Renée Bergeron
About Renée Bergeron
Renée Bergeron is an independent director at ePlus inc. (PLUS), serving since 2022. She is 62, holds an MBA from McGill University and a Bachelor’s in Information Technology from Université de Sherbrooke, and brings deep cloud/services operating experience as Chief Operating Officer at AppDirect; she also sits on the board of FLO EV Charging (private) . The Board has affirmed her independence under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ingram Micro | Senior Vice President, Global Cloud | 2010–2020 | Led global cloud go-to-market in a major IT distributor; experience across security, cloud, and services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AppDirect | Chief Operating Officer | March 2020–Present | Oversees global operations, customer success, and technical support |
| FLO EV Charging (private) | Board Member | March 2020–Present | EV charging manufacturer and network operator |
Board Governance
- Committee assignments and chair roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee (independent) .
- Committee meeting cadence (FY2025): Compensation 5; Nominating & Corporate Governance 5; Audit 9 .
- Board attendance: The Board met 7 times 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 .
- Leadership: Board Chair is Maureen F. Morrison; CEO is not independent; regular executive sessions of independent directors are part of the structure .
- Independence: Board annually affirms independence; Bergeron and all committee members are independent under Nasdaq rules .
| Committee | Role | FY2025 Meetings | Independence |
|---|---|---|---|
| Compensation | Chair | 5 | All members independent |
| Nominating & Corporate Governance | Member | 5 | All members independent |
Fixed Compensation
Program structure and current director pay levels:
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual Cash Retainer | $86,250 | $86,250 | Paid quarterly; stock election in lieu of cash permitted |
| Annual Restricted Stock Award (value) | $86,240.22 | $105,000 (increased Oct 2024) | Granted 10/1/2024; vests earlier of 10/1/2025 or next annual meeting |
| Board Chair Stipend | $50,000 | $50,000 | Not applicable to Bergeron |
| Committee Chair Stipends | Audit: $15,000; Compensation: $12,500; Nominating: $10,000 | Audit: $15,000; Compensation: $12,500; Nominating: $10,000 | Paid quarterly; Bergeron receives Compensation Chair stipend |
| Stock in Lieu of Cash | Allowed | Allowed | Not subject to vesting; rounded down to avoid fractional shares |
Bergeron’s actual director compensation:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $86,250 | $93,145 |
| Stock Awards (grant-date fair value) | $86,240 | $104,929 |
| Total | $172,490 | $198,074 |
Vesting detail:
- FY2024 restricted stock: 1,353 shares granted 9/25/2023 at $63.74; vests in two equal annual installments .
- FY2025 annual restricted stock award value determined using $98.34 closing price on the day before grant; award vests earlier of 10/1/2025 or next annual meeting .
Performance Compensation
- Director compensation at ePlus is not tied to performance metrics; equity for non-employee directors is time-based restricted stock under the 2024 Non-Employee Director LTIP .
| Performance Metric | Weighting | Measurement Period | Vesting/Thresholds |
|---|---|---|---|
| None disclosed for directors | n/a | n/a | Restricted stock awards vest based on time; not performance-based |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None | — | No other public boards disclosed |
| Private/other boards | FLO EV Charging | Director | EV charging manufacturer/operator |
| Executive role | AppDirect | COO | B2B commerce platform (recurring technology services) |
- Related-party transactions: None involving Bergeron; Company disclosed one related person transaction (CEO’s daughter employment) approved per policy .
- Compensation Committee interlocks: None; all members independent; no related person transactions by committee members .
Expertise & Qualifications
- Cloud, security, and services domain leadership aligned with ePlus’ strategic focus areas .
- Senior operating experience at AppDirect; prior global cloud leadership at Ingram Micro .
- Education: MBA (McGill); Bachelor’s in IT (Université de Sherbrooke) .
Equity Ownership
Stock ownership and alignment:
| Metric | As of July 18, 2024 | As of July 22, 2025 |
|---|---|---|
| Beneficial Shares | 3,227 (incl. 2,290 unvested restricted) | 4,294 (incl. 1,744 unvested restricted) |
| Percent of Outstanding | <1% (denoted “*”) | <1% (denoted “*”) |
| Unvested Restricted Shares Outstanding | 2,290 | 1,744 |
Ownership guidelines and policies:
- Non-employee directors must reach stock ownership of 3x the annual cash board retainer within four years; all directors met the requirement or are within phase-in during FY2025 .
- Insider Trading Policy prohibits hedging, short sales, and derivatives; pledging/margin accounts are prohibited except in limited cases with pre-approval .
Governance Assessment
- Board effectiveness: Bergeron chairs the Compensation Committee and serves on Nominating & Corporate Governance, contributing to pay design, succession planning, and board refresh; committee workloads and independence are robust (Compensation met 5 times; Nominating & Corporate Governance met 5 times; Audit met 9) .
- Investor confidence signals: Strong Say-on-Pay outcomes (93.2% approval in 2024; 94.3% in 2023), aligned pay practices, and formal clawback policy for incentive compensation support governance quality .
- Conflicts: No related-party transactions or interlocks involving Bergeron disclosed; her industry ties (AppDirect, prior Ingram Micro) are adjacent but no ePlus-related transactions are reported .
- Director pay mix and alignment: Balanced cash/equity with increased annual RS award to match market; clear ownership guidelines and compliance; equity is time-vested, avoiding metric gaming risk .
RED FLAGS
- None disclosed specific to Bergeron: no attendance issues, no related-party transactions, no hedging/pledging, no low Say-on-Pay signals .
- Monitor potential perceived interlocks given current AppDirect executive role and past Ingram Micro ties, though no transactions with ePlus were reported .