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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ePlus inc | NASDAQ:PLUS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 87.66 | 62.11 | 139.37 | 0 | 09:05:10 |
☐ |
Preliminary Proxy Statement
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☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒ |
Definitive Proxy Statement
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☐ |
Definitive Additional Materials
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☐ |
Soliciting Material Pursuant to Rule 14a-12
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☒ |
No fee required.
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☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐ |
Fee paid previously with preliminary materials.
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☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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When:
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Where:
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September 15, 2020
8:00 a.m. ET |
ePlus Headquarters
13595 Dulles Technology Drive
Herndon, Virginia 20191
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1. |
Elect as directors the eight nominees named in the attached proxy statement, each to serve an annual term, and until their successors have been duly
elected and qualified;
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2. |
Hold an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement;
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3. |
Ratify the selection of our independent registered accounting firm; and
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4. |
Transact such other business as may properly come before the 2020 Annual Meeting, and any postponements or
adjournments thereof.
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August 3, 2020
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By Order of the Board of Directors
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Erica S. Stoecker
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Corporate Secretary, General Counsel, & Chief Compliance Officer
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Who: |
Shareholders as of the Record Date, July 22, 2020
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What: |
See detailed Proposals on pages 8, 18 and 37, and summaries below
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When: |
September 15, 2020, 8:00 a.m. ET
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Where: |
ePlus’ Corporate Headquarters, 13595 Dulles Technology Drive, Herndon, Virginia, 20171
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How: |
Internet/Mobile, Phone, Mail, In Person (see Voting Information beginning on page 3 for details)
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• |
Our Chief Executive Officer and President (“CEO”), Mark Marron, and
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• |
Our founder, Bruce Bowen, who retired from the Company effective May 1, 2018, and continues to serve on our Board of Directors.
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ePlus 2020 Director Nominees
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||||||
Board Committees
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|||||||
Name
|
Age
|
Audit
|
Compensation
|
Nominating
& Corporate Governance |
Number of
Other Public Company Boards |
Independent
Director |
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Bruce M. Bowen
|
68
|
0
|
|||||
John E. Callies
|
66
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X
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Chair
|
0
|
X
|
||
C. Thomas Faulders, III, Chairman
|
70
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X
|
X
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0
|
X
|
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Eric D. Hovde
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56
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X
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Chair
|
1
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X
|
||
Ira A. Hunt, III
|
64
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X
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X
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0
|
X
|
||
Mark P. Marron, CEO and President
|
59
|
0
|
|||||
Maureen F. Morrison
|
66
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Chair
|
X
|
2
|
X
|
||
Ben Xiang
|
35
|
X
|
X
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0
|
X
|
Proposal
|
|
More Information
|
Board Recommendation
|
1
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Election of Directors
|
Page 8
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FOR each Director Nominee
|
2
|
Advisory Vote to Approve Named Executive Officers' Compensation
|
Page 18
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FOR
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3
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Ratification of Independent Registered Public Accounting Firm
|
Page 37
|
FOR
|
|
• |
|
• |
Vote your shares by toll-free telephone call by calling 1-800-652-VOTE (8683) until 11:59 p.m. ET on September 14, 2020.
|
|
• |
Vote your shares by mail; mark, sign, and date your proxy card, and return it in the postage-paid envelope (must be received by 8:00 a.m. ET on September 15, 2020).
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Compensation Committee
|
|||
Chair:
John E. Callies
Other Committee Members:
Ira A. Hunt, C. Thomas Faulders, Eric D. Hovde, Ben Xiang
Meetings Held in Fiscal Year 2020: 5
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). |
Our Compensation Committee is responsible for, among other things: (1) reviewing and approving, and recommending for Board ratification, 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 to determine whether they encourage excessive risk-taking, reviewing and discussing the relationship between
risk management policies and practices and 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 (8) reviewing and approving, or reviewing and recommending for Board approval, employment agreements and
severance/change in control agreements for the Company’s executive officers.
|
Chair:
Eric D. Hovde, effective September 18, 2019
Lawrence S. Herman, retired September 18, 2019
Other Committee Members:
Ira A. Hunt, Maureen F. Morrison, Terrence O’Donnell, retired September 18, 2019
Meetings Held in Fiscal Year 2020: 5
Independence:
Each member of the Nominating and Corporate Governance Committee meets NASDAQ’s independence requirements. |
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 evaluation of the Board and each of its committees; (4) reviewing and recommending compensation of non-employee directors to the Board; (5) reviewing our related party transaction
policy, and any related party transactions; and (6) reviewing and assessing the adequacy of our corporate governance framework, including our Certificate of Incorporation, Bylaws, and Corporate Governance Guidelines, and making
recommendations to the Board as appropriate.
|
Audit Committee
|
|||
Chair:
Maureen F. Morrison, effective September 18, 2019
Terrence O’Donnell, retired September 18, 2019
Other Committee Members:
John E. Callies, C. Thomas Faulders, Ben Xiang Lawrence S. Herman, retired September 18, 2019
Meetings Held in Fiscal Year 2020: 9
Independence:
Each Audit Committee member meets the audit committee independence requirements of NASDAQ and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) rules.
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, as appropriate; (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 ratings
agencies with management and/or the independent auditor, as appropriate.
|
|
• |
Unquestioned personal ethics and integrity;
|
|
• |
Specific skills and experience that aligns with ePlus’ strategic direction and operational initiatives, and complements the Board’s overall composition;
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|
• |
Multiple dimensions of diversity;
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|
• |
Core business competencies of high achievement and a record of success;
|
|
• |
Financial literacy, exposure to best practices, and track-record of making good business decisions;
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|
• |
Interpersonal skills that maximize group dynamics; and
|
|
• |
Enthusiasm about ePlus and sufficient time to become fully engaged.
|
Bruce M. Bowen Director Age 68 |
|
Director of ePlus since: 1990 Committees: None Other Public Company Directorships: None |
C. Thomas Faulders, III
Chairman
Age 70
|
|
Director of ePlus since: 1998
Committees: Audit and Compensation
Other Public Company Directorships: None
|
Eric D. Hovde
Independent Director
Age 56
|
|
Director of ePlus since: 2006
Committees: Compensation and Nominating and Corporate Governance
Other Public Company Directorships: None.
|
John E. Callies
Independent Director
Age 66
|
|
Director of ePlus since: 2010
Committees: Audit and Compensation
Other Public Company Directorships: None
|
Ira A. Hunt, III
Independent Director
Age 64
|
|
Director of ePlus since: 2014
Committees: Compensation and Nominating and Corporate Governance
Other Public Company Directorships: None
|
Mark P. Marron
Director, CEO and President
Age 59
|
|
Director of ePlus since: 2018
Committees: None
Other Public Company Directorships: None
|
Maureen F. Morrison
Independent Director
Age 66
|
|
Director of ePlus since: 2018
Committees: Audit and Nominating and Corporate Governance
Other Public Company Directorships: Asbury Automotive Group Inc. and Safeguard Scientifics, Inc.
|
Ben Xiang
Independent Director
Age 35
|
|
Director of ePlus since: 2019
Committees: Audit and Compensation
Other Public Company Directorships: None
|
Fees Earned or Paid
in Cash
($)(1)
|
Stock
Awards
($)(2)(3)
|
Option
Awards
($)
|
All Other
Compensation
($)
|
Total
($) |
||||||||||||||||
Bruce Bowen (1)
|
82,327
|
76,818
|
-
|
-
|
159,145
|
|||||||||||||||
John E. Callies
|
82,500
|
76,818
|
-
|
-
|
159,318
|
|||||||||||||||
C. Thomas Faulders, III (4)
|
109,266
|
76,818
|
-
|
-
|
186,085
|
|||||||||||||||
Eric D. Hovde
|
82,467
|
76,818
|
-
|
-
|
159,285
|
|||||||||||||||
Ira A. Hunt, III
|
82,500
|
76,818
|
-
|
-
|
159,318
|
|||||||||||||||
Maureen F. Morrison
|
82,500
|
76,818
|
-
|
-
|
159,318
|
|||||||||||||||
Ben Xiang (5)
|
57,167
|
90,868
|
-
|
-
|
148,035
|
|||||||||||||||
Lawrence S. Herman (6)
|
38,559
|
-
|
-
|
-
|
38,559
|
|||||||||||||||
Phillip G. Norton (6)
|
105,163
|
-
|
-
|
-
|
105,163
|
|||||||||||||||
Terrence O'Donnell (1)(6)
|
38,487
|
-
|
-
|
-
|
38,487
|
(1) |
The above table reflects fees earned during the fiscal year 2020. Pursuant to our 2017 Non-Employee Director Long-Term Incentive Plan (“2017 Director LTIP”),
directors may make a stock fee election, through which they receive shares of restricted 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 services. The number of shares received is determined by dividing $20,625 (the cash compensation earned quarterly by directors) by the Fair Market Value of a share of common stock, as defined in the
2017 Director LTIP, and rounding down to avoid a fractional share.
|
Directors who received Shares
in Lieu of Cash |
Number of
Shares Granted |
|
April 1, 2019 - June 30, 2019
|
Bowen, O'Donnell
|
289
|
July 1, 2019 - September 30, 2019
|
Bowen
|
275
|
July 1, 2019 - September 18, 2019
|
O'Donnell
|
239
|
October 1, 2019 - December 31, 2019
|
Bowen
|
241
|
January 1, 2020 - March 31, 2020
|
Bowen, Hovde
|
358
|
(2) |
The values in this column represent the aggregate grant date fair market values of the fiscal year 2020 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, 2020, for each director except Mr. Marron, whose compensation is in the Summary Compensation Table. |
Name
|
Unvested Restricted
Stock Shares
|
Bruce Bowen
|
2,663
|
John E. Callies
|
1,386
|
C. Thomas Faulders, III
|
1,386
|
Eric D. Hovde
|
1,744
|
Ira A. Hunt, III
|
1,386
|
Maureen F. Morrison
|
1,501
|
Ben Xiang
|
1,178
|
(4) |
Mr. Faulders receives annually a $50,000 stipend for his services as Chairman of the Board, which was pro-rated for fiscal year 2020, in addition to his cash compensation for his services as a non-employee
director.
|
(5) |
Mr. Xiang’s compensation includes an initial stock grant when he joined the Board on July 22, 2019, pro-rated in accordance with Section 7(a) of our 2017 Non-Employee Director Long Term Incentive Plan.
|
(6) |
Messrs. Herman and Norton retired in September 2019, and did not receive the annual restricted stock grant during the fiscal year 2020. Mr. O’Donnell also retired in September 2019. He did not receive
the annual restricted stock grant, however, he did receive restricted stock in lieu of cash compensation for his service during the fiscal year, through his retirement, as more fully described in footnote (1) above.
|
|
• |
each member of our Board of Directors, each director nominee and each of our named executive officers (“NEO”);
|
|
• |
all members of our Board and our executive officers as a group; and
|
|
• |
each person or group who is known by us to own beneficially more than 5% of our common stock.
|
Aggregate
Number of
Beneficial
Shares
|
Percent of
Outstanding Shares |
Additional Information (2)
|
|
Bruce M. Bowen
|
19,404
|
*
|
Includes 10,000 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) 2,782
shares held by the Elizabeth Dederich Bowen Trust (b) 2,895 shares held by the Bruce Montague Bowen Trust, and (c) 2,815 shares of restricted stock that has not vested as of July 22, 2020.
|
John E. Callies
|
10,468
|
*
|
Includes 1,386 shares of restricted stock that has not vested as of July 22, 2020.
|
C. Thomas Faulders, III
|
19,883
|
*
|
Includes 1,386 shares of restricted stock that has not vested as of July 22, 2020.
|
Eric D. Hovde
|
46,932
|
*
|
Includes 2,040 shares of restricted stock that has not vested as of July 22, 2020. 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
|
8,998
|
*
|
Includes 1,386 shares of restricted stock that has not vested as of July 22, 2020.
|
Maureen F. Morrison
|
2,014
|
*
|
Includes 1,386 shares of restricted stock that has not vested as of July 22, 2020.
|
Ben Xiang
|
1,178
|
*
|
Includes 1,083 shares of restricted stock that has not vested as of July 22, 2020.
|
Mark P. Marron
|
95,679
|
*
|
Includes (a) 47,059 shares of restricted stock that has not vested as of July 22, 2020, (b) 45,680 shares held in trust, and (c) 2,940 shares held in trust for Mr. Marron's minor children.
|
Elaine D. Marion
|
61,922
|
*
|
Includes (a) 34,567 shares held in trust, and (b) 27,143 shares of restricted stock that has not vested as of July 22, 2020.
|
Darren S. Raiguel
|
52,184
|
*
|
Includes (a) 24,207 shares held in trust, and (b) 27,977 shares of restricted stock that has not vested as of July 22, 2020.
|
All directors and executive
officers as a group (10 persons) |
318,662
|
2.32%
|
|
* |
Less than 1%
|
(1) |
The business address of Mses. Morrison and Marion, and Messrs. Bowen, Marron, Raiguel, Faulders, Hunt, Hovde, Callies, and Xiang is at ePlus, 13595 Dulles
Technology Drive, Herndon, Virginia 20171.
|
(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 |
2,155,764
|
15.70%
|
This information is based on a Schedule 13G/A filed with the SEC on February 4, 2020. 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 |
789,127
|
5.75%
|
This information is based on a Schedule 13G/A filed with the SEC on February 12, 2020. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice
to four investment companies registered under 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 investment companies, trusts and
accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager,
Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the
shares of the Issuer held by the Funds. However, all securities are owned by the Funds. Dimensional disclaimed beneficial ownership of such securities.
|
Fiduciary Management Inc.
100 East Wisconsin Avenue Suite 2200 Milwaukee, WI 53202 |
800,056
|
5.83%
|
This information is based on a Schedule 13G filed with the SEC on February 11, 2020. Fiduciary Management, Inc. is an Investment Adviser registered under the Investment Advisers Act of 1940. The shares are owned directly by various
accounts managed by Fiduciary Management, Inc. Such accounts have the right to receive dividends from, and the proceeds from the sale of, the shares.
|
FMR LLC
245 Summer Street Boston, MA 02210 |
743,121
|
5.41%
|
This information is based on a Schedule 13G/A filed with the SEC on February 7, 2020. Reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates,
and other companies.
|
The Vanguard Group
100 Vanguard Boulevard Malvern, PA 19355 |
1,010,981
|
7.36%
|
This information is based on a Schedule 13G/A filed with the SEC on February 12, 2020.
|
Elaine D. Marion, Age 52
Chief Financial Officer |
Officer of ePlus since:
2008 |
Darren S. Raiguel, Age 49
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 2020 Financial Highlights
• Our Executive Compensation Program
• Our Executive Compensation Practices
• 2019 Say-On-Pay Vote
• Long-Term Cash Incentive Compensation
|
|
What We Pay and Why
|
• Fiscal Year 2020 Executive Compensation Decisions
• Base Salary
• Annual Cash Incentive Awards
• Long-Term Incentive Program
• Other Elements of Our Fiscal Year 2020 Executive Compensation Program
• 2020 Pay Ratio Disclosure
|
|
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 increased 15.7% from the prior year to $1,588.4 million
|
|
• |
Services revenues increased 29.2% to $193.1 million
|
|
• |
Consolidated gross profit increased 18.4% from the prior year to $391.2 million
|
|
• |
Consolidated operating income increased 19.8% from the prior year
|
|
• |
Net earnings increased 9.3% over the prior year to $69.1 million
|
|
• |
Diluted earnings per share increased 10.8% to $5.15
|
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 Determined
by Compensation
Committee
|
Formula Determined
by Compensation
Committee
|
Fomula Determined
by Compensation
Committee
|
Amount Determined
by Compensation
Committee
|
Performance Measures
|
Individual
|
Consolidated Net Sales;
Financing Segment
Operating Income;
Earnings Before Taxes;
Services Revenue
|
Target Increase in
Operating Income
|
Base salary as of March 31,
|
||||||||
2020
|
2019
|
|||||||
Mark P. Marron
|
$
|
800,000
|
$
|
800,000
|
||||
Elaine D. Marion
|
$
|
450,000
|
$
|
450,000
|
||||
Darren S. Raiguel
|
$
|
450,000
|
$
|
450,000
|
Consolidated Net Sales
|
Financing Segment Operating income
|
Earnings Before Taxes
|
Services Revenue
|
|||||||||||||||||||||||||||||
Named Executive Officer
|
Percentage of
Total Bonus
|
Target Bonus
Amount ($) |
Percentage of
Total Bonus
|
Target Bonus
Amount ($)
|
Percentage of
Total Bonus
|
Target Bonus
Amount ($)
|
Percentage of
Total Bonus
|
Target
Amount ($)
|
||||||||||||||||||||||||
Mark P. Marron
|
20.0
|
%
|
160,000
|
20.0
|
%
|
160,000
|
30.0
|
%
|
240,000
|
30.0
|
%
|
240,000
|
||||||||||||||||||||
Elaine D. Marion
|
20.0
|
%
|
80,000
|
20.0
|
%
|
80,000
|
30.0
|
%
|
120,000
|
30.0
|
%
|
120,000
|
||||||||||||||||||||
Darren S. Raiguel
|
20.0
|
%
|
80,000
|
20.0
|
%
|
80,000
|
30.0
|
%
|
120,000
|
30.0
|
%
|
120,000
|
Performance Goals
|
||||||||||||||||
Performance Level
|
Consolidated Net
Sales
|
Financing Segment
Operating Income
|
Earnings Before
Taxes
|
Services Revenue
|
||||||||||||
Maximum
|
n/a
|
(1)
|
n/a
|
(1)
|
n/a
|
(1)
|
n/a
|
(1)
|
||||||||
Target
|
$
|
1,496,686,000
|
$
|
21,051,000
|
$
|
88,242,000
|
$
|
185,877,000
|
||||||||
Threshold (75% of Performance Goal)
|
$
|
1,122,514,500
|
$
|
15,788,250
|
$
|
66,181,500
|
$
|
139,407,750
|
||||||||
Below Threshold
|
< $1,122,514,500
|
< $15,788,250
|
< $66,181,500
|
< $139,407,750
|
(1) |
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
|
Goal
|
Achievement (1)
|
Percentage Payout
|
||||||||||
Consolidated Net Sales
|
$
|
1,496,686,000
|
$
|
1,566,299,000
|
104.7
|
%
|
||||||
Financing Segment Operating Income
|
$
|
21,051,000
|
$
|
33,899,000
|
161.0
|
%
|
||||||
Earnings Before Taxes
|
$
|
88,242,000
|
$
|
98,348,000
|
111.5
|
%
|
||||||
Services Revenue
|
$
|
185,877,000
|
$
|
188,646,000
|
101.5
|
%
|
(1) |
FY 2020 Annual Incentive Cash
Payment Earned ($)
|
FY 2019 Annual Incentive Cash
Payment Earned ($)
|
% Change
|
|
Mark P. Marron
|
1,480,778
|
666,540
|
122%
|
Elaine D. Marion
|
740,389
|
266,616
|
178%
|
Darren S. Raiguel
|
740,389
|
266,616
|
178%
|
Element of LTI
|
Weight (by value)
|
Overview of Design
|
Time-Based Restricted Stock
|
CEO: 90%
Other NEOs: 91%
|
• Vests in equal one-third increments per year on the first three one-year anniversaries of the grant
|
Cash Performance Award
|
CEO: 10%
Other NEOs: 9%
|
• 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%
|
NEO
|
TB-Restricted Stock (1)
|
Cash Performance Award (2)
|
Total Value
|
Mark P. Marron
|
$1,749,980
|
$200,000
|
$1,949,980
|
Elaine D. Marion
|
$999,989
|
$100,000
|
$1,099,989
|
Darren S. Raiguel
|
$999,989
|
$100,000
|
$1,099,989
|
(1) |
Award amounts for Time-Based Restricted Stock were determined based on the closing price of our common stock on the date of grant on June 13, 2019.
|
PC Connection Inc.
|
Insight Enterprises, Inc.
|
CDW Corporation
|
|
PCM, Inc. (f/k/a PC Mall)
|
Presidio, Inc.
|
ScanSource, Inc.
|
|
ManTech International Corp.
|
Market Data Subset
|
Description/Rationale
|
||
ePlus’ Peers
|
Current Peers
|
||
Technology Distributors
|
Same sub-industry as ePlus
|
||
IT Services Companies
|
Same industry as Direct Peer Presidio
|
||
Technology Distributors and IT Consulting and Other Services
|
Same sub-industries as ePlus and direct peers (Presidio, CDW, Insight and Avent)
|
||
Companies with Similar Market Cap to Revenue Ratio
|
Reflects companies with similar valuation multiple as ePlus (defined range: 50% - 150% of ePlus multiple)
|
||
Companies with similar 3-year revenue growth
|
Reflects companies with similar growth as ePlus (defined range: 50% - 150% of ePlus growth rate)
|
Year
|
Salary
($) |
Stock
Awards
($)(1)
|
Non-Equity
Incentive Plan
Compensation
($)(2)
|
All Other
Compensation
($)(3)
|
Total
($) |
|
Mark P. Marron – President and Chief Executive Officer
|
2020
|
800,000
|
1,749,980
|
1,480,778
|
12,315
|
4,043,073
|
2019
|
800,000
|
1,704,119
|
666,540
|
10,535
|
3,181,194
|
|
2018
|
740,720
|
1,594,000
|
542,726
|
13,542
|
2,890,988
|
|
Elaine D. Marion – Chief Financial Officer
|
2020
|
450,000
|
999,989
|
740,389
|
10,416
|
2,200,794
|
2019
|
450,000
|
960,500
|
266,616
|
10,019
|
1,687,135
|
|
2018
|
443,504
|
956,400
|
226,136
|
14,211
|
1,640,251
|
|
Darren S. Raiguel – Chief Operating Officer
|
2020
|
450,000
|
999,989
|
740,389
|
9,391
|
2,199,769
|
2019
|
436,381
|
1,089,625
|
266,616
|
7,669
|
1,800,291
|
|
2018
|
-
|
-
|
-
|
-
|
-
|
(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 2020 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. A detailed description of the fiscal 2020 payments can be found in the CD&A.
|
(3) |
Each of our executive officers received other compensation during fiscal years 2020, 2019, and 2018, in the form of an employer 401(k) match (which is available on the same terms to all employees), and each
received travel, meals, and entertainment costs for their family to attend the Company’s sales meeting. The amounts received by each NEO in fiscal year 2020 are enumerated below:
|
Other Compensation
|
||||||||||||
|
Employer 401K
Match
|
Sales
Meeting (a) |
Total Other
|
|||||||||
Mark P. Marron
|
$
|
3,700
|
$
|
8,615
|
$
|
12,315
|
||||||
Elaine D. Marion
|
$
|
3,700
|
$
|
6,716
|
$
|
10,416
|
||||||
Darren S. Raiguel
|
$
|
3,700
|
$
|
5,691
|
$
|
9,391
|
(a)
|
The amounts shown reflect the costs incurred by the Company relating to the executives’ family’s attendance at the sales meeting, grossed up to cover the taxes incurred by the
executive. This payment was received similarly by all attendees at the sales meeting.
|
|
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
($)(4)
|
|
|
|
|
|
|
|
|
|
|
|
Mark P. Marron
|
6/13/2019
|
|
|
|
|
24,171
|
-
|
-
|
1,749,980
|
(1)
|
|
60,000
|
800,000
|
|
1,600,000
|
|
|
|
|
(2)
|
7/3/2019
|
100,000
|
200,000
|
|
300,000
|
|
|
|
|
Elaine D. Marion
|
6/13/2019
|
|
|
|
|
13,812
|
-
|
-
|
999,989
|
(1)
|
30,000
|
400,000
|
|
800,000
|
|
|
|
|
|
(2)
|
7/3/2019
|
50,000
|
100,000
|
|
150,000
|
|
|
|
|
Darren S. Raiguel
|
6/13/2019
|
|
|
|
|
13,812
|
-
|
-
|
999,989
|
(1)
|
|
30,000
|
400,000
|
|
800,000
|
|
|
|
|
(2)
|
7/3/2019
|
50,000
|
100,000
|
|
150,000
|
|
|
|
|
(2) |
These amounts reflect non-equity award opportunities under our 2012 Employee LTIP, and are more fully described in the CD&A under the heading “Long-Term Incentive Program.” Threshold amounts represent
minimal level of achievement of the lowest weighted financial performance metric, and maximum amounts represent 150% of target values. These awards are earned on the third anniversary of the grant date to the extent the Company achieves a
performance goal relating to growth in operating income.
|
(3) |
These amounts represent the number of shares of restricted stock granted to the NEOs under our 2012 Employee LTIP. Equity awards granted to the executive officers and reflected in the 2020 Grants of
Plan-Based Awards Table vest equally over a three-year period, and may be accelerated in limited circumstances as set forth in the Employee LTIP, award agreements, and/or employment agreements.
|
Stock Awards
|
||
Name
|
Number of Shares or
Units of Stock That Have
Not Vested (1) |
Market Value of Shares or Units
of Stock That Have
Not Vested ($)(2)
|
Mark P. Marron
|
62,266
|
3,899,097
|
Elaine D. Marion
|
36,479
|
2,284,315
|
Darren S. Raiguel
|
23,146
|
1,449,403
|
(1) |
The following table shows the dates on which the outstanding stock awards as of March 31, 2020, will vest, subject to continued employment through the vest date, or acceleration in limited circumstances as
set forth in the 2012 Employee LTIP, award agreements, and/or employment agreements.
|
(2) |
We calculated market value by multiplying the closing price of our common stock ($62.62) on the last business day of our fiscal year, March 31, 2020, by the number of shares in the first column.
|
Stock Awards
|
||
Name
|
Number of Shares Acquired
on Vesting (#)
|
Value Realized on Vesting
($) (1)
|
Mark P. Marron
|
44,854
|
3,223,363
|
Elaine D. Marion
|
25,339
|
1,814,898
|
Darren S. Raiguel
|
6,902
|
574,219
|
(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 stock shares were net-share settled such
that the Company withheld shares with value equivalent to the NEO’s 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: Mr. Marron, 26,508; Ms. Marion, 16,004, and Mr. Raiguel, 4,828.
|
|
• |
Mr. Marron’s currently effective agreement was entered into on August 1, 2016, and was Amended and Restated on December 12, 2017.
|
|
• |
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, 2022.
|
|
• |
In the event of disability, termination without cause, or termination for good reason (all as defined in the agreement), Mr. Marron is entitled to eighteen months of his base salary, in addition to a
pro-rated payment under our 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.
Additionally, the Company also would be responsible to pay Mr. Marron an amount in cash equal to the cost of premiums the Company 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 18 months.
|
|
• |
In the event of termination without cause, or by Mr. Marron for good reason, he is also entitled to, at the Company’s election, either the acceleration of unvested restricted stock, or cash in an amount
equal to the value of the stock on the date of termination.
|
|
• |
Mr. Marron’s employment agreement was amended on July 16, 2018, to increase his base salary to $800,000, effective April 1, 2018.
|
Triggering Event
|
Cash Severance
|
Target Cash
Incentive (2)
|
Cash Long-Term
Incentive Award (3)
|
Equity-Based
Compensation
Awards (4)
|
Benefits
|
Total
|
||||||||||||||||||
Termination Without Cause, or for Good Reason, as defined in the agreement
|
$
|
1,241,533
|
$
|
800,000
|
$
|
66,660
|
$
|
3,899,097
|
$
|
-
|
$
|
6,007,290
|
||||||||||||
Change in Control
|
$
|
-
|
$
|
-
|
$
|
3,899,097
|
$
|
-
|
$
|
3,899,097
|
||||||||||||||
Death or Disability (1)
|
$
|
1,241,533
|
$
|
800,000
|
$
|
66,660
|
$
|
3,899,097
|
$
|
-
|
$
|
6,007,290
|
(2) |
In the event of disability, termination without cause or by Mr. Marron for good reason, all as defined in the agreement, Mr. Marron is entitled to a pro-rated amount of the payment under our 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 assumes the target goal is reached
but not exceeded.
|
(3) |
Pursuant to a Cash Long-Term Incentive Award made pursuant to our 2012 Employee LTIP, in the event the participant’s employment is terminated due to death, death, disability as defined in the 2012 Employee
LTIP, or without cause as defined in any applicable employment agreement, the Company shall pay to the Participant, or his or her estate, a pro-rated amount of the target award, based on the number of days elapsed before employment
termination, divided by the number of days in the performance period.
|
(4) |
Pursuant to the 2012 Employee LTIP, and our standard restricted stock award agreements, upon death or a change in control, as defined by the 2012 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 ($62.62) on the last business day of our fiscal year, March 31, 2020.
|
|
• |
Ms. Marion’s agreement was amended and restated on December 12, 2017.
|
|
• |
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, 2021.
|
|
• |
In the event of disability, termination without cause, or termination for good reason (all as defined in the agreement), Ms. Marion is entitled to twelve months of her base salary, in addition to a
pro-rated amount of the payment under our CIP. Additionally, the Company would be required to pay to Ms. Marion an amount in cash equal to the cost of premiums the Company 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 18 months.
|
|
• |
In the event of termination without cause or by Ms. Marion for good reason, she is also entitled to, at the Company’s election, either the acceleration of unvested restricted stock, or cash in an amount
equal to the value of the stock on the date of termination.
|
|
• |
In the event of termination without cause by the Company or for good reason by Ms. Marion, an amount in cash equal to the cost of premiums the Company 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 18 months.
|
|
• |
Ms. Marion’s employment agreement was amended on June 8, 2017, to increase her base salary to $450,000.
|
Triggering Event
|
Cash Severance
|
Target Cash
Incentive (2)
|
Cash Long-Term
Incentive Award (3)
|
Equity-Based
Compensation
Awards (4)
|
Benefits
|
Total
|
||||||||||||||||||
Termination Without Cause, or for Good Reason, as defined in the agreement
|
$
|
492,200
|
$
|
400,000
|
$
|
33,333
|
$
|
2,284,315
|
$
|
-
|
$
|
3,209,848
|
||||||||||||
Change in Control
|
$
|
-
|
$
|
-
|
$
|
2,284,315
|
$
|
-
|
$
|
2,284,315
|
||||||||||||||
Death or Disability (1)
|
$
|
492,200
|
$
|
400,000
|
$
|
33,333
|
$
|
2,284,315
|
$
|
-
|
$
|
3,209,848
|
(1) |
The Cash Severance column assumes disability. No cash severance is due in the event of death.
|
(2) |
In the event of disability, termination by the Company without cause, or by Ms. Marion for good reason, all as defined in the agreement, Ms. Marion is entitled to a pro-rated amount of the payment under
our CIP. The above table assumes the target goal is reached but not exceeded.
|
(3) |
Pursuant to a Cash Long-Term Incentive Award made pursuant to our 2012 Employee LTIP, in the event the participant’s employment is terminated due to death, death, disability as defined in the 2012 Employee
LTIP, or without cause as defined in any applicable employment agreement, the Company shall pay to the Participant, or his or her estate, a pro-rated amount of the target award, based on the number of days elapsed before employment
termination, divided by the number of days in the performance period.
|
(4) |
Pursuant to the 2012 Employee LTIP, and our standard restricted stock award agreements, upon death or a change in control, as defined by the 2012 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 ($62.62) on the last business day of our fiscal year, March 31, 2020.
|
|
• |
Effective as of May 7, 2018.
|
|
• |
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, 2021.
|
|
• |
In the event of disability, termination without cause, or termination for good reason (all as defined in the agreement), Mr. Raiguel is entitled to twelve months of his base salary, in addition to a
pro-rated amount of the payment under our CIP. Additionally, the Company would be required to pay to Mr. Raiguel an amount in cash equal to the cost of premiums the Company 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 18 months.
|
|
• |
In the event of termination without cause or by Mr. Raiguel for good reason, he is also entitled to, at the Company’s election, either the acceleration of unvested restricted stock, or cash in an amount
equal to the value of the stock on the date of termination.
|
Triggering Event
|
Cash Severance
|
Target Cash
Incentive (2)
|
Cash Long-Term
Incentive Award (3)
|
Equity-Based
Compensation
Awards (4)
|
Benefits
|
Total
|
||||||||||||||||||
Termination Without Cause, or for Good Reason, as defined in the agreement
|
$
|
492,200
|
$
|
400,000
|
$
|
33,333
|
$
|
1,449,403
|
$
|
-
|
$
|
2,374,936
|
||||||||||||
Change in Control
|
$
|
-
|
$
|
-
|
$
|
1,449,403
|
$
|
-
|
$
|
1,449,403
|
||||||||||||||
Death or Disability (1)
|
$
|
492,200
|
$
|
400,000
|
$
|
33,333
|
$
|
1,449,403
|
$
|
-
|
$
|
2,374,936
|
(1) |
The Cash Severance column assumes disability. No cash severance is due in the event of death.
|
(2) |
In the event of disability, termination by the Company without cause, or by Mr. Raiguel for good reason, all as defined in the agreement, Mr. Raiguel is entitled to a pro-rated amount of the payment under
our CIP. The above table assumes the target goal is reached but not exceeded.
|
(3) |
Pursuant to a Cash Long-Term Incentive Award made pursuant to our 2012 Employee LTIP, in the event the participant’s employment is terminated due to death, death, disability as defined in the 2012 Employee
LTIP, or without cause as defined in any applicable employment agreement, the Company shall pay to the Participant, or his or her estate, a pro-rated amount of the target award, based on the number of days elapsed before employment
termination, divided by the number of days in the performance period.
|
(4) |
Pursuant to the 2012 Employee LTIP, and our standard restricted stock award agreements, upon death or a change in control, as defined by the 2012 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 ($62.62) on the last business day of our fiscal year, March 31, 2020.
|
Median employee
total annual compensation |
Mr. Marron’s
total annual compensation |
$113,329
|
$4,043,074
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
|
Weighted
average
exercise price
of outstanding
options,
warrants, and
rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
first column)
|
||
Equity compensation plans approved by security holders
|
-
|
n/a
|
737,401
|
(1)
|
Equity compensation plans not approved by security holders
|
-
|
n/a
|
-
|
|
Total
|
-
|
|
737,401
|
|
(1) |
This number includes 126,757 shares reserved for issuance under the 2017 Non-Employee Director Long-Term Incentive Plan and available for future restricted stock awards, and 610,644 shares reserved for
issuance under the 2012 Employee LTIP and available for future awards.
|
Fiscal 2020 ($)
|
Fiscal 2019 ($)
|
|||||||
Audit Fees
|
$
|
1,650,161
|
$
|
1,773,266
|
||||
Audit Related Fees
|
-
|
-
|
||||||
Tax Fees
|
89,186
|
113,888
|
||||||
All Other Fees
|
-
|
1,895
|
||||||
TOTAL FEES
|
$
|
1,739,347
|
$
|
1,889,049
|
|
• |
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) and the advisory vote to approve Named Executive Officer compensation (Proposal 2) 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, 13595 Dulles Technology Drive, Herndon, Virginia, 20171;
|
|
• |
Delivering a later-dated proxy (either in writing, by telephone, or via the Internet); or
|
|
• |
Voting in person at the meeting.
|
August 3, 2020
|
By Order of the Board of Directors
|
|
|
Erica S. Stoecker
|
|
|
Corporate Secretary, General Counsel, & Chief Compliance Officer
|
1 Year ePlus Chart |
1 Month ePlus Chart |
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