Bruce Caswell
MAXIMUSAbout Bruce Caswell
Bruce L. Caswell (age 59) is Chief Executive Officer, President, and Director of Maximus (MMS). He became CEO effective April 1, 2018, after serving as President since 2014 and earlier segment leadership roles; prior to Maximus he spent nine years at IBM, most recently as Vice President for State & Local Government & Education for IBM Business Consulting Services . He holds a Master in Public Policy from Harvard Kennedy School and a B.A. in Economics from Haverford College . Under his leadership in FY2024, Maximus delivered 8.2% revenue growth to $5.31B, adjusted EPS of $6.11, adjusted EBITDA margin of 11.6%, and free cash flow of $401M; the company ended FY24 with a $54B pipeline and $2.2B new contract awards, reflecting momentum in core growth pillars (technology modernization, health, and digitally enabled services) . Pay-for-performance alignment is evident: FY2024 annual incentives paid at the 220% cap on strong operating and EPS performance, while multi-year EPS PSUs have earned at maximum (200%) for recent tranches; a 2022 relative TSR PSU paid 112% (56th percentile), indicating balanced absolute and relative performance orientation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Maximus | Chief Executive Officer; President; Director | CEO since Apr 1, 2018; President since 2014; Director since 2018 | Oversaw record FY24 financials and expanded growth pipeline, advancing “Maximus Forward” and technology modernization across segments . |
| Maximus | President, Health Services Segment | 2007–2014 | Led large-scale public health program operations, foundation for U.S. Services leadership . |
| Maximus | President of Operations | 2005–2007 | Enterprise operational leadership across programs . |
| Maximus | President, Human Services Group | 2004–2005 | Managed state-facing programs, BPO execution . |
| IBM | VP, State & Local Government & Education, IBM BCS (prior roles at IBM) | 9 years (dates not disclosed) | Led government-facing technology modernization bids and delivery; federal sales leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Northern Virginia Technology Council | Chairman of the Board | Not disclosed | Regional technology leadership and ecosystem connectivity . |
| Wolf Trap Foundation for the Performing Arts | Board of Directors | Not disclosed | Nonprofit governance experience . |
| Professional Services Council (PSC) | Board of Directors | Not disclosed | Federal contracting policy interface . |
| Greater Washington Partnership | Board of Directors | Not disclosed | Regional business coalition participation . |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base Salary | $850,000 | $900,000 (+5.9%) | Market-competitive adjustment approved by Compensation & HR Committee . |
| CEO Total Reported Compensation | $7,349,940 | $10,180,914 | SCT total; majority at-risk (about 88% variable) . |
Performance Compensation
Annual incentive (Executive Bonus Plan – EBP)
- Target bonus: 150% of base salary; FY2024 payout: 220% of target (capped) on strong operating results .
- FY2024 plan metrics, weights, results, and payouts:
| Metric | Weight | FY2024 Target | FY2024 Actual | Payout Achievement | Component Payout |
|---|---|---|---|---|---|
| Adjusted Net Operating Income | 50% | $406M | $506M | 296% | 148.0% |
| Adjusted Operating Income Margin % | 15% | 9.5% | 11.0% | 220.0% | 33.0% |
| Revenue | 20% | $5.12B | $5.31B | 143.6% | 28.7% |
| Inclusion | 7.5% | 100% of Goal | 93% of Goal | 82.98% | 6.2% |
| Employee Engagement (eNPS) | 7.5% | 22 | 33 | 220.0% | 16.5% |
| Weighted Average (Formulaic) | — | — | — | 232.4% | —; Pool capped at 220% |
- CEO payout: Target $1,350,000; Paid $2,970,000 (220%) .
Long-term incentives (PSUs; CEO receives 100% PSUs)
- FY2024 grant: 67,204 PSUs with target value $5,499,975; split 50% relative TSR (vs S&P 400 Value) and 50% adjusted EPS growth; PSU max payout raised to 200% beginning FY2024; CEO receives no RSUs, emphasizing performance linkage .
- Vesting/performance outcomes:
- 2024–2026 EPS PSUs: FY2024 tranche earned 200% (Adjusted EPS $6.32 vs targets), CEO tranche earned 22,402 of 11,201 target; vests at end of FY2026 subject to service .
- 2023–2025 EPS PSUs: FY2024 tranche earned 200%, CEO earned 23,758 for second tranche; subject to vesting through Sep 30, 2025 .
- 2022–2024 EPS PSUs: FY2024 tranche earned 200%, CEO earned 11,316; completed performance cycle .
- 2022 relative TSR PSUs: 56th percentile result; payout 112% (balanced relative performance) .
| LTI Detail (FY2024 grants) | CEO |
|---|---|
| PSUs granted (#) | 67,204 |
| Target grant-date value ($) | 5,499,975 |
| Mix | 50% EPS growth PSUs; 50% relative TSR PSUs; max 200% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 275,927 shares; less than 1% of outstanding . |
| Ownership guidelines | CEO must hold 6x base salary; as of Sep 30, 2024, all NEOs except the new CLO met guidelines (CEO compliant) . |
| Anti-hedging/pledging | Hedging and pledging prohibited under Insider Trading Policy (no pledged shares) . |
| Vested stock in FY2024 | CEO acquired 51,592 shares on vesting; value realized $4,806,311 . |
| Unvested/uneamed awards (select) | EPS and TSR PSUs from 2022 and 2023 cycles; next PSU vest dates on Sep 30, 2025 and Sep 30, 2026 (committee certification within ~2.5 months) . |
| Deferred compensation | CEO contributed $311,779 in FY2024; FY2024 plan earnings $2,032,948; aggregate balance $8,479,233 . |
Potential trading/overhang consideration: RSUs at MMS vest on Sep 30 in three equal installments and PSUs cliff-vest at period end subject to certification, concentrating potential insider liquidity windows around fiscal year-end and the subsequent certification period; anti-hedging and anti-pledging policies mitigate alignment risks .
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement | CEO employment agreement effective Apr 1, 2018; auto-renews annually unless non-renewal notice given (≥3 months prior to renewal) . |
| Base/bonus/equity targets (FY2024) | Base $900,000; target bonus 150% of base; target equity $5,500,000 . |
| Clawbacks | 2021 clawback policy (restatements, materially inaccurate performance calc, egregious conduct) plus SEC/NYSE compliant policy effective Oct 2, 2023 (mandatory restatement recoveries, 3-year lookback) . |
| Severance (no CIC) | If terminated without cause, for good reason, or non-renewal by Company: lump sum equal to greater of remaining term salary or 2x (base + lesser of target or prior-year bonus), continued equity vesting per terms, and health benefits for ≥12 months or remaining term; 12-month non-compete . |
| CIC protection | Double-trigger program; upon CIC+qualifying termination: 300% of base+bonus (higher of target or 3-year average), 36 months benefits, $50,000 for outplacement/financial planning; equity vests (to extent not vested at CIC); no excise tax gross-ups . |
Potential payouts (illustrative, as of FY2024 year-end):
- Termination without cause (no CIC): Cash-based $2,788,775; continued equity vesting value $14,182,492; total $16,971,267 pre-tax .
- CIC + termination: Cash-based $7,021,324; equity $14,182,492; total $21,203,816 pre-tax .
Board Governance and Director Service
- Director since 2018; serves as a management director. Not a member of standing committees (Audit, Nominating & Governance, Compensation & HR, Technology) per Board composition table .
- MMS maintains an independent, non-executive Chair (John J. Haley); separation of CEO and Chair roles intended to promote independence. Board affirms independence of seven non-employee directors; CEO is non-independent by definition .
- Board held 10 meetings in FY2024; all directors attended ≥75% of Board/committee meetings; executive sessions led by independent Chair .
- Dual-role implications: CEO also serves as a director but is not Chair nor a committee member, reducing concentration risk and aiding independent oversight of compensation and risk .
Compensation Structure and Governance Signals
- Mix skews to performance: approximately 88% of CEO target compensation variable and at-risk; no options or repricings; double-trigger CIC; no excise tax gross-ups; strong shareholder alignment; Say-on-Pay approval ~98.9% for prior year program .
- Peer group used for benchmarking includes government services and IT/business services comparables (e.g., Booz Allen, Leidos, SAIC, CACI, Genpact, Parsons, KBR, Tetra Tech, ICF, AMN, WEX, Gartner); targets generally around market median .
Director/Executive Perquisites and Other
- Perquisites are modest; includes annual physicals, enhanced disability, financial planning services; personal security services for CEO authorized post-FY2024 and to be reported in 2025 SCT “All Other Compensation” per SEC requirements .
- No SERP/pension accruals disclosed; deferred compensation plan available and utilized by CEO .
Investment Implications
- Pay-for-performance alignment and EPS outperformance: Multi-year PSU tranches earned at the maximum (200%) on strong adjusted EPS growth, with relative TSR paying above target for the 2022 cycle (112%), indicating management execution translating into shareholder-linked outcomes; structure keeps a heavy portion of CEO wealth tied to future multi-year performance .
- Near-term vesting calendar may create episodic insider supply: Concentration of RSU/PSU vest dates at fiscal year-end and certification window could produce periodic selling to cover taxes, though company policy bars hedging/pledging, and sales are typically governed by 10b5-1 plans; watch late Q3–Q1 windows for flow dynamics .
- Retention risk appears contained: Robust severance and CIC protections (2x without CIC; 3x with CIC), meaningful unvested equity, and ownership guidelines reduce flight risk of the CEO during strategic execution (e.g., VA MDE scaling, UK FAS launch, TSA OPTIMA program) .
- Governance quality supportive: Independent Chair, strong shareholder engagement, high Say-on-Pay support (98.9%), clear clawback frameworks, and prohibition on pledging reduce governance red flags and align incentives with long-term value creation .
Key data points to monitor for forward signals: FY2025–FY2026 EPS PSU tranche targets and attainment; relative TSR vs S&P 400 Value index; any changes to EBP weights/targets; 8-Ks on executive agreements; Form 4 activity around vesting/certification windows; and progression of large contract ramps within the $54B pipeline.
All claims sourced from Maximus 2025 DEF 14A (Jan 22, 2025) .