mms-20240124

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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☐									Preliminary proxy statement
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☒									Definitive proxy statement
☐									Definitive additional materials
☐									Soliciting material pursuant to section 240.14a-12


Maximus, Inc.
(Name of Registrant as Specified in Its Charter)


Registrant
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Fee computed on table in exhibit required by Item 26(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

January 24, 2024

Dear Fellow Shareholders,

This 2023 fiscal year demonstrated the resilience and stability of Maximus’ business model and our ability to execute against our strategic objectives, evidenced by the solid year-end results delivered by the Maximus leadership team and employees across the organization.

Refining our Strategic Priorities

Each year, we work closely with the management team to advance Maximus’ strategic plan. With leadership, the Board has been focused on refining the Company’s strategic pillars to ensure our priorities align with the priorities of our customers. This includes greater emphasis on cybersecurity and AI oversight, investments in technology-driven solutions to support our government customers responding to mission needs, and continued focus on improving the customer experience and delivering on our government customers' imperative to advance equitable access to critical benefits.

Delivering on our Commitments

We are pleased with the management team’s progress on restructuring and optimizing our Outside the U.S. portfolio and will continue to work with the management team to shape our portfolio in a manner that reduces volatility and broadens our capabilities. As demonstrated by our year-end results, the stable core of our business and essential role in government program delivery will continue to enable Maximus to deliver for our partners, customers, and shareholders.

Ongoing Board Refreshment

Our board represents a diverse set of skills and experiences across technology modernization, government citizen services, cybersecurity and data privacy, federal government contracting, and sustainability necessary to advance the Company’s strategy in alignment with the growth opportunities. In addition to regular board assessments, we also review committee compositions annually and have refreshed the committee assignments, effective January 1, 2024. While we considered our committees to be operating effectively, the committee changes demonstrate our continued commitment to being a strategic asset board. We believe rotations such as this help ensure our Board is well-rounded and fosters continued high performance.

Shareholder Engagement and Responsiveness

Shareholder engagement remains a top priority for Maximus, which was particularly evident in the round of governance meetings our Vice Chair, Anne Altman, and I had the honor of joining in Fall 2023. Topics for these sessions, which were held with many of our top 20 shareholders, included our approach to executive compensation, governance over cybersecurity, human capital management, including diversity, equity, and inclusion ("DE&I") and employee engagement, and our capital allocation strategy.

In response to a majority supported shareholder proposal at our 2022 Annual Meeting, Maximus engaged a third party to conduct a racial equity audit to examine our practices and how they may impact racial equity across internal talent management practices and in the communities we serve. The key findings, available on Maximus’ corporate website, highlight the significant action Maximus has taken in recent years to build and support a diverse and inclusive workforce and outlined several recommendations to continue building upon our strong foundation. The Board is committed to staying the course and will continue to learn, collect and review data, and, most importantly, listen to our employees, who are at the core of our growth strategy.

On behalf of the full Board, I thank you for your continued investment in Maximus. Your vote is important and we encourage you to support our voting recommendations contained in this proxy statement. We also welcome you sharing your perspectives and priorities with us throughout the year as part of the ongoing dialogue as we continue to execute on our strategic initiatives designed to build shareholder value.

Sincerely,

John J. Haley

Chair of the Board

January 24, 2024

Dear Maximus Shareholders,

As we observe the growing complexity of challenges facing our clients, I am extremely proud of teams across Maximus that continued to demonstrate our proven capacity to deliver technology and services at scale in support of our mission of moving people, technology and governments forward. We are committed to the customers and communities we serve, which is at the core of our shareholder value creation strategy designed to define a better tomorrow as we help millions of people access the vital government services they need.

Healthy Core Business Endures in 2023 and Beyond

Our role as a leading strategic partner to governments across the globe means we can do incredible things in times of unprecedented need. During the COVID-19 pandemic, our government clients pivoted to providing immediate and temporary support to their citizens, meaning our results during this period were reflective of our vital role. Simultaneously, we completed several strategic acquisitions to bring us new organic growth platforms and support success for the future.

The conclusion of fiscal year 2023 reflected our enduring core business in a healthy state, with strong organic growth contributions from our U.S. Federal Services and U.S. Services segments. Full-year organic revenue growth was 7.1%, signed contract awards for the year was $6.1 billion, and contract backlog was a record $20.7 billion. U.S. Federal Services now accounts for two-thirds of our backlog — a significant shift from less than half of our backlog just two years ago. We are also reshaping our smallest segment, Outside of the U.S., to reduce volatility and deliver consistent profitability. Across the entire portfolio, we are confident in the essential nature of the services we provide to reduce volatility in our performance. In line with our commitment to grow the dividend with earnings over time and disciplined capital deployment, we increased our quarterly cash dividend to $0.30 per share starting in November 2023.

7.1%

$6.1B

$20.7B

Full-year organic revenue growth

Signed contract awards for

the year

Contract backlog was a record

Business Strategy Reflects Evolving Customer Needs

As part of our continued efforts to build shareholder value, we remain focused on executing against our three strategic pillars designed to support our growth within an addressable market of $150 billion in annual government spending:

Technology

Modernization

Future

of Health

Customer Services,

Digitally Enabled

With a strong pipeline of Federal agency IT modernization requirements, we have refined our strategic priorities to include a greater emphasis on cybersecurity and deepened our capabilities in Cloud-Enabled Services, Data Management, and Hyperautomation.

We are investing in technology-driven solutions, including care navigation, tele-assessments and independent quality assurance, to support our government customers in their response to growing trends of inequitable access to care and increasing needs for long-term services and supports against a backdrop of rising costs.

We saw incredible success of our award-winning mobile applications and program-specific portals in their ability to eliminate barriers, improve customer experience and advance equitable access to critical benefits such as Medicaid for tens of millions of Americans.

Talent Strategy Empowers Our Growth

Our employees are central to our continued success. We remain focused on providing an engaging and supportive work environment where our employees thrive and feel empowered to contribute their diverse perspectives and experiences to fuel innovative solutions for our clients and communities we serve.

This past year, 76% of employees who participated in our independently conducted employee engagement survey stated that they would recommend Maximus as a great place to work. We are proud of that result, but remain focused on continuing to elevate our employee care standard and providing opportunities for our employee development and growth. Evidence of this commitment is found in the investments we continued to make in fiscal year 2023, including a 5% increase in median wages for U.S. hourly employees, a 35% reduction in medical deductibles compared to fiscal year 2022 for our HSA plan, and the addition of a PPO plan to our health care options.

We are pleased with the results delivered by our refreshed strategy and feel confident in the continued success of Maximus as our talented teams advance technology-driven solutions that foster equitable access and eliminate barriers to government services, particularly for the most vulnerable communities around the world each day.

Sincerely,

Bruce L. Caswell

Chief Executive Officer and President

Notice of Annual Meeting
of Shareholders

The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Maximus, Inc. (“Maximus” or the “Company”) will be conducted online through a live webcast.

Meeting Details

Date

March 12, 2024

Time

11:00 a.m. ET

Location

www.virtualshareholdermeeting.com/MMS2024

Voting Matters


1			The election of eight Directors nominated by the Board of Directors of the Company to serve until the 2025 Annual Meeting of Shareholders.
2			The ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for our 2024 fiscal year.
3			An advisory vote to approve the compensation of the named executive officers.
4			A shareholder proposal regarding the commission of a third party assessment on the Company's commitment to freedom of association and collective bargaining rights.

The meeting will also include the transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date

Shareholders of record at the close of business on January 12, 2024, will be entitled to vote at the Annual Meeting or at any adjournment or postponement of the Annual Meeting.

Attendance

All shareholders are invited to attend the virtual meeting. In order to attend the virtual Annual Meeting, go to virtualshareholdermeeting.com/MMS2024 and enter the control number found on your proxy card, voting instruction form, or notice you previously received. If you are not eligible to participate in the meeting, you may listen to a webcast of the meeting by visiting virtualshareholdermeeting.com/MMS2024 and logging on as a guest. Guests will not be able to ask questions or vote at the meeting.

The Board of Directors of Maximus (“Board of Directors” or “Board”) is making this proxy statement, our Annual Report on Form 10-K for fiscal year 2023, and a form of proxy available to you in connection with the solicitation of proxies by the Board for use at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

Under Securities and Exchange Commission (“SEC”) rules, we have elected to furnish our proxy materials to shareholders over the Internet. We believe this will allow us to provide shareholders with the information they need while at the same time conserving natural resources and lowering the cost of printing and delivery. On or about January 24, 2024, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2024 proxy statement and 2023 annual report. The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials by mail.

By Order of the Board of Directors

John T. Martinez

Chief Legal Officer and Secretary

This proxy statement is dated January 24, 2024 and is first being furnished to shareholders on or about January 24, 2024.

Moving People Forward

We’ve experienced just how interconnected ― and easily disrupted ― our world can be. Through it all, Maximus rises to the challenge of making vital services available to the public and supporting the mission of our customers. We apply our deep operational expertise, technology innovation, and digitally enabled customer engagement in new ways ― and often at remarkable speed. We challenge assumptions, develop solutions, and are sought out by governments to solve complex problems.

But ultimately, what we do is improve people’s lives. And that is a testament to the ingenuity, commitment, and compassion everyone brings to their role at Maximus and the dedication they have to their program’s mission.

•We are connectors. We are the bridge between people and services. Championing our customers’ mission to deliver results for every person requesting services. We believe in closing the gaps between those who offer support and those who need it.

•We are innovators. We believe in the promise of technology and data to drive insights that make our services more customer-centric and impactful. Applying leading technologies to human problems with empathy and insight, we uncover opportunities to change lives.

•We are problem solvers. We partner with our customers to advance their critical missions. Applying deep domain expertise and enabling technologies, we transform and modernize government programs, making them more responsive, flexible, and secure.

Our values

As we look to the possibilities and challenges of the future, we also look inward to assess and strengthen those qualities that make Maximus unique. Research, discussions, and surveys conducted across all of Maximus confirmed what we’ve long believed. At Maximus, we share an authentic desire to do something meaningful to help others succeed. This is the Maximus culture and the bedrock of our brand identity and values. It’s who we are.

Respect

Compassion

Innovation

Accountability

Collaboration

Customer Focus

FY23 Global Employee Engagement Survey

The 2023 Global Employee Engagement Survey (GEES) highlights our employees' positive perception of their roles and of the company. At Maximus, we proudly acknowledge our employees as the cornerstone of our success. Their commitment and dedication are the lifeblood that propels our mission forward, driving innovation in technology, healthcare, and government services. Our pledge is to offer an environment that not only encourages engagement but also fosters the enrichment and personal growth of every individual in our organization.


76% Engagement Index +3% vs 2022						Average percent favorable score of: •I am proud to work at the Company. •I feel a sense of belonging at the Company. •I feel motivated at work. •I would recommend the Company to others as a great place to work. •I intend to stay with the Company for at least another 12 months.


78% DEI Index +2% vs 2022						Average percent favorable score of: •Where I work, I feel heard when I speak or share. •I am satisfied with actions leadership has taken to build a diverse and inclusive work environment. •People are treated fairly at the Company regardless of differences in race, ethnicity, gender, age, religion, sexual orientation, etc. •My manager respects and actively encourages diversity, equity, inclusion within our team.


+20 eNPS +9 vs 2022						Employee Net Promoter Score (eNPS) is calculated by subtracting the percentage of Detractors (27% respondents selecting a score of 0-6) from the percentage of Promoters (47% respondents selecting a score of 9-10) to the question: •How likely is it that you would recommend the Company to a friend or colleague?

Table of Contents


Proxy Summary			1
Sustainability Highlights			8
Corporate Governance			10
PROPOSAL ONE – Election of Directors			20
PROPOSAL TWO – Ratification of the Appointment of Independent Registered Accounting Firm			31
Audit Information			33
Executive Compensatio n Discussion and Analysis			36
Pay for Performance Disclosure			70
Certain Relationships and Related Person Transactions			75
PROPOSAL THREE – Advisory Vote to Approve the Compensation of the Named Executive Officers			76
PROPOSAL FOUR – Shareholder Proposal Regarding Commission of a Third Party Assessment on Company's Commitment to Freedom of Association and Collective Bargaining Rights			79
General Information About Voting			89
Shareholder Proposals For Our 2025 Annual Meeting of Shareholders			92
Other Materials			93

Proxy Summary

The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement.

Meeting Details

Date

March 12th, 2024

Time

11:00 A.M. EDT

Location

www.virtualshareholdermeeting.com/MMS2024

Ways to Vote

Your vote is important.

Whether or not you plan to attend, we encourage you to vote promptly. There are several ways that you can cast your ballot:

Via the Internet

Go to proxyvote.com

In Person/Virtually

Attend the virtual Annual Meeting

By Telephone

(+1) 800-586-1548

(toll-free)

(+1) 303-562-9288

(international)

By Mail

Sign, date, and return your proxy card in the enclosed envelope

Voting Recommendations


Proposal		Board's Voting Recommendation	Page Reference

1	The election of eight Directors nominated by the Board of Directors of the Company to serve until the 2025 Annual Meeting of Shareholders.	FOR each nominee	20
2	The ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for our 2024 fiscal year.	FOR	31
3	An advisory vote to approve the compensation of the named executive officers.	FOR	76
4	A shareholder proposal regarding the commission of a third party assessment on the Company's commitment to freedom of association and collective bargaining rights.	AGAINST	79


			MAXIMUS 2024 PROXY STATEMENT			1


PROXY SUMMARY			Table of Contents

Fiscal Year 2023 Company Highlights

39,600+

McLean

Employees worldwide

Countries we serve1

Headquarters are located in McLean, Virginia


$4,905M
FY23 Revenue

n U.S. Services

n U.S. Federal Services

n Outside the U.S.

n Program Operations

n Clinical Services

n Employment & Other

n Technology Solutions

5.9%

8.0%

$3.83

$224M

Increase in revenue from $4.63B in fiscal year 2022

Adjusted operating margin2

Adjusted diluted earnings per share2

Free cash flow2

1.As of September 30, 2023, we operated in nine countries. In Q1 fiscal year 2024, we divested a portion of our workforce services in the Outside the U.S. segment. As a result of the divestiture, we now operate in seven countries.

2.Adjusted earnings metrics and free cash flow are non-GAAP terms. A summary of our use of non-GAAP numbers as well as a description of how we calculate them, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2023, and filed with the SEC on November 16, 2023.


2			MAXIMUS 2024 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Strategy for Growth

Today’s rapidly changing world demands that governments have the capacity and flexibility to respond to the growing expectations of the people they serve. Maximus makes it easier for people to access public services more easily and equitably. As a leader in the ability to translate health and human services public policy into outcomes-based operating models, we provide transformative technology services, digitally enabled customer experiences, and clinical health services that change lives.

The three pillars of our strategy are supported by significant and growing addressable markets, the capabilities we bring to our mission of “moving people forward,” and our ability to deliver on customer priorities with differentiation and sustainable competitive advantage. With the relentless pace of technology, what was considered cutting edge two years ago is becoming table stakes. As the market moves, we are investing in anticipation of evolving customer needs.

SEC Form DEF 14A filed by Maximus Inc.