MAXIMUS, INC.
For the period ended Mar 10, 2026. Filed Jan 22, 2026.
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Mar 10, 2026 · Filed Jan 22, 2026
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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
Filed by the registrant ☒
Filed by a party other than the registrant ☐
Check the appropriate box:
| ☐ | Preliminary proxy statement |
|---|---|
| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive proxy statement |
| ☐ | Definitive additional materials |
| ☐ | Soliciting material pursuant to section 240.14a-12 |
Maximus, Inc.
(Name of Registrant as Specified in Its Charter)
Registrant
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 26(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Fellow Shareholders,
On behalf of the Board of Directors, I am proud to share a year of strong financial performance, focused execution and progress across all three of our strategic growth pillars—tech-enabled customer service, the future of health, and advancing technology modernization. Powered by the dedication of our world-class teams and integration of our expanding AI capabilities, we believe Maximus is well-positioned to sustain our leadership as a trusted, mission-critical partner delivering innovative, technology-driven solutions to our customers.
Putting Our People First
The Board continues to focus on Maximus being agile and resilient in all market environments and responsive to our clients’ evolving priorities. A key area of Board oversight in 2025 has been the continued adoption of AI and automation technologies—capabilities that we believe provide us with a significant competitive advantage and enhance our ability to deliver efficient, innovative solutions for our customers.
At the heart of these advancements is Maximus’s talented team members. We are committed to equipping our people with the skills and capabilities necessary to support the long-term needs of our business and realize shareholder value growth opportunities. Our talent development strategy and people empowerment initiatives remain a top priority for the Board and management team.
Commitment to Active Shareholder Engagement
Throughout fiscal year 2025, the Board continued its dialogue with our shareholders to facilitate close alignment of our business strategy, governance practices and risk oversight with our investor priorities.
In response to shareholder feedback received over the years and as a part of the Board’s annual governance review, we have updated the director skills matrix reflected in this year’s proxy statement. We believe these updates better align with Maximus’ current priorities and the increasingly critical role of technological capabilities in our business. Going forward, this enhanced skills framework will help inform our director recruitment and refreshment priorities, supporting the Maximus Board in maintaining the set of expertise necessary to effectively oversee our growth strategy.
Looking Ahead
On behalf of the Board and management team, we look forward to delivering another year of operational excellence and value creation for all of our shareholders. Thank you for your continued confidence and investment in Maximus.
Sincerely,
John J. Haley
Chair of the Board
Dear Maximus Shareholders,
2025 was a year of significant achievement and strategic progress for Maximus, as our talented teams demonstrated agility in skillfully navigating evolving government priorities and dynamic market shifts. By leveraging our operational business model—which was designed for resiliency and adaptability through variable market conditions—we were well-positioned to seize key contract wins across our business, advance our technological capabilities and step up to meet dynamic customer and citizen expectations.
Key Fiscal Year 2025 Highlights
Maximus delivered an outstanding year of financial performance, with full year revenue of $5.43B, reflecting focused execution and robust demand for our services, and $4.7B in signed contract awards, with a total pipeline of sales opportunities of over $51.3B as of year-end. We believe this healthy pipeline underscores the long-term sustainability of our services and reinforces confidence in our current growth strategy.
As a testament to our expanded technology expertise and reputation as a trusted partner, we secured three notable contracts with U.S. Federal government customers. First, a $123 million contract with the National Energy Technology Laboratory (NETL) provides expanded professional IT services to meet the business and research needs of their High Performance Computing, AI/ML development, and ongoing operations and maintenance functions. Subsequently, we were awarded two contracts with the U.S. Air Force which represent our first engagements with this customer and expands Maximus’ defense technology portfolio. An $86 million contract for the Joint Cyber Command & Control Readiness program includes engineering analysis, software modification, maintenance, and infrastructure maturation, enabling mission execution, advancing defense readiness, and strengthening our role in supporting national security objectives. In addition, a $77 million contract with the U.S. Air Force Life Cycle Management Center which delivers cybersecurity and cloud-based services to the Department of War, further developing our leadership in secure, mission-critical and technology-enabled solutions.
Moving Our Talent Forward
Our success has always been powered by our people. In 2025, we advanced several initiatives to assist our workforce in remaining prepared for the challenges and opportunities of tomorrow. The Board and leadership team have prioritized creating a future-ready workforce through the development of a Strategic Workforce Planning (SWP) function, to advance an employee-centric approach toward upskilling while meeting the dynamic demands of our customers. We also launched an AI Total Talent Management System to better identify and address internal talent needs and skillset advancements throughout the organization.
We invest in the career growth of our people and are proud to have achieved year-over-year improvements in our 2025 Global Employee Engagement Survey results, which we view as an affirmation of the wellbeing of our people.
2026 Priorities
Building on the momentum of 2025, our strategic priorities for 2026 focus on expanding our business in both new and existing areas.
We are focused on broadening our reach in the U.S. Federal business, capitalizing on policy-driven initiatives and increasing deployment of AI and tech-enabled automation through strategic investments to both enhance productivity and innovation for our customers.
We are well-positioned for the transformative opportunity ahead of us and excited to leverage AI across a wide range of capabilities, from stronger support of our employees to expanding our technology-focused solutions for governments. We are in this position of strength thanks to the success of our earlier implementation of Maximus Forward, our company-wide initiative, which has equipped us with the foundation needed to deliver for our shareholders.
The achievements of 2025 are evidence of the strength of Maximus’ strategy, dedication of our people and trust placed in us by our customers. We look forward to continued delivery supporting the mission of our customers, and through this the creation of long-term shareholder value.
On behalf of the Board and leadership team, we thank you for your continued confidence and support
Sincerely,
Bruce L. Caswell
Chief Executive Officer and President
Notice of Annual Meeting
of Shareholders
The 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Maximus, Inc. (“Maximus,” the “Company,” "we," "us," or "our") will be conducted online through a live webcast.
Meeting Details
| DateMarch 10, 2026 | Time11:00 a.m. ET | Locationwww.virtualshareholdermeeting.com/MMS2026 |
Voting Matters
| 1 | The election of eight Directors nominated by our Board of Directors to serve until the 2027 Annual Meeting of Shareholders. |
| 2 | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our 2026 fiscal year. |
| 3 | An advisory vote to approve the compensation of the named executive officers. |
The meeting will also include the transaction of any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Record Date
Shareholders of record at the close of business on January 12, 2026, 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/MMS2026 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/MMS2026 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 2025, 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, 2026, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2026 proxy statement and 2025 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, 2026 and is first being furnished to shareholders on or about January 22, 2026.
Table of Contents
| Proxy Summary | 1 |
|---|---|
| Fiscal Year 2025 Company Highlights | 2 |
| Corporate Governance | 8 |
| PROPOSAL ONE – Election of Directors | 20 |
| PROPOSAL TWO – Ratification of the Appointment of Independent Registered Public Accounting Firm | 30 |
| Executive Compensation Discussion and Analysis | 34 |
| Pay Versus Performance | 68 |
| Certain Relationships and Related Person Transactions | 73 |
| PROPOSAL THREE – Advisory Vote to Approve the Compensation of the Named Executive Officers | 74 |
| Our Shareholders – Security Ownership | 77 |
| General Information About Voting | 81 |
| Shareholder Proposals For Our 2027 Annual Meeting of Shareholders | 84 |
| Other Materials | 85 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.