Maureen Morrison

About Maureen Morrison

Maureen F. Morrison is an independent director and Chair of the Board at ePlus inc. (PLUS), age 70, serving since June 2018; she is designated an “audit committee financial expert” under SEC rules and holds a BA in Business Administration (Accounting) from Rutgers University . Morrison retired in 2015 as an audit partner at PwC, with extensive experience advising public-company Audit Committees and working with PE-backed entities and global technology corporations . The Board has affirmatively determined she is independent under Nasdaq listing standards; ePlus maintains a separated Chair/CEO structure with regular executive sessions of independent directors, and Morrison assumed the Chair role following the 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Morrison is independent under Nasdaq listing standards .
• Leadership: Board Chair since 2024 Annual Meeting; Board separates Chair and CEO roles and holds regular executive sessions of independent directors .
• Committee assignments (FY2025/post-July 2025 refresh):
  • Audit Committee member; Audit Committee held 9 meetings in FY2025; all members meet independence requirements and are “financial experts” under Exchange Act rules .
  • Nominating & Corporate Governance Committee member; committee held 5 meetings in FY2025 .
  • Not a member of the Compensation Committee per director slate .
• Attendance and engagement: Board held 7 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 .

Fixed Compensation

• Program elements (non-employee directors, FY2025):
  • Annual Cash Retainer: $86,250, paid quarterly ($21,562.50 per installment) .
  • Annual Restricted Stock Award: $105,000; shares determined by dividing grant value by closing price the day prior to grant .
  • Chair of Board supplemental cash: $50,000 (effective April 1, 2024) .
  • Committee chair fees: Audit $15,000; Compensation $12,500; Nominating & Corporate Governance $10,000 .

Notes:

• The FY2025 Annual Restricted Stock Award was granted on October 1, 2024; the number of shares for the award was determined using $105,000 divided by the closing price on the last trading day before grant ($98.34), rounded down to avoid fractional shares .
• Morrison is Board Chair; she is not disclosed as a committee chair, so committee chair fees do not apply to her .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; financially literate and qualified to review financial statements .
• Deep experience in complex accounting, finance, risk, boardroom advisory across software, IT-enabled solutions/consulting, hardware, manufacturing .
• BA in Business Administration (Accounting), Rutgers University .

Equity Ownership

Insider transactions (Form 4):

Stock ownership guidelines and alignment:

• Non-employee directors are expected to reach stock ownership of 3× annual cash retainer within 4 years of joining; during FY2025 all directors met this requirement or were within the phase-in period .

Governance Assessment

• Strengths

  • Independent Board Chair with separated Chair/CEO roles and regular executive sessions; supports oversight and investor confidence .
  • Audit Committee membership plus “financial expert” designation; strong financial/accounting risk oversight credentials .
  • Attendance threshold met; Board and committees active (Board: 7 meetings; Audit: 9; Nominating: 5) .
  • Ownership alignment via annual restricted stock grants; compliance with stock ownership guidelines .
  • Shareholder sentiment: 93.2% approval on 2024 say-on-pay; supportive governance environment .

• Compensation structure observations

  • Director equity grant increased from $86,250 to $105,000 in Oct 2024 to maintain competitiveness; indicates market-aligned adjustments rather than discretionary windfalls .
  • Morrison’s FY2025 total director compensation $225,486 with cash $120,557 and stock award $104,929; mix consistent with stated policy of combining cash and equity .

• Related-party transactions oversight

  • Nominating & Corporate Governance Committee (of which Morrison is a member) reviews and approves related-person transactions under written policy .
  • Only disclosed related-person transaction in FY2025 period: CEO’s daughter employed at a subsidiary; ~$131,000 compensation; approved under policy; no Morrison-specific conflicts disclosed .

• Potential risks/RED FLAGS

  • Pay inflation risk modestly elevated given the increase in director equity grant value; offset by rationale to remain competitive with peers .
  • Multiple board commitments: one additional public board (ABG); currently limited and not excessive; monitor time commitments and cross-industry exposure .
  • No pledging, hedging, loans, or repricing disclosures for Morrison; no attendance shortfalls; no SEC/legal proceedings noted in the proxy for her specifically .

• Overall view

  • Morrison’s independence, financial expertise, and Chair role support board effectiveness and investor confidence; her compensation and ownership align with ePlus’ guidelines and market practices .

Appendix: Committee Composition (FY2025 and post-July 2025 refresh)