MAXIMUS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934

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Maximus, Inc.

(Name of Registrant as Specified in Its Charter)

Registrant

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Dear Fellow Shareholders,

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

Refining our Strategic Priorities

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

Delivering on our Commitments

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

Ongoing Board Refreshment

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

Shareholder Engagement and Responsiveness

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

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

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

Sincerely,

John J. Haley

Chair of the Board

Dear Maximus Shareholders,

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

Healthy Core Business Endures in 2023 and Beyond

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

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

Business Strategy Reflects Evolving Customer Needs

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

Talent Strategy Empowers Our Growth

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

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

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

Sincerely,

Bruce L. Caswell

Chief Executive Officer and President

Notice of Annual Meeting

of Shareholders

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

Meeting Details

Voting Matters

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

Record Date

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

Attendance

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

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

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

By Order of the Board of Directors

John T. Martinez

Chief Legal Officer and Secretary

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

Moving People Forward

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

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

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

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

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

Our values

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

FY23 Global Employee Engagement Survey

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

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