mms-20250121

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

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


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January 22, 2025

Dear Fellow Shareholders,

On behalf of the Board of Directors, I am pleased to share another year of strong financial and operational performance for Maximus, which delivered company record setting adjusted earnings per share and over 8% revenue growth for the full year. Our recently expanded leadership team continued to guide the Maximus Forward strategy to new heights and efficiencies, allowing our business as a whole to secure numerous task orders and contract wins in 2024.

Our Business Resiliency

As a leading partner to federal, state and local governments, our team has supported millions of Americans in fiscal 2024. Our business resilience is unmatched as we consistently achieve outcomes for the government, at scale. We will continue to partner closely with our government clients to support their efforts helping people respond to the complex technology, health and social challenges facing the world today.

Continued Commitment to Shareholder Engagement

The Board has continued our long-standing practice of annual shareholder engagement, engaging our top 20 investors to discuss our strategy, Board composition, compensation program and evolving governance expectations. We are pleased to share that in response to feedback we heard, we have enhanced this year’s proxy disclosures to include a number of changes to increase transparency, including bolstering disclosures on our continuing director education program, Board assessment and evaluation processes and specific topics of risk oversight, such as how we responsibly and ethically leverage and oversee new possibilities offered by artificial intelligence.

Independent Freedom of Association Audit

In 2024, the Board approved and oversaw an independent, third-party audit that assessed and validated our compliance with employees’ freedom of association rights. We respect and support our workers’ rights and are committed to upholding a work environment and culture centered on open communication. The Board actively oversees the company’s talent strategy to ensure employees at Maximus have a career, not just a job, and is pleased with the progress made to the talent development programs in fiscal 2024, including significant enhancements to the strategic talent planning designed to prepare Maximus and our talent for future market demands.

The Maximus Board thanks you for your continued support of and investment in Maximus. We kindly request your voting support in the voting recommendations contained in this proxy statement.

We look forward to delivering another year of strong performance for all of our shareholders and further expanding our long-standing practice of maintaining open dialogue with our investors in order to continuously improve our strategic execution and shareholder value creation.

Sincerely,

John J. Haley

Chair of the Board

January 22, 2025

Dear Maximus Shareholders,

In fiscal year 2024, the talented and dedicated Maximus team further demonstrated our value as an efficient and accountable partner to government in delivering essential citizen services. Our team achieved a year of transformative growth and record financial results, exceeding our forecasts and demonstrating healthy business operations, partnering with new government agencies and expanding our service offerings.

Highlights included achieving outstanding full year growth in revenue, operating margin and adjusted EBITDA margin. We finished the year with a strong pipeline of opportunities and contract award positioning, with signed new contract awards valued at $2.2 billion and a total pipeline of sales opportunities of over $54 billion.

The success of our teams and operations are a reflection of the resiliency of Maximus’ strategic growth pillars, which prioritize long term demand characteristics that are shaping the role of government in supporting its citizens.

Delivering Customer Services, Digitally Enabled

Maximus’ long-standing practice of bringing together people, process, and advanced technology in the

solutions we deliver on behalf of our customers was further demonstrated in 2024. With greater integration of digital platforms in our offerings, we meet the evolving expectations of citizens seeking a streamlined and efficient interaction with government programs. In doing so, we achieve higher levels of satisfaction, performance accuracy and accountability for our government customers. At Maximus, we take pride in our history of implementing complex public policy with efficient technology-based solutions. In fiscal year 2024, we rolled out Total Experience Management, or TXM. This Contact Center as a Service (or CCaaS) capability is an added differentiator for Maximus as governments seek single providers to deliver secure, scalable, cloud-based solutions to serve employees and citizens.

Focused on the Future of Health

We advanced our ambition to help state and federal government agencies meet rising demands for health services this year, with rebid wins including our California Independent Medical Review (IMR) Project. Since 2013, we have supported the Department of Industrial Relations Division of Workers' Compensation by providing IMR services, underscoring how long-term customer relationships are a key feature of our business. We are also excited to continue supporting our nation's veterans through the Medical Disability Exams ("MDE") contracts with the Veterans Benefits Administration (VBA). We are honored to have gained the trust of the VBA as a reliable and value-driven partner, while continuously investing in operational improvements to enhance the Veteran experience. In fiscal year 2024 we also successfully launched the new Functional Assessment Services (FAS) contract in the United Kingdom. This $1B award provides the foundation for the UK’s progressive efforts to consolidate and streamline multiple assessment programs.

Advancing Technological Modernization

We continued to progress our technology modernization efforts for civilian, defense and health agencies, enabling Maximus to support customers in the rapidly evolving and increasingly complex cybersecurity and geopolitical landscape. As a technology leader, we view progress on this strategic imperative and expanding federal footprint as critical to ensuring government programs are resilient, dynamic, integrated and equitable. Our $171M fiscal year 2024 win of the Transportation Security Administration's OPTIMA program further evidences our growing position as a trusted partner to Federal agencies delivering critical mission services.

Moving Our Talent Forward

As we advance our Maximus Forward strategy, we are also prioritizing initiatives that move our Maximus people forward. Our transformative, organization wide initiative, Moving Our Talent Forward, was established to promote more efficient operations and reinvestment in the business to accelerate talent development, including reskilling, upskilling and leveling-up, as we prepare our teams for the future. Our people are our most valuable asset and top priority, which is why we strive for all of our employees to have a career at Maximus, not just a job.

As a testament to the success of our talent strategy, in our 2024 Global Employee Engagement survey, we had a 76% overall response rate, with a resounding +31 employee net promoter score. An improvement of 11 points from 2023.

We are proud of the financial results, delivery excellence, and contract victories achieved in 2024, made possible by our more than 40,000 employees in whose skills and capabilities we continue to invest. We look forward to delivering another year of strong and focused execution in FY2025, and we are grateful for your engagement and support.

Sincerely,

Bruce L. Caswell

Chief Executive Officer and President

Notice of Annual Meeting
of Shareholders

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Maximus, Inc. (“Maximus” or the “Company”) will be conducted online through a live webcast.

Meeting Details

Date

March 11, 2025

Time

11:00 a.m. ET

Location

www.virtualshareholdermeeting.com/MMS2025

Voting Matters


1			The election of eight Directors nominated by the Board of Directors of the Company to serve until the 2026 Annual Meeting of Shareholders.
2			The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our 2025 fiscal year.
3			An advisory vote to approve the compensation of the named executive officers.

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 13, 2025, 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/MMS2025 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/MMS2025 and logging on as a guest. Guests will not be able to ask questions or vote at the meeting.

The Board of Directors of Maximus (“Board of Directors” or “Board”) is making this proxy statement, our Annual Report on Form 10-K for fiscal year 2024, and a form of proxy available to you in connection with the solicitation of proxies by the Board for use at the Annual Meeting and at any adjournments or postponements of the Annual Meeting.

Under Securities and Exchange Commission (“SEC”) rules, we have elected to furnish our proxy materials to shareholders over the Internet. We believe this will allow us to provide shareholders with the information they need while at the same time conserving natural resources and lowering the cost of printing and delivery. On or about January 22, 2025, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2025 proxy statement and 2024 annual report. The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials by mail.

By Order of the Board of Directors

John T. Martinez

Chief Legal Officer and Secretary

This proxy statement is dated January 22, 2025 and is first being furnished to shareholders on or about January 22, 2025.

Table of Contents


Proxy Summary			1
Fiscal Year 2024 Company Highlights			2
Corporate Governance			8
PROPOSAL ONE – Election of Directors			20
PROPOSAL TWO – Ratification of the Appointment of Independent Registered Public Accounting Firm			31
Executive Compensation Discussion and Analysis			35
Pay Versus Performance			69
Certain Relationships and Related Person Transactions			74
PROPOSAL THREE – Advisory Vote to Approve the Compensation of the Named Executive Officers			75
Our Shareholders – Security Ownership			78
General Information About Voting			82
Shareholder Proposals For Our 202 6 Annual Meeting of Shareholders			85
Other Materials			86

Proxy Summary

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

Meeting Details

Date

March 11th, 2025

Time

11:00 A.M. EDT

Location

www.virtualshareholdermeeting.com/MMS2025

Ways to Vote

Your vote is important.

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

Via the Internet

Go to proxyvote.com

Virtually

Attend the virtual Annual Meeting

By Telephone

(+1) 800-586-1548

(toll-free)

(+1) 303-562-9288

(international)

By Mail

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

Voting Recommendations


Proposal		Board's Voting Recommendation	Page Reference

1	The election of eight Directors nominated by the Board of Directors of the Company to serve until the 2026 Annual Meeting of Shareholders.	FOR each nominee	20
2	The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our 2025 fiscal year.	FOR	31
3	An advisory vote to approve the compensation of the named executive officers.	FOR	75


			MAXIMUS 2025 PROXY STATEMENT			1


PROXY SUMMARY			Table of Contents

Fiscal Year 2024 Company Highlights




			$5.3B
			FY24 Revenue



			41,100+
			Employees worldwide



			100M+
			American citizens supported by programs we administer



			McLean
			Headquarters are located in McLean, Virginia



8.2%						11.6%
Increase in revenue from $4.9B in fiscal year 2023						Adjusted EBITDA margin1


$6.11						$401M
Adjusted diluted earnings per share1						Free cash flow1

1.Adjusted earnings metrics and free cash flow are non-GAAP terms. A summary of our use of non-GAAP numbers as well as a description of how we calculate them, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2024, and filed with the SEC on November 21, 2024.


2			MAXIMUS 2025 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Moving our Talent Forward

At Maximus, we want our employees to have a career, not just a job. This means it will take all of us, through tools, processes, technology, and a shared vision, to enable our talent to both redeploy internally and level-up for future skills. We are committed to Moving Our Talent Forward. Embarking on an organization-wide initiative of the same name, we are focused on planning and meeting our organization’s current and future strategic talent goals by empowering our most important success factor–our employees.



Mobilizing our talent internally as the business needs						Helping employees level-up for future skill needs

To support mobilizing our talent internally, we created a Strategic Workforce Planning (SWP) function to ensure we are taking an employee-centric approach to streamlining the redeployment of our workforce. They are dedicated to ensuring we have the right people with the right skills at the right time to meet the demands of our government clients to effectively serve and support the citizens in our own communities. This team partnered with the business to implement the “Beach,” which is a virtual status that bridges the gap between assignments, providing income and benefit continuity, proactively nurturing our employees during times of change, providing them with stability, and enabling employees to move more seamlessly to new projects. Since its implementation, we have matched 2,100 employees ending a project with open positions. preventing potential reductions in force (RIFs). These efforts created value by avoiding severance, recruitment, and rehiring expenses, and created an atmosphere of increased employee security by ensuring their careers could continue.						To support our employees' journey to level-up for future skills, we are committed to and value ongoing development and continuous learning for all Maximus employees. Maximus offers a variety of instructor-led and self-paced learning programs for diverse audiences ranging from individual contributors to frontline supervisors and executive leadership. Our project training teams manage customized programs supporting contract requirements, customer service, local leadership development, and employee engagement. We also provide many employees with online role-based and skill-based learning tools. Starting in 2023, to support our transition to a Skills-Based Organization, we invested in internal cross-functional resources and into an innovative AI Total Talent Management System, Eightfold. Officially launched on October 1, 2024, Eightfold will ultimately enable us to address talent needs and gaps more effectively as it is a career hub that gives Maximus more data and insight into the skillsets of our employees, recommends internal roles based on skillsets and career aspirations, and connects employees to skill development opportunities.

Our Values

We continue to build a culture that embodies our values of accountability, collaboration, compassion, customer focus, innovation, and respect. To support this, we look for ways to continuously embed these values into our organizational DNA, guiding our conduct and decision-making and reflecting our collective beliefs and ambitions. At Maximus, we share an authentic desire to do something meaningful to help others succeed. This is the Maximus culture and the bedrock of our brand identity and values. It’s who we are.

Respect

Compassion

Innovation

Accountability

Collaboration

Customer Focus


			MAXIMUS 2025 PROXY STATEMENT			3


PROXY SUMMARY			Table of Contents

Strategy for Growth

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

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

Technology
Modernization

Future
of Health

Customer Services,
Digitally Enabled

•Modernizing programs and legacy technology systems to be agile enough to meet the needs of a rapidly changing world can be hard. We make that easier by offering more options for modernizing programs – aligning solutions around the unique circumstances of each program.

•We use innovative techniques and proven technologies and analytics to meet individuals on their own terms.

•We automate complex processes and empower health professionals with timely, actionable data – enabling them to focus on individuals while responding to community needs at scale.

•Our solutions provide streamlined and equitable access to critical benefits.

•We apply advances in business intelligence, predictive analytics, and emerging technologies to unlock the full potential of an agency’s mission. We proactively detect and resolve barriers to reach target populations.


4			MAXIMUS 2025 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Board of Directors

The Nominating and Governance Committee (N&G) works directly with the Chairman to lead 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 contributions of the individual directors. In fiscal year 2024, the N&G Committee recommended retaining the committee structure that was implemented on January 1, 2024.

Name

Age

Director Since

Audit

Nominating & Governance

Compensation & Human Resources

Technology Committee

Anne K. Altman

2016

Bruce L. Caswell

2018

John J. Haley

2020

Jan D. Madsen

2020

Richard A. Montoni

2006

Gayathri Rajan

2016

Raymond B. Ruddy

2004

Michael J. Warren

2019

Committee Chair

Committee Member


			MAXIMUS 2025 PROXY STATEMENT			5


PROXY SUMMARY			Table of Contents

Board Composition

The N&G Committee has worked to ensure that Maximus' Board reflects that of a strategic asset board that is richly defined by a variety of skills that will benefit the long-term strategy of the organization while at the same time representing the needs of our shareholders. As a global company, with a wide array of stakeholders, whose employees, customers, and stakeholders represent a wide variety of backgrounds, ethnicities, genders, etc, we are proud of our board composition and feel that it represents us well.

Current Board Composition:

Director Tenure

Director Age

5 - 9 years

50's

60's

10+ years

70's

80's


6			MAXIMUS 2025 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Our 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	59	Chief Executive Officer, President and Director
David W. Mutryn	43	Chief Financial Officer and Treasurer
Ilene R. Baylinson	68	General Manager, U.S. Services
Michelle F. Link	50	Chief Human Resources Officer
John T. Martinez	52	Chief Legal Officer and Corporate Secretary

The following information sets forth biographical information for the past five years of the executive officers. Such information with respect to Bruce L. Caswell, our Chief Executive Officer and President, is set forth below in the “Proposal 1 - Election of Directors” section.

David W. Mutryn assumed the role of Chief Financial Officer in 2021. Mr. Mutryn joined Maximus in 2016 as 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.

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 from 2015 to 2020. Ms. Baylinson joined Maximus in 1991.

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 (now Elevance Health), CIGNA, and Corning.

John T. Martinez joined Maximus in September 2023 as Chief Legal Officer and Corporate Secretary. Mr. Martinez previously served as Vice President and General Counsel of GE Aerospace from August 2021 to September 2023 where he was responsible for developing and executing GE Aerospace's legal strategy across the commercial aviation and defense sectors and led GE Aerospace's global legal, contracts, compliance, and government relations organizations. In the ten years prior, Mr. Martinez served in roles including senior leadership positions at Raytheon Intelligence & Space, the Director of National Intelligence, and the Central Intelligence Agency.


			MAXIMUS 2025 PROXY STATEMENT			7

Corporate Governance

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 projects, and about compliance with the Company’s policies and procedures and code of ethics.

Board of Directors

Audit Committee

Nominating and
Governance Committee

Compensation and Human Resources Committee

Technology Committee

Oversees management of business and operational risks that could have a financial impact, such as those relating to internal controls and liquidity.

Manages the risks associated with compliance matters, including receiving regular reports from the Company’s CCO governance issues, such as the independence and performance of the Board, and environmental and social issues.

Responsible for managing the risks relating to the Company’s executive compensation and succession plans and policies.

Assists the Board with oversight of the Company’s information technology risks, strategic technology investments, and the quality and effectiveness of the Company’s cybersecurity policies and practices, including the company's use of artificial intelligence.

Enterprise Risk Management

Annually, the Company surveys key leaders of the Company to identify significant risks facing the Company. Those risks are ranked based on likelihood of occurrence as well as potential impact and assigned a risk manager. Management engages risk managers to regularly update performance metrics and mitigation plans for risks identified in the assessment process. The Risk Governance Committee, a management committee made up of key leaders of the Company, oversees performance and mitigations, and determines action necessary based on the Company's tolerance for risk. The outcome of the Risk Governance Committee's process is reported to the Board. This process also informs the Company's disclosure and discussion of risks in its SEC filings.


8			MAXIMUS 2025 PROXY STATEMENT


Table of Contents			CORPORATE GOVERNANCE

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 oversight, 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 for Corporate Governance are available on our Corporate Governance web page at investor.maximus.com/governance. 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

Under our Guidelines for Corporate Governance and New York Stock Exchange (“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, Richard A. Montoni, Gayathri Rajan, Raymond B. Ruddy, and Michael J. Warren.

How We Are Elected

The Board of Directors currently consists of eight directors. All directors are elected annually for one-year terms, and the Board has nominated the eight director nominees for election at the Annual Meeting. If you sign and return your proxy card, the persons named as proxies in the proxy card will vote to elect those eight nominees unless you mark your proxy card otherwise. You may not vote for a greater number of nominees than eight. 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.


			MAXIMUS 2025 PROXY STATEMENT			9


CORPORATE GOVERNANCE			Table of Contents

Director Nomination Process

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. The Chief Executive Officer and members of the Nominating and Governance Committee interview prospective candidates. The Nominating and Governance Committee recommends final candidates for approval by the full Board of Directors.

Shareholder Recommendations and Nominations of Director Candidates

The Nominating and Governance Committee will consider qualified 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 may submit candidates for consideration by the Nominating and Governance Committee if such shareholder gives timely written notice, in proper form, for each such recommended director nominee. To be timely for the 2026 Annual Meeting of Shareholders, the notice must be received within the time frame set forth in “Shareholder Proposals and Directors For Our 2026 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.

Insider Trading Policy

We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other covered persons that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended September 30, 2024.

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. 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.


10			MAXIMUS 2025 PROXY STATEMENT


Table of Contents			CORPORATE GOVERNANCE

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 10 meetings during fiscal year 2024. During our 2024 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 of our directors attended our annual meeting in 2024.

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, presides over the executive sessions.

Board Evaluations

As part of the Board’s ongoing commitment to continuous improvement, 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. Based on results of the annual assessments, the Chair of the Board provides feedback to each respective Board member. In addition, an outside expert is engaged every five years to perform an in-depth, independent assessment. The most recent external assessment was completed in fiscal year 2022. Board members received f