mms-20260121

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Exchange Act of 1934

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☐									Soliciting material pursuant to section 240.14a-12


Maximus, Inc.
(Name of Registrant as Specified in Its Charter)


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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Fee computed on table in exhibit required by Item 26(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

January 22, 2026

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

January 22, 2026

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

Date

March 10, 2026

Time

11:00 a.m. ET

Location

www.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 to virtualshareholdermeeting.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 202 7 Annual Meeting of Shareholders			84
Other Materials			85

Proxy Summary

The information provided in this Proxy Summary is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement.

Meeting Details

Date

March 10, 2026

Time

11:00 a.m. ET

Location

www.virtualshareholdermeeting.com/MMS2026

Ways to Vote

Your vote is important.

Whether or not you plan to attend, we encourage you to vote promptly. There are several ways that you can cast your ballot:

Via the Internet

Go to proxyvote.com

Virtually

Attend the virtual Annual Meeting

By Telephone

(+1) 800-690-6903

(toll-free)

By Mail

Sign, date, and return your proxy card in the enclosed envelope

Voting Recommendations


Proposal		Board's Voting Recommendation	Page Reference

1	The election of eight Directors nominated by our Board of Directors to serve until the 2027 Annual Meeting of Shareholders.	FOR each nominee	20
2	The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our 2026 fiscal year.	FOR	30
3	An advisory vote to approve the compensation of the named executive officers.	FOR	74


			MAXIMUS 2026 PROXY STATEMENT			1


PROXY SUMMARY			Table of Contents

Fiscal Year 2025 Company Highlights




			$5.43B
			FY25 Revenue



			37,000+
			Employees worldwide



			~1 in 3
			American citizens supported by programs we administer



3.9%						12.9%
Organic revenue growth from fiscal year 2024						Adjusted EBITDA margin1


$7.36						$366M
Adjusted diluted earnings per share1						Free cash flow1

1.Adjusted earnings metrics and free cash flow are non-GAAP terms. A summary of our use of non-GAAP numbers as well as a description of how we calculate them, may be found in Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2025, and filed with the SEC on November 20, 2025.


2			MAXIMUS 2026 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Moving our Talent Forward

At Maximus, we want our employees to have a career, not just a job. This means it will take all of us, through tools, processes, technology, and a shared vision, to enable our talent to both redeploy internally and level-up for future skills. We are committed to Moving Our Talent Forward. Embarking on an organization-wide initiative of the same name, we are focused on planning and meeting our organization’s current and future strategic talent goals by empowering our most important success factor–our employees.



Mobilizing our talent internally as the business needs						Helping employees level-up for future skill needs

To support mobilizing our talent internally, we created a Strategic Workforce Planning (SWP) function to advance an employee-centric approach to streamlining the redeployment of our workforce. They are dedicated to making certain that we have the right people with the right skills at the right time to meet the demands of our government clients to effectively serve and support citizens . This function oversees our “Beach” program, a virtual status designed to maintain continuity between assignments. This initiative is designed to safeguard income and benefits, provide stability during transitional periods, and support employees navigating change. It is also designed to facilitate seamless redeployment to new projects while offering structured opportunities for professional development and upskilling. We believe that the program strengthens talent readiness, accelerates business responsiveness, and reinforces our long-term capability strategy. Since its implementation, we have matched over 4,000 employees ending a project with open positions. preventing potential reductions in force. These efforts created value by avoiding severance, recruitment, and rehiring expenses, and created an atmosphere of increased employee security by taking steps to allow their careers to continue with us.						Artificial Intelligence (AI) is transforming how we work and redefining the types of roles and skills essential for future success. As an organization, we recognize this opportunity and are committed to equipping our employees to thrive in this rapidly changing landscape. We’ve committed to launch an internal AI initiative to provide learning paths tailored to the specific needs of our workforce. These programs are designed to upskill employees in two critical dimensions: •Technical proficiency in AI: Understanding the tools, technologies, and applications that will shape our operations. •Human-centric capabilities: Skills such as critical thinking, ethical judgment, problem framing, adaptability, and collaboration, which will become increasingly vital as AI becomes more prevalent. We are committed to offering our employees meaningful opportunities for growth. These custom AI learning paths will evolve in complexity based on organizational level, job type, and individual roles, and are designed to provide development that is relevant and impactful. Our goal is clear: to empower our people to lead in an AI-driven world and to provide that innovation enables the uniquely human capabilities needed for future success.


			MAXIMUS 2026 PROXY STATEMENT			3


PROXY SUMMARY			Table of Contents

Our Values

We continue to build a culture that embodies our values of accountability, collaboration, compassion, customer focus, innovation, and respect. To support this effort, we look for ways to continuously embed these values into our organizational DNA, guiding our conduct and decision-making and reflecting our collective beliefs and ambitions. 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.

Respect

Compassion

Innovation

Accountability

Collaboration

Customer Focus

Strategy for Growth

Today’s rapidly changing world demands that governments have the capacity and flexibility to respond to the growing expectations of the people they serve. Maximus makes it easier for people to access public services more efficiently. As a leader in the ability to implement government customer priorities through use of outcomes-based operating models, we help advance technology modernization, tech-enabled customer experiences, and clinical health services that change lives.

The three pillars of our strategy are supported by significant and growing demand, the capabilities we bring to our goal of “moving people, technology, and government forward,” and our ability to deliver on customer priorities with differentiation and sustainable competitive advantage. We are embracing the relentless pace of technology and demonstrating the art of the possible to our government customers with AI, which we believe offers us a significant opportunity to transform service delivery in this era of rapid change.

Technology
Modernization

Future
of Health

Tech-Enabled Government Service Delivery

•We modernize programs and legacy technology systems to be agile enough to meet the needs of a rapidly changing landscape.

•As a mission-critical partner, we align solutions around the unique circumstances of each program.

•We use innovative techniques and proven technologies and analytics to meet individuals on their own terms.

•We automate complex processes and empower health professionals with timely, actionable data – enabling them to focus on individuals while responding to community needs at scale.

•Our solutions provide efficient and tech-enabled access to critical benefits.

•We deliver citizen services in an innovation ecosystem that drives measurable outcomes and unlocks the full potential of a customer’s mission through data-driven insights.


4			MAXIMUS 2026 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Board of Directors

The Nominating and Governance ("N&G") Committee works directly with the Chair to lead the Board in an annual self-evaluation process that assesses the performance of the Board as a whole, the committees of the Board, and the contributions of the individual directors. In fiscal year 2025, the N&G Committee recommended retaining the committee structure that was implemented on January 1, 2024.

Name

Age

Director Since

Audit

Nominating & Governance

Compensation & Human Resources

Technology

Anne K. Altman

2016

Bruce L. Caswell

2018

John J. Haley

2020

Jan D. Madsen

2020

Richard A. Montoni

2006

Gayathri Rajan

2016

Raymond B. Ruddy

2004

Michael J. Warren

2019

Committee Chair

Committee Member


			MAXIMUS 2026 PROXY STATEMENT			5


PROXY SUMMARY			Table of Contents

Board Composition

The N&G Committee has worked to provide that Maximus' Board reflects that of a strategic asset board that is defined by a variety of skills that will benefit the long-term strategy of the organization while at the same time representing the needs of our shareholders. We have wide array of stakeholders, with employees, customers, and stakeholders that represent a wide variety of viewpoints, and we are proud of our board composition and feel that it represents us well.

Director Tenure

Director Age

5 - 9 years

50's

60's

10+ years

70's

80's


6			MAXIMUS 2026 PROXY STATEMENT


Table of Contents			PROXY SUMMARY

Our Leadership

Our executive officers and their respective ages and positions as of the date of this proxy statement are as follows:


Name	Age	Position

Bruce L. Caswell	60	Chief Executive Officer, President and Director
David W. Mutryn	44	Chief Financial Officer and Treasurer
Ilene R. Baylinson	69	General Manager, U.S. Services
Michelle F. Link	51	Chief Human Resources Officer
John T. Martinez	53	Chief Legal Officer and Corporate Secretary

The following information sets forth biographical information for the past five years of the executive officers. Such information with respect to Bruce L. Caswell, our Chief Executive Officer and President, is set forth below in the “Proposal One - Election of Directors” section.

David W. Mutryn assumed the role of Chief Financial Officer in 2021. Mr. Mutryn joined Maximus in 2016 as Corporate Controller and transitioned to Senior Vice President of Finance in 2020. Prior to Maximus, Mr. Mutryn was Vice President of Finance at CSRA, Inc. and held numerous financial leadership positions at SRA International, Inc.

Ilene R. Baylinson has served as the General Manager of our U.S. Services Segment since 2020. She previously served as the General Manager of the U.S. Health Segment from 2015 to 2020. Ms. Baylinson joined Maximus in 1991.

Michelle F. Link joined Maximus in March 2020 as Chief Human Resources Officer. From 2018 to 2020 she served as the Executive Vice President of Human Resources for ADS, Inc. Before that she served as Chief Human Resources Officer for PRA Group from 2011 to 2018. She has also held senior Human Resources roles at BlueCross Blue Shield of Tennessee, AMERIGROUP (now Elevance Health), CIGNA, and Corning.

John T. Martinez joined Maximus in September 2023 as Chief Legal Officer and Corporate Secretary. Mr. Martinez previously served as Vice President and General Counsel of GE Aerospace from August 2021 to September 2023 where he was responsible for developing and executing GE Aerospace's legal strategy across the commercial aviation and defense sectors and led GE Aerospace's global legal, contracts, compliance, and government relations organizations. In the ten years prior, Mr. Martinez served in roles including senior leadership positions at Raytheon Intelligence & Space, the Director of National Intelligence, and the Central Intelligence Agency. 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.


			MAXIMUS 2026 PROXY STATEMENT			7

Corporate Governance

Board’s Role in Risk Oversight

The Board of Directors as a whole oversees risk management for us. Senior members of our management team regularly report to the Board on operational and financial risks relating to our projects, and about compliance with our policies and procedures and code of ethics.

Board of Directors

Audit Committee

Nominating and
Governance Committee

Compensation and Human Resources Committee

Technology Committee

Oversees management of business and operational risks that could have a financial impact, such as those relating to internal controls and liquidity.

Manages the risks associated with compliance matters, including receiving regular reports from our Chief Compliance Officer, governance issues, such as the independence and performance of the Board, and environmental and social issues.

Responsible for managing the risks relating to our executive compensation and succession plans and policies.

Assists the Board with oversight of our information technology risks, strategic technology investments, and the quality and effectiveness of our cybersecurity policies and practices, including our use of AI.

Enterprise Risk Management

Annually, we survey our key leaders to identify significant risks we face. Those risks are ranked based on likelihood of occurrence as well as potential impact and assigned a risk manager. Management engages risk managers to regularly update performance metrics and mitigation plans for risks identified in the assessment process. Key leaders oversee performance and mitigations and determine if action is necessary based on our tolerance for risk. The outcome of the process is reported to the Board. This process also informs our disclosure and discussion of risks in our SEC filings.


8			MAXIMUS 2026 PROXY STATEMENT


Table of Contents			CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has adopted Guidelines for Corporate Governance that set forth the practices of the Board with respect to the function of the Board, oversight of management, Board composition, selection of directors, operation of the Board and meetings, committees of the Board, director responsibilities, and tenure and evaluation of the Board and committees. The Guidelines for Corporate Governance are available on our Corporate Governance web page at investor.maximus.com/governance. The information contained on our website is not a part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the SEC.

Director Independence

Under our Guidelines for Corporate Governance and New York Stock Exchange (“NYSE”) rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with us or any of our subsidiaries. Our Guidelines for Corporate Governance define independence in accordance with the independence definition in the current NYSE corporate governance rules for listed companies.

Our Guidelines for Corporate Governance require the Board to review the independence of all directors at least annually. In the event a director has a relationship with us that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

The Board of Directors in its business judgment has determined that the following directors are independent as defined by NYSE listing standards: Anne K. Altman, John J. Haley, Jan D. Madsen, Richard A. Montoni, Gayathri Rajan, Raymond B. Ruddy, and Michael J. Warren.

How Directors Are Elected

The Board of Directors currently consists of eight directors. All directors are elected annually for one-year terms, and the Board has nominated the eight director nominees for election at the Annual Meeting. If you sign and return your proxy card, the persons named as proxies in the proxy card will vote to elect those eight nominees unless you mark your proxy card otherwise. You may not vote for a greater number of nominees than eight. Each nominee has consented to being named in this proxy statement and to serve if elected. If for any reason a nominee should become unavailable for election prior to the Annual Meeting, the proxy holders may vote for the election of a substitute. We do not presently expect that any of the nominees will be unavailable.

Vote Required for the Election of Directors

Our by-laws provide for majority voting in director elections. The Board of Directors also has adopted a Director Resignation Policy. Under that policy, each director nominee has submitted a written contingent resignation which will become effective only if (i) the director fails to receive the required number of votes for re-election as set forth in our by-laws and (ii) the Board of Directors accepts the resignation. The affirmative vote of a majority of the total number of votes cast with respect to that director’s election is required to re-elect each nominee to our Board. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of this matter.


			MAXIMUS 2026 PROXY STATEMENT			9


CORPORATE GOVERNANCE			Table of Contents

Director Nomination Process

Under the process we use for selecting new Board candidates, the Chief Executive Officer, the N&G Committee, or other Board members identify the need to add a new Board member with specific qualifications or to fill a vacancy on the Board. The Chair of the N&G Committee will initiate a search, working with staff support and seeking input from Board members and senior management, hiring a search firm, if necessary, and considering any candidates recommended by shareholders. The Chief Executive Officer and members of the N&G Committee interview prospective candidates. The N&G Committee recommends final candidates for approval by the full Board of Directors.

Shareholder Recommendations and Nominations of Director Candidates

The N&G Committee will consider qualified shareholder recommendations for candidates to serve on the Board of Directors and would evaluate any such candidate in the same manner described above. A shareholder may submit candidates for consideration by the N&G Committee if such shareholder gives timely written notice, in proper form, for each such recommended director nominee. To be timely for the 2027 Annual Meeting of Shareholders, the notice must be received within the time frame set forth in “Shareholder Proposals and Directors For Our 2027 Annual Meeting of Shareholders” below. To be in proper form, the notice must include each nominee’s written consent to be named as a nominee and to serve, if elected, and such other information as required under our by-laws. These requirements are more fully described in Article I, Section 6, of our by-laws.

Insider Trading Policy

We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and other covered persons that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is incorporated by reference as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended September 30, 2025.

Code of Ethics

We have adopted a code of ethics that applies to all employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. That code, our Standards of Business Conduct and Ethics, can be found posted on our Corporate Governance web page at investor.maximus.com/governance. The Board regularly reviews our code of ethics, and any amendment or waiver of our code of ethics required to be disclosed under the Securities Exchange Act of 1934 (the “Exchange Act”) will be reflected on our Corporate Governance web page.


10			MAXIMUS 2026 PROXY STATEMENT


Table of Contents			CORPORATE GOVERNANCE

Director Attendance

Our Board expects that its members will prepare for, attend, and participate in all Board and applicable committee meetings. Our Board of Directors held eight meetings during fiscal year 2025. During our 2025 fiscal year, all of our directors attended at least 75% of the aggregate Board and applicable committee meetings.

We encourage members of the Board of Directors to attend our annual meetings. All of our directors attended our annual meeting in 2025.

Executive Sessions

Executive sessions where non-management directors meet on an informal basis are scheduled either at the beginning or at the end of each regularly scheduled Board meeting. John J. Haley, the independent, non-executive Chair of the Board, presides over the executive sessions.

Board Evaluations

As part of the Board’s ongoing commitment to continuous improvement, the N&G Committee leads the Board in an annual self-evaluation process that assesses the performance of the Board as a whole, the committees of the Board, and the individual directors. Based on results of the annual assessments, the Chair of the Board provides feedback to each respective Board member. In addition, an outside expert is engaged every five years to perform an in-depth, independent assessment. The most recent external assessment was completed in fiscal year 2022. Board members received feedback on their strengths and contributions, as well as opportunities for improvement. Feedback is also considered when designing education and certification road maps for each director.

Nominating and Governance Committee

leads the Board in an annual self-evaluation process that assesses the performance of:

The Board as a Whole

The Committees of the Board

The Individual Directors

Based on results of the annual assessments, the Chair of the Board provides

feedback to each respective Board member.

As a result of the Board evaluation process, the Board made several changes and enhancements to committee composition, overall Board focus, processes, information and resources as well as amplification of our positive Board culture. In fiscal year 2024, the Board adjusted committee assignments in accordance with Director skills and experiences, further aligned to our strategy and growth plans which have enhanced Board risk assessment, governance and oversight.


			MAXIMUS 2026 PROXY STATEMENT			11


CORPORATE GOVERNANCE			Table of Contents

Stemming from the annual self-evaluation process, in fiscal year 2025, the Board initiated a two-day Board and senior management off-site session which examined our existing strategy, assessed historical implementation of, and performance against, our strategic metrics as well as reviewed changes to our future strategic direction based our capabilities, customer demand signals, and overall competitive landscape. The Directors also assessed allocation of Board meeting time, cadence, and presentation materials. Process improvements were implemented, including providing Directors with background reference materials for in-depth understanding of the presentation materials which have been streamlined highlighting important information while maintaining a thoroughness that allows Directors to better assess risk and perform their governance and oversight responsibilities. In addition, the Board has scheduled certain committee meetings to be held on a different cadence than the quarterly Board meetings. These changes have allowed greater time for discussion, debate, and detailed reviews of key risk areas and opportunities, focus on strategic trends, and the Board's engagement and interaction with senior management as well as emerging talent within the organization.

Lastly, consistent with our core values, the overall changes and enhancements made in fiscal years 2024 and 2025 further facilitated the Board's thoughtful discussion and debate in a collegial and collaborative environment that drives strategic priorities and facilitates stronger governance and oversight.

Director Education

The Board acknowledges the significance of continuous director education and is in regular pursuit of continuous learning to enhance governance and oversight responsibilities. The Board facilitates both internal and external speakers and presentations on relevant topics and encourages Directors to pursue their own independent education and continuous learning, including through external director education programs, presentations and professional articles. The Board also leverages formal Board and committee meetings to access regular presentations by subject-matter experts in a variety of areas relevant to our strategic priorities and that facilitates stronger oversight and governance for us. In fiscal year 2025 alone, the Board received numerous internal and external presentations by experts on topics including: enterprise risk management, ethics and compliance, political trends related to government contractors, emerging technology such as generative AI, machine learning, and cybersecurity risks, trends and best practices, human capital management, talent and succession planning, among others.

Independent Board Chair

Maximus has maintained separate Chief Executive Officer and Chair of the Board positions since before our initial public offering in 1997. John J. Haley currently serves as our independent, non-executive Chair of the Board. Under our Guidelines for Corporate Governance, the Board will periodically evaluate the separation of the CEO and Chair positions in light of our governance objectives and relevant circumstances. We believe that the separation of these roles at this time is appropriate and represents good corporate governance that promotes Board and director independence from the management team.

Mr. Haley brings experience to us from his prior roles as both board chair and CEO of a public company. Mr. Haley, together with Anne Altman in her capacity as Chair of the N&G Committee and Vice Chair, represent us in meetings with shareholders and lead the Board in consideration of input from shareholders and other stakeholders.


12			MAXIMUS 2026 PROXY STATEMENT


Table of Contents			CORPORATE GOVERNANCE

Committees of the Board

The standing committees of the Board of Directors are the Audit Committee, the N&G Committee, the Compensation and Human Resources Committee ("C&HR Committee"), and the Technology Committee. Each committee operates under a written charter adopted by the Board. Committee charters, as amended and currently in effect, are available on our Corporate Governance web page at investor.maximus.com/governance/governance-documents.

Audit Committee

Jan D. Madsen (Chair)

Raymond B. Ruddy

Michael J. Warren

Meetings in fiscal 2025: 5

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee management’s conduct of our financial reporting processes and the integrity and audits of our financial statements. The Audit Committee specifically reviews the financial reports and other financial information provided by us, our disclosure controls and procedures, internal accounting and financial controls, the internal audit function, the risk management function, the legal compliance and ethics programs, and the annual independent audit process.

Each member of the Audit Committee is independent as defined by applicable NYSE listing standards and SEC regulations governing the qualifications of audit committee members. The Board of Directors has determined that all of the Audit Committee members are financially literate as defined by the NYSE listing standards and that Ms. Madsen, Mr. Ruddy, and Mr. Warren qualify as audit committee financial experts as defined by regulations of the SEC.

For additional information regarding the Audit Committee, see “Report of the Audit Committee” below.


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CORPORATE GOVERNANCE			Table of Contents

Nominating & Governance Committee

Anne K. Altman (Chair)

John J. Haley

Gayathri Rajan

Raymond B. Ruddy

Meetings in fiscal 2025: 4

The purpose of the N&G Committee is to oversee the lifecycle of the Board to include identifying, evaluating, and recommending candidates for membership on the Board of Directors, to establish and assure the effectiveness of the governance principles of the Board and for us, and to oversee the ongoing training and assessments/evaluations of our directors. The N&G Committee is responsible for assessing the appropriate mix of skills, qualifications, and characteristics for the effective functioning of the Board in light of our needs. The N&G Committee considers, at a minimum, the following qualifications in recommending to the Board potential new directors, or the continued service of existing directors:

•personal characteristics, such as the highest personal and professional ethics, integrity and values, an inquiring and independent mind, with a respect for the views of others, ability to work well with others, and practical wisdom and mature judgment;

•broad, policy-making level experience in business, government, academia, or science to understand business problems and evaluate and formulate solutions;

•experience and expertise that is useful to us and complementary to the background and experience of other directors;

•willingness and ability to devote the time necessary to carry out duties and responsibilities of directors and to be an active, objective, and constructive participant at meetings of the Board and its committees;

•commitment to serve on the Board over a period of several years to develop knowledge about our principal operations; and

•willingness to represent the best interests of all shareholders and objectively evaluate management performance.

The N&G Committee has oversight of our governance initiatives. The N&G Committee also oversees and receives reports at least quarterly on (1) compliance with U.S. laws and our policies pertaining to political contributions, (2) political activities and contributions of the Maximus Political Action Committee, (3) significant lobbying priorities and related expenditures in the U.S. and (4) expenditures relating to our principal U.S. trade associations.


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Compensation & Human Resources Committee

John J. Haley (Chair)

Anne K. Altman

Michael J. Warren

Meetings in fiscal 2025: 5

The C&HR Committee is responsible for reviewing, approving, and overseeing our compensation and executive benefit programs, evaluating their effectiveness in supporting our overall business objectives and facilitating an appropriate structure and process for management succession. The C&HR Committee also reviews, in conjunction with the CEO and the Chief Human Resources Officer (CHRO), activities impacting human resources such as global inclusion and belonging initiatives, the Global Employee Engagement Survey, and labor relations. Specifically, the C&HR Committee is responsible for:

•evaluating the performance and setting the compensation of the Chief Executive Officer and approving the CEO’s recommendations for other members of senior management;

•reviewing our compensation policies and practices;

•overseeing executive succession plans; and

•reviewing the risks associated with our incentive compensation programs.

To assist in its efforts to meet the objectives outlined above, the C&HR Committee also retains an independent consulting firm to advise it on executive compensation programs.

For additional information regarding the C&HR Committee, see “Compensation and Human Resources Committee Report” below.


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Technology Committee

Richard A. Montoni (Chair)

Jan D. Madsen

Gayathri Rajan

Michael J. Warren

Meetings in fiscal 2025: 5

The Technology Committee assists the Board of Directors in fulfilling its responsibility to oversee our strategic information technology investments and our risk management efforts pertaining to cybersecurity, AI, and the protection of data assets. The Technology Committee meets regularly with our Chief Digital & Information Officer and our Chief Information Security Officer.

Strategic technology investments include investments that are considered material expenditures and are important for the ongoing success of the business. These also include evaluation of our merger and acquisition strategy intended to supplement or supplant our technology portfolio.

Risk management includes protecting our intellectual property and other data assets – in particular customer data – from theft or other compromise. This includes protection from external bad actors, as well as from unauthorized access on the part of employees, partners and customers. It also includes oversight of our use of AI to sort, organize, analyze, and generate data for business purposes, including the use of machine learning, generative AI, and other standard techniques. The comprehensive lifecycle utilization of AI, whether implemented directly by us or in collaboration with third parties, necessitates ongoing investment in governance and security resources to provide for our responsible use of AI and to safeguard against potential risks and vulnerabilities. With oversight from the Technology Committee, our AI Guiding Principles aim to ensure that our approach to AI is grounded in:

•Human Oversight and Accountability

•Ethical and Inclusive Design

•Iterative Development

These guiding principles help support our continued compliance with applicable laws and regulations, align with industry standards and best practices, and take societal and environmental well-being into consideration.


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Shareholder Engagement and Responsiveness

Maximus is committed to engaging directly with our shareholders to understand their views on governance matters. Maximus, including members of our Board of Directors as appropriate, regularly meets with major shareholders on a wide range of topics including strategy, financial performance, capital allocation, corporate governance, and executive compensation. In addition, the full Board receives and reviews reports on investor feedback and emerging governance issues, allowing our directors to better understand shareholder priorities and perspectives.

We actively consider shareholder feedback and, as warranted, take action. During the last fiscal year, Maximus engaged with investors regarding, among other topics: the financial impact of actions by the U.S. federal government, a multitude of AI-based topics including Board oversight, opportunities for efficiency and cost-savings, and human capital implications, as well as capital allocation strategy, management succession planning, and Board refreshment and governance.


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Director Compensation Table

The table below summarizes the compensation paid to our non-employee directors in fiscal year 2025.


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

1.The amounts in this column reflect the aggregate grant date fair values, computed in accordance with FASB ASC Topic 718, of RSU awards made on March 11, 2025, under our 2021 Omnibus Incentive Plan. For each of the RSU awards, the grant date fair value is calculated using the closing price of our common stock on the grant date as if these awards were vested and issued on the grant date. The amounts shown disregard estimated forfeitures. For additional information regarding the assumptions used in determining the fair value of an award, please refer to Note 12 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended September 30, 2025.

2.As of September 30, 2025, Ms. Altman held 3,085 unvested RSUs.

3.As of September 30, 2025, Mr. Haley held 7,346 unvested RSUs and an additional 22,873 deferred shares.

4.As of September 30, 2025, Ms. Madsen held 3,306 unvested RSUs and an additional 11,243 deferred shares.

5.As of September 30, 2025, Mr. Montoni held 0 unvested RSUs.

6.As of September 30, 2025, Ms. Rajan held 2,204 unvested RSUs.

7.As of September 30, 2025, Mr. Ruddy held 201,291 deferred shares.

8.As of September 30, 2025, Mr. Warren held 2,204 unvested RSUs and an additional 9,133 deferred shares.

Fees Payable to Non-Employee Directors

The director compensation for fiscal year 2025 as shown in the chart above was comprised of the below elements. With the assistance of Frederic W. Cook & Co., Inc. ("FW Cook"), the C&HR Committee’s compensation consultant, regularly reviews our non-employee director compensation and evaluates the competitiveness and reasonableness of the compensation program in light of general trends and practices. Based on its review, in fiscal year 2025 the C&HR Committee recommended no changes to the non-employee director compensation, determining it was competitive compared to our peer group.

Directors who are also Maximus employees do not receive additional compensation for their services as directors.

•An annual retainer of $300,000 payable in time-based restricted stock units (“RSUs”) or cash, with a minimum amount of $150,000 in RSUs unless a director holds more than seven times the annual retainer in Maximus equity.


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•Ms. Altman received an additional $20,000 retainer for her services as the Chair of the N&G Committee, and an additional $40,000 as Vice Chair of the Board.

•Mr. Haley received an additional $180,000 retainer for his services as Chair of the Board and a $20,000 retainer for his services as the Chair of the C&HR Committee.

•Ms. Madsen received an additional $30,000 retainer for her services as the Chair of the Audit Committee.

•Mr. Montoni received an additional $20,000 retainer for his services as Chair of the Technology Committee.

•Mr. Ruddy received an additional $35,000 retainer, which is a continuation of the additional retainer he previously received for his services as Vice Chair of the Board, which reflects his leadership role on the Board and recognizes the additional time that he continues to spend on Maximus matters over and above his normal director duties.

•RSU awards granted to our non-employee directors vest after one year; directors may elect to defer receipt of shares for their RSUs for a longer period up to termination of service on the Board of Directors.

We also permit our directors to participate in the medical and dental plans that we offer to our employees, although each director who elects to participate must pay the full cost of his or her own premiums in the plan. During fiscal year 2025, Mr. Montoni and Mr. Ruddy participated in portions of those plans.

In fiscal year 2026, the C&HR Committee approved a $15,000 increase to the annual retainer, increasing the portion to be paid in RSUs from $150,000 to $165,000.

Director Equity Ownership Requirements

Directors are required to hold equity of Maximus equal to at least five times their annual cash retainer. Furthermore, directors that opt to receive more than $150,000 of their annual retainer in cash are required to hold more than seven times their annual retainer in equity. For these purposes, “equity” consists of shares owned directly by the director, and any vested shares that would have been distributed to the director but for the director’s election to defer receipt of the shares for tax purposes. All of our directors met the ownership requirement as of the end of fiscal year 2025.

How To Communicate with Us

Our Board of Directors values input from a wide array of sources to inform its deliberations and decision-making. Since shareholders have a financial stake in our success and represent independent sources of information, the Board especially values shareholder questions and insights. The Board has therefore created a number of ways to obtain shareholder input including via participation at the annual meeting, use of our various reporting mechanisms including our hotline and audit functions, requests for individual director engagements, and use of the official communications mechanism described here.

Shareholders and other interested parties wishing to communicate with the Board of Directors, the non-employee directors, or any individual director (including any committee chair) may do so by sending a communication to the Board of Directors and/or a particular member of the Board of Directors, care of the Corporate Secretary at Maximus, 1600 Tysons Boulevard, McLean, Virginia 22102. Depending upon the nature of the communication and to whom it is directed, the Corporate Secretary will, as appropriate: (a) forward the communication to the appropriate director or directors; (b) forward the communication to the relevant department within Maximus; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter).


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Proposal One

Election of Directors


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

The Maximus Board of Directors takes seriously the opportunity that you, our shareholders, have to cast votes to elect or re-elect us each year.

When seeking to identify candidates to be considered for potential Board membership, our Board strives for a candidate pool with an appropriate mix of skills, qualifications and characteristics for the effective functioning of the Board in light of the needs of the Company. The Board and the N&G Committee assess the appropriate mix of skills, qualifications, and characteristics when looking for new directors and nominating current directors in conjunction with our needs as we continues to evolve.

In 2022, our Board of Directors spent a significant amount of time working to ensure that they are a strategic asset board – a board that has the critical skills, knowledge, and expertise to advise us on subjects specific to our operations and proactively contribute to our successful execution of strategic objectives. We revisited our traditional skills matrix and assessed which skills are needed most, both for today and for the upcoming three to five years.

The following skills are highlighted within the biographies of our current Board members, but are not all-inclusive of the experience and knowledge on which we rely on each individual:

•Additional Public Company Board, CEO/CFO or NEO

•Government Service Delivery

SEC Form DEF 14A filed by Maximus Inc.