Raymond Ruddy
MAXIMUSAbout Raymond B. Ruddy
Independent director of Maximus (MMS), age 81, serving since 2004; prior Vice Chair 2005–2018. Former Chair of the Board (1985–2001) and President of the Consulting Group (1989–2000) at Maximus; earlier senior consulting roles at Touche Ross & Co. (now Deloitte). Education: MBA, Wharton; BS Economics, Holy Cross. He is designated independent under NYSE rules and qualified as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maximus, Inc. | Chair of the Board | 1985–2001 | Led Board through IPO era and early growth |
| Maximus, Inc. | President, Consulting Group | 1989–2000 | Led state-facing revenue maximization programs (Medicaid, welfare) |
| Touche Ross & Co. | Associate National Director of Consulting | 1982–1984 | National consulting leadership, financial/operational expertise |
| Touche Ross & Co. (Boston) | Director of Management Consulting | 1978–1983 | Regional consulting leadership |
External Roles
No current public company directorships disclosed; no external committee roles listed for Ruddy in the proxy .
Board Governance
- Independence: Board determined Ruddy is independent (NYSE standards) .
- Committees: Audit Committee (member; financial expert), Nominating & Governance Committee (member) .
- Meeting cadence and attendance: Board held 10 meetings in FY2024; all directors attended at least 75% of aggregate Board and committee meetings .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting; presided by independent Chair John J. Haley .
- Committee activity: Audit met 5x; Nominating & Governance met 4x in FY2024 .
Fixed Compensation (Director Pay – FY2024)
| Component | Amount |
|---|---|
| Fees Earned (Cash) | $335,000 |
| Stock Awards (RSUs) | $0 |
| Total | $335,000 |
| Additional cash retainer | $35,000 (continuation of prior Vice Chair leadership role; reflects extra time commitments beyond normal director duties) |
| Annual retainer policy | $300,000 payable in RSUs or cash; minimum $150,000 in RSUs unless a director holds >7× the annual retainer in Company equity |
| Director benefits | Eligible to participate in employee medical/dental plans at full cost; Ruddy participated in portions of those plans in FY2024 |
Performance Compensation (Director Equity)
| Element | FY2024 Detail |
|---|---|
| Annual director RSU grant | Not granted to Ruddy in FY2024 (stock awards $0) |
| RSU vesting convention | Annual RSU grants to non-employee directors vest after one year; deferral election permitted up to end of Board service |
Other Directorships & Interlocks
| Organization | Role | Overlap/Interlock |
|---|---|---|
| None disclosed | — | No public company interlocks or supplier/customer directorships reported for Ruddy |
Expertise & Qualifications
- Financial acumen: Former consulting leader at Touche Ross; prior Maximus controllership oversight; designated audit committee financial expert .
- Government programs/citizen services: Led Maximus consulting on Medicaid/welfare revenue maximization .
- M&A/Capital markets: Oversaw financial aspects of Maximus IPO and acquisitions during executive tenure .
- Education: MBA (Wharton), BS Economics (Holy Cross) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 311,385 |
| % of shares outstanding | ~0.55% (311,385 / 57,124,141) |
| Deferred shares included | 198,865 (within 60-day vesting window or upon termination) |
| Director ownership guideline | ≥5× annual cash retainer; all directors met requirement as of FY2024 |
| Hedging/pledging policy | Prohibited for directors, officers, employees |
Insider Trades and Section 16 Compliance
- Delinquent Section 16(a) filings reported for 2024: Link, Rajan, Warren; none reported for Ruddy .
Related Party Transactions and Conflicts
- No related-party transactions disclosed involving Ruddy. The only related-person disclosure pertains to compensation of Ms. Baylinson’s brothers, consistent with peer roles .
- Additional leadership retainer: $35,000 for ongoing leadership time beyond normal director duties; Board states rationale for continued role recognition .
- Participation in company medical/dental plans is allowed at full premium cost; Ruddy participated in portions of those plans .
Say-on-Pay & Shareholder Feedback (Governance Signal)
- Say-on-Pay approval: ~98.9% support in 2024 for 2023 practices, indicating strong investor alignment with compensation approach .
- Board shareholder engagement: Ongoing outreach to top investors; enhanced governance disclosures (education, evaluations, AI oversight) .
Governance Assessment
- Strengths: Independent director; Audit Committee financial expert; long institutional knowledge; strong equity alignment via substantial deferred share balance; compliance with anti-hedging/pledging and ownership guidelines; adequate attendance; robust committee oversight (Audit/N&G) .
- Watch items:
- RED FLAG (soft): Additional $35,000 leadership retainer unique to Ruddy (legacy Vice Chair role) warrants monitoring to ensure clarity of duties and avoidance of perceived entrenchment or differential influence versus peers .
- Equity grant mix: No FY2024 director RSU grant to Ruddy (cash-only year), though policy permits cash if equity holdings exceed 7× retainer; continued large deferred share balance mitigates alignment concerns but reduces annual refresh equity signal .
- No disclosed conflicts: No related-party transactions, no Section 16 delinquency, and prohibited hedging/pledging reduce alignment risk .
Overall, Ruddy’s independence, financial oversight credentials, and sizeable retained equity (deferred shares) are supportive of investor confidence. The additional leadership retainer and cash-only compensation year should be kept under review for transparency and peer parity, but the Board’s policies (ownership requirements, anti-hedging/pledging, clawbacks, double-trigger CoC) provide strong governance guardrails .