Jan Madsen
MAXIMUSAbout Jan D. Madsen
Independent director since 2020; age 61. Certified Public Accountant with senior finance and operations leadership across public companies, including CFO of West Corporation (Intrado), segment CFO and Six Sigma SVP at First Data; currently Executive Vice President at Creighton University overseeing finance, IT, ERM, HR, audit and operations; NACD cyber-risk oversight certified. Serves as Audit Committee Chair and member of the Technology Committee at Maximus (MMS) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Corporation (Intrado) | Chief Financial Officer | 2014–2018 | Led global finance, internal audit, public reporting, treasury; managed >$4B debt; led secondary equity offering, debt/tax restructuring; sale to Apollo (take-private) . |
| First Data Corporation | Segment CFO; SVP, Six Sigma Quality | Prior to 2014 | Product innovation, software development; built and led Six Sigma program for 5 years . |
| International Public Accounting Firm | Manager | Earlier career | Foundation in audit/accounting; CPA . |
External Roles
| Organization | Role | Tenure | Scope/Impact |
|---|---|---|---|
| Creighton University | Executive Vice President | Current | Oversees finance, IT, ERM, HR, communications/marketing, facilities, IA, continuous improvement; ESG involvement with Sustainability Committee and endowment managers . |
Board Governance
- Independence: Board determined Madsen is independent under NYSE rules .
- Committees:
- Audit Committee Chair; members are independent and financially literate; Madsen qualifies as an audit committee financial expert; FY2024 meetings: 5 .
- Technology Committee member; FY2024 meetings: 5 .
- Attendance: Board held 10 meetings in FY2024; all directors attended ≥75% of aggregate Board and applicable committee meetings; all directors attended 2024 annual meeting .
- Board tenure: Director since 2020 .
- Shareholder support: At 2025 annual meeting, Madsen received 49,481,918 votes For vs 117,376 Against (high support); Say-on-Pay support 48,510,986 For vs 773,881 Against .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director . |
| Committee roles | Audit (Chair); Technology (member) . |
| Attendance | ≥75% of Board/committee meetings; Board met 10 times in FY2024 . |
| 2025 shareholder vote (director) | For: 49,481,918; Against: 117,376; Abstain: 19,889; Broker non-votes: 1,662,989 . |
| Say-on-Pay 2025 | For: 48,510,986; Against: 773,881; Abstain: 334,316; Broker non-votes: 1,662,989 . |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual director retainer | $300,000 | Payable in RSUs or cash; minimum $150,000 in RSUs unless director holds >7× retainer in company equity . |
| Audit Committee Chair retainer | $30,000 | Increased in 2024 from $25,000 to $30,000 . |
| Total FY2024 director pay (Madsen) | $330,000 | Cash fees: $75,000; Stock awards: $255,000 (RSUs) . |
| Total FY2023 director pay (Madsen) | $300,000 | Cash fees: $75,000; Stock awards: $225,000 (RSUs) . |
| Medical/dental participation | Available at full self-paid premiums; noted participation by other directors; no free perqs . | |
| Director equity ownership guideline | ≥5× annual cash retainer; all directors met as of FY2024 year-end . |
Performance Compensation
- Non-employee director equity is time-based RSUs; no performance metrics (no options/PSUs for directors). RSU grants vest after one year; directors may elect deferral of RSU share receipt until termination from the Board .
| Equity Grant (Director) | Grant Date | Units | Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| RSU/Deferred units (2025 cycle) | 2025-03-11 | 3,281 | Included in $255,000 total stock awards for FY2024 (aggregate table; per-director units disclosed via Form 4) | One-year vest; elective deferral possible | Form 4 URL: https://www.sec.gov/Archives/edgar/data/1032220/000095017025039053/0000950170-25-039053-index.htm |
| RSU/Deferred units (2024 cycle) | 2024-03-12 | 2,648; 3,001 | Included in $225,000 total stock awards for FY2023 (aggregate table; per-director units disclosed via Form 4) | One-year vest; elective deferral possible | Form 4 URLs: https://www.sec.gov/Archives/edgar/data/1032220/000103222024000043/0001032220-24-000043-index.htm; https://www.sec.gov/Archives/edgar/data/1032220/000103222024000046/0001032220-24-000046-index.htm |
Note: Director equity grants are not tied to performance metrics; they are time-vested RSUs. No options/PSUs are granted to directors .
Other Directorships & Interlocks
| Organization | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company boards disclosed for Madsen; primary external role is EVP at Creighton University . |
Expertise & Qualifications
- Financial acumen: CPA; senior public company finance roles (CFO West; First Data) .
- M&A: Led take-private transactions (West $5B in 2017; First Data $29B in 2007) and $335M acquisition of Nasdaq digital media in 2018 .
- Technology/Operations: Product development, innovation, software development at First Data; technology-enabled services at West (911 support, safety/security) .
- Cybersecurity & data privacy: NACD Cyber-Risk Oversight certification .
- ESG involvement: University sustainability committee and endowment ESG ratings work; inclusion initiatives .
Equity Ownership
| Measure | Amount | Date/Context |
|---|---|---|
| Beneficial ownership (proxy table) | 14,143 shares; <1% of outstanding | As of Jan 13, 2025; MMS shares outstanding 57,124,141; group holdings footnote notes deferred/unvested RSUs counts for directors (Madsen: 17,176 potentially vestable within 60 days under certain conditions) . |
| RSUs and deferred shares (holdings) | 3,021 RSUs; 14,086 deferred shares | As of Sep 30, 2024 (director compensation footnotes) . |
| Latest Form 4 ownership | 18,206 shares | Post-transaction ownership as of 2025-08-31 . |
| Ownership % (latest) | ~0.032% | 18,206 / 57,124,141 (based on proxy outstanding shares) . |
| Hedging/pledging | Prohibited by company policy | Company insider trading policy bans hedging and pledging for directors/officers/employees . |
| Guideline compliance | Met 5× retainer guideline | All directors met the ownership requirement as of FY2024 year-end . |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Quantity | Post-transaction Owned | SEC Filing |
|---|---|---|---|---|---|
| 2025-09-03 | 2025-08-31 | Award (A) | 49.475 | 18,206.463 | https://www.sec.gov/Archives/edgar/data/1032220/000095017025112942/0000950170-25-112942-index.htm |
| 2025-06-03 | 2025-05-31 | Award (A) | 59.743 | 18,156.988 | https://www.sec.gov/Archives/edgar/data/1032220/000095017025081338/0000950170-25-081338-index.htm |
| 2025-03-19 | 2025-03-18 | Sale (S) | 2,439 | 18,097.245 | https://www.sec.gov/Archives/edgar/data/1032220/000095017025042136/0000950170-25-042136-index.htm |
| 2025-03-13 | 2025-03-11 | Award (A) | 3,281 | 20,536.245 | https://www.sec.gov/Archives/edgar/data/1032220/000095017025039053/0000950170-25-039053-index.htm |
| 2024-12-03 | 2024-11-29 | Award (A) | 68.889 | 17,176.223 | https://www.sec.gov/Archives/edgar/data/1032220/000095017024133015/0000950170-24-133015-index.htm |
Pattern: Regular small “A-Award” transactions reflect dividend reinvestment/DSU accruals; annual RSU grants appear each March aligned with director equity cycles; one sale reported in March 2025 .
Governance Assessment
- Board effectiveness: As Audit Chair and audit committee financial expert, Madsen anchors financial reporting oversight and internal controls review; Technology Committee role adds oversight of cybersecurity/AI governance . Strong shareholder support in elections indicates confidence in board composition .
- Independence and engagement: Independent status; consistent attendance; board conducts annual self-evaluations, director education on ERM, AI, cybersecurity; executive sessions led by independent Chair .
- Compensation alignment: Director pay structure is market-aligned, with majority in equity (time-vested RSUs) and modest committee chair cash retainer; enhancements (e.g., Audit Chair retainer to $30k) reviewed by independent consultant FW Cook; ownership guideline at 5× retainer and met by all directors supports skin-in-the-game .
- Conflicts/related parties: No related-party transactions disclosed for Madsen; related-person matters in proxy reference other executives; no red flags on loans, pledging, or hedging for directors given policy bans .
- Signals: One reported share sale in March 2025 amid annual grant cycles, with ongoing incremental awards—typical for RSU settlement/tax-related activity; overall ownership remains modest but compliant with guidelines .