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)

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Dear Fellow Shareholders,

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

Our Business Resiliency

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

Continued Commitment to Shareholder Engagement

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

Independent Freedom of Association Audit

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

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

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

Sincerely,

John J. Haley

Chair of the Board

Dear Maximus Shareholders,

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

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

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

Delivering Customer Services, Digitally Enabled

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

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

Focused on the Future of Health

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

Advancing Technological Modernization

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

Moving Our Talent Forward

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

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

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

Sincerely,

Bruce L. Caswell

Chief Executive Officer and President

Notice of Annual Meeting

of Shareholders

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

Meeting Details

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 13, 2025, will be entitled to vote at the Annual Meeting or at any adjournment or postponement of the Annual Meeting.

Attendance

All shareholders are invited to attend the virtual meeting. In order to attend the virtual Annual Meeting, go tovirtualshareholdermeeting.com/MMS2025 and enter the control number found on your proxy card, voting instruction form, or notice you previously received. If you are not eligible to participate in the meeting, you may listen to a webcast of the meeting by visiting virtualshareholdermeeting.com/MMS2025 and logging on as a guest. Guests will not be able to ask questions or vote at the meeting.

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

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

By Order of the Board of Directors

John T. Martinez

Chief Legal Officer and Secretary

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

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