DEF 14A of Maximus, Inc., Jan 24, 2024

DEF 14A of Maximus, Inc.

Filed Jan 24, 2024 · FY20230001032220-24-000009

Open on EDGAR

  1. Racial Equity Audit

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Anne K. Altman(2) | 150,000 | 218,000 | 368,000 | | John J. Haley(3) | — | 468,000 | 468,000 | | Jan D. Madsen(4) | 75,000 | 225,000 | 300,000 | | Richard A. Montoni(5) | 335,000 | — | 335,000 | | Gayathri Rajan(6) | 150,000 | 150,000 | 300,000 | | Raymond B. Ruddy(7) | 360,000 | — | 360,000 | | Michael J. Warren(8) | 150,000 | 150,000 | 300,000 |

  2. Nominees for Director (terms expiring in 2025)

    Nominees for Director (terms expiring in 2025)

  3. Nominees for Director (terms expiring in 2025)

    | | The Board of Directors recommends that the shareholders vote “FOR” the eight nominees set forth below. |

  4. Nominees for Director (terms expiring in 2025)

    | 22 | MAXIMUS 2024 PROXY STATEMENT | |

  5. Nominees for Director (terms expiring in 2025)

    | Table of Contents | PROPOSAL ONE |

  6. Nominees for Director (terms expiring in 2025)

    | | 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. Why she is valuable to Maximus: Ms. Altman’s qualifications and skills include her experience with public sector clients and the information technology industry including security, analytics, cognitive, digital, commerce, and cloud capabilities. She provides expertise around ESG and responsible stewardship. •Federal Government Contracting – at IBM, held positions of General Manager, U.S. Federal and Government Industries ($4B business) and General Manager, Global Public Sector ($20B business). Responsible for strategy, solution development, and services for U.S. Federal Government and global public sectors, as well as compliance with federal and international regulations. •Technology Modernization, Government Citizen Services, Cybersecurity & Data Privacy – proven experience in the IT industry, where she dealt with security, analytics, cognitive, digital, commerce, and cloud capabilities. Started career in 1981 as a system engineer, involved in various government-facing projects requiring innovation and problem-solving, as well as maintenance and security of data. Led IBM’s Smarter Cities initiative helping organizations, states and countries focus on transforming infrastructure, citizen-based services, healthcare, and education all directed at improving economic vitality. •Financial Acumen, Mergers & Acquisitions – at IBM, track record of successful management of global P&L’s of more than $5B. Led and/or contributed to various acquisitions ranging from $200M - $2.6B, ~ $5B in total. Participated in programmatic M&A by identifying needed capabilities and working with M&A team to identify appropriate targets. M&A work consisted of acquisitions in the healthcare industry, Watson analytics, and the IBM Mainframe. As a Director for SPX Flow, Inc., participated in the process to take the company private in 2021. •International Experience – at IBM, led global software account manager sales organization with customers consisting of government and commercial entities, led global public sector, which included government healthcare, life sciences, and education industries, as well as the global mainframe business. Professional experience also includes working with both NATO and the EU. •Environment, Social, Governance Expertise – •E: As Chair of the Nominating and Governance Committee of SPX Flow, Inc., oversaw and contributed to efforts to reduce carbon footprint of a manufacturing company. •S: Led IBM’s women’s diversity group from 2013 to 2016. Co-Founder of Everyone Matters, Inc, a social impact enterprise with a focus on ensuring everyone has equal access to health, education, and government services. Co-chaired Executive Development Course at George Mason University in 2021, titled Organizational Strategies: Ensuring Diversity, Equity and Inclusion •G: Chair or member of Nominating and Governance Committees, focused on discipline and finding best practices and processes for companies to implement. | | Anne K. Altman Age: 64 Director Since: 2016 Vice Chair Since: 2021 Committees as of January 1, 2024: Nominating and Governance (Chair), Compensation and Human Resources Education: B.S., George Mason University More: Co-Founder & CEO, Everyone Matters, Inc. Chairman of the Board, Siemens Government Technologies, Inc. Board Member, TechFlow, Inc. Board Member, Gunnison Consulting Group, Inc. Board Member, National Symphony Orchestra | |

  7. Nominees for Director (terms expiring in 2025)

    | | MAXIMUS 2024 PROXY STATEMENT | 23 |

  8. Nominees for Director (terms expiring in 2025)

    | PROPOSAL ONE | Table of Contents |

  9. Nominees for Director (terms expiring in 2025)

    | | 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 & Education Industries for IBM Business Consulting Services. 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 serve as a director. •Business Process Services, Technology Modernization, Government Citizen Services – at Price Waterhouse contributed to nationwide transformation in the delivery of public assistance benefits leveraging financial services infrastructure. At IBM managed emerging technology team in Pervasive Computing division, lead Federal technology modernization bids, and ultimately P&L responsibility for state, local, and education technology solutions delivery. As President & General Manager of multiple Maximus business segments from 2004 - 2014, and subsequently company President, oversaw business process outsourcing and technology modernization projects that carried out critical Federal and state programs. •International Expertise – as Maximus’ CEO and President, is a strategic leader of a multi-national business with operations in Commonwealth nations (e.g., United Kingdom, Australia, and Canada) and selective emerging markets. Familiar with international government contracting, oversight, and regulatory environment and manages impact of political and macro-economic factors on the portfolio. •Financial Acumen, Mergers & Acquisitions – as CEO and President of Maximus, has track record of successful management of global P&L’s of more than $4B. Oversees programmatic M&A team, whose objective is to work with business leaders to identify needed capabilities and appropriate targets to strengthen longer-term organic growth. •Federal Government Contracting – began career in Federal consulting with Price Waterhouse. Served as capture lead on complex systems-integration bids and subsequently led Federal Sales for IBM Business Consulting Services for three years, requiring deep understanding of Federal procurement processes and regulations related to pricing, bidding, and contracting. | | Bruce L. Caswell Age: 58 Director Since: 2018 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 Chairman of the Board, Northern Virginia Technology Council | |

  10. Nominees for Director (terms expiring in 2025)

    | 24 | MAXIMUS 2024 PROXY STATEMENT | |

  11. Nominees for Director (terms expiring in 2025)

    | Table of Contents | PROPOSAL ONE |

  12. Nominees for Director (terms expiring in 2025)

    | | 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 of the Board. 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). 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 valuable compensation and benefits expertise. •Additional CEO/CFO, Public Board, NEO Experience – CEO of Willis Towers Watson for 23 years. Chairman of the Board for Hudson Highland, a publicly traded company. •International Experience – As CEO of Towers Watson, oversaw merger of equals with Willis Towers, a UK-based company. As a combined entity, Willis Towers Watson operates globally in areas such as Europe, Asia, and the US. While CEO, oversaw the opening and maintenance of offices in Dubai and Kingdom of Saudi Arabia. For six years, served as a Board member on the US-China Business Council. •Financial Acumen – as CEO of Willis Towers Watson, has demonstrated expertise of overseeing $10B P&L, oversaw CFO and signed quarterly SEC certifications. •Mergers & Acquisitions – Responsible for several integral acquisitions which ultimately formed present-day Willis Towers Watson, including acquisitions of large firms in Germany and the Netherlands. •Environment, Social, Governance: •E: Contributor to World Economic Forum with focus on climate resilient infrastructure. At Willis Towers Watson, spearheaded the Coalition for Climate Resilient Investment, which represents 34 companies with more than $5T in assets. Oversaw establishment of key ESG metrics. •S: Presented to United Nations on “Employment: The Autism Advantage” in 2021, working with organizations to recruit and train persons with autism. •G: Leverages experience from Willis Towers Watson to enhance governance programs, particularly with respect to Board and NEO compensation structures, driving focus on shareholder return and best practices. | | John J. Haley Age: 74 Chair Since: 2021 Director Since: 2020 Committees as of January 1, 2024: Compensation and Human Resources (Chair), Nominating and Governance, Technology Prior Tenure on Board of Directors: 2002 – 2019 Education: A.B., Rutgers University More: Director, Willis Towers Watson (until 2021) | |

  13. Nominees for Director (terms expiring in 2025)

    | | MAXIMUS 2024 PROXY STATEMENT | 25 |

  14. Nominees for Director (terms expiring in 2025)

    | PROPOSAL ONE | Table of Contents |

  15. Nominees for Director (terms expiring in 2025)

    | | 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, recently rebranded 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 West, Ms. Madsen held various finance and operating roles at First Data Corporation, including segment chief financial officer and senior vice president of six sigma quality, earning her certifications in six sigma process improvement methodologies. Prior to 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, information technology, enterprise risk management ("ERM"), human resources, communications and marketing, facilities, internal audit, and continuous improvement. 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. •Financial Acumen – Certified Public Accountant with over fifteen years of experience in global public company senior finance and operations roles, including CFO of West Corporation, segment CFO of First Data, and currently EVP of Creighton University. •Additional CEO/CFO, Public Board, NEO Experience – CFO of West Corporation (2014 – 2018, $3B revenue; $5B market cap). Executive Vice President of Creighton University. •Technology Modernization – At First Data, a company focused on selling technology platforms to financial institutions, gained experience in product development, innovation, and software development. Developed and led six sigma process improvement program for 5 years. At West Corporation, provided technology-enabled services to Fortune 500 customers for communications, marketing, and customer care services, and safety and security services (i.e.: 911 support) to state and local government customers. •Mergers & Acquisitions – In previous roles, led and contributed to multiple acquisitions, working directly with investment bankers. Most recently, at West Corporation completed $335M acquisition of Nasdaq’s digital media businesses in 2018 and took West Corporation private in 2017, a $5B transaction. Took First Data private in 2007, a $29B transaction. •Cybersecurity & Data Privacy – Holds NACD certification on Cyber-Risk Oversight. •Environmental, Social, Governance: In addition to completing NACD training on ESG Oversight: •E: At Creighton University, working with their Sustainability Committee to measure and reduce emissions of the University. Collaborating with fund managers to understand ESG ratings of University Endowment’s portfolio. •S: As EVP of Creighton University, where DE&I is a strategic pillar, co-leads goal setting and participates in or contributes to initiatives. | | Jan D. Madsen Age: 60 Director Since: 2020 Committees as of January 1, 2024: Audit (Chair), Technology Education: B.S.B.A., University of Nebraska – Lincoln More: Certified Public Accountant | |

  16. Nominees for Director (terms expiring in 2025)

    | 26 | MAXIMUS 2024 PROXY STATEMENT | |

  17. Nominees for Director (terms expiring in 2025)

    | Table of Contents | PROPOSAL ONE |

  18. Nominees for Director (terms expiring in 2025)

    | | 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. from 2000 to 2001. From 1996 to 2000, he was Chief Financial Officer and Executive Vice President for CIBER, Inc. 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. 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 other senior leadership positions at the Company. •Additional CEO/CFO, Public Board, NEO Experience – CFO of Managed Storage International (2000 – 2001), CFO of CIBER (1996 – 2000). •Financial Acumen – Various CFO roles at Managed Storage International, CIBER, and Maximus (2002-2006), and KPMG LLP audit partner. •International Experience, Mergers & Acquisitions – As CEO of Maximus, led growth strategy into UK, Canada and Australia, largely executed through mergers and acquisitions. Oversaw Corporate Development team responsible for targeting acquisitions, due diligence, and working with bankers to execute. •Government Citizen Services, Business Process Services – As CFO and CEO of Maximus, oversaw divisions responsible for various business process outsourcing projects that carried out critical programs on behalf of Health and Human Services government agencies. | | Richard A. Montoni Age: 72 Director Since: 2006 Vice Chair Since: 2018 Committees as of January 1, 2024: Technology (Chair), Audit Education: Masters, Accounting, Northeastern University B.S., Economics, Boston University | |

  19. Nominees for Director (terms expiring in 2025)

    | | MAXIMUS 2024 PROXY STATEMENT | 27 |

  20. Nominees for Director (terms expiring in 2025)

    | PROPOSAL ONE | Table of Contents |

  21. Nominees for Director (terms expiring in 2025)

    | | Career Snapshot: Ms. Rajan is the Senior Vice President of Data and AI Products at Adyen, a financial technology platform. Previously, Ms. Rajan was the Chief Product Officer at DriveWealth. Mas. Rajan spent more than 16 years at Google as Product VP and GM for Google Maps Platform, and in roles leading product development for Good Payments, Android, and Advertising. Prior to that, Ms. Rajan held engineering and product management roles at Air Products & Chemicals, The Vanguard Group, and Unilever. Why she is valuable to Maximus: Ms. Rajan brings to Maximus cutting-edge information technology expertise that has been used to build secure, scalable financial platforms and innovative consumer-centric products. •Technology Modernization – VP and General Manager of Google Maps Platform (2016-2022), including management of Enterprise P&L. As SVP of Product at Adyen, and previously Chief Product Officer at DriveWealth, oversees product development and go-to-market strategies. •Cybersecurity & Data Privacy – Product development roles include consideration for cyber risks and contribution to overall cybersecurity strategy. As a seasoned technology professional, stays relevant on cybersecurity topics and has the technical background to speak the cyber language effectively. •Additional CEO/CFO, Public Board, NEO Experience – Chief Product Officer, DriveWealth. •International Expertise – As VP and General Manager of Google Maps Platform, led a business based in over 220 countries with teams in Australia and the UK. In previous roles, worked with customers in Asia, Europe, Latin America, and Africa. Responsibilities have required an understanding of local norms regarding technology, local tax requirements, and regulations, ensuring products operate effectively in-country. •Mergers & Acquisitions – As VP and General Manager of Google Maps Platform, contributed to programmatic M&A process, with particular focus on due diligence. | | Gayathri Rajan Age: 56 Director Since: 2016 Committees as of January 1, 2024: Technology, Nominating and Governance Education: MBA Stanford University, MSc Computer Science, University of Pennsylvania B.A. and M. Eng, Chemical Engineering, Cambridge University More: Commonwealth Scholar Arjay Miller Scholar at Stanford GSB Board Member, Shape Therapeutics, Inc. | |

  22. Nominees for Director (terms expiring in 2025)

    | 28 | MAXIMUS 2024 PROXY STATEMENT | |

  23. Nominees for Director (terms expiring in 2025)

    | Table of Contents | PROPOSAL ONE |

  24. Nominees for Director (terms expiring in 2025)

    | | 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 in 1985, 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. 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. •Financial Acumen – Partner with Touche Ross, LLP, Managing Partner of Consulting in the Boston office, and Associate National Director of Consulting (1982-1984). Began career with Maximus overseeing Controllership. •Mergers & Acquisitions – As executive at Maximus, led and/or oversaw financial aspect of various acquisitions, oversaw financial aspect of Maximus IPO in 1997. •Industry Health and Human Services – At Maximus, President of Consulting group, led state-facing programs focused on revenue maximization services with a focus on Medicaid and welfare programs. | | Raymond B. Ruddy Age: 80 Director Since: 2004 Vice Chair: 2005 – 2018 Committees as of January 1, 2024: Audit, Nominating and Governance Prior Tenure: 1985 – 2001 Education: MBA, Wharton School of Business of the University of Pennsylvania B.S., Economics, Holy Cross College | |

  25. Nominees for Director (terms expiring in 2025)

    | | MAXIMUS 2024 PROXY STATEMENT | 29 |

  26. Nominees for Director (terms expiring in 2025)

    | PROPOSAL ONE | Table of Contents |

  27. Nominees for Director (terms expiring in 2025)

    | | Career Snapshot: Mr. Warren is the Managing Director of the Global Innovation and Growth Group of Albright Stonebridge Group, part of the Dentons Global Advisor. He served as ASG’s Managing Principal from 2013 to 2017 and as Principal from 2009 to 2013. Prior to ASG, Mr. Warren 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. 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. 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. •Additional CEO/CFO, Public Board, NEO Experience, Financial Acumen – Managing Director of Albright Stonebridge Group (“ASG”) (2013-2017). Chief Operating Officer and Chief Financial Officer of Stonebridge International (2004 to 2009). Chair of Audit Committee for Yale University. Chaired Investments Committee for DC Pension Fund for 16 years. Board of Trustees and of the Risk and Audit Committees, Commonfund. •International Experience, Mergers & Acquisitions – Through various positions at ASG, gained over 20 years of experience advising clients on international growth strategies (including mergers and acquisitions), stakeholder management issues, and economic and geopolitical issues affecting global markets. As Managing Director of ASG, led multiple strategic acquisitions as part of the firm’s broader growth strategy. •Technology Modernization – Leads ASG’s Global Innovation and Growth Group – advises clients on international growth strategies, stakeholder management issues, and economic and geopolitical issues affecting global markets, operating at the intersection of public and private sectors. •Environmental, Social, Governance: •G: in addition to deep experience serving various Boards, both public and private, has recently restructured governance model of ASG. | | Michael J. Warren Age: 56 Director Since: 2019 Committees as of January 1, 2024: Compensation and Human Resources, Technology 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; Board of Trustees, Yale University; Member, Yale Corporation Investment Committee; Director, Walker & Dunlop Inc.; Director, Ripple Labs; Director, Brookfield Business Partners | |

  28. Nominees for Director (terms expiring in 2025)

    | 30 | MAXIMUS 2024 PROXY STATEMENT | |

  29. Key Fiscal Year 2023 Compensation Actions

    | Compensation Component | Link to Business and Talent Strategies | Fiscal Year 2023 Compensation Actions | | Base Salary (Page 44) | •Competitive base salaries reflect each NEO’s skills, experience, and responsibilities to provide regular fixed income and help attract and retain executive talent. | •Mr. Caswell did not receive a base salary increase. •Mr. Mutryn received a larger than normal increase in fiscal year 2023 to bring him above the 25th percentile of market. •Several other NEOs received a base increase to bring their base pay closer to the median of our peers and market. | | Executive Bonus Plan (“EBP”) Compensation (Page 45) | •Focus executives on achieving annual financial and non-financial results that are key indicators of annual financial and operational performance. EBP pool is funded based on four metrics: •Net Operating Income (65%) •New Contract Awards (20%) •Diversity, Equity, and Inclusion (7.5%) •Employee Engagement (7.5%) Individual payouts are determined based on the achieved results against pre-established performance targets and the Compensation and Human Resources Committee’s assessment of the individual contribution of each NEO. | •Net Operating Income achieved 96.6% of target performance. New Contracts Awards was below threshold performance. Employee Engagement was at threshold and while Maximus' efforts and continued focus on improving DE&I we're highlighted by the Compensation and Human Resources Committee, threshold was missed as overall hiring levels were down from historical levels. •The EBP payouts for the CEO and other NEOs, based on the compensation formulas, were 59.0% of target. •Consistent with the conditions of the EBP, as of the beginning of the year, the Committee has the authority to adjust the bonus pool funding by up to +/- 25%. The Committee increased the bonus pool primarily recognizing the impact on Net Operating Income of the initial phases of certain investments that were not contemplated during target setting for fiscal year 2023 and the increased effort required by management that, while being recognized for future periods, will be included in the target goals. •In total, the Compensation and Human Resources Committee approved overall EBP pool funding of 73.0% of target, subject to individual performance achievement, for fiscal year 2023. | | Long-Term Incentive Plan Compensation (Page 49) | •Fiscal 2023 annual equity-based awards consist of restricted stock units (RSUs) and performance stock units (PSUs). •PSUs vest based on our performance against two pre-established metrics: diluted earnings per share (EPS) and relative Total Shareholder Return (TSR). •RSUs and PSUs provide focus on our long-term financial objectives, stock price growth, and our talent retention objectives. | •RSUs vest over three years, in equal annual installments. •PSUs cliff-vest at the end of the three-year performance period subject to achieving pre-set EPS and relative TSR performance targets. •EPS PSUs vest after three years but are divided into three equal tranches that each have a target goal for annual earnings per share. •TSR PSUs vest after three years based on our relative TSR performance evaluated against S&P 400 Value index. |

  30. Independence Assessment of Compensation Consultant

    Independence Assessment of Compensation Consultant The Compensation and Human Resources Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent consulting firm, to advise it on executive compensation programs. The Compensation and Human Resources Committee reviewed the independence of FW Cook in light of SEC rules and NYSE listing standards and has concluded that the consultant’s work for the Compensation and Human Resources Committee was independent and did not raise any conflict of interest.

  31. Executive Compensation Practices

    | ✔ | 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 and Human Resources 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 meaningful stock ownership for all senior leaders | ✘ | Do not backdate equity awards | | ✔ | 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 including meeting the newly released SEC requirements | ✘ | Do not allow repricing of underwater stock options without shareholder approval | | ✔ | Strong shareholder and stakeholder engagement | ✘ | Do not provide excessive perquisites |

  32. Peer Group Selection and Market Data

    Peer Group Selection and Market Data The Compensation and Human Resources Committee uses comparative industry data to assist it in evaluating our executive compensation program. With the assistance of the independent compensation consultant, the Compensation and Human Resources 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 a determining factor in compensation decisions.

  33. Peer Group Selection and Market Data

    | 42 | MAXIMUS 2024 PROXY STATEMENT | |

  34. Peer Group Selection and Market Data

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  35. Peer Group Selection and Market Data

    For purposes of fiscal year 2023 compensation, the Compensation and Human Resources Committee reviewed compensation practices for the following comparable companies based on analysis provided by FW Cook. Based on the criteria discussed above, the Compensation and Human Resources Committee decided to add Conduent, Parsons, WEX, and AMN Healthcare Services to the compensation peer group. These additions reflect our peer review methodology and are comparable to Magellan Health, Inc and ManTech International which were removed from the peer group this year. Entities were removed either through their acquisition by another company or, in the case of Allscripts Healthcare Services, where the Compensation and Human Resources Committee identified a better comparator in AMN Healthcare

  36. Peer Group Selection and Market Data

    | AMN Healthcare Services, Inc. | KBR, Inc. | | Booz Allen Hamilton Holding Corp. | Leidos Holdings, Inc. | | CACI International | Parsons Corporation | | Conduent, Inc. | Science Applications International Corp. | | Gartner, Inc. | Tetra Tech, Inc. | | Genpact Limited | WEX, Inc. | | ICF International | |

  37. Peer Group Selection and Market Data

    The Compensation and Human Resources Committee believes that this peer group was appropriate as it represented a comparable group of public companies with similar business models and of similar revenue size. At the time the compensation peer group for fiscal 2023 was approved, the Company was at the 46th percentile for revenue, and 31st percentile for total assets compared to the new compensation peer group. As there is limited data on positions other than the CEO and CFO in the peer group data, the Compensation and Human Resources 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 and Human Resources Committee does not review the specific companies included in these surveys and the data presented to the Compensation and Human Resources Committee is general and not specific to any particular subset of companies.

  38. Peer Group Selection and Market Data

    | | MAXIMUS 2024 PROXY STATEMENT | 43 |

  39. Peer Group Selection and Market Data

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  40. Peer Group Selection and Market Data

    Fiscal Year 2023 Named Executive Officer Compensation

  41. Fiscal Year 2023 Total Direct Compensation Elements

    | | Base Salary | Annual Cash Incentive (Bonus) | PSU | RSU | | Who Receives | CEO & Other 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 annually) | | How Payout Determined | Compensation and Human Resources Committee determination | Pre-established formula. Compensation and Human Resources Committee maintains +/- 25% pool modifier | Value of PSUs at vesting is tied to achieved performance results against pre-established metrics and our stock price performance | Ongoing service through each applicable vesting date | | Fiscal Year 2023 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 |

  42. Executive Bonus Plan

    Executive Bonus Plan The Compensation and Human Resources Committee attempts to set 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) targets also generally approximate the market median. Our short-term incentive plan is governed by the following considerations: •Tying metrics and key indicators to the Company’s short-term strategic and financial objectives •Establishing performance goals that are reasonably achievable with effort and viewed as fair, while at the same time, encouraging stretch performance •Identifying metrics are within line-of-sight that can be influenced by the executives participating in the plan and for which there is accountability •Basing annual incentive payouts earned on overall Company, as well as individual, performance The Compensation and Human Resources Committee determined the fiscal year 2023 annual cash incentive awards for the NEOs using the following framework:

  43. Executive Bonus Plan

    | Base SalaryX | Annual Target PercentageX | EBP PerformanceX | Individual Performance | • | Earned Award |

  44. Executive Bonus Plan

    | | MAXIMUS 2024 PROXY STATEMENT | 45 |

  45. Executive Bonus Plan

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  46. Executive Bonus Plan

    The target annual cash incentive opportunity as a percent of annual base salary for each of our NEOs in fiscal year 2023 was as follows:

  47. Executive Bonus Plan

    | | Fiscal Year 2022 Target Annual Incentive as Percent of Base Salary (%) | Year Over Year Increase to Bonus Target (%) | Fiscal Year 2023 Target Annual Incentive as Percent of Base Salary (%) | | Bruce L. Caswell | 150% | 0% | 150% | | David W. Mutryn | 65% | 5% | 70% | | Teresa A. Weipert | 65% | 10% | 75% | | Ilene R. Baylinson | 65% | 5% | 70% | | David R. Francis | 65% | 5% | 70% |

  48. Executive Bonus Plan

    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 the Company but might adversely affect 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 are designed with rigor and their achievement is not guaranteed. All performance metrics are adjusted to eliminate the effects of currency fluctuations from budget, goodwill, mergers and acquisitions, changes in accounting standards, legal settlements or recoveries, and any gains or losses from discontinued businesses as well as other factors deemed appropriate by the Compensation and Human Resources Committee. For our non-financial metrics, we use both historical internal data and external benchmark data to set goals. The participants in our EBP, as recommended by the CEO and determined by the Compensation and Human Resources Committee, include our NEOs and approximately 25 other key executives (individuals that the CEO believes have the ability to directly deliver the results necessary to achieve the objectives). The metrics used in the EBP were Net Operating Income, New Contract Awards, Diversity, Equity, and Inclusion ("DE&I"), and Employee Engagement. We chose the metrics for the following reasons: •Net Operating Income: demonstrates both our financial and operational success and is our most heavily weighted metric. •New Contract Awards: demonstrates new customer growth and is indicative of future success and growth for the organization. •DE&I and Employee Engagement: these two goals were chosen as the fiscal year 2023 strategic, non-financial goals as we believe they are essential to demonstrating that Maximus is committed to maintaining and improving a strong relationship with its entire workforce. Our DE&I target is focused on making organizational improvements related to our U.S. DE&I strategy and our Engagement target is tied to our global employee net promoter score (eNPS) as ascertained through our global employee engagement survey and more frequent quarterly survey pulse checks. The targets for both DE&I and Employee Engagement are set with a mind towards external benchmarks and are challenging and their achievement is not guaranteed. In support of these goals, we have launched seven employee resource groups (ERGs), delivered unconscious bias training to all people managers, supported our staff in targeted professional development, enhanced our global employee wellbeing resources, reduced medical deductibles, introduced a PPO plan, and funded an employee assistance fund for employees experiencing hardships.

  49. Executive Bonus Plan

    | 46 | MAXIMUS 2024 PROXY STATEMENT | |

  50. Executive Bonus Plan

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  51. Executive Bonus Plan

    For fiscal year 2023, the goals for the original metrics used to fund the bonus were as follows:

  52. Executive Bonus Plan

    | Metric | Weight | 2022 Actual | 2023 Target | 2023 Actual | | Net Operating Income | 65% | $311M | $315M | $304M | | New Contract Awards | 20% | $2.05B | $2.20B | $1.28B | | DE&I | 7.5% | 133% of DE&I Target Goal | 100% of DE&I Target Goal | 60% of DE&I Target Goal | | Employee Engagement | 7.5% | 280% Increase | 16% Increase | 5% Increase |

  53. Executive Bonus Plan

    In aggregate, payout opportunities for achieving threshold, target, and outperform levels of achievement are 40%, 100%, and 220%. Each of the metrics in the EBP are 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:

  54. Executive Bonus Plan

    | | Threshold | Target | Outperform | Actual | Payout Achievement | Component Payout | | Net Operating Income ($ millions) | $268M | $315M | $362M | $304M | 86% | 56.0% | | New Contract Awards ($ billions) | $1.65B | $2.20B | $2.75B | $1.28B | 0% | 0.0% | | DE&I | 75% of DE&I Target | 100% of DE&I Target | 125% of DE&I Target | 60% of DE&I Target | 0% | 0.0% | | Engagement | 5% Increase | 16% Increase | 26% Increase | 5% Increase | 40% | 3.0% | | Weighted Average Payout for Goals: 59.0% | | | | | | | | Committee Approved Adjustment (+/- 25%): 14% | | | | | | | | Final Executive Bonus Pool Funding: 73.0% | | | | | | |

  55. Executive Bonus Plan

    | | MAXIMUS 2024 PROXY STATEMENT | 47 |

  56. Executive Bonus Plan

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  57. Determination of Fiscal Year 2023 Annual Cash Incentive Awards

    Determination of Fiscal Year 2023 Annual Cash Incentive Awards The Compensation and Human Resources Committee made the decision to adjust the overall EBP pool funding from the earned funding of 59% to 73%, subject to individual performance achievement, for fiscal year 2023. Consistent with the conditions of the EBP, as of the beginning of the year, the Compensation and Human Resources Committee used their authority to adjust the bonus pool funding by up to +/- 25% to increase the bonus pool by 14% primarily recognizing the impact on Net Operating Income of the initial phases of certain investments that were not contemplated during target setting for fiscal year 2023, while the related savings will be included in future targets, and the increased effort required by management to implement these investments.

  58. Determination of Fiscal Year 2023 Annual Cash Incentive Awards

    | | Target Annual Cash Incentive Opportunity ($) | Annual Cash Incentive Paid ($) | % of Target | | Bruce L. Caswell | 1,275,000 | 892,500 | 70.0 | | David W. Mutryn | 406,000 | 294,350 | 72.5 | | Teresa A. Weipert | 450,000 | 360,000 | 80.0 | | Ilene R. Baylinson | 371,000 | 306,075 | 82.5 | | David R. Francis | 360,500 | 261,363 | 72.5 |

  59. Long-Term Incentive Program

    Long-Term Incentive Program Long-term incentive (“LTI”) opportunities are generally established so that, when combined with salary and target annual bonus, target total direct compensation (“TDC”) falls at the approximate median of market levels. Realized LTI and TDC will then vary from the median based on actual financial and stock price performance. Our LTI program is forward-looking, so executives are issued consistent target awards annually. However, at times, they can also consider Company and individual performance during the prior fiscal year, as well as retention objectives for each executive. We manage our plans carefully to avoid excessive levels of shareholder value transfer in relation to peer companies. Additionally, we believe that the aggregate LTI cost must be reasonable in comparison to our peer companies, and the cost implications of such plans must be supported by our Company’s annual and longer-term operating plans. Each NEO has an annual long-term equity incentive target grant denoted in terms of a dollar value, which was allocated between PSUs and RSUs. Details on the types of equity awards granted are provided in the table below.

  60. Long-Term Incentive Program

    | Equity Award | Weighting | Rationale and Key Features | | PSUs | 100% CEO / 50% other NEOs | •Incentivize our executive officers to achieve specific measurable financial performance and shareholder return over a three-year performance cycle. •The PSUs are split evenly, on a value basis, between PSUs that are based on 3-year relative TSR performance (“TSR PSUs”) and PSUs that are based on annual adjusted EPS growth (“EPS PSUs”). •Earned shares vest and are issued at the end of the 3-year performance cycle and payouts can range from 0%-150% for the TSR PSUs and 0%-200% for the EPS PSUs. | | RSUs | 0% CEO / 50% other NEOs | •Align pay and company performance as reflected in our stock price. •Encourage retention of our executive officers' services and promote ownership by our executives in Company stock. •RSUs vest in one-third installments at the end of each of the first three years following grant. |

  61. Long-Term Incentive Program

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  62. Long-Term Incentive Program

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  63. Long-Term Incentive Program

    PSU Performance Metrics The performance measures and weightings for the fiscal year 2023 PSU awards are as follows:

  64. Long-Term Incentive Program

    | Performance Measures | Weighting | Description | | Relative TSR | 50% | •The TSR PSUs may be earned based on the Company’s TSR relative to the S&P 400 Value index, measured over a three-year performance period. •TSR PSUs require performance to be at the 50th percentile relative to the S&P 400 Value index comparator group for target vesting, and minimum performance to be at the 25th percentile relative to the comparator group for any vesting to occur. The maximum payout of 150% of target requires TSR performance to be at the 75th percentile or greater relative to the comparator group. | | Adjusted EPS Growth | 50% | •The EPS PSUs are separated into three tranches and may be earned based on fiscal year 2023, 2024, and 2025 performance, and then cliff vest at the end of a three-year vesting period to further align compensation outcomes with the long-term interests of the Company’s shareholders. •The initial target annual adjusted EPS growth is measured at a forecasted target with +5% being a maximum payout and -5% being zero payout. After the first year, target is set at a 5% increase over the prior year’s actual adjusted EPS. Each tranche will be earned based on the extent to which the Company achieves the applicable level of adjusted EPS growth over the immediately preceding fiscal year’s adjusted EPS result (i.e., each fiscal year’s actual result forms the baseline for the immediately following fiscal year’s performance measurement adjusted for the effects of changes in tax rate and weighted shares outstanding. The effects of acquisitions and other adjustments are applied to each respective period.). For threshold payout, the adjusted EPS growth must be at least 2% and maximum payout requires an increase of 10% or more. •“Annual EPS Growth” is defined as year over year growth of the Company’s adjusted EPS. “adjusted EPS” is defined as the Company’s fully diluted EPS, as adjusted for the positive or negative effect of: goodwill and intangible asset impairments; any changes in the effective income tax rate; changes in weighted average shares outstanding; contributions to the Maximus Foundation or other tax-exempt organizations; merger, acquisition and divestiture expenses; the amortization of intangible assets; the portion of gains or losses on disposals of assets in excess of $1 million (for the avoidance of doubt, the first $1 million is not adjusted); changes in accounting standards; the portion of legal settlements or recoveries in excess of $3 million (for the avoidance of doubt, the first $3 million is not adjusted); the portion of gains or losses from discontinued businesses in excess of $1 million (for the avoidance of doubt, the first $1 million is not adjusted); and the portion of acquisitions that have an accretive or dilutive impact in the year the acquisition occurs or in the following year in excess of $0.05 per share to either year (for the avoidance of doubt, the first $0.05 per share is not adjusted. |

  65. Long-Term Incentive Program

    | 50 | MAXIMUS 2024 PROXY STATEMENT | |

  66. Long-Term Incentive Program

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  67. Long-Term Incentive Program

    Fiscal Year 2023 LTI NEO Awards During fiscal year 2023, the Compensation and Human Resources Committee approved the grant of the following annual PSUs and RSUs.

  68. Long-Term Incentive Program

    | | PSU | | RSU | | | | Award (#) | Target Value ($)(1) | Award (#) | Target Value ($)(1) | | Bruce L. Caswell | 71,276 | 5,000,011 | — | — | | David W. Mutryn | 9,922 | 696,028 | 6,614 | 463,972 | | Teresa A. Weipert | 7,698 | 540,015 | 5,132 | 360,010 | | Ilene R. Baylinson | 5,666 | 397,470 | 5,666 | 397,470 | | David R. Francis | 5,506 | 386,246 | 5,506 | 386,246 |

  69. Long-Term Incentive Program

    1.Target Value is based on the fair market value of the stock price, $70.15, as of the grant date. 2021 Relative TSR Grant Vesting Achievement Relative TSR PSUs with a three-year performance period were previously reported in our proxy statement for the 2022 annual meeting at fair value at the time of grant. The 2021 relative TSR PSU awards compared Maximus' relative TSR, relative to other companies in the S&P 400 index (companies in the Index at the start of the performance period and that remained publicly traded at the conclusion of the performance period), and set the payout scale (% of target) as shown in the following table:

  70. Long-Term Incentive Program

    | TSR Ranking | Target Shares Earned (%) | | Below 25th percentile | Zero | | 25th percentile | 50 | | 50th percentile | 100 | | 75th percentile or more | 150 |

  71. Long-Term Incentive Program

    | MMS Ranking | Payout Percentage (%) | | 41st Percentile | 82 |

  72. Long-Term Incentive Program

    | | MAXIMUS 2024 PROXY STATEMENT | 51 |

  73. Long-Term Incentive Program

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  74. Long-Term Incentive Program

    Vesting Achievement Under the Third Tranche of the Fiscal 2021-2023 PSU Award Cycle The following table shows the performance of the second tranche of the Fiscal 2021-2023 EPS PSUs and the degree of attainment of the goals and resulting outcome.

  75. Long-Term Incentive Program

    | | Annual EPS Growth(1) Performance Range | | | | | | | | Threshold | Target | Stretch | Maximum | Fiscal 2023 Actual | Earned PSUs (as % of Target) | | Earned PSUs as a % of Target | 50% | 100% | 150% | 200% | | | | Fiscal 2023 Adjusted EPS Growth | 2% | 5% | 7.5% | 10% or more | -17.1% | 0% |

  76. Long-Term Incentive Program

    1.Adjusted EPS, as used for the Fiscal 2021-2023 EPS PSUs, is a non-GAAP measure and is adjusted EPS as shown in Item 7 of our Annual Report on Form 10-K and then further adjusted to include the amortization of intangible assets and exclude (i) any changes in the effective income tax rate, (ii) changes in weighted average shares outstanding, (iii) contributions to the Maximus Foundation or other tax-exempt organizations, (iv) merger and acquisition expenses, (v) the portion of gains or losses on disposals of assets in excess of $1 million, (vi) changes in accounting standards, (vii) the portion of legal settlements or recoveries in excess of $3 million, (viii) the portion of gains or losses from discontinued businesses in excess of $1 million and (ix) the portion of acquisitions that have an accretive or dilutive impact in the year the acquisition occurs or in the following year in excess of $0.05 per share to either year. Because of these adjustments to adjusted EPS, adjusted EPS as used for the Fiscal 2021-2023 EPS PSUs is not the same as adjusted EPS reported in Item 7 of our Annual Report on Form 10-K. The target number of EPS PSUs and actual number of earned EPS PSUs for the fiscal year 2021-2023 award cycle is summarized in the table below:

  77. Long-Term Incentive Program

    | | Target Number of PSUs in Each Vesting Tranche | Earned PSUs During Each Year of the Three-Year Performance Period(1)(2) | | | | | | First Tranche (200%) | Second Tranche (0%) | Third Tranche | | Bruce L. Caswell | 5,301 | 10,602 | 0 | 0 | | David W. Mutryn(3) | N/A | N/A | N/A | N/A | | Teresa A. Weipert(3) | N/A | N/A | N/A | N/A | | Ilene R. Baylinson | 1,152 | 2,304 | 0 | 0 | | David R. Francis | 864 | 1,728 | 0 | 0 |

  78. Long-Term Incentive Program

    1.EPS PSUs are eligible for dividend equivalents, which are subject to the same vesting conditions as the associated equity awards, during the vesting period. 2.To the extent that actual EPS growth falls between any two of the values indicated in the table above, the number of earned EPS PSUs will be determined by the Committee based on an interpolation between the applicable values. 3.Mr. Mutryn and Ms. Weipert were not NEOs in fiscal year 2021.

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  80. Long-Term Incentive Program

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  81. Long-Term Incentive Program

    Vesting Achievement Under the Second Tranche of the Fiscal 2022-2024 PSU Award Cycle The following table shows the performance of the first tranche of the Fiscal 2022-2024 EPS PSUs and the degree of attainment of the goals and resulting outcome. In the normal course, the earned PSUs will be subject to time-based vesting until September 30, 2024.

  82. Long-Term Incentive Program

    | | Annual EPS Growth(1) Performance Range | | | | | | | | Threshold | Target | Stretch | Maximum | Fiscal 2023 Actual | Earned PSUs (as % of Target) | | Earned PSUs as a % of Target | 50% | 100% | 150% | 200% | | | | Fiscal 2023 Adjusted EPS Target | 2% | 5% | 7.5% | 10% | -17.1% | 0% |

  83. Long-Term Incentive Program

    1.Adjusted EPS, as used for the Fiscal 2022-2024 EPS PSUs, is a non-GAAP measure and is adjusted EPS as shown in Item 7 of our Annual Report on Form 10-K and then further adjusted to include the amortization of intangible assets and exclude (i) any changes in the effective income tax rate, (ii) changes in weighted average shares outstanding, (iii) contributions to the Maximus Foundation or other tax-exempt organizations, (iv) merger and acquisition expenses, (v) the portion of gains or losses on disposals of assets in excess of $1 million, (vi) changes in accounting standards, (vii) the portion of legal settlements or recoveries in excess of $3 million, (viii) the portion of gains or losses from discontinued businesses in excess of $1 million and (ix) the portion of acquisitions that have an accretive or dilutive impact in the year the acquisition occurs or in the following year in excess of $0.05 per share to either year. Because of these adjustments to adjusted EPS, adjusted EPS as used for the Fiscal 2022-2024 EPS PSUs is not the same as adjusted EPS reported in Item 7 of our Annual Report on Form 10-K. The target number of EPS PSUs and actual number of earned EPS PSUs for the fiscal year 2022-2024 PSU award cycle is summarized in the table below:

  84. Long-Term Incentive Program

    | | Target Number of PSUs in Each Vesting Tranche | Earned PSUs During Each Year of the Three-Year Performance Period(1)(2) | | | | | | First Tranche (0%) | Second Tranche | Third Tranche | | Bruce L. Caswell | 5,658 | 0 | 0 | Fiscal 2024 Performance Period Has Not Completed | | David W. Mutryn | 769 | 0 | 0 | | | Teresa A. Weipert | 923 | 0 | 0 | | | Ilene R. Baylinson | 923 | 0 | 0 | | | David R. Francis | 769 | 0 | 0 | |

  85. Long-Term Incentive Program

    1.EPS PSUs are eligible for dividend equivalents, which are subject to the same vesting conditions as the associated equity awards, during the vesting period. 2.To the extent that actual EPS growth falls between any two of the values indicated in the table above, the number of earned EPS PSUs will be determined by the Committee based on an interpolation between the applicable values.

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  87. Long-Term Incentive Program

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  88. Long-Term Incentive Program

    Vesting Achievement Under the First Tranche of the Fiscal 2023-2025 PSU Award Cycle The following table shows the performance of the first tranche of the Fiscal 2023-2025 EPS PSUs and the degree of attainment of the goals and resulting outcome. In the normal course, the earned PSUs will be subject to time-based vesting until September 30, 2025.

  89. Long-Term Incentive Program

    | | Annual EPS Growth(1) Performance Range | | | | | | | | Threshold | Target | Stretch | Maximum | Fiscal 2023 Actual | Earned PSUs (as % of Target) | | Earned PSUs as a % of Target | 50% | 100% | 150% | 200% | | | | Fiscal 2023 Adjusted EPS Target | $3.82 | $4.02 | $4.12 | $4.22 | -6.47% | 0% |

  90. Long-Term Incentive Program

    1.Adjusted EPS, as used for the Fiscal 2023-2025 EPS PSUs, is a non-GAAP measure and is adjusted EPS as shown in Item 7 of our Annual Report on Form 10-K and then further adjusted to exclude (i) any changes in the effective income tax rate, (ii) changes in weighted average shares outstanding, (iii) contributions to the Maximus Foundation or other tax-exempt organizations, (iv) merger and acquisition expenses, (v) the portion of gains or losses on disposals of assets in excess of $1 million, (vi) changes in accounting standards, (vii) the portion of legal settlements or recoveries in excess of $3 million, (viii) the portion of gains or losses from discontinued businesses in excess of $1 million and (ix) the portion of acquisitions that have an accretive or dilutive impact in the year the acquisition occurs or in the following year in excess of $0.05 per share to either year. Because of these adjustments to adjusted EPS, adjusted EPS as used for the Fiscal 2023-2025 EPS PSUs is not the same as adjusted EPS reported in Item 7 of our Annual Report on Form 10-K. The target number of EPS PSUs and actual number of earned EPS PSUs for the fiscal year 2023-2025 PSU award cycle is summarized in the table below:

  91. Long-Term Incentive Program

    | | Target Number of PSUs in Each Vesting Tranche | Earned PSUs During Each Year of the Three-Year Performance Period(1)(2) | | | | | | First Tranche (0%) | Second Tranche | Third Tranche | | Bruce L. Caswell | 11,879 | 0 | Fiscal 2024 Performance Period Has Not Completed | Fiscal 2025 Performance Period Has Not Commenced | | David W. Mutryn | 1,654 | 0 | | | | Teresa A. Weipert | 1283 | 0 | | | | Ilene R. Baylinson | 944 | 0 | | | | David R. Francis | 918 | 0 | | |

  92. Long-Term Incentive Program

    1.EPS PSUs are eligible for dividend equivalents, which are subject to the same vesting conditions as the associated equity awards, during the vesting period. 2.To the extent that actual EPS growth falls between any two of the values indicated in the table above, the number of earned EPS PSUs will be determined by the Committee based on an interpolation between the applicable values.

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  94. Long-Term Incentive Program

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  95. Long-Term Incentive Program

    Other Compensation and Governance Matters

  96. Severance Payments

    Severance Payments The Company has severance guidelines for executive officers that apply in the event of a layoff or termination of employment for reasons other than cause (and not in connection with a change in control of the Company). The purpose of the guidelines is to have uniform standards that minimize the need for separately-negotiated arrangements and to provide for reasonable consideration in the event of an executive’s termination in exchange for a release of all claims against the Company. The Company also maintains an income continuity program for executive officers that provides for severance payments and certain other benefits in the event of a change in control of the Company. The objective of that plan is to assure the Company that it will have the continued services and support of the executives notwithstanding the possibility, threat, or occurrence of a change in control. The income continuity program uses a “double trigger” such that cash-based payments to a participant under the plan are based on both a change in control of the Company as well as a qualifying termination of the participant’s employment. See Potential Payments upon Change in Control Involving Employment Termination below. In connection with his retirement, Mr. Francis did not receive any severance payments.

  97. Summary Compensation Table

    Summary Compensation Table In the tables and discussion below, we summarize the compensation earned during fiscal years 2021, 2022 and 2023 by our Chief Executive Officer, our Chief Financial Officer, and our other NEOs.

  98. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Bruce L. Caswell Chief Executive Officer and President | 2023 | 850,000 | — | 5,588,751 | 892,500 | 18,689 | 7,349,940 | | | 2022 | 823,077 | — | 4,682,108 | 765,000 | 16,200 | 6,286,385 | | | 2021 | 754,247 | — | 4,665,684 | 2,475,000 | 11,075 | 7,906,006 | | David W. Mutryn(4) Chief Financial Officer | 2023 | 551,731 | — | 1,241,956 | 294,350 | 15,189 | 2,103,226 | | | 2022 | 443,269 | — | 761,154 | 222,300 | 16,200 | 1,442,923 | | Teresa A. Weipert(4) GM US Federal Services | 2023 | 593,269 | — | 963,610 | 360,000 | 15,189 | 1,932,068 | | | 2022 | 557,981 | — | 913,469 | 355,063 | 12,200 | 1,838,713 | | Ilene R. Baylinson GM U.S. Services | 2023 | 530,000 | — | 841,741 | 306,075 | 15,189 | 1,693,005 | | | 2022 | 525,962 | — | 913,469 | 155,025 | 12,450 | 1,606,906 | | | 2021 | 518,989 | | 1,014,252 | 575,000 | 7,350 | 2,115,591 | | David R. Francis Former General Counsel | 2023 | 510,962 | — | 817,972 | 261,363 | 29,399 | 1,619,696 | | | 2022 | 480,467 | — | 761,154 | 234,000 | 25,668 | 1,501,289 | | | 2021 | 429,643 | — | 760,708 | 600,000 | 11,303 | 1,801,654 |

  99. Summary Compensation Table

    1.The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of PSU and RSU awards granted during the applicable year. For each of the RSU and EPS PSU awards, the grant date fair value is calculated using the closing price of our common stock on the grant date as if the awards were vested and issued on the grant date. Each of the TSR PSU awards are calculated using a Monte Carlo simulation technique to return the fair value of the awards of $76.44 for awards granted in fiscal year 2021, $86.14 for awards granted in fiscal year 2022, and $86.67 for awards granted in fiscal year 2023. The amounts shown disregard estimated forfeitures. There can be no assurance that these grant date fair values will ever be realized by the named executive officers. Assuming the highest level of the performance conditions is achieved, the value of the fiscal year 2023 PSU awards would be as follows: Mr. Caswell $8,750,021, Mr. Mutryn $1,218,049, Ms. Weipert $945,025, Ms. Baylinson $695,573, Mr. Francis $675,931. 2.The amounts in this column reflect annual cash incentive awards earned by our NEOs. 3.The amounts in this column reflect the Company match for 401(k) of $12,200 and $2,989 for Executive Short and Long-term Disability for all of the NEOS, $3,500 for an annual physical for Mr. Caswell, and $14,210 Mr. Francis for financial planning services. 4.Mr. Mutryn and Ms. Weipert were first designated as executive officers in fiscal year 2022.

  100. Summary Compensation Table

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  101. Summary Compensation Table

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  102. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table contains information concerning potential payouts under the EBP as well as actual grants of equity awards to each of the NEOs during the fiscal year ended September 30, 2023.

  103. Grants of Plan-Based Awards Table

    | | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Equity Awards ($)(7) | | Name | | | Threshold ($)(2) | Target ($)(3) | Outperform ($)(4) | Threshold (#)(5) | Target (#) | Maximum (#)(6) | | | | Bruce L. Caswell | | Cash | 510,000 | 1,275,000 | 2,805,000 | | | | | — | | | 11/23/2022 | RSU | | | | | | | — | — | | | 11/23/2022 | EPS | | | | 17,819 | 35,638 | 71,276 | | 2,500,006 | | | 11/23/2022 | TSR | | | | 17,819 | 35,638 | 53,457 | | 3,088,745 | | David W. Mutryn | | Cash | 162,400 | 406,000 | 893,200 | | | | | — | | | 11/23/2022 | RSU | | | | | | | 6,614 | 463,972 | | | 11/23/2022 | EPS | | | | 2,481 | 4,961 | 9,922 | | 348,014 | | | 11/23/2022 | TSR | | | | 2,481 | 4,961 | 7,442 | | 429,970 | | Teresa A. Weipert | | Cash | 180,000 | 450,000 | 990,000 | | | | | — | | | 11/23/2022 | RSU | | | | | | | 5,132 | 360,010 | | | 11/23/2022 | EPS | | | | 1,925 | 3,849 | 7,698 | | 270,007 | | | 11/23/2022 | TSR | | | | 1,925 | 3,849 | 5,774 | | 333,593 | | Ilene R. Baylinson | | Cash | 148,400 | 371,000 | 816,200 | | | | | — | | | 11/23/2022 | RSU | | | | | | | 5,666 | 397,470 | | | 11/23/2022 | EPS | | | | 1,417 | 2,833 | 5,666 | | 198,735 | | | 11/23/2022 | TSR | | | | 1,417 | 2,833 | 4,250 | | 245,536 | | David R. Francis | | Cash | 144,200 | 360,500 | 793,100 | | | | | — | | | 11/23/2022 | RSU | | | | | | | 5,506 | 386,246 | | | 11/23/2022 | EPS | | | | 1,377 | 2,753 | 5,506 | | 193,123 | | | 11/23/2022 | TSR | | | | 1,377 | 2,753 | 4,130 | | 238,603 |

  104. Grants of Plan-Based Awards Table

    1.These amounts reflect the potential range of payouts for threshold to outperform performance levels (there is no maximum amount that may be paid) under the 2023 EBP. Actual amounts paid for fiscal year 2023 performance are set forth in the Summary Compensation Table.

  105. Grants of Plan-Based Awards Table

    | 60 | MAXIMUS 2024 PROXY STATEMENT | |

  106. Grants of Plan-Based Awards Table

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  107. Grants of Plan-Based Awards Table

    2.Threshold has been established at 40% of the executive’s target bonus; however, that amount does not constitute a lower limit and may be exceeded depending on Company and individual performance. 3.Each executive’s target bonus is set as a percent of base pay as follows: Mr. Caswell 150%, Mr. Mutryn 70%, Ms. Weipert 75%, Ms. Baylinson 70%, and Mr. Francis 70%. 4.Outperform has been established at 220% of the executive’s target bonus; however, that amount does not constitute an upper limit and may be exceeded depending on Company and individual performance. 5.Threshold has been established at 50% of target number of shares for EPS PSUs and TSR PSUs. 6.Maximum has been established at 200% or the target number of shares for EPS PSUs and 150% for the target number of TSR PSUs. 7.The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of equity awards made during the applicable fiscal year under our 2021 Omnibus Incentive Plan. For each of the RSU and EPS PSU 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. For TSR PSUs awards, the grant date fair value is calculated using a Monte Carlo simulation. The amounts shown disregard estimated forfeitures.

  108. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table In the table below, we list information on the holdings of unvested stock awards as of September 30, 2023, for each of the NEOs.

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | RSU or PRSU Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Bruce L. Caswell | 11/18/2019 | 11,985(2) | 895,040 | | | | | 11/22/2021 | 7,748(4) | 578,621 | | | | | 11/22/2021 | | | 5,811(5) | 433,965 | | | 11/22/2021 | | | 17,434(6) | 1,301,971 | | | 11/25/2022 | | | 24,005(8) | 1,792,693 | | | 11/25/2022 | | | 36,008(9) | 2,689,077 | | David W. Mutryn | 11/18/2019 | 632(2) | 47,198 | | | | | 9/14/2020 | 3,690(3) | 275,569 | | | | | 11/22/2021 | 1,579(4) | 117,920 | | | | | 11/22/2021 | | | 790(5) | 58,997 | | | 11/22/2021 | | | 2,369(6) | 176,917 | | | 11/25/2022 | 4,455(7) | 332,699 | | | | | 11/25/2022 | | | 3,342(8) | 249,581 | | | 11/25/2022 | | | 5,012(9) | 374,296 | | Teresa A. Weipert | 11/22/2021 | 1,894(4) | 141,444 | | | | | 11/22/2021 | | | 948(5) | 70,797 | | | 11/22/2021 | | | 2,843(6) | 212,315 | | | 11/25/2022 | 3,456(7) | 258,094 | | | | | 11/25/2022 | | | 2,593(8) | 193,645 | | | 11/25/2022 | | | 3,889(9) | 290,431 | | Ilene R. Baylinson | 11/18/2019 | 3,268(2) | 244,054 | | | | | 11/22/2021 | 1,894(4) | 141,444 | | | | | 11/22/2021 | | | 948(5) | 70,797 | | | 11/22/2021 | | | 2,843(6) | 212,315 | | | 11/25/2022 | 3,816(7) | 284,979 | | | | | 11/25/2022 | | | 1,909(8) | 142,564 | | | 11/25/2022 | | | 2,862(9) | 213,734 | | David R. Francis | 11/18/2019 | 2,315(2) | 172,884 | | | | | 11/22/2021 | 1,579(4) | 117,920 | | | | | 11/22/2021 | | | 790(5) | 58,997 | | | 11/22/2021 | | | 2,369(6) | 176,917 | | | 11/25/2022 | 3,721(7) | 277,884 | | | | | 11/25/2022 | | | 1,855(8) | 138,531 | | | 11/25/2022 | | | 2,782(9) | 207,760 |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    1.The market value of the RSUs and PSUs is based on the $74.68 closing price of a share of our common stock as of September 29, 2023, the last trading day of our fiscal year as reported on the NYSE.

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | 62 | MAXIMUS 2024 PROXY STATEMENT | |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    2.RSUs will vest on September 30, 2024, the fifth year after the year of grant. 3.RSUs will vest on September 30, 2024, the fourth year after the year of grant. 4.RSUs will vest on September 30, 2024, the third year after the year of grant. 5.The EPS PSUs will vest on September 30, 2024, according to the performance criteria. The settlement date and the determination of the total amount of shares earned under this award when the Compensation and Human Resources determines the performance of the EPS PSUs no later than two and a half months following the vesting date. 6.The TSR PSUs will vest on September 30, 2024, according to the performance criteria. The settlement date and the determination of the total amount of shares earned under this award when the Compensation and Human Resources determines the performance of the TSR PSUs no later than two and a half months following the vesting date. 7.One-half of the RSUs will vest on each of September 30, 2024, and September 30, 2025, the second, and third years, respectively, after the year of grant. 8.The EPS PSUs will vest on September 30, 2025, according to the performance criteria. The settlement date and the determination of the total amount of shares earned under this award when the Compensation and Human Resources determines the performance of the EPS PSUs no later than two and a half months following the vesting date. 9.The TSR PSUs will vest on September 30, 2025, according to the performance criteria. The settlement date and the determination of the total amount of shares earned under this award when the Compensation and Human Resources determines the performance of the TSR PSUs no later than two and a half months following the vesting date.

  114. Stock Vested Table

    Stock Vested Table In the table below, we list information on the vesting of stock awards during the year ended September 30, 2023, for each of the named executive officers.

  115. Stock Vested Table

    | | Stock Awards Vested | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Bruce L. Caswell | 68,187 | 5,092,205 | | David W. Mutryn | 8,825 | 659,051 | | Teresa A. Weipert | 4,792 | 357,867 | | Ilene R. Baylinson | 19,461 | 1,453,347 | | David R. Francis | 14,287 | 1,066,953 |

  116. Stock Vested Table

    1.The value realized on vesting is calculated as the number of shares acquired on vesting multiplied by the market value of the underlying shares on the vesting date.

  117. Stock Vested Table

    | | MAXIMUS 2024 PROXY STATEMENT | 63 |

  118. Stock Vested Table

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  119. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table In the table below, we show the changes in the balance of the NEOs nonqualified deferred compensation plans during the year ended September 30, 2023.

  120. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Bruce L. Caswell | 276,250 | — | 921,475 | — | 6,134,507 | | David W. Mutryn | — | — | 63 | — | 1,514 | | Teresa A. Weipert | 35,506.30 | — | 2,221.45 | — | 37,727.75 | | Ilene R. Baylinson | — | — | — | — | — | | David R. Francis | — | — | — | — | — |

  121. Nonqualified Deferred Compensation Table

    1.For Mr. Caswell, Mr. Mutryn, and Ms. Weipert the deferrals were made under the Maximus Deferred Compensation Plan.

  122. Pay Versus Performance

    Pay Versus Performance In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between “compensation actually paid” to our CEO, or Principal Executive Officer ("PEO"), and our other named executive officers ("Non-PEO NEOs") and certain financial performance measures for the fiscal years ended on September 30, 2023, September 30, 2022 and September 30, 2021. For further information on the Company’s pay-for-performance philosophy and how executive compensation aligns with Company performance, refer to the above section entitled “Compensation Discussion & Analysis” (“CD&A”).

  123. Pay Versus Performance

    | | | | Avg. Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Avg. Compensation Actually Paid to Non-PEO NEOs(1)(3) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(1)(2) ($) | | | Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income ($, in millions) | Adjusted EPS (5) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 7,349,940 | 9,425,799 | 1,836,998 | 2,177,700 | 114 | 171 | 161.8 | 3.83 | | 2022 | 6,286,385 | 808,795 | 1,525,980 | 510,074 | 87 | 148 | 203.8 | 4.37 | | 2021 | 7,906,006 | 10,682,785 | 2,136,923 | 2,779,404 | 123 | 144 | 291.2 | 5.19 |

  124. Pay Versus Performance

    1.The PEO and non-PEO NEOs for each year were:

  125. Pay Versus Performance

    | | 2021 | 2022 | 2023 | | PEO | Bruce Caswell | Bruce Caswell | Bruce Caswell | | NEO | Richard Nadeau | Richard Nadeau | David Mutryn | | NEO | Ilene Baylinson | David Mutryn | Ilene Baylinson | | NEO | Thomas Romeo | Teresa Weipert | Teresa Weipert | | NEO | David Francis | David Francis | David Francis | | NEO | Michelle Link | | |

  126. Pay Versus Performance

    | 70 | MAXIMUS 2024 PROXY STATEMENT | |

  127. Pay Versus Performance

    | Table of Contents | PAY VERSUS PERFORMANCE |

  128. Pay Versus Performance

    2.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO as set forth below:

  129. Pay Versus Performance

    | | PEO 1 | | | | Calculation of Compensation Actually Paid | 2021 ($) | 2022 ($) | 2023 ($) | | SCT Total | $7,906,006 | $6,286,385 | $7,349,940 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (4,665,684) | (4,682,108) | (5,588,751) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 4,842,102 | 2,434,342 | 5,286,872 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 872,205 | (2,870,631) | 485,215 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 891,076 | 442,908 | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 622,272 | (1,005,974) | 1,720,919 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | 214,808 | 203,873 | 171,605 | | Compensation Actually Paid | 10,682,785 | 808,795 | 9,425,799 |

  130. Pay Versus Performance

    3.Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the non-PEO NEOs as set forth below.

  131. Pay Versus Performance

    | | NEO | | | | Calculation of Compensation Actually Paid | 2021 ($) | 2022 ($) | 2023 ($) | | SCT Total | $2,136,923 | $1,525,980 | $1,836,998 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (974,192) | (873,847) | (966,320) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 951,823 | 438,208 | 819,159 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 227,172 | (522,597) | 91,284 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 212,134 | 127,589 | 144,262 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 172,366 | (227,356) | 223,476 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | 53,178 | 42,098 | 28,841 | | Compensation Actually Paid | 2,779,404 | 510,074 | 2,177,700 |

  132. Pay Versus Performance

    4.Reflects the cumulative TSR of the Company and the for the year ended September 30, 2020, the two years ended September 30th, 2021, and the three years ended September 30th, 2022, assuming a $100 investment at the closing price of September 30th, 2019 and

  133. Pay Versus Performance

    | | MAXIMUS 2024 PROXY STATEMENT | 71 |

  134. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | Table of Contents |

  135. Pay Versus Performance

    the reinvestment of all dividends. The Peer Group TSR represents TSR of the Company's peer group using the same peer group included in the Company's stock performance graph in Item 5 of the Annual Report on Form 10-K for fiscal year 2023. The peer group was composed of Booz Allen Hamilton Holding Corp., CACI International Inc., Conduent, Inc., ICF International, Inc., Leidos Inc., and Science Applications International Corporation (SAIC). 5.The Company selected measure is Adjusted EPS. Adjusted EPS is defined as diluted earnings per share excluding the effect of the amortization of intangible assets and divestiture-related charges. A GAAP to Non-GAAP reconciliation for fiscal year 2022 and 2023 is included in Item 7 of the Annual Report on Form 10-K for fiscal year 2023 and for fiscal year 2021 the GAAP to Non-GAAP reconciliation is included in Item 7 of the Annual Report on Form 10-K for fiscal year 2022.

  136. Pay Versus Performance

    | 72 | MAXIMUS 2024 PROXY STATEMENT | |

  137. Pay Versus Performance

    | Table of Contents | PAY VERSUS PERFORMANCE |

  138. Pay Versus Performance

    Relationship Between Pay Versus Performance Measures and Compensation Actually Paid Descriptions The charts below display the relationship between CAP to our PEO and the average of CAP to our other NEOs for the Company's cumulative TSR, the Peer Group TSR, Net Income, and Adjusted EPS over the three-year period from fiscal years 2021 through 2023.

  139. Pay Versus Performance

    | | MAXIMUS 2024 PROXY STATEMENT | 73 |

  140. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | Table of Contents |

  141. Pay Versus Performance

    Tabular List of Financial Performance Measures The Company’s Compensation and Human Resources Committee believes in a holistic evaluation of our NEOs’ and the Company’s performance and uses a mix of performance measures throughout our annual focal and long-term incentive compensation programs to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important used to link the “compensation actually paid” to our NEOs’ for fiscal 2023 compensation to the Company’s performance are listed in the table below, each of which is described in more detail in the section entitled CD&A above.

  142. Pay Versus Performance

    | Financial Performance Measures | | Adjusted EPS | | Adjusted Net Operating Income | | New Work Contracts | | Revenue |

  143. Pay Versus Performance

    | 74 | MAXIMUS 2024 PROXY STATEMENT | |