John Martinez
MAXIMUSAbout John Martinez
John T. Martinez is Chief Legal Officer and Corporate Secretary of Maximus, appointed in September 2023; he is 52 years old and leads the company’s global legal, contracts, compliance, and government relations functions . Prior to Maximus, he served as Vice President and General Counsel of GE Aerospace (Aug 2021–Sept 2023), and held senior leadership roles at Raytheon Intelligence & Space, the Director of National Intelligence, and the Central Intelligence Agency . Company performance in FY2024 included revenue growth of 8.2% to $5.31B, adjusted EPS of $6.11, and adjusted EBITDA margin of 11.6%, supporting strong pay‑for‑performance funding of annual incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Aerospace | Vice President & General Counsel | Aug 2021–Sept 2023 | Developed and executed legal strategy across commercial and defense; led global legal, contracts, compliance, and government relations . |
| Raytheon Intelligence & Space | Senior leadership roles | Prior 10 years (aggregate) | Senior leadership within intelligence/defense technology businesses . |
| Director of National Intelligence | Senior leadership roles | Prior 10 years (aggregate) | Government legal/strategic roles supporting national security . |
| Central Intelligence Agency | Senior leadership roles | Prior 10 years (aggregate) | Government legal/strategic roles supporting national security . |
External Roles
No public company directorships or external board roles disclosed for Martinez .
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Base Salary ($) | $600,000 | First year as NEO in 2024 . |
| Target Bonus (% of Salary) | 75% | EBP target set by Compensation & HR Committee . |
| Actual Bonus Paid ($) | $990,000 | Paid at 220% of target; pool capped at 220% . |
Perquisites and Other Compensation (FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| 401(k) company match | $13,800 | Company plan match . |
| Executive disability | $3,647 | Enhanced disability benefits . |
| Annual physical | $3,500 | Executive health screening . |
| Financial planning services | $22,256 | Company-provided services . |
| Total “All Other Compensation” | $43,203 | Sum of components above . |
Performance Compensation
Annual Incentive Funding Framework (EBP) – FY2024
| Metric | Weight | Threshold | Target | Outperform | Actual | Payout Achievement | Component Payout |
|---|---|---|---|---|---|---|---|
| Adjusted Net Operating Income | 50% | $345M | $406M | $467M | $506M | 296% | 148.0% |
| Adjusted Operating Income Margin % | 15% | 8.0% | 9.5% | 11.0% | 11.0% | 220.0% | 33.0% |
| Revenue | 20% | $4.68B | $5.12B | $5.63B | $5.31B | 143.6% | 28.7% |
| Inclusion | 7.5% | 75% of Goal | 100% of Goal | 125% of Goal | 93% of Goal | 82.98% | 6.2% |
| Employee Engagement (eNPS) | 7.5% | 17 | 22 | 27 | 33 | 220.0% (capped) | 16.5% |
| Weighted Average Payout (formulaic) | 232.4% | ||||||
| Final Executive Bonus Pool Funding | 220.0% (cap applied) |
Long-Term Incentive (LTI) Grants – FY2024 Awards to Martinez (Grant Date: 11/21/2023)
| Award Type | # Shares Granted | Target Value ($) | Vesting |
|---|---|---|---|
| PSUs (50% EPS, 50% Relative TSR) | 7,332 | $600,051 | Cliff vest after 3-year performance period; EPS PSUs measured annually and settle at end of 3 years; TSR vs S&P 400 Value index . |
| RSUs | 7,331 | $599,969 | Ratable vesting in equal thirds over 3 years . |
PSU Performance Design (FY2024 cycle)
| Metric | Weight | Targeting & Payout Curve | Notes |
|---|---|---|---|
| Relative TSR | 50% | 25th percentile=50%; 50th=100%; 90th+=200% | Comparator: S&P 400 Value index . |
| Adjusted EPS Growth | 50% | Threshold +2%, Target +5%, Stretch +7.5%, Max +8%+ → 0–200% | Three annual tranches; cliff vest end of year 3; defined adjustment items . |
Equity Ownership & Alignment
Beneficial Ownership (as of Jan 13, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| John T. Martinez | 1,969 | 0.003% (1,969 ÷ 57,124,141) |
- Stock ownership guidelines: CEO 6x salary; other NEOs 2x salary; Martinez has four years remaining to meet the guideline as of Sept 30, 2024 .
- Anti‑hedging and anti‑pledging: Company prohibits hedging and pledging of Maximus securities by directors, officers, and employees .
Outstanding Unvested Equity (as of Sept 30, 2024)
| Award | Grant/Approval Dates | Unvested Qty | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | 9/11/2023 / 5/16/2023 | 2,576 | $239,980 | One‑half vests 9/30/2025; one‑half vests 9/30/2026 . |
| RSUs | 11/20/2023 / 11/14/2023 | 4,938 | $460,024 | One‑half vests 9/30/2025; one‑half vests 9/30/2026 . |
| EPS PSUs (FY2024–2026) | 11/20/2023 / 11/14/2023 | 4,939 | $460,082 | Performance vest 9/30/2026; settlement ≤2.5 months post-vesting . |
| TSR PSUs (FY2024–2026) | 11/20/2023 / 11/14/2023 | 3,704 | $345,062 | Performance vest 9/30/2026; settlement ≤2.5 months post-vesting . |
| Valuation basis | Price: $93.16 close on 9/30/2024 |
Employment Terms
Severance Guidelines (non‑CIC termination)
| Component | Martinez Amount ($) | Notes |
|---|---|---|
| Cash severance | $1,050,001 | One times base plus lesser of target or prior year bonus; Company standard for executives (CEO has 2x) . |
| Benefits & outplacement (est.) | $117,691 | Includes 12 months benefits and $50,000 outplacement . |
| Total cash‑based | $1,167,692 | |
| Equity awards | Discretionary (generally forfeited) | Committee rarely exercises acceleration . |
Change‑in‑Control (double‑trigger) economics
| Component | Martinez Amount ($) | Notes |
|---|---|---|
| Cash severance | $2,100,000 | 200% of base and bonus (higher of target or 3‑year average); no excise tax gross‑ups . |
| Benefits & outplacement | $185,381 | 24 months benefits + $50,000 lump sum for outplacement/financial planning . |
| Equity vesting | $1,505,093 | Unvested RSUs/PSUs vest upon qualifying termination; plan is double‑trigger . |
| Total pre‑tax | $3,790,474 |
Single‑trigger vesting scenarios
| Scenario | Equity Vesting Value ($) | Notes |
|---|---|---|
| Change in control (no termination) where successor does not assume awards | $1,505,093 | Immediate vesting of unassumed awards . |
| Death or disability | $1,505,093 | Immediate vesting if employed at time of event . |
Clawback Provisions
- Discretionary clawback (Sept 13, 2021): Board may cancel/recover incentive compensation for restatements, materially inaccurate performance calculations, or egregious conduct substantially detrimental to the Company .
- Mandatory SEC/NYSE clawback (effective Oct 2, 2023): Recover incentive‑based compensation from current/former executives for three years preceding an accounting restatement .
Investment Implications
- Pay‑for‑performance alignment: EBP funding at the plan cap (220%) was driven by outsized FY2024 operating results (Adjusted NOI $506M vs $406M target; margin 11.0% vs 9.5% target; revenue $5.31B vs $5.12B target), directly increasing Martinez’s annual incentive to $990K .
- Retention and selling pressure timing: Martinez has RSUs vesting on 9/30/2025 and 9/30/2026 and PSUs scheduled to vest on 9/30/2026; these dates can concentrate potential insider selling windows, subject to policy restrictions and personal planning .
- Alignment safeguards: Strict anti‑hedging/anti‑pledging, robust clawbacks, and double‑trigger CIC design reduce governance risk and discourage misaligned risk‑taking; no excise tax gross‑ups are provided .
- Ownership ramp: Martinez’s beneficial ownership is small as a relatively new executive (1,969 shares; <1% of outstanding) with a four‑year runway to meet the 2x salary guideline; ongoing RSU/PSU vesting should increase alignment over time .