John Haley
MAXIMUSAbout John J. Haley
John J. Haley, 75, is the independent, non-executive Chair of the Board at Maximus (MMS), serving as Chair since 2021 and as a director since 2020 with prior board tenure from 2002–2019. He is the former CEO of Willis Towers Watson (2016–2021), previously CEO & Chair of Towers Watson (2010–2016) and President & CEO of Watson Wyatt Worldwide (1999–2010); he is a Fellow of the Society of Actuaries and co-author of Fundamentals of Private Pensions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willis Towers Watson | Chief Executive Officer | 2016–2021 | Oversaw ~$10B P&L; led major M&A; deep HR/compensation expertise |
| Towers Watson & Co. | CEO & Chair | 2010–2016 | Led post-merger enterprise; governance and compensation oversight |
| Watson Wyatt Worldwide, Inc. | President & CEO | 1999–2010 | Built global HR/benefits consulting platform |
| Maximus | Director (prior tenure) | 2002–2019 | Board service prior to rejoining in 2020 |
| Hudson Highland (public co.) | Chairman of the Board | Prior role (dates not disclosed) | Public company board leadership experience |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Willis Towers Watson | Director | Service ended 2021 (no current public company directorships disclosed in MMS proxy) |
Board Governance
- Roles: Independent, non-executive Chair; Chair of the Compensation & Human Resources Committee; member of Nominating & Governance and Technology Committees.
- Independence: Board determined Haley is independent under NYSE rules.
- Attendance & engagement: Board held 10 meetings in FY2024; all directors attended ≥75% of board and applicable committee meetings; Haley presides over executive sessions of independent directors.
- Shareholder engagement: As independent Chair, Haley (with the N&G Chair/Vice Chair) represents the company in investor meetings and leads consideration of investor input.
- Risk oversight: Board oversight supported by committees; Technology Committee oversees strategic IT, cybersecurity, and AI governance—areas in which Haley participates as a committee member.
- Board evaluation: Annual self-evaluations (external review every five years; last in FY2022) drove FY2024 enhancements to committee assignments, board focus, and materials.
Fixed Compensation
| FY2024 Director Compensation (Haley) | Amount | Notes |
|---|---|---|
| Annual retainer (electable in RSUs/cash; min $150k RSUs unless >7x guideline) | $300,000 | Program design |
| Board Chair retainer | $180,000 | Increased in FY2024 (from $150k → $180k) |
| Compensation & HR Committee Chair retainer | $20,000 | Increased in FY2024 (from $18k → $20k) |
| Form of payment elected (FY2024) | $500,000 stock awards; $0 cash | Director comp table shows Haley took equity; total matches above retainers |
| RSU grant date and vesting | March 12, 2024; one-year vesting; deferral election available | Proxy footnote and program design |
| FY-end RSU/deferred share holdings (as of 9/30/2024) | 5,925 RSUs; 16,582 deferred shares | Reflects director balances at FY-end |
Performance Compensation
- Not applicable. Non-employee director pay at MMS uses time-based RSUs and retainers; no performance metrics apply to director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in MMS 2025 Proxy for Haley (prior: Willis Towers Watson director until 2021) |
| Committee interlocks | None. MMS Compensation & HR Committee (Haley, Chair) reported no interlocks or insider participation issues in FY2024. |
Expertise & Qualifications
- CEO/Board leadership: Former CEO and Chair across WTW/Towers Watson/Watson Wyatt; public company chair experience.
- Financial acumen & M&A: Oversaw ~$10B P&L and multiple strategic acquisitions; SEC certification experience.
- Human capital/compensation: Deep expertise in workforce management, benefits, and executive compensation—relevant to CHR chair role.
- ESG & climate: Contributor to World Economic Forum on climate-resilient infrastructure; spearheaded Coalition for Climate Resilient Investment.
- Education/credentials: A.B., Rutgers University; Fellow of the Society of Actuaries; co-author of Fundamentals of Private Pensions.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (Jan 13, 2025) | 130,544 shares; <1% of outstanding |
| Included in beneficial ownership | 22,598 deferred/unvested RSUs that vest within 60 days or could vest upon termination scenarios as described |
| FY2024 RSU/deferred balances (Sept 30, 2024) | 5,925 RSUs; 16,582 deferred shares |
| Director ownership guideline | ≥5x annual cash retainer; all directors met as of FY2024 year-end |
| Hedging/pledging | Prohibited for directors and executives under Insider Trading Policy |
Governance Assessment
- Positive indicators:
- Independent Chair leading executive sessions; broad investor engagement; robust committee coverage (CHR Chair; N&G; Technology).
- Board independence affirmed; strong attendance; no related-party transactions disclosed for Haley.
- Director pay tilted to equity (100% in FY2024), plus stringent ownership guidelines with full compliance; hedging/pledging prohibited—alignment with shareholders.
- Say-on-Pay support of ~98.9% in 2024; independent compensation consultant (FW Cook) with no conflicts—supports governance credibility of CHR chaired by Haley.
- Potential red flags (with mitigants):
- Role concentration: Haley serves as both independent Board Chair and CHR Committee Chair, which some investors may view as concentrated influence over compensation oversight; mitigated by full committee independence, outside consultant independence, and strong Say-on-Pay support.
- Board refresh/tenure: Haley’s long historical association with the board (2002–2019; 2020–present) warrants continued refresh focus; the board reports ongoing refresh/evaluation and skills alignment enhancements in FY2024.
- Other observations:
- Technology & AI oversight via Technology Committee (of which Haley is a member) suggests proactive risk governance on cybersecurity and AI ethics, a growing investor focus area.
Appendix: Director Compensation Detail (Program)
- FY2024 changes raised Board Chair retainer to $180k and CHR Chair retainer to $20k; director annual retainer set at $300k (minimum $150k in RSUs unless holding >7x retainer); RSUs vest after one year; directors may defer receipt; all directors met ownership requirement as of FY2024 year-end.