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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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MAXIMUS Inc.
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Making a Difference
When it Matters Most.

Maximus helps millions of people access the government services they need. We make complex programs more accessible and easier to use and understand — including for some of the most vulnerable and underserved communities.
Maximus appreciates that every interaction with a government service in which we are involved reflects on our design process – whether citizens are using digital channels for information about a health and human services public program offering, using an app to enroll in Medicaid, or visiting an agency office for sustainable and impactful employment services.
We understand how challenging public programs can be. It is our sole focus. We proudly design, develop, and deliver innovative and impactful health and human services programs to ensure these challenges do not create barriers to access of these life and community-changing services.

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Company Performance
and Highlights

Highlights for fiscal year 2021 include:

Our revenue increased 22.9% to $4.25 billion compared to $3.46 billion reported for fiscal year 2020, driven by approximately $1.1 billion of COVID-19 response work and $322.7 million of revenue contributions from the Attain, LLC (since renamed Maximus Federal Consulting, LLC) and Veterans Evaluation Services (VES) acquisitions, partially offset by the completed Census contract.
9.6%
Operating margin

8.3% for the prior year

$4.67
Diluted earnings per share

$44.4M
Amortization of intangible assets

or $0.52 diluted earnings per share

Excluding amortization of intangible assets, operating income margin and diluted earnings per share would be 10.6% and $5.19, respectively.2
~$517M
Cash flow from operations

~$481M
Free cash flow1

Strong cash flows for fiscal 2021 resulted from a decrease in investment in working capital and improved earnings as compared to fiscal year 2020.
3
Acquisitions completed in fiscal year 21 which help evolve our strategy and mature our portfolio while remaining true to our core business:

1
“Free cash flow” is a non-GAAP term. A description of how we calculate free cash flow, as well as a summary of our use of non-GAAP numbers, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2021, and filed with the SEC on November 18, 2021.
2
Adjusting operating income and diluted earnings per share for the effect of amortization of intangible assets results in non-GAAP numbers. A description of how we calculated these numbers, as well as a summary of our use of these non-GAAP numbers, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2021, and filed with the SEC on November 18, 2021.
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Letter From the Board of Directors
January 26, 2022
Dear Fellow Shareholders,
I am proud to address my first letter to you as Chair of the Maximus Board of Directors. It is my great honor to succeed Peter Pond, who has been pivotal in the transformation of Maximus into the leading health and human services provider for government that it is today. Over Peter’s board tenure, Maximus expanded into nine countries, completed numerous strategic acquisitions, and grew to approximately 35,000 employees. We are all grateful for his vision, leadership, and dedication to Maximus.
Thanks to the strong independent leadership by our CEO and diverse Board of Directors, our good corporate governance structures, and our robust culture, Maximus has overcome the unique challenges of the past two years and emerged a stronger company. In this time, Maximus has completed several acquisitions, realized several large wins, and transitioned leadership in our U.S. Federal Segment and our Chief Financial Officer positions. We see our underlying organic growth improving and our recent acquisitions are performing well.
We listened to you, our shareholders, and updated the Nominating and Governance Committee Charter to include direct oversight of political and government relations expenditures and climate-related risks and opportunities as part of our Environmental, Social, and Governance (ESG) oversight. That change complements our other strong governance features, including our independent board chair and majority voting for the election of directors. In 2020, we amended our charter to enable annual director elections, which will be fully transitioned in 2023. In addition, our board remains small and is steadily refreshed, not over-boarded, and includes exceptionally capable and passionate directors, 37.5% of whom self-identify as a woman and 25% of whom self-identify as racially and/or ethnically diverse.
In fiscal year 2022, we look forward to continuing to implement our long-term growth strategy. We encourage you to read more about us in the pages that follow, ask for your voting support on the items we have put forward, and invite you to contact us via the means described in this proxy statement at any time. We thank you for your continuing interest in Maximus.
Sincerely,

John J. Haley
Chair of the Board
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Letter From The Chief Executive Officer
January 26, 2022

Dear Maximus Shareholders,
Our mission of Helping Government Serve the People® has guided our business for more than 45 years. This mission has never been more important as we help individuals and families connect to critical government programs, many of which were designated as “essential” services during the pandemic.
Diversity, Equity, and Inclusion at Maximus.
The Board of Directors, the leadership team, and I are committed to diversity, equity, and inclusion (DE&I) at Maximus. In support of our mission, over the past 18 months we have strengthened our DE&I leadership who have worked to develop and implement a comprehensive DE&I strategy for the Company. In 2021, we engaged a third-party to conduct an audit of all human resources (HR) policies and practices, including those relating to DE&I and racial equity. The findings of this audit have already informed our near-term DE&I commitments as part of a holistic human capital management approach.
Maximus has taken many steps in achieving our DE&I goals in 2021 as we:
• Initiated a two-year program to close any gender and racial/ethnicity
pay gap in the U.S.
• Incorporated new non-financial goals related to diversity and employee
engagement in our variable compensation plan for executives
• Provided, and continue to provide, dedicated unconscious bias training
to people managers across Maximus
• Chartered the first of several planned Employee Resource Groups (ERGs) to enhance engagement and provide a forum for achieving DE&I goals while increasing community and belonging
• Grew our DE&I team
Further, the Board’s Corporate Governance Guidelines affirm that the Nominating and Governance Committee, acting on behalf of the Board, is committed to actively seeking women and underrepresented candidates for the pool from which director candidates are selected.
We fully understand that we must continue to focus on DE&I through our actions on a daily basis.
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Ongoing opportunities and challenges for the business as a result of the pandemic.
The tireless work of our team this past year resulted in many new contracts and opportunities, including approximately $1.1 billion of COVID response work to help governments respond to the pandemic. Our ability to respond quickly and effectively for our clients has provided the proof points and enhanced our relationships now driving additional ongoing new work opportunities such as unemployment insurance program support services for several states beyond the pandemic. Indeed, as the pandemic becomes more endemic in nature and health systems, governments, employers, and citizens adjust, Maximus will continue to be a partner of choice in the delivery of critical citizen services. In a time of unprecedented challenges, we are grateful to have earned the opportunity to provide needed assistance. While this work was generally planned to be shorter-term in nature, we remain responsive as the needs of our customers continue to evolve.
During this uncertain time, we provided thousands of online learning resources and tools to support the ongoing training and development of our employees. We continue to operate in a hybrid environment, recognizing that some employees are required to be onsite due to customer requirements. We are implementing new ways of working that put us in an even better position over the long-term to attract the necessary talent for our business. We also recently launched our Employee Assistance Fund, providing critical financial assistance to employees facing unforeseen hardships. I thank our employees for their dedication, commitment and resilience throughout
this year.
Continuing to implement our long-term strategy.
I’m pleased that our execution on our three-pronged strategy of expanding our clinical business, driving digital transformation for our customers and the citizens we serve, and expanding to adjacent markets has successfully led to balanced organic and inorganic growth since I became CEO. Our execution has set the table for future organic growth in our expanded core and new adjacent markets.
• Digital Transformation: Beyond our award-winning citizen experience (CX) applications and successful automation initiatives, this year we advanced our strategy through our Attain Federal acquisition. This combination brought highly desirable digital and technical capabilities to Maximus in areas including
DevSecOps, AI, high-performance computing, and the data sciences.
• Clinical Evolution: We are expanding our clinical-related services, including assessments, occupational health and independent medical review services, and complicated benefits appeals, supported by our network of healthcare professionals. With the formation of Maximus Public Health (MPH), we are able to serve as a
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resource to governments as they respond to public health threats. Our VES acquisition furthers our clinical
strategy through an expansive clinical network serving the Department of Veterans Affairs.
• Market Expansion: In fiscal year 2021, our Attain and VES acquisitions expanded our presence in the U.S. Federal market with new customer relationships in key departments and agencies. Organically, we expanded our clinical assessments supporting Medicaid long term care decisions and began serving more than a dozen
new state unemployment insurance program clients.
We have concurrently kicked-off a 3-to-5-year strategy refresh initiative with participation from across the business.
We look to 2022 to be a year of incremental growth as we continue to work with our government clients to effectively respond to the extraordinary needs of their citizens in what will hopefully be the wake of the pandemic. Addressing program demands as services suspended during the pandemic return to normal operation, from student loan servicing to Medicaid eligibility, will be a key focus in 2022.
Finally, I want to welcome David Mutryn as our new Chief Financial Officer. David joined Maximus in 2016 as Global Corporate Controller and transitioned to Senior Vice President of Finance in 2020. David is an exceptional addition to the senior management team as we look towards the next phase of our transformation efforts and growth.
We welcome the opportunity that our annual meeting gives us to receive your feedback. We ask for your voting support and encourage you to provide us input anytime throughout the year.
Sincerely,

Bruce L. Caswell
Chief Executive Officer and President
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Notice of Annual Meeting of Shareholders
The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Maximus, Inc. (“Maximus” or the “Company”) will be conducted online through a live webcast.



Online at:
virtualshareholdermeeting.com/MMS2022
Proposal
Description
Board’s Voting
Recommendation
Page
Reference
1
The election of two Class I Directors and three Class III Directors nominated by the Board of Directors of the Company to serve until the 2023 Annual Meeting of Shareholders.

FOR each nominee
2
The ratification of the appointment of Ernst & Young LLP as our independent registered accounting firm for our 2022 fiscal year.

3
An advisory vote to approve the compensation of the named executive officers.

4
A shareholder proposal pertaining to a third-party racial equity audit.

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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 14, 2022 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/MMS2022 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/MMS2022 and logging on as guest. Guests will not be able to ask questions or vote at the meeting.
How 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
 

By Mail
Go to proxyvote.com
 
Sign, date, and return your proxy card in the enclosed envelope

By Telephone
 

In Person, Virtually
(+1) 800-690-6903 (toll-free)
 
Attend the virtual Annual Meeting
Materials:
The Board of Directors of Maximus (“Board of Directors” or “Board”) is making this proxy statement, our 2021 annual report on Form 10-K, and a form of proxy available to you in connection with the solicitation of proxies by the Board for use at the 2022 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 26, 2022, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our 2021 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
 
 
 
By:

 
 
 
David R. Francis
 
General Counsel and Secretary
 
This proxy statement is dated January 26, 2022 and is first being furnished to shareholders on or about January 26, 2022.
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 Maximus at a Glance

Who is Maximus?
We are a global company with approximately 35,000 employees dedicated to helping governments on four continents administer their health and human services programs. We are instrumental in helping people who need governmental support get it. Health and human services support is core to peoples’ lives, and the demand for our provision of these services is driven by:
• Aging populations with complex healthcare needs

• Rising living standards in emerging markets creating
     new demands for our services

• Growing complexity of programs, such as evolving
    eligibility requirements

• The creation of new programs and initiatives such
    as long-term services and support

• Increased appetite for outsourcing due to flexibility,
    scalability, and accountability
• Our strong reputation and long-term relationships
     with clients which enable us to:

  − Win long-term contracts

  − Achieve high renewal rates

  − Provide additional services to supplement our
    core services

  − Deliver strong and steady margins

  − Grow organically and through acquisitions
Maximus operates in a sector with relatively few environmental and social-issue risks but many opportunities, particularly ones that enable us to improve the quality of citizens’ lives as we:
Run programs that connect people with disabilities and long-term health conditions to sustainable, long-term employment
Help people, including many of society’s most vulnerable populations, access, connect to, and use government benefit programs
Our employees make it possible for us to support individuals and families around the globe. In support of their work, we provide meaningful opportunities for our employees as we:
Provide core benefits that help bring employees peace of mind and financial stability should the unexpected occur, with some of those benefits covered at 100% by Maximus
Offer ongoing education and advancement opportunities via our Center for Employee Development and Maximus University
Enhanced our 401(k) retirement plan effective January 1, 2022 with a 100% company match up to the first 3% contributed and a 50% company match for an additional 2% contributed, a full percentage total increase from 2021
Provide prescription drug coverage, which includes free generic drugs for chronic conditions
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Our employee value proposition (EVP) illustrates who we are, what our employees bring to our community, and what the Company provides our employees in return. It starts with our rallying cry, “Doing Something Greater,” that unites our EVP pillars. Our four pillars are the foundations of our EVP and embody what it means to work at Maximus.

What was new with us in 2021?
Highlights for fiscal year 2021 include:
Awarded two contracts at the Internal Revenue Services (IRS) for modernization and support worth $151 million
Completed multiple acquisitions furthering our long-term strategy
Maximus UK secured major contracts with the U.K. Restart Programme delivering employment and training support
Supported multiple states with vaccine distribution
Assisted multiple states with unemployment insurance surge support
Served the Centers for Disease Control and Prevention (CDC) to expand coverage of CDC-INFO hotline and manage volume surge
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Mergers and acquisitions (M&A) remain a priority for us. To supplement our core business, we have an active program to identify potential strategic acquisitions to enable long-term, sustainable, organic growth by continuing to build scale, enhance our clinical and digital capabilities, and extend into new market areas. As we evaluate potential acquisitions to move forward in a strategic and thoughtful way, we are mindful that acquisitions must create long-term shareholder value. Our recent acquisitions further our progress on our long-term strategy.
In March 2021, we acquired the federal business of Attain, LLC (Attain) and have since renamed it Maximus Federal Consulting. The additional capabilities from Attain Federal meaningfully expand our technology consulting and growing systems integration skills, increasing our ability to address the most pressing information technology (IT) needs of our federal clients while providing internal opportunities to improve the quality and efficiency of our business process services operations. Attain Federal is delivering on complex program challenges for key clients, while gaining the ability to bid on larger opportunities through newly available contract vehicles.
In May 2021, we acquired VES, a leading provider of Medical Disability Examinations for the Department of Veterans Affairs (VA). This acquisition accelerates our clinical evolution to meet long-term demand for BPS with a clinical dimension. Prior to the VES acquisition, approximately 15% of our work was clinical in nature whereas it now accounts for approximately 25% of our portfolio.
Connect Assist, a market leading provider of citizen engagement centers and digital services, joined Maximus U.K. This combination strengthens our program administration capabilities and enables our expansion into adjacent markets as we previously lacked contact center capabilities in-country, a prerequisite for many government procurements. Maximus now employs more than 4,500 people in the U.K., including approximately 1,400 healthcare professionals across more than 270 locations, serving as one of the largest providers of employment, health, and disability support program administration in the country.
Additionally, on October 6, we closed on a contract novation to begin servicing student loans on behalf of the Department of Education Federal Student Aid (FSA), under the new brand name, Aidvantage. As a long-term partner and provider of consumer engagement services to government, Maximus will focus on the end-to-end borrower experience and help fulfill FSA’s mission, while remaining independent and conflict-free as we do not and will never provide loan origination, consolidation, or collection services.
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Environment, Social, and Governance (ESG) Highlights

Governance Highlights
Amended our Articles of Incorporation in 2020 to provide for the annual election of all directors
Expanded responsibility of our Nominating and Governance Committee to include oversight of climate-related financial risks in addition to ESG and government relations
Board Chair is independent and each of our four (4) board committees are chaired by an independent director
Directors are not permitted to hedge their Maximus securities or to pledge their Maximus securities as collateral for a loan
Ongoing Board refreshment with new Directors added in 2016, 2018, 2019, and 2020

Oversight
Our Board of Directors provides leadership and oversight with respect to ESG issues and practices. The Nominating and Governance Committee has formal oversight of ESG matters. It receives reports from management on a quarterly basis and the full Board regularly receives reports from the Committee and management.
Members of the Maximus Board of Directors have expertise on key ESG issues including regulatory trends, cybersecurity, community investment, talent attraction and retention, DE&I, and climate change.
The Vice President, ESG leads the strategy and implementation, supported by the Global ESG Steering Committee, and overseen by the Chief Financial Officer.

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Social
Advanced commitments to DE&I:
− Hired DE&I leadership who have worked to develop and implement a comprehensive DE&I strategy
− Engaged a third-party to conduct an audit of all human resources (HR) policies and practices, including those relating to DE&I and racial equity
− Initiated a two-year program to intentionally close any gender and racial/ethnicity pay gap in the U.S.
− Incorporated new non-financial goals and strategic objectives for management in our executive compensation program to include diversity and engagement target achievements weighted at 15% collectively
− Provided dedicated unconscious bias training to people managers across Maximus
Secured external DE&I recognition
− Forbes 2021 America’s Best Employer for Diversity
− Military Times Best for Vets: Employers 2020
− Ranked #3 in Washington Business Journal’s “Corporate Diversity Index” for Large Companies in Greater D.C.
− Champion of Disability Employer by Virginia Department of Aging and Rehabilitation Services
− 2021 WashingtonExec Nomination for our DE&I Leader for Diversity, Equity, and Inclusion Executive of the Year
− Recognized as Australia Employer of Choice and Australia Inclusive Employer
Maximus UK accredited as a Living Wage employer, one of the first government services providers to secure the accreditation
Launched Employee Assistance Fund, offering financial assistance to U.S. employees when the unexpected happens
Contributed $1.2M to nonprofit organizations through Maximus Foundation grant program
Environment
Continued our greenhouse gas emissions disclosure efforts
Maximus UK business committed to becoming carbon positive by 2030
Introduced our recycling measurement program to better understand our impact, resulting more than 40,000 lbs of paper recycled in the first five months
For more details regarding our social and environmental programs, see the “Our Company” section of this proxy statement, and our ESG report available at investor.maximus.com/ESG.
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Our Board of Directors
PROPOSAL 1 — ELECTION OF DIRECTORS
The Maximus Board of Directors takes seriously the opportunity that you, our shareholders, have to cast votes to elect or re-elect us each year.
In providing its services, the Company balances many interests, including:
maintaining long-term customer relationships while steadily seeking new business opportunities
recruiting and retaining best-in-class human capital, complemented with leading technology
managing an enterprise-wide risk strategy while being willing to consider innovative opportunities
supplementing and supporting governmental entities
maintaining sustainable, long-term strategies while being able to pivot quickly when needed
supporting management, while also holding them accountable
To balance these interests effectively, the Board composition must reflect:
newly appointed members with fresh ideas as well as members with meaningful tenure
mid-career and later-career members
directors with operational, financial, human resources, and governmental expertise on a global scale
a diverse array of backgrounds, skills, and experiences
Our biographies, which follow, reflect our commitment to these characteristics.
More broadly, in the material that follows, we share with you important information about your Board, including information on:
who we are
how we are selected
how we are elected
how we are governed
how we are organized
how we are paid
how to communicate with us
Our board refreshment efforts continued in 2021. Peter Pond retired from the Board and John Haley was appointed Chair. Anne Altman was appointed a joint Vice Chair to share the role with Rich Montoni. John Haley brings expertise around human resources, ESG, and employee compensation with a historical understanding of the unique aspects of Maximus business needs in these areas. In addition, at the 2020 Annual Meeting we recommended, and our shareholders approved, a proposal to amend our Articles of Incorporation to provide for the annual election of all directors following a phase-in period. This year, our Class I and Class III directors are up for election to a one-year term.
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Who We Are
Biographical Information of Directors and Nominees
The following presents biographical information about the nominees and current directors whose terms of office will continue after the Annual Meeting. As part of the information below, we have included a brief description of the experience, qualifications, attributes, and skills that led to the conclusion that each director should serve on the Board. Information about the number of shares of common stock beneficially owned by each nominee and director, directly or indirectly, as of January 14, 2022, appears below under “Security Ownership - Security Ownership of Management.”
Nominees for Class I Director (terms expiring in 2023)

Anne K. Altman
Age 62
Director Since: 2016
Vice Chair Since: 2021
Chair of the Nominating and Governance Committee Since: 2018
Chair of the Technology Committee Since: 2018
Member of the Compensation Committee
Why she is valuable to Maximus:
Ms. Altman’s qualifications and skills include her experience with public sector clients and the IT industry including security, analytics, cognitive, digital, commerce, and cloud capabilities. She provides expertise around ESG and responsible stewardship.

Career Snapshot:
Ms. Altman retired from IBM in 2016 having served since 2013 as the company’s General Manager for U.S. Federal and Government Industries. Previously she served as General Manager for IBM’s Global Public Sector with responsibilities for global government— national, regional, and local—as well as education, healthcare, and life sciences. Ms. Altman joined IBM in 1981 as a systems engineer and held a number of roles with increasing responsibility in areas pertaining to government and technology.
Education:
• B.S., George Mason University

More:
• Director, SPX FLOW, Inc.
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John J. Haley
Age 72
Chair Since: 2021
Director Since: 2020
Chair of the Compensation Committee Since: 2021
Member of the Nominating and Governance Committee
Member of the Technology Committee
Prior Tenure: 2002–2019
Why he is valuable to Maximus:
Mr. Haley’s qualifications and skills include his experience as the Chief Executive Officer and Chair of a large, global publicly-traded consulting firm together with his knowledge of finance and human resources matters as well as his public company directorship experience. Mr. Haley has been instrumental in listening to feedback from Maximus shareholders and embracing a forward-looking view on ESG matters. He has been a champion of the board refreshment strategy and provides human resources expertise.

Career Snapshot:
John J. Haley served as one of our directors from 2002 to January 2019 and then rejoined the Board in March 2020. In 2021, he was elected to serve as Chair following Peter Pond’s retirement. From 2016 until his retirement at the end of 2021, Mr. Haley served as the Chief Executive Officer of Willis Towers Watson, an insurance broker and human resources and employee benefits consulting firm formed through the merger of Willis Group Holdings Public Limited Company and Towers Watson & Co. From 2010 until 2016, Mr. Haley served as the Chief Executive Officer and Chair of the Board of Towers Watson & Co. Previously he served as President and Chief Executive Officer of Watson Wyatt Worldwide, Inc. from 1999 until its merger with Towers Perrin, Forster & Crosby, Inc. in 2010. Mr. Haley joined Watson Wyatt in 1977. Mr. Haley is a Fellow of the Society of Actuaries and is a co-author of Fundamentals of Private Pensions (University of Pennsylvania Press).
Education:
• A.B., Rutgers University

More:
• Past Director, Willis Towers Watson; role concluded December 31, 2021
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Who We Are
Nominees for Class III Directors (terms expiring in 2023)

Bruce L. Caswell
Age 56
Director Since: 2018
Why he is valuable to Maximus:
Mr. Caswell provides subject matter expertise in government policy and health and human services programs together with his detailed knowledge of the Company’s operations gained through his service as our Chief Executive Officer, President, and other senior leadership positions at the Company. The Board of Directors believes that it is important to have the Company’s chief executive also serve as a director.

Career Snapshot:
Mr. Caswell was appointed Chief Executive Officer of Maximus effective April 1, 2018. He was named President of Maximus in 2014, and prior to that served as the President of our Health Services Segment from 2007 through 2014. Before that he was President of Operations from 2005 to 2007 and President of our Human Services Group from 2004 to 2005. Previously, he worked at IBM Corporation for nine years, serving most recently as Vice President, State and Local Government and Education Industries for IBM Business Consulting Services.
Education:
• Masters, Public Policy,
   John F. Kennedy School
   of Government at
   Harvard University
• B.A., Economics, Haverford    College

More:
• Board of Directors, Wolf Trap    Foundation for the Performing    Arts, a nonprofit organization

Richard A. Montoni
Age 70
Director Since: 2006
Vice Chair Since: 2018
Member of the Technology Committee
Why he is valuable to Maximus:
Mr. Montoni brings to Maximus audit and financial experience together with the detailed knowledge of the operations of the Company gained through his prior service as our Chief Executive Officer and in other senior leadership positions at the Company.

Career Snapshot:
Mr. Montoni served as Senior Advisor to the Chief Executive Officer of Maximus from April 1, 2018, to September 30, 2019. He was the Company’s Chief Executive Officer from 2006 to April 1, 2018. He also served as President from 2006 through 2014. Previously, Mr. Montoni served as our Chief Financial Officer and Treasurer from 2002 to 2006. Before his employment with Maximus, Mr. Montoni served as Chief Financial Officer and Executive Vice President for Managed Storage International, Inc. in Broomfield, Colorado from 2000 to 2001. From 1996 to 2000, he was Chief Financial Officer and Executive Vice President for CIBER, Inc. (CIBER), a New York Stock Exchange (NYSE)-listed company in Englewood, Colorado where he also served as a director until 2002. Before joining CIBER, he was an audit partner with KPMG LLP, where he worked for nearly 20 years.
Education:
• Masters, Accounting,
   Northeastern University
• B.S., Economics, Boston
   University
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Raymond B. Ruddy
Age 78
Director Since: 2004
Vice Chair: 2005 – 2018
Chair of the Audit Committee Since: 2018
Member of the Compensation Committee
Member of the Technology Committee
Prior Tenure: 1985 - 2001
Why he is valuable to Maximus:
Mr. Ruddy’s qualifications and skills include, among other things, his consulting and financial experience as well as his knowledge of government programs and our business from his prior service with the Company.

Career Snapshot:
Mr. Ruddy retired from Maximus in 2001. Before his retirement Mr. Ruddy served as the Chair of the Board of Directors from 1985 to 2001 and President of our Consulting Group from 1989 to 2000. From 1969 until he joined us, Mr. Ruddy served in various capacities with Touche Ross & Co., including Associate National Director of Consulting from 1982 to 1984 and Director of Management Consulting (Boston, Massachusetts office) from 1978 to 1983.
Education:
• MBA, Wharton School of
   Business of the University of
   Pennsylvania
• B.S., Economics, Holy Cross
   College
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE FIVE NOMINEES SET FORTH ABOVE.
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Who We Are
Continuing Class II Directors (terms expiring in 2023)

Jan D. Madsen
Age 58
Director Since: 2020
Member of the Audit Committee
Member of the Nominating and Governance Committee
Why she is valuable to Maximus:
Ms. Madsen brings finance, accounting, mergers and acquisitions, and operations expertise gained through her current and prior positions in higher education and international, publicly traded technology-based business services organizations.

Career Snapshot:
Ms. Madsen is a Certified Public Accountant with over fifteen years of experience in global public company senior finance and operations roles, most recently as the Chief Financial Officer of West Corporation. West Corporation, recently rebranded as Intrado, operates in 28 countries, serving Fortune 100 and other business clients with technology-based services, focused on communications, safety and health, and wellness. Ms. Madsen was responsible for global financial operations, including internal audit, public reporting, and treasury, managing over $4 billion in debt. She was also instrumental in significant strategic initiatives, including a secondary equity offering, debt, and tax restructuring, and taking the company private in a sale to Apollo in 2017. Prior to Intrado, Ms. Madsen held various finance and operating roles at First Data Corporation (First Data), including segment chief financial officer and senior vice president of six sigma quality, earning her certifications in six sigma process improvement methodologies. Prior to her role at First Data, she was a manager at an international public accounting firm. Ms. Madsen currently serves as the Executive Vice President of Creighton University, overseeing operations including finance, IT, human resources, communications and marketing, facilities, internal audit, and continuous improvement.
Education:
• B.S.B.A., University of
   Nebraska - Lincoln

More:
• Certified Public Accountant
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Gayathri Rajan
Age 54
Director Since: 2016
Member of the Technology Committee
Why she is valuable to Maximus:
Ms. Rajan brings to Maximus cutting-edge IT expertise that has been used to build secure, scalable financial platforms and innovative consumer-centric products. 
Career Snapshot:
Ms. Rajan is General Manager and Vice President of Geo-Enterprises at Google. She joined Google in 2006 and has served in roles of increasing responsibility leading product development for the Internet of Things, Commerce and Payments. From 2016 to 2018 she was Vice President of Product Management for Geo Monetization, and from 2014 to 2016 she was Vice President of Product Management for Android Things. Prior to that, Ms. Rajan held engineering and product management roles at Financial Engines, eCal Corp, and The Vanguard Group.
Education:
• MBA Stanford University
• MSc Computer Science,
   University of Pennsylvania
• B.A. and M. Eng,
   Chemical Engineering,
   Cambridge University

More:
• Commonwealth Scholar

Michael J. Warren
Age 54
Director Since: 2019
Member of the Audit Committee
Member of the Compensation Committee
Member of the Nominating and Governance Committee
Member of the Technology Committee
Why he is valuable to Maximus:
Mr. Warren brings familiarity with government programs and operations and investment, strategic planning and financial expertise gained through his service on other boards and his current and prior positions in government and private industry.

Career Snapshot:
Mr. Warren is the Managing Director of Albright Stonebridge Group (ASG). He served as ASG’s Managing Principal from 2013 to 2017 and as Principal from 2009 to 2013. Prior to his time at ASG, he served as the Chief Operating Officer and Chief Financial Officer of Stonebridge International from 2004 to 2009, where he managed operations, business development, finance, and personnel portfolios before the firm’s merger with The Albright Group. Mr. Warren served in various capacities in the Obama Administration, including as Senior Advisor in the White House Presidential Personnel Office and as co-lead for the Treasury and Federal Reserve agency review teams of the Obama-Biden Presidential Transition.
Education:
• B.A., Yale University
• B.A., Balliol College,
   University of Oxford

More:
• Rhodes Scholar
• Board of Trustees, District of
   Columbia Retirement Board
   Board of Directors and
   Chair of the Audit
   Committee, Overseas Private
   Investment Corporation
   (OPIC)
• Board of Trustees and of the
   Risk and Audit Committees,
   Commonfund
• Yale University Council and
   Yale School of Management
   Board of Advisors
• Director, Walker & Dunlop, Inc.
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Skills Matrix
Our Board seeks diverse representation in terms of age, length of service, expertise, gender, orientation, and race/ethnicity. The Board and the Nominating and Governance Committee assess the appropriate mix of skills, qualifications, and characteristics when looking for new directors and nominating current directors in conjunction with the needs of the Company as it continues to evolve.
In our business, such evolution requires that we closely follow the changing policy priorities of governments, how governments contract for services to address these priorities, how technology reshapes what can be done in a more efficient manner and with what risks and benefits, how demographics and other global forces change our customers’ needs and opportunities, etc. As such, our skills matrix will continue to be reviewed regularly and will evolve under the guidance of the Nominating and Governance Committee.
The information below summarizes some of the attributes, experiences, skills, background, and diversity of our Board members and nominees. This is a high-level overview and does not encompass all of the contributions offered by our directors.
Key Qualifications
Key Qualifications
Relevance to Maximus

Additional CEO/CFO, Public Board and/or NEO Experience
Experience in this environment outside of Maximus offers insight into the need for integrity and transparency, provides practical experience in risk management at the operational and enterprise level, and contributes seasoned views on issues from strategy to succession.

Innovation and Technology Expertise
Technology and innovation drive our business forward, deepen our relationships with clients, differentiate our solutions, and ensure we provide more efficient and cost-effective services.

International Expertise
With global operations, understanding of international environments, geo-political risk, and foreign government structure and operations is critical.

Financial Acumen
Our business involves complex financial and disclosure requirements; skills include financial literacy and expertise in accounting and financial statements.

M&A Experience
M&A experience ensures a focus on shareholder value creation, provides insight to the due diligence process to ensure strategic decisions are made, and offers best practices for seamless integration.

Risk, Privacy, Data Security Management Expertise
Within our highly regulated environment, understanding the policies and procedural requirements to best manage compliance and risk is essential.

Government Services Experience
Our business is in a unique environment as a government services provider and knowledge of the regulatory and procurement environment is of utmost value, particularly as governments implement outcome-based services to drive value for money and ensure accountability.

Industry Health and Human Services Qualifications
Within the government services environment, Maximus delivers health and human services BPS and, therefore, benefits from expertise in delivering programs and the impacts of policies on the individuals and families we serve on behalf of government.

Human Resources
With a diverse global workforce, our Company benefits from Board level HR expertise, which guides strategic HR initiatives, enables stronger diversity, equity, and inclusion management, and provides for positive labor relations.

Independence
Independence enables directors to provide unbiased oversight with no material relationship to the Company.
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Board Member
Additional
CEO/CFO,
Public
Board
and/or
NEO
Experience
Innovation
and
Technology
Expertise
International
Expertise
Financial
Acumen
M&A
Experience
Risk,
Privacy,
Data
Security
Management
Expertise
Independence
Government
Services
Experience
Industry
Health
and
Human
Services
Human
Resources
Anne Altman
+
+
+
+
+
+
+
+
+
Bruce Caswell
+
+
+
+
+
+
+
John Haley
+
+
+
+
+
+
+
+
Jan Madsen
+
+
+
+
+
+
+
+
Richard Montoni
+
+
+
+
+
+
+
+
Gayathri Rajan
+
+
+
+
Raymond Ruddy
+
+
+
+
+
+
Michael Warren
+
+
+
+
+
+
+
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How We Are Selected and Comprised
As a global company whose employees, customers, and stakeholders are very diverse, as well as being a company with strong hiring programs for diverse populations including people with disabilities and veterans, we have strong cultural, financial, and reputational reasons to seek a wide range of diverse attributes and skills when looking for board members. Our diversity programs, as well as our Board recruiting practices include, in addition to diversity of skills and experiences and backgrounds, all protected classes such as race/ethnicity, color, religion, sex (including pregnancy, gender and gender identity and sexual orientation), national origin, age, disability, veteran’s status, and genetic information. We are pleased that our efforts to embed best DE&I practices into our recruiting at all levels has resulted in a board of directors 50% of whom self-identify as a woman and/or a Person of Color.

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How We Are Elected
The Board of Directors currently consists of eight directors. Before an amendment in 2020, our articles of incorporation established three classes of directors with each class elected to successive three-year terms of office. In 2020, we proposed, and our shareholders approved, an amendment to the articles of incorporation whereby all directors would be elected annually following a phase-in period. Therefore, at the Annual Meeting, two Class I Directors and three Class III Directors will be elected to hold office for a one-year term expiring at the 2023 Annual Meeting of Shareholders or until their successors are elected and qualified. The Board has nominated John J. Haley and Anne K. Altman as Class I Directors and Bruce L. Caswell, Richard A. Montoni, and Raymond B. Ruddy as Class III Directors. Those nominees presently serve as our Class I and Class III directors. The current terms of the Class II Directors will end in 2023. Starting in 2023, all directors will be elected annually. If you sign and return your proxy card, the persons named as proxies in the proxy card will vote to elect those five nominees unless you mark your proxy card otherwise. You may not vote for a greater number of nominees than five. Each nominee has consented to being named in this proxy statement and to serve if elected. If for any reason a nominee should become unavailable for election prior to the Annual Meeting, the proxy holders may vote for the election of a substitute. We do not presently expect that any of the nominees will be unavailable.
Vote Required for the Election of Directors
The Company’s bylaws provide for majority voting in director elections. The Board of Directors also has adopted a Director Resignation Policy. Under that policy, each director nominee has submitted a written contingent resignation which will become effective only if (i) the director fails to receive the required number of votes for re-election as set forth in the Company’s bylaws and (ii) the Board of Directors accepts the resignation. The affirmative vote of a majority of the total number of votes cast with respect to that director’s election is required to re-elect each nominee to our Board. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of this matter.
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How We Are Governed
Board’s Role in Risk Oversight
The Board of Directors as a whole oversees the risk management of the Company. Senior members of the Company’s management team regularly report to the Board on operational and financial risks relating to the Company’s business, and about compliance with the Company’s policies and procedures and code of ethics. The Audit Committee oversees management of market and operational risks that could have a financial impact, such as those relating to internal controls and liquidity. The Nominating and Governance Committee manages the risks associated with governance issues, such as the independence and performance of the Board, and the Compensation Committee is responsible for managing the risks relating to the Company’s executive compensation and succession plans and policies. The Technology Committee assists the Board with oversight of the Company’s IT risks and strategic technology investments and the quality and effectiveness of the Company’s cyber-security policies and practices.
Management regularly reports to the Board or relevant committee on actions the Company is taking to manage the risks identified above. The Board and management periodically review, evaluate, and assess the risks relevant to the Company.
Corporate Governance Guidelines
The Board of Directors has adopted Guidelines for Corporate Governance that set forth the practices of the Board with respect to the function of the Board, management review and responsibility, Board composition, selection of directors, operation of the Board and meetings, committees of the Board, director responsibilities and tenure and evaluation of the Board and committees. The Guidelines are available on our Corporate Governance web page at investor.maximus.com/governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190. The information contained on our website is not a part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the SEC.
Director Independence
From time to time, Maximus and its subsidiaries may provide services to, and otherwise conduct business with, companies of which certain members of the Board or members of their immediate families are or were directors or officers. Under our Guidelines for Corporate Governance and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries. Our Guidelines for Corporate Governance define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies.
Our Guidelines for Corporate Governance require the Board to review the independence of all directors at least annually. In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.
The Board of Directors in its business judgment has determined that the following directors are independent as defined by NYSE listing standards: Anne K. Altman, John J. Haley, Jan D. Madsen, Gayathri Rajan, Raymond B. Ruddy, Michael J. Warren.
Code of Ethics
We have adopted a code of ethics that applies to all employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. That code, our Standards of Business Conduct and Ethics, can be found posted on our Corporate Governance web page at investor.maximus.com/governance. A printed copy is available, without charge, to any shareholder upon written request to
2022 Proxy Statement  27

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the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190. The Board regularly reviews our code of ethics, and any amendment or waiver of our code of ethics required to be disclosed under the Securities Exchange Act of 1934 (the “Exchange Act”) will be reflected on our Corporate Governance web page.
Director Attendance
Our Board expects that its members will prepare for, attend, and participate in all Board and applicable committee meetings. Our Board of Directors held eight meetings during fiscal year 2021. During our 2021 fiscal year, all of our directors attended at least 75% of the aggregate Board and applicable committee meetings.
We encourage members of the Board of Directors to attend our annual meetings. All eight of our directors attended our annual meeting in 2021.
Executive Sessions
Executive sessions where non-management directors meet on an informal basis are scheduled either at the beginning or at the end of each regularly scheduled Board meeting. John J. Haley, the independent, non-executive Chair of the Board has presided over our executive sessions since his appointment on September 14, 2021.
Self-Evaluation
The Nominating and Governance Committee leads the Board in an annual self-evaluation process that assesses the performance of the Board as a whole, the committees of the Board and the individual directors.
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How We Are Organized
Independent Board Chair
Maximus has maintained separate Chief Executive Officer and Chair of the Board positions since before the Company’s initial public offering in 1997. John J. Haley currently serves as our independent, non-executive Chair of the Board, and Peter B. Pond served in that role until his retirement in September 2021. Under our Guidelines for Corporate Governance, the Board will periodically evaluate the separation of the CEO and Chair positions in light of the Company’s governance objectives and relevant circumstances. We believe that the separation of those roles at this time is appropriate for us because it is a good corporate governance practice that promotes Board and director independence from the management team.
Committees of the Board
The standing committees of the Board of Directors are the Audit Committee, the Nominating and Governance Committee, the Compensation Committee, and the Technology Committee.
Audit Committee
The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management’s conduct of our financial reporting processes and audits of our financial statements. The Audit Committee specifically reviews the financial reports and other financial information provided by the Company, our disclosure controls and procedures and internal accounting and financial controls, the internal audit function, the legal compliance and ethics programs, and the annual independent audit process. The Audit Committee operates under a written charter adopted by the Board. The Audit Committee’s charter, as amended and currently in effect, is available on our Corporate Governance web page at investor.maximus.com/governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190.
The members of the Audit Committee are Raymond B. Ruddy (Chair), Jan D. Madsen, and Michael J. Warren, each of whom is independent as defined by applicable NYSE listing standards and SEC regulations governing the qualifications of audit committee members. The Board of Directors has determined that all of the committee members are financially literate as defined by the NYSE listing standards and that Mr. Ruddy qualifies as an audit committee financial expert as defined by regulations of the SEC.
The Audit Committee held four meetings during fiscal year 2021. For additional information regarding the Audit Committee, see “Audit Information - Report of the Audit Committee” below.
Nominating and Governance Committee
The purpose of the Nominating and Governance Committee is to identify, evaluate, and recommend candidates for membership on the Board of Directors, to establish and assure the effectiveness of the governance principles of the Board and the Company and to establish the compensation of our directors. The Nominating and Governance Committee is responsible for assessing the appropriate mix of skills, qualifications, and characteristics for the effective functioning of the Board in light of the needs of the Company. The committee considers, at a minimum, the following qualifications in recommending to the Board potential new directors, or the continued service of existing directors:
personal characteristics, such as the highest personal and professional ethics, integrity and values, an inquiring and independent mind, with a respect for the views of others, ability to work well with others and practical wisdom and mature judgment
broad, policy-making level experience in business, government, academia, or science to understand business problems and evaluate and formulate solutions
experience and expertise that is useful to the Company and complementary to the background and experience of other directors
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willingness and ability to devote the time necessary to carry out duties and responsibilities of directors and to be an active, objective, and constructive participant at meetings of the Board and its committees
commitment to serve on the Board over a period of several years to develop knowledge about the Company’s principal operations
willingness to represent the best interests of all shareholders and objectively evaluate management performance
diversity
As described above, diversity is one of several factors that the committee considers in evaluating director nominees. The Nominating and Governance Committee defines “diversity” in this context broadly to include diversity with respect to background, experience, viewpoints, skill, education, national origin, gender, race/ethnicity, age, orientation, culture, and organizations with which the individual may be affiliated.
The Nominating and Governance Committee will consider shareholder recommendations for candidates to serve on the Board of Directors and would evaluate any such candidate in the same manner described above. A shareholder entitled to vote for the election of directors may submit candidates for consideration by the committee if such shareholder gives timely written notice, in proper form, for each such recommended director nominee. If the notice is not timely and in proper form, the nominee will not be considered by the committee. To be timely for the 2023 Annual Meeting of Shareholders, the notice must be received within the time frame set forth in “Shareholder Proposals for Our 2023 Annual Meeting of Shareholders” below. To be in proper form, the notice must include each nominee’s written consent to be named as a nominee and to serve, if elected, and such other information as required under our bylaws. These requirements are more fully described in Article I, Section 6, of our bylaws, a copy of which will be provided, without charge, to any shareholder upon written request to the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190.
Under the process we use for selecting new Board candidates, the Chief Executive Officer, the Nominating and Governance Committee, or other Board members identify the need to add a new Board member with specific qualifications or to fill a vacancy on the Board. The Chair of the Nominating and Governance Committee will initiate a search, working with staff support and seeking input from Board members and senior management, hiring a search firm, if necessary, and considering any candidates recommended by shareholders. A determination is made as to whether Nominating and Governance Committee members or Board members have relationships with preferred candidates and can initiate contacts. The Chief Executive Officer and at least one member of the Nominating and Governance Committee interview prospective candidates. The Nominating and Governance Committee meets to conduct further interviews of prospective candidates, if necessary or appropriate, and to consider and recommend final candidates for approval by the full Board of Directors.
The Nominating and Governance Committee has oversight of the Company’s ESG initiatives. The Committee also oversees and receives reports at least quarterly on (1) compliance with U.S. laws and Company policies pertaining to political contributions, (2) political activities and contributions of the Maximus Political Action Committee, (3) significant lobbying priorities and related expenditures in the U.S. and (4) expenditures relating to the Company’s principal U.S. trade associations.
The Nominating and Governance Committee is comprised of Anne K. Altman (Chair), John J. Haley, Jan D. Madsen, and Michael J. Warren, each of whom is independent as defined by applicable NYSE listing standards. The Nominating and Governance Committee operates under a written charter adopted by the Board. The Nominating and Governance Committee’s charter, as amended and currently in effect, is available on our Corporate Governance web page at investor.maximus.com/governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190.
The Nominating and Governance Committee met five times during fiscal year 2021.
Compensation Committee
The Compensation Committee is responsible for reviewing, approving, and overseeing the administration of our compensation and benefit programs, evaluating their effectiveness in supporting our overall business objectives and ensuring an appropriate structure and process for management succession. Specifically, the committee is responsible for:
evaluating the performance and setting the compensation of the Chief Executive Officer and other members of senior management
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reviewing the Company’s compensation policies and practices
reviewing executive succession plans
reviewing our executive development programs, including the performance evaluation process and incentive compensation programs
The Chief Executive Officer provides the Compensation Committee with the financial and strategic performance accomplishments of the executive management team and recommends raises, bonuses and long-term equity awards for those executives (excluding himself). To assist in its efforts to meet the objectives outlined above, the Compensation Committee retained an independent consulting firm to advise it on executive compensation programs. The Committee may form subcommittees and delegate its authority under its charter to any subcommittee or other administrator, as appropriate.
The Compensation Committee operates under a written charter adopted by the Board. The Compensation Committee’s charter, as amended and currently in effect, is available on our Corporate Governance web page at investor.maximus.com/governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190.
The members of the Compensation Committee are John J. Haley (Chair), Anne K. Altman, Raymond B. Ruddy, and Michael J. Warren,, each of whom is independent as defined by applicable NYSE listing standards governing the qualifications of compensation committee members.
The Compensation Committee held five meetings during fiscal year 2021. For additional information regarding the committee, see “Compensation Committee Report” below.
Technology Committee
The Technology Committee assists the Board of Directors in fulfilling its responsibility to oversee the Company’s strategic IT investments and its risk management efforts pertaining to cyber-security. The Technology Committee meets regularly with our Chief Information Officer and our Chief Information Security Officer.
The Technology Committee operates under a written charter adopted by the Board. The Technology Committee’s charter, as amended and currently in effect, is available on our Corporate Governance web page at investor.maximus.com/governance. A printed copy is available, without charge, to any shareholder upon written request to the Secretary of the Company, whose address is Maximus, 1891 Metro Center Drive, Reston, Virginia 20190.
The members of the Technology Committee are Anne K. Altman (Chair), John J. Haley, Richard A. Montoni, Gayathri Rajan, Raymond B. Ruddy, and Michael J. Warren. The Technology Committee met four times during fiscal year 2021.
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Engaging with Shareholders
Maximus is committed to engaging directly with our shareholders to understand their views on various topics, including corporate governance and executive compensation. (See page 51 where we describe a broader range of engagement topics.)
Maximus, including members of our Board of Directors as appropriate, regularly meets with major shareholders on a wide range of topics including strategy, capital allocation, corporate governance, and executive compensation. In addition, the full Board receives and reviews reports on investor feedback and emerging governance issues, allowing our directors to better understand shareholder priorities and perspectives.
We actively consider shareholder feedback and, as warranted, take action. For example, we de-classified our Board of Directors and implemented anti-hedging and anti-pledging policies in light of shareholder input on these matters. Additionally, based on shareholder feedback, we have enhanced our proxy disclosure to include the Board Skills Matrix above.
We continue to work to further integrate ESG disclosures into our publicly available material and remain aligned with a variety of frameworks important to our shareholders.
Investor Engagement Program
We meet regularly with shareholders.




Members of senior management communicate with investors regarding votes at the Annual Meeting and other governance issues
Senior management and, as may be appropriate, a member of the Board, conduct calls with investors for input on a variety of stewardships and governance matters
Senior management continues to conduct engagement calls with investors
Senior management and, as may be appropriate, a member of the Board, conduct conversations with our investors in advance of the Annual Meeting to provide an opportunity for discussion of annual meeting matters
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How We Are Paid —
Director Compensation
Director Compensation Table
The table below summarizes the compensation paid to our non-employee directors in fiscal year 2021.

Director Compensation Fiscal Year 2021

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)(1)

Total ($)
Anne K. Altman(2)
150,000
180,015
330,015
John J. Haley(3)
0
300,026
300,026
Jan D. Madsen(4)
150,000
149,969
299,969
Richard A. Montoni(5)
335,000
0
335,000
Peter B. Pond
468,000
0
468,000
Gayathri Rajan(6)
150,000
149,969
299,969
Raymond B. Ruddy(7)
360,000
0
360,000
Michael J. Warren(8)
150,000
149,969
299,969
(1)
The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of RSU awards made on March 16, 2021, under our 2021 Omnibus Incentive Plan. For each of the RSU awards, the grant date fair value is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. The amounts shown disregard estimated forfeitures.
(2)
As of September 30, 2021, Ms. Altman held 2,073 RSUs.
(3)
As of September 30, 2021, Mr. Haley held 3,467 RSUs.
(4)
As of September 30, 2021, Ms. Madsen held 7,515 RSUs.
(5)
As of September 30, 2021, Mr. Montoni held 0 RSUs.
(6)
As of September 30, 2021, Ms. Rajan held 1,733 RSUs.
(7)
As of September 30, 2021, Mr. Ruddy held 189,477 RSUs.
(8)
As of September 30, 2021, Mr. Warren held 6,896 RSUs.
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Fees Payable to Non-Employee Directors
The director compensation for fiscal year 2021 as shown in the chart above was comprised of the following elements. Directors who are also Maximus employees do not receive additional compensation for their services as directors.
An annual retainer of $300,000 payable in restricted stock units (“RSUs”) or cash, with a minimum amount of $150,000 in RSUs prior to the effects of rounding, unless a director holds more than seven times the annual retainer in Company equity.
Ms. Altman received an additional $15,000 retainer for her services as the Chair of the Nominating and Governance Committee and an additional $15,000 for her services as Chair of the Technology Committee.
Mr. Montoni received an additional $35,000 for his services as Vice-Chair of the Board.
Mr. Pond received an additional $150,000 retainer for his services as Chair of the Board and a $18,000 retainer for his services as the Chair of the Compensation Committee.
Mr. Ruddy received a $25,000 retainer for his services as Chair of the Audit Committee and an additional $35,000 retainer, which is a continuation of the additional retainer he previously received for his services as Vice-Chair of the Board, which reflects the continuation of his leadership role on the Board and recognizes the additional time that he continues to spend on Company matters over and above his normal director duties.
RSU awards granted to our non-employee directors vest after one year; directors may elect to defer receipt of shares for their RSUs for a longer period up to termination of service on the Board of Directors.
We also permit our directors to participate in the medical and dental plans that we offer to our employees, although each director who elects to participate must pay the full cost of his or her own premiums in the plan. During fiscal year 2021, Mr. Montoni and Mr. Ruddy participated in portions of those plans.
Director Equity Ownership Requirements
Directors are required to hold equity in the Company equal to at least one and a half times their annual retainer. For these purposes, “equity” consists of shares owned directly by the director, the “in-the-money” value of vested stock options and any shares that would have been distributed to the director but for the director’s election to defer receipt of the shares for tax purposes. All of our directors met the ownership requirement as of the end of fiscal year 2021.
How To Communicate with Us
Communications with Directors
Our Board of Directors values input from a wide array of sources to inform its deliberations and decision-making. Since shareholders have a financial stake in the success of the Company and represent independent sources of information, the Board especially values shareholder questions and insights. The Board has therefore created a number of ways to obtain shareholder input including via participation at the annual meeting, use of the Company’s various reporting mechanisms including its hotline and audit functions, requests for individual director engagements, and use of the official communications mechanism described here.
Shareholders and other interested parties wishing to communicate with the Board of Directors, the non-employee directors, or any individual director (including any committee chair) may do so by sending a communication to the Board of Directors and/or a particular member of the Board of Directors, care of the Company Secretary at Maximus, 1891 Metro Center Drive, Reston, Virginia 20190. Depending upon the nature of the communication and to whom it is directed, the Company Secretary will: (a) forward the communication to the appropriate director or directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter).
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Our Company
Now that we have shared information about our Board of Directors with you, here is additional information about our Company. In this section, we provide information on:
Who We Are - Our Leadership
Who We Are - All of Us
How We Value and Support Our Human Capital
Recruiting
Education and Training
Benefits and Rewards
How We Support Our Communities
How We Protect the Planet
How We Use Compliance and Control Functions to Protect Our Company
How We Performed in 2021
How We are Looking Forward
Who We Are — Leadership
Our executive officers and their respective ages and positions as of the date of this proxy statement are as follows:
Name
Age
Position
Bruce L. Caswell
56
Chief Executive Officer, President and Director
Ilene R. Baylinson
65
General Manager, U.S. Services
David R. Francis
60
General Counsel and Secretary
Michelle F. Link
47
Chief Human Resources Officer
David Mutryn
40
​Chief Financial Officer and Treasurer
Teresa Weipert
67
General Manager, U.S. Federal Services
The following information sets forth biographical information for the executive officers for the past five years. Such information with respect to Bruce L. Caswell, the Company’s Chief Executive Officer and President, is set forth above in the “Proposal 1 - Election of Directors” section.
David Mutryn assumed the role of Chief Financial Officer and Treasurer effective December 1, 2021. Mr. Mutryn joined Maximus in 2016 as Global Corporate Controller and transitioned to Senior Vice President of Finance in 2020. Prior to Maximus, Mr. Mutryn was Vice President of Finance at CSRA, Inc. and held numerous financial leadership positions at SRA International, Inc. He holds an MBA from the Wharton School of the University of Pennsylvania, a B.S. from the University of Virginia’s McIntire School of Commerce and is a certified public accountant.
Ilene R. Baylinson has served as the General Manager of our U.S. Services Segment since 2020. She previously served as the General Manager of the U.S. Health Segment since 2015. Ms. Baylinson joined Maximus in 1991.
Teresa Weipert joined Maximus in April 2021 as U.S. Federal Services Segment General Manager. Ms. Weipert served as the Vice President and Service Delivery Leader at IBM, leading its Healthcare, Life Sciences, and SLED Public Markets. Her previous leadership experience includes executive roles at top companies such as Accenture, Sutherland Global Services, and Unisys. During her 20-plus year career, she has focused on generating significant growth with particular expertise in business process outsourcing and IT services management.
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Michelle F. Link joined Maximus in March 2020 as Chief Human Resources Officer. From 2018 to 2020 she served as the Executive Vice President of Human Resources for ADS, Inc. Before that she served as Chief Human Resources Officer for PRA Group from 2011 to 2018. She has also held senior Human Resources roles at BlueCross Blue Shield of Tennessee, AMERIGROUP, CIGNA, and Corning.
David R. Francis has served as our General Counsel and Secretary since 1998. He has over 30 years of legal experience having previously served in both law firm and in-house attorney positions.
In addition to the executive officers named above, Maximus is managed by a dedicated, talented, and diverse leadership team. Please visit our website at maximus.com/leadership for the biographies of the other members of our management team. Content on our website is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the SEC.
Who We Are — All of Us
While we are required to provide you detailed information about our most senior executives, we are a Company of approximately 35,000 dedicated staff. We are proud of each employee’s commitment to deliver the proven technology, efficient solutions, and personalized services on which our customers depend so that we can improve the lives of individuals and families in the markets we serve. Therefore, we want to share information demonstrating our pledge to human resources.
Recruiting. Our recruiting teams are essential players to our mission of Helping Government Serve the People.® As a strategic partner, they support the varying project and corporate hiring needs by tapping into top diverse talent globally. We believe our culture values individual skills, experiences, and differences that allow Maximus to deliver robust and innovative approaches to solving some of our communities’ most challenging needs. Our recruiting programs focus on identifying and evaluating talent through practices that welcome a diverse workforce, including people with disabilities, language barriers, and those from varying socioeconomic backgrounds.
In the U.S., we have employed more than 2,000 persons with disabilities, and over 78% of total U.S. hires were women. We continue to refine our focus on recruiting employees from under-represented groups, People of Color, and military veterans at all levels of the organization to reflect the populations we serve.
Education and Training. We provide ongoing development and continuous learning opportunities for all Maximus employees. The corporate Learning and Organizational Development (L&OD) team enterprise-wide professional development by offering a variety of instructor-led and online self-paced learning programs ranging in audience from individual contributors to frontline supervisors and executive leadership. Additionally, the project-based training teams manage customized programs in support of contract requirements, customer service, local leadership development, and employee engagement.
The corporate L&OD team focuses on enhancing:
Core Business Competencies: Time management, professionalism, problem solving, business writing, presentations, communications, desktop technology, and Maximus systems
People Management and Leadership: Supervisory skills, performance management, teamwork, coaching and mentoring, and leadership
Client Management and Business Development: Customer service, client relationship management, consulting skills, sales and marketing, and proposal writing
Project Management: Scope, contracts, financials, quality, risk, and communications management
We leverage the following tools to engage our employees:
myLearning (Learning Management System): The Company’s first global system, through which employees can:
Register and take self-paced training online
View training history on their transcript
Complete new hire and annual compliance training
Complete role- specific training
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Maximus University: The Company’s internal development site where employees can:
Access training tools and systems
Register for upcoming courses
View past training recordings
Explore working from home resources
Webinars and Instructor-led trainings: Conducted through corporate and project teams:
On the job training for employees
Nesting and mentoring
Digital Solutions
Learning theme weeks
“Bite-size “learning sessions
Percipio: A Library of more than 37,000 online learning resources supporting our global exempt and professional employees including:
Self-paced online courses
Downloadable books
Audio books
Videos
Workday Performance (U.S. only): The Company’s web-based performance system where employees can set and maintain business goals
The training hours below reflect all corporate L&OD programs and virtual training content provided by corporate including L&OD trainings and webinars, corporately sponsored project management development, leadership development, and IT programs, and curated Percipio content during fiscal year 2021. Estimated on-boarding time was calculated across Maximus. These hours do not include time spent doing on-the-job training, time spent with mentors, project specific development, project leadership development and/or required project compliance.
2021 Employee Development Highlights
Training Hours
Compliance
New Hires (U.S. Only):
      
128,332
Annual Compliance Refresher (Global):
104,755
Total Number of Compliance Training Hours: 233,087
New Hire Orientation (U.S. only)
New Hire Orientation:
1,283,320*
(*calculated based off average of 40 hours for new hire orientation x 32,083 new hires in FY2021)
Total Number of New Hire Orientation (U.S. only) Training Hours: 1,283,320
Ongoing Development (Global)
Self-Directed Learning:
74,693
Attendee Hours (CED attendee hours only):
8,887
Total Number of Ongoing Development Training Hours: 83,580
Total Number of Training Hours: 1,599,987
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Employees Trained
Compliance (Global)
New Hires:
32,083
Annual Compliance Refresher:
33,891
Total Number of Employees Trained (Compliance): 65,974
Ongoing Development* (Global)
*Employees engaged in elective training
Self-Directed:
9,117
Instructor-Led (CED sessions only):
4,786
Total Number of Employees Trained (Ongoing Development): 13,903
Employee Benefits and Rewards. Maximus remains committed to the health and financial wellness of our employees. We know that our benefits programs are an important part of the total compensation package that helps us attract and retain a talented group of team members. Our benefits programs are focused on:
Providing core benefits that help bring employees peace of mind and financial stability should the unexpected occur, with some of those benefits are at no cost to employees
Partnering with benefit carriers that provide strong networks of physicians to provide employees and their family with the best available care
Offering a competitive, yet affordable package that provides comprehensive coverage, removing barriers to addressing chronic conditions and making healthcare accessible to all employees
Specifically, Maximus offers:
Account based medical coverage, with either an HRA or HSA
Prescription drug coverage, which includes free preventive generic drugs
Dental and vision insurance
401(k) with a company match
Bonus of $100 for providing proof of COVID vaccination
HSA Contribution of $100 for rewarding healthy behaviors including annual physical, preventive screenings, and activity challenges
Flexible Spending Account (FSA) for eligible health care and dependent care expenses
Company paid Short- and Long-Term Disability Insurance
Company paid basic Life Insurance/Accidental Death and Dismemberment Insurance
Nationwide childcare discounts
Legal Services
Employee Assistance Program
Paid time off
Project bonuses for employee accomplishments above and beyond expectations
Project manager awards for employees who demonstrate an unparalleled commitment to our clients
Upcoming Changes for Calendar Year 2022:
Safe harbor 401(k) Retirement Plan with 100% company match up to the first 3% contributed and 50% on the next 2% contributed, for a total of a 4% company match on a 5% contribution, effective January 1, 2022
Removing the vesting schedule on 401(k) company match, effective with new contributions starting on January 1, 2022
Waiving deductibles on brand name preventive drugs
Increasing wellness incentives to employees to $250 to reward healthy behaviors
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How We Serve As A Good Corporate Citizen
Maximus Foundation and Corporate Philanthropy
We recognize the importance of giving back to the communities in which we live and work. Funded by our employees and the Company, the Maximus Foundation is an employee-led nonprofit organization, supporting programs that promote personal growth and self-sufficiency through improved health, augmented child and family development, and community development. We provided financial support to 154 organizations across 29 states and the District of Columbia in the U.S. in 2021 through the Foundation’s grant program. Prospective nonprofit organizations are nominated by an eligible Maximus employee, and our employee donors vote upon grant recipients on an annual basis. Our international arms, Maximus Foundation UK, and Max Foundation, in Australia, also provided vital financial grants to community partners in their geographic location, making significant impact in many of our communities. Maximus matches contributions made to our Foundations by employees, dollar-for-dollar.
Maximus and our employees donated more than $160,000 to support global humanitarian crises. We were moved by the outpouring support from employees across our Company, participating in our matching campaign and doubling the impact of every dollar they donated. We are proud to belong to a community that takes a global perspective in giving back.
Government Relations
Maximus believes it is important to participate in bi-partisan political process in order to better understand our government clients’ long-term goals and advance the Company’s business objectives. The Nominating and Governance Committee of the Maximus Board of Directors has formal oversight of the Company’s policies pertaining to political contributions and compliance with all U.S. laws and regulations, political activities including contributions from the employee-funded Maximus Political Action Committee, lobbying priorities and expenditures, and lastly expenditures related to principal trade organizations. More is available at maximus.com/government-relations.
Supply Chain
We are also committed to treat our supply chain fairly. For instance, across our UK business, we adhere to the Prompt Payment Code, and other supply chain accreditations such as the Merlin Standard.
How We Support Diversity, Equity, and Inclusion
Diversity, Equity, and Inclusion (DE&I) is an important part of who we are as a company and we have taken a comprehensive effort to establish a framework that will help guide us towards an even more inclusive workplace. We focus on furthering the Company’s efforts in DE&I by identifying opportunities to make improvements, which could range from hiring practices to company culture. We actively engage with employees and management in order to capture their sentiments about the Company’s culture, while also working with local leaders and community organizations that seek to bring attention to social justice, human rights, civil rights, equity, and inclusion. Our DE&I learning resources channel provides a growing number of resources for employees to assist them in working towards contributing to a workplace that values DE&I.
In 2021, we:
Engaged a third-party to conduct an audit of all human resources (HR) policies and practices, including those relating to DE&I and racial equity; the findings of this audit will inform our near-term DE&I commitments as part of a holistic human capital management approach
Launched unconscious bias training and assessment to all U.S. people managers
Initiated a two-year program to intentionally close any gender and racial/ethnicity pay gap in the U.S.
Incorporated new non-financial goals and strategic objectives into our executive compensation program to include diversity and engagement target achievements weighted at 15% collectively
Grew our DE&I team
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The DE&I Steering Committee, comprised of leaders at Maximus, acts as a “think tank” for what DE&I activities will occur at the Company. The DE&I Design Committee is a working group of a variety of Maximus employees that previews, gives input, and tests DE&I interventions before they are implemented at Maximus. In 2022, the two groups will combine to become the DE&I Council as we believe this approach will further enable us to ensure our DE&I goals.
Maximus businesses were recognized for their efforts in supporting people with disabilities and long-term health conditions. Maximus UK entities were among the first to be awarded Disability Confident Leader status by the U.K. Government. We were the first employment service provider to achieve nationally recognized Disability Confident Recruiter status by the Australian Network on Disability. We were also recognized by the Virginia Department of Aging and Rehabilitation Services as a Champion of Disability Employer.
The Company supports all military-connected employees regardless of whether they have served themselves, at home or abroad, are a military spouse, or have any other military connection. Highlights include:
Retention support for all military connected employees and benefits and programming designed specifically for active Guard and Reserve employees
Partnering with the Posse Foundation’s Veterans Program to provide professional development workshops and orientation support for post-9/11 veterans pursuing bachelor’s degrees at colleges and universities across the country
Promoting the hiring of veterans through targeted sourcing strategies and outreach to veteran service organizations to increase the pool of qualified military-related applicants
Veteran recognition month every November and spotlights of our military and veteran employees
Military Spouse Employment Partnership participation in hiring events, quarterly partner meetings, and employer roundtables
How We Protect Our Planet
As a company that primarily provides business process services (“BPS”) services to local, state, federal, and international government, Maximus has a relatively small environmental footprint and limited exposure to some of the main environmental concerns with which other companies grapple. We do, however, remain committed to ensuring responsible environmental practices in each of our locations and take advantage of opportunities we have to run our operations more efficiently.
The Board of Director’s Nominating and Governance Committee has oversight responsibility for ESG which include climate-related risks and opportunities.
Maximus offices around the country have implemented several “green initiatives” to reduce the environmental impact on our planet. We support:
Conserving energy to reduce carbon emissions. For example:
Piloted our LED light installation program across 13 sites in the U.S. during fiscal year 2020 which is projected to provide more than $1 million and 5.5 million kWh in savings per year
Implementing staggered climate control daily start-up times and building temperature standards for summer cooling and winter heating
Installing sun film on sun-exposed windows to reduce glare and hot spots within our facility to lower electricity usage from climate control systems
Eliminating paper waste through innovative solutions. We work hand-in-hand with our government clients to recommend ways to reduce paper consumption; this can often be a more cost-effective way to achieve business goals. For example:
Replacing traditional paper services with electronic services
Developing intranet sites to post program information and reports using electronic “fast alerts” to keep staff abreast of important information
Encouraging clients to authorize telephone and web program enrollments as opposed to using and mailing paper enrollments, resulting in a reduced reliance on printed collateral materials and paper products
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Enabling community-based organizations to implement efficient business practices by providing technology and technical assistance to submit program enrollments electronically
Reducing, reusing, and recycling office waste wherever possible. For example:
Installing safe and efficient water filtration systems to replace bottled water coolers
Using recycled paper for mailings and promotional materials
Negotiating better rates on eco-friendly products through our suppliers
Introducing a recycling measurement program to better understand our impact
In 2021, Maximus UK business committed to become carbon positive by 2030.
How We Use Compliance and Control Functions to Protect Our Company
We believe that to operate sustainably we also need compliance and corporate control provisions designed to:
ensure the integrity of our operations and financial reporting as a global business with multiple foreign operations
prevent, manage, and mitigate enterprise-wide risk
provide for independent review and assurance of our operations with early identification of contractual or operational performance issues
promote the safety, security, and integrity of our technology and services
safeguard the value of the Maximus brand through the consistent delivery of quality services that lead to long-term client relationships
We have a comprehensive compliance and ethics program that provides:
a formal structure for overseeing compliance
written standards and policies
regular training and education to promote compliance
effective, retaliation-free lines of communication for reporting suspected violations
mandatory data and privacy security training on an annual basis supplemented by internal testing throughout the year to ensure employees understand the appropriate processes
information security controls frameworks, such as HIPAA, NIST SP800-53, CMS MARS-E, IRS 1075, ISO27001, and more that define how we ensure confidentiality, integrity, and the availability of information that can be measured
internal monitoring and auditing
response and corrective action plans
well-publicized disciplinary guidelines
More information can be found in our Standards for Business Conduct and Ethics available at our website.
How We Performed in Fiscal Year 2021
Despite challenges faced in light of the COVID-19 global pandemic, the Company achieved solid performance in fiscal year 2021 as measured by important financial and operational metrics, including:
Revenue increased 23% to $4.25 billion compared to $3.46 billion for the prior year, driven by approximately $1.1 billion of COVID-19 response work and $323 million of revenue contributions from the Attain Federal and VES acquisitions, partially offset by the completed Census contract.
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Operating income margin was 9.6% and diluted earnings per share were $4.67. Adjusting for amortization of intangible assets, operating income margin and diluted earnings per share would be 10.6% and $5.19, respectively.1
We had cash flows from operations of approximately $517 million and free cash flow2 of approximately $481 million.
To supplement our core business, we furthered our progress on our long-term strategy through two acquisitions of Attain Federal and VES.
1
Adjusting operating income and diluted earnings per share for the effect of amortization of intangible assets results in non-GAAP numbers. A description of how we calculated these numbers, as well as a summary of our use of these non-GAAP numbers, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2021, and filed with the SEC on November 18, 2021.
2
“Free cash flow” is a non-GAAP term. A description of how we calculate free cash flow, as well as a summary of our use of non-GAAP numbers, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2021, and filed with the SEC on November 18, 2021
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Stock Performance Graph
The following graph compares the cumulative total shareholder return on our common stock for the five-year period from September 30, 2016, to September 30, 2021, with the cumulative total return for the S&P Midcap 400 Indices. In addition, we have compared the results of a peer group to our performance. This peer group is that defined within Item 5 of our Annual Report on Form 10-K for the year ended September 30, 2021, filed with the SEC on November 18, 2021. This graph assumes the investment of $100 on September 30, 2016, in our common stock, the S&P Midcap 400 Indices, and our peer group, weighted by market capitalization and assumes dividends are reinvested.

Notes:
A.
The lines represent index levels derived from compounded daily returns that include all dividends.
B.
The indexes are reweighted daily, using the market capitalization on the previous trading day.
C.
If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D.
The index level for all series was set to $100.00 on September 30, 2016.
How We Are Looking Forward
The Maximus culture and the commitment our employees have to the mission of our customers and the lives of the citizens we serve each day will remain a critical factor in our success. As we look forward, we see the clinical evolution of our business as well as the continued digital transformation of government services driving our growth opportunities.
As Maximus moves forward, program administration work, particularly the delivery of citizen services in an independent and conflict-free manner, will continue to underpin our business. Over time, we anticipate technology playing a larger role in this area and the work continuing to evolve to include more clinical assessments and related services. Our maturing portfolio of digital solutions and increasing systems integration capabilities will enable us to make greater use of the data underlying our operations, provide improved decision support tools to our employees, and enable a more seamless and high-quality customer experience.
Our digital strategy started several years ago with what has now become table stakes, including mobile applications streamlining program applications and enrollment, Robotic Process Automation (RPA), and chat and text functions providing additional channels for citizen engagement. Maximus must routinize these capabilities and create a solid foundation upon
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which the next generation of digital solutions can be built. While we have had success in driving cost out of routine transactions and improving the quality and timeliness of our citizen services, we must constantly advance our skills and solutions to meet and exceed client expectations. Our previous technology investments have created an infrastructure that enables a secure hybrid work environment and delivers significant value to our clients as demonstrated during the pandemic. Our platform provides Maximus and our clients more readily available access to valuable data and vast amounts of compute capacity.
Through our current and planned investments in data governance, our rapid innovation and delivery methodology, and continued growth of digital competencies across the organization we are well positioned to deliver new solutions underpinned by Artificial Intelligence (AI) and machine learning and leveraging other cognitive computing capabilities as part of the next phase of our digital strategy. Through this client-focused approach, we intend to provide even better decision support tools for our employees, and lower costs while accomplishing more complex transactions for citizens at scale.
We continue to believe there will be long-term demand for business process services with a clinical dimension. We see this in the demand for our growing appeals and assessments business where our health care professionals help determine eligibility for health care and related services. By employing our strength in clinical assessment, case management, and consumer engagement, we are a natural partner to governments as they address issues ranging from long-term services program eligibility to disability benefit determinations to the social determinants of health outcomes. Both our skilled workforce and demonstrated ability to provide clinical services at scale become important differentiators as we pursue new opportunities that address wider demographic challenges.
We continue to see evidence that the long-term macro trends remain in our favor as governments are challenged with finding a responsive and cost-effective way to manage aging populations, individuals with more complex health care needs, barriers to sustainable employment, and to address population and public health imperatives as well as rising caseloads within budget constraints. Maximus has a proven track record of growth, a dedicated team of seasoned operators, and a portfolio of contracts that generates meaningful cash flow. We have earned a reputation as a trusted long-term partner delivering outcomes that matter, strengthened even further through our collaboration to best serve our clients through the ongoing COVID-19 global pandemic. These programs will be essential as governments aim to get their economies back on track as we emerge from this global pandemic. Therefore, together with our government partners at the state, federal, and local levels, Maximus continues to work hard every day to provide cost effective services that transform the lives of people around the world, particularly during these extraordinary times. We are keenly focused on providing services that are flexible, scalable, and efficient for our government partners, but we never lose sight of the citizens we serve.
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The Audit Committee and the Board of Directors has appointed, and requests shareholder ratification of, the firm of Ernst & Young LLP as our independent registered accounting firm to audit our consolidated financial statements for the fiscal year ending September 30, 2022. Ernst & Young LLP audited our consolidated financial statements for the fiscal years ended September 30, 2021, 2020, and 2019.
Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.
Although our bylaws do not require shareholder ratification, as a matter of good corporate governance, the Board of Directors is requesting that shareholders ratify the selection of Ernst & Young LLP as our independent registered accounting firm for the fiscal year ending September 30, 2022.
The number of shares voted “for” the proposal must exceed the number of shares voted “against” the proposal for approval of Proposal No. 2. If you sign and return your proxy card, the proxy holders will vote “for” Proposal No. 2 unless you mark your proxy card otherwise.
The Board of Directors Recommends that the Shareholders Vote FOR the Ratificiation of the Appointment of Ernst & Young LLP as our Independent Registered Accounting Firm for the Fiscal Year Ending September 30, 2022.
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Audit Information
Fees of Independent Registered Accounting Firm
Set forth below is a description of the fees billed by Ernst & Young LLP, our independent registered accounting firm for the fiscal years ended September 30, 2020, and 2021.
Audit Fees
Fees billed for audit services totaled approximately $3,873,000 for the 2021 fiscal year and $3,151,000 for the 2020 fiscal year. Those fees include fees associated with the annual audit, the reviews of our quarterly reports on Form 10-Q, Sarbanes-Oxley Act Section 404 attest services and statutory audits required internationally.
Audit-Related Fees
Fees billed for audit-related services primarily included services related to non-statutory financial reporting and totaled approximately $45,000 for the 2021 fiscal year and $45,000 for the 2020 fiscal year.
Tax Fees
Fees billed for tax services, including tax advice and tax planning, totaled approximately $290,000 for the 2021 fiscal year and approximately $227,000 for the 2020 fiscal year.
All Other Fees
Fees billed for all other services rendered to us by Ernst & Young LLP, which included a subscription to an accounting research service, totaled approximately $5,000 for the 2021 fiscal year and $4,000 for the 2020 fiscal year.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent auditor. The policy provides for pre-approval by the Audit Committee of permitted services before the independent auditor is engaged to perform them. The Audit Committee has delegated to the Chair of the Audit Committee authority to approve permitted services. All audit, audit-related, tax and other services performed by Ernst & Young LLP and described above were pre-approved in accordance with our pre-approval policy.
Report of the Audit Committee
The Audit Committee is composed of three directors, each of whom is independent within the meaning of the listing standards of the NYSE and SEC regulations. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee reviews its charter at least annually and revises it as necessary to ensure compliance with current regulatory requirements.
Management is responsible for:
establishing and maintaining our internal control over financial reporting
assessing the effectiveness of our internal control over financial reporting as of the end of each year
the preparation, presentation, and integrity of our consolidated financial statements
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Our independent registered accounting firm is responsible for:
performing an independent audit of our consolidated financial statements and our internal control over financial reporting
expressing an opinion as to the conformity of our consolidated financial statements with U.S. generally accepted accounting principles
expressing an opinion as to management’s assessment of the effectiveness of our internal control over financial reporting and the effectiveness of our internal control over financial reporting
The Audit Committee is responsible for:
the appointment, compensation, retention, and oversight of the work of our independent registered accounting firm
overseeing and reviewing our accounting and financial reporting processes
In this context, the Audit Committee has met and held discussions with management and Ernst & Young LLP, our independent registered accounting firm. Management represented to the Audit Committee that our audited consolidated financial statements for the year ended September 30, 2021, were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed those audited consolidated financial statements with management and Ernst & Young LLP, including the scope of the independent registered accounting firm’s responsibilities, critical accounting policies and practices used, and significant financial reporting issues and judgments made in connection with the preparation of such financial statements.
The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1301 (Communications with Audit Committees). The Audit Committee has also received the written disclosures and the letter from Ernst & Young LLP relating to the independence of that firm as required by PCAOB Ethics and Independence Rule 3526 (Communications with Audit Committees Concerning Independence) and has discussed with Ernst & Young LLP the firm’s independence from the Company.
In addition, the Audit Committee has discussed with management its assessment of the effectiveness of internal control over financial reporting and has discussed with Ernst & Young LLP its opinion as to the effectiveness of our internal control over financial reporting.
Based upon its discussions with management and Ernst & Young LLP and its review of the representations of management and the report of Ernst & Young LLP to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended September 30, 2021, for filing with the SEC.
Audit Committee
Raymond B. Ruddy (Chair)
Jan D. Madsen
Michael J. Warren
Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act that might incorporate future filings, including this proxy statement, in whole or in part, the Report of the Audit Committee shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filing except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.
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How We Are Paid —
Executive Compensation Discussion and Analysis
This Compensation Discussion and Analysis (CD&A) discusses our compensation policies and determinations that apply to our named executive officers. When we refer to our named executive officers, or NEOs, we are referring to the following individuals whose fiscal 2021 compensation is set forth below in the Summary Compensation Table and subsequent compensation tables.
Name
Position
 
Bruce L. Caswell
Chief Executive Officer, President and Director
Richard J. Nadeau
Chief Financial Officer and Treasurer
Ilene R. Baylinson
General Manager, U.S. Services
Thomas D. Romeo
Former General Manager, U.S. Federal Services
David R. Francis
General Counsel and Secretary
Michelle F. Link
Chief Human Resources Officer
Maximus previously disclosed the retirement of Thomas Romeo from his role as U.S. Federal Services Segment General Manager effective July 31, 2021 and its Chief Financial Officer, Richard J. Nadeau, effective November 30, 2021.
While the discussion in the CD&A is focused on our NEOs, many of our executive compensation programs apply broadly across our executive ranks.
Our Company
We are a leading operator of government health and human services programs worldwide. We are a responsible and reliable contracting partner to governments under our mission of Helping Government Serve the People®. Governments rely on our financial stability and proven expertise in helping people connect and use critical government programs. We use our experience, business process management expertise, innovation, and technology solutions to help government agencies run effective, efficient, and accountable programs.
Our primary portfolio of work is tied to business process services (BPS) in the health services and human services markets. Our growth over the last decade was driven by new work, such as that from the Affordable Care Act (ACA) in the U.S. and a growing footprint in clinical services including assessments, appeals, and independent medical reviews in multiple geographies. Our growth has been supplemented by strategic acquisitions.
Most recently, we experienced both favorable and unfavorable impacts as a result of the ongoing Coronavirus (COVID-19) global pandemic. Underscoring the importance of the services we provide, many of our U.S. contracts were designated as “essential” by government agencies in the midst of the pandemic. Keeping these programs open assists vulnerable individuals and families to access vital healthcare and safety-net services during these uncertain times. We have been successful in winning new contracts tied to public health initiatives such as vaccine information hotlines and unemployment insurance programs to help governments respond to the COVID-19 crisis and to offset the impact of some of the programs we support that have experienced reduced volumes due to the pandemic. The individuals and families served under these programs are those considered some of the most vulnerable to COVID-19. As a result, we believe our operations support programs vital for their safety and wellbeing.
Our executive compensation program is structured to support both our short-term goals and our long-term growth.
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Fiscal Year 2021 Business Highlights
Revenue increased 23% to $4.25 billion compared to $3.46 billion for the prior year
Operating margin was 9.6% compared to 8.3% for the prior year
Diluted earnings per share of $4.67 compared to $3.39 for the prior year
Continued our quarterly cash dividend of $0.28 per share, returning approximately $68.8 million to our shareholders during fiscal year 2021
To supplement our core business, we furthered our progress on our long-term strategy through the Attain and VES acquisitions:
In March 2021, we acquired the federal business of Attain. The additional capabilities from Attain Federal meaningfully expand our technology consulting and growing systems integration skills, increasing our ability to address the most pressing IT needs of our federal clients while providing internal opportunities to improve the quality and efficiency of our business process services operations. Attain Federal is delivering on complex program challenges for critical clients, while gaining the ability to bid on larger opportunities through newly available contract vehicles.
In May 2021, we acquired VES, a leading provider of Medical Disability Examinations for the VA. This acquisition accelerates our clinical evolution to meet long-term demand for BPS with a clinical dimension. Prior to VES, approximately 15% of our work was clinical in nature whereas it now accounts for approximately 25% of our portfolio.
Key Fiscal Year 2021 Compensation Actions
In determining the compensation of our executive officers, the Compensation Committee took into account the following:
Our financial and operating performance, measured by attainment of specific objectives including a variety of organizational financial and non-financial measures
The duties, responsibilities, and performance of each executive officer, including the achievement of identified goals for the year as they pertain to the business operations for which the executive is personally responsible and accountable
Total overall compensation levels, as well as the mix of salary, cash bonus incentives, and equity incentives
Comparative industry market data to assess compensation competitiveness
Internal pay equity considerations
Introduced a cap for Executive Bonus Plan funding of 220% subject to individual performance achievement for fiscal year 2021 and future years
Added Performance Share Units to our equity offerings for our NEOs and other key executives
Expanded our Compensation Recovery policy to cover:
restatements in situations where the incorrect financials resulted in overpayments; and
instances of misconduct, fraud, or illegal activity, outside the need for financial restatement
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The primary elements of our total direct compensation program for the NEOs and a summary of the actions taken by the Compensation Committee during fiscal year 2021 are set forth below.
Compensation
Component
 
Link to Business
and Talent Strategies
Fiscal Year 2021
Compensation Actions
Base Salary (Page 54)
Competitive base salaries reflect each NEO’s skills, experience, and responsibilities and provide regular fixed income and help attract and retain executive talent
Mr. Caswell’s did not receive a base salary increase for fiscal year 2021
No other NEO received a base salary increase in fiscal year 2021
Executive Bonus Plan (EBP) Compensation
(Page 55)
Focus executives on achieving annual financial and non-financial results that are key indicators of annual financial and operational performance
Net Operating Income and New Business Awards exceeded the outperform level of performance
EBP pool is funded based on four metrics:
 Net Operating Income (65%)
 New Business Awards (20%)
 Diversity, Equity, and Inclusion (7.5%)
 Employee Engagement (7.5%)
The EBP payouts for the CEO and NEOs, based on the compensation formulas, were calculated at 324% of target
Individual payouts are determined based on the results achieved against pre-established performance targets and the compensation committee’s assessment of individual contribution of each NEO
However, the Compensation Committee determined that the overall EBP funding should be capped at 220% of target, subject to individual performance achievement, for fiscal year 2021 (and future years as described above)
Long-Term Incentive Plan Compensation (Page 57)
Fiscal 2021 annual equity-based awards consist of restricted stock units (RSUs) and performance stock units (PSUs)
RSUs vest over three years, in equal annual installments
PSUs vest based on our performance against two pre-established metrics: diluted earnings per share (EPS) and relative Total Shareholder Return (TSR)
PSUs cliff-vest at the end of the three-year performance period subject to achieving pre-set EPS and relative TSR performance targets
RSUs and PSUs provide focus on our long-term financial objectives, stock price growth, and our talent retention objectives
EPS PSUs vest after three years but are divided into three equal tranches that each have a target goal for earnings per share
Our three-year relative TSR performance is evaluated against S&P400 index
Shareholder Engagement and Fiscal Year 2021 Say-On-Pay Vote
We maintain an ongoing dialogue with our stockholders throughout the year to obtain shareholder views on various topics from our Company’s strategy to capital allocation and executive compensation. Members of management and, as appropriate, members of our Board of Directors, participated in these shareholder engagement meetings over the past year. During these interactions, our shareholders expressed their viewpoints on a variety of topics generally focused on financial performance.
At the 2021 Annual Meeting of Shareholders, approximately 95% of the votes cast were in favor of the advisory vote to approve executive compensation. The Compensation Committee will continue to regularly review, assess and, when appropriate, adjust our executive compensation program in response to stockholder feedback.
Independence Assessment of Compensation Consultant
The Compensation Committee retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent consulting firm, to advise it on executive compensation programs. The Compensation Committee reviewed the independence of FW Cook in light of SEC rules and NYSE listing standards and has concluded that both the consultant’s work for the Compensation Committee was independent and did not raise any conflict of interest.
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Fiscal Year 2022 Compensation Program Changes
Our executive compensation program focuses our leadership team on key areas that drive the business forward and align with the long-term interests of our shareholders. The Compensation Committee regularly reviews and discusses our compensation program and incentive performance at each meeting. The Compensation Committee considers many factors when electing to make changes to the program and for future incentive plans including market trends, input from its independent compensation consultant and shareholder feedback. For fiscal year 2022, the Compensation Committee is making no major design changes to the incentive compensation program in order to better monitor the impact of the fiscal year 2021 adjustments.
How We Determine Executive Compensation
Our Executive Compensation Philosophy and Objectives
Maximus is committed to providing an executive compensation program that enables our organization to attract, develop, reward, motivate and retain top executive-level talent. Our executive team is responsible for driving our organization’s mission of Helping Government Serve the People®.
The guiding principles of our executive compensation program are:
Performance-based and tied to individual and Company-wide achievement to motivate executives to attain the Company’s short and long-term financial and strategic objectives. Variable pay constitutes a majority of total compensation.
Alignment with external talent markets we compete in, to support the attraction, motivation and retention of top talent while remaining competitive with Maximus peer companies.
Fair and equitable compensation based on the expected contributions of an individual along with their skills, abilities, competencies, and performance.
Our executive compensation program is designed to create commonality of interest between management and shareholders by tying a meaningful portion of realized compensation directly to changes in shareholder value. We consider the financial efficiency of the overall executive compensation program from taxation, accounting, and cash flow perspectives. We also consider corporate governance best practices and input from our shareholders whether through Say-on-Pay proxy voting or outreach initiatives.
Executive Compensation Practices
The Compensation Committee reviews on an ongoing basis the Company’s executive compensation program to evaluate whether it supports the Company’s executive compensation philosophies and objectives and is aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:
Provide short-term and long-term incentive plans with performance targets aligned to business goals
Do not allow directors or executives to engage in hedging or pledging of Maximus securities
Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant
Do not encourage or reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking
Require stock ownership for all senior leaders
Do not backdate equity awards
Beginning with fiscal year 2021 grants, require equity awards to have double trigger change in control provisions
Do not provide excise tax gross-ups
Complete an annual incentive compensation risk assessment
Do not allow dividends or dividend equivalents on unearned [performance-based] awards
Require cash and equity incentive awards for all executive officers to be subject to clawback and cancellation provisions
Do not allow repricing of underwater stock options without stockholder approval
Strong shareholder and stakeholder engagement
Do not provide excessive perquisites
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Oversight Responsibilities for Executive Compensation
The table below summarizes the key oversight responsibilities for executive compensation.
Compensation Committee
Establishes executive compensation philosophy
Approves incentive compensation programs and target performance expectations for the short-term and long-term incentive awards
Approves all compensation actions for the NEOs
Independent Board Members
Assess performance of the CEO
Independent Committee Consultant
Provides independent advice, research, and analytical services on a variety of subjects to the Compensation Committee, including compensation of executive officers, non-employee director compensation, annual compensation programs risk assessment, and executive compensation trends
Participates in Committee meetings as requested and communicates with the Chair of the Compensation Committee between meetings
In fiscal year 2021, FW Cook served as an independent compensation consultant to the Compensation Committee and reported solely to the Compensation Committee; has not performed any other services for the Company nor has economic or other ties to the Company or the management team that could compromise its independence or objectivity
CEO and Management
Management, including the CEO, develops preliminary recommendations regarding compensation matters with respect to all NEOs, other than the CEO, and provides these recommendations to the Compensation Committee, which makes the final decisions, with advice from FW Cook, as appropriate
Responsible for the administration of the compensation programs once Compensation Committee decisions are finalized
Peer Group Selection and Market Data
The Compensation Committee uses comparative industry data to assist it in evaluating our executive compensation program. With the assistance of the independent compensation consultant, the Compensation Committee reviews elements of our executive compensation program against a group of peer companies that are similar in business operations, size, scope, and complexity through the use of public filings and survey data. Maximus may vary from the median in terms of pay mix and total compensation as we view market data as a reference rather than determinative.
For purposes of fiscal year 2021 compensation, the Compensation Committee reviewed compensation practices for the following comparable companies based on analysis provided by FW Cook.
Allscripts Healthcare Solutions
Leidos Holdings, Inc.
Booz Allen Hamilton Holding Corp.
Magellan Health, Inc.
CACI International
ManTech International
Gartner, Inc.
Perspecta, Inc.(1)
Genpact Limited
Science Applications International Corp.
ICF International
Tetra Tech Inc.
KBR Inc.
(1)
Perspecta was acquired by Peraton in May 2021
Two companies were removed from last year’s peer group, and four companies were added to the group in fiscal year 2021:
Conduent and Unisys were removed because their market capitalizations were substantially below the rest of the peer group
We added Allscripts Healthcare Solutions, Genpact, Magellan Health, and Perspecta because of the sectors they operate in and their commonality of attributes with other members of our peer group
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As there is limited data on positions other than the CEO and CFO in the peer group data, the Compensation Committee also reviews data from national survey sources related to general industry, when it considers the market competitiveness of NEO compensation levels and/or market practices. The Compensation Committee does not review the specific companies included in these surveys and the data presented to the Compensation Committee is general and not specific to any particular subset of companies.
Fiscal Year 2021 Named Executive Officer Compensation
Fiscal Year 2021 Compensation Snapshot
The Company’s fiscal year 2021 executive compensation program can be summarized as follows:
 
Fiscal Year 2021 Total Direct Compensation Element
 
Base Salary
Annual Cash
Incentive
PSU
RSU
Who Receives
All NEOs 
When Granted
Annually 
Form of Delivery
Cash 
Equity 
Type of Performance
Short-term emphasis (fixed)
Short-term emphasis (variable at-risk)
Long-term emphasis (variable at-risk)
Performance Period
1 year
1 year
3 years (cliff-vest)
3 years (ratable annual vesting)
How Payout Determined
Compensation Committee determination
Pre-established formula. Compensation Committee maintains +/- 25% modifier
Value of PSUs at vesting is tied to achieved performance results against pre-established metrics and our stock price performance
Stock price at each vesting date
Fiscal Year 2021 Performance Measures
Individual; base salary adjustments to align key executives with the market and relative to their peers
Net Operating Income; New Contract Awards; Strategic, non-financial objectives
Earnings per Share Growth; Relative TSR
Stock price
Base Salary
Our base salary philosophy is to provide reasonable fixed income to our executive officers in amounts that attract and retain individuals with a broad, proven track record of performance. In general, we offer base salaries at or around the median of market practice among the peer group of comparable companies. Individual salaries can be above or below the median based on individual skills, experience, performance, tenure, and scope of responsibility of the incumbent, as well as the difficulty of replacing an incumbent and importance of the position to our Company. Salaries may exceed market medians for those whose skills are superior to typical executives with similar responsibilities, for those who hold positions that are broader in scope than their peers or who are uniquely important to the Company.
Adjustments to base salary are made within an annual budget based on (i) competitive practices among our peer group, as well as broader industry practices, (ii) our Company’s financial performance in the prior year and expectations for the coming year, and (iii) qualitative assessments of the nature of the position, as well as the contribution, performance, and experience of the executive officer. In fiscal year 2021, we chose not to adjust any of the base salaries for the NEOs due to the uncertainty of the ongoing pandemic and to focus base salary increases on others within the organization.
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Fiscal Year 2020
Base Salary
Increase
(%)
Fiscal Year 2021 Base
Salary
Bruce L. Caswell
$750,000
0.0%
$750,000
Richard J. Nadeau
$525,000
0.0%
$525,000
Ilene R. Baylinson
$515,000
0.0%
$515,000
Thomas D. Romeo
$465,000
0.0%
$465,000
David R. Francis
$427,450
0.0%
$427,450
Michelle F. Link
$385,000
0.0%
$385,000
Executive Bonus Plan
The Compensation Committee typically sets targets for the EBP (our annual cash incentive plan) within the range of the market median. As a result, annual cash compensation (base salary plus annual cash incentive) generally approximates the market median if the Company meets our budgeted objectives, above the median for exceptional performance and below the median for failure to meet objectives.
Our short-term incentive plan is governed by the following considerations:
Tying metrics and key indicators to our Company’s success and short-term strategic objectives
Establishing performance goals that are reasonably achievable and viewed as fair, while at the same time, encouraging stretch performance
Identifying metrics that are simple to understand and can be influenced by the executives participating in the plan
Increasing the executive’s target annual cash compensation with successively higher levels of responsibility
Basing annual incentive payouts earned on overall Company, as well as individual, performance
The Compensation Committee determined the fiscal year 2021 annual cash incentive awards for the NEOs using the following framework:

The target annual cash incentive opportunity as a percent of annual base salary for each of our NEOs in fiscal year 2021 was as follows:
 
Fiscal Year 2020
Target Annual
Incentive as Percent
of Base Salary (%)
Year Over Year
Percentage Change
Fiscal Year 2021
Target Annual
Incentive as
Percent of Base
Salary (%)
Bruce L. Caswell
150%
0%
150%
Richard J. Nadeau
75%
0%
75%
Ilene R. Baylinson
60%
0%
60%
Thomas D. Romeo
60%
0%
60%
David R. Francis
60%
0%
60%
Michelle F. Link
60%
0%
60%
Our annual performance metrics are established with due consideration for the cyclical nature of our business and evolving government programs. This helps avoid inadvertently discouraging management from pursuing opportunities that involve start-up investments or losses that could deliver long-term financial benefits to our Company but might adversely affect
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near-term financial results and potential rewards. The Company sets metric targets by building a model that aligns with the Company’s internal business plan. The metrics were designed with rigor and their achievement was not guaranteed. All performance metrics were adjusted to eliminate the effects of currency fluctuations from budget, mergers and acquisitions, discontinued operations and legal settlements or recoveries.
For fiscal year 2021, we created the Executive Bonus Plan to better align the plan participants to the goals and objectives that they have the most impact on. The participants, as determined by the Compensation Committee, include our NEOs and approximately 25 other key executives. The metrics chosen for the EBP were Net Operating Income, New Contract Awards, Diversity and Inclusion, and Employee Engagement. We chose the metrics for the following reasons:
Net Operating Income: illustrates both our financial and operational success through our financials and is our heaviest weighted metric. Net Operating Income was used in fiscal year 2021 in lieu of Distributable Income to better focus our NEOs on the profitability and efficiency of our operations.
New Contract Awards: this metric demonstrates new customer growth and is indicative of future success and growth for the organization.
Diversity and Engagement: As our fiscal year 2021 strategic, non-financial goals and they were both aimed at improving internal, employee-focused metrics throughout the year. The Compensation Committee acknowledges that improving both diversity and engagement are essential goals for the organization as Maximus is committed to maintaining and improving a strong relationship with its entire employee base. Our diversity target was tied to the company-wide DE&I strategy and our engagement target was tied to our employee net promoter score. These incentives were aimed at ensuring that Maximus’ leadership recognizes and focuses on all of its stakeholders and that employees remain at the forefront of our future.
For fiscal 2021, the goals for the original metrics used to fund the bonus were as follows:
 
Weight
2020 Actual
2021 Target
2021 Actual
Net Operating Income
65%
$293M
$306M
$376M
New Contract Awards
20%
$1.08B
$1.80B
$3.54B
Diversity
7.5%
N/A
100% of Target Hires
100% of Target Hires
Engagement
7.5%
N/A
10% Increase
29% Increase
Payout opportunities for achieving threshold, target, and outperform levels of achievement are 40%, 100%, and 220% respectively for each of the metrics in the EBP, subject to interpolation between points, and extrapolation for performance delivered in excess of the outperform goal. The target performance goal, actual achievement, and resulting component payout achievement for each metric, are set forth below:
 
Threshold
Target
Outperform
Actual
Achievement
%
Component
Payout %
Net Operating Income ($ millions)
$261M
$306M
$353M
$376M
128%
279%
New Business Awards ($ billions)
$1.35B
$1.80B
$2.25B
$3.54B
196%
563%
Diversity
75% of
Target Hires
100% of
Target Hires
125% of
Target Hires
100% of
Target Hires
100%
100%
Engagement
5% Increase
10% Increase
20% Increase