Michael Warren
MAXIMUSAbout Michael J. Warren
Independent director of Maximus, Inc. since 2019; age 57; Rhodes Scholar with BA degrees from Yale University and Balliol College, University of Oxford. He serves on Audit, Compensation & Human Resources, and Technology Committees and is designated an Audit Committee Financial Expert by the Board, signaling strong financial oversight capabilities and governance expertise . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albright Stonebridge Group (ASG), Dentons Global Advisors | Managing Director, Global Innovation & Growth Group | Current | Advises on international growth strategies and stakeholder management; governance restructuring initiatives |
| Albright Stonebridge Group | Managing Principal | 2013–2017 | Led strategic acquisitions as part of firm growth strategy |
| Albright Stonebridge Group | Principal | 2009–2013 | Advised clients on M&A, geopolitical risks |
| Stonebridge International | Chief Operating Officer & Chief Financial Officer | 2004–2009 | Managed operations, business development, finance and personnel |
| Obama Administration | Senior Advisor, Presidential Personnel Office; Co-lead for Treasury & Federal Reserve agency review teams (Transition) | Circa 2008–2009 | Public sector experience, policy transition oversight |
External Roles
| Organization | Role |
|---|---|
| Yale University | Board of Trustees; Member, Yale Corporation Investment Committee; Chair of Audit Committee (referenced) |
| District of Columbia Retirement Board | Board of Trustees; Chair of Investments Committee (16 years) |
| Commonfund | Board of Trustees; Member of Risk and Audit Committees |
| OPIC (Overseas Private Investment Corporation) | Board of Directors; Chair, Audit Committee (historical) |
| Walker & Dunlop, Inc. | Director |
| Ripple Labs | Director |
| Brookfield Business Partners | Director |
Board Governance
- Committee assignments and expertise: Member, Audit (5 meetings FY2024), Compensation & Human Resources (6), Technology (5); designated Audit Committee Financial Expert by SEC criteria, reflecting advanced financial literacy .
- Independence and attendance: Determined independent by the Board; the Board met 10 times in FY2024, and all directors attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and Board leadership: Independent, non-executive Chair (John J. Haley) presides over executive sessions at each regularly scheduled Board meeting .
- Risk oversight and technology/AI governance: Audit oversees financial controls and liquidity; Compensation oversees compensation/succession; N&G oversees governance and ESG; Technology Committee oversees cybersecurity and AI governance (human oversight, ethical design, iterative development) .
- Shareholder engagement: Directors participate in investor outreach; compensation program received ~98.9% Say-on-Pay support in 2024 (context for governance quality) .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 150,000 | 150,000 | 300,000 | Annual director compensation program includes $300,000 retainer payable in RSUs or cash; minimum $150,000 in RSUs unless equity exceeds 7x retainer; RSUs vest after one year; deferral available |
Performance Compensation
- Non-employee directors do not receive performance-based equity (no PSUs or options disclosed for directors); director awards are time-based RSUs that vest after one year, with optional deferral elections .
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlocks/Comments |
|---|---|---|
| Walker & Dunlop, Inc. | Director | Financial services exposure; no related-party transactions with Maximus disclosed |
| Brookfield Business Partners | Director | Diversified industrials/investments; no RPTs disclosed |
| Ripple Labs | Director | Fintech/crypto; no RPTs disclosed |
| Yale University | Trustee; Audit Committee Chair; Member, Investment Committee | Governance and audit oversight; not a Maximus related party |
| DC Retirement Board | Trustee; Investments Committee Chair | Institutional investment oversight; not a Maximus related party |
| Commonfund | Trustee; Risk and Audit Committees | Institutional risk/audit oversight; no RPTs disclosed |
| OPIC | Director; Audit Chair (historical) | Public sector finance experience |
No related-party transactions involving Mr. Warren are disclosed in the proxy’s RPT section .
Expertise & Qualifications
- Financial oversight: Audit Committee Financial Expert; prior CFO/COO experience; audit and investment committee leadership across institutions .
- M&A/strategy: Led strategic acquisitions at ASG; extensive advisory experience in international growth and stakeholder management .
- Technology/modernization: Member, Technology Committee overseeing cybersecurity and AI governance; operates at intersection of public/private sectors on innovation .
- Public sector/governance: Obama Administration transition roles; OPIC Audit Chair; broad governance restructuring experience .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Jan 13, 2025) | 11,323 shares; less than 1% of outstanding shares |
| RSUs held (as of Sep 30, 2024) | 1,778 RSUs |
| Deferred shares held (as of Sep 30, 2024) | 7,209 deferred shares |
| Deferred/unvested RSUs counted for 60-day vesting window | 9,023 (footnote aggregation) |
| Director equity ownership guideline | ≥5× annual cash retainer; all directors met requirement as of FY2024 |
| Hedging/pledging policy | Prohibited for directors, officers, employees |
Insider Trades
| Date Filed | Transaction Dates | Type | Notes |
|---|---|---|---|
| Sep 10, 2024 | Feb 29, 2024; May 31, 2024; Sep 3, 2024 | Dividend reinvestment | Reported via Form 4; amounts not detailed in proxy |
Governance Assessment
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Strengths:
- Independent director with multi-committee service and Audit Committee Financial Expert designation; supports robust financial oversight .
- High governance quality indicators: independent Chair; active executive sessions; structured risk oversight including AI governance; strong investor engagement .
- Ownership alignment: meaningful deferred equity; director ownership guidelines met; anti-hedging/pledging policy in place .
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Potential risks/RED FLAGS:
- Administrative Section 16 timeliness note: a Form 4 for Mr. Warren was filed on Sep 10, 2024 to report dividend reinvestment acquisitions; not indicative of trading risk, but highlights reporting timeliness monitoring .
- Multiple external board commitments can create time/attention constraints; no attendance shortfalls disclosed (Board required at least 75% attendance; all directors met this) .
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Compensation and committee processes:
- Director pay mix split between cash and RSUs with one-year vest; FW Cook engaged as independent consultant for compensation reviews; no conflicts identified .
- No director-specific performance equity; standard retainers and committee chair fees (Warren not a chair) .
Overall, Warren’s profile and committee roles should bolster investor confidence in financial oversight, risk governance (including AI), and strategic engagement; no related-party conflicts disclosed and equity alignment standards met .