☒ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to |
☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. |
☐ | Check |
When: | Where: |
The 2520 Wasser Terrace Herndon, Virginia 20171 |
1. |
2. | Approve an advisory vote on our named executive officers’ compensation as disclosed in the proxy statement; |
3. | Ratify the selection of our independent registered accounting firm; |
4. | Approve an amendment to |
By Order of the Board of Directors | |
Erica S. Stoecker | |
Corporate Secretary, General Counsel & Chief Compliance Officer |
IMPORTANT NOTICE ePlus’ proxy statement for the are Available Online at www.edocumentview.com/plus. |
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A-1 |
Who: | Shareholders as of the Record Date, July 21, 2023 |
What: | See detailed Proposals on pages 12, 23, 47, and 49, and summaries below |
When: | September 14, 2023, 8:30 a.m. ET |
Where: | The Westin Washington Dulles Airport, 2520 Wasser Terrace, Herndon, Virginia, 20171 |
How: | Internet/Mobile, Telephone, Mail, In Person (see Voting Information beginning on page 3 for details) |
ePlus Director Nominees for the 2023 Annual Meeting | ||||||
Board Committees | ||||||
Name | Age | Audit | Compensation | Nominating& Corporate Governance | Number of Other Public Company Boards | Independent Director |
Renée Bergeron | 60 | ✔ | ✔ | 0 | ✔ | |
Bruce M. Bowen | 71 | 0 | ✔ | |||
John E. Callies | 69 | ✔ | Chair | 0 | ✔ | |
C. Thomas Faulders, III, Chairman | 73 | ✔ | ✔ | 0 | ✔ | |
Eric D. Hovde | 59 | ✔ | ✔ | 0 | ✔ | |
Ira A. Hunt, III | 67 | ✔ | ✔ | 0 | ✔ | |
Mark P. Marron, CEO and President | 62 | 0 | ||||
Maureen F. Morrison | 69 | Chair | ✔ | 1 | ✔ | |
Ben Xiang | 38 | ✔ | Chair | 0 | ✔ |
More Information | Board Recommendation | ||
1 | Election of Directors | Page 12 | FOR each Director Nominee |
2 | Advisory Vote to Approve Named Executive Officers’ Compensation | Page 23 | FOR |
3 | Ratification of Independent Registered Public Accounting Firm | Page 47 | FOR |
4 | Amendment to the ePlus inc. Charter | Page 49 | FOR |
• |
Proposal | Vote Required for Approval(1) | Effect of Abstentions | Effect of Broker Non-Votes | ||||
1 | Election of Directors | “FOR” votes of a plurality of the shares present in person or represented by proxy and entitled to vote | None; not counted as a “vote cast” | None; not counted as a “vote cast” | |||
2 | Advisory Vote to Approve Named Executive Officers’ Compensation | “FOR” votes of a majority of the shares present in person or represented by proxy and entitled to vote | Vote AGAINST | None; not counted as a “vote cast” | |||
3 | Ratification of Independent Registered Public Accounting Firm | “FOR” votes of a majority of the shares present in person or represented by proxy and entitled to vote | Vote AGAINST | Brokers and other nominees may vote;(2) Broker non-votes are not expected | |||
4 | Amendment to the ePlus inc. Charter | “FOR” votes of the holders of a majority of the outstanding shares entitled to vote | Vote AGAINST | Vote AGAINST |
AuditCommittee | |
Chair: Maureen F. Morrison Other Committee Members: John E. Callies, C. Thomas Faulders, Ben Xiang Meetings Held in Fiscal Year 2023: 7 Independence: Each Audit Committee member meets the audit committee independence requirements of Nasdaq and the rules of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) . Qualifications: Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. In addition, the Board has determined that C. Thomas Faulders and Maureen F. Morrison meet the definition of an “audit committee financial expert” under the Exchange Act rules. | Primary Responsibilities: Our Audit Committee is responsible for, among other things: (1) appointing, compensating, retaining, and overseeing the work of the independent auditor engaged to prepare or issue audit reports and perform other audit, review, or attest services for the Company; (2) discussing the annual audited financial statements with management and the Company’s independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”), and recommending to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K; (3) discussing the Company’s unaudited financial statements and related footnotes and the MD&A portion of the Company’s Form 10-Q for each interim quarter with management and the independent auditor; (4) overseeing the Company’s internal audit function; and (5) discussing the earnings press releases and financial information and earnings guidance, if any, provided to analysts and rating agencies with management and/or the independent auditor, as appropriate. |
CompensationCommittee | |
Chair: John E. Callies Other Committee Members: Renée Bergeron, C. Thomas Faulders, Eric D. Hovde, Ira A. Hunt Renée Bergeron’s service on the Compensation Committee began on November 8, 2022. Ben Xiang also served on the Compensation Committee during the fiscal year ended March 31, 2023, until June 13, 2023. Meetings Held in Fiscal Year 2023: 7 Independence: Each member of the Compensation Committee meets the compensation committee independence requirements of Nasdaq and the Exchange Act rules, as well as the non-employee director requirements of Exchange Act Rule 16b-3, and the outside director requirements under the Internal Revenue Code (“IRC”) Section 162(m). | Primary Responsibilities: Our Compensation Committee is responsible for, among other things: (1) reviewing and approving, and recommending for Board ratification (as relates to the CEO), the corporate goals and objectives applicable to the compensation of the Company’s CEO and other executive officers; (2) reviewing and approving and, if required by law, recommending for Board approval incentive compensation and equity-based plans, and, where appropriate or required, recommending such plans for shareholder approval; (3) reviewing the Company’s incentive compensation arrangements relating to executive officer compensation to determine whether they encourage excessive risk-taking, reviewing and discussing the relationship between risk management policies and practices related to executive compensation, and evaluating policies and practices that could mitigate any such risk; (4) reviewing and discussing with management the Compensation Discussion and Analysis (“CD&A”) and related executive compensation information, and recommending the same for inclusion in the Company’s proxy statement or Annual Report; (5) reviewing and recommending for Board approval the frequency with which the Company conducts Say on Pay votes, and approving proposals regarding the Say on Pay Vote; (6) directly responsible for the appointing, compensating, and overseeing of any work of any compensation consultant, legal counsel, or other advisor the Committee retains; (7) overseeing management’s development and succession planning and reviewing and discussing the same with the Board; and (8) reviewing and approving, and recommending for Board ratification, employment agreements and severance/change in control agreements for the Company’s executive officers. |
Nominating and Corporate Governance Committee | |
Chair: Ben Xiang (effective June 13, 2023) Other Committee Members: Renée Bergeron, Eric D. Hovde (chair until June 13, 2023), Ira A. Hunt, Maureen F. Morrison Renée Bergeron’s service on the Nominating and Corporate Governance Committee began on November 8, 2022. Ben Xiang’s service on the Nominating and Corporate Governance Committee began on June 13, 2023. Meetings Held in Fiscal Year 2023: 4 Independence: Each member of the Nominating and Corporate Governance Committee meets Nasdaq’s independence requirements. | Primary Responsibilities: Our Nominating and Corporate Governance Committee is responsible for, among other things: (1) selecting and recommending nominees for director to the Board; (2) recommending committee composition to the Board; (3) overseeing the annual performance self-assessment of the Board and each of its committees; (4) reviewing and recommending compensation of non-employee directors to the Board; (5) reviewing our related person transaction policy, and any related person transactions; and (6) reviewing and assessing the adequacy of our corporate governance framework, including our Charter, Bylaws, and Corporate Governance Guidelines, and making recommendations to the Board as appropriate. |
• | Specific skills and experience that align with ePlus’ strategic direction and operational initiatives, and complements the Board’s overall composition; |
• | Enthusiasm about ePlus and sufficient time to become fully engaged. |
Renée Bergeron Independent Director Age 60 | Director of ePlus since 2022 Committees: Compensation Nominating and Corporate Governance Other Public Company Directorships: None |
Bruce M. Bowen Independent Director Age 71 | Director of ePlus since 1990 Committees: None Other Public Company Directorships: None |
John E. Callies Independent Director Age 69 | Director of ePlus since 2010 Committees: Audit Compensation (Chair) Other Public Company Directorships: None |
C. Thomas Faulders, III Independent Director and Chairman Age 73 | Director of ePlus since 1998 Committees: Audit Compensation Other Public Company Directorships: None |
Eric D. Hovde Independent Director Age 59 | Director of ePlus since 2006 Committees: Compensation Nominating and Corporate Governance Other Public Company Directorships: None |
Ira A. Hunt, III Independent Director Age 67 | Director of ePlus since 2014 Committees: Compensation Nominating and Corporate Governance Other Public Company Directorships: None |
Mark P. Marron Director, CEO and President Age 62 | Director of ePlus since 2018 Committees: None Other Public Company Directorships: None |
Maureen F. Morrison Independent Director Age 69 | Director of ePlus since 2018 Committees: Audit (Chair) Nominating and Corporate Governance Other Public Company Directorships: Asbury Automotive Group Inc. (NYSE: ABG) |
Ben Xiang Independent Director Age 38 | Director of ePlus since 2019 Committees: Audit Nominating and Corporate Governance (Chair) Other Public Company Directorships: None |
Name | Fees Earned or Paid in Cash (1) | Stock Awards (2)(3) | Option Awards | All Other Compensation | Total | |||||||||||||||
Renée Bergeron | $ | 40,313 | $ | 81,182 | $ | - | $ | - | $ | 121,495 | ||||||||||
Bruce M. Bowen | $ | 86,250 | $ | 83,414 | $ | - | $ | - | $ | 169,664 | ||||||||||
John E. Callies | $ | 86,250 | $ | 83,414 | $ | - | $ | - | $ | 169,664 | ||||||||||
C. Thomas Faulders, III | $ | 136,250 | $ | 83,414 | $ | - | $ | - | $ | 219,664 | ||||||||||
Eric D. Hovde | $ | 86,250 | $ | 83,414 | $ | - | $ | - | $ | 169,664 | ||||||||||
Ira A. Hunt, III | $ | 86,250 | $ | 83,414 | $ | - | $ | - | $ | 169,664 | ||||||||||
Maureen F. Morrison | $ | 86,250 | $ | 83,414 | $ | - | $ | - | $ | 169,664 | ||||||||||
Ben Xiang | $ | 86,250 | $ | 83,414 | $ | - | $ | - | $ | 169,664 |
(1) | The above table reflects fees earned during the fiscal year 2023. Pursuant to our 2017 Director LTIP, directors may make a stock fee election, through which they receive shares of stock in lieu of cash compensation. The stock fee elections are made on a calendar year basis, and the stock grant is made on the first business day after the end of each quarter of board service. The number of shares received is determined by dividing the cash compensation earned quarterly by directors ($21,562.50 during our fiscal year ended March 31, 2023) by the Fair Market Value of a share of common stock, as defined in the 2017 Director LTIP, and rounding down to avoid the issuance of a fractional share. |
Board Service Time | Number of Shares Granted |
April 1, 2022 - June 30, 2022 | 408 |
July 1, 2022 - September 30, 2022 | 507 |
October 1, 2022 - December 31, 2022 | 481 |
January 1, 2023 - March 31, 2023 | 431 |
(2) | The values in this column represent the aggregate grant date fair market values of the fiscal year 2023 restricted stock awards, computed in accordance with Codification Topic Compensation—Stock Compensation. |
(3) | The table below reflects the aggregate number of unvested restricted stock shares outstanding as of March 31, 2023, for each director except Mr. Marron, whose compensation is in the Summary Compensation Table. |
Name | Unvested Restricted Shares |
Renée Bergeron | 1,874 |
Bruce M. Bowen | 2,840 |
John E. Callies | 2,840 |
C. Thomas Faulders, III | 2,840 |
Eric D. Hovde | 2,840 |
Ira A. Hunt, III | 2,840 |
Maureen F. Morrison | 2,840 |
Ben Xiang | 2,840 |
• | each member of our Board of Directors, each director nominee, and each of our named executive officers (“NEO”); |
Name (1) | Aggregate Number of Beneficial Shares | Percent of Outstanding Shares | Additional Information (2) |
Bruce M. Bowen | 14,623 | * | Includes 6,600 shares of common stock held by Bowen Holdings LLC, a Virginia limited liability company, which is owned by Mr. Bowen and his three adult children, for which shares Mr. Bowen serves as manager. Also includes (a) 1,042 shares held by the Elizabeth Dederich Bowen Trust (b) 3,802 shares held by the Bruce Montague Bowen Trust, and (c) 1,637 shares of restricted stock that has not vested as of September 24, 2021. |
John E. Callies | 10,161 | * | Includes 1,637 shares of restricted stock that has not vested as of September 24, 2021. |
C. Thomas Faulders, III | 20,681 | * | Includes 1,637 shares of restricted stock that has not vested as of September 24, 2021. |
Eric D. Hovde | 49,031 | * | Includes 1,637 shares of restricted stock that has not vested as of September 24, 2021. Mr. Hovde is the managing member of Hovde Capital, Ltd., the general partner to Financial Institution Partners III LP, which owns 10,198 shares. Mr. Hovde is a trustee of The Eric D. and Steven D. Hovde Foundation, which owns 9,277 shares. |
Ira A. Hunt, III | 10,141 | * | Includes 1,637 shares of restricted stock that has not vested as of September 24, 2021. |
Maureen F. Morrison | 3,157 | * | Includes 1,637 shares of restricted stock that has not vested as of September 24, 2021. |
Ben Xiang | 2,321 | * | Includes 1,637 shares of restricted stock that has not vested as of September 24, 2021. |
Mark P. Marron | 86,356 | * | Includes (a) 46,446 shares of restricted stock that has not vested as of September 24, 2021, (b) 36,320 shares held in trust, and (c) 3,590 shares held in trust for Mr. Marron's dependent children. |
Elaine D. Marion | 57,792 | * | Includes (a) 30,222 shares held in trust, (b) 27,358 shares of restricted stock that has not vested as of September 24, 2021, and 212 shares held in an IRA. |
Darren S. Raiguel | 44,645 | * | Includes (a) 17,287 shares held in trust, and (b) 27,358 shares of restricted stock that has not vested as of September 24, 2021. |
All directors and executive officers as a group (10 persons) | 298,908 | 2.18% |
Name (1) | Aggregate Number of Beneficial Shares | Percent of Outstanding Shares | Additional Information (2) |
Renée Bergeron | 1,874 | * | Includes 1,874 shares of restricted stock that have not vested as of July 21, 2023. |
Bruce M. Bowen | 36,235 | * | Includes 13,200 shares of common stock held by Bowen Holdings LLC, a Virginia limited liability company, which is owned by Mr. Bowen and his three adult children, of which Mr. Bowen serves as manager. Also includes (a) 2,084 shares held by the Elizabeth Dederich Bowen Trust in which Mr. Bowen's spouse serves as trustee, (b) 17,727 shares held by the Bruce Montague Bowen Trust in which Mr. Bowen serves as trustee, and (c) 2,840 shares of restricted stock that have not vested as of July 21, 2023. |
John E. Callies | 20,448 | * | Includes 2,840 shares of restricted stock that have not vested as of July 21, 2023. |
C. Thomas Faulders, III | 44,988 | * | Includes 2,840 shares of restricted stock that have not vested as of July 21, 2023. |
Eric D. Hovde | 86,599 | * | Includes 2,840 shares of restricted stock that have not vested as of July 21, 2023. Mr. Hovde is the managing member of Hovde Capital, Ltd., the general partner to Financial Institution Partners III LP, which owns 20,396 shares. Mr. Hovde is a trustee of The Eric D. and Steven D. Hovde Foundation, which owns 10,000 shares. |
Ira A. Hunt, III | 23,908 | * | Includes 2,840 shares of restricted stock that have not vested as of July 21, 2023. |
Maureen F. Morrison | 9,940 | * | Includes 2,840 shares of restricted stock that have not vested as of July 21, 2023. |
Ben Xiang | 8,268 | * | Includes 2,840 shares of restricted stock that have not vested as of July 21, 2023. |
Mark P. Marron | 195,330 | * | Includes (a) 78,874 shares of restricted stock that have not vested as of July 21, 2023, (b) 112,227 shares held in a revocable trust in which Mr. Marron serves as trustee, and (c) 4,229 shares held in trust for Mr. Marron's dependent child. |
Elaine D. Marion | 117,781 | * | Includes (a) 69,155 shares held in a revocable trust in which Ms. Marion serves as trustee, (b) 48,202 shares of restricted stock that have not vested as of July 21, 2023, and (c) 424 shares held in an IRA. |
Darren S. Raiguel | 108,767 | * | Includes (a) 60,434 shares held in a revocable trust in which Mr. Raiguel serves as trustee, and (b) 48,202 shares of restricted stock that have not vested as of July 21, 2023. |
All directors and executive officers as a group (11 persons) | 654,138 | [2.43%] |
* | Less than 1% |
(1) | The business address of Mses. |
(2) | Nonvested restricted shares included herein are considered beneficially owned since the owner thereof has the right to vote such shares. |
Name of Beneficial Owner | Aggregate Number of Beneficial Shares | Percent of Outstanding Shares | Additional Information |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 4,732,927 | [17.57%] | BlackRock, Inc. reported that as of December 31, 2022 it had sole voting power over 4,632,230 shares and sole dispositive power over 4,732,927 shares. This information is based on a Schedule 13G/A filed with the SEC on January 26, 2023. |
BlackRock indicates in its Schedule 13G/A that one entity, iShares Core S&P Small-Cap ETF, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, or has an interest in the common stock of, more than five percent of ePlus' total outstanding common stock. | |||
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | 2,111,123 | [7.84%] | The Vanguard Group reported that as of December 30, 2022 it had shared voting power over 38,325 shares and sole and shared dispositive power over 2,049,488 and 61,635 shares, respectively. The information is based on a Schedule 13G/A filed with the SEC on February 9, 2023. |
River Road Asset Management, LLC 462 S. 4th Street, Suite 2000 Louisville, KY 40202 | 1,900,459 | [7.05%] | River Road Asset Management, LLC reported that as of December 31, 2022 it had sole voting power over 1,860,523 shares and sole dispositive power over 1,900,459 shares. This information is based on a Schedule 13G filed with the SEC on February 8, 2023. |
Geneva Capital Management LLC 411 E Wisconsin Avenue, Suite 2320 Milwaukee, WI 53202 | 1,544,898 | [5.73%] | Geneva Capital Management LLC reported that as of December 31, 2022 it had shared voting power over 1,521,323 shares and shared dispositive power over 1,544,898 shares. This information is based on a Schedule 13G filed with the SEC on February 10, 2023. |
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 | 1,485,138 | [5.51%] | Dimensional Fund Advisors LP ("DFA") reported that as of December 30, 2022 it had sole voting power over 1,462,983 shares and sole dispositive power over 1,485,138 shares. This information is based on a Schedule 13G/A filed with the SEC on February 10, 2023. DFA is an investment adviser registered under Section 203 of the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such companies, trusts and accounts, collectively referred to as the "Funds"). In certain cases subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, DFA or its subsidiaires (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in the Schedule 13G/A are owned by the Funds, and Dimensional disclaims beneficial ownership of such securities. |
Elaine D. Marion, Age 55 Chief Financial Officer | Officer of ePlus since 2008 |
Darren S. Raiguel, Age 52 Chief Operating Officer | Officer of ePlus since 2018 |
Name | Title |
Mark P. Marron | Chief Executive Officer and President |
Elaine D. Marion | Chief Financial Officer |
Darren S. Raiguel | Chief Operating Officer |
Overview | • Fiscal Year 2023 Financial Highlights • Our Executive Compensation Program • Our Executive Compensation Practices • 2022 Say-On-Pay and Say-On-Frequency Votes • Long-Term Cash Incentive Compensation |
What We Pay and Why | • Fiscal Year 2023 Executive Compensation Decisions • Base Salary • Annual Cash Incentive Awards • Long-Term Incentive Program • Other Elements of Our Fiscal Year 2023 Executive Compensation Program |
How We Make Executive Compensation Decisions | • Role of the Board and Compensation Committee, and our Executive Officers • Guidance from the Compensation Committee’s Independent Compensation Consultant • Comparison Peer Groups • Alignment of Senior Management Team to Drive Performance |
• | Net sales grew at a compound annual growth rate ("CAGR") of 11%. |
Pay Element | ||||
Salary | Annual Cash Incentive | Long-Term Cash Incentive | Restricted Stock | |
Who Receives | All NEOs | All NEOs | All NEOs | All NEOs |
When Granted | Annually | Annually | Annually | Annually |
Form of Delivery | Cash | Cash | Cash | Equity |
Performance Type | Short-Term Fixed | Short-Term Variable | Long-Term Variable | Long-Term Fixed |
Performance Period | 1 Year | 1 Year | 3 Years | Vesting Annually over 3 years |
How Payout Determined | Amount Set 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 Operating Income and Net Sales | Time-Based |
Our Executive Compensation Practices |
What We Do | What We Don’t Do | ||
✔ | Annual review of our executive compensation programs | No excessive executive perquisites | |
✔ | Annual advisory vote to approve executive compensation programs (say-on-pay) | No excessive severance benefits | |
✔ | Periodic market comparison of executive compensation against relevant peer group information | No supplemental executive retirement plans | |
✔ | Periodic use of an independent compensation consultant reporting directly to the Compensation Committee and providing no other services to the Company | No acceleration of unvested stock upon retirement | |
✔ | Significant percentage of cash compensation delivered in the form of variable compensation, which is “at-risk” and tied to quantifiable performance measures | No hedging or short sales of our securities | |
✔ | Long-term vesting of restricted stock, to align executive and shareholder interests (minimum of three-year vesting) | No pledging of our securities, except in limited circumstances with pre-approval by the Insider Trading Compliance Officer | |
✔ | Robust executive officer stock ownership guidelines require NEOs to hold ePlus stock | No tax gross-ups on benefits (other than as also provided to non-executive officer employees) | |
✔ | Clawback provisions to mitigate undue risk regarding executive compensation practices |
Base Salary as of March 31, | ||||||||
Named Executive Officer | 2023 | 2022 | ||||||
Mark P. Marron | $ | 925,000 | $ | 875,000 | ||||
Elaine D. Marion | $ | 500,000 | $ | 475,000 | ||||
Darren S. Raiguel | $ | 500,000 | $ | 475,000 |
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 | % | $ | 185,000 | 20.0 | % | $ | 185,000 | 30.0 | % | $ | 277,500 | 30.0 | % | $ | 277,500 | $ | 925,000 | ||||||||||||||||||
Elaine D. Marion | 20.0 | % | $ | 100,000 | 20.0 | % | $ | 100,000 | 30.0 | % | $ | 150,000 | 30.0 | % | $ | 150,000 | $ | 500,000 | ||||||||||||||||||
Darren S. Raiguel | 20.0 | % | $ | 100,000 | 20.0 | % | $ | 100,000 | 30.0 | % | $ | 150,000 | 30.0 | % | $ | 150,000 | $ | 500,000 |
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 | $ | 1,926,732 | $ | 33,969 | $ | 149,793 | $ | 104,460 | ||||||||
Threshold (75% of Performance Goal) | $ | 1,445,049 | $ | 25,477 | $ | 112,345 | $ | 78,345 | ||||||||
Below Threshold | < $1,445,049 | < $25,477 | < $112,345 | < $78,345 |
(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: |
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 |
Performance Criteria (Dollars in thousands) | Goal | Achievement (1) | Amount of Goal Achieved | |||||||||
Consolidated Net Sales | $ | 1,926,732 | $ | 2,057,882 | 106.8 | % | ||||||
Financing Segment Operating Income | $ | 33,969 | $ | 26,455 | 77.9 | % | ||||||
Earnings Before Taxes | $ | 149,793 | $ | 164,449 | 109.8 | % | ||||||
Services Gross Profit | $ | 104,460 | $ | 93,497 | 89.5 | % |
(1) | Performance Criteria achievement were adjusted to exclude the incentive compensation accrued by the Company, and income and expenses related to acquisitions, if any, and the Performance Criteria goals were adjusted to exclude incentive compensation targets. |
Named Executive Officer | FY 2023 Annual Incentive Cash Payment Earned | FY 2022 Annual Incentive Cash Payment Earned | % Change | |||||||||
Mark P. Marron | $ | 983,627 | $ | 1,750,000 | (44 | %) | ||||||
Elaine D. Marion | $ | 531,690 | $ | 950,000 | (44 | %) | ||||||
Darren S. Raiguel | $ | 531,690 | $ | 950,000 | (44 | %) |
Element of LTI | Weight (by value) | Overview of Design |
Time-Based Restricted Stock | CEO: 89% Other NEOs: 90% | • Vests in three equal increments on the first three one-year anniversaries of the grant |
Cash Performance Award | CEO: 11% Other NEOs: 10% | • Grant is tied to achievement of operating income growth • Three-year performance period • Vesting and payout occurs on third year anniversary of grant • Actual payout can range between 0% and 150% |
Named Executive Officer | Time-Based Restricted Stock (1) | Cash Performance Award (2) | Total Value | |||||||||
Mark P. Marron | $ | 2,199,967 | $ | 275,000 | $ | 2,474,967 | ||||||
Elaine D. Marion | $ | 1,349,994 | $ | 150,000 | $ | 1,499,994 | ||||||
Darren S. Raiguel | $ | 1,349,994 | $ | 150,000 | $ | 1,499,994 |
(1) | Award amounts for Time-Based Restricted Stock were determined based on the closing price of our common stock on the date of grant on June 8, 2022. |
(2) | Amounts shown are the target amounts. The threshold and escalators for each performance goal are as follows: |
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 |
Performance Criteria (Dollars in thousands) | Goal | Achievement (1) | Amount of Goal Achieved | |||||||||
Increase in operating income from April 1, 2020, to March 31, 2023 | $ | 101,711 | $ | 159,414 | 156.7 | % |
(1) | Performance Criteria were adjusted to exclude income and expenses related to our July 2022 acquisition of assets of Future Com, Ltd. and our December 2020 acquisition of assets of Systems Management Planning, Inc. |
Named Executive Officer | Long-Term Cash Payment Earned Performance Period April 1, 2020 to March 31, 2023 | |||
Mark P. Marron | $ | 300,000 | ||
Elaine D. Marion | $ | 150,000 | ||
Darren S. Raiguel | $ | 150,000 |
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. |
* | Only these five companies provided compensation information for the COO role. |
** | Amdocs Limited did not publicly disclose its executive compensation program, and therefore was not included in the analysis. |
Name of Beneficial Owner | Aggregate Number of Beneficial Shares | Percent of Outstanding Shares | Additional Information |
Ameriprise Financial, Inc. 145 Ameriprise Financial Center Minneapolis, MN 55474 | 694,577 | 5.08% | This information is based on a Schedule 13G filed with the SEC on February 12, 2021. Ameriprise Financial, Inc. ("AFI") indicates that it is the parent company of Columbia Management Investment Advisers, LLC ("CMIA"), and may be deemed to beneficially own shares reported on the Schedule 13G by CMIA. |
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 2,400,184 | 17.54% | This information is based on a Schedule 13G/A filed with the SEC on January 25, 2021. BlackRock indicates in its Schedule 13G/A that one entity, iShares Core S&P Small-Cap ETF, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, or has an interest in the common stock of, more than five percent of ePlus' total outstanding common stock. |
Dimensional Fund Advisors LP Building One 6300 Bee Cave Rod Austin, TX 78746 | 700,120 | 5.12% | This information is based on a Schedule 13G/A filed with the SEC on February 12, 2021. Dimensional Fund Advisors LP ("DFA"), an investment adviser registered under Section 203 of the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such companies, trusts and accounts, collectively referred to as teh "Funds"). In certain cases subsidiaries of DFA may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, DFA or its subsidiaires (collectively, "Dimensional") may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in the Schedule 13G/A are owned by the Funds, and Dimensional disclaims beneficial ownership of such securities. |
River Road Asset Management, LLC 462 S. 4th Street, Suite 2000 Louisville, KY 40202 | 1,107,217 | 8.09% | This information is based on a Schedule 13G filed with the SEC on February 10, 2021. |
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | 943,791 | 6.90% | The information is based on a Schedule 13G/A filed with the SEC on February 10, 2021. |
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 | 2023 | $ | 916,500 | $ | 2,199,967 | $ | 1,283,627 | $ | 22,131 | $ | 4,422,225 | ||||||||||
2022 | $ | 846,154 | $ | 1,999,964 | $ | 2,050,000 | $ | 4,000 | $ | 4,900,118 | |||||||||||
2021 | $ | 800,000 | $ | 1,799,979 | $ | 1,236,267 | $ | 3,700 | $ | 3,839,946 | |||||||||||
Elaine D. Marion – Chief Financial Officer | 2023 | $ | 495,750 | $ | 1,349,994 | $ | 681,690 | $ | 51,452 | $ | 2,578,886 | ||||||||||
2022 | $ | 465,385 | $ | 1,199,923 | $ | 1,100,000 | $ | 4,000 | $ | 2,769,308 | |||||||||||
2021 | $ | 450,000 | $ | 1,049,958 | $ | 618,133 | $ | 3,700 | $ | 2,121,791 | |||||||||||
Darren S. Raiguel – Chief Operating Officer | 2023 | $ | 495,750 | $ | 1,349,994 | $ | 681,690 | $ | 58,096 | $ | 2,585,530 | ||||||||||
2022 | $ | 465,385 | $ | 1,199,923 | $ | 1,100,000 | $ | 4,000 | $ | 2,769,308 | |||||||||||
2021 | $ | 450,000 | $ | 1,049,958 | $ | 618,133 | $ | 3,700 | $ | 2,121,791 |
(1) | The values in this column represent the aggregate grant date fair values of restricted stock awards granted in the respective fiscal year, computed in accordance with Codification Topic Compensation—Stock Compensation. Assumptions used in calculating these values may be found in Note 13 of our financial statements in our 2023 Form 10-K. Each of these amounts reflect our expected aggregate accounting expense for these awards as of the grant date and do not necessarily correspond to the actual values that will be expensed by us or realized by the NEOs. |
(2) | These amounts reflect cash payments under our 2018 CIP, which were earned during the fiscal year identified, as disclosed in Annual Cash Incentive Awards above in the last table under the “FY 2023 Annual Incentive Cash Payment Earned” column, for the fiscal years ended March 31, 2023, and 2022. For the fiscal years ended March 31, 2023 and 2022, the amount also includes cash payments earned under our 2012 Employee LTIP, which were earned over a three-year performance period, as disclosed in Long-Term Incentive Program above in the last table under the “Long-Term Cash Payment Earned Performance Period April 1, 2020, to March 31, 2023” column. Both the annual cash award and the long-term cash award payments were received after the conclusion of the fiscal year in which they were earned. A detailed description of the fiscal year 2023 payments can be found in the CD&A. |
(3) | The “All Other Compensation” includes imputed income relating to group life insurance, and a company match to our 401(k) plan, both of which are available to all employees on the same terms, as well as a gross-up of costs relating to their and their families’ attendance at the Company’s sales meeting for high-perfomers, which was available for all attendees at the meeting. In addition, “All Other Compensation” includes professional coaching services provided to Mr. Raiguel (with a value of $34,635) and to Ms. Marion (with a value of $34,000). All of our NEOs are entitled to an annual executive physical. For health privacy reasons, each NEO has been attributed a cost of $3,750, regardless of whether such benefit was used. |
2022 Grants of Plan-Based Awards Table |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of | All Other Option Awards: Number of Securities | Exercise or Base Price of | Grant Date Fair Value of Stock | |||||||||||||||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | Stock or Units (#)(3) | Underlying Options (#) | Option Awards ($/Sh) | and Option Awards (4) | |||||||||||||||||||||||
Mark P. Marron | 6/8/2022 | 37,587 | - | - | $ | 2,199,967 | |||||||||||||||||||||||||
(1 | ) | 6/6/2022 | $ | 92,500 | $ | 925,000 | $ | 1,850,000 | |||||||||||||||||||||||
(2 | ) | 6/6/2022 | $ | 68,750 | $ | 275,000 | $ | 412,500 | |||||||||||||||||||||||
Elaine D. Marion | 6/8/2022 | 23,065 | - | - | $ | 1,349,994 | |||||||||||||||||||||||||
(1 | ) | 6/6/2022 | $ | 50,000 | $ | 500,000 | $ | 1,000,000 | |||||||||||||||||||||||
(2 | ) | 6/6/2022 | $ | 37,500 | $ | 150,000 | $ | 225,000 | |||||||||||||||||||||||
Darren S. Raiguel | 6/8/2022 | 23,065 | - | - | $ | 1,349,994 | |||||||||||||||||||||||||
(1 | ) | 6/6/2022 | $ | 50,000 | $ | 500,000 | $ | 1,000,000 | |||||||||||||||||||||||
(2 | ) | 6/6/2022 | $ | 37,500 | $ | 150,000 | $ | 225,000 |
(1) | These amounts reflect award opportunities under the 2018 CIP and are described more fully in the CD&A under the heading “Annual Cash Incentive Awards” and subheading “Cash Incentive Awards for Fiscal Year 2023.” Threshold amounts represent minimal level of achievement of the lowest weighted financial performance metric, and maximum amounts represent 200% of target values. Actual payments with respect to the awards for fiscal year 2022 (and paid in fiscal year 2023) are disclosed in the Non-Equity Incentive Plan Compensation column of the 2023 Summary Compensation Table. |
(2) | These amounts reflect non-equity award opportunities under our 2021 Employee LTIP and are more fully described in this CD&A under the heading “Long-Term Incentive Program.” Threshold amounts represent minimal level of achievement of the lowest weighted financial performance metric, and maximum amounts represent 150% of target values. These awards are earned on the third anniversary of the grant date to the extent the Company achieves a performance goal relating to growth in operating income. |
(3) | These amounts represent the number of shares of restricted stock granted to the NEOs under our 2021 Employee LTIP. Equity awards granted to the executive officers and reflected in the 2023 Grants of Plan-Based Awards Table vest equally over a three-year period and may be accelerated in limited circumstances as set forth in the 2021 Employee LTIP, award agreements, and/or employment agreements. |
(4) | These amounts reflect the grant date fair value of the restricted stock granted in fiscal year 2023. This represents the aggregate amount that we expect to expense for such grants in accordance with Codification Topic Compensation—Stock Compensation over the grants’ respective service period. These amounts do not necessarily correspond to the actual values that will be expensed by us or realized by the NEOs. Assumptions used in calculating these values with respect to restricted stock awards may be found in Note 13 of our 2023 Annual Report. |
Stock Awards | ||||||||
Number of Shares or Units of Stock That Have | Market Value of Shares or Units of Stock That Have | |||||||
Name | Not Vested (1) | Not Vested (2) | ||||||
Mark P. Marron | 83,211 | $ | 4,080,667 | |||||
Elaine D. Marion | 50,159 | $ | 2,459,797 | |||||
Darren S. Raiguel | 50,159 | $ | 2,459,797 |
(1) | The following table shows the dates on which the outstanding stock awards as of March 31, 2023, will vest, subject to continued employment through the vest date, or acceleration in limited circumstances as set forth in the 2021 Employee LTIP, award agreements, and/or employment agreements. |
Vest Date | Mark P. Marron | Elaine D. Marion | Darren S. Raiguel |
6/8/23 | 12,529 | 7,688 | 7,688 |
6/15/23 | 14,468 | 8,680 | 8,680 |
6/16/23 | 16,688 | 9,734 | 9,734 |
6/8/24 | 12,529 | 7,688 | 7,688 |
6/15/24 | 14,468 | 8,680 | 8,680 |
6/8/25 | 12,529 | 7,689 | 7,689 |
(2) | We calculated market value by multiplying the closing price of our common stock ($49.04) on the last business day of our fiscal year, March 31, 2023, by the number of shares in the first column. |
Stock Awards | ||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) | ||||||
Mark P. Marron | 47,268 | $ | 2,672,095 | |||||
Elaine D. Marion | 27,622 | $ | 1,561,113 | |||||
Darren S. Raiguel | 27,622 | $ | 1,561,113 |
(1) | Market value was computed by multiplying the closing price of our common stock on the day of vesting by the number of shares acquired. Additionally, the restricted shares were net-share settled such that the Company withheld shares with value equivalent to the NEOs’ minimum statutory tax obligation for the applicable income and other employment taxes, and remitted cash to the appropriate taxing authorities. The amounts in the table represent the gross number of shares and value realized on vesting for each of the NEOs. The net number of shares acquired were as follows: Mr. Marron, 28,579; Ms. Marion, 17,825; and Mr. Raiguel, 17,825. |
• | 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 raise base salary), Mr. Marron’s current base salary is $925,000. |
Triggering Event | Cash Severance (4) | Cash Incentive | Cash Long-Term Incentive Award (5) | Equity-Based Compensation Awards (6) | Total | |||||||||||||||
Termination Without Cause, or for Good Reason (1) | $ | 1,432,509 | $ | 983,627 | $ | 712,500 | $ | 4,080,667 | $ | 7,209,303 | ||||||||||
Change in Control (2) | $ | - | $ | - | $ | - | $ | 4,080,667 | $ | 4,080,667 | ||||||||||
Disability (3) | $ | 1,432,509 | $ | 983,627 | $ | 712,500 | $ | 4,080,667 | $ | 7,209,303 | ||||||||||
Death | $ | - | $ | - | $ | 712,500 | $ | 4,080,667 | $ | 4,793,167 |
(1) | “Termination Without Cause” and termination “for Good Reason” are defined terms in Mr. Marron’s employment agreement. |
(2) | This row assumes no termination accompanies the change in control. In the event of a termination in connection with the change in control, without Cause or for Good Reason (as defined in Mr. Marron’s employment agreement), see “Termination Without Cause, or for Good Reason” above. |
(3) | In the event of disability, Termination without Cause or by Mr. Marron for Good Reason, all as defined in Mr. Marron’s employment agreement, Mr. Marron is entitled to a pro-rated amount of the payment under our 2018 CIP, to the extent that the Performance Goals have been met, with the payment to be made after the end of the fiscal year at the time the payment would have been made had there been no termination. The above table reflects the amount earned during the fiscal year ended March 31, 2023, and paid in the following fiscal year. |
(4) | As provided in Mr. Marron’s employment agreement, this column includes an amount equal to the cost of premiums paid prior to the date of termination for Mr. Marron and his dependents’ qualified coverage under the Company’s medical, prescription, dental, and other health benefits for eighteen months, which amount would be paid in cash as opposed to providing continued coverage. |
(5) | Mr. Marron has Cash Long-Term Incentive Awards with a three-year performance period, consistent with our fiscal year. The above table reflects the amount actually earned for the Incentive Award for which the performance period ended on March 31, 2023. The award agreements for the performance period ending March 31, 2024 and March 31, 2025 provide that, in the event Mr. Marron’s employment is terminated due to death or disability as defined in the applicable Employee Long-Term Incentive Plan, or termination without cause or for good reason as defined in any applicable employment agreement, the Company shall pay to Mr. Marron a pro-rated amount based on achievement of targets modified in the agreements. |
(6) | Pursuant to the 2021 Employee LTIP, and our standard restricted stock award agreements, upon death or a change in control, as defined by the 2021 Employee LTIP, all unvested stock for all employees will vest. The value of the equity-based compensation awards for all termination tables herein is calculated using the closing price of our common stock ($49.04) on the last business day of our fiscal year, March 31, 2023. |
Triggering Event | Cash Severance (4) | Cash Incentive | Cash Long-Term Incentive Award (5) | Equity-Based Compensation Awards (6) | Total | |||||||||||||||
Termination Without Cause, or for Good Reason (1) | $ | 542,636 | $ | 531,690 | $ | 375,000 | $ | 2,459,797 | $ | 3,909,123 | ||||||||||
Change in Control (2) | $ | - | $ | - | $ | - | $ | 2,459,797 | $ | 2,459,797 | ||||||||||
Disability (3) | $ | 542,636 | $ | 531,690 | $ | 375,000 | $ | 2,459,797 | $ | 3,909,123 | ||||||||||
Death | $ | - | $ | - | $ | 375,000 | $ | 2,459,797 | $ | 2,834,797 |
(1) | “Termination Without Cause” and termination “for Good Reason” are defined terms in Ms. Marion’s employment agreement. |
(2) | This row assumes no termination accompanies the change in control. In the event of a termination in connection with the change in control, without Cause or for Good Reason (as defined in Ms. Marion’s employment agreement), see “Termination Without Cause, or for Good Reason”, above. |
(3) | In the event of disability, termination without cause or by Ms. Marion for good reason, all as defined in Ms. Marion’s employment agreement, Ms. Marion is entitled to a pro-rated amount of the payment under our 2018 CIP, to the extent that the Performance Goals have been met, with the payment to be made after the end of the fiscal year at the time the payment would have been made had there been no termination. The above table reflects the amount earned during the fiscal year ended March 31, 2023, and paid in the following fiscal year. |
(4) | As provided in Ms. Marion’s employment agreement, this column includes an amount equal to the cost of premiums paid prior to the date of termination for Ms. Marion and her dependents’ qualified coverage under the Company’s medical, prescription, dental, and other health benefits for eighteen months, which amount would be paid in cash as opposed to providing continued coverage. |
(5) | Ms. Marion has Cash Long-Term Incentive Awards with a three-year performance period, consistent with our fiscal year. The above table reflects the amount actually earned for the Incentive Award for which the performance period ended on March 31, 2023. The award agreements for the performance period ending March 31, 2024, and March 31, 2025 provide that, in the event Ms. Marion’s employment is terminated due to death or disability as defined in the applicable Employee Long-Term Incentive Plan, or termination without cause or for good reason as defined in any applicable employment agreement, the Company shall pay to Ms. Marion a pro-rated amount based on achievement of targets modified in the agreements. |
(6) | Pursuant to the 2021 Employee LTIP, and our standard restricted stock award agreements, upon death or a change in control, as defined by the 2021 Employee LTIP, all unvested stock for all employees will vest. The value of the equity-based compensation awards for all termination tables herein is calculated using the closing price of our common stock ($49.04) on the last business day of our fiscal year, March 31, 2023. |
Triggering Event | Cash Severance (4) | Cash Incentive | Cash Long-Term Incentive Award (5) | Equity-Based Compensation Awards (6) | Total | |||||||||||||||
Termination Without Cause, or for Good Reason (1) | $ | 545,676 | $ | 531,690 | $ | 375,000 | $ | 2,459,797 | $ | 3,912,163 | ||||||||||
Change in Control (2) | $ | - | $ | - | $ | - | $ | 2,459,797 | $ | 2,459,797 | ||||||||||
Disability (3) | $ | 545,676 | $ | 531,690 | $ | 375,000 | $ | 2,459,797 | $ | 3,912,163 | ||||||||||
Death | $ | - | $ | - | $ | 375,000 | $ | 2,459,797 | $ | 2,834,797 |
(1) | “Termination Without Cause” and termination “for Good Reason” are defined terms in Mr. Raiguel’s employment agreement. |
(2) | This row assumes no termination accompanies the change in control. In the event of a termination in connection with the change in control, without Cause or for Good Reason (as defined in Mr. Raiguel’s employment agreement), see “Termination Without Cause, or for Good Reason,” above. |
(3) | In the event of disability, termination without cause or by Mr. Raiguel for good reason, all as defined in Mr. Raiguel’s employment agreement, Mr. Raiguel is entitled to a pro-rated amount of the payment under our 2018 CIP, to the extent that the Performance Goals have been met, with the payment to be made after the end of the fiscal year at the time the payment would have been made had there been no termination. The above table reflects the amount earned during the fiscal year ended March 31, 2023, and paid in the following fiscal year. |
(4) | As provided in Mr. Raiguel’s employment agreement, this column includes an amount equal to the cost of premiums paid prior to the date of termination for Mr. Raiguel and his dependents’ qualified coverage under the Company’s medical, prescription, dental, and other health benefits for eighteen months, which amount would be paid in cash as opposed to providing continued coverage. |
(5) | Mr. Raiguel has Cash Long-Term Incentive Awards with a three-year performance period, consistent with our fiscal year. The above table reflects the amount actually earned for the Incentive Award whose performance period ended on March 31, 2023. The award agreements for the performance period ending March 31, 2024, and March 31, 2025 provide that, in the event Mr. Raiguel’s employment is terminated due to death or disability as defined in the applicable Employee Long-Term Incentive Plan, or termination without cause or for good reason as defined in any applicable employment agreement, the Company shall pay to Mr. Raiguel a pro-rated amount based on achievement of targets modified in the agreements. |
(6) | Pursuant to the 2021 Employee LTIP, and our standard restricted stock award agreements, upon death or a change in control, as defined by the 2021 Employee LTIP, all unvested stock for all employees will vest. The value of the equity-based compensation awards for all termination tables herein is calculated using the closing price of our common stock ($49.04) on the last business day of our fiscal year, March 31, 2023. |
Median Employee Total Annual Compensation | Mr. Marron’s Total Annual Compensation | Pay Ratio |
$120,758 | $4,422,225 | 36.6 to 1 |
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||
Fiscal Year | Summary Compensation Table Total to PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Company TSR | Peer Group TSR | Net Income ($ thousands) | Operating Income ($ thousands) | ||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||||||
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 |
(a) | Reflects compensation amounts reported in the “2023 Summary Compensation Table” for our President and Chief Executive Officer, Mr. Marron. |
(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 “2023 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. |
Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | |||||||||||||
Summary Compensation Table Total | $ | 4,422,225 | $ | 4,900,118 | $ | 3,839,946 | |||||||||
- | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $ | (2,199,967 | ) | $ | (1,999,964 | ) | $ | (1,799,979 | ) | |||||
+ | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $ | 1,843,266 | $ | 2,433,116 | $ | 2,494,089 | ||||||||
± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $ | (320,280 | ) | $ | 308,818 | $ | 815,477 | |||||||
± | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | - | $ | - | $ | - | ||||||||
± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | 22,251 | $ | (175,571 | ) | $ | 130,865 | |||||||
- | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | - | $ | - | $ | - | ||||||||
+ | Dividends Accrued During Fiscal Year | $ | - | $ | - | $ | - | ||||||||
Compensation Actually Paid | $ | 3,767,495 | $ | 5,466,517 | $ | 5,480,397 |
(c) | Reflects the average compensation amounts reported in the “2023 Summary Compensation Table” for our NEOs (excluding the President and Chief Executive Officer), which included the Chief Financial Officer, Ms. Marion, and the Chief Operating Officer, Mr. Raiguel, in each year presented. |
(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 “2023 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. |
Fiscal 2023 | Fiscal 2022 | Fiscal 2021 | |||||||||||||
Summary Compensation Table Total | $ | 2,582,208 | $ | 2,769,308 | $ | 2,121,791 | |||||||||
- | Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $ | (1,349,994 | ) | $ | (1,199,923 | ) | $ | (1,049,958 | ) | |||||
+ | Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year | $ | 1,131,108 | $ | 1,459,802 | $ | 1,454,844 | ||||||||
± | Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years | $ | (190,200 | ) | $ | 178,938 | $ | 479,714 | |||||||
± | Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $ | - | $ | - | $ | - | ||||||||
± | Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $ | 12,624 | $ | (88,640 | ) | $ | 66,007 | |||||||
- | Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $ | - | $ | - | $ | - | ||||||||
+ | Dividends Accrued During Fiscal Year | $ | - | $ | - | $ | - | ||||||||
Compensation Actually Paid | $ | 2,185,745 | $ | 3,119,485 | $ | 3,072,398 |
(e) | Reflects the total shareholder return (“TSR”) of a $100 investment in ePlus’ common stock. Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of any dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the Company’s stock price at the end and the beginning of the measurement period by (b) the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is April 1, 2020. Historical stock performance is not necessarily indicative of future stock performance. |
(f) | Reflects the TSR of a $100 investment in the S&P 600 Small Cap Information Technology Group, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year. Historical stock performance is not necessarily indicative of future stock performance. |
(g) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |
(h) | The “Company-Selected Measure” (as defined in Item 402(v) of Regulation S-K) is our operating income reflected in the Company’s audited financial statements for the applicable fiscal year. |
Number of securities to be issued upon exercise of outstanding options, warrants, and rights | Weighted average exercise price of outstanding options, warrants, and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | ||
Equity compensation plans approved by security holders | - | n/a | 3,060,672 | (1) |
Equity compensation plans not approved by security holders | - | n/a | - | |
Total | - | 3,060,672 |
(1) | This number includes 198,720 shares reserved for issuance under the 2017 Non-Employee Director Long-Term Incentive Plan and available for future equity awards, and 2,861,952 shares reserved for issuance under the 2021 Employee Long Term Incentive Plan. |
Fiscal 2023 | Fiscal 2022 | |||||||
Audit Fees | $ | 1,895,790 | $ | 1,707,448 | ||||
Audit‐Related Fees | 11,500 | - | ||||||
Tax Fees | - | - | ||||||
All Other Fees | 41,305 | - | ||||||
TOTAL FEES | $ | 1,948,595 | $ | 1,707,448 |
• | By telephone. Use the toll-free telephone number shown on your Notice or proxy card; |
• | Via the Internet. Visit the Internet website shown on your Notice or proxy card and follow the on-screen instructions; |
• | By mail. Date, sign, and promptly return your proxy card by mail in a postage prepaid envelope; or |
• | In person. Deliver a completed proxy card at the meeting or vote in person. |
• | Non-Discretionary Items. The election of directors (Proposal 1), the advisory vote to approve NEO compensation (Proposal 2) and the amendment to our Charter (Proposal 4) may not be voted on by your broker if it has not received voting instructions. |
• | Discretionary Items. The ratification of Deloitte as the Company’s independent registered public accounting firm (Proposal 3) is a discretionary item. Generally, brokers that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion. |
• | Mailing written notice of revocation or change to our Corporate Secretary, at ePlus inc., 13595 Dulles Technology Drive, Herndon, Virginia, 20171; |
By Order of the Board of Directors | |
Erica S. Stoecker | |
Corporate Secretary, General Counsel, & Chief Compliance Officer |
1. | Article Seventh of the Amended and Restated Certificate of Incorporation
SEVENTH No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable; provided, however, that the foregoing shall not eliminate or limit the liability of a director or officer (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any transaction from which the director or officer derived an improper personal benefit, or (iv) as applicable solely to directors, for any payment of a dividend or approval of a stock repurchase that is illegal under Section 174 of the Delaware General Corporation Law. No amendment (including any amendment effected by operation of law, by merger, consolidation or otherwise) to or repeal of this paragraph shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this ________________ day of ________________,
A-1 |