DEF 14A of Maximus, Inc., Jan 22, 2026

DEF 14A of Maximus, Inc.

Filed Jan 22, 2026 · FY20250001032220-26-000007

Open on EDGAR

  1. Corporate Governance

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Anne K. Altman(2) | 150,000 | 210,000 | 360,000 | | John J. Haley(3) | — | 500,000 | 500,000 | | Jan D. Madsen(4) | 105,000 | 225,000 | 330,000 | | Richard A. Montoni(5) | 320,000 | — | 320,000 | | Gayathri Rajan(6) | 150,000 | 150,000 | 300,000 | | Raymond B. Ruddy(7) | 335,000 | — | 335,000 | | Michael J. Warren(8) | 150,000 | 150,000 | 300,000 |

  2. Nominees for Director (terms expiring in 2027)

    Nominees for Director (terms expiring in 2027)

  3. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Ms. Altman contributes to the Board's extensive leadership experience advising public sector clients in the information technology industry. Her expertise includes security, analytics, digital, commerce and cloud capabilities. She also provides valuable insights related to strong governance practices and enterprise risk management. •Government Service Delivery – at IBM (NYSE: IBM), served as General Manager, U.S. Federal and Government Industries ($4 billion business) and General Manager, Global Public Sector ($20 billion business). Responsible for strategy, solutions development and advisory services for U.S. Federal Government and global public sectors, including compliance with federal and international regulations. •Financial Acumen, Mergers & Acquisitions – throughout various IBM leadership roles, guided multiple strategic acquisitions ranging from $200 million - $2.6 billion, with a total of ~$5 billion in deal value across the healthcare industry, Watson analytics and the IBM Mainframe. •Intelligent Modernization – responsible for IBM’s initial AI implementations with Watson in healthcare and government. As a General Manager at IBM, she also oversaw the implementation of highly innovative capabilities in processor architecture, cryptography, virtualization and cloud-like workloads in the mainframe business and led IBM’s Smarter Cities initiative to help organizations, states and countries focus on transforming infrastructure, citizen-based services, healthcare, and education to improve economic vitality. •Cybersecurity & Data Privacy – acquired IT security expertise through various government-facing systems engineering roles and projects, which required a deep understanding of the complex data security landscape. •Governance - Chair or member of Nominating and Governance Committees, focused on discipline and finding best practices and processes for companies to implement. Career Snapshot Ms. Altman currently serves as the Co-Founder and Chief Executive Officer of Everyone Matters (since 2017), a social impact enterprise focused on citizen services. She is also an Advisor at Blue Delta Capital Partners (since 2024), a venture capital firm focused on the U.S. Federal government market. Previously, Ms. Altman served at IBM (1981-2016), most recently as the company’s General Manager for U.S. Federal and Government Industries. She also served as General Manager for IBM's Global Public Sector with responsibilities for national, regional and local governments, education, healthcare and life sciences. She began her tenure at IBM as a systems engineer and held several roles of increasing responsibility in areas pertaining to the public sector and technology. | | Anne K. Altman Age: 66 Director Since: 2016 Vice Chair Since: 2021 Committees: •Nominating and Governance (Chair) •Compensation and Human Resources Education: B.S., Marketing, George Mason University Other Notable Positions: SPX Flow, Inc. (NYSE: SPXC), Director (2015-2022) Siemens Government Technologies, Inc., Chairman of the Board TechFlow, Inc., Board Member | |

  4. Nominees for Director (terms expiring in 2027)

    | 22 | MAXIMUS 2026 PROXY STATEMENT |

  5. Nominees for Director (terms expiring in 2027)

    | Table of Contents | PROPOSAL ONE |

  6. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Mr. Caswell is a seasoned business leader with expertise in government policy, program operations, and technology solutions. As Chief Executive Officer and President of Maximus, he brings operational insight from a range of his prior leadership roles across our business segments and provides a critical bridge between the Board’s oversight of key risks and the management team’s execution of technology-focused growth strategies. •Intelligent Modernization – at IBM (NYSE: IBM), spearheaded federal technology modernization bids, guided an emerging technology team within IBM Software Group, and oversaw P&L for state, local and education technology solutions. As President & General Manager of multiple Maximus business segments, oversaw business process outsourcing and technology modernization projects that supported critical federal and state programs. •Government Service Delivery – began career in Federal consulting with Price Waterhouse where he contributed to nationwide transformation in the delivery of public assistance benefits leveraging financial services infrastructure. Led Federal Sales for IBM Business Consulting Services, developing a deep understanding of federal procurement processes, including contract compliance, pricing and bidding. Led Maximus business segments responsible for delivery of critical services supporting Medicaid, Medicare, the Affordable Care Act, and Veterans' Benefits. •Financial Acumen, Mergers & Acquisitions – as Chief Executive Officer and President of Maximus, has successfully managed our global revenue of more than $5 billion and overseen a disciplined capital allocation strategy. Guides a programmatic M&A team through identifying strategic capabilities and acquisition targets to strengthen long-term organic growth. Career Snapshot: Mr. Caswell was appointed Chief Executive Officer of Maximus in 2018 and has been with Maximus since 2004 in a variety of leadership roles including President, President of Health Services, President of Operations and President of Human Services. He previously worked at IBM Corporation for nine years, serving most recently as Vice President, State and Local Government & Education Industries for IBM Business Consulting Services. Mr. Caswell began his career at Price Waterhouse in the Office of Government Services. | | Bruce L. Caswell Age: 60 Director Since: 2018 Education: Masters, Public Policy, John F. Kennedy School of Government at Harvard University B.A., Economics, Haverford College Other Notable Positions: Professional Services Council, Vice Chair Northern Virginia Technology Council, Immediate Past Chair Inova Health System, Board Member Greater Washington Partnerships, Board Member | |

  7. Nominees for Director (terms expiring in 2027)

    | MAXIMUS 2026 PROXY STATEMENT | 23 |

  8. Nominees for Director (terms expiring in 2027)

    | PROPOSAL ONE | Table of Contents |

  9. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Mr. Haley brings a deep understanding of strategic planning, risk management and human capital matters, acquired through his role as Chief Executive Officer and Chair of a global publicly-traded consulting firm focused on insurance solutions, human resources and employee benefits. •Mergers & Acquisitions – led strategic evaluation and execution of several key strategic transactions, which resulted in the creation of present-day global consulting firm Willis Towers Watson and numerous partnerships and transactions that resulted in growing the company to many times its original size. •Financial Acumen – as Chief Executive Officer of Willis Towers Watson, was responsible for overseeing its $9 billion of revenue and as President and CEO of Watson Wyatt Worldwide, led the company’s successful IPO in 2000. •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. •Governance - 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. Career Snapshot: Mr. Haley is the former Chief Executive Officer of Willis Towers Watson (2016-2021), an insurance broker and human resources and employee benefits consulting firm. From 2010 until 2016, Mr. Haley served as the Chief Executive Officer and Chair of the Board of Towers Watson & Co. Prior to that, he served as President and Chief Executive Officer of Watson Wyatt Worldwide from 1999 until its merger with Towers Perrin, Forster & Crosby in 2010. Mr. Haley joined Watson Wyatt in 1977. He is a Fellow of the Society of Actuaries. | | John J. Haley Age: 76 Chair Since: 2021 Director Since: 2020 Committees: •Compensation and Human Resources (Chair) •Nominating and Governance Prior Tenure on Board of Directors: 2002 – 2019 Education: A.B., Mathematics, Rutgers University Other Notable Positions: Willis Towers Watson (NASDAQ: WTW), Director (2016-2021) | |

  10. Nominees for Director (terms expiring in 2027)

    | 24 | MAXIMUS 2026 PROXY STATEMENT |

  11. Nominees for Director (terms expiring in 2027)

    | Table of Contents | PROPOSAL ONE |

  12. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Ms. Madsen is a Certified Public Accountant with over fifteen years of experience in global public company senior finance and operations roles. Ms. Madsen brings extensive expertise in finance, accounting, mergers and acquisitions, and operational management, developed through her senior leadership roles in higher education and international, publicly traded, technology-based, business services organizations. •Financial Acumen – as the former Chief Financial Officer of West Corporation, oversaw a $3 billion revenue business with a $5 billion market capitalization, operating in 28 countries. As a senior finance leader, has been responsible for global financial operations, internal audit, public reporting, treasury and capital markets transactions. •Intelligent Modernization – as Chief Financial Officer of the Financial Services Division of First Data, a company focused on developing technology platforms for financial institutions, gained experience in software and product development and innovation. As CFO of West Corporation, served Fortune 500 clients and government clients with technology-based solutions. As Executive Vice President (“EVP”) of Creighton University (“Creighton”), she has oversight over Creighton’s AI implementation plan, including governance, policy, tool selection and workforce planning and education. •Mergers & Acquisitions – led West Corporation’s $335 million acquisition of Nasdaq’s digital media businesses in 2018 and $5 billion take private transaction in 2017. Additionally, guided First Data’s $29 billion take private transaction in 2007. •Cybersecurity & Data Privacy – as EVP of Creighton, she oversees investments to enhance its cybersecurity and data privacy profile, and has implemented new policies, tools, infrastructure, and training. She also holds a CERT certificate in Cybersecurity Oversight, an NACD certification on Cyber-Risk Oversight, and recently completed a certification in AI Ethics and Board Oversight through the Diligent Institute. •Governance - Audit Committee Chair focused on best practices, compliance and risk analysis. Career Snapshot: Ms. Madsen currently serves as the Executive Vice President of Creighton University where she leads the institution’s operations, finance, information technology, enterprise risk management, human resources, communications and marketing, facilities, internal audit and continuous improvement initiatives. Previously, she was Chief Financial Officer of West Corporation (NASDAQ: WSTC) (2014-2018) and held a variety of senior finance and operational roles at First Data Corporation (formerly NYSE: FDC) (1994-2008), including segment Chief Financial Officer and Senior Vice President of Six Sigma Quality. She started her career with a global public accounting firm. | | Jan D. Madsen Age: 62 Director Since: 2020 Committees: •Audit (Chair) •Technology Education: B.S.B.A., Accounting, University of Nebraska – Lincoln Other Notable Positions: Executive Vice President, Creighton University | |

  13. Nominees for Director (terms expiring in 2027)

    | MAXIMUS 2026 PROXY STATEMENT | 25 |

  14. Nominees for Director (terms expiring in 2027)

    | PROPOSAL ONE | Table of Contents |

  15. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Mr. Montoni brings deep insights into Maximus’ strategic advantages and corporate culture. As the Company’s former Chief Executive Officer and Chief Financial Officer, he was responsible for transforming Maximus into a focused, leading partner to governments across new geographies. Under his leadership, Maximus delivered significant shareholder value, and he continues to provide the Board with a critical perspective on profitable growth opportunities. •Additional CEO/CFO, Public Board, NEO Experience – CFO of Managed Storage International (2000 – 2001), CFO of CIBER (1996 – 2000). •Mergers & Acquisitions – during tenure as Chief Executive Officer of Maximus, led the international expansion strategy into the UK, Canada and Australia, which was successfully executed primarily through strategic M&A transactions. Oversaw strategic financial aspects, including target evaluation, due diligence and transaction execution maintaining alignment with long-term growth priorities. •Financial Acumen – expanded Maximus’ revenue from $700 million to over $2.4 billion between 2006 and 2017. Developed extensive financial leadership expertise through numerous Chief Financial Officer roles at Managed Storage International, CIBER and Maximus, complemented by nearly two decades of accounting and auditing experience at KPMG. •Government Service Delivery and Intelligent Modernization – throughout his tenure as both Chief Executive Officer and Chief Financial Officer of Maximus, directed complex business process outsourcing initiatives supporting critical services of Health and Human Services federal programs. Guided our strategic expansion into new service areas, leveraging new regulatory environment and streamlining operations by divesting non-core businesses. Recently completed a certification course in AI Ethics & Board Oversight. Career Snapshot: Mr. Montoni previously served as Senior Advisor to the Chief Executive Officer of Maximus (2018-2019), following his tenure as our Chief Executive Officer (2006-2018). He also held roles of President (2006-2014) and Chief Financial Officer and Treasurer (2002-2006). Prior to joining Maximus, Mr. Montoni served as Chief Financial Officer and Executive Vice President for Managed Storage International (2000-2001) and previously served as Chief Financial Officer and Executive Vice President for CIBER, Inc. (NYSE: CBR). Prior to that he was an audit partner with KPMG LLP. | | Richard A. Montoni Age: 74 Director Since: 2006 Vice Chair (prior): 2018 - 2023 Committee: •Technology (Chair) Education: Masters, Accounting, Northeastern University B.S., Economics, Boston University | |

  16. Nominees for Director (terms expiring in 2027)

    | 26 | MAXIMUS 2026 PROXY STATEMENT |

  17. Nominees for Director (terms expiring in 2027)

    | Table of Contents | PROPOSAL ONE |

  18. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Ms. Rajan is a proven technology leader with extensive experience in scaling innovative consumer products across the healthcare, advertising and payments industries. With nearly 20 years of experience leading product platforms at Google and other senior technology roles bring valuable expertise to the Board’s oversight of Maximus’ technology-driven growth strategy. •Intelligent Modernization – as the Global head of Product and Partnerships at Adyen, she is responsible for driving the company's ML/AI strategy and product portfolio spanning payments and financial products. Previously, as a senior product executive at Google, she drove pivotal product and technology innovations for Google Maps, Google Payments, and Android. •Cybersecurity & Data Privacy – developed and executed cybersecurity and data privacy oversight and protection strategies across multiple product leadership roles. •Mergers & Acquisitions – throughout her tenure at Google, supported the company’s programmatic M&A process, with a particular focus on due diligence processes. Career Snapshot: Ms. Rajan is the Global Head of Product and Partnerships at Adyen (OTCMKTS: ADYEY) (since 2023), a financial technology platform. Previously, she was the Chief Product Officer at DriveWealth (2022-2023), a fintech company offering investment and trading services. Ms. Rajan held various roles at Google (NASDAQ: GOOG) (2006-2022), including as Product VP and General Manager for Google Maps Platform. She also held engineering and product management roles at Air Products & Chemicals (NYSE: APD), The Vanguard Group, and Unilever (NYSE: UL). | | Gayathri Rajan Age: 58 Director Since: 2016 Committees: •Nominating and Governance •Technology Education: MBA Stanford University MSc Computer Science, University of Pennsylvania B.A. and M. Eng, Chemical Engineering, Cambridge University Other Notable Positions: Shape Therapeutics, Inc., Board Member (2022-2024) DriveWealth, Chief Product Officer (2022-2023) | |

  19. Nominees for Director (terms expiring in 2027)

    | MAXIMUS 2026 PROXY STATEMENT | 27 |

  20. Nominees for Director (terms expiring in 2027)

    | PROPOSAL ONE | Table of Contents |

  21. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Mr. Ruddy's deep familiarity with Maximus’ operations and strategic evolution, as well as his extensive consulting and financial expertise, strengthens the Board’s insights into operations oversight and evolving risk management considerations in the government services industry. •Financial Acumen – gained his MBA through the Wharton School of Business and as a Partner and Associate National Director of Consulting with Touche Ross, an international accounting and consulting firm, where he advised on accounting, auditing and computer privacy issues. He also began his career at Maximus guiding the Controllership function. •Mergers & Acquisitions – as a senior executive at Maximus, led the strategic financial positioning of numerous significant transactions, including our IPO in 1997. •Government Service Delivery – during tenure as President of Maximus’ Consulting group, led state-facing programs focused on revenue maximization services with a focus on Medicaid and welfare programs. •Cybersecurity & Data Privacy – at Touche Ross, he addressed computer privacy and security matters, and as the former chair of Maximus’ Audit Committee he oversaw cybersecurity matters. Career Snapshot: Mr. Ruddy served in various leadership roles at Maximus for a nearly 17-year tenure (1985-2001), most recently serving as President of the Consulting Group (1989-2000). He also served as Chair of the Board (1985-2001) and later as Vice Chair (2005-2019). Prior to joining Maximus, Mr. Ruddy held senior roles at Touche Ross & Co., including Associate National Director of Consulting (1982-1984) and Director of Management Consulting (1978-1983) | | Raymond B. Ruddy Age: 82 Director Since: 2004 Vice Chair (prior): 2005 – 2018 Committees: •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 | |

  22. Nominees for Director (terms expiring in 2027)

    | 28 | MAXIMUS 2026 PROXY STATEMENT |

  23. Nominees for Director (terms expiring in 2027)

    | Table of Contents | PROPOSAL ONE |

  24. Nominees for Director (terms expiring in 2027)

    | | Key Qualifications: Mr. Warren brings over two decades of global leadership in financial services, international business and government policy to the Board. His familiarity with government programs and expertise in value-creating operational investments, financial services and corporate strategy strengthen the Board’s oversight of Maximus’ key stakeholder relationships and growth initiatives. •Additional CEO/CFO, Public Board, NEO Experience, Financial Acumen – Managing Director of Albright Stonebridge Group (“ASG”), a global strategy and commercial diplomacy firm, since 2017, Managing Principal of ASG (2013-2017), and Principal of ASG (2009-2013). Chief Operating Officer and Chief Financial Officer of Stonebridge International (2004-2009). •Mergers & Acquisitions – at ASG, advised clients on strategic growth and capital allocation decisions, including mergers and acquisitions. Has guided numerous transactions and supported clients in navigating variable economic and geopolitical issues influencing global deal markets. •Financial Acumen – as Chief Operating Officer and Chief Financial Officer of Stonebridge International, has managed complex operations, business development initiatives, corporate finance and personnel portfolios. •Intelligent Modernization – leads ASG’s Global Innovation and Growth Group, advising clients on international expansion strategies. Additionally, began his career advising technology and financial institution sector companies as a strategic consultant at McKinsey & Company. •Government Services Delivery – provides valuable perspectives on the evolving government contracting, regulatory and public policy landscape, informed by senior advisory roles held within presidential administrations. •Governance – in addition to deep experience serving various Boards, both public and private, he has recently restructured the governance model of ASG. Career Snapshot: Mr. Warren was a founding member of the DGA Group ASG, (formerly Dentons Global Advisors) when it was launched in conjunction with ASG in 2021, and serves on the Board of Directors of DGA Group. Since March 2022, Mr. Warren has served as a Board member of Brookfield Business Corporation (NYSE: BBUC)), a Canadian corporation and paired entity with Brookfield Business Partners, a global business services and industrial company. Mr. Warren is a former Trustee of Yale University, where he chaired the University’s Audit Committee, and was a member of the Investment Committee of the Yale Corporation Endowment. | | Michael J. Warren Age: 58 Director Since: 2019 Committees: •Audit •Compensation and Human Resources •Technology Education: B.A., History, Yale University B.A., Philosophy, Politics and Economics, Balliol College, University of Oxford, Rhodes Scholar Other Notable Positions: Walker & Dunlop Inc (NYSE: WD), Director (2017-2024) Brookfield Property Partners (formerly NASDAQ: BPY), Director (2020-2021) District of Columbia Retirement Board, Board of Trustees (2006-2020) Overseas Private Investment Corporation (“OPIC”), Board Member (2009-2019) Commonfund, Board of Trustees Ripple Labs, Board Member | |

  25. Nominees for Director (terms expiring in 2027)

    | MAXIMUS 2026 PROXY STATEMENT | 29 |

  26. Key Fiscal Year 2025 Compensation Actions

    | Compensation Component | Link to Business and Talent Strategies | Fiscal Year 2025 Compensation Actions | | Base Salary (Page 42) | •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 and the other NEOs received base pay increases in line with competitive market levels in fiscal year 2025. | | Executive Bonus Plan (“EBP”) Compensation (Page 43) | •Focus executives on achieving annual financial and non-financial results that are key indicators of annual financial and operational performance. The EBP pool is funded based on the following financial metrics: •Adjusted Net Operating Income (54.1%) •Adjusted Net Operating Margin Percentage (16.2%) •Revenue (21.6%) •Employee Engagement (8.1%) Individual payouts are determined based on the achieved results against pre-established performance targets and the C&HR Committee’s assessment of the individual contribution of each NEO. | •Adjusted Net Operating Income achieved approximately 125% of target performance. •Adjusted Net Operating Margin Percentage was above outperform levels of performance. •Employee Engagement was above target levels of performance. •The formulaic EBP payouts for the CEO and other NEOs, based on the pre-set performance goals, were 242.2% of target. However, the total pool for EBP participants is capped at 220.0%. •As a result, the C&HR Committee approved overall EBP pool funding of 220.0% of target for fiscal year 2025. | | Long-Term Incentive Plan Compensation (Page 46) | •Fiscal year 2025 annual equity-based awards consist of RSUs and performance stock units ("PSUs"). •PSUs vest based on our performance against two pre-established metrics: adjusted 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 for the NEOs over three years, in equal annual installments. •PSUs cliff-vest at the end of the three-year performance period subject to achieving pre-set adjusted EPS and relative TSR performance targets. •Adjusted 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. |

  27. Independence Assessment of Compensation Consultant

    Independence Assessment of Compensation Consultant The C&HR Committee retained FW Cook as its independent consulting firm, to advise it on executive compensation programs. The C&HR Committee reviewed the independence of FW Cook in light of SEC rules and NYSE listing standards and has concluded that its work for the C&HR Committee was independent and did not raise any conflicts of interest. The C&HR Committee assesses the performance of FW Cook annually and makes an informed decision to retain FW Cook each year.

  28. 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 C&HR 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 SEC requirements | ✘ | Do not allow repricing of underwater stock options without shareholder approval | | ✔ | Maintain strong shareholder and stakeholder engagement | ✘ | Do not provide excessive perquisites |

  29. Peer Group Selection and Market Data

    Peer Group Selection and Market Data The C&HR Committee uses comparative industry data to assist it in evaluating our executive compensation program. With the assistance of the independent compensation consultant, the C&HR 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 which is supplemented with broad-market 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.

  30. Peer Group Selection and Market Data

    | 40 | MAXIMUS 2026 PROXY STATEMENT |

  31. Peer Group Selection and Market Data

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  32. Peer Group Selection and Market Data

    For purposes of fiscal year 2025 compensation, the C&HR Committee reviewed compensation practices for the following comparable companies based on analysis provided by FW Cook. Based on the criteria discussed above, the C&HR Committee added EPAM Systems and FTI Consulting to the peer group. We believe that these companies are closely aligned with Maximus in terms of business operations and maintain established peer relationships within the broader peer group.

  33. Peer Group Selection and Market Data

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

  34. Peer Group Selection and Market Data

    The C&HR 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 2025 was approved, we were at the 53rd percentile for revenue, 74th percentile in total employees, and 20th percentile for market capitalization 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 C&HR Committee also reviews data from national survey sources, when it considers the market competitiveness of NEO compensation levels and/or market practices. The C&HR Committee does not review the specific companies included in these surveys and the data presented to the C&HR Committee is general and not specific to any particular subset of companies.

  35. Peer Group Selection and Market Data

    | MAXIMUS 2026 PROXY STATEMENT | 41 |

  36. Peer Group Selection and Market Data

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  37. Peer Group Selection and Market Data

    Fiscal Year 2025 Named Executive Officer Compensation

  38. Fiscal Year 2025 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 | C&HR Committee determination | Pre-established formula. C&HR Committee maintains +/- 25% pool modifier (with the overall plan being capped at 220%) | 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 2025 Performance Measures | Individual. Base salary adjustments to align key executives with the market and relative to their peers. | Adjusted Net Operating Income; Adjusted Operating Income Margin Percentage; Revenue; Employee Engagement | Adjusted Earnings per Share Growth; Relative TSR | Stock price |

  39. Executive Bonus Plan

    Executive Bonus Plan The C&HR Committee aims 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 our 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 which are within line-of-sight and 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 C&HR Committee determined the fiscal year 2025 annual cash incentive awards for the NEOs using the following framework:

  40. Executive Bonus Plan

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

  41. Executive Bonus Plan

    | MAXIMUS 2026 PROXY STATEMENT | 43 |

  42. Executive Bonus Plan

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  43. Executive Bonus Plan

    The target annual cash incentive opportunity as a percent of annual base salary for each of our NEOs in fiscal year 2025 was as follows:

  44. Executive Bonus Plan

    | | Fiscal Year 2024 Target Annual Incentive as Percent of Base Salary (%) | Year Over Year Percentage Point Increase | Fiscal Year 2025 Target Annual Incentive as Percent of Base Salary (%) | | Bruce L. Caswell | 150% | —% | 150% | | David W. Mutryn | 100% | —% | 100% | | John T. Martinez | 75% | 5% | 80% | | Ilene R. Baylinson | 80% | —% | 80% | | Michelle F. Link | 75% | 5% | 80% |

  45. 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 us but might adversely affect near-term financial results and potential rewards. We set metric targets by building a model that aligns with our 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 C&HR 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 C&HR Committee, include our NEOs and approximately 20 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 Adjusted Net Operating Income, Adjusted Operating Income Margin Percentage, Revenue, and Employee Engagement. We chose the metrics for the following reasons: •Adjusted Net Operating Income: demonstrates both our financial and operational success and is our most heavily weighted metric. •Adjusted Operating Income Margin Percentage: demonstrates exceptional and efficient operational performance •Revenue: a key indicator of demand for Maximus's services •Employee Engagement: was chosen as the fiscal year 2025 strategic, non-financial goal as we believe it is essential to demonstrating that we are committed to maintaining and improving a strong relationship with our workforce. Our Engagement goal is tied to our global employee net promoter score (eNPS) as ascertained through our independently administered global employee engagement survey and more frequent quarterly survey pulse checks. The Employee Engagement goal is set in-line with high achievement external benchmarks, so that the goal is challenging, and achievement is not guaranteed. In support of this goal, we have launched an

  46. Executive Bonus Plan

    | 44 | MAXIMUS 2026 PROXY STATEMENT |

  47. Executive Bonus Plan

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  48. Executive Bonus Plan

    employee career development function, rolled out our updated talent strategy to give employees greater insight into potential careers, continued the transition to a skills-based workforce, and continued to fund an employee assistance fund for employees experiencing hardships. For fiscal year 2025, the goals for the metrics used to fund the bonus were as follows:

  49. Executive Bonus Plan

    | Metric | Weight | 2024 Actual | 2025 Target | 2025 Actual | | Adjusted Net Operating Income | 54.1% | $506M | $461M | $577M | | Adjusted Operating Income Margin | 16.2% | 11.0% | 10.4% | 12.3% | | Revenue | 21.6% | $5.31B | $5.26B | $5.43B | | Employee Engagement | 8.1% | 33 | 35 | 36 |

  50. 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 with Non-Financial metrics capped at the Outperform level and the overall plan capped at 220%. 2025 targets were set above 2024 targets and were informed by updated forecasts, market insights, legislative developments, and anticipated business trends. Fiscal year 2024 results were boosted by a one-time initiative that supported state customers during a major Medicaid transition, significantly elevating performance in certain segments. By 2025, this initiative had concluded, and related activity returned to more typical levels. Additionally, unexpected legislative priorities in 2025 created new opportunities, driving stronger-than-expected engagement in federal programs. These shifts underscore the dynamic nature of our markets and the critical role of management in ensuring Maximus remains agile in meeting evolving customer needs and policy directions. The target performance goal, actual achievement, and resulting component payout achievement for each metric, are set forth below:

  51. Executive Bonus Plan

    | | Threshold | Target | Outperform | Actual | Payout Achievement | Component Payout | | Adjusted Net Operating Income | $392M | $461M | $531M | $577M | 299.2% | 161.8% | | Adjusted Operating Income Margin | 8.8% | 10.4% | 12.0% | 12.3% | 246.9% | 40.0% | | Revenue | $4.73B | $5.23B | $5.78B | $5.43B | 140.3% | 30.3% | | Engagement | 30 | 35 | 40 | 36 | 124.0% | 10.1% | | Weighted Average Payout for Goals: 242.2% | | | | | | | | Final Executive Bonus Pool Funding: 220.0% | | | | | | |

  52. Executive Bonus Plan

    1.Non-financial metrics are capped at 220% payout achievement.

  53. Executive Bonus Plan

    | MAXIMUS 2026 PROXY STATEMENT | 45 |

  54. Executive Bonus Plan

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  55. Determination of Fiscal Year 2025 Annual Cash Incentive Awards

    Determination of Fiscal Year 2025 Annual Cash Incentive Awards Notwithstanding the calculated payout of 242.2%, consistent with the conditions of the EBP, the payout was 220%. Accordingly, although all NEOs surpassed performance expectations for the fiscal year 2025, the C&HR Committee determined not to award any additional increase to reflect outstanding individual performance.

  56. Determination of Fiscal Year 2025 Annual Cash Incentive Awards

    | | Target Annual Cash Incentive Opportunity ($) | Annual Cash Incentive Paid ($) | % of Target | | Bruce L. Caswell | 1,500,000 | 3,300,000 | 220.0 | | David W. Mutryn | 650,000 | 1,430,000 | 220.0 | | John T. Martinez | 500,000 | 1,100,000 | 220.0 | | Ilene R. Baylinson | 480,000 | 840,000 | 175.0 | | Michelle F. Link | 380,000 | 836,000 | 220.0 |

  57. 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 generally granted consistent target awards annually. However, when relevant, we 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. We did not grant any options or similar LTI awards in 2025.

  58. 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 performance (“EPS PSUs”). •Earned shares vest and are issued at the end of the 3-year performance cycle and payouts can range from 0%-200%. | | 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 Maximus stock. •RSUs vest in one-third installments at the end of each of the first three fiscal years following grant. |

  59. Long-Term Incentive Program

    | 46 | MAXIMUS 2026 PROXY STATEMENT |

  60. Long-Term Incentive Program

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  61. Long-Term Incentive Program

    PSU Performance Metrics The performance measures and weightings for the fiscal year 2025 PSU awards are as follows:

  62. Long-Term Incentive Program

    | Performance Measures | Weighting | Description | | Relative TSR | 50% | •The TSR PSUs may be earned based on our 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 200% of target requires TSR performance to be at the 90th percentile or greater relative to the comparator group. | | Adjusted EPS | 50% | •The EPS PSUs are separated into three tranches and may be earned based on fiscal year 2025, 2026, and 2027 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 our shareholders. •The initial target annual adjusted EPS is measured at a forecasted target with +15% being a maximum payout and -15% being zero payout. After the first year, target is set at a 4% increase over the prior year’s actual adjusted EPS. Each tranche will be earned based on the extent to which we achieve 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 85% of the EPS target and maximum payout requires an increase of 15% or more over the EPS target. •“Annual EPS Growth” is defined as year over year growth of our Adjusted EPS. “Adjusted EPS” is defined as our fully diluted EPS, as adjusted for the positive or negative effect of: goodwill and intangible asset impairments; changes in the effective income tax rate; contributions to the Maximus Foundation or other tax-exempt organizations; the amortization of intangible assets; gains or losses on disposals of assets; 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); merger, acquisition and divestiture expenses; gains, losses, or other charges related to divested or discontinued businesses; the portion of acquisitions and divestitures that have an accretive or dilutive impact in excess of $0.05 per share after any discrete adjustments detailed in prior bullets (for the avoidance of doubt, the first $0.05 per share is not adjusted); and the disclosed impact of a US Federal Government shutdown. |

  63. Long-Term Incentive Program

    | MAXIMUS 2026 PROXY STATEMENT | 47 |

  64. Long-Term Incentive Program

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  65. Long-Term Incentive Program

    Fiscal Year 2025 LTI NEO Awards During fiscal year 2025, the C&HR Committee approved the grant of the following annual PSUs and RSUs.

  66. Long-Term Incentive Program

    | | PSU | | RSU | | | | Award (#) | Target Value ($)(1) | Award (#) | Target Value ($)(1) | | Bruce L. Caswell | 81,678 | 6,000,066 | — | — | | David W. Mutryn | 11,230 | 824,956 | 11,231 | 825,029 | | John T. Martinez | 8,508 | 624,998 | 8,508 | 624,998 | | Ilene R. Baylinson | 8,168 | 600,021 | 8,168 | 600,021 | | Michelle F. Link | 6,126 | 450,016 | 6,126 | 450,016 |

  67. Long-Term Incentive Program

    1.Target Value is based on the fair market value of the stock price, $73.46, as of the grant date. 2023 Relative TSR Grant Vesting Achievement Relative TSR PSUs with a three-year performance period were previously reported in our proxy statement for the 2024 annual meeting at fair value at the time of grant. The 2023 relative TSR PSU awards compared Maximus' relative TSR, relative to other companies in the S&P 400 Value 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:

  68. Long-Term Incentive Program

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

  69. Long-Term Incentive Program

    | MMS Ranking | Payout Percentage (%) | | 62nd Percentile | 125 |

  70. Long-Term Incentive Program

    | 48 | MAXIMUS 2026 PROXY STATEMENT |

  71. Long-Term Incentive Program

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  72. Long-Term Incentive Program

    Vesting Achievement Under the Third Tranche of the Fiscal 2023-2025 PSU Award Cycle The following table shows the performance of the final tranche of the Fiscal 2023-2025 EPS PSUs and the degree of attainment of the goals and resulting outcome.

  73. Long-Term Incentive Program

    | | Annual Adjusted EPS(1) Performance Range | | | | | | | | Threshold | Target | Stretch | Maximum | Fiscal 2025 Actual | Earned PSUs (as % of Target) | | Earned PSUs as a % of Target | 50% | 100% | 150% | 200% | | | | Fiscal 2025 Adjusted EPS Growth | 2% | 5% | 7.5% | 10% or more | 13.6% | 200% |

  74. Long-Term Incentive Program

    1.Adjusted EPS, as used for the Fiscal 2023-2025 EPS PSUs, is a non-GAAP measure and is adjusted diluted EPS as shown in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ("Item 7") of our Annual Report on Form 10-K and then further adjusted exclude (i) any changes in the effective income tax rate, (ii) goodwill and intangible asset impairments (iii) changes in weighted average shares outstanding, (iv) contributions to the Maximus Foundation or other tax-exempt organizations, (v) merger and acquisition expenses, (vi) the portion of gains or losses on disposals of assets in excess of $1 million, (vii) changes in accounting standards, (viii) the portion of legal settlements or recoveries in excess of $3 million, (ix) the portion of gains or losses from discontinued businesses in excess of $1 million and (x) 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 diluted 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 award cycle is summarized in the table below:

  75. 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 (200%) | Third Tranche (200%) | | Bruce L. Caswell | 11,879 | 0 | 23,758 | 23,758 | | David W. Mutryn | 1,654 | 0 | 3,308 | 3,308 | | John T Martinez(3) | N/A | N/A | N/A | N/A | | Ilene R. Baylinson | 944 | 0 | 1,888 | 1,888 | | Michelle F. Link | 909 | 0 | 1,818 | 1,818 |

  76. 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 C&HR Committee based on an interpolation between the applicable values. 3.Mr. Martinez was not an NEO in fiscal year 2023 and did not receive a PSU award for the 2023-2025 award cycle.

  77. Long-Term Incentive Program

    | MAXIMUS 2026 PROXY STATEMENT | 49 |

  78. Long-Term Incentive Program

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  79. Long-Term Incentive Program

    Vesting Achievement Under the Second Tranche of the Fiscal 2024-2026 PSU Award Cycle The following table shows the performance of the first tranche of the Fiscal 2024-2026 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, 2026.

  80. Long-Term Incentive Program

    | | Annual Adjusted EPS(1) Performance Range | | | | | | | | Threshold | Target | Stretch | Maximum | Fiscal 2025 Actual | Earned PSUs (as % of Target) | | Earned PSUs as a % of Target | 50% | 100% | 150% | 200% | | | | Fiscal 2025 Adjusted EPS Target | 2% | 4% | 6% | 8% or more | 20.2% | 200% |

  81. Long-Term Incentive Program

    1.Adjusted EPS, as used for the Fiscal 2024-2026 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) changes in the effective income tax rate, (ii) contributions to the Maximus Foundation or other tax-exempt organizations, (iii) goodwill and intangible asset impairments, (iv) gains or losses on disposals of assets (v) changes in accounting standards, (vi) the portion of legal settlements or recoveries in excess of $3 million (for the avoidance of doubt, the first $3 million is not adjusted), (vii) gains, losses, or other charges related to divested or discontinued businesses, (viii) the portion of acquisitions and divestitures that have an accretive or dilutive impact in excess of $0.05 per share after any discrete adjustments detailed in this paragraph (for the avoidance of doubt, the first $0.05 per share is not adjusted), and (ix) the disclosed impact of a U.S. Federal Government shutdown. Because of these adjustments to adjusted EPS, adjusted EPS as used for the Fiscal 2024-2026 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 2024-2026 PSU award cycle is summarized in the table below:

  82. 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 (200%) | Third Tranche | | Bruce L. Caswell | 11,201 | 22,402 | 22,402 | Fiscal 2026 Performance Period Has Not Completed | | David W. Mutryn | 1,527 | 3,054 | 3,054 | | | John T. Martinez(3) | 1,222 | 2,444 | 2,444 | | | Ilene R. Baylinson | 1,222 | 2,444 | 2,444 | | | Michelle F. Link | 815 | 1,630 | 1,630 | |

  83. 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 C&HR Committee based on an interpolation between the applicable values. 3.In connection with Mr. Martinez’s voluntary resignation as our Chief Legal Officer effective as of February 15, 2026, the PSUs granted to Mr. Martinez will be forfeited in accordance with their terms.

  84. Long-Term Incentive Program

    | 50 | MAXIMUS 2026 PROXY STATEMENT |

  85. Long-Term Incentive Program

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  86. Long-Term Incentive Program

    Vesting Achievement Under the First Tranche of the Fiscal 2025-2027 PSU Award Cycle The following table shows the performance of the first tranche of the Fiscal 2025-2027 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, 2027.

  87. Long-Term Incentive Program

    | | Annual Adjusted EPS(1) Performance Range | | | | | | | Threshold | Target | Maximum | Fiscal 2025 Actual | Earned PSUs (as % of Target) | | Earned PSUs as a % of Target | 50% | 100% | 200% | | | | Fiscal 2025 Adjusted EPS Target | $5.06 | $5.95 | $6.84 | $7.61 | 200% |

  88. Long-Term Incentive Program

    1.Adjusted EPS, as used for the Fiscal 2025-2027 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) changes in the effective income tax rate, (ii) contributions to the Maximus Foundation or other tax-exempt organizations, (iii) goodwill and intangible asset impairments, (iv) gains or losses on disposals of assets (v) changes in accounting standards, (vi) the portion of legal settlements or recoveries in excess of $3 million (for the avoidance of doubt, the first $3 million is not adjusted), (vii) gains, losses, or other charges related to divested or discontinued businesses, (viii) the portion of acquisitions and divestitures that have an accretive or dilutive impact in excess of $0.05 per share after any discrete adjustments detailed in this paragraph (for the avoidance of doubt, the first $0.05 per share is not adjusted), and (ix) the disclosed impact of a U.S. Federal Government shutdown.Because of these adjustments to adjusted EPS, adjusted EPS as used for the Fiscal 2025-2027 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 2025-2027 PSU award cycle is summarized in the table below:

  89. 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 | Third Tranche | | Bruce L. Caswell | 13,613 | 27,226 | Fiscal 2026 Performance Period Has Not Commenced | Fiscal 2027 Performance Period Has Not Commenced | | David W. Mutryn | 1,872 | 3,744 | | | | John T. Martinez(3) | 1,418 | 2,836 | | | | Ilene R. Baylinson | 1,361 | 2,722 | | | | Michelle F. Link | 1,021 | 2,042 | | |

  90. 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 C&HR Committee based on an interpolation between the applicable values. 3.In connection with Mr. Martinez’s voluntary resignation as our Chief Legal Officer effective as of February 15, 2026, the PSUs granted to Mr. Martinez will be forfeited in accordance with their terms.

  91. Long-Term Incentive Program

    | MAXIMUS 2026 PROXY STATEMENT | 51 |

  92. Long-Term Incentive Program

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  93. Long-Term Incentive Program

    Other Compensation and Governance Matters

  94. Retirement and Deferred Compensation Plans

    Retirement and Deferred Compensation Plans We provide additional compensation to our executive officers through various plans which are also available to some or all of our employees. Those plans include our 401(k) plan and our deferred compensation plan. We maintain the 401(k) plan for our employees, including our executives, because we wish to encourage employees to save some percentage of their cash compensation for their eventual retirement. The 401(k) plan permits employees to make such savings in a manner that is tax efficient. Maximus also maintains a non-tax-qualified deferred compensation plan that allows participants to save for the future on a tax-deferred basis. The plan is generally available to highly-compensated employees who desire to save more than permitted under the 401(k) plan. In fiscal year 2025, the C&HR Committee opted to allow executives to defer all or a portion of their RSUs and PSUs. If any executive chose a deferral in fiscal year 2025, it will be applied to their fiscal year 2026 granted award. See the Supplemental Discussion of Deferred Compensation Plan below.

  95. Severance Payments

    Severance Payments The Company has severance guidelines for executive officers (other than the CEO) 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 the Amended and Restated Maximus, Inc. Income Continuity Program ("Maximus 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” approach such that cash-based payments to a participant under the plan are contingent 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.

  96. Severance Payments

    | MAXIMUS 2026 PROXY STATEMENT | 53 |

  97. Severance Payments

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  98. Summary Compensation Table

    Summary Compensation Table In the tables and discussion below, we summarize the compensation earned during fiscal years 2023, 2024 and 2025 by our Chief Executive Officer, our Chief Financial Officer, and our other NEOs.

  99. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Bruce L. Caswell Chief Executive Officer and President | 2025 | 976,923 | — | 6,862,177 | 3,300,000 | — | 71,568 | 11,210,668 | | | 2024 | 886,904 | — | 6,303,063 | 2,970,000 | — | 20,947 | 10,180,914 | | | 2023 | 850,000 | — | 5,588,751 | 892,500 | — | 18,689 | 7,349,940 | | David W. Mutryn Chief Financial Officer | 2025 | 645,385 | — | 1,768,518 | 1,430,000 | — | 21,147 | 3,865,050 | | | 2024 | 616,539 | — | 1,609,474 | 1,386,000 | — | 20,947 | 3,632,960 | | | 2023 | 551,731 | — | 1,241,956 | 294,350 | — | 15,189 | 2,103,226 | | John T. Martinez(4) Chief Legal Officer | 2025 | 618,750 | — | 1,339,798 | 1,100,000 | — | 57,167 | 3,115,715 | | | 2024 | 600,000 | — | 1,287,637 | 990,000 | — | 43,203 | 2,920,840 | | Ilene R. Baylinson GM U.S. Services | 2025 | 593,348 | — | 1,286,256 | 840,000 | — | 17,647 | 2,737,251 | | | 2024 | 566,539 | — | 1,287,637 | 1,020,800 | — | 17,447 | 2,892,423 | | | 2023 | 530,000 | — | 841,741 | 306,075 | — | 15,189 | 1,693,005 | | Michelle F. Link(4) Chief Human Resources Officer | 2025 | 469,231 | — | 964,692 | 836,000 | — | 48,065 | 2,317,988 | | | 2024 | 443,269 | — | 858,480 | 742,500 | — | 46,296 | 2,090,545 |

  100. 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 $86.67 for awards granted in fiscal year 2023, $105.74 for awards granted in fiscal year 2024, and $94.57 for fiscal year 2025. 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 2025 PSU awards would be as follows: Mr. Caswell $12,000,132, Mr. Mutryn $1,649,912, Ms. Baylinson $1,249,995, Mr. Martinez $1,200,043, and Ms. Link $900,032. 2.The amounts in this column reflect annual cash incentive awards earned by our NEOs under the EBP. 3.The amounts in this column reflect our match for 401(k) of $14,000 and $3,647 for Executive Short and Long-term Disability for all of the NEOs (except $3,462 for Ms. Link), $3,500 for an annual physical for Mr. Mutryn, and Mr. Martinez, $36,020 for Mr. Martinez and $30,603 for Ms. Link for financial planning services, and $53,923 for physical security services for Mr. Caswell. 4.Mr. Martinez and Ms. Link were first designated as NEOs for 2024. Following the conclusion of our fiscal year 2025 and as disclosed in our Current Report on Form 8-K on December 18, 2025, Mr. Martinez announced his intention to resign effective as of February 15, 2026.

  101. Summary Compensation Table

    | MAXIMUS 2026 PROXY STATEMENT | 55 |

  102. Summary Compensation Table

    | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  103. 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, 2025, for each of the named executive officers.

  104. Stock Vested Table

    | | Stock Awards Vested | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Bruce L. Caswell | 95,856 | 8,758,363 | | David W. Mutryn | 22,566 | 2,061,855 | | John T. Martinez | 6,690 | 611,265 | | Ilene R. Baylinson | 14,852 | 1,357,027 | | Michelle F. Link | 12,334 | 1,126,958 |

  105. 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.

  106. 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, 2025.

  107. Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Bruce L. Caswell | 839,808 | — | 1,721,214 | — | 11,040,254 | | David W. Mutryn | — | — | 399 | — | 2,143 | | John T. Martinez | — | — | — | — | — | | Ilene R. Baylinson | — | — | — | — | — | | Michelle F. Link | 22,202 | — | 8,219 | — | 67,224 |

  108. Nonqualified Deferred Compensation Table

    1.For Mr. Caswell, Mr. Mutryn, and Ms. Link the deferrals were made under the Maximus Deferred Compensation Plan. All amounts contributed by these individuals during 2025 have been included in the Summary Compensation Table. 2.None of these amounts are included in the Summary Compensation Table as compensation earned in 2025, since the Maximus Deferred Compensation Plan does not provide above-market or preferential earnings. 3.Includes the following amounts that were reported as compensation in the Summary Compensation Table for prior years; Mr. Caswell — $1,139,279; Mr. Mutryn — $0; and Ms. Link— $15,442.

  109. Nonqualified Deferred Compensation Table

    | 62 | MAXIMUS 2026 PROXY STATEMENT |

  110. Nonqualified Deferred Compensation Table

    | Table of Contents | EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS |

  111. 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, 2025, September 30, 2024, September 30, 2023, September 30, 2022, and September 30, 2021. The dollar amounts presented as compensation actually paid in the below tables do not reflect the actual amount of compensation earned by or paid to our PEO and Non-PEO NEOs during the applicable fiscal year. For further information on our pay-for-performance philosophy and how executive compensation aligns with our performance, refer to the above section entitled “Compensation Discussion & Analysis.”

  112. 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) ($) | | 2025 | 11,210,668 | 16,784,938 | 3,009,001 | 3,727,891 | 144 | 151 | 319.0 | 7.36 | | 2024 | 10,180,914 | 15,951,517 | 3,004,577 | 3,039,479 | 144 | 165 | 306.9 | 6.11 | | 2023 | 7,349,940 | 9,425,799 | 1,836,998 | 2,177,700 | 114 | 132 | 161.8 | 3.83 | | 2022 | 6,286,385 | 808,795 | 1,525,980 | 510,074 | 87 | 114 | 203.8 | 4.37 | | 2021 | 7,906,006 | 10,682,785 | 2,136,923 | 2,779,404 | 123 | 135 | 291.2 | 5.19 |

  113. Pay Versus Performance

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

  114. Pay Versus Performance

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | PEO | Bruce Caswell | Bruce Caswell | Bruce Caswell | Bruce Caswell | Bruce Caswell | | NEO | Richard Nadeau | Richard Nadeau | David Mutryn | David Mutryn | David Mutryn | | NEO | Ilene Baylinson | David Mutryn | Ilene Baylinson | Ilene Baylinson | John Martinez | | NEO | Thomas Romeo | Teresa Weipert | Teresa Weipert | Teresa Weipert | Ilene Baylinson | | NEO | David Francis | David Francis | David Francis | John Martinez | Michelle Link | | NEO | Michelle Link | | | Michelle Link | |

  115. Pay Versus Performance

    | 68 | MAXIMUS 2026 PROXY STATEMENT |

  116. Pay Versus Performance

    | Table of Contents | PAY VERSUS PERFORMANCE |

  117. Pay Versus Performance

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

  118. Pay Versus Performance

    | | PEO | | Calculation of Compensation Actually Paid | 2025 ($) | | SCT Total | 11,210,668 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (6,862,177) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 11,130,533 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 593,107 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | | + 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 | 712,807 | | - 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 | — | | Compensation Actually Paid | 16,784,938 |

  119. Pay Versus Performance

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

  120. Pay Versus Performance

    | | NEO | | Calculation of Compensation Actually Paid | 2025 ($) | | SCT Total | 3,009,001 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,339,816) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,682,700 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 61,755 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 262,356 | | + 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 | 51,895 | | - 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 | — | | Compensation Actually Paid | 3,727,891 |

  121. Pay Versus Performance

    4.The Peer Group TSR represents the S&P 400 Commercial and Professional Services index, which was included in our stock performance graph in Item 5 of the Annual Report on Form 10-K for fiscal year 2025 based upon an investment of $100 as of September 30, 2020. 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 2021, 2022, 2023, 2024, and 2025 is included in Item 7 of the Annual Report on Form 10-K.

  122. Pay Versus Performance

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  123. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | Table of Contents |

  124. 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 our cumulative TSR, the Peer Group TSR, Net Income, and Adjusted EPS over the five-year period from fiscal years 2021 through 2025.

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    | 70 | MAXIMUS 2026 PROXY STATEMENT |

  126. Pay Versus Performance

    | Table of Contents | PAY VERSUS PERFORMANCE |

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  128. Pay Versus Performance

    | PAY VERSUS PERFORMANCE | Table of Contents |

  129. Pay Versus Performance

    Tabular List of Financial Performance Measures The C&HR Committee believes in a holistic evaluation of our NEOs’ and our performance and uses a mix of performance measures throughout our annual short-term and long-term incentive compensation programs to align executive pay with our 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 year 2025 compensation to our performance are listed in the table below, each of which is described in more detail in the section entitled CD&A above.

  130. Pay Versus Performance

    | Financial Performance Measures | | Adjusted EPS Growth | | Adjusted Net Operating Income | | Revenue | | Adjusted Net Operating Margin % | | Relative TSR |

  131. Pay Versus Performance

    | 72 | MAXIMUS 2026 PROXY STATEMENT |