Ilene Baylinson
MAXIMUSAbout Ilene Baylinson
Ilene R. Baylinson, age 68, is General Manager of Maximus U.S. Services (since 2020), previously General Manager of U.S. Health (2015–2020); she joined Maximus in 1991, giving her 33 years of service as of FY2024 . During FY2024, Maximus delivered 8.2% revenue growth to $5.31B, adjusted EBITDA margin of 11.6%, and record adjusted diluted EPS of $6.11, with strong contract wins and pipeline—key performance outcomes for segments under her purview . Pay-for-performance alignment is robust: annual incentives tied to Adjusted NOI, margin, revenue, inclusion and engagement paid out at the 220% cap on strong results, and long-term PSUs tied to adjusted EPS growth and relative TSR against the S&P 400 Value index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maximus | General Manager, U.S. Services | 2020–present | Leads U.S. Services operations across citizen service programs; FY2024 saw higher volumes on key U.S. programs and strong growth in adjusted earnings and margin . |
| Maximus | General Manager, U.S. Health | 2015–2020 | Oversaw health program operations including Medicaid and assessments; groundwork for later revenue growth and operational resiliency . |
| Maximus | Various leadership roles | Joined 1991 | Long-tenured operator underpinning contract execution and delivery excellence . |
External Roles
No external directorships or public company board roles for Ms. Baylinson were disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 525,962 | 530,000 | 566,539 |
| Target Bonus (% of Salary) | — | 70% | 80% |
| Actual Annual Cash Incentive Paid ($) | 155,025 | 306,075 | 1,020,800 |
Notes:
- FY2024 base salary increased to $580,000 effective in FY2024 (table shows earned salary), representing a 9.4% increase vs FY2023 .
- EBP pool funding was capped at 220% despite formulaic 232.4% outcome .
Performance Compensation
| Metric | Weight | 2024 Target | 2024 Actual | Payout Achieved | 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 | 7.5% | 22 | 33 | 220.0% | 16.5% |
- Final EBP pool funding: 220.0% of target on FY2024 results .
- Ms. Baylinson’s FY2024 annual incentive paid: $1,020,800 (220% of $464,000 target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 17,012 shares; <1% of outstanding |
| Stock Ownership Guidelines | NEOs must hold 2x base salary; all NEOs met as of 9/30/2024 (Mr. Martinez still within compliance window) |
| Anti-Hedging/Pledging | Hedging and pledging prohibited by Insider Trading Policy |
| Options Outstanding | None; no options outstanding as of 9/30/2024 |
| Unvested RSUs (counts, market value) | 1,934 ($180,171) from 2022 grant; 4,938 ($460,024) from 2023 grant |
| Unearned PSUs (counts, market value) | 2,902 EPS ($270,389); 2,902 TSR ($270,389) for 2022 cycle; 4,939 EPS ($460,082); 3,704 TSR ($345,062) for 2023 cycle |
| Upcoming Vesting Milestones | 2025: EPS/TSR PSUs from 2022 cycle vest 9/30/2025; RSUs from 2022/2023 cycles ratably; 2026: EPS/TSR PSUs from 2023 cycle vest 9/30/2026 |
Performance Equity Program Details
| Feature | EPS PSUs | TSR PSUs |
|---|---|---|
| Metric & Comparator | Annual adjusted EPS growth (3 tranches), cliff vest at 3 years | Relative TSR vs S&P 400 Value index over 3 years |
| Payout Scale | 0–200% based on EPS growth thresholds (≥2% threshold; ≥8–10% max depending cycle) | 0–200% based on percentile (≥25th threshold; 50th target; ≥90th max) |
| FY2024 Vesting Outcomes | 2022–2024 EPS PSU tranche earned at 200% on 91.1% adjusted EPS growth | 2022 TSR PSU paid at 112% (56th percentile) for that 3-year period |
2024 LTI Grants (Grant date 11/21/2023)
| Award Type | Shares (#) | Target Value ($) | Vesting |
|---|---|---|---|
| PSUs (EPS/TSR split) | 7,332 | 600,051 | Cliff vest after 3-year performance period, subject to metric attainment |
| RSUs | 7,331 | 599,969 | Vest in equal annual installments over 3 years |
- CEO received 100% PSUs; other NEOs (including Baylinson) received 50% PSUs / 50% RSUs .
- No options granted in 2024 .
Employment Terms
| Provision | Economics/Terms |
|---|---|
| Severance (non–change-of-control) | Guideline: 1x base salary + lesser of target or prior-year bonus; 1 year benefits; outplacement; unvested equity generally forfeited (Committee discretion rare) |
| Change-of-Control (double-trigger) | 200% of base + bonus (higher of target or 3-year average), 24 months benefits, $50k outplacement; full vesting of outstanding equity upon qualifying termination; no excise tax gross-ups |
| Clawback | Board may cancel/recover incentive comp for restatement, materially inaccurate achievement, or egregious conduct; SEC/NYSE-compliant 3-year mandatory recovery policy |
| Non-compete (Retirement Program) | For qualifying retirees (≥55 & 10 yrs or ≥60 & 5 yrs), continued vesting over stated terms with 2-year enhanced non-compete beyond final vest date |
| Potential Payouts (as of FY2024 year-end) | Termination w/o cause: $969,228 cash-based total for Baylinson ; Change-of-control + termination: $4,190,476 total pre-tax benefit for Baylinson |
Compensation Structure Analysis
- Cash vs equity: FY2024 base increased 9.4% to stay market competitive; target bonus raised from 70% to 80% to align with market, keeping a meaningful portion at risk .
- Short-term plan metrics updated: Added Adjusted Operating Margin % and Revenue; removed New Contract Awards, emphasizing revenue growth and operational excellence .
- PSU design enhancement: TSR PSU max raised to 200% to align with market practice .
- Mix: For NEOs, 50% RSU / 50% PSU; options not used (lower-risk equity mix vs options) .
Compensation Peer Group (Benchmarking)
| Peer Companies (FY2024) |
|---|
| AMN Healthcare Services; Booz Allen Hamilton; CACI; Conduent; Gartner; Genpact; ICF; KBR; Leidos; Parsons; SAIC; Tetra Tech; WEX |
- Program targets approximate market median; market data is a reference, not a binding determinant .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~98.9% in 2024 for 2023 practices, indicating strong investor approval .
- Ongoing engagement: Board engages top investors on strategy, compensation, governance; disclosures enhanced based on feedback .
Related Party Transactions
- Two brothers of Ms. Baylinson are long-time Maximus employees; FY2024 total compensation approximately $255,000 and $218,000, respectively; company states compensation is consistent with peers at similar levels .
- Audit Committee oversees and approves related person transactions; regular surveys and controls applied .
Equity Ownership & Pledging/Hedging
- Ownership guidelines: 2x salary for NEOs; Baylinson in compliance as of 9/30/2024 .
- Hedging and pledging of Maximus stock are prohibited under the Insider Trading Policy—reducing misalignment risks .
Track Record & Execution Risk
- FY2024 outcomes (Rev $5.31B; adj EBITDA margin 11.6%; record adjusted EPS) support strong operating execution within U.S. segments; EBP metrics achieved at max/above target for NOI, margin, engagement, with revenue above target .
- Long-term value creation reinforced by 200% EPS PSU vesting outcomes across cycles; TSR PSU tied to S&P 400 Value index supports external performance alignment .
Investment Implications
- Pay-for-performance alignment is strong: annual incentives linked to profitability, margin, and revenue; long-term PSUs tied to adjusted EPS growth and relative TSR, with 2024 outcomes at cap, signaling robust near-term execution .
- Retention risk appears contained: long tenure (33 years), compliance with ownership guidelines, and retirement program enabling continued vesting subject to a 2-year non-compete may reduce abrupt departure risk while maintaining alignment .
- Insider selling pressure likely centered on scheduled RSU/PSU vesting dates (Sep 2025 and Sep 2026); hedging/pledging bans and ownership requirements mitigate misalignment; monitor Form 4s around these windows for liquidity events (policy allows vesting; sales not disclosed here) .
- Governance watch: minor related-party employment ties disclosed; no excise tax gross-ups; double-trigger CoC with 2x cash for NEOs is market-standard, limiting payout inflation risk .