John Callies
About John E. Callies
Independent director at ePlus inc. since 2010, age 71, and designated by the Board as an “audit committee financial expert.” Career includes 34 years at IBM, culminating as General Manager of IBM Global Financing (2004–Jun 2010) overseeing a ~$35B asset portfolio across 55 countries, and Senior Advisor to McKinsey & Company since 2011. He is currently independent under Nasdaq rules and serves as Chair of the Nominating & Corporate Governance Committee and member of the Audit Committee; he has no other public company directorships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ePlus inc. | Independent Director | Director since 2010 | Compensation Committee Chair (FY2023) ; Audit Committee member (FY2024) and designated incoming Chair post-2024 annual meeting ; Rotated to Chair of Nominating & Corporate Governance and Audit member post-Jul 18, 2025 . |
| IBM | General Manager, IBM Global Financing | 2004–Jun 2010 | Led world’s largest IT financing and asset management org; ~$35B asset portfolio; operations in 55 countries, 125,000 clients . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Advisor | 2011–present | Strategic advisory experience; complements ePlus committee leadership . |
| Other Public Company Directorships | None | — | No interlocks via other public boards . |
Board Governance
- Current roles (post-July 18, 2025): Chair, Nominating & Corporate Governance; Member, Audit. Audit Committee Chair transitioned to Melissa Ballenger; Callies remains an audit committee financial expert .
- FY2024 roles: Member, Audit; slated to become Audit Committee Chair immediately following the 2024 Annual Meeting; Bergeron to become Compensation Chair .
- FY2023 roles: Chair, Compensation Committee; member independence attested; responsibilities included CD&A oversight, CEO goal setting, succession planning, and incentive plan risk review .
- Independence: Affirmatively determined independent (Nasdaq) in 2023–2025 .
- Attendance: Board met 8x (FY2023), 6x (FY2024), 7x (FY2025); all directors attended at least 95% (FY2023) and at least 75% in FY2024–FY2025; all eight directors attended 2024 annual meeting .
Fixed Compensation
- Structure evolution: Non-employee directors received $86,250 annual cash retainer and time-based restricted stock equal to prior-year cash through FY2024; effective Oct 2024, annual restricted stock increased to $105,000 to align with peers; Board Chair receives $50,000 cash; committee chair fees effective Apr 1, 2024 (Audit $15,000; Compensation $12,500; Nominating & Corporate Governance $10,000) .
- Callies’ actual director pay:
| Fiscal Year | Cash Fees | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| FY2023 | $86,250 | $83,414 | $169,664 |
| FY2024 | $86,250 | $86,240 | $172,490 |
| FY2025 | $100,129 | $104,929 | $205,058 |
Notes: Chair fees explain higher cash in FY2025; directors could elect stock in lieu of cash; such stock is not subject to forfeiture or vesting .
Performance Compensation
- Director equity is time-based restricted stock (no performance metrics). Vesting generally in equal installments on 1st and 2nd anniversaries of grant (per 2017 plan; 2024 plan update maintained restricted stock structure) .
| Award Year | Award Type | Grant Value | Grant Date/Price | Vesting |
|---|---|---|---|---|
| 2022 (for FY2023 service) | Restricted Stock | $83,413.80 (per director) | Not specified | 50% at 1-year, 50% at 2-year anniversaries |
| 2023 (for FY2024 service) | Restricted Stock | $86,240.22 (1,353 shares at $63.74 on Sep 25, 2023) | 9/25/2023 at $63.74 | 50% at 1-year, 50% at 2-year anniversaries |
| 2024 (for FY2025 service) | Restricted Stock | $105,000 (value); shares determined by dividing by $98.34 close; granted Oct 1, 2024 | 10/01/2024; $98.34 price used | Noted as restricted stock under 2024 Director LTIP |
Plan guardrails: 2024 Non-Employee Director LTIP authorized 300,000 shares and caps any non-employee director’s combined cash+equity at $500,000 per fiscal year .
Clawback: Compensation Committee periodically reviews “clawback” policies (primarily for employees/executives) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current public company boards; zero other public boards per ePlus nominee table . |
| Compensation Committee Interlocks | — | — | No interlocks in FY2025; Compensation Committee composed solely of independent directors; no related person transactions among members . |
Expertise & Qualifications
- Audit committee financial expert; financially literate with significant financing/leasing expertise; international operations leadership .
- Skills matched to ePlus priorities include finance, risk oversight, leasing/financing, corporate governance, and international business .
Equity Ownership
- Ownership guidelines: Non-employee directors expected to hold ≥3× annual cash retainer within four years; all directors met or are within phase-in period (FY2024, FY2025) .
- Beneficial ownership trend for Callies:
| Record Date | Beneficially Owned Shares | % Outstanding | Unvested Restricted Shares Included |
|---|---|---|---|
| Jul 21, 2023 | 20,448 | <1% | 2,840 |
| Jul 18, 2024 | 20,493 | <1% | 2,379 |
| Jul 22, 2025 | 20,510 | <1% | 1,744 |
Hedging/pledging: Directors/insiders are prohibited from hedging, short sales, derivatives, and pledging except with pre-approval; all insider trades require pre-approval .
Insider trading compliance: Company believes all Section 16 reports timely, except three executive filings one day late due to administrative error; no director delinquencies identified .
Governance Assessment
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Strengths:
- Multi-committee leadership rotation (Compensation Chair → Audit Chair designate → Nominating & Governance Chair) demonstrates board depth, succession planning, and governance refresh; maintains financial expertise on Audit .
- Independence affirmed; robust attendance thresholds met across FY2023–FY2025; independent-only committees; regular executive sessions under independent Board Chair .
- Pay mix aligned with shareholders (meaningful restricted stock; increased equity grant in 2024 to market levels; director compensation capped under new LTIP) .
- No related-party transactions involving Callies disclosed; related-person policy centralized under Nominating & Governance oversight .
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Watch items:
- Long director tenure (since 2010) can be double-edged; continuity benefits but length may raise refreshment questions; Board has executed committee rotations and added a new independent director (Ballenger) and transitioned Chair role in 2024–2025, partially mitigating refreshment concerns .
- No current other public boards (positive for bandwidth; neutral for external benchmarking) .
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Signals for investor confidence:
- Strong say-on-pay support (93.2% in 2024), consistent with disciplined compensation oversight .
- Prohibitions on hedging/pledging reduce alignment risks; ownership guidelines in compliance .
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RED FLAGS: None identified specific to Callies. No related-party transactions, pledging, hedging, or attendance issues disclosed .