Gayathri Rajan
MAXIMUSAbout Gayathri Rajan
Independent director of Maximus (MMS) since 2016; age 57. Senior technology/product leader with deep expertise in data/AI, payments platforms, and large-scale product management. Education: MBA (Stanford), MSc Computer Science (University of Pennsylvania), BA/MEng Chemical Engineering (Cambridge). Current role: SVP, Data & AI Products at Adyen; prior: Chief Product Officer at DriveWealth; 16+ years at Google as Product VP/GM for Google Maps Platform, and roles in Payments, Android, and Ads . She is affirmatively determined independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Product VP & GM, Google Maps Platform | 2016–2022 | Managed enterprise P&L; led product development; contributed to programmatic M&A diligence . | |
| DriveWealth | Chief Product Officer | Not disclosed | Led product strategy and go-to-market; fintech product leadership . |
| Air Products & Chemicals; The Vanguard Group; Unilever | Engineering/Product Management roles | Not disclosed | Early engineering/product roles; foundation in large-scale product delivery . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adyen | Senior Vice President, Data & AI Products | Current | Oversees data/AI product and GTM for global payments platform . |
| Shape Therapeutics, Inc. | Board Member | Current | Private biotech board service . |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee; Member, Technology Committee (Risk oversight of cybersecurity and AI; technology investments) .
- Independence: Board determined she is independent under NYSE rules .
- Attendance: Board held 10 meetings in FY2024; all directors attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Tenure: Director since 2016 .
- Board structure context: Independent non-executive Chair (John J. Haley); executive sessions at each regularly scheduled meeting .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $150,000 | Standard director cash retainer; no chair fees for Rajan . |
| Stock Awards (RSUs, grant-date fair value) | $150,000 | Annual RSU grant; RSUs vest after one year; directors may elect deferral . |
| Total | $300,000 | Sum of cash and equity . |
| RSUs Held (as of 9/30/2024) | 1,778 | Outstanding RSUs . |
| Director Equity Ownership Guideline | ≥5x annual cash retainer | All directors met requirement FY2024 . |
Program features:
- Annual retainer of $300,000 payable in RSUs or cash, with a minimum $150,000 in RSUs unless holding >7x annual retainer in company equity .
- No additional compensation for employees serving as directors; medical/dental participation allowed at full cost to director .
Performance Compensation
- Directors do not receive performance-based bonuses, options, or PSU-linked metrics; annual equity grants are time-vested RSUs (one-year vesting) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Shape Therapeutics, Inc. | Private | Board Member | No Maximus related-party transactions disclosed involving Rajan . |
| Public company boards | — | — | No other public company directorships disclosed for Rajan in proxy . |
Expertise & Qualifications
- Technology modernization; secure, scalable financial platforms; consumer-centric product innovation .
- Cybersecurity & data privacy fluency via product development and oversight in payments and platform businesses .
- AI oversight: Technology Committee covers AI governance (human oversight, ethical design, iterative development) and cybersecurity risks .
Equity Ownership
- RSUs outstanding: 1,778 (as of 9/30/2024) .
- Ownership policy: Directors must hold ≥5x annual cash retainer; all directors met guideline FY2024 .
- Anti-hedging and anti-pledging: Directors, officers, employees prohibited from hedging or pledging Maximus securities .
- Insider Trading Policy: Adopted and filed with 2024 10‑K (Exhibit 19.1) .
Governance Assessment
- Board effectiveness: Rajan’s dual committee roles (N&G and Technology) align with Maximus’s strategic focus on technology modernization and robust governance/ESG oversight; Technology Committee explicitly oversees cybersecurity and AI use, a critical risk area for government contractors .
- Independence and alignment: Affirmed independent; complies with stringent ownership guidelines; compensation mix balanced (50% cash, 50% equity) supporting alignment without excessive risk-taking; anti-hedge/pledge policy strengthens alignment .
- Engagement and attendance: Board-level attendance thresholds met; annual meeting attendance confirmed; committee meeting cadence (Audit 5; N&G 4; Technology 5 in FY2024) supports active oversight; specific individual attendance beyond the 75% minimum not disclosed .
- Conflicts/related-party exposure: No related party transactions disclosed involving Rajan; external roles (Adyen, DriveWealth) are not noted as counterparties to Maximus; continued monitoring is prudent given fintech relationships, but no issues are disclosed .
- Shareholder signals: Strong say‑on‑pay support (98.9% in 2024) indicates investor confidence in governance and pay practices generally; independent comp consultant (FW Cook) assesses director pay competitiveness .
RED FLAGS
- None disclosed: No hedging/pledging; no excise tax gross‑ups; no related party transactions; acceptable attendance levels .