Mark Marron
About Mark Marron
Mark P. Marron, age 64, is President and CEO of ePlus inc. since August 1, 2016 and a director since November 14, 2018; he holds a B.S. in Computer Science from Montclair State University and previously led global sales roles at NetIQ and Computer Associates International Inc. During FY2025, ePlus net sales decreased 7.0% to $2,068.8M, services revenue grew 37.1% to $400.4M, gross profit rose 3.3% to $569.1M, operating income fell 10.6% to $141.4M, and diluted EPS decreased 6.5% to $4.05; over FY2021–FY2025, net sales grew at 7% CAGR, services revenue 19%, gross profit 10%, operating income 7%, net earnings 10%, and diluted EPS 10% CAGR . Pay-versus-performance disclosure shows a $100 investment in ePlus stock grew to $194.92 vs peer TSR $171.67 by FY2025, reflecting multi-year shareholder value creation under Marron’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ePlus inc. | President & CEO | 2016–present | Led corporate strategy and global operations; pivot to pure-play tech solutions post financing divestiture . |
| ePlus inc. | Director | 2018–present | Board-level oversight; not independent under Nasdaq . |
| ePlus inc. | Chief Operating Officer | 2010–2016 | Scaled sales and operations; international sales leadership . |
| ePlus inc. | SVP of Sales | 2005–2010 | Built sales organization and growth foundation . |
| NetIQ | SVP, Worldwide Sales & Services | Not disclosed | Drove global revenue and services execution across regions . |
| Computer Associates International Inc. | General Manager, Worldwide Channel Sales | Not disclosed | Channel strategy and global go-to-market leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public company directorships disclosed . |
| NetIQ | SVP Worldwide Sales & Services | Not disclosed | Prior executive role (not a directorship) . |
| Computer Associates International Inc. | GM Worldwide Channel Sales | Not disclosed | Prior executive role (not a directorship) . |
Board Governance
- Board service: Director since Nov 14, 2018; not independent; no committee memberships; Board has separated Chair and CEO, with Maureen Morrison serving as Chair .
- Board attendance: All directors attended at least 75% of meetings; Board held seven meetings in FY2025 .
- Dual-role implications: Separation of Chair/CEO mitigates typical CEO-Chair concentration risk; CEO as director provides operational insight but is non-independent under Nasdaq .
Director compensation for Marron: Receives no additional pay for board service; compensation reported as an executive .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $916,500 | $925,000 | $975,000 |
| Stock Awards ($) | $2,199,967 | $3,199,832 | $3,799,811 |
| Non-Equity Incentive ($) | $1,283,627 | $1,570,821 | $1,568,939 |
| All Other Compensation ($) | $22,131 | $26,443 | $63,800 |
| Total Compensation ($) | $4,422,225 | $5,722,096 | $6,407,550 |
| Base Salary (as of March 31) | 2024 | 2025 |
|---|---|---|
| Marron | $925,000 | $975,000 |
Comp program changes (design-level) for FY2025:
- Target annual cash incentive increased by 7% vs FY2024 for Marron .
- PSUs target value increased by 60%; long-term cash performance award target increased by 27% .
- Time-based RSU target value held flat vs FY2024 .
Performance Compensation
Annual Cash Incentive Plan (FY2025)
| Metric | Weighting | Target | Actual | Goal Achieved |
|---|---|---|---|---|
| Consolidated Net Sales | 20.0% | $2,331,170 | $1,982,224 | 85.0% |
| Financing Segment Operating Income | 20.0% | $26,778 | $36,364 | 135.8% |
| Earnings Before Taxes | 30.0% | $191,650 | $162,476 | 84.8% |
| Services Gross Profit | 30.0% | $124,398 | $118,673 | 95.4% |
| FY2025 Bonus Outcome (CEO) | Target Bonus | Actual Paid | Payout % |
|---|---|---|---|
| Marron | $1,150,000 | $1,356,048 | 118% |
| Annual Incentive Paid ($) | FY2024 | FY2025 | % Change |
|---|---|---|---|
| Marron | $1,158,321 | $1,356,048 | 17% |
Key payout mechanics: Awards range 0–200% of target; threshold at 75% of goal yields 50% payout, then escalators; overall FY2025 payout determined at 118% of target for NEOs .
Long-Term Cash Performance Awards
Performance period: April 1, 2022 – March 31, 2025
| Performance Criteria | Goal | Actual | Achieved |
|---|---|---|---|
| Operating income increase | $176,778k | $149,889k | 84.8% |
| Net sales increase | $2,039,541k | $1,889,137k | 92.6% |
| Long-Term Cash Award Outcome | Target | Paid | Payout % |
|---|---|---|---|
| Marron | $275,000 | $212,891 | 77% |
| LT Cash Paid ($) | 2021–2024 Period | 2022–2025 Period | % Change |
|---|---|---|---|
| Marron | $412,500 | $212,891 | (48%) |
(For FY2024 three-year period ending 3/31/2024, LT cash awards paid at 150% based on exceeding operating income and net sales growth targets) .
Performance Stock Units (PSUs) – Design and Grants
| Element | Design |
|---|---|
| Metrics | 45% Operating Income Growth; 45% Net Sales Growth; 10% Relative TSR vs Russell 2000 |
| Performance Period | 3 years (FY2025 grants: 4/1/2024–3/31/2027) |
| Payout Range | 0–200% of target; threshold at 50%; escalators per metric |
| Change-in-Control | If terminated w/out cause or for good reason within 24 months post-CIC: pays at greater of target or actual for metrics and TSR |
| CEO PSU Counts (Target) | Vest Date | Units |
|---|---|---|
| FY2024 PSU grant | 3/31/2026 | 8,173 |
| FY2025 PSU grant | 3/31/2027 | 10,185 |
Time-Based Restricted Stock (RSUs)
| Grant Date | Shares Granted (CEO) | Vesting | Grant-Date Value |
|---|---|---|---|
| 6/14/2024 | 30,269 | Ratable over 3 years (equal tranches) | $2,199,951 |
| Upcoming RSU Vesting Schedule (CEO) | Shares |
|---|---|
| 6/8/2025 | 12,529 |
| 6/14/2025 | 23,205 |
| 6/14/2026 | 23,206 |
| 6/14/2027 | 10,090 |
| FY2025 Stock Vested (CEO) | Shares | Value |
|---|---|---|
| RSU Vesting (gross) | 40,113 | $2,937,045 |
| Net shares after tax withholding | 24,061 | — |
Equity Ownership & Alignment
| Beneficial Ownership (as of 7/22/2025) | Shares | % Outstanding | Notes |
|---|---|---|---|
| Mark P. Marron | 207,313 | <1% | Includes 63,515 unvested restricted shares; 143,798 in revocable trust . |
| Unvested Equity (as of 3/31/2025) | RSUs (shares) | Market Value | PSUs (target shares) | Market Value |
|---|---|---|---|---|
| CEO | 69,030 | $4,212,901 (at $61.03) | 18,358 | $1,120,389 (at $61.03) |
Stock ownership guidelines: CEO required to hold stock valued at 5× base salary; all executive officers meet guideline levels . Insider policy prohibits hedging, short sales, and pledging except in limited circumstances with pre-approval; all insider trades require pre-approval .
Insider selling pressure signals: Multiple upcoming RSU tranches in mid-2025–2027 and PSU vest dates in 2026 and 2027 could create periodic supply; policy requires pre-approval and prohibits hedging/pledging, mitigating risk of forced selling .
Employment Terms
| Term | Detail |
|---|---|
| Agreement type | Amended & Restated 12/12/2017; auto-renewal in 2-year successive periods unless terminated 60 days prior to end of term . |
| Current expiration | January 31, 2026 . |
| Base salary under agreement | $975,000 (subject to Committee/Board discretion) . |
| Severance (termination without cause or for good reason) | 18 months base salary plus 18 months equivalent COBRA premiums; RSU acceleration or cash value at company election; pro-rated CIP and pro-rated PSUs/LT cash per plan . |
| Change-in-control treatment | RSUs, PSUs, and certain awards vest under CIC per LTIP/agreements; PSUs pay at ≥ target or actual levels upon qualifying termination within 24 months post-CIC . |
| Disability/Death | RSUs vest; PSUs vest at target; LT cash awards paid per plan . |
| Retirement treatment | If >1 year into performance period and other conditions met, PSUs/LT cash pay based on actual performance at period end . |
| Clawback | Company-wide recoupment policy aligned to Dodd-Frank and Nasdaq listing standards; awards subject to recovery upon restatement or erroneous payments . |
| Non-compete/non-solicit/confidentiality | Required as a condition of severance; executives certify compliance . |
Change-in-control and termination value illustration (as of 3/31/2025):
- Termination without cause/for good reason: total illustrative value $7,928,458 for CEO (includes severance, pro-rated awards, RSUs, PSUs) .
- CIC qualifying termination: $5,862,773 for CEO (includes LT cash at target, RSUs, PSUs at target) .
Compensation Structure Analysis
- Mix shift toward at-risk, multi-year equity and cash: FY2025 increased PSUs target (+60%) and LT cash awards (+27%), keeping time-based RSUs flat vs FY2024; annual cash incentive target also increased (+7%), embedding stronger performance linkages across growth and TSR .
- Performance metrics emphasize top-line and profitability plus market-relative TSR: Net sales, operating income, earnings before tax, services gross profit for annual cash; growth in operating income and net sales plus Russell 2000-relative TSR for PSUs .
- Governance safeguards: Strong clawback, stock ownership requirements, no hedging/short sales, limited pledging with pre-approval; no tax gross-ups beyond generally available employee benefits .
Say-on-Pay: 93.2% approval in 2024; 94.3% in 2023—supportive shareholder sentiment on pay design .
Related Party & Risk Indicators
- Related party transaction: Marron’s daughter (Customer Success Manager) received ~$131,000 compensation in FY2025; approved per related person policy .
- Section 16 reporting: One Form 4 filed one day late for Marron related to tax withholding on partial RSU vesting due to administrative error .
- No shareholder rights plan; board independence majority; separated Chair/CEO structure .
Performance & Track Record
| Metric | FY2024 | FY2025 |
|---|---|---|
| Net Sales | $2,225.3M (+7.6% YoY) | $2,068.8M (−7.0% YoY) |
| Services Revenue | $292.1M (+10.4% YoY) | $400.4M (+37.1% YoY) |
| Gross Profit | $550.8M (+6.4% YoY) | $569.1M (+3.3% YoY) |
| Operating Income | $158.3M (−4.8% YoY) | $141.4M (−10.6% YoY) |
| Net Earnings | $115.8M (−3.0% YoY) | $108.0M (−6.7% YoY) |
| Diluted EPS | $4.33 (−3.3% YoY) | $4.05 (−6.5% YoY) |
| Pay vs Performance ($100 Investment) | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Company TSR | $159.12 | $179.05 | $156.63 | $250.85 | $194.92 |
| Peer Group TSR | $192.68 | $197.49 | $187.37 | $198.64 | $171.67 |
| Net Income ($k) | $74,397 | $105,600 | $119,356 | $115,776 | $107,978 |
| Operating Income ($k) | $106,335 | $147,316 | $166,162 | $158,257 | $141,413 |
Director Compensation (for reference)
- Non-employee director program: Annual cash retainer $86,250; annual RSU grant increased to $105,000 in Oct 2024; Chair receives $50,000; committee chairs receive $15,000 (Audit), $12,500 (Compensation), $10,000 (Nominating); Marron does not receive director pay .
Equity Compensation Plan Information
- Shares available: 2,817,005 under employee LTIP and director LTIP; PSUs outstanding at target: 34,535 .
Investment Implications
- Alignment: Strong pay-for-performance with majority variable and multi-year components tied to growth and relative TSR; robust ownership and clawback policies reduce agency risk .
- Retention risk: Long-dated PSUs and RSUs with three-year vesting and retirement-friendly provisions (post one year) support retention; automatic renewal employment agreement through Jan 2026 adds stability .
- Trading signals: Scheduled RSU/PSU vestings (mid-June annually and March 31 on PSUs) may create periodic supply; insider trading pre-approval and anti-hedging/pledging policies mitigate opportunistic selling/hedging .
- Change-of-control economics: Full RSU vesting and favorable PSU treatment upon qualifying CIC termination could increase realized comp; severance of 18 months base plus benefits is moderate vs market; no tax gross-ups on perqs .
- Governance flags: Minor related party employment and a single late Form 4 (admin error) are low materiality; high Say-on-Pay support (93.2%) indicates investor endorsement of structure .