Intuit CEO Sasan Goodarzi Receives $19.5 Million in Stock Options and Restricted Units

Executive Compensation Grant Details for Intuit's Chief Executive

Intuit disclosed that Sasan K. Goodarzi, who serves as Chairman and Chief Executive Officer, received a significant equity grant on July 23, 2026. The compensation package comprised three distinct components: non-qualified stock options, time-vested restricted stock units, and performance-based restricted stock units. This multi-tiered approach to executive compensation aligns with common practices among large technology companies, where equity awards serve to retain leadership talent and tie executive interests to shareholder value creation.

The disclosure was filed four days after the grant date, consistent with regulatory requirements for reporting changes in beneficial ownership by corporate officers and directors. The filing provides detailed information about the vesting schedules, exercise prices, and performance conditions attached to each component of the award, allowing shareholders and market participants to assess the potential dilution and long-term cost of the compensation arrangement.

Stock Options Grant and Vesting Schedule

Goodarzi received 69,434 non-qualified stock options with an exercise price of $281.53 per share. The options are subject to a four-year vesting schedule designed to retain the executive's commitment to the company over an extended period. The first tranche of vesting occurs on July 23, 2027, when 25 percent of the options, or approximately 17,358 shares, become exercisable. Following this initial vesting, an additional 2.083 percent of the total grant vests each month, spreading the remainder of the award across the subsequent 36 months.

This staggered vesting approach is standard in executive compensation arrangements, as it encourages long-term tenure and continued performance. The exercise price of $281.53 per share represents the fair market value of Intuit common stock at the time of the grant. Goodarzi will be able to purchase shares at this price once the respective portions of the options vest, subject to applicable rules governing insider transactions and blackout periods.

Time-Vested Restricted Stock Units Award

In addition to the stock options, Goodarzi received 31,338 restricted stock units that vest according to a specific schedule tied to calendar dates rather than performance milestones. The disclosure indicates that 12.5 percent of these units will vest on December 31, 2026, with the remainder vesting in equal portions on April 1, July 1, October 1, and December 31 of each subsequent year until the full award is vested. This schedule results in four equal tranches of approximately 6.25 percent vesting quarterly after the initial December 2026 vesting date.

The filing notes that dividend equivalent rights accrue on the underlying shares represented by these units, with payments made in cash upon vesting and issuance of the shares. Additionally, the restricted stock units are subject to a one-year deferred issuance period following vesting, meaning that even after units satisfy their vesting conditions, the actual delivery of common stock shares is delayed by 12 months. This deferred issuance feature is sometimes implemented to manage cash flow implications or for tax planning purposes.

Performance-Based Equity Grant Structure

The third component of Goodarzi's July 2026 equity grant consists of 52,064 performance-based restricted stock units with a target vesting date of September 1, 2029. Unlike the time-vested units, the number of shares ultimately issued from this award is contingent upon Intuit's achievement of specified total shareholder return objectives. The filing discloses that the final vesting outcome could range from zero to 200 percent of the target award amount, depending on company performance during the measurement period.

This performance-based structure ties a significant portion of executive compensation directly to shareholder outcomes, aligning the CEO's financial interests with those of investors. The three-year performance period extending to September 2029 provides a medium-term horizon for evaluating company performance. Like the time-vested units, these performance shares are also subject to a one-year deferred issuance following vesting, meaning shares would not be issued until September 2030 at the earliest, assuming the performance conditions are satisfied.

Beneficial Ownership Position and Holding Percentages

The disclosure filing indicates that Goodarzi holds all three components of the award in direct beneficial ownership form. The combined grant represents a substantial increase in his equity stake in Intuit, though the filing does not provide complete information regarding his total beneficial ownership percentage or how this grant compares to his existing holdings. Investors interested in understanding Goodarzi's overall equity position and potential voting influence would need to cross-reference this filing with other regulatory disclosures or proxy statements.

The use of the direct ownership designation means that Goodarzi maintains immediate legal rights to these securities, subject to the vesting and performance conditions specified in the award agreements. There is no indication in the filing that any portion of the equity grant is held in trust or through other indirect ownership structures that might be common for certain executive arrangements.

Vesting Mechanics and Share Issuance Timeline

The filing reveals that the three separate awards operate on distinct vesting schedules and issuance timelines. The stock options begin vesting 12 months after the grant date and fully vest over four years, making them exercisable starting July 2027. The time-vested restricted stock units begin vesting almost immediately, with the first tranche due on December 31, 2026, less than five months after the grant date. This accelerated vesting schedule for the time-vested units may reflect specific performance or retention objectives that differ from the four-year vesting period typical for stock options.

The performance-based units follow the longest timeline, with vesting contingent on hitting total shareholder return targets through September 2029 and subsequent one-year deferred issuance extending the actual share delivery to potentially September 2030. This extended timeline reflects the long-term nature of performance measurement and the deferral mechanisms that many large corporations implement for executive equity awards. The staggered and deferred issuance structure means that Goodarzi will not receive all shares from this grant for a considerable period, which some governance observers view as favorable because it extends the executive's long-term stake in company outcomes.

Regulatory Filing Procedures and Timing

The equity grant to Goodarzi was reported via a Form 4 filing, which is the standard mechanism for reporting transactions in company securities by officers, directors, and 10-percent shareholders. The filing was completed on July 27, 2026, four days after the July 23, 2026 grant date, which is consistent with SEC Rule 16(a)-3 requirements for timely disclosure. The form was signed by Erick Rivero on Goodarzi's behalf using a power-of-attorney arrangement, which is a common administrative practice at large public companies.

The filing contains detailed footnotes explaining the vesting terms, dividend equivalent rights, and performance conditions associated with each award component. These explanatory notes provide necessary context for understanding the true economic value and future dilution implications of the equity awards. The specificity of the vesting schedule footnotes reflects the regulatory requirement that Form 4 filings include all material terms of equity compensation arrangements to ensure full transparency to investors and other stakeholders.

Implications for Intuit Shareholders and Capital Structure

The equity grant to Goodarzi contributes to the overall dilution of Intuit's outstanding share count through the potential issuance of approximately 152,836 shares across the three award components. When aggregated with other employee equity grants and existing equity compensation arrangements, such awards have an impact on the company's fully diluted share count, which affects metrics such as earnings per share and return on equity. Investors typically monitor the annual equity burn rate—the percentage of shares issued for employee compensation relative to total shares outstanding—to assess whether the company is appropriately managing shareholder dilution.

The exercise price of $281.53 for the stock options provides a reference point regarding the company's stock valuation at the time of the grant. Options granted at or above fair market value are considered non-dilutive from an economic standpoint if the stock price remains at or below the exercise price at the time of exercise. However, if Intuit's stock price appreciates significantly above the exercise price, the options would represent intrinsic economic value for the executive and a corresponding economic cost to other shareholders.

Executive Retention and Long-Term Incentive Alignment

The multi-component structure of Goodarzi's equity grant reflects a deliberate strategy to balance retention incentives with performance alignment. The four-year vesting schedule for stock options and the three-year measurement period for performance-based units both encourage the CEO to remain focused on long-term value creation rather than short-term stock price movements. The early vesting tranches in the time-vested units, beginning in December 2026, provide near-term equity realization while still maintaining significant skin in the game through the deferred issuance requirements and extended vesting schedules on the other components.

By combining three distinct award types with different vesting patterns and performance conditions, Intuit's compensation committee has designed an arrangement that addresses multiple objectives: immediate retention through relatively fast vesting on a portion of the award, long-term commitment through four-year option vesting, and direct performance linkage through the conditional 52,064 performance-based units. This approach reflects contemporary best practices in executive compensation design, where boards seek to balance the company's interest in retaining talented leadership with shareholder interests in ensuring that executives have meaningful financial exposure to company outcomes.