Bruce Bowen
About Bruce M. Bowen
Bruce M. Bowen, age 73, is an independent director of ePlus (PLUS) and a company founder who has served on the Board since 1990. He previously served as President (1990–Sept 1996), EVP (Sept 1996–Mar 2014), and CFO (Sept 1996–Jun 1997), retiring as an employee in May 2018; his background is in equipment leasing with over $3B of transactions and leadership roles in industry associations. He holds a B.S. in Finance and an MBA in Finance from the University of Maryland, and brings deep finance, funding, and operations expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ePlus inc. | President | 1990–Sep 1996 | Founding executive; led early-stage growth |
| ePlus inc. | Executive Vice President | Sep 1996–Mar 2014 | Senior operating leadership; finance and funding expertise |
| ePlus inc. | Chief Financial Officer | Sep 1996–Jun 1997 | Oversight of financial strategy and controls |
| PacifiCorp Capital, Inc. | Senior Vice President | Pre-1990 | Equipment leasing transactions exceeding $3B; industry expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Association for Government Leasing and Finance | Chair (past) | Not disclosed | Broadened industry understanding; policy and best practices influence |
| Equipment Leasing and Finance Association | Committee roles (past) | Not disclosed | Industry committee participation; sector insights |
| Other Public Company Boards | None | — | No interlocks reported |
Board Governance
- Committee assignments: None; not currently serving on Audit, Compensation, or Nominating & Corporate Governance .
- Independence: Board affirmatively determined Bowen is independent under Nasdaq listing standards .
- Attendance and engagement: Board held seven meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; all eight directors then in service attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Board Chair is Maureen Morrison; roles of Board Chair and CEO are separated, with regular executive sessions of independent directors .
- Years of service: Director since 1990 .
Fixed Compensation
| Element | FY 2024 | FY 2025 |
|---|---|---|
| Annual Cash Retainer (base for non‑employee directors) | $86,250 | $86,250 |
| Annual Restricted Stock Award (value) | $86,240.22 (1,353 shares at $63.74 on Sep 25, 2023) | $105,000 (value increased in Oct 2024) |
| Board Chair additional cash | $50,000 (Chair only; Bowen is not Chair) | $50,000 (Chair only; Bowen is not Chair) |
| Committee Chair fees (if applicable) | Audit $15,000; Comp $12,500; Nominating $10,000 (Chair only) | Audit $15,000; Comp $12,500; Nominating $10,000 (Chair only) |
| Bruce Bowen – Director Compensation (Actual) | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $86,250 | $86,250 |
| Stock Awards (grant‑date fair value) | $86,240 | $104,929 |
| Total | $172,490 | $191,179 |
Bowen elected stock in lieu of cash throughout FY2025; stock received under the stock fee election is not subject to vesting or forfeiture .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting Schedule | Notes |
|---|---|---|---|---|
| Restricted Stock (annual) | Sep 25, 2023 | 1,353 shares at $63.74 ($86,240.22) | Vests in equal installments on 1st and 2nd anniversaries of grant (2017 Director LTIP) | Standard annual director RS award under prior plan |
| Restricted Stock (annual) | Oct 1, 2024 | $105,000; shares determined by $105,000 ÷ $98.34, rounded down | Vesting terms under 2024 Director LTIP not detailed in proxy | Annual RS award value increased in Oct 2024 to remain competitive |
| Stock Fee Election (shares in lieu of cash retainer) | Quarterly FY2025 | Q1: 292; Q2: 226; Q3: 291; Q4: 351 shares | Not subject to forfeiture/vesting under 2024 Director LTIP | Bowen elected stock for quarterly retainer |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None | — | — | No other public company directorships |
Expertise & Qualifications
- Founder with extensive leasing, finance, sales, and operations experience; executed >$3B of equipment lease financings; industry association leadership .
- Education: B.S. Finance and MBA Finance, University of Maryland .
- Board-relevant skills per biography: finance and funding depth; sales/operations knowledge across industry-specific areas .
Equity Ownership
| Holder/Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership (Bruce M. Bowen) | 26,997 | Includes below plus unvested RS |
| Bowen Holdings LLC | 10,700 | LLC owned by Bowen and three adult children; Bowen is manager |
| Elizabeth Dederich Bowen Trust | 1,084 | Spouse is trustee |
| Bruce Montague Bowen Trust | 12,526 | Bowen is trustee |
| Unvested restricted stock | 1,744 | Unvested as of Jul 22, 2025 |
| Ownership as % of shares outstanding | <1% | “Less than 1%” per proxy |
- Stock ownership guidelines: Non‑employee directors must reach 3x annual cash retainer within four years; all directors met the requirement or were within phase‑in during FY2025 .
- Hedging/pledging policy: Insiders (including directors) are prohibited from hedging, short sales, and options; pledging/margin accounts are prohibited except in limited, pre‑approved circumstances .
Governance Assessment
- Alignment signals: Bowen elected stock in lieu of cash throughout FY2025, increasing exposure to shareholder outcomes; maintains meaningful beneficial ownership, including family entities and trusts .
- Independence and tenure: Despite founder/ex‑executive status, Board affirmed independence under Nasdaq; very long tenure since 1990, with no current committee assignments—reduces committee‑level influence but may raise refreshment considerations .
- Attendance and engagement: Meets minimum expectations (≥75% meetings attended); Board held seven meetings in FY2025; no attendance red flags disclosed .
- Compensation structure: Director pay mix is balanced cash/equity, with RS grant value increased to $105,000 in Oct 2024 to align with market; stock fee election shares are immediately owned, not subject to vesting, while annual RS awards vest per plan—no performance‑linked metrics for directors disclosed .
- Related‑party exposure: No related person transactions disclosed involving Bowen; the only reported related person transaction in FY2025 concerned CEO’s family employment, reviewed under the policy .
No RED FLAGS identified specific to Bowen in FY2025: no hedging/pledging disclosed, no related‑party transactions, and compliance with ownership guidelines reported at the Board level .
Appendices
FY2025 Board Committees Overview (context)
- Audit Committee: Chair Melissa J. Ballenger; members John E. Callies, Maureen F. Morrison; 9 meetings; all members deemed “audit committee financial experts” .
- Compensation Committee: Chair Renée Bergeron; members Melissa J. Ballenger, Ira A. Hunt, III; 5 meetings; all independent; no interlocks disclosed .
- Nominating & Corporate Governance Committee: Chair John E. Callies; members Renée Bergeron, Ira A. Hunt, III, Maureen F. Morrison; 5 meetings; reviews related person transactions .
Director Compensation Evolution (context)
- FY2024: Annual cash retainer $86,250; annual RS ~$86,240; Chair fee $50,000; stock fee election available (Messrs. Bowen and Hovde elected stock for quarterly retainers) .
- FY2025: Annual cash retainer $86,250; annual RS increased to $105,000 (Oct 2024); quarterly stock fee election grants to Bowen: 292/226/291/351 shares; unvested RS at 3/31/2025: 1,744 shares .