DEF 14A of Eplus Inc
Filed Jul 28, 2025 · FY20250001022408-25-000071
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS ePlus’ Board of Directors (the “Board of Directors” or “Board”) is currently composed of seven directors in total. Six of ePlus’ directors are “independent,” and one director, our Chief Executive Officer, Mark P. Marron, is not “independent,” within the meaning of The Nasdaq Stock Market LLC’s (“Nasdaq”) listing standards. The Board’s Nominating and Corporate Governance Committee has recommended to the Board, and the Board has nominated for election at our 2025 Annual Meeting, each of our seven sitting directors, having found they each possess the requisite knowledge, skills, and abilities to oversee the Company’s strategy, management and business objectives.
PROPOSAL 1 – ELECTION OF DIRECTORS
| ePlus Director Nominees for the 2025 Annual Meeting | | | | | | | | | | Board Committees | | | | | | Name | Age | Audit | Compensation | Nominating & Corporate Governance | Number of Other Public Company Boards | Independent Director | | Melissa J. Ballenger | 55 | Chair | ✔ | | 0 | ✔ | | Renée Bergeron | 62 | | Chair | ✔ | 0 | ✔ | | Bruce M. Bowen | 73 | | | | 0 | ✔ | | John E. Callies | 71 | ✔ | | Chair | 0 | ✔ | | Ira A. Hunt, III | 69 | | ✔ | ✔ | 0 | ✔ | | Mark P. Marron, CEO and President | 64 | | | | 0 | | | Maureen F. Morrison | 70 | ✔ | | ✔ | 1 | ✔ |
PROPOSAL 1 – ELECTION OF DIRECTORS
More information about our Board, including their biographies, is available in Proposal 1 – Election of Directors.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES
| Our Named Executive Officers’ Compensation |
PROPOSAL 1 – Election of Directors
PROPOSAL 1 – Election of Directors Adopting the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated all seven of its current directors—Mses. Ballenger, Bergeron and Morrison, and Messrs. Bowen, Callies, Hunt and Marron—to be elected to serve until the 2025 Annual Meeting of Shareholders, or until their successors are duly elected and qualified. Biographical information as of July 22, 2025, for each nominee is provided herein. Each of the nominees has agreed to be named in this proxy statement and serve as a director if elected, and we know of no reason why any of the nominees would be unable to serve. If, however, any nominee is unable or declines to serve as a director, or if a vacancy occurs before the election (such events are not anticipated), the proxy holders will vote for the election of such other person or persons as the Board nominates. There are no arrangements or understandings between any of the nominees and any other person pursuant to which such director nominees were selected. Each of the seven nominees for director will be elected by a majority of the votes cast at the 2025 Annual Meeting and entitled to vote on the election of directors. Additionally, pursuant to the Company’s Guidelines, each director is required to resign should he or she not receive a majority of the votes cast. Abstentions and broker non-votes will have no effect on the vote for this proposal.
PROPOSAL 1 – Election of Directors
| Director Nomination Process |
PROPOSAL 1 – Election of Directors
The Board of Directors is responsible for determining the appropriate number of Board members, nominating individuals for election to the Board, and filling vacancies on the Board that may occur between annual meetings of shareholders. The Nominating and Corporate Governance Committee is responsible for identifying and screening potential candidates, and recommending qualified candidates to the Board for nomination. Third-party search firms may be retained to identify individuals that meet the Nominating and Corporate Governance Committee’s criteria; however, during the fiscal year ended March 31, 2025, no third-party search firms were used. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders in the same manner in which it evaluates candidates it identifies, if such recommendations are properly submitted to the Company. Shareholders wishing to recommend nominees for election to the Board should submit their recommendations in writing by mail to our Corporate Secretary, at ePlus inc., 13595 Dulles Technology Drive, Herndon, Virginia 20171.
PROPOSAL 1 – Election of Directors
| Director Qualifications |
PROPOSAL 1 – Election of Directors
In selecting director candidates, the Nominating and Corporate Governance Committee and the Board of Directors consider the individual candidates’ qualifications and skills, as well as the Board’s composition as a whole. Under our Guidelines, the Nominating and Corporate Governance Committee and the Board consider the following attributes for each candidate, among other qualifications deemed appropriate, when considering the suitability of candidates for nomination as director:
PROPOSAL 1 – Election of Directors
| • | Unquestioned personal ethics and integrity; |
PROPOSAL 1 – Election of Directors
| • | Specific skills and experience that align with ePlus’ strategic direction and operational initiatives, and complements the Board’s overall composition; |
PROPOSAL 1 – Election of Directors
| • | Multiple dimensions of diversity, including with respect to race, ethnicity and gender, to strengthen and increase the diversity, breadth of skills and qualifications of the Board; |
PROPOSAL 1 – Election of Directors
| • | Core business competencies of high achievement and a record of success; |
PROPOSAL 1 – Election of Directors
| • | Financial literacy, exposure to best practices, and track-record of making good business decisions; |
PROPOSAL 1 – Election of Directors
| • | Interpersonal skills that maximize group dynamics; and |
PROPOSAL 1 – Election of Directors
| • | Enthusiasm about ePlus and sufficient time to become fully engaged. |
PROPOSAL 1 – Election of Directors
Key skills held by our directors include finance, accounting, risk oversight, cybersecurity, sales and marketing, leasing/financing, mergers and acquisitions, corporate governance, technology, and international business experience, as further highlighted in our directors’ biographies below. Additionally, the Nominating and Corporate Governance Committee facilitates an annual performance self-assessment of the Board and each of its committees, including an assessment of the effectiveness of each individual director. In doing so, the Board assesses the Board’s collective skill set and composition with a view towards periodically refreshing the Board with new directors who possess skills, traits and characteristics that complement those of the incumbent directors. Utilizing the processes described above, on January 3, 2025, in accordance with the Company’s Bylaws, the Board increased the size of the Board from seven to eight directors and appointed Melissa Ballenger to the Board, filling the vacancy. As is the case with each of the Company’s other directors nominated for election at the 2025 Annual Meeting, Ms. Ballenger’s term continues until the 2025 Annual Meeting and until her successor is elected and qualified. Effective July 18, 2025 and in accordance with the Guidelines, Ben Xiang resigned as a member of the Board and each of its committees due to a change in his principal occupation and the Board accepted such resignation. At that time, the Board decreased the size of the Board from eight to seven directors. For additional information regarding Mr. Xiang’s resignation from the Board, please refer to the Company’s Current Report on Form 8-K that was filed with the SEC on July 18, 2025.
PROPOSAL 1 – Election of Directors
| 2025 Nominees for Election to the Board of Directors |
PROPOSAL 1 – Election of Directors
Our Board has a variety of qualifications and expertise relevant to our business, resulting in a collective diverse set of backgrounds and experiences. See above, Director Qualifications, for more information. The following biographies describe the director nominees’ business experience, including their specific experiences and qualifications that, collectively, strengthen the Board’s qualifications, skills, and experience. The Board expects that each of the nominees will be available for election as a director and, if elected, will serve for a term expiring at the 2026 Annual Meeting of Shareholders, and until their successors have been duly elected and qualified.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES FOR ELECTION AS DIRECTORS:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| Melissa J. Ballenger Independent Director Age 55 | Director of ePlus since 2025 Committees: Audit (Chair) Compensation Other Public Company Directorships: None |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Ms. Ballenger joined the ePlus Board of Directors in January 2025. From 2020 to 2023, Ms. Ballenger served as Chief Financial Officer of Mosaic, a financial technology platform for sustainable home improvements. Ms. Ballenger served as a public-company finance executive from 2003 through 2019, including Chief Financial Officer roles at the global firms State Street (EMEA), Santander and TD. Ms. Ballenger also served as Principal Accounting Officer and Controller at Mastercard, a global technology company in the payments industry. Ms. Ballenger currently serves on the Board of Trustees of The Penn Mutual Life Insurance Company. Ms. Ballenger has provided strategic advice to multiple Boards of Directors, informing their governance over critical corporate priorities. Her executive experience includes strategic and financial planning and execution, capital markets and treasury management, operational efficiency and risk management, and M&A. Ms. Ballenger is a Certified Public Accountant (CPA), served in public accounting as an Arthur Andersen auditor, and is credentialed as a Certified Director by the National Association of Corporate Directors (NACD). A summa cum laude graduate of the College of William & Mary with a Bachelor of Business Administration degree and an adjunct business professor at William & Mary from 2024 to 2025, she was appointed to the Board of Visitors of William & Mary effective July 2025. The Board believes that Ms. Ballenger's vast range of experience within the financial services industry, along with her international expertise, provide invaluable perspective across ePlus’ strategic growth areas. The Board has also determined that Ms. Ballenger qualifies as an “audit committee financial expert” as defined in applicable SEC regulations.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| Renée Bergeron Independent Director Age 62 | Director of ePlus since 2022 Committees: Compensation (Chair) Nominating and Corporate Governance Other Public Company Directorships: None |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Ms. Bergeron is Chief Operating Officer of AppDirect, where she provides leadership and strategic vision, and oversees customer operations, technical support, and customer success on a global basis. She joined AppDirect, one of the leading B2B commerce platforms for selling, buying, and managing recurring technology services, in March 2020. From 2010 until 2020, Ms. Bergeron held roles at Ingram Micro, a global leader in technology and supply chain services, most recently as Senior Vice President Global Cloud. Since March 2020 she has also been a board member of FLO EV Charging, a privately-owned premier manufacturer and network operator of electric vehicle charging solutions. Ms. Bergeron has a Master of Business Administration from McGill University, and a Bachelor’s degree in Information Technology from Université de Sherbrooke. The Board believes that, as a proven industry leader with significant experience across many of ePlus’ strategic focus areas, such as security, cloud and services, Ms. Bergeron brings a strong knowledge base that will help ePlus be a customer-centric, service-driven partner of choice.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| Bruce M. Bowen Independent Director Age 73 | Director of ePlus since 1990 Committees: None Other Public Company Directorships: None |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Mr. Bowen founded our company in 1990 and served as our President until September 1996. Beginning in September 1996 until March 2014, Mr. Bowen served as our Executive Vice President and from September 1996 to June 1997 also served as our Chief Financial Officer. In March 2014, Mr. Bowen stepped down as Executive Vice President, and retired as an employee of the company in May 2018 though he continues to serve on the Board. Prior to founding the Company, he served as Senior Vice President of PacifiCorp Capital, Inc., which was an equipment leasing company. In the past, he has also served as Chair of the Association for Government Leasing and Finance as well as various committees of the Equipment Leasing and Finance Association, which gave him a broad understanding of issues affecting our industry. During his leasing career, Mr. Bowen participated in equipment lease financing transactions in excess of an aggregate of $3 billion, involving many major vendors as well as government contractors. Mr. Bowen has a degree in finance from the University of Maryland as well as a Master of Business Administration in Finance from the University of Maryland. Mr. Bowen’s experience in the leasing industry brings to the Board depth and breadth of knowledge relating to finance and funding. He also has a thorough knowledge of sales and operations activities and in a multitude of industry-specific areas.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| John E. Callies Independent Director Age 71 | Director of ePlus since 2010 Committees: Audit Nominating and Corporate Governance (Chair) Other Public Company Directorships: None |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Mr. Callies has been a Senior Advisor to McKinsey and Company since 2011. Previously, he was employed by IBM in various capacities for 34 years. Mr. Callies served as General Manager of IBM Global Financing from 2004 until his retirement in June 2010. With operations in 55 countries supporting 125,000 clients, Mr. Callies led the world’s largest information technology financing and asset management organization and was responsible for business direction and management of a portfolio of nearly $35 billion in total assets. Mr. Callies has a degree in economics from Lehigh University. The Board believes that Mr. Callies’ knowledge of our business, including the leasing sector, along with his sales, operational, strategic, international and board experience bring value to the Board. The Board has also determined that Mr. Callies qualifies as an “audit committee financial expert” as defined in applicable SEC regulations.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| Ira A. Hunt, III Independent Director Age 69 | Director of ePlus since 2014 Committees: Compensation Nominating and Corporate Governance Other Public Company Directorships: None |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Mr. Hunt is President and CEO of Hunt Technology, LLC, which he founded. Hunt Technology, LLC focuses on strategic IT planning, cyber and data-security, AI and big data analytics, and cloud computing. He retired from the Central Intelligence Agency in 2013 as their Chief Technology Officer after a 28-year career in intelligence. From July 2016 through October 2020, he served as Managing Director and Cyber Lead for Accenture Federal Services in Arlington, Virginia, and he has also served as Chief Architect for Bridgewater Associates, the world’s largest hedge fund. Mr. Hunt currently serves on the Board of Directors for Mission Link, a non-profit organization, and for VAST Data Federal, a next-gen solid state storage company. He also serves on Intel’s Public Sector Advisory Board and as an advisor to Enlightenment Capital. He holds a Bachelor and Masters of Engineering in Civil/Structural Engineering from Vanderbilt University in Nashville, Tennessee. The Board believes that Mr. Hunt’s extensive knowledge of the technology industry, including strategic IT planning, cyber and data-centric security, big data analytics, cloud computing, and IT architecture and environment, bring valuable industry expertise to the Board.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| Mark P. Marron Director, CEO and President Age 64 | Director of ePlus since 2018 Committees: None Other Public Company Directorships: None |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Mr. Marron became the CEO and President of ePlus inc. on August 1, 2016, and was appointed to the Board on November 14, 2018. He oversees all corporate strategy for global operations, leading with an emphasis on our greatest asset: our people. He began his career at ePlus in 2005 as Senior Vice President of Sales and became COO in 2010. A 30+ year industry veteran, he was formerly with NetIQ where he held the position of Senior Vice President of Worldwide Sales and Services. Prior to joining NetIQ, Mr. Marron served as General Manager of Worldwide Channel Sales for Computer Associates International Inc., a provider of software and services that enables organizations to manage their IT environments. Through his time with both NetIQ and Computer Associates International Inc., Mr. Marron gained extensive international experience, throughout North America, Europe, the Middle East, and Africa and holds a Bachelor of Science degree in Computer Science from Montclair State University. The Board has determined that Mr. Marron’s role as CEO provides the Board with access to an experienced executive with a thorough understanding of our business and extensive experience in leading sales teams, international sales, and mergers and acquisitions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
| Maureen F. Morrison Independent Director and Chair of the Board Age 70 | Director of ePlus since 2018 Committees: Audit Nominating and Corporate Governance Other Public Company Directorships: Asbury Automotive Group Inc. (NYSE: ABG) |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
Ms. Morrison joined the ePlus Board of Directors in June 2018. She is a highly accomplished senior executive leader who retired in 2015 from a career as an audit partner at PricewaterhouseCoopers, LLP (“PwC”). At PwC, Ms. Morrison worked with prominent private equity backed entities and multibillion-dollar global technology corporations. She has diversified experience in software, IT-enabled solutions and consulting, hardware, and manufacturing. As a highly respected financial and accounting professional, Ms. Morrison has extensive experience in corporate boardrooms advising Audit Committees of midcap public companies, private equity-backed entities, and Fortune 500 companies. Ms. Morrison currently is a member of one other board of directors of a publicly traded company: Asbury Automotive Group Inc., where she is the Chair of the Compensation and Human Resources Committee and a member of the Audit and the Capital Allocation & Risk Management Committees. She holds a Bachelor of Arts in Business Administration with a concentration in Accounting from Rutgers University. The Board has determined that as a result of her broad experience with complex accounting, financial and risk related issues, as well as her experience on public company boards, Ms. Morrison is well-qualified to assist in the auditor oversight function as an Audit Committee member and provides indispensable leadership expertise as the Chair of the Board. The Board has also determined that Ms. Morrison qualifies as an “audit committee financial expert” as defined in applicable SEC regulations.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The below table sets forth the compensation for the non-employee members of the Board for the fiscal year ended March 31, 2025. Ben Xiang served as the chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee during fiscal 2025. Effective July 18, 2025, Mr. Xiang resigned as a member of the Board and each of its committees. Mr. Marron, our CEO and President, is an employee of the Company and does not receive any additional compensation for his service as a director. Mr. Marron’s compensation is reported under “Executive Compensation” herein. The Board’s general policy is that compensation for the non-employee directors should be a mix of cash and equity-based compensation. The base level of compensation for the non-employee directors for fiscal 2025 is set forth in the table below.
DIRECTOR COMPENSATION
| Director Compensation Element | Amount | | Annual Cash Retainer (1) | $86,250 | | Annual Restricted Stock Award (2) | $105,000 |
DIRECTOR COMPENSATION
| (1) The annual cash retainer is paid in four quarterly installments of $21,562.50. |
DIRECTOR COMPENSATION
| (2) The number of shares awarded was determined by dividing the compensation to be delivered ($105,000) by the Company’s closing stock price on the date prior to the date of grant. |
DIRECTOR COMPENSATION
In October of 2024, the grant value of the annual restricted stock award to non-employee directors (the “Annual Restricted Stock Award”) was increased from $86,250 to $105,000 in order to ensure that our director compensation is competitive with that of our peers and consistent with market practices for a company of our size. In addition to the base compensation provided above, effective as of April 1, 2024, the chair of the Board receives $50,000 in additional cash compensation and each of our Board’s committee chairs receive additional cash compensation as follows:
DIRECTOR COMPENSATION
| Committee | Annual Chair Compensation (1) | | Audit | $15,000 | | Compensation | $12,500 | | Nominating and Corporate Governance | $10,000 |
DIRECTOR COMPENSATION
| (1) Paid in equal quarterly installments. |
DIRECTOR COMPENSATION
Directors also have the ability to elect to receive awards of the Company’s stock in lieu of any cash payments under the director compensation program. All equity-based grants to non-employee directors are awarded pursuant to our 2024 Non-Employee Director Long-Term Incentive Plan (“2024 Director LTIP”). For fiscal 2025, the Annual Restricted Stock Award was granted on October 1, 2024, with vesting to occur on the earlier of October 1, 2025, or the Company’s next annual stockholder meeting after October 1, 2024. Stock that directors receive in lieu of cash compensation is not subject to forfeiture or a vesting period. Where a targeted amount of compensation is intended to be delivered as an award under the 2024 Director LTIP, the amount of shares awarded is rounded down to avoid a fractional share. Directors are also reimbursed for out-of-pocket expenses incurred to attend Board and committee meetings the Annual Meeting, and continuing education programs for Directors. As previously noted, effective July 18, 2025, Ben Xiang resigned as a member of the Board and each of its committees. In recognition of Mr. Xiang’s service to the Board since 2019, the Board elected to allow Mr. Xiang’s unvested equity awards previously granted in connection with his service on the Board to remain outstanding and continue to vest in accordance with their terms. As such, Mr. Xiang’s 677 restricted shares awarded on September 25, 2023, and his 1,067 restricted shares awarded on October 1, 2024, will continue to vest on each of September 25, 2025, and the earlier of date of the 2025 Annual Meeting or October 1, 2025, respectively, as if Director Xiang is still serving as a member of the Board on those dates.
DIRECTOR COMPENSATION
| 2025 Director Compensation Table |
DIRECTOR COMPENSATION
The tables below show compensation for all directors who served as a director during fiscal 2025, except for Mr. Marron, whose compensation is in the Summary Compensation Table.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash (2) | Stock Awards (3)(4) | Total | | Melissa J. Ballenger (1) | $21,083 | $77,954 | $99,037 | | Renée Bergeron | $93,145 | $104,929 | $198,074 | | Bruce M. Bowen | $86,250 | $104,929 | $191,179 | | John E. Callies | $100,129 | $104,929 | $205,058 | | C. Thomas Faulders, III (1) | $61,090 | $- | $61,090 | | Ira A. Hunt, III | $86,250 | $104,929 | $191,179 | | Maureen F. Morrison | $120,557 | $104,929 | $225,486 | | Ben Xiang (1) | $96,250 | $104,929 | $201,179 |
DIRECTOR COMPENSATION
| (1) Ms. Ballenger joined the Board on January 3, 2025, and, as such, received pro rata compensation for her partial year of service. Mr. Faulders retired from the Board at the 2024 Annual Meeting and, as such, received pro rata compensation for his partial year of service. Mr. Xiang resigned from the Board following the completion of fiscal 2025 and, as such, received compensation for his full year of service. |
DIRECTOR COMPENSATION
| (2) The above table reflects fees earned during the 2025 fiscal year. Pursuant to our 2024 Director LTIP, directors may make a stock fee election, through which they receive shares of stock in lieu of cash compensation. The Annual Restricted Stock Award was granted on October 1, 2024, and the number of shares granted was determined by dividing the compensation to be delivered ($105,000) by the Company’s closing stock price on the last trading day before the date of grant ($98.34) and rounding down to avoid the issuance of a fractional share. |
DIRECTOR COMPENSATION
Mr. Bowen received stock instead of cash throughout the fiscal year. This stock is not subject to forfeiture or a vesting period. The amount of stock granted for each quarter to Mr. Bowen is shown below.
DIRECTOR COMPENSATION
| Board Service Time | Number of Shares Granted | | April 1, 2024 - June 30, 2024 | 292 | | July 1, 2024 - September 30, 2024 | 226 | | October 1, 2024 - December 31, 2024 | 291 | | January 1, 2025 - March 31, 2025 | 351 |
DIRECTOR COMPENSATION
| (3) The values in this column represent the aggregate grant date fair market values of the fiscal year 2025 restricted stock awards, computed in accordance with Codification Topic Compensation—Stock Compensation. |
DIRECTOR COMPENSATION
| (4) The table below reflects the aggregate number of unvested restricted stock shares outstanding as of March 31, 2025, for each non-employee director. |
DIRECTOR COMPENSATION
| Name | Unvested Restricted Shares | | Renée Bergeron | 1,744 | | Bruce M. Bowen | 1,744 | | John E. Callies | 1,744 | | Ira A. Hunt, III | 1,744 | | Maureen F. Morrison | 1,744 | | Ben Xiang | 1,744 | | Melissa J. Ballenger | 1,047 |
DIRECTOR COMPENSATION
| Stock Ownership Guidelines |
DIRECTOR COMPENSATION
The Board believes that each non-employee director should maintain a minimum level of ownership in the Company’s common stock to align the interests of our non-employee directors with the interests of the Company’s other shareholders. Our Nominating and Corporate Governance Committee regularly reviews the stock ownership guidelines, and compliance therewith. Pursuant to the stock ownership guidelines, which are part of our Corporate Governance Guidelines, non-employee directors are expected to reach a multiple of three times their annual cash board retainer fee within four years of joining the Board. During the fiscal year ended March 31, 2025, all directors met this requirement or were within the four-year phase-in period for meeting the ownership guidelines.
COMPENSATION DISCUSSION AND ANALYSIS
| Overview | • • • • | Financial Highlights Our Executive Compensation Program Our Executive Compensation Practices 2024 Say-On-Pay Vote | | What We Pay and Why | • • • • • | Fiscal Year 2025 Executive Compensation Decisions Base Salary Annual Cash Incentive Awards Long-Term Incentive Program (Time-Based Restricted Stock Awards, Performance Stock Units and Performance Cash Awards) Other Elements of Our Fiscal Year 2025 Executive Compensation Program | | How We Make Executive Compensation Decisions | • • • • | Role of the Board and Compensation Committee, and our Chief Executive Officer Guidance from the Compensation Committee’s Independent Compensation Consultant Comparison Peer Groups Alignment of Senior Management Team to Drive Performance |
Share Repurchases
The Company’s goal for its executive compensation, as well as its non-executive compensation, program is to attract, motivate, and retain a talented, ethical, and creative executive team who will provide leadership for the Company’s success in dynamic and competitive markets, while remaining attuned to the risks facing the Company. The Company seeks to accomplish this goal in a way that rewards performance, is aligned with its business strategy, and maximizes shareholders’ long-term interests. The Company’s compensation program reinforces the Company’s culture of high performance through an emphasis on performance-based pay opportunities which are earned for achieving key financial, operational and strategic metrics that align to long-term value creation. The Company’s executive compensation program is also intended to promote and maintain stability within the executive team by issuing restricted stock with multi-year vesting terms, as well as cash awards and Performance Stock Unit awards with multi-year performance periods. The table below summarizes the components of our fiscal year 2025 executive compensation.
Share Repurchases
| | Pay Element | | | | | | | Salary | Annual Cash Incentive | Long-Term Cash Incentive | Performance Stock Units | Restricted Stock | | Who Receives | All NEOs | All NEOs | All NEOs | All NEOs | All NEOs | | When Granted | Annually | Annually | Annually | Annually | Annually | | Form of Delivery | Cash | Cash | Cash | Equity | Equity | | Performance Type | Short-Term Fixed | Short-Term Variable | Long-Term Variable | Long-Term Variable | Long-Term Fixed | | Performance Period | 1 Year | 1 Year | 3 Years | 3 Years | 3-year Ratable Annual Vesting | | How Payout Determined | Amount Set by Compensation Committee | Formula Determined by Compensation Committee | Formula Determined by Compensation Committee | Formula Determined by Compensation Committee | Amount Determined by Compensation Committee | | Performance Measures | Individual | Consolidated Net Sales; Financing Segment Operating Income; Earnings Before Taxes; Services Gross Profit | Target Increase in Net Sales and Operating Income | Target Increase in Net Sales and Operating Income; Relative Total Shareholder Return (“TSR”) | Time-Based |
Share Repurchases
| Our Executive Compensation Practices | | | What We Do | What We Don’t Do | | ✔ Annual review of our executive compensation programs ✔ Annual advisory vote by shareholders to approve executive compensation programs (say-on-pay) ✔ Periodic market comparison of executive compensation against relevant peer group and survey information ✔ Periodic use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company ✔ Significant percentage of compensation delivered in the form of variable compensation, which is “at-risk” and tied to quantifiable performance measures ✔ Long-term vesting of restricted stock and performance stock units, to align executive and shareholder interests (minimum of three-year vesting) ✔ Long-term performance-based cash and performance stock unit grants ✔ Robust executive officer stock ownership guidelines require NEOs to hold ePlus stock ✔ Clawback policy to recoup erroneously paid incentive compensation | x No excessive executive perquisites x No excessive severance benefits x No supplemental executive retirement plans x No acceleration of unvested stock upon retirement x No hedging or short sales of our securities x No pledging of our securities, except in limited circumstances with pre-approval by the Insider Trading Compliance Officer x No tax gross-ups on benefits (other than as also provided to non-executive officer employees) |
WHAT WE PAY AND WHY
| Annual Cash Incentive Awards |
Cash Incentive Plan Pay for Performance Alignment
Cash Incentive Plan Pay for Performance Alignment Our Compensation Committee annually reviews, and then sets, performance goals under a Cash Incentive Plan, which was adopted by the Compensation Committee in 2018 (“2018 CIP”). During the 2024 fiscal year, short-term performance goals and cash awards were made under our 2018 CIP. The combination of performance goals the Compensation Committee chose for fiscal year 2024 emphasizes factors that the Compensation Committee believes are important to Company strategy, future growth and enhancing shareholder value. The Compensation Committee administers the 2018 CIP and has full authority to determine which of the Company’s executive officers will participate in the 2018 CIP; the terms and amounts of each participant’s minimum, target, and maximum awards; and the period during which the performance is to be measured. On February 19, 2025, the Compensation Committee adopted an amended and restated Cash Incentive Plan (the “2025 CIP”). The 2025 CIP is materially consistent with the terms of the 2018 CIP, with certain updates generally intended to ensure compliance with Internal Revenue Service Code Section 409A. The 2025 CIP is effective for all annual cash incentive awards granted for the Company’s fiscal year beginning April 1, 2025 (i.e., the 2026 fiscal year) and thereafter.
Cash Incentive Awards for Fiscal Year 2025
Cash Incentive Awards for Fiscal Year 2025 For the fiscal year ended March 31, 2025, our NEOs’ annual cash incentive awards were earned pursuant to the 2018 CIP, based on the following financial performance goals: consolidated net sales (20%), financing segment operating income (20%), earnings before taxes (30%), and services gross profit (30%). The award opportunity in fiscal year 2025 was based on a target amount and payouts that range between 0% to 200% of the target award amounts as set forth in each participant’s award agreement, with the payout based on the Company’s actual level of attainment of fiscal 2025 financial performance. Following the completion of the process described in this CD&A under the heading “How We Make Executive Compensation Decisions,” the Compensation Committee set the fiscal 2025 target award for each of ePlus’ executive officers, which for Mr. Marron was increased by 7%, for Ms. Marion was increased by 8% and for Mr. Raiguel was increased by 10%, each relative to fiscal 2024. All three of the participating executive officers had the same financial performance goals and the same performance weights. The fiscal year 2025 financial performance weights and target amounts for each participant were as follows:
Cash Incentive Awards for Fiscal Year 2025
| | Consolidated Net Sales | | Financing Segment Operating Income | | Earnings Before Taxes | | Services Gross Profit | | | | Named Executive Officer | Percentage of Total Bonus | Target Bonus Amount | Percentage of Total Bonus | Target Bonus Amount | Percentage of Total Bonus | Target Bonus Amount | Percentage of Total Bonus | Target Bonus Amount | Total Target Bonus Amount | | Mark P. Marron | 20.0% | $230,000 | 20.0% | $230,000 | 30.0% | $345,000 | 30.0% | $345,000 | $1,150,000 | | Elaine D. Marion | 20.0% | $135,000 | 20.0% | $135,000 | 30.0% | $202,500 | 30.0% | $202,500 | $675,000 | | Darren S. Raiguel | 20.0% | $135,000 | 20.0% | $135,000 | 30.0% | $202,500 | 30.0% | $202,500 | $675,000 |
Cash Incentive Awards for Fiscal Year 2025
The Cash Incentive Award Agreements permit the exclusion of all items of income, gain or loss determined by the Board to be extraordinary or unusual in nature and not incurred or realized in the ordinary course of business, the incentive compensation expensed by ePlus for payments under the 2018 CIP, and any revenue, gain, or loss attributable to the business operations of (i) any entity acquired by us during the fiscal year or (ii) any portion of our business that we divest during the fiscal year. The 2018 CIP further provides that cash payments under the 2018 CIP are subject to recovery by the Company to the extent required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) and the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and any regulations promulgated thereunder. As more fully discussed below, the Company has adopted a Policy for Recoupment of Incentive Compensation. Possible payouts under the 2018 CIP for the fiscal 2025 annual cash incentive award ranged between 0% and 200% of the target amount, depending on the level of achievement of the performance goals for the fiscal year 2025. The financial performance goals for fiscal 2025 were as follows:
Cash Incentive Awards for Fiscal Year 2025
| | Performance Goals | | | | | Performance Level (Dollars in thousands) | Consolidated Net Sales (20%) | Financing Segment Operating Income (20%) | Earnings Before Taxes (30%) | Services Gross Profit (30%) | | Maximum | n/a(1) | n/a(1) | n/a(1) | n/a(1) | | Target | $2,331,170 | $26,778 | $191,650 | $124,398 | | Threshold (75% of Performance Goal) | $1,748,378 | $20,084 | $143,738 | $93,299 | | Below Threshold | < $1,748,378 | < $20,084 | < $143,738 | < $93,299 |
Cash Incentive Awards for Fiscal Year 2025
| (1) The maximum payout of 200% of the target award can be achieved based on the results of one or more of the performance goals. The threshold and escalators for each performance goal are as follows: |
Cash Incentive Awards for Fiscal Year 2025
| Amount of Goal Achieved | Award Amount | | Less than 75% of Goal Target | No award relating to that target | | Between 75% - 100% of Goal Target | Award shall be 50% of target, plus an additional 2.0% for each percentage point over 75% of Goal Target achieved | | 100% of Goal Target | 100% of target for that Goal | | More than 100% of Goal Target | 100% of target for that Goal, plus an additional 5.0% for each percentage point over 100% of Goal Target achieved | | Total Maximum Award for all goals combined | 200% of Target |
Cash Incentive Awards for Fiscal Year 2025
At the conclusion of the fiscal year ended March 31, 2025, the Compensation Committee determined which of the financial objectives described under the 2018 CIP and in the award agreements were achieved. There were no waivers or modifications to any specified performance targets, goals, or conditions with respect to the 2018 CIP or award agreements. The achievement of the financial performance goals is set forth below.
Cash Incentive Awards for Fiscal Year 2025
| Performance Criteria | Goal (1) | Achievement (2) | Amount of Goal Achieved | | Consolidated Net Sales | $2,331,170 | $1,982,224 | 85.0% | | Financing Segment Operating Income | $26,778 | $36,364 | 135.8% | | Earnings Before Taxes | $191,650 | $162,476 | 84.8% | | Services Gross Profit | $124,398 | $118,673 | 95.4% |
Cash Incentive Awards for Fiscal Year 2025
| (1) Performance Criteria achievement were adjusted to exclude (i) the incentive compensation accrued by the Company, and (ii) as relates to mergers and acquisitions activities that occurred during fiscal 2025, transaction related expenses, operating losses related to an acquisition and lost interest on the cash component of the purchase price paid (for an acquisition); the Performance Criteria goals were adjusted to exclude incentive compensation targets. The payout percentage of the total target award earned is 118%. |
Cash Incentive Awards for Fiscal Year 2025
| Named Executive Officer | Total Target Award | Annual Incentive Cash Payment Earned Fiscal Year 2025 | Payout Percentage | | Mark P. Marron | $1,150,000 | $1,356,048 | 118% | | Elaine D. Marion | $675,000 | $795,941 | 118% | | Darren S. Raiguel | $675,000 | $795,941 | 118% |
Cash Incentive Awards for Fiscal Year 2025
The following table details the annual cash incentive award payments earned for the fiscal year ended March 31, 2025, and 2024, respectively (but paid in the subsequent fiscal year) for each NEO:
Cash Incentive Awards for Fiscal Year 2025
| | Annual Incentive Cash Payment Earned Fiscal Year Ended | | | | Named Executive Officer | March 31, 2025 | March 31, 2024 | % Change | | Mark P. Marron | $1,356,048 | $1,158,321 | 17% | | Elaine D. Marion | $795,941 | $673,443 | 18% | | Darren S. Raiguel | $795,941 | $673,443 | 18% |
Cash Incentive Awards for Fiscal Year 2025
| Long-Term Incentive Program |
Cash Incentive Awards for Fiscal Year 2025
Under our 2021 Employee Long-Term Incentive Plan (“2021 Employee LTIP”), the Compensation Committee has the authority to award various forms of long-term incentive compensation grants, such as cash awards, stock options, restricted stock awards, restricted stock units, and performance stock units. The Compensation Committee’s objectives for the fiscal year 2025 long-term equity-based and cash incentive awards to our NEOs were to focus executives on long-term, profitable growth and shareholder value creation linked to the Company’s long-term strategic plan, and to promote the retention of our executives through multi-year vesting requirements. Mr. Marron makes recommendations to the Compensation Committee for cash and equity grants with regard to Ms. Marion and Mr. Raiguel; however, the Compensation Committee deliberates and reaches its own decision regarding grants to all NEOs, including Mr. Marron, who does not participate in any deliberations or votes regarding his own compensation. When determining the level of the grant, the Compensation Committee considers each NEO’s functional and enterprise management responsibilities, contributions to the Company’s profitability and growth, the value of prior long-term incentive grants and other non-cash and cash compensation, regular analysis of how the Company performed on multiple financial metrics as compared to certain peers, information from our independent compensation consultant (if any), and each executive’s total compensation, including cash compensation. However, the Compensation Committee does not use a formula or assign a particular weight to any given factor in determining equity award grant levels. Rather, the Compensation Committee’s determination of grant levels is subjective and informed by relevant data, information and market practices, and the Compensation Committee grants awards that are intended to deliver compensation to the executive at the target performance level (subject to actual performance and irrespective of accounting and tax implications) and in its judgment are reasonably competitive. The Compensation Committee believes that restricted stock and performance stock unit awards help to create incentives for performance and further align the interests of executives with those of shareholders because the stock’s value increases or decreases in conjunction with the Company’s stock price. The Compensation Committee believes that long-term cash performance awards align the interests of executives with those of shareholders because the award’s value is tied to operating metrics that drive long-term shareholder value. In addition, the Compensation Committee believes that granting awards with multi-year vesting periods creates a substantial retention incentive and encourages the NEOs to focus on the Company’s long-term business objectives and stock performance. All outstanding restricted shares vesting for, or granted to, executive officers and other employees during the fiscal year ended March 31, 2025, vest over a three-year period. After conducting the process described above for fiscal year 2025, the Compensation Committee elected to provide the NEOs with a combination of long-term incentive vehicles, including time-based restricted stock, performance-based stock units, and cash performance awards, which are consistent with the award types (and performance metrics) granted to the NEOs for fiscal 2024. In reviewing the competitiveness of the compensation package provided to the NEOs, it was determined that in order to maintain the competitiveness and attractiveness of the compensation package, total target compensation should be increased, primarily through increases to performance-based equity awards (performance based-stock units) and to lesser extent through increases to long-term cash awards (cash performance awards). These vehicles focus NEOs on driving long-term profitable growth and achieving key financial, operational and strategic metrics that are intended to generate long-term value creation for our shareholders. The target value of the restricted stock awards for fiscal 2025 was consistent with the target level provided for fiscal 2024. The target value of the fiscal 2025 performance-based stock unit grant for (i) Mr. Marron increased by 60%, (ii) Ms. Marion increased by 75% and (iii) Mr. Raiguel increased by 67%, each relative to fiscal 2024. The target value of the fiscal 2025 cash performance award for (i) Mr. Marron increased by 27%, (ii) Ms. Marion increased by 33% and (iii) Mr. Raiguel increased by 33%, each relative to fiscal 2024.
Cash Incentive Awards for Fiscal Year 2025
| Element of LTI | | Overview of Design | | Time-Based Restricted Stock | • | Vests in three equal increments on the first three one-year anniversaries of the grant | | Performance Stock Units | • | Award tied to Relative TSR (10% of award), based on the Russell 2000 Index, growth in operating income (45% of award), and growth in net sales (45% of award) | | | • | Three-year performance period | | | • | Vesting and payout can range between 0% and 200% of target award | | Cash Performance Award | • | Award is tied to achievement of growth in operating income (50% of award) and growth in net sales (50% of award) | | | • | Three-year performance period | | | • | Payout occurs at end of three-year performance period | | | • | Payout can range between 0% and 150% of target award |
Cash Incentive Awards for Fiscal Year 2025
The table below shows the long-term incentive award values granted (at the target level of performance) for fiscal year 2025 for each of the NEOs:
Cash Incentive Awards for Fiscal Year 2025
| Named Executive Officer | Time-Based Restricted Stock (1) | Performance Stock Units (2) | Cash Performance Award (3) | Total Value | | Mark P. Marron | $2,199,951 | $799,930 | $350,000 | $3,349,881 | | Elaine D. Marion | $1,349,958 | $349,974 | $200,000 | $1,899,932 | | Darren S. Raiguel | $1,349,958 | $374,950 | $200,000 | $1,924,908 |
Cash Incentive Awards for Fiscal Year 2025
| (1) Award amounts for Time-Based Restricted Stock is based on $72.68 which was the closing price of our common stock on June 14, 2024, the date of the award. |
Cash Incentive Awards for Fiscal Year 2025
| (2) Award amounts for Performance Stock Units is based on $78.54, which was the closing price of our common stock on March 28, 2024, the date of the award. The three categories of performance goals to be achieved during the performance period, which will be assessed at the end of the performance period, are as follows: (a) 45% of the Performance Stock Units will be based on the Company’s actual operating income relative to a targeted growth over the performance period; (b) 45% of the Performance Stock Units will be based on the Company’s actual net sales relative to a targeted growth over the performance period; and (c) 10% of the Performance Stock Units will be based on the Company’s total shareholder return relative to the Russell 2000 Index (the “Relative TSR Metric”). The performance period is April 1, 2024, to March 31, 2027. Amounts and percentages shown are the target amounts and represent the amount of compensation intended by the Compensation Committee to be delivered to the NEO (subject to actual performance and irrespective of accounting and tax implications). The threshold and escalator for the Performance Stock Units are as follows: |
Cash Incentive Awards for Fiscal Year 2025
| Amount of Goal Achieved | Award Amount | | Less than 50% of Performance Target achieved | No Performance Award relating to that Performance Target goal | | Between 50% - 100% of Performance Target achieved | Performance Award shall be 50%, plus an additional 1.0% for each percentage point over 50% of Performance Target achieved | | More than 100% of Performance Target achieved | Performance Award shall be 100%, plus an additional 5.0% for each percentabe point over 100% of Performance Target achieved, subjet to the Total Maximum Awarded PSUs | | Total Maximum Vested Awarded PSUs (for all goals combined) | 200% of the Awarded PSUs |
Cash Incentive Awards for Fiscal Year 2025
| (3) The two categories of performance goals to be achieved during the performance period, which will be assessed at the end of the performance period, are as follows: (1) 50% of the Cash Performance Awards will be based on the Company’s actual operating income relative to a targeted growth over the performance period and (2) 50% of the Cash Performance Awards will be based on the Company’s actual net sales relative to a targeted growth over the performance period. The performance period for the Cash Performance Awards is April 1, 2024 – March 31, 2027. Amounts and percentages shown are the target amounts and represent the amount of compensation intended by the Compensation Committee to be delivered to the NEO (subject to actual performance and irrespective of accounting and tax implications). The threshold and escalators for the Cash Performance Awards are as follows: |
Cash Incentive Awards for Fiscal Year 2025
| Amount of Goal Achieved | Award Amount | | Less than 75% of Goal Target | No award relating to that target | | Between 75% - 100% of Goal Target | Award shall be 50% of target, plus an additional 2.0% for each percentage point over 75% of Goal Target achieved | | 100% of Goal Target | 100% of target for that Goal | | More than 100% of Goal Target | 100% of target for that Goal, plus an additional 5.0% for each percentage point over 100% of Goal Target achieved | | Total Maximum Award for all goals combined | 150% of Target |
Cash Incentive Awards for Fiscal Year 2025
Vested Long-Term Cash Performance Awards Completed (Performance Period April 1, 2022 – March 31, 2025) Our Compensation Committee granted long-term cash performance awards in fiscal year 2023 that pay out based on specific pre-established performance goals of growth in operating income (50% of award) and growth in net sales (50% of award). Performance was measured over the three-fiscal-year performance period ending March 31, 2025. At the conclusion of the fiscal year ended March 31, 2025, the Compensation Committee determined that the financial objectives described under the long-term cash performance award agreements for the performance period of April 1, 2022, through March 31, 2025, were achieved at the levels indicated in the table below, generating the indicated payouts under these long-term cash performance awards. There were no waivers or modifications to any specified performance targets, goals, or conditions with respect to the award agreements. The achievement of the financial performance goals is set forth below.
Cash Incentive Awards for Fiscal Year 2025
| Performance Criteria | Goal (1) | Achievement (2) | Amount of Goal Achieved | | Increase in operating income from April 1, 2022, to March 31, 2025 | $176,778 | $149,889 | 84.8% | | Increase in net sales from April 1, 2022, to March 31, 2025 | $2,039,541 | $1,889,137 | 92.6% |
Cash Incentive Awards for Fiscal Year 2025
| (1) The operating income goal represents a 20% growth target for operating income over the three-year performance period. The net sales goal represents a 12% growth target for net sales over the three-year performance period. |
Cash Incentive Awards for Fiscal Year 2025
| (2) The achievement of the performance criteria was adjusted to exclude the following types of income and expenses related to mergers and acquisitions activities that occurred during three-year performance period ending in fiscal 2025: transaction related expenses, operating losses related to acquisitions and lost interest on the cash component of the purchase price paid (for acquisitions). The Payout earned and Payout Percentage relative to the Total Target Award is set forth in the table below: |
Cash Incentive Awards for Fiscal Year 2025
| Named Executive Officer | Total Target Award | Long-Term Cash Payment Earned Performance Period April 1, 2022 to March 31, 2025 | Payout Percentage | | Mark P. Marron | $275,000 | $212,891 | 77% | | Elaine D. Marion | $150,000 | $116,122 | 77% | | Darren S. Raiguel | $150,000 | $116,122 | 77% |
Cash Incentive Awards for Fiscal Year 2025
The following table details the payments earned during the three-fiscal-year periods ended March 31, 2025, and March 31, 2024, respectively, (but paid in the subsequent fiscal year) for each NEO:
Cash Incentive Awards for Fiscal Year 2025
| | Long-Term Cash Payment Earned Performance Period | | | | Named Executive Officer | April 1, 2022 to March 31, 2025 | April 1, 2021 to March 31, 2024 | % Change | | Mark P. Marron | $212,891 | $412,500 | (48%) | | Elaine D. Marion | $116,122 | $225,000 | (48%) | | Darren S. Raiguel | $116,122 | $225,000 | (48%) |
Cash Incentive Awards for Fiscal Year 2025
More information about the long-term incentive awards granted to each NEO in fiscal year 2025 are set forth in “2025 Grants of Plan-Based Awards.”
Severance and Change in Control Provisions
Severance and Change in Control Provisions Severance and change in control provisions are designed to facilitate our ability to attract and retain executives as we compete for talented employees in a marketplace where such protections are frequently offered. Severance benefits are designed to provide benefits to ease an executive’s transition following an employment termination by the Company due to changes in our employment needs. Additionally, severance agreements increase the enforceability of non-competition provisions to which all of our executives are contractually bound. Change in control benefits are intended to encourage executives to remain focused on the Company’s business in the event of rumored or actual fundamental corporate changes. Both severance and change in control benefits are often an important part of an executive’s compensation package. See further details under the section entitled “Employment Agreements, Severance, and Change in Control Provisions.”
Clawback Policy
Clawback Policy Our executive compensation arrangements with our NEOs, including our 2018 CIP (as well as our 2025 CIP), our 2021 Employee Long-Term Incentive Plan, employment agreements, long-term cash performance awards, and Performance Stock Unit awards provide that bonuses or other compensation are subject to recovery by the Company to the extent required by Dodd-Frank and Sarbanes-Oxley, and any regulations promulgated thereunder. This provision does not apply to base salary, or to time-vested restricted stock which is not awarded, granted, or vested based on financial measures required to be reported under the securities laws. The 2018 CIP includes a provision for an adjusted award if it is determined that an award was paid based on incorrect financial results, and permits the Compensation Committee to lower the amount of such payment so that it reflects the amount that would have been paid based on the correct financial results and require, to the extent permitted by law, the participant to reimburse to the Company any amount received with respect to such an award. The 2018 CIP also provides that cash payments under the plan are subject to recovery by the Company to the extent required by Dodd-Frank and Sarbanes-Oxley, and any regulations promulgated thereunder. Our 2021 Employee LTIP provides that awards shall be subject to Company policies and applicable statutes, rules or regulations regarding recoupment or clawback as may be in effect from time to time, and that if for any reason our financial statements must be restated for any part of a performance period, as result of material noncompliance with accounting requirements, and the vesting or amount of an award for a participant would be materially affected by information changed in such financial statements, then such Award will be forfeited, and be repaid to us, in such amount or to such extent as the Compensation Committee shall determine. During our fiscal year ended March 31, 2024, NASDAQ listing standards became effective which required the development and implementation of the clawback policy mandated by Dodd-Frank. Our Board accordingly adopted and maintains a stand-alone Policy for Recoupment of Incentive Compensation (the “Recoupment Policy”), which complements the recoupment provisions in the 2018 CIP, the 2025 CIP and the 2021 Employee LTIP. Performance-based award agreements entered into after the effective date of the listing standards include specific recoupment language consistent with our Recoupment Policy and these listing standards.
Tax and Accounting Considerations
Tax and Accounting Considerations Deductibility of Executive Compensation When designing compensation plans, the Compensation Committee takes into consideration any changes to Internal Revenue Code (“IRC”) Section 162(m), as applicable. The Company believes that tax deductibility of compensation is an important factor, but not the sole factor, to be considered in setting executive compensation policy, and the Compensation Committee has authorized payments that are not deductible for federal income tax purposes when it believes that such payments are appropriate to attract, retain, and incentivize executive talent. Our executive employment agreements provide that, if a severance payment is subject to the excise tax provided in IRC Section 280G, the executive will receive a lesser payment if he or she would receive a greater after-tax benefit, which will better enable the Company to obtain a tax deduction. Our long-term Performance Cash Award agreements include a similar provision. Accounting Considerations Accounting considerations also play a role in the design of our executive compensation programs and policies. Codification Topic Compensation—Stock Compensation requires us to expense the cost of stock-based compensation awards. We consider the relative impact of the expense, in addition to other factors such as shareholder dilution, retentive impact, motivational impact, and the overall competitiveness of compensation packages when selecting long-term equity incentive instruments.
Role of the Chief Executive Officer
Role of the Chief Executive Officer Our CEO, Mr. Marron, oversees the implementation and administration of our executive compensation program during the fiscal year. Mr. Marron recommended the overall structure for our executive compensation program for fiscal year 2025, including base salary, metrics for the 2018 CIP award agreements for fiscal year 2025, metrics for the long-term cash awards made pursuant to our 2021 Employee LTIP for the performance period ending as of the end of fiscal year 2025, metrics for our Performance Stock Unit awards granted during fiscal year 2025, and the amount and vesting schedule of equity awards that were granted during 2025. The final decisions regarding executive equity compensation were, however, made by the Compensation Committee, and decisions regarding base salary were made by the Board, with Mr. Marron’s abstaining from votes relating to his compensation. In all cases, the CEO is not present during any deliberations or voting regarding his own compensation.
Role of the Chief Executive Officer
| Guidance from the Compensation Committee’s Independent Compensation Consultant |
Role of the Chief Executive Officer
An independent compensation consultant, Pay Governance LLC (the “Compensation Consultant”), was retained by the Compensation Committee in February 2023. The Compensation Committee reviewed the independence of the Compensation Consultant under Nasdaq and SEC rules, and concluded that the work of the Compensation Consultant has not raised any conflict of interest. The Compensation Consultant is engaged directly by the Compensation Committee. The Compensation Consultant assisted the Compensation Committee with developing a publicly traded peer group for benchmarking executive pay levels and design, reviewing incentive plan design practices and recommending changes to incentive plans, and analyzing target compensation levels for executive officers relative to peer group companies and relevant published survey sources. The Compensation Committee approves the compensation for the NEOs based on its own evaluation, input from our CEO, internal pay equity considerations, the tenure, role, and performance of each NEO, as well as input from the compensation consultant and market data. The CEO is not present during any deliberations or voting regarding his own compensation.
Role of the Chief Executive Officer
| Comparison Peer Groups |
Role of the Chief Executive Officer
The Compensation Committee periodically reviews the compensation practices of peer companies as part of its decision-making process so it can set total compensation levels that it believes are reasonably competitive. In March 2023, the Compensation Committee, with the assistance of the Compensation Consultant, determined a new peer group. In selecting the peer group, the Compensation Committee considered potential peers’ primary industry, total revenue, market capitalization, gross margin, operating income margin, number of employees, and cumulative Total Shareholder Return (“TSR”) on a 1-year, 3-year and 5-year basis. The Compensation Committee also considered the pay practices of two additional companies from a design standpoint only.
Role of the Chief Executive Officer
| Peer Group | | | | CACI International Inc. | EPAM Systems, Inc. | ASGN Incorporated | | Amdocs Limited† | ScanSource, Inc. | PC Connection, Inc. | | Pure Storage, Inc. | Unisys Corporation* | Itron, Inc. | | ICF International, Inc.* | Thoughtworks Holding, Inc. | CSG Systems Internationals, Inc.* | | Perficient, Inc.* ‡ | StarTek, Inc.* ‡ | Climb Global Solutions, Inc. |
Role of the Chief Executive Officer
| ‡ Indicates that the company was acquired subsequent to the selection of the peer group in March 2023. Such companies were accordingly not factored into compensation-related decisions by the Compensation Committee for fiscal 2025. |
Role of the Chief Executive Officer
The above peer group was used for compensation-related decisions for the fiscal year ended March 31, 2025. The Compensation Consultant also provided a secondary market reference, Mercer’s 2022 U.S. Executive Benchmark Database, which was size-adjusted using regression data to approximate ePlus’ then-current revenue of $1.8 billion. The Compensation Committee considered this broad range of data to ascertain where the compensation for our executive officers is positioned with respect to the median to properly reflect various factors, such as our Company’s performance, the unique characteristics of each executive’s position, and applicable retention considerations. The Compensation Committee does not set compensation components to meet specific benchmarks, such as targeting salaries “above the median” or equity compensation at a particular percentile.
2025 EXECUTIVE COMPENSATION
| 2025 Summary Compensation Table |
2025 EXECUTIVE COMPENSATION
| Name and Principal Position | Fiscal Year | Salary | Stock Awards (1) | Non-Equity Incentive Plan Compensation (2) | All Other Compensation (3) | Total | | Mark P. Marron – President and Chief Executive Officer | 2025 | $975,000 | $3,799,811 | $1,568,939 | $63,800 | $6,407,550 | | | 2024 | $925,000 | $3,199,831 | $1,570,821 | $26,443 | $5,722,095 | | | 2023 | $916,500 | $2,199,967 | $1,283,627 | $22,131 | $4,422,225 | | Elaine D. Marion – Chief Financial Officer | 2025 | $525,000 | $2,049,906 | $912,063 | $71,019 | $3,557,988 | | | 2024 | $500,000 | $1,749,877 | $898,443 | $15,945 | $3,164,265 | | | 2023 | $495,750 | $1,349,994 | $681,690 | $51,452 | $2,578,886 | | Darren S. Raiguel – Chief Operating Officer | 2025 | $550,000 | $2,099,858 | $912,063 | $50,994 | $3,612,915 | | | 2024 | $525,000 | $1,799,913 | $898,443 | $15,609 | $3,238,965 | | | 2023 | $495,750 | $1,349,994 | $681,690 | $58,096 | $2,585,530 |
2025 EXECUTIVE COMPENSATION
| 2025 Grants of Plan-Based Awards Table |
2025 EXECUTIVE COMPENSATION
| Outstanding Equity Awards at 2025 Fiscal Year End |
2025 EXECUTIVE COMPENSATION
| Fiscal Year 2025 Options Exercised and Stock Vested |
Employment Agreement Terms
Employment Agreement Terms Mark P. Marron Chief Executive Officer
Employment Agreement Terms
| • | Mr. Marron’s currently effective agreement was amended and restated on December 12, 2017, and thereafter amended. Pursuant to such agreement (and the Compensation Committee’s and Board’s discretion to increase base salary), Mr. Marron’s current base salary is $975,000. |
Employment Agreement Terms
| • | Mr. Marron’s agreement had an initial termination date of January 31, 2018; however, the agreement contains automatic two-year successive renewal periods unless either party terminates the agreement 60 days prior to the end of the then-current term. As no notice of termination was provided, the expiration date of his agreement is now January 31, 2026. |
Employment Agreement Terms
Elaine D. Marion Chief Financial Officer
Employment Agreement Terms
| • | Ms. Marion’s employment agreement was amended and restated on December 12, 2017. Pursuant to such agreement (and the Compensation Committee’s and Board’s discretion to increase base salary), Ms. Marion’s current base salary is $540,000. |
Employment Agreement Terms
| • | Ms. Marion’s agreement had an initial termination date of July 31, 2018; however, the agreement contains automatic one-year successive renewal periods unless either party terminates the agreement 60 days prior to the end of the then-current term. As no notice of termination was provided, the expiration date of her agreement is now July 31, 2027. |
Employment Agreement Terms
Darren S. Raiguel Chief Operating Officer
Employment Agreement Terms
| • | Mr. Raiguel’s employment agreement was effective as of May 7, 2018. Pursuant to such agreement (and the Compensation Committee’s and Board’s discretion to increase base salary), Mr. Raiguel’s current base salary is $565,000. |
Employment Agreement Terms
| • | Mr. Raiguel’s agreement had an initial termination date of July 31, 2019; however, the agreement contains automatic one-year successive renewal periods unless either party terminates the agreement 60 days prior to the end of the then-current term. As no notice of termination was provided, the expiration date of his agreement is now July 31, 2027. |
Termination Events
| 2025 Pay Ratio Disclosure |
Termination Events
| Median Employee Total Annual Compensation | Mr. Marron’s Total Annual Compensation | Pay Ratio | | $112,188 | $6,407,550 | 57.1 to 1 |
Termination Events
| Pay Versus Performance |
Termination Events
| Fiscal Year | Summary Compensation Table Total to PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ thousands) | Operating Income ($ thousands) | | | | | | | Company TSR | Peer Group TSR | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2025 | $6,407,550 | $5,162,781 | $3,585,452 | $2,822,767 | $194.92 | $171.67 | $107,978 | $141,413 | | 2024 | $5,722,095 | $8,069,037 | $3,201,615 | $4,631,112 | $250.85 | $198.64 | $115,776 | $158,257 | | 2023 | $4,422,225 | $3,767,495 | $2,582,208 | $2,185,745 | $156.63 | $187.37 | $119,356 | $166,162 | | 2022 | $4,900,118 | $5,466,517 | $2,769,308 | $3,119,485 | $179.05 | $197.49 | $105,600 | $147,316 | | 2021 | $3,839,946 | $5,480,397 | $2,121,791 | $3,072,398 | $159.12 | $192.68 | $74,397 | $106,335 |
Termination Events
| (b) Compensation actually paid to our President and Chief Executive Officer for each period presented, as computed in accordance with SEC rules, does not reflect the actual amount of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from the total compensation reported in the “2025 Summary Compensation Table” for each fiscal year as shown below. The fair value of equity awards was determined using methodologies and assumption developed in a manner substantively consistent with those used to determine the grant date fair value of such awards in accordance with Codification Topic Compensation – Stock Compensation. |
Termination Events
| (d) Average compensation actually paid to our NEOs (excluding the President and Chief Executive Officer) for each period presented, as computed in accordance with SEC rules, does not reflect the actual amount of compensation earned or received during the applicable fiscal year. In accordance with SEC rules, these amounts differ from the average total compensation reported in the “2025 Summary Compensation Table” for each fiscal year as shown below. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards in accordance with Codification Topic Compensation – Stock Compensation. |
Pay Versus Performance Relationship Descriptions
Pay Versus Performance Relationship Descriptions The charts below illustrate the relationship between the PEO and average Non-PEO Compensation Actually Paid (“CAP”) amounts and the S&P 600 Small Cap Information Technology Group’s (our “TSR Peer Group”) TSR during the periods ended March 31, 2021, 2022, 2023, 2024 and 2025. The chart below demonstrates the relationship between CAP amounts for our PEO and non-PEO executive officers and our net income. The chart below demonstrates the relationship between CAP amounts for our PEO and non-PEO executive officers and our operating income.