reward achievement of 3-year revenue and operating income growth goals that align with the Company's strategic plan
Restricted Stock Units
(3-year relative Total Shareholder Return)
 
Retain executives and reward them for performance of Intuit’s 3-year stockholder return relative to similar alternative investments
Base Salary
Intuit provides base salaries to all of its employees, including the Named Executive Officers, to provide them the security of a fixed cash payment for services rendered. In July 2013, the Compensation Committee reviewed the base salaries of our Named Executive Officers in the context of the compensation information provided by FW Cook, the Compensation Committee’s independent compensation consultant, to determine whether the base salaries of any of our Named Executive Officers should be increased to remain competitive with our compensation peer group and to ensure those salaries reflect each executive's roles, responsibilities, experience and performance as further described under “Use of Competitive Data” on page 38. The Compensation Committee decided to maintain all of the Named Executive Officers' base salaries at the fiscal 2013 level for fiscal 2014, with the exception of Ms. Fennell, whose base salary for fiscal 2014 was increased by 7.5% to $575,000 based on her outstanding performance in fiscal 2013 as well as an evaluation of the scope and responsibilities of her role and a comparison of external market data.
Annual Cash Bonuses
Intuit uses cash bonuses to reward achievement of annual Company financial performance and individual strategic and operational objectives, which are expected to increase stockholder value. All employees, including each of Intuit’s Named Executive Officers have an annual bonus target that is a stated percentage of base salary, which is determined by the individual's role within Intuit. The bonus targets for the Named Executive Officers were set by the Compensation Committee based on scope and significance of each executive’s leadership role at Intuit. The target amounts are used as a guideline for the determination of cash bonuses, but actual bonus payments varied based on Company and individual performance, as discussed below.
A company-wide bonus pool is funded by Intuit's operating income and paid out through a variety of incentive plans to all employees. Cash bonuses for our Named Executive Officers were paid out under the Senior Executive Incentive Plan (“SEIP”), a stockholder-approved plan designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code ("Section 162(m)"). Each year, the Compensation Committee sets a Company performance target which must be achieved in order for employees to receive a cash bonus under the SEIP. At the close of fiscal 2013, the Compensation Committee certified that Intuit had exceeded the operating income threshold of $600 million and thus each participant in the SEIP was eligible to receive a cash bonus under that plan. Achievement of the $600 million SEIP hurdle makes a Named Executive Officer eligible to earn an award, but does not entitle him or her to an SEIP award.

27


Actual payout amounts under the Company's bonus plans, including the SEIP, are based on Company and individual performance as described in more detail below. Each employee's bonus is divided into two components:
25% of each employee's bonus is based on overall Company performance against specific revenue and operating income targets; and
75% of each employee's bonus is based on individual performance, in the context of each employee's business unit or functional group results.
The Compensation Committee used these percentages for all Intuit employees, including all the Named Executive Officers, in order to tie annual cash bonus awards to both the overall Company performance and to the executive’s individual contribution to the strategic and operational performance of their business unit or functional group.
Company Performance Component
The Company component of the cash bonus is based on both Intuit’s revenue growth and non-GAAP operating income growth for fiscal 2013. Both measures are weighted equally because the Company believes that annual profitable growth sustained over time translates into durable value creation for shareholders, and that neither revenue growth nor operating income growth is more important than the other measure.
To determine the component of each Named Executive Officer's bonus based on overall Company performance, the Compensation Committee adopted the schedule set forth below, which creates a baseline for the Company Performance Component bonus payments for the Company-wide bonus pools based on Intuit's achievement of revenue growth and non-GAAP operating income growth targets for fiscal 2013. All employees, including but not limited to the Named Executive Officers, participate from this Company-wide pool. The Compensation Committee has discretion to adjust the baseline actual Company Performance Component of the bonus up or down by 25 percent for the Company-wide bonus pool, which includes the SEIP. In exercising its discretion, the Compensation Committee takes into account qualitative factors that measure management's success in building a stronger foundation for the future by improving outcomes for shareholders, employees and customers as well as macro-economic conditions and the Company's performance relative to its peers.
The following table reflects the matrix approved by the Committee for purposes of calculating the baseline Company Performance Component bonus payment, as well as the actual results presented to the Committee in July 2013, prior to any exercise of discretion by the Committee to adjust the actual funding of the Company Performance Component.

Measure
 
Revenue Growth
 
Non-GAAP Operating Income Growth
 
Total
 
 
 
 
 
 
 
 
 
 
 
Weighting
 
50%
+
50%
=
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Baseline
 
 
 
 
 
 
 
 
 
 
Company
 
 
 
 
Bonus
 
FY13
 
Bonus
 
Performance
 
 
FY13
 
Payout
 
Operating
 
Payout
 
Component
 
 
Revenue
 
as a Percent
 
Income
 
as a Percent
 
as a Percent
 
 
Growth
 
of Target*
 
Growth
 
of Target*
 
of Target(1)
Maximum
 
16.4%
 
150%
 
19.2%
 
150%
 
150%
 
 
15.3%
 
133%
 
17.9%
 
133%
 
133%
 
 
14.2%
 
117%
 
16.6%
 
117%
 
117%
Target
 
13.1%
 
100%
 
15.3%
 
100%
 
100%
 
 
12.1%
 
95%
 
14.2%
 
95%
 
95%
 
 
11.1%
 
90%
 
13.0%
 
90%
 
90%
 
 
 
 
 
 
8.7%
 
60%
 
63%
Actual
 
9.5%
 
77.1%
 
7.5%
 
52.1%
 
64.6%
 
 
7.4%
 
60%
 
 
 
 
 
 
 
 
3.7%
 
30%
 
4.3%
 
30%
 
32%
Threshold
 
—%
 
—%
 
—%
 
—%
 
—%


28


______________________________________
* Linear interpolation between defined points.
(1) This represents a baseline for the Company Performance Component of the annual cash bonus. The Compensation Committee has discretion to adjust the actual Company Performance Component up or down by 25 percent. As discussed below, the Committee used its discretion to fund the Company Performance Component at 80% of target.
Based on revenue growth of 9.5% and operating income growth of 7.5% in fiscal 2013, the baseline Company Performance Component was calculated to be 64% of target for the Company-wide bonus pool. The Committee consulted with the Chief Executive Officer and the Chairman of the Board and exercised its discretion to set the actual Company Performance Component for the Company-wide bonus pool, including the SEIP, at 80%. In exercising its discretion, the Compensation Committee determined that Intuit had a solid year and the Company had set the foundation for continued performance over multiple future years, by achieving the following outcomes for shareholders, employees and customers:
Employee engagement scores remained at best-in-class levels, as measured by an independent third party;
Maintained high ranking on Fortune magazine's “Great Place to Work” survey;
Ranked #3 on Fortune magazine's “Most Admired Software Company” survey;
Held or gained share in most major product lines;
Significantly increased the number of active mobile users and applications;
Achieved strong growth in certain areas, notably in the Small Business Group, despite certain business units not meeting expectations; and
Continued to grow stock price.
Individual Performance Component
In addition to setting the Company Performance Component, the Compensation Committee established a separate range for the component of each Named Executive Officer’s cash bonus based on individual performance.
For fiscal 2013, Mr. Smith recommended that the individual performance component for the other Named Executive Officers should take into account the Company's mixed financial results for fiscal 2013 and should, in general, be paid out at the same level as the Company performance component. Based on this recommendation, the Compensation Committee determined that the Named Executive Officers (with the exception of Mr. Patel) would receive lower bonus payouts for their individual performance component than they would have if the individual performance component had been based solely on the Named Executive Officers' individual performance rating of outstanding or strong. As a result, the actual payouts of this component to the Named Executive Officers, other than Mr. Patel, were 80% of their individual target bonus opportunity. The Compensation Committee determined, based on Mr. Smith's recommendation, that Mr. Patel should receive a payout of 213% of his individual performance component target based on his outstanding performance and the strong results of the Small Business Group, which Mr. Patel led during fiscal 2013.
The following table summarizes the inputs that were used in calculating the fiscal year 2013 cash bonus paid to each of our Named Executive Officers. Actual bonus percentages and amounts were rounded immaterially in certain cases.


29


Executive
 
Base Salary
 
Bonus Target (%)
 
Bonus Target
 
Performance Components
 
Actual Payout Percentages for Each Component
 
Actual Cash Bonus Payment
Brad D. Smith
 
$
1,000,000

 
140
%
 
$
1,400,000

 
Company (25%)
 
80
%
 
$
280,000

 
 
 

 
 

 
 

 
Individual (75%)
 
80
%
 
840,000

Total
 
 

 
 

 
 

 
Combined (100%)
 
80
%
 
$
1,120,000

 
 
 
 
 
 
 
 
 
 
 
 
 
R. Neil Williams
 
$
700,000

 
75
%
 
$
525,000

 
Company (25%)
 
80
%
 
$
105,000

 
 
 

 
 

 
 

 
Individual (75%)
 
80
%
 
315,000

Total
 
 

 
 

 
 

 
Combined (100%)
 
80
%
 
$
420,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Kiran M. Patel
 
$
800,000

 
100
%
 
$
800,000

 
Company (25%)
 
80
%
 
$
160,000

 
 
 

 
 

 
 

 
Individual (75%)
 
213
%
 
1,280,000

Total
 
 

 
 

 
 

 
Combined (100%)
 
180
%
 
$
1,440,000

 
 
 
 
 
 
 
 
 
 
 
 
 
Laura A. Fennell
 
$
535,000

 
65
%
 
$
347,750

 
Company (25%)
 
80
%
 
$
69,550

 
 
 
 
 
 
 
 
Individual (75%)
 
80
%
 
208,650

  Total
 
 
 
 
 
 
 
Combined (100%)
 
80
%
 
$
278,200

 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel R. Maurer
 
$
620,000

 
75
%
 
$
465,000

 
Company (25%)
 
80
%
 
$
93,000

 
 
 

 
 

 
 

 
Individual (75%)
 
80
%
 
279,000

Total
 
 

 
 

 
 

 
Combined (100%)
 
80
%
 
$
372,000


Brad Smith’s Bonus.  In determining the component of Mr. Smith’s bonus related to his individual performance, the Compensation Committee considered his impact on one-year operational and longer-term strategic plans. In particular, the Compensation Committee determined that Mr. Smith had delivered outstanding performance on the following annual operating goals which were established by the Compensation Committee early in fiscal 2013:
Revenue growth
Non-GAAP operating income growth
Leadership results
Enhance the engineering culture by engaging and empowering product, design, and technology talent to develop and deliver great products and network effect platforms
Uphold the highest customer experience results, focusing on the end to end experience including customer care as measured by net promoter scores
Build durable advantage in Intuit's operating infrastructure including a multi-year IT and technology roadmap that increases effectiveness and efficiency
Cultivate an innovative culture where teams apply "lean start-up" principles to improve existing and/or build new products that are valued by customers
Develop a systemic process for identifying and capitalizing on inorganic opportunities to strengthen Intuit's talent, technology and revenue trajectory
Maintain rigorous talent management efforts (hiring, retention and development, with specific focus on attracting and retaining technical talent)
Maintain high employee satisfaction scores in a highly competitive labor market (as measured through independent annual survey and related actions)
Develop a collaborative work environment that empowers individuals at all levels to contribute and execute effectively
In assessing Mr. Smith’s performance against these one-year goals, the Compensation Committee noted the Company's mixed financial results for the year, including strong revenue growth from the Small Business group in a weak macro

30


environment. The Committee also took into account that under Mr. Smith's leadership, an engineering culture that empowered agile development and rapid experimentation in service to developing and delivering awesome products continued to gain traction within the Company, while at the same time initiatives that were implemented to retain key engineering talent resulted in improved engagement and retention. In addition, innovation and new mobile applications started to produce strong results in fiscal 2013.
The Compensation Committee also determined that Mr. Smith had delivered outstanding progress toward the following longer-term goals established by the Compensation Committee early in fiscal 2013:
Long-term strategic plan for Intuit that accelerates our growth track
Articulate a long-term vision (10 years) and strategic plan (3-5 years) for the Company
Demonstrate progress against 3-year plans for each major business unit
Execute on strategic plans for growth
Multi-year leadership strategy and progress
Management growth and succession plans; strong business leaders and pipeline; hiring and retention of key technical talent
Trend for employee engagement results (annual survey and related actions); addressing any specific issues which arise
Trend for customer experience results as measured by customer satisfaction scores
In assessing Mr. Smith’s performance and progress toward these long-term goals, the Compensation Committee determined that under Mr. Smith’s leadership, Intuit made significant progress toward its strategic initiatives, including building a strong foundation for long-term progress and leadership by reorganizing the company's business and functional groups to strengthen the business ecosystem and executive leadership team, refining the Company's strategic growth plans, while continuing to maintain best-in-class employee satisfaction scores and high customer satisfaction scores in several key businesses.
The Compensation Committee evaluated Mr. Smith’s performance based on his achievement of these short-term and long-term goals and, after consulting with the Board without Mr. Smith present, determined that his overall performance rating was outstanding. However, in recognition of the fact that the Company did not meet its aggressive fiscal 2013 growth goals, the Compensation Committee applied its judgment to determine that the component of Mr. Smith’s bonus related to individual performance would be paid at 80% of target, the same level as the Company performance component. In determining this component of Mr. Smith’s bonus, no individual factor was assigned any specific weight by the Compensation Committee. Rather, the Compensation Committee assessed these factors and their overall impact on the Company and exercised its judgment in setting his bonus. The resulting fiscal 2013 bonus was 32% lower than his fiscal 2012 bonus. The Committee also determined that Mr. Smith's fiscal 2014 target bonus should be maintained at 140% of salary.
The Compensation Committee also determined the individual performance component of cash bonuses for our other Named Executive Officers, based on each executive’s leadership and progress toward one-year operational and longer-term strategic plans. In evaluating executives and determining each of their overall performance ratings, the Compensation Committee considered: (1) the performance evaluation and pay recommendations made by the Chief Executive Officer, which took into account the performance of each executive’s business unit or functional group, the executive's leadership capability and retention and (2) the scope, degree of difficulty and criticality of the executive’s responsibilities. The Compensation Committee gives considerable weight to the evaluation provided by the Chief Executive Officer because of his direct knowledge of each other Named Executive Officer's performance and contribution. As with Mr. Smith's bonus, in determining the payouts of the individual performance component, no individual factor was assigned any specific weight by the Compensation Committee. Rather, the Compensation Committee assessed these factors and their overall impact on the Company and exercised its judgment in setting the bonuses.
Neil Williams’ Bonus.  Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Mr. Williams had outstanding performance for fiscal 2013, which included leading the Company's efforts in establishing relationships with key institutional investors and analysts and building momentum for Intuit's inorganic strategy. However, in recognition of the fact that the Company did not meet its aggressive fiscal 2013 growth goals, and on the recommendation of Mr. Smith, the Compensation Committee determined that the individual performance component of Mr. Williams’ bonus would be paid out at 80%, the same level as the Company performance component. The resulting fiscal 2013 bonus was 23% lower than his fiscal 2012 bonus. The Committee also determined that Mr. Williams' fiscal 2014 target bonus should be maintained at 75% of salary.

31


Kiran Patel’s Bonus.  Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Mr. Patel had outstanding performance in his role in leading and driving growth in Intuit’s largest business unit during the year. Mr. Patel’s leadership of the Small Business Group enabled that business to deliver 16% revenue growth year-over-year, accelerate unit growth and increase revenue per customer. Mr. Patel also led the successful integration of Demandforce, which contributed to the strong growth of the Small Business Group. In addition, Mr. Patel drove the alignment of the customer experience across multiple product lines, while continuing to improve customer satisfaction scores. Based on this assessment, the Compensation Committee determined that the individual performance component of Mr. Patel’s bonus would be paid out at approximately 213% of target. The resulting fiscal 2013 bonus was 79% higher than his fiscal 2012 bonus. Mr. Patel will not receive any fiscal 2014 bonus payout as a result of his retirement in September 2013.
Laura Fennell's Bonus. Based on the recommendation provided by the Chief Executive Officer, the Compensation Committee determined that Ms. Fennell had outstanding performance in her role leading the Legal, Compliance, Data Services and Policy organization, which includes the Company's legal, privacy, information security, data services and government affairs organizations. Ms. Fennell demonstrated execution excellence in managing Intuit's legal affairs and strong leadership in the change management process for the data services and information security teams. However, in recognition of the fact that the Company did not meet its aggressive fiscal 2013 growth goals, and on the recommendation of Mr. Smith, the Compensation Committee determined that the individual performance component of Ms. Fennell's bonus would be paid out at 80%, the same level as the Company performance component. The resulting fiscal 2013 bonus was 20% lower than her fiscal 2012 bonus. The Committee also determined that Ms. Fennell's fiscal 2014 target bonus should be maintained at 65% of salary.
Daniel Maurer’s Bonus.  Mr. Maurer, the head of Intuit's Consumer Tax business, led that business through a challenging tax season, where the Company held online share and retail share, but did not meet the Company's expectations for revenue growth or operating income growth. Mr. Maurer demonstrated his ability to lead rapid experimentation efforts to offset a volatile macro-environment. However, in recognition of the fact that the Company did not meet its aggressive fiscal 2013 growth goals, and on the recommendation of Mr. Smith, the Compensation Committee determined that the individual performance component of Mr. Maurer’s bonus would be paid out at 80%, the same level as the Company performance component. The resulting fiscal 2013 bonus was 12% lower than his fiscal 2012 bonus. The Committee also determined that Mr. Maurer's fiscal 2014 target bonus should be decreased from 75% to 65% of salary for better alignment with the external market and internal peers.
Equity Incentives
Performance-based equity awards comprise the majority of the equity granted to our Named Executive Officers when measured by grant date fair value. To a lesser degree, Intuit also grants time-based stock options and time-based RSUs. Time-based RSUs provide a long-term incentive for officers to remain with Intuit as they receive no value unless they remain with the Company, but because they do not have an exercise price, RSUs can provide some amount of value to recipients regardless of Intuit’s stock price. Options require price improvement to be valuable and align holders with the specific goal of increasing shareholder value after grant. As part of its review of executive compensation programs with FW Cook, its independent compensation consultant, the Compensation Committee reviewed the proportion of the executives' equity which is vested to that which is unvested.
Stock Option and RSU Grants for Fiscal 2013
In fiscal 2013, as in fiscal 2012, the Compensation Committee determined that the majority of the equity award value granted to each Named Executive Officer would be in the form of performance-based equity awards. The Company retained the weighting of performance-contingent awards for Named Executive Officers at 70% of their total long-term incentive to ensure that the majority of equity award value is earned for performance rather than continued employment. The performance hurdles associated with the awards relate to three-year operating performance and three-year relative TSR as discussed further below. The time-based portion of the equity grants remained at 30% of the total long-term incentive value to provide potential to earn awards that align with shareholder return since the award values are tied directly to Intuit’s stock price.
The table below shows the overall mix of equity awards, as well as the four individual types of awards, which are (1) time-based options (15% of total long-term incentive value); (2) time-based RSUs (15% of total long-term incentive value), which also include a minimum one-year GAAP operating income performance hurdle; (3) performance-contingent RSUs dependent on achieving three-year GAAP operating income growth and three-year revenue growth goals (35% of total long-term incentive value); and (4) performance-contingent RSUs dependent on relative TSR compared to a peer group (35% of total long-term incentive value). The table is based on a hypothetical total equity award value of $1 million.

32



Allocation of Hypothetical $1,000,000 Equity Award
 
 
 
 
Value at Target
 
 
 
 
 
 
 
 
 
70%
 
50% 3-Year Operating Performance RSUs (35% of Total)
 
$350,000
 
100% fair market value at grant
Performance
 
 
 
 
 
 
Vested
 
50% Relative 3-Year TSR
RSUs (35% of Total)
 
$350,000
 
Grant date fair value estimated using Monte Carlo model
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30%
 
50% Options (15% of Total)
 
$150,000
 
Value based on FASB ASC 718 expense
Time
 
 
 
 
 
 
Vested
 
50% RSUs (15% of Total)
 
$150,000
 
100% fair market value at grant
Time-Based Awards (30% of Total Long-term Incentive)
Only 30% of the value of the long-term equity awards is time-based, and of this time-based value, 50% was granted in the form of stock options and 50% in the form of RSUs. The 50% in stock options is provided to reward increases in stock price. The Company views time-based options as inherently performance-based because the executive only realizes value as the stock price increases. The rationale for the portion granted as time-vested RSUs is to provide retention through potential short-term market volatility. RSUs also provide a link to shareholders’ interests because their value fluctuates with stock price. While the vesting of these RSUs is primarily time-based, the Company must achieve a one-year GAAP operating income hurdle for fiscal 2013 before these RSUs will begin to vest to allow such awards to qualify under Section 162(m).
Performance-Based Awards (70% of Total Long-term Incentive)
For fiscal 2013 (as in fiscal years 2010, 2011 and 2012) 70% of the value of the long-term equity awards is performance-based, with half contingent on Intuit’s achievement of three-year operating performance goals and half based on Intuit’s relative three-year TSR compared to a pre-established peer group. The reason for dividing the contingent award in this way is to balance achievement of key internal operational goals, which are expected to increase shareholder value, with measurement of actual shareholder return relative to a group of similar investments. The Company believes that this approach focuses Named Executive Officers on both long-term internal operating performance, which the Company believes is largely within management’s control, and on long-term shareholder return, which is the goal of sustained multi-year profitable growth and ultimately reflects our shareholders’ perception of our performance.
Vesting of Awards
The Named Executive Officers’ stock options vest over three years, with 33.333% of the shares vesting after one year and 2.778% of the shares vesting each month thereafter. The time-based RSUs granted to our Named Executive Officers also vest over three years, with one-third of the shares vesting in July of each year beginning in 2014. With regard to performance-based RSUs, all the Named Executive Officers have the same performance hurdles. Following the end of the three-year performance period, and upon certification of achievement of those hurdles, the Named Executive Officers’ performance-based RSUs that are earned based upon performance vest. For fiscal 2013, based on input from FW Cook, the Compensation Committee elected to align Mr. Smith's vesting with that of the other Named Executive Officers and the broader market, rather than continue with the previous practice of having Mr. Smith's stock options, time-based RSUs and performance-based RSUs vest over five years with 50% vesting after three years and 50% vesting after five years.
Intuit employees (including the Named Executive Officers) also receive dividend equivalent rights in conjunction with RSU awards. These RSUs accrue dividends, which will be paid when the shares are released. For performance-based RSUs granted to employees, dividends will be paid based on the actual units that vest following measurement of performance and are subject to the same provisions as the underlying awards. Dividend equivalent rights on performance-based RSUs that fail to vest due to performance are forfeited.

33


Clawback Provisions for Performance-based RSUs
Under the terms and conditions of the operating performance RSUs granted in July 2013, in the event that the Company must restate its financial results and the restatement decreases the level of vesting achieved under those performance-based RSUs, each Named Executive Officer must return to the Company an amount in cash or equivalent value in shares equal to the value of shares that would not have vested based on the restated financial results.
Equity Grant Eligibility 
The sole factor used by the Compensation Committee in determining whether an executive was eligible to receive any stock options and RSUs was each executive’s performance rating, which was based on the factors described under “Annual Cash Bonuses” above. In order to be eligible to receive stock options and RSUs, an executive had to have a performance rating of “strong” or “outstanding.” Based on their fiscal 2013 performance ratings of “strong” or “outstanding”, all of the Named Executive Officers were eligible to receive stock options and RSUs. However, due to Mr. Patel's retirement in September 2013, the Compensation Committee did not award any additional equity to Mr. Patel in fiscal 2013.
Determination of Equity Grant Value  
The Compensation Committee refers to an executive's annual performance rating (for example, “outstanding” or “strong”) as a reference point in determining the size of an executive's overall equity awards. For any given role, a rating of “outstanding” will generally result in a larger equity grant than for any other rating. In setting specific awards for our Named Executive Officers, the Committee exercises its judgment and discretion.
The value of equity granted to Mr. Smith for fiscal 2013 has a target value of $10,500,000 and reflects the portfolio mix of 70% performance-based awards and 30% time-based awards. In determining these awards, the Compensation Committee reviewed data provided by FW Cook, in addition to the Compensation Committee's own subjective assessment of Mr. Smith's outstanding performance. The value of this equity, together with Mr. Smith's fiscal year 2013 base salary and actual bonus yielded total direct compensation between the median and 75th percentile of peer group CEOs. The Compensation Committee determined this was appropriate considering Mr. Smith's outstanding performance, overall Company performance and Mr. Smith's experience as CEO.
To determine the size of the equity awards for Mr. Williams, Ms. Fennell and Mr. Maurer, the Compensation Committee used data provided by FW Cook, which estimated the range of grant values provided to executives in comparable positions at companies within Intuit's peer group. The Compensation Committee then considered each of the recommendations of the Chief Executive Officer in order to determine where within the applicable range each executive's equity grant value would fall. The Compensation Committee gives considerable weight to the recommendations provided by the Chief Executive Officer because of his direct knowledge of each other Named Executive Officer's performance and contribution. Due to the broad scope and complexity of Mr. Williams' role as Chief Financial Officer and his outstanding performance rating, he was granted equity value of $4,000,000. Ms. Fennell was granted equity valued at $3,000,000, reflecting her outstanding performance rating and the scope of her responsibilities as General Counsel as well as her leadership of the information security, government relations and data services teams. Mr. Maurer was granted equity valued at $3,000,000, due to his strong performance and new role leading Intuit's Small Business Management Solutions, its third largest business unit. These grant date values include significant amount of performance risk, and the amount actually earned over the next several years could be significantly lower if Intuit does not meet its aggressive growth targets.
The following table sets forth the actual total equity grant value awarded to each Named Executive Officer for fiscal 2013 and the target number of performance-based RSUs, time-based RSUs and stock options granted to each of our Named Executive Officers in connection with the fiscal 2013 performance and compensation review process. These values were estimated using data available to the Compensation Committee on July 23, 2013. They do not match exactly the grant date fair values presented in the Summary Compensation Table, which were calculated in accordance with FASB ASC Topic 718 and take into account the price of Intuit's common stock on the July 24, 2013 grant date.


34


 
 
 
 
Performance-Based Awards
 
Time-Based Awards
 
 
 
 
Target # of RSUs
 
# of RSUs/Stock Options
 
 
 
 
Operating
 
Relative
 
 
 
 
 
 
 
 
Performance
 
TSR
 
 
 
 
 
 
Value-Based Equity
 
RSUs
 
RSUs
 
RSUs
 
Stock Options
Name
 
Guideline
 
(35% of value)
 
(35% of value)
 
(15% of value)
 
(15% of value)
Brad D. Smith
 
$
10,500,000

 
57,000

 
61,500

 
24,500

 
139,500

R. Neil Williams
 
$
4,000,000

 
21,500

 
23,500

 
9,000

 
53,000

Kiran M. Patel
 
$

 

 

 

 

Laura A. Fennell
 
$
3,000,000

 
16,000

 
17,500

 
7,000

 
39,500

Daniel R. Maurer
 
$
3,000,000

 
16,000

 
17,500

 
7,000

 
39,500

Operating Performance RSUs
The performance-based RSUs earned for achieving three-year operating goals (the “Operating Performance RSUs”) depend on the compounded annual growth rate (“CAGR”) of Intuit’s revenue and GAAP operating income between fiscal 2013 and fiscal 2016. Revenue growth and GAAP operating income growth are equally weighted because the Company believes that sustained profitable growth over three years will create shareholder value, and that neither revenue growth nor operating income growth is more important than the other measure. These three-year performance goals are set aggressively as demonstrated by the below-target level awards earned at the end of fiscal 2013 for the 2010 Operating Performance RSUs despite strong revenue and operating income growth over the three year period.
Each Named Executive Officer (other than Mr. Patel) was awarded Operating Performance RSUs based on a “target” number of stock units that can be earned for achieving the operating growth goals. The actual RSU payouts may be as low as 0% of target if there is no growth over three years, and may be as high as 200% of target if the goals are exceeded, as described in the table below.

Measure
 
Revenue Growth (CAGR)
 
GAAP Op Income Growth (CAGR)
 
Total (2)
Weighting
 
50%
+
50%
=
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
Percent of Target Achieved
 
Payout as a Percent of Target(1)
+
Percent of Target Achieved
 
Payout as a Percent of Target(1)
=
Payout as a Percent of Target
Maximum
 
120
%
 
200
%
 
120
%
 
200
%
 
200
%
Target
 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
 
70
%
 
90
%
 
70
%
 
90
%
 
90
%
 
 
53
%
 
68
%
 
53
%
 
68
%
 
68
%
Threshold
 
0%

 
0%

 
0%

 
0%

 
0%


_______________________________________
(1)
Linear interpolation between defined points.
(2)
Total Column is an example only, which illustrates the potential percentage of Operating Performance RSUs vesting based on achieving comparable levels of revenue growth and GAAP operating income growth.
Relative Total Shareholder Return RSUs
The relative total shareholder return RSUs (“Relative TSR RSUs”) may be earned based on Intuit’s relative TSR over a three-year period beginning August 1, 2013 compared to 43 other size- and industry-relevant companies, which were identified using objective selection criteria recommended by FW Cook, its independent compensation consultant, which have been consistently applied for the last three years. The peer companies reflect all U.S.-based public companies within Intuit's General Industry Classification Standard (“GICS”) code that have market capitalization and revenue between 0.2x and 5x Intuit’s size, plus H&R Block, which is a direct, size-relevant competitor (the “TSR Peers”). The TSR Peers have more sample companies than the Company's peer group used for compensation decisions, as discussed further below. The TSR Peers were chosen so that the Relative TSR RSUs will reward the Named Executive Officers based on objective measurement of Intuit’s three-year return compared to similar companies in which an Intuit shareholder might reasonably be expected to invest (as opposed to the

35


Company's peer group that reflects companies of a similar size with which we compete for talent). The Committee believes that a larger number of TSR Peers ensures that, in spite of mergers or acquisitions of TSR Peers, the Company will maintain a robust peer group against which it can measure its TSR. The shareholder return of both Intuit and the TSR Peers is measured using a thirty trading-day average at the start and the end of the performance period. The purpose of this averaging period is to reduce the effect of daily stock market volatility on the measurement of TSR. There is a “target” payout, which is earned when Intuit’s performance is at the 60th percentile of the peers. These payouts may be as high as 200% of target if Intuit’s TSR reaches the 100th percentile of the TSR Peers and may be as low as 0% of target if performance is at or below the 30th percentile of the TSR Peers. The payouts are capped at 100% of target in the event that Intuit’s relative TSR is above the 60th percentile of the TSR Peers, but absolute TSR is negative over the three-year performance period, in order to avoid unreasonably large awards for outperforming in falling markets. The table below describes the percent of target that may be earned under these awards based on relative TSR:
 
 
3-Year TSR
Percentile
Rank(1)
 
Shares Earned
as a Percent
of Target(2)
Maximum
 
100

 
200
%
Target
 
60

 
100
%
Threshold
 
30

 
%
_______________________________________
(1)
Linear interpolation between defined points.
(2)
Payouts capped at 100% if absolute 3-year TSR is negative.

The 43 Relative TSR Peers are set forth below:
Relative TSR Peer Companies
Activision Blizzard, Inc.
 
Facebook, Inc.
 
Red Hat
Adobe Systems Incorporated
 
Fidelity National Info Services, Inc.
 
SAIC, Inc.
Akamai Technologies, Inc.
 
Fiserv, Inc.
 
Salesforce.com, Inc.
Alliance Data Systems Corporation
 
Gartner, Inc.
 
Symantec Corporation
Autodesk, Inc.
 
Genpact Limited Common Stock
 
Synopsys, Inc.
Automatic Data Processing, Inc.
 
Global Payments Inc.
 
Teradata
BMC Software, Inc.
 
H&R Block, Inc.
 
Tibco Software
CA, Inc.
 
IAC/InterActiveCorp
 
Total System Services, Inc.
Cadence Design Systems, Inc.
 
Jack Heny & Associates Inc.
 
Vantiv, Inc.
Citrix Systems, Inc.
 
 LinkedIn Corporation
 
Verisign, Inc.
Cognizant Technology Solutions
 
Mastercard Incorporated
 
VMware, Inc.
Computer Sciences Corporation
 
Nuance Communications, Inc.
 
The Western Union Company
eBay, Inc.
 
Open Text Corporation
 
Yahoo! Inc.
Electronic Arts, Inc.
 
Paychex, Inc.
 
 
Equinix, Inc.
 
Rackspace Hosting
 
 
As compared to the fiscal 2012 relative TSR peer group, four companies were removed because they no longer met the objective size requirement (MICROS Systems, Verifone Systems, Visa and Zynga) and six companies were added (Cadence Design Systems, Inc., Facebook Inc., Jack Henry & Associates Inc., LinkedIn Corporation, Open Text Corporation, and Verisign, Inc.) as they met the size criteria set forth above on the date of determination.
Achievement of Performance Hurdle for July 2012 Time-Based RSU Awards
In July 2012, as part of Intuit's annual performance and compensation review process for our last fiscal year ended July 31, 2012, the Compensation Committee approved the grant of time-based RSUs, subject to a performance hurdle, to each Named Executive Officer. These grants represented approximately 15% of the grant date fair value of all equity awards granted to our Named Executive Officers for fiscal 2012 and were described in more detail in our proxy statement for our annual meeting of stockholders held on January 17, 2013. At the time of grant, the Compensation Committee established a one-year

36


GAAP operating income hurdle of $600 million that Intuit was required to achieve in order for the awards to begin vesting. This hurdle is intended to allow the time-based RSUs to qualify as "performance-based compensation" under Section 162(m) in order that the deductibility of any taxable income arising from these awards will not be limited by Section 162(m), however, the application of Section 162(m) is complex and may change over time (with potentially retroactive effect). Intuit's GAAP operating income for the fiscal year ended July 31, 2013 was $1.23 billion, which exceeded the hurdle. As a result, the RSUs granted to Mr. Smith will vest as to 50% of the underlying shares on each of July 1, 2015 and July 1, 2017 and the RSUs granted to the other Named Executive Officers vest as to 33-1/3 % of the shares on each of July 1, 2013, July 1, 2014 and July 1, 2015. The number of these RSUs granted in July 2012 to each of the Named Executive Officers was as follows: Mr. Smith – 25,789 shares; Mr. Williams – 7,800 shares; Mr. Patel – 8,806 shares; Ms. Fennell – 3,523 shares; and Mr. Maurer – 5,284 shares.
Achievement of Performance Targets for July 2010 Performance-Based RSU Awards
In July 2010, the Compensation Committee approved the grant of performance-based RSUs. These grants represented approximately 70% of the value of all equity awards granted to our Named Executive Officers for fiscal 2010 and were described in more detail in our proxy statement for our annual meeting of stockholders held on January 19, 2011. Half of the performance-based RSUs were tied to the achievement of Intuit's three year operating goals ("2010 Operating Performance RSUs") and half were tied to the relative total shareholder returns ("2010 Relative TSR RSUs"). In August 2013, the Compensation Committee certified the achievement of the operating performance goal at 74.5% of target and the achievement of relative TSR performance at 62.2% of target. The operating goals reflect targeted compound annual growth rates in both revenue (50% of 2010 Operating Performance RSUs) and GAAP operating income (50% of 2010 Operating Performance RSUs) for the three year period from August 1, 2010 through July 31, 2013. The below target awards in both 2010 Operating Performance RSUs and 2010 Relative TSR RSUs during a time period when Intuit achieved compound annual revenue growth of 9.8% and compound annual operating income growth of 11.0% demonstrates the aggressive performance goals established by the Compensation Committee. The table below sets out the metrics for the revenue growth and operating income growth goals as well as the actual results and payout levels for the 2010 Operating Performance RSUs:

Measure
 
Revenue Growth (CAGR)
 
GAAP Operating Income Growth (CAGR)
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighting
 
50%
+
50%
=
100%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FY11-FY13
 
 
 
 
 
 
 
 
FY11-FY13
 
Percent
 
Payout as
 
Operating
 
Percent
 
Payout as
 
Payout as
 
 
Revenue
 
of Target
 
a Percent
 
Income
 
of Target
 
a Percent
 
a Percent
 
 
Growth
 
Achieved
 
of Target
 
Growth
 
Achieved
 
of Target
 
of Target
Maximum
 
20.0%
 
157%
 
160%
 
25.0%
 
134%
 
160%
 
160%
 
 
18.2%
 
143%
 
145%
 
23.4%
 
125%
 
145%
 
145%
 
 
16.4%
 
129%
 
130%
 
21.9%
 
117%
 
130%
 
130%
 
 
14.5%
 
114%
 
115%
 
20.3%
 
108%
 
115%
 
115%
Target
 
12.7%
 
100%
 
100%
 
18.7%
 
100%
 
100%
 
100%
 
 
10.6%
 
83%
 
90%
 
16.4%
 
87%
 
90%
 
90%
 
 
 
 
 
 
 
 
14.0%
 
75%
 
80%
 
80%
Actual
 
9.8%
 
77.2%
 
86%
 
11.0%
 
58.8%
 
63%
 
74.5%
 
 
8.5%
 
67%
 
80%
 
 
 
 
 
 
 
 
 
 
6.4%
 
50%
 
60%
 
10.5%
 
56%
 
60%
 
60%
 
 
4.3%
 
33%
 
40%
 
7.0%
 
37%
 
40%
 
40%
 
 
2.1%
 
17%
 
20%
 
3.5%
 
19%
 
20%
 
20%
Threshold
 
—%
 
—%
 
—%
 
—%
 
—%
 
—%
 
—%


37



The vesting of the 2010 Relative TSR RSUs is based on Intuit's percentile rank of total shareholder return among the TSR peer group established for fiscal 2010 ("2010 TSR Peers") based on the 30 day average closing stock price of each 2010 TSR Peer at the beginning and end of the performance period. Although the TSR peer group is modified each year, in order to be consistent, the vesting of the 2010 Relative TSR RSUs is based on the TSR peer group established in the year in which the 2010 Relative TSR RSUs were granted. The performance goals along with actual results for the 2010 Relative TSR RSUs are set out on the table below. Although Intuit's relative TSR percentile rank was 48.6, Intuit's absolute three-year TSR was still strong at 53.2% for fiscal 2011 through fiscal 2013.
 
Intuit's TSR Percentile Rank
Payout as Percent of Target
Maximum
100.0
160%
 
95.0
152.5%
 
90.0
145%
 
85.0
137.5%
 
80.0
130%
 
75.0
122.5%
 
70.0
115%
 
65.0
107.5%
Target
60.0
100%
 
55.0
83.3%
 
50.0
66.7%
Actual
48.6
62.2%
 
45.0
50%
 
40.0
33.3%
 
35.0
16.7%
Threshold
30.0
—%

The number of 2010 RSUs that vested on September 1, 2013 for each of the Named Executive Officers was substantially less than the target number that was based upon the achievement of the aggressive performance goals established in July 2010 and was as follows:
    
Name
 
2010 Operating Performance RSUs Vested
 
2010 Relative TSR RSUs Vested
 
Total 2010 RSUs Vested
 
Total 2010 Target RSUs
Brad D. Smith
 
49,036

 
40,941

 
89,977

 
131,640

R. Neil Williams
 
14,424

 
12,042

 
26,466

 
38,720

Kiran M. Patel
 
24,518

 
20,471

 
44,989

 
65,820

Laura A. Fennell
 
9,376

 
7,828

 
17,204

 
25,170

Daniel R. Maurer
 
14,424

 
12,042

 
26,466

 
38,720


Use of Competitive Data
In fiscal 2013, as in prior years, the Compensation Committee engaged its independent compensation consultant, FW Cook, to provide a comprehensive market study of compensation paid to Mr. Smith and the other Named Executive Officers. The Compensation Committee’s objectives in using this market study were:
1. To confirm that our peer group is relevant and includes:
a. companies with which we compete for executive talent

38


b. companies of similar scope and complexity
c. companies of similar size, measured by revenue and market capitalization
d. companies with similar business lines
2. To evaluate how our compensation compares to other companies using similar compensation models (including a mix of cash, equity and short and long-term incentives).
3. To create a sufficiently robust set of peers to ensure a degree of continuity year-over-year to avoid statistical distortion.

Using these objectives, FW Cook recommended a fiscal 2013 peer group with the following characteristics:

Criteria for Fiscal 2013 Peer Group
 
Characteristics
Relevant Business Lines
 
All are in GICS code 4510 (software and services), except for H&R Block, which is a direct business competitor and NetApp, which is a local talent peer.
Comparable Pay Models
 
All members of peer group use mix of base salary, annual cash awards and some form of equity grant to executives. None of the members of the peer group have large defined benefit or similar retirement offerings as part of their ongoing executive compensation programs.
Size
 
Peer companies were selected in order to remain 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 reasonable exceptions for direct business competitors and internal talent peers.
Year-over-Year Continuity
 
No companies were removed from the list in fiscal 2013, and two public companies that met the objective size and industry criteria (Alliance Data Systems and Equinix) and three talent peers (NetApp, eBay and Facebook) were added to the list.

FW Cook reviewed this data with the Compensation Committee in May 2013, and the Committee determined that the following companies would make up the peer group for fiscal year 2013 and fiscal year 2013 decisions. To the extent that peer data from FW Cook's fiscal 2012 study was used to set certain components of officers' fiscal year 2013 compensation at the beginning of the fiscal year, the peer data were from the 2012 peer list. Note that the compensation peers are, for the most part, a subset of the TSR Peers described above, as the Committee believes it is important for the compensation peers to be of a similar size to the Company, to more accurately reflect the companies with which we compete for talent. In addition, as the compensation peer group is refreshed annually, acquisitions of compensation peer companies are less likely to have a meaningful impact on the analysis of Intuit's performance and compensation measures relative to those of its peers.

2013 Compensation Peer Companies
Activision Blizzard, Inc.
 
Fiserv, Inc.
Adobe Systems, Inc.
 
H&R Block, Inc.
Alliance Data Systems Corporation
 
Mastercard Incorporated
Autodesk, Inc.
 
NetApp, Inc.
BMC Software, Inc.
 
Paychex, Inc.
CA, Inc.
 
Salesforce.com, Inc.
Citrix Systems, Inc.
 
Symantec Corporation
Cognizant Technology Solutions Corporation
 
Teradata
eBay Inc.
 
VMware, Inc.
Electronic Arts, Inc.
 
The Western Union Company
Equinix, Inc.
 
Yahoo! Inc.
Facebook, Inc.
 
 

The Company used the publicly reported information regarding named executive officer compensation from these companies as a reference point in assessing each executive’s compensation level. The Company then considered each

39


executive's role and scope of responsibilities relative to the roles of comparable positions at Intuit’s peers. Based on the foregoing information, the Company reviewed Intuit’s executive compensation programs and practices, analyzed each Named Executive Officer’s base pay, and recommended cash bonus and equity awards.
Intuit’s Management Stock Purchase Program
As a method of encouraging ownership of Intuit’s stock by executives, Intuit maintains the Management Stock Purchase Program (“MSPP”). Under the MSPP, employees with a title of director or above (including the Named Executive Officers) may elect to defer up to 15% of their annual incentive bonus, which is converted into deferred stock units based on the fair market value of Intuit’s stock on the date the bonus is awarded. These deferred stock units are fully vested on the grant date, but are not issued in the form of shares until the earlier of the third anniversary of the grant date or the termination of employment with Intuit. Intuit also grants the employee an additional RSU for every deferred stock unit purchased through this deferral, up to set maximums, as set-forth below:

Executive Level
 
Maximum Number of
Matching RSUs
Director
 
300 RSUs
Vice President
 
750 RSUs
Executive and Senior Vice President
 
1,500 RSUs
Chief Executive Officer
 
3,000 RSUs

These matching RSUs vest as to 100% of the shares three years after the grant date, or on the recipient’s death or disability. This three-year vesting period is intended to assist Intuit in retaining key talent. The RSUs granted pursuant to the MSPP are issued under the 2005 Equity Incentive Plan.

Deferred stock units purchased by employees under the MSPP after July 2012 and the matching RSUs will accrue dividends. Dividends on the purchased deferred stock units will be paid on the date the shares are issued, and dividends on matching RSUs will be paid upon their vesting.
Employee Benefits
Each of our employees with a title of director or above (including the Named Executive Officers and employee directors) is generally eligible to participate in a number of programs which make up Intuit’s total compensation package, including health and welfare benefits, executive relocation benefits, our 401(k) Plan with a company-sponsored match component, our Employee Stock Purchase Plan, our Non-Qualified Deferred Compensation Plan and our MSPP. As described in more detail above, the MSPP encourages eligible employees to own Intuit stock. Intuit’s perquisites and benefits for Named Executive Officers in fiscal 2013 included 401(k) plan matching contributions that were consistent with the match provided to all employees and Long-Term Disability Plan premiums. Intuit does not offer a defined benefit pension plan. As a result of Mr. Maurer's new role as General Manager of Small Business Management Solutions, Mr. Maurer will receive certain relocation and travel assistance benefits, including quarterly payments in fiscal 2014 totaling $240,000 to defray his costs of commuting from his primary residence in San Diego to Mountain View and to cover housing and transportation costs in Mountain View. The Company also agreed to offer relocation assistance through August 1, 2014, which will include assistance with relocation, the sale of Mr. Maurer's house in San Diego and the purchase of a house in the Mountain View area in accordance with the Company's Relocation, Home Sales Assistance, and Home Purchase Assistance policies in the event that Mr. Maurer chooses to relocate his residence in the next fiscal year.
Termination Benefits
As discussed below under “Upon Termination of Employment or Change in Control” on page 53, the Company has agreed to provide severance payments and accelerated vesting of equity awards to our Named Executive Officers if their employment is terminated under specific circumstances. The Company agreed to provide these benefits in each Named Executive Officer’s negotiated employment agreement and/or pursuant to the Company’s benefit plans, as consideration for the executive’s agreement to provide services as an employee. Intuit does not provide excise tax “gross-up” protection in the event that a change in control severance payment is considered an excess parachute payment under U.S. tax laws.
Role of Compensation Consultants, Executive Officers and the Board in Compensation Determinations
The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged the services of Frederic W. Cook &

40


Co., Inc. (“FW Cook"), a national executive compensation consulting firm, to review and provide recommendations concerning all of the components of the Company's executive compensation program. FW Cook performs services solely on behalf of the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. As described above under “Use of Competitive Data,” FW Cook assists the Committee in defining the appropriate market of the Company's peer companies for executive compensation and practices and in comparing our executive compensation program against the peer group each year. FW Cook also assists the Committee in comparing our director compensation program and practices against those of our peers. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC rules and concluded that FW Cook is independent and that no conflict of interest exists that would prevent FW Cook from independently representing the Compensation Committee.
The Compensation Committee received support from Intuit’s Human Resources Department in analyzing and establishing Intuit’s compensation programs for fiscal 2013. Members of Intuit's management and staff attend meetings of the Compensation Committee, including the Senior Vice President of Human Resources, the Vice President of Compensation and an Intuit attorney. Mr. Campbell, the Chairman of the Board, regularly participated in Compensation Committee meetings, providing input on organizational structure and succession planning and executive development. Mr. Williams, our Chief Financial Officer, has provided the Compensation Committee an analysis of Intuit's financial performance, the financial impact of various types of equity awards and proposed performance hurdles for equity incentives. Mr. Smith, our Chief Executive Officer, has provided recommendations to the Compensation Committee regarding the cash and equity compensation of his executive staff (including Mr. Williams, Mr. Patel, Ms. Fennell and Mr. Maurer), succession planning, organizational development and the use of incentive compensation to drive Intuit’s growth. Mr. Smith also provided a self-review to the Compensation Committee to aid their evaluation of his performance. As noted above, in making compensation decisions, the Compensation Committee also has the authority to engage the services of outside advisers, experts and others to assist the Compensation Committee, and it has engaged FW Cook. For this purpose, FW Cook attended most meetings of the Compensation Committee, responding to committee members’ inquiries and refining their analysis based on these questions.
The Compensation Committee determines the compensation for Mr. Smith after obtaining information and input from FW Cook and conferring with the Board and without Mr. Smith present. In determining compensation for the Named Executive Officers other than the Chief Executive Officer, the Compensation Committee considered Mr. Smith’s recommendations. The Compensation Committee is, however, solely responsible for making the final decisions on compensation for the Named Executive Officers including the Chief Executive Officer. The Compensation Committee holds individual meetings with members of Mr. Smith’s executive staff on an annual basis to discuss organizational development and leadership strategy. The Compensation Committee also interacts frequently with members of the executive staff to discuss their business unit or functional group activities.
Accounting and Tax Implications of Our Compensation Policies
In designing our compensation programs, the Compensation Committee considers the financial accounting and tax consequences to Intuit as well as the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Compensation Committee and management consider the size and share-based compensation expense of the outstanding and new equity awards relative to the one- and three-year operating plans and relative to market capitalization.
Under Section 162(m) of the Internal Revenue Code, compensation in excess of $1,000,000 per year to those executives (other than the Chief Financial Officer) whose compensation is detailed in the “Summary Compensation Table” on page 43 is not tax deductible to Intuit unless certain requirements are met. The $1,000,000 limit does not apply to compensation that is considered “performance-based” under applicable tax rules. Intuit has taken steps to see that most of the executive compensation paid under its incentive programs, including the stockholder approved SEIP and performance-based RSUs, is designed with the intent that its deductibility not be limited by Section 162(m). We believe it is important to preserve flexibility in administering compensation programs as corporate objectives may not always be consistent with the requirements for full deductibility. Further, the application of Section 162(m) is complex and may change with time (with potentially retroactive effect). Accordingly, Intuit has not adopted a policy that all compensation must not be limited in its deductibility under Section 162(m) and, while Intuit strives to award executive compensation that meets the deductibility requirements, Intuit may enter into compensation arrangements under which payments are not deductible on account of Section 162(m).
Stock Ownership
Intuit has a mandatory stock ownership program that applies to employees at the senior vice president level and above (including the Named Executive Officers) and members of the Board. This program was refined in January 2012 and requires our executives and Board members to hold shares of Intuit common stock at least equal to the values indicated in the table below, which values are measured as of July 31 each year:


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Stock Ownership Requirement
Role
 
Minimum
Ownership
Requirement
Chief Executive Officer
 
6x base salary
Executive Vice President or Senior Vice President with base salary of $500,000 or more
 
1.5x base salary
Board members
 
5x standard annual Board retainer ($300,000)

All individuals subject to the requirements must comply within five years after the date the individual is appointed to a position subject to the guidelines, or July 2016, whichever is later. Unvested time-based RSUs not subject to a performance requirement held by an executive officer or a Board member are counted as shares when determining the number of shares owned. As of October 31, 2013, all Named Executive Officers and directors subject to these requirements were in compliance.
Intuit's Policy Regarding Derivatives, Short Sales and Hedging
Intuit's Insider Trading Policy prohibits directors and executive officers from pledging shares on margin, trading in derivative securities of Intuit's common stock, engaging in short sales of Intuit securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Intuit securities.
Intuit’s Equity Granting Policy
Stock options and RSUs may be granted by either the Compensation Committee or, pursuant to the terms of its Charter, by its delegates, the Chief Executive Officer and the Senior Vice President of Human Resources. These individuals, acting independently, each have authority to grant stock options and RSUs to employees below the level of Vice President, up to the number of shares per individual specified by the Compensation Committee. The Chief Executive Officer and the Senior Vice President of Human Resources, acting jointly, may grant such awards to employees at the level of Vice President, up to the number of shares per individual specified by the Compensation Committee, provided such employees do not report to the Chief Executive Officer or to a committee of the Board. Equity grants made to Senior Vice Presidents or above, to individuals who report to the Chief Executive Officer or to a committee of the Board, or to individuals who receive amounts above the stated share limit per individual must be approved by the Compensation Committee.
Timing of Grants.  Equity awards are typically granted on regularly scheduled grant dates on the seventh business day of each month. Exceptions to this practice are specifically approved by the Compensation Committee. The Chief Executive Officer and Senior Vice President of Human Resources do not have discretion to set other grant dates for awards made pursuant to their delegated authority. As part of Intuit's annual performance and compensation review process, the Compensation Committee approves stock option and RSU awards to our Named Executive Officers within a few weeks before Intuit's July 31 fiscal year-end.
Option Exercise Price.  The exercise price of a newly granted option (i.e., not an option assumed or substituted in connection with a corporate transaction) is the closing price on the NASDAQ stock market on the date of grant.

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EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows compensation earned during fiscal years 2013, 2012 and 2011 by our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers for fiscal 2013. We call these individuals our “Named Executive Officers.” One of these Named Executive Officers, Kiran Patel, retired from Intuit effective September 15, 2013.

Name and Principal Position
 
Fiscal Year
 
Salary
($)
 
Bonus
($)
 
Stock Awards
($)(2)
 
Option Awards
( $)(3)
 
Non-Equity Incentive Plan Compensation
($)(4)
 
All Other Compensation
($)
 
Total
($)
Brad D. Smith
 
2013

 
1,000,000

(1)
 

 
8,759,665

 
1,571,454

 
1,120,000

 
 
12,559

(6)
 
12,463,678

President and Chief
 
2012

 
975,000

 
 

 
8,320,578

 
1,608,698

 
1,647,750

 
 
12,559

 
 
12,564,585

Executive Officer
 
2011

 
950,000

 
 

 
7,514,292

 
1,303,378

 
1,852,500

 
 
12,819

 
 
11,632,989

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
R. Neil Williams
 
2013

 
700,000

 
 

 
3,361,037

 
597,040

 
420,000

(5)
 
15,040

(6)
 
5,093,117

Senior Vice President and
 
2012

 
675,000

 
 

 
2,537,885

 
417,083

 
544,219

 
 
13,714

 
 
4,187,901

Chief Financial Officer
 
2011

 
625,000

 
 

 
2,372,879

 
339,724

 
621,002

 
 
14,725

 
 
3,973,330

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kiran M. Patel
 
2013

 
800,000

 
 

 

 

 
1,440,000

 
 
16,151

(6)
 
2,256,151

Executive Vice President
 
2012

 
700,000

 
 

 
2,798,678

 
470,900

 
805,000

 
 
16,693

 
 
4,791,271

and General Manager,
 
2011

 
700,000

 
 

 
2,623,398

 
372,602

 
1,033,004

 
 
14,986

 
 
4,743,990

Small Business Group
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Laura A. Fennell
 
2013

 
535,000

 
 

 
2,532,760

 
444,964

 
278,200

(5)
 
13,494

(6)
 
3,804,418

Senior Vice President,
 
2012

 
505,000

 
 

 
1,176,413

 
188,365

 
348,450

 
 
15,799

 
 
2,234,027

General Counsel and
 
2011

 
475,000

 
 
399,000

 
1,108,972

 
153,428

 

 
 
16,780