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David Mutryn

Chief Financial Officer and Treasurer at MAXIMUSMAXIMUS
Executive

About David Mutryn

David W. Mutryn is Chief Financial Officer and Treasurer of Maximus (MMS), age 43 as of the 2025 proxy, serving as CFO since 2021 after joining Maximus in 2016 as Corporate Controller and becoming SVP Finance in 2020; prior roles include VP Finance at CSRA and finance leadership at SRA International . Education and credentials disclosed: MBA (Wharton), B.S. (UVA McIntire), Certified Public Accountant . During his tenure, Maximus delivered FY2024 revenue growth of 8.2% to $5.31B, record adjusted EPS of $6.11, and adjusted EBITDA margin of 11.6%—with free cash flow of $401M—under performance programs that align pay with adjusted NOI, margin, revenue, EPS growth, and relative TSR .

Past Roles

OrganizationRoleYearsStrategic Impact
MaximusCorporate Controller2016–2020Built internal controls and reporting foundation during growth and portfolio reshaping
MaximusSVP Finance2020–2021Drove finance transformation ahead of CFO transition
MaximusChief Financial Officer & Treasurer2021–presentLed margin improvement, deleveraging, ERM upgrades; supported pipeline and earnings record
CSRA, Inc.Vice President of FinanceNot disclosedFederal contractor finance leadership; relevant to MMS federal growth
SRA International, Inc.Finance leadership rolesNot disclosedBroadened public sector finance and operations experience

External Roles

OrganizationRoleYearsStrategic Impact
None disclosedNo public company board or committee roles disclosed for Mutryn; focus on MMS finance

Fixed Compensation

MetricFY2022FY2023FY2024
Base Salary ($)$475,000 $580,000 $630,000
Target Bonus (% of Salary)65% 70% 100%
Actual Annual Bonus Paid ($)$222,300 $294,350 $1,386,000

Notes: FY2023 pool was adjusted to 73% of target by the Compensation Committee; FY2024 paid at the plan cap of 220% with no discretionary uplift .

Performance Compensation

Annual EBP (Executive Bonus Plan) – FY2024 Funding and Results

MetricWeightThresholdTargetOutperformActualPayout AchievementComponent Payout
Adjusted Net Operating Income ($M)50% $345 $406 $467 $506 296% 148.0%
Adjusted Operating Margin (%)15% 8.0 9.5 11.0 11.0 220% 33.0%
Revenue ($B)20% 4.68 5.12 5.63 5.31 143.6% 28.7%
Inclusion (goal attainment)7.5% 75% 100% 125% 93% 82.98% 6.2%
Employee Engagement (eNPS)7.5% 17 22 27 33 220% (capped) 16.5%
Weighted Average (Pre-Cap)232.4%
Final Pool Funding220.0%

FY2024 EBP metrics newly emphasized margin and revenue; removed New Contract Awards to tighten line-of-sight performance .

Long-Term Incentive (LTI) Grants

MetricFY2022FY2023FY2024
PSUs Granted (#)4,612 9,922 9,164
PSU Target Value ($)$374,956 $696,028 $749,982
RSUs Granted (#)4,613 6,614 9,164
RSU Target Value ($)$375,037 $463,972 $749,982
Plan Design (NQ)50% PSUs / 50% RSUs, EPS & TSR PSUs; RSUs vest ratably over 3 yrs 50% PSUs / 50% RSUs; TSR PSUs comparator S&P 400 Value 50% PSUs / 50% RSUs; TSR PSUs max raised to 200%

PSU Vesting Achievements (EPS Tranches & TSR)

CycleTranche YearTarget EPS vs ActualEarned (% of Target)Mutryn Earned PSUs (#)
FY2022–2024 EPS PSUsFY2024Target $2.85 vs Actual $5.18 200% 1,538
FY2023–2025 EPS PSUsFY2024 (2nd tranche)Target growth 2–10%; Actual 62.5% growth 200% 3,308
FY2024–2026 EPS PSUsFY2024 (1st tranche)Target EPS $5.10; Actual $6.32 200% 3,054
FY2021–2023 EPS PSUsFY2023 (3rd tranche)Target $3.26; Actual $2.57 → 0% 0% N/A (Mutryn not NEO 2021)
FY2022 Relative TSR PSUs3-year periodMMS 56th percentile → 112% payout 112% Company-wide PSU plan metric

Equity Ownership & Alignment

  • Beneficial ownership: 9,612 shares; <1% of outstanding shares .
  • Stock ownership guidelines: CFO must hold 2x base salary (includes unvested time-based RSUs; excludes unvested PSUs); as of Sept 30, 2024 all NEOs met guidelines except the new CLO; hedging and pledging are prohibited by Insider Trading Policy .
  • Clawback policies: 2021 board-adopted policy covers restatement, materially inaccurate performance calculations, and egregious detrimental conduct; compliant SEC/NYSE recoupment policy implemented Oct 2, 2023 covering 3-year lookback on restatements .

Outstanding and unvested awards (Sept 30, 2024):

Award TypeUnvested Units (#)Market Value ($)Vesting Timing
RSUs (2023 grant)6,172 $574,984 50% on Sept 30, 2025; 50% on Sept 30, 2026
EPS PSUs (2023–2026)6,172 $575,009 Performance period ends Sept 30, 2026; settle within ~2.5 months
TSR PSUs (2023–2026)4,629 $431,280 Performance period ends Sept 30, 2026; settle within ~2.5 months
RSUs (2022 grant)2,258 $210,355 Vests Sept 30, 2025
EPS PSUs (2022–2025)5,084 $473,587 Performance ends Sept 30, 2025; settle within ~2.5 months
TSR PSUs (2022–2025)5,083 $473,491 Performance ends Sept 30, 2025; settle within ~2.5 months

No stock options outstanding for NEOs as of FY2024; LTI uses RSUs and PSUs .

Employment Terms

  • Employment agreement: Proxies disclose a CEO employment agreement; other NEOs (including Mutryn) are governed by standard severance guidelines (no individual employment agreement disclosed for Mutryn) .
  • Severance (non–change-in-control): One times base salary plus the lesser of target bonus or prior-year actual; one year of executive-level outplacement; one-year benefits continuation; unvested equity is generally forfeited (committee retains rare discretion) .
  • Change-in-control (double trigger required): Lump-sum cash equal to 200% of base salary and bonus (higher of target or 3-year average); full vesting of unvested options/RSUs/PSUs; 24 months of benefits; $50,000 lump sum for outplacement/financial planning; no excise tax gross-ups .
  • Retirement equity program: Continued vesting available upon qualifying retirement with non-compete extension; Mutryn not eligible as of Sept 30, 2024 .

Performance & Track Record

  • CFO impact (FY2023 remarks): Led margin improvement initiatives, reshaped Outside the U.S. portfolio, managed cash and working capital to delever, and strengthened ERM and engagement in Finance .
  • Company outcomes (FY2024): Revenue $5.31B (+8.2%), adjusted EPS $6.11 (record), adjusted EBITDA margin 11.6%, free cash flow $401M; strong pipeline and awards positioning .
  • Compensation alignment: FY2024 EBP capped at 220% despite formulaic 232.4% result; LTI design balances EPS growth tranches and relative TSR with three-year cliff vest .

Compensation Committee & Peer Benchmarking

  • Committee: Compensation & Human Resources Committee chaired by John J. Haley; independent consultant FW Cook retained; regular program review and risk assessment .
  • Peer group: FY2024 program benchmarked to AMN Healthcare, Booz Allen, CACI, Conduent, Gartner, Genpact, ICF, KBR, Leidos, Parsons, SAIC, Tetra Tech, WEX ; FY2025 peer group maintained with comparable firms .
  • Say-on-Pay approvals: 98.9% support at 2024 annual meeting for prior-year practices; 95.4% in 2023; 97.5% in 2022—indicative of broad shareholder support .

Risk Indicators & Red Flags

  • Hedging/pledging: Prohibited for directors, officers, employees (aligns with shareholder-friendly governance) .
  • Tax gross-ups: No excise tax gross-ups in change-in-control program .
  • Discretionary bonuses: FY2023 EBP pool upwardly adjusted by 14% to 73% of target (reflecting investment impacts and line-of-sight fairness); FY2024 paid at plan cap without discretionary uplift .
  • Option repricing: Not permitted without shareholder approval .
  • Clawbacks: Robust board and SEC/NYSE-compliant policies in place .

Investment Implications

  • Alignment: Mutryn’s pay mix is heavily at-risk and tied to adjusted NOI, margins, revenue, EPS growth, and relative TSR; EPS tranches have paid out at 200% in FY2024, reinforcing strong earnings momentum .
  • Retention risk: Material unvested RSUs and PSUs with multi-year schedules and double-trigger CIC protection lower near-term departure risk; absence of hedging/pledging and ownership guideline compliance further align incentives .
  • Governance quality: High say-on-pay support, independent oversight, no tax gross-ups, and clawback frameworks indicate investor-friendly practices; watch for continued use of committee discretion in annual bonus funding during transitionary periods .