Elaine Marion
About Elaine Marion
Elaine D. Marion, age 57, is Chief Financial Officer of ePlus inc. (PLUS), having joined the company in 1998 and serving as CFO since September 1, 2008; she holds a BS in Business Administration (Accounting concentration) from George Mason University and previously served as General Manager of Bristow Development Corporation . Under her finance leadership, ePlus delivered five-year CAGRs through FY2025 of 7% for net sales, 19% for services revenue, 10% for gross profit, 7% for operating income, 10% for net earnings, and 10% for diluted EPS; FY2025 saw services revenue up 37.1% while net sales softened 7.0% amid strategic portfolio shifts . Over the period from March 31, 2020 to March 31, 2025, a $100 investment in ePlus grew to $194.92 (Company TSR), contextualized against peers at $171.67, while FY2025 operating income and net income were $141.4M and $108.0M, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ePlus Technology, inc. (subsidiary) | Controller | 1998–2004 | Led subsidiary accounting and controls during growth of technology solutions platform . |
| ePlus inc. | Vice President of Accounting | 2004–2008 | Scaled corporate accounting and reporting ahead of promotion to CFO . |
| ePlus inc. | Chief Financial Officer | 2008–present | Executive leadership across capital allocation, incentive design, and performance management during multi-year revenue and profit CAGR expansion . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| George Mason University School of Business | Chair, Dean’s Advisory Council | Current | Ongoing industry-academic engagement and governance advisory . |
| University of Mary Washington College of Business | Executive Advisory Board (former) | Prior | Previous advisory board service . |
Fixed Compensation
| Component | FY2024 | FY2025 | Post-FY2025 update |
|---|---|---|---|
| Base Salary ($) | $500,000 | $525,000 | Increased to $540,000 effective April 1, 2025 . |
| All Other Compensation ($) | $15,945 | $71,019 (includes grossed-up family attendance at high-performer meeting $62,569, life insurance imputed income and 401(k) match) | Policy allows limited perquisites; no executive-only tax gross-ups beyond benefits available broadly . |
Performance Compensation
Annual Cash Incentive (2018 CIP; one-year performance)
| Metric | Weight | Target | Actual | Attainment | Payout mechanics | FY2025 Payout (Elaine) |
|---|---|---|---|---|---|---|
| Consolidated Net Sales | 20% | $2,331,170k | $1,982,224k | 85.0% | 0–200% scale with threshold at 75%, linearly increasing; >100% earns +5% per pt | 118% of target overall payout . |
| Financing Segment Operating Income | 20% | $26,778k | $36,364k | 135.8% | As above | Included in 118% overall . |
| Earnings Before Taxes | 30% | $191,650k | $162,476k | 84.8% | As above | Included in 118% overall . |
| Services Gross Profit | 30% | $124,398k | $118,673k | 95.4% | As above | Included in 118% overall . |
| Target Bonus ($) | — | $675,000 | — | — | Weighted across four metrics | $795,941 received; +18% YoY vs $673,443 in FY2024 . |
Notes: FY2025 cash incentive excludes certain extraordinary items and M&A-related adjustments per plan terms; clawback provisions under Dodd-Frank/Sarbanes-Oxley apply .
Long-Term Cash Performance Awards (2021 Employee LTIP; 3-year performance)
| Performance Period | Metric | Target | Actual | Attainment | Payout Scale | Elaine’s Payout |
|---|---|---|---|---|---|---|
| Apr 1, 2022 – Mar 31, 2025 | Operating Income growth | $176,778k (20% growth over period) | $149,889k | 84.8% | 0–150% target; thresholds and escalators per plan | $116,122; 77% of target ($150,000) . |
| Apr 1, 2022 – Mar 31, 2025 | Net Sales growth | $2,039,541k (12% growth over period) | $1,889,137k | 92.6% | As above | Incorporated in 77% payout . |
Performance Stock Units (PSUs; 3-year performance)
| Grant Date | Performance Period | Metric | Weight | Threshold/Max | Target Shares | Max Shares | Status |
|---|---|---|---|---|---|---|---|
| Apr 2, 2024 | Apr 1, 2024 – Mar 31, 2027 | Operating Income growth | 45% | 50% threshold; up to 200% max | 4,456 | 8,912 | In progress; vests based on achievement at period end . |
| Apr 2, 2024 | Apr 1, 2024 – Mar 31, 2027 | Net Sales growth | 45% | 50% threshold; up to 200% max | Part of 4,456 total | Part of 8,912 max | In progress . |
| Apr 2, 2024 | Apr 1, 2024 – Mar 31, 2027 | Relative TSR vs Russell 2000 | 10% | 50% threshold; up to 200% max | Part of 4,456 total | Part of 8,912 max | In progress . |
Equity Grants (FY2025 awards)
| Instrument | Grant Date | Shares/Units | Grant Date FV ($) | Vesting |
|---|---|---|---|---|
| Restricted Stock (RS) | Jun 14, 2024 | 18,574 | $1,349,958 | Three equal annual tranches on 1st, 2nd, 3rd anniversaries . |
| PSUs | Apr 2, 2024 | Target 4,456; Max 8,912 | $699,948 | Earned based on 3-year performance; 0–200% payout . |
| Long-Term Cash Award | Apr 2, 2024 | Target $200,000 | — | Paid at period end; 0–150% payout . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 118,020 shares; includes 78,621 held in a revocable trust (trustee), 38,975 unvested restricted shares (with voting rights), and 424 shares in an IRA; less than 1% of outstanding shares . |
| Outstanding unvested RS | 42,360 shares; market value $2,585,231 at $61.03 on Mar 31, 2025 . |
| Outstanding PSUs | 7,725 units; market value $471,457 at $61.03 on Mar 31, 2025 . |
| RS vest schedule | 7,689 on 6/8/2025; 14,239 on 6/14/2025; 14,240 on 6/14/2026; 6,192 on 6/14/2027 . |
| PSU vest schedule | 3,269 on 3/31/2026; 4,456 on 3/31/2027 (subject to performance) . |
| Stock ownership guideline | 2x base salary for non-CEO executives; must retain half of all equity until compliance; all executives currently meet guidelines . |
| Hedging/pledging | Hedging and short sales prohibited; options/derivatives trading prohibited; pledging and margin accounts prohibited except in limited cases with pre-approval . |
| Options | Company does not currently grant stock options; no options outstanding . |
| Tax withholding/insider trades | RS net-share settlement used to cover taxes; FY2025 vesting yielded 24,416 gross shares and $1,787,828 value for Marion, with 15,446 net shares after withholding ; one Form 4 (tax withholding) filed one day late due to administrative error . |
Employment Terms
| Provision | CFO Elaine D. Marion |
|---|---|
| Agreement term | Amended & restated Dec 12, 2017; automatic one-year renewals; current expiration July 31, 2027 . |
| Current base salary | $540,000 (effective Apr 1, 2025; prior $525,000 at FY2025) . |
| Severance (termination without cause/for good reason) | Cash severance equal to 12 months base salary plus 12 months’ COBRA-equivalent premiums; company elects to accelerate unvested RS or pay cash equal to RS value . |
| Change-in-control (CIC) | RS fully vest upon CIC; PSUs and long-term cash awards paid at target under specific termination within 24 months post-CIC absent equivalent value; see table below . |
| Clawback | Company-wide recoupment policy adopted per Dodd-Frank/NASDAQ; applies to incentive compensation; LTIP and awards include clawback language and recoupment triggers (restatements, etc.) . |
| Non-compete/non-solicit | Severance contingent on compliance with confidentiality, non-compete, and non-solicitation provisions . |
Potential Payments (Hypothetical termination at Mar 31, 2025)
| Scenario | Cash Severance | Annual Cash Incentive | Long-Term Cash Awards | RS (accelerated) | PSUs | Total |
|---|---|---|---|---|---|---|
| Termination without cause / for good reason | $546,114 | $795,941 | $227,266 | $2,585,231 | $183,465 | $4,338,017 |
| Change in Control | $0 | $0 | $200,000 | $2,585,231 | $549,939 | $3,335,170 |
| Disability | $546,114 | $795,941 | $380,314 | $2,585,231 | $549,939 | $4,857,539 |
| Death | $0 | $795,941 | $380,314 | $2,585,231 | $549,939 | $4,311,425 |
| Retirement | $0 | $795,941 | $200,000 | $0 | $549,939 | $1,545,880 |
Compensation Structure Analysis
- Mix and trajectory: FY2025 targeted long-term compensation increased heavily in performance equity and LT cash vs FY2024 (PSU target +75%; LT cash +33%), with time-based RS held flat; annual cash target rose 8% vs FY2024, yielding 118% payout on mixed goal attainment .
- Design emphasizes multi-year vesting and three performance vectors (Operating Income growth, Net Sales growth, Relative TSR), with clear clawback language and recoupment provisions in LTIP and stand-alone policy .
- No stock options are used—equity is delivered via RS and PSUs, reducing option-based risk and potentially lowering volatility in realized pay .
Compensation Peer Group and Say-on-Pay
- Benchmarking: Compensation Committee used a peer group including CACI, EPAM, ASGN, ScanSource, PC Connection (now Connection), ICF, Itron, Unisys, Thoughtworks, CSG Systems, Perficient, StarTek, Pure Storage, and Climb Global Solutions; Mercer database used as secondary reference .
- Shareholder support: Say-on-pay approved with approximately 93.2% at the September 2024 annual meeting; Committee made no material program changes in response .
Performance & Track Record
| Period | Metric | Result |
|---|---|---|
| FY2025 | Net sales | $2,068.8M, down 7.0% YoY . |
| FY2025 | Services revenue | $400.4M, up 37.1% YoY . |
| FY2025 | Gross profit | $569.1M, up 3.3% YoY . |
| FY2025 | Operating income | $141.4M, down 10.6% YoY . |
| FY2025 | Net earnings | $108.0M, down 6.7% YoY . |
| FY2021–FY2025 | CAGRs | Net sales 7%; Services rev 19%; Gross profit 10%; Operating income 7%; Net earnings 10%; Diluted EPS 10% . |
| Mar 31, 2020–Mar 31, 2025 | Company TSR (per $100 invested) | $194.92 . |
| FY2025 | Operating income | $141.4M . |
| FY2025 | Net income | $107.978M . |
Risk Indicators & Red Flags
- Hedging/pledging banned; derivatives and margin accounts restricted except limited pre-approval—reduces misalignment risk .
- Clawback: Nasdaq-compliant recoupment policy; LTIP/awards contain restatement-based forfeiture—mitigates incentive-risk .
- Section 16 compliance: One Form 4 related to tax withholding for RS vesting filed one day late due to administrative error—administrative, not indicative of trading abuse .
- Related-party transactions: None involving Marion; disclosed CEO family employment reviewed and approved per policy .
Equity Ownership & Vesting Schedules (Trading Signal Context)
| Upcoming vest dates (RS) | Shares | Note |
|---|---|---|
| 6/8/2025 | 7,689 | Net share settlement historically used to satisfy taxes—may result in withheld shares, not open-market sales . |
| 6/14/2025 | 14,239 | As above . |
| 6/14/2026 | 14,240 | As above . |
| 6/14/2027 | 6,192 | As above . |
| Upcoming PSU performance endpoints | Units | Note |
|---|---|---|
| 3/31/2026 | 3,269 | Earn-out contingent on Operating Income, Net Sales growth, and Relative TSR vs Russell 2000 . |
| 3/31/2027 | 4,456 (target) | Potential 0–200% payout . |
Insider trading policy requires pre-approval and prohibits hedging and short sales, limiting opportunistic trading; vest-related tax withholding can create mechanical share disposition events around vest dates .
Employment Agreements, Severance, and Change-of-Control Economics
- Term and renewal mechanics: Annual auto-renewal; current expiration July 31, 2027 .
- Severance multiple: 12 months base salary plus 12 months benefits; acceleration or cash value of RS at company election upon qualifying separation .
- CIC treatment: RS accelerate; PSUs/long-term cash paid at target in qualifying termination within 24 months post-CIC absent equivalent value .
- Representative payouts under scenarios: $4.34M for termination without cause/for good reason; $3.34M for CIC; $4.86M disability; $4.31M death; $1.55M retirement (hypothetical at Mar 31, 2025) .
Investment Implications
- Alignment: Strong linkage of annual and long-term incentives to Operating Income, Net Sales, and Relative TSR, with robust clawback and ownership guidelines—enhances shareholder alignment and reduces pay-for-performance drift .
- Retention risk: Multi-year RS/PSU vesting and sizable unvested balances ($2.59M RS; $0.47M PSUs at FY2025 year-end) create retention hooks; severance/CIC protections provide stability but not excessive (12-month severance) .
- Trading signals: RS vest clusters (June dates) historically lead to tax withholding net-share settlements; while not open-market sales, they can contribute to technical supply; pre-approval and hedging/pledging bans dampen adverse signals .
- Pay trajectory: FY2025 increased emphasis on PSUs and LT cash (75% and 33% target increases respectively) signals higher at-risk pay tied to multi-year fundamentals; annual cash payout at 118% suggests execution vs plan amid services mix shift .
- Governance and shareholder support: High say-on-pay approval (93.2%) and no options usage indicate conservative equity design; peer group indicates benchmarking discipline without percentile ratcheting .