Michelle Link
MAXIMUSAbout Michelle Link
Michelle F. Link, age 50, is Chief Human Resources Officer (CHRO) at Maximus (MMS). She joined Maximus in March 2020 after senior HR leadership roles at ADS, Inc. (2018–2020) and PRA Group (2011–2018), with prior senior HR roles at BlueCross Blue Shield of Tennessee, AMERIGROUP (now Elevance Health), CIGNA, and Corning . Company performance used to fund executive incentives in FY24 exceeded targets across Adjusted Net Operating Income ($506M actual vs $406M target), Adjusted Operating Margin (11.0% vs 9.5% target), and Revenue ($5.31B vs $5.12B target), resulting in an executive bonus pool cap at 220% of target . Maximus reported delivering record revenues in fiscal year 2024, with compensation programs emphasizing pay for performance and at-risk incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADS, Inc. | Executive Vice President of Human Resources | 2018–2020 | Not disclosed |
| PRA Group | Chief Human Resources Officer | 2011–2018 | Not disclosed |
| BlueCross Blue Shield of Tennessee; AMERIGROUP (now Elevance Health); CIGNA; Corning | Senior HR roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed in proxies |
Fixed Compensation
| Metric | FY 2021 | FY 2024 |
|---|---|---|
| Base Salary ($) | 385,619 | 443,269 |
| Target Bonus % of Base | Not disclosed | 75% |
| Target Bonus ($) | 231,000 (plan-based target) | 337,500 |
| Actual Annual Cash Incentive Paid ($) | 510,000 | 742,500 |
| All Other Compensation ($) | 20,350 | 46,296 (incl. $29,140 financial planning; $13,800 401(k) match; $3,356 disability) |
| Total Reported Compensation ($) | 1,524,491 | 2,090,545 |
Performance Compensation
Annual Cash Incentive (EBP) – FY 2024 Metrics and Payouts
| Metric | Weight | Target | Actual | Payout Achievement | 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% (capped) | 16.5% |
| Weighted Average Payout | — | — | — | 232.4% | — |
| Final Executive Bonus Pool Funding | — | — | — | 220% (committee cap) | — |
Link’s target bonus was 75% of base ($337,500), and her actual annual cash incentive paid was $742,500 (220% of target) .
Long-Term Incentive (LTI) Structure and Grants
| Equity Award Type | Weighting | Key Features | Vesting |
|---|---|---|---|
| PSUs (TSR and EPS) | 50% for non-CEO NEOs; 100% CEO | TSR PSUs based on 3-year relative TSR vs S&P 400 Value index; EPS PSUs based on annual adjusted EPS growth over 3 years; payouts 0–200% of target | Cliff vest after three years upon certification of performance |
| RSUs | 50% for non-CEO NEOs; 0% CEO | Aligns pay with stock price; promotes retention and ownership | Vest in one-third installments over 3 years |
FY 2024 NEO LTI Targets (approved in FY24; grant-date fair value at $81.84 stock price):
| Name | PSUs Award (#) | PSU Target Value ($) | RSUs Award (#) | RSU Target Value ($) |
|---|---|---|---|---|
| Michelle F. Link | 4,888 | 400,034 | 4,888 | 400,034 |
Detailed FY2024 Grants (granted 11/21/2023):
| Grant Type | Grant Date | Target Shares (#) | Fair Value ($) |
|---|---|---|---|
| RSU | 11/21/2023 | 4,888 | 400,034 |
| PSU – EPS | 11/21/2023 | 2,444 | 200,017 |
| PSU – TSR | 11/21/2023 | 2,444 | 258,429 |
PSU Performance Design:
- Relative TSR: 50th percentile for target; 25th percentile threshold; 90th percentile for 200% max .
- Adjusted EPS Growth: Threshold ≥2%, target calibrated annually, maximum ≥8%; three annual tranches (FY24–FY26), cliff vest after three years .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Executive Stock Ownership Guidelines | CEO: 6x base salary; other NEOs: 2x base salary; all NEOs met requirements as of 9/30/2024 except Mr. Martinez (four years to comply) . |
| Anti-Hedging/Anti-Pledging | Hedging and pledging of Maximus securities prohibited for directors, officers, employees . |
| Clawback Policy | Incentive compensation (cash and equity) subject to recovery; policy effective Sept 13, 2021 . |
| Beneficial Ownership (as of 1/13/2025) | Michelle F. Link: 6,567 shares; <1% of outstanding . |
| Section 16(a) Reporting | One late Form 4 for Link filed Dec 14, 2023 reporting a sale on Dec 4, 2023 . |
| Options Outstanding | None for NEOs as of 9/30/2024 . |
Outstanding Equity Awards (as of 9/30/2024; closing price $93.16 used for market value):
| Award | Grant/Approval Dates | Status | Count (#) | Market Value ($) |
|---|---|---|---|---|
| RSU (2022 grant) | 11/25/2022 / 11/17/2022 | Unvested RSUs | 1,241 | 115,612 |
| PSU (2022 EPS tranche) | 11/25/2022 / 11/17/2022 | Unearned PSUs | 2,794 | 260,272 |
| PSU (2022 TSR tranche) | 11/25/2022 / 11/17/2022 | Unearned PSUs | 2,793 | 260,177 |
| RSU (2023 grant) | 11/20/2023 / 11/14/2023 | Unvested RSUs | 3,292 | 306,683 |
| PSU (2023 EPS tranche) | 11/20/2023 / 11/14/2023 | Unearned PSUs | 3,292 | 306,659 |
| PSU (2023 TSR tranche) | 11/20/2023 / 11/14/2023 | Unearned PSUs | 2,469 | 230,041 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (termination without cause, not in connection with change in control; amounts as of FY24 end) | Cash severance $665,689; miscellaneous benefits $119,824; total cash-based $785,513; potential continued vesting under the Retirement Program if conditions met . |
| Change-in-Control Program | Double-trigger required (CIC + qualifying termination); provides cash-based severance and benefits; equity awards subject to double-trigger; no excise tax gross-ups . |
| Perquisites | Annual physical for some NEOs; disability benefits; paid financial planning services; Link’s all other compensation includes $29,140 financial planning, $13,800 401(k) match, and $3,356 disability in FY24 . |
| Compensation Governance | Independent Compensation & HR Committee; independent consultant FW Cook advising in FY24; clawback; anti-hedging/pledging; no dividends on unearned performance awards; no option repricing without shareholder approval . |
Historical CIC (FY2021 illustrative amounts from 2022 proxy):
| Item | FY2021 (Illustrative, post-CIC) |
|---|---|
| Cash Severance ($) | 1,790,000 |
| Misc. Benefits ($) | 125,534 |
| Stock-Based Awards ($) | 916,199 |
| Total Pre-Tax Benefit ($) | 2,831,733 |
Investment Implications
- Strong pay-for-performance alignment: FY24 EBP metrics exceeded targets, with payouts capped at 220% and Link’s bonus at 220% of target ($742,500), reinforcing linkage to revenue, margin, and Adjusted NOI performance .
- Retention and selling pressure: RSUs vest over three years and PSUs cliff vest at three years; significant unvested RSUs/PSUs (e.g., multiple grants from 2022 and 2023) imply periodic vesting events that may coincide with discretionary sales, noting one late Form 4 in Dec 2023 for a sale on Dec 4, 2023 .
- Alignment safeguards: Ownership guideline compliance (2x salary for NEOs), anti-hedging/anti-pledging, and clawback policies reduce misalignment and governance risk; no options outstanding, eliminating option repricing risk .
- Severance/CIC economics: Double-trigger CIC program with no excise tax gross-ups; current severance exposure for Link on a non-CIC termination totals $785,513 cash-based, indicating moderate termination cost while maintaining retention incentives via potential continued vesting under retirement program conditions .