Richard Montoni
MAXIMUSAbout Richard A. Montoni
Richard A. Montoni, age 73, is an independent director of Maximus (MMS) serving since 2006. He previously served as CEO (2006–2018), President (2006–2014), Senior Advisor to the CEO (2018–2019), and earlier as CFO & Treasurer (2002–2006) at Maximus, with prior CFO roles at Managed Storage International and CIBER and nearly 20 years as an audit partner at KPMG LLP; he holds a Master’s in Accounting from Northeastern University and a B.S. in Economics from Boston University . The Board has affirmatively determined he is independent under NYSE rules; all directors, including Montoni, attended at least 75% of Board and applicable committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maximus, Inc. | Chief Executive Officer | 2006 – Apr 1, 2018 | Led growth into UK, Canada, Australia through M&A; oversaw Corporate Development; deep BPS and government citizen services experience . |
| Maximus, Inc. | President | 2006 – 2014 | Operational leadership across segments . |
| Maximus, Inc. | Senior Advisor to CEO | Apr 1, 2018 – Sep 30, 2019 | Transition support post-CEO tenure . |
| Maximus, Inc. | Chief Financial Officer & Treasurer | 2002 – 2006 | Financial leadership prior to CEO role . |
| Managed Storage International, Inc. | CFO & EVP | 2000 – 2001 | Financial leadership at tech/storage company . |
| CIBER, Inc. | CFO & EVP; Director | 1996 – 2000; Director until 2002 | Public company finance experience . |
| KPMG LLP | Audit Partner | ~20 years (prior to 1996) | Audit and financial expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CIBER, Inc. (public) | Director | Until 2002 | Former directorship; no current public directorships disclosed for Montoni in 2025 proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Montoni is independent (NYSE standards) . |
| Committee Assignments | Technology Committee Chair; committee met 5x in FY2024 . |
| Board Attendance | All directors attended ≥75% of aggregate Board/committee meetings; Board met 10x in FY2024 . |
| Annual Meeting Attendance | All directors attended the 2024 annual meeting . |
| Years on Board | Director since 2006 . |
| Board Leadership Context | Independent, non-executive Chair (John J. Haley); executive sessions each meeting . |
Fixed Compensation (Director)
| Component | Amount/Terms | Evidence |
|---|---|---|
| Fees Earned (Cash) FY2024 | $320,000 | Director Compensation Table lists Montoni: Fees Earned $320,000; Stock Awards $0; Total $320,000 . |
| Base Director Retainer | $300,000 annually (RSUs or cash), min $150,000 in RSUs unless the director holds >7x the annual retainer in Company equity | Program terms . |
| Committee Chair Fee | +$20,000 for Technology Committee Chair (Montoni) | Program terms specify $20,000 Tech Chair; confirms Montoni role . |
| Equity Grants to Directors | RSUs typically vest after one year; directors may defer | Program terms . |
| FY2024 Stock Award to Montoni | $0 (no RSUs granted to Montoni) | Director Compensation Table . |
| Benefits | Directors may elect Company medical/dental (pay full premiums); Montoni participated in portions of those plans in FY2024 | Program terms and participation note . |
Implication: Zero equity grant in FY2024 likely reflects he exceeded the 7x ownership threshold and elected cash, consistent with policy . This concentrates his director pay in fixed cash but is mitigated by substantial pre-existing equity ownership (see Equity Ownership).
Performance Compensation (Director)
- Non-employee director compensation does not include performance-conditioned incentives; structure is cash retainers and time-vested RSUs (when elected) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Montoni in the 2025 proxy . |
| Prior public company boards | CIBER, Inc. (Director until 2002) . |
| Interlocks/Conflicts | None disclosed involving Montoni; Compensation Committee interlocks section lists committee members (not Montoni) and reports no interlocks . |
Expertise & Qualifications
- Financial/Audit: Former KPMG audit partner; multiple CFO roles (CIBER, Managed Storage International, Maximus) .
- Government Services/BPS: Led Maximus’ government-facing BPS programs as CFO/CEO .
- M&A/Strategy: Drove international expansion via acquisitions; oversaw Corporate Development .
- Technology oversight: Chairs Technology Committee, which oversees strategic IT, cybersecurity, and AI governance .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | RSUs/Deferred |
|---|---|---|---|
| Richard A. Montoni | 70,000 shares | ~0.12% (70,000 / 57,124,141) | 0 RSUs as of 9/30/2024; no deferred shares disclosed for him in footnote summary . |
- Ownership policy: Directors must hold equity ≥5x annual cash retainer; all directors met the requirement as of FY2024 year-end .
- Hedging/Pledging: Prohibited for directors under Insider Trading Policy .
Governance Assessment
Key findings
- Independence and engagement: Montoni is deemed independent and met attendance expectations; he leads the Technology Committee, which directly oversees cyber, data protection, and AI usage—central risk areas for MMS’ government-services franchise .
- Ownership alignment: Holds 70,000 shares (~0.12% of outstanding), meets stringent 5x retainer ownership guideline; elected full cash retainer in FY2024 with no RSU grant, likely due to exceeding the 7x threshold, but ongoing equity stake supports alignment .
- Compensation structure: Director pay is primarily fixed (cash retainer + chair fee); no performance-conditioned director pay, consistent with market norms for board independence .
- Potential conflicts and mitigants:
- Auditor optics: Montoni is a former KPMG partner, and MMS appointed KPMG as auditor for FY2025. However, the Audit Committee (which does not include Montoni) oversaw the change; EY’s prior reports had no adverse opinions, and no disagreements or reportable events were disclosed, reducing independence risk perceptions .
- Related-party transactions: None disclosed involving Montoni; RPTs in proxy pertain to another executive’s family employment and were benchmark-consistent .
- Signals to investors:
- Strong board risk oversight and Technology Committee mandate, including AI governance, align with MMS’ digital modernization strategy and regulatory risk profile .
- Director ownership compliance and anti-hedging/pledging policies bolster alignment and reduce agency risk .
RED FLAGS to monitor
- Auditor selection optics given Montoni’s legacy KPMG tenure—mitigated by elapsed time, lack of Audit Committee role, and clean EY transition disclosures, but worth monitoring through Audit Committee disclosures and PCAOB independence safeguards .
Citations
- Independence, attendance, annual meeting, board structure: .
- Committee chair and remit: .
- Director compensation (amounts and program terms): .
- Ownership (beneficial and outstanding shares): .
- Biography (background, education): .
- Auditor change and independence disclosures: .
- Anti-hedging/pledging: .
- Related-party transactions section: .