MAXIMUS INC (MMS)
Sector: Industrials
2026 Annual Meeting Analysis
MAXIMUS INC · Meeting: March 10, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors Nominated by the Board of Directors to Serve Until the 2027 Annual Meeting of Shareholders
Director since 2016 with strong relevant experience in government IT and public sector; TSR performance vs. peers does not trigger a No vote (MMS 3-year TSR of -4.5% outperforms the peer group median of -15.0% by +10.5pp, well below the 20pp underperformance threshold applicable to negative absolute TSR); no overboarding, attendance, or independence issues identified.
CEO and director since 2018; the TSR trigger does not apply because MMS 3-year TSR outperforms the disclosed peer group median by +10.5pp; as an executive director he is subject to the same TSR screen, which he passes; no other disqualifying flags identified.
Independent board chair since 2021, director since 2020; TSR performance vs. peers does not trigger a No vote; brings extensive CEO, compensation, and governance expertise from Willis Towers Watson; no overboarding, attendance, or independence issues identified.
Director since 2020, serves as Audit Committee chair; certified public accountant with prior CFO experience satisfying financial expertise requirements; TSR trigger does not apply; no overboarding, attendance, or independence issues identified.
Director since 2006 and former Maximus CEO with deep institutional knowledge; TSR trigger does not apply (peer outperformance of +10.5pp); no overboarding, attendance, or independence issues identified.
Director since 2016 with strong technology and product expertise relevant to Maximus's AI and digital strategy; TSR trigger does not apply; no overboarding, attendance, or independence issues identified.
Director since 2004 with deep historical knowledge of Maximus operations and financial expertise; TSR trigger does not apply; all directors met the 75% attendance threshold in fiscal 2025; no other disqualifying flags identified.
Director since 2019 with government, financial services, and strategic advisory experience; serves on Audit Committee and qualifies as an audit committee financial expert; TSR trigger does not apply; no overboarding, attendance, or independence issues identified.
All eight director nominees receive a FOR recommendation. The company's 3-year total shareholder return of -4.5% actually outperforms the disclosed compensation peer group median of -15.0% by +10.5 percentage points, which is well within the 20-percentage-point tolerance threshold applicable when absolute TSR is negative — so the TSR underperformance trigger does not fire for any director. All directors attended at least 75% of meetings in fiscal 2025, the board maintains a clear skills matrix, audit committee members hold recognized financial credentials, and no independence, overboarding, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
Bruce L. Caswell
Total Comp
$11,210,668
Prior Support
98.4%%
CEO total compensation of approximately $11.2 million is within a reasonable range for a CEO of a $4 billion market-cap Industrials company, and the pay mix is strongly performance-oriented — the CEO voluntarily elected to receive 100% of his equity pay in performance stock awards with no time-based restricted stock, meaning every equity dollar he earns depends on hitting pre-set earnings growth and relative shareholder return targets. On the pay-for-performance alignment check, Maximus's 3-year total shareholder return of -4.5% actually beats the disclosed peer group median of -15.0% by +10.5 percentage points, so above-target incentive payouts are justified by relative outperformance rather than windfall gains. The company has a meaningful clawback policy compliant with SEC/NYSE rules, received 98.4% shareholder support on last year's Say on Pay vote, and there are no prior-year response failures or dilution concerns to flag.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$2,894,000
Non-Audit Fees
$68,000
KPMG was only engaged in November 2024 following a competitive selection process that replaced Ernst & Young, so tenure is approximately one year — far below the 25-year threshold that would raise independence concerns. Non-audit fees (audit-related fees of $45,000 plus tax fees of $23,000 = $68,000) represent approximately 2.3% of audit fees of $2,894,000, well below the 50% threshold. KPMG is a Big 4 firm fully appropriate for a $4 billion market-cap company, and no material financial restatements were disclosed.
Overall Assessment
The 2026 Maximus annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory Say on Pay vote — with no stockholder proposals present. All three proposals receive a FOR recommendation: the director slate passes all policy screens including a TSR test that MMS actually clears by outperforming its peer group, KPMG is a newly engaged Big 4 auditor with negligible non-audit fees, and the CEO compensation program is heavily performance-weighted and well-aligned with relative shareholder return outcomes.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing