PLUS DEF 14A Report ended Sept. 18, 2019

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Notice of 2019 Annual Meeting of Shareholders

and

Proxy Statement

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1.

Elect as directors the eight nominees named in the attached proxy statement, each to serve an annual term,and until their successors have been duly elected and qualified;

2.

Hold an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement ;

3.

Ratify the selection of our independent registered accounting firm ; and

4.

Transact such other business as may proper ly come before the 2019 Annual Meeting, and any postponents or adjournments thereof.

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PROXY STATEMENT TABLE OF CONTENTS

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Table of Contents

PROXY STATEMENT SUMMARY

2019 Annual Meeting

Who:	Shareholders as of the Record Date, July 23, 2019

What:

See detailed Proposals on pages 9, 20 and 38, and summaries below

When:

September 18, 2019, 8:00 a.m. ET

Where:

The Westin Washington Dulles Airport, 2520 Wasser Terrace, Herndon, Virginia, 20171

How:	Internet/Mobile, Phone, Mail, In Person (see Voting Information beginning on page 4 for details)

e Plus is a leading solutions provider delivering actionable outcomes for organizations by using information technology and consulting solutions to drive business agility and innovation. Leveraging our engineering talent, we assess, plan, deliver, and secure solutions comprised of leading technologies and consumption models aligned with our customers’ needs. Our expertise and experience allows us to craft optimized solutions that take advantage of the cost, scale, and efficiency of private, public, and hybrid cloud in an evolving market. We also provide consulting, professional, managed, staffing, and complete lifecycle management services, including flexible financing solutions. Headquartered in Virginia, with offices throughout the United States, Europe, and Asia-Pacific, we have been in the business of selling, leasing, financing, and managing information technology and other assets for more than 29 years, and our more than 1,500 employees engineer transformative technology solutions for the most visionary companies in the world. For more information about our business, visit our website at www.eplus.com .

2019 Annual Meeting at a Glance

Our Board of Directors

PROPOSAL 1 – ELECTION OF DIRECTORS

e Plus’ Board of Directors (“Board of Directors” or “Board”) is currently composed of eight directors who are “independent,” and three directors who are not “independent,” within the meaning of NASDAQ’s listing standards. The three current directors who are not “independent” within NASDAQ’s listing standards are:

Our Chairman, Phillip G. Norton (formerly our Executive Chairman, until his retirement as an employee on July 31, 2018), and Lead Independent Director, C. Thomas Faulders, continued to provide leadership to the Company and its Board in fiscal year 2019.

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More information about our Board, including their biographies, is available beginning on page 9.

Three of our directors, Phillip G. Norton, Lawrence S. Herman, and Terrence O’Donnell have recently reached the retirement age set forth in our Corporate Governance Guidelines, and will not be standing for re-election, and the size of the Board will be reduced to eight members. In anticipation of these retirements, to ensure continuity, within the past two years the Board appointed Ms. Morrison, Mr. Marron and Mr. Xiang to the Board. Except for the three retiring members, the Board’s Nominating and Corporate Governance Committee has nominated each of our sitting directors for election at our 2019 Annual Meeting, having found they each possess the requisite knowledge, skills, and abilities to oversee the Company’s long-term business objectives.

THE BOARD RECOMMENDS A VOTE FOR EACH OF THE DIRECTOR NOMINEES – see pages 9-16 for details

Our Executive Officers’ Compensation

PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICERS’ COMPENSATION

Our executive compensation philosophy is to reward performance in alignment with our shareholders’ long-term interests, and to promote and maintain stability within the executive team by issuing restricted stock with multi-year vesting terms.

For the fiscal year ended March 31, 2019, our named executive officers were CEO, Mark P. Marron, who was appointed to the Board effective November 14, 2018; Chief Financial Officer (“CFO”), Elaine D. Marion; and Darren S. Raiguel, who became an executive officer when he was promoted to Chief Operating Officer (“COO”) and President of e Plus Technology, inc. effective May 7, 2018. Each received a base salary, short-term cash incentive compensation, and long-term equity-based incentive compensation. For detailed information about our executive compensation practices, see our Compensation Discussion and Analysis beginning on page 21. Mr. Norton was also a named executive officer until his retirement on July 31, 2018. During the fiscal year ended March 31, 2019, and while he was an executive officer, Mr. Norton’s compensation included a base salary and a short-term cash incentive compensation, which reflected the prior year’s achievements.

Last year, our shareholders approved the Company’s say-on-pay proposal with approximately 92% of the votes cast in its favor. The Compensation Committee considered this approval in determining that our executive compensation philosophies and objectives continue to be appropriate, and did not require changes in response to the 2018 say-on-pay vote.

THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF EXECUTIVE COMPENSATION – see pages 19-37 for details

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Our Independent Registered Public Accounting Firm

PROPOSAL 3 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board’s Audit Committee has selected Deloitte & Touch LLP (“Deloitte”) as the Company’s independent registered accounting firm for the fiscal year ending March 31, 2020. Deloitte has served as the Company’s independent registered public accounting firm since 1990, and the Board recommends that shareholders vote to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm. For more information about Deloitte, see pages 38-40.

THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE – see pages 38-40 for details

VO TING INFORMATION

We are using the “Notice and Access” method of furnishing proxy materials to you over the Internet. The Securities and Exchange Commission’s (“SEC”) Notice and Access rules permit us to furnish our shareholders with proxy materials, including this proxy statement and our Annual Report on Form 10-K for fiscal year 2019, by providing access to such documents on the Internet instead of mailing printed copies. We believe that this process will provide you with convenient and efficient access to your proxy materials so you may vote your shares, while allowing us to reduce the environmental impact of our 2019 Annual Meeting and the costs of printing and distributing the proxy materials. On or about August 5, 2019, we mailed our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) with instructions for accessing our proxy statement and Annual Report on Form 10-K. The Notice also identifies the items to be voted on at the 2019 Annual Meeting and provides instructions for voting and instructions for requesting a printed copy of the proxy materials. Most shareholders will not receive printed copies of the proxy materials unless they request them. If you would like to receive printed or electronic copies of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail will remain in effect until you revoke it.

Who May Vote

You are eligible to vote at the 2019 Annual Meeting if you were a shareholder of record of e Plus inc. as of the close of business on July 23, 2019, the record date (“Record Date”) for our 2019 Annual Meeting.

Vote Today

Cast your vote as soon as possible on all of the proposals listed below to ensure your shares are represented.

Vote in Advance of the 2019 Annual Meeting

Even if you plan to attend the 2019 Annual Meeting in person, read this proxy statement with care and cast your vote as soon as possible, as described below. For shareholders of record, have your notice and proxy card in hand and follow the instructions. If you hold your shares through a broker, bank, or other nominee, you will receive voting instructions from your broker, bank, or other nominee, including whether telephone or Internet voting options are available.

Vote at the 2019 Annual Meeting

You may vote in person at the 2019 Annual Meeting, which will be held on September 18, 2019, at 8:00 a.m. ET at The Westin Washington Dulles Airport, 2520 Wasser Terrace, Herndon, Virginia, 20171. If you hold your shares through a broker, bank, or other nominee and would like to vote in person at the 2019 Annual Meeting, you must first obtain a proxy issued in your name from the institution that holds your shares.

CORPORATE GOVERNANCE

Our Board of Directors has adopted Corporate Governance Guidelines (the “Guidelines”) that provide a framework for effective corporate governance. The Guidelines outline our Board of Directors’ operating principles, and the composition and working processes of our Board and its committees. Our Nominating and Corporate Governance Committee periodically reviews our Guidelines and developments in corporate governance, and recommends proposed changes for Board approval.

Our Guidelines and other corporate governance documents, including bylaws, committee charters, certificate of incorporation, and our Code of Conduct and Business Partner Code of Conduct (“Business Partner Code”), are all available on our website at http://www.eplus.com/investors/corporate-governance-legal .

Independence of Our Board of Directors

Under our Guidelines and NASDAQ’s listing standards, a majority of our Board members must be “independent.” The Board of Directors annually determines whether each of our directors is independent.  In determining independence, the Board follows the independence criteria set forth in NASDAQ’s listing standards, and considers all relevant facts and circumstances.

Pursuant to NASDAQ’s independence criteria, a director is not “independent” if she or he has one or more of the relationships specifically enumerated in NASDAQ’s listing standards. In addition, the Board must affirmatively determine that a director does not have a relationship that, in the Board’s opinion, would interfere with that director’s exercise of independent judgment in carrying out the responsibilities of a director. The Board has affirmatively determined that Messrs. Callies, Hunt, Faulders, Herman, Hovde, O’Donnell, Xiang, and Ms. Morrison, are “independent” under the applicable NASDAQ listing standards.

Leadership Structure of Our Board of Directors

The Board regularly reviews the effectiveness of the Company’s structure, and on at least an annual basis examines what form of structure is in the best interest of our shareholders.  Currently, Phillip G. Norton serves as our Executive Chairman, and C. Thomas Faulders is our Lead Independent Director. Mr. Norton’s current term as director will end on the date of our upcoming annual meeting, at which time he will retire.  The Board has determined that, upon Mr. Norton’s retirement, moving to a structure with a separation of the Chairman and CEO roles will enable the Board to best carry out its roles and responsibilities on behalf of ePlus’ shareholders.  Additionally, the Board believes that this will further support the CEO’s focusing on operating and managing ePlus, while leveraging the Chairman’s experience and perspective.

The Board also regularly reviews its committee structure.  All of the Board’s standing committees – Audit, Compensation, and Nominating and Corporate Governance – are comprised entirely of independent directors, which further complements the Board’s oversight role.

Board Committees

Our Board has three standing committees: (1) Audit, (2) Compensation, and (3) Nominating and Corporate Governance. Each committee’s charter is available on our website at http://www.eplus.com/investors/corporate-governance-legal/committee-charters . Additional information about each committee is below.

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Board and Committee Meetings

Our directors are expected to attend meetings of the Board and applicable committees. During our fiscal year ended March 31, 2019, the Board held nine meetings. Each of the directors attended at least 90% of the aggregate of all meetings of the Board and the committees on which she or he served.  Although we do not have a formal policy requiring directors to attend our Annual Meetings, we encourage their attendance.   Eight of our then-nine directors attended our September 2018 Annual Meeting of Shareholders.

Board of Directors’ Role in Risk Oversight

The Board oversees the Company’s enterprise risk management process.  Management reviews the process with the Board on a periodic basis, including identifying key risks and steps taken to monitor or mitigate those risks. In addition, the Board’s standing committees—Audit, Compensation, and Nominating and Corporate Governance—assist the Board in discharging its oversight duties as described below. Accordingly, while each of the committees contributes to the risk management oversight function by assisting the Board in the manner outlined below, the Board itself remains responsible for overseeing the Company’s risk management program.

The Audit Committee discusses with management and/or the independent auditor, as appropriate, risks related to the Committee’s roles and responsibilities as described in its charter.

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The Compensation Committee reviews risks related to the subject matters enumerated in its charter, including the Company’s compensation programs and plans, and incentive compensation and equity plans.

The Nominating and Corporate Governance Committee considers risks related to the subject matters for which it is responsible, primarily corporate governance matters and related party transactions.

Code of Conduct

We are committed to behaving ethically. Our Code of Conduct, which applies to all our directors and employees, is available on our website at http://www.eplus.com/investors/corporate-governance-legal/code-of-conduct . If we make any substantive amendments to the Code of Conduct, or grant any waiver from a provision to our executive officers, we will disclose the nature of such amendment or waiver on our website, or in a Current Report on Form 8-K. We also have a Business Partner Code, which clarifies our expectations in the areas of business integrity, labor practices, health and safety, and environmental management. The Business Partner Code complements our Code of Conduct, and is available on our website at http://www.eplus.com/investors/corporate-governance-legal/business-partner-code-of-conduct . We expect our suppliers, vendors, contractors and subcontractors, agents, and other providers of goods and services for e Plus-affiliated entities worldwide to follow our Business Partner Code.

Hedging, Short Sales, and Pledging Policies

Our Insider Trading Policy applies to our directors and employees, as well as family trusts or similar entities controlled by or benefiting individuals subject to the Insider Trading Policy. The policy prohibits directors, officers, and employees who are Insiders (as defined in the policy), from hedging transactions involving Company securities, and it also prohibits transactions that establish downside price protection, including short sales, and buying or selling put options, call options, or other derivatives of Company securities. The policy prohibits Insiders from holding securities in a margin account or pledges as collateral, except in certain circumstances with pre-approval from our Chief Compliance Officer.

Communications with the Board of Directors

Shareholders who desire to communicate with the Board or its committees may do so by writing to them at the Company’s headquarters at e Plus, 13595 Dulles Technology Drive, Herndon, Virginia 20171. Correspondence may be addressed to the collective Board, or to any of its individual members or committees. Any such communication is promptly distributed to the director(s) named therein unless such communication is considered, either presumptively or in the reasoned judgment of the Company’s Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of communications that would presumptively be deemed improper for submission include, without limitation, solicitations, communications that do not relate to the Company, and unsolicited advertising, spam, or junk mail.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised entirely of the four independent directors listed above. No member of the Compensation Committee is a current or former officer or employee of the Company, or any of its subsidiaries. During the fiscal year ended March 31, 2019, no member of the Compensation Committee had a relationship that required disclosure under the SEC rules as a related party transaction. Also, during the fiscal year none of our executive officers served on the Board of directors or compensation committee of any entity that had one or more of its executive officers serving on our Board, or the Company’s Compensation Committee.

Related Party Transactions

Two sons of our Chairman, Phillip G. Norton, are employed by the Company’s subsidiary, e Plus Government, inc. The first son, who serves as its President, earned $616 thousand during the fiscal year ended March 31, 2019.  Approximately 40% percent of his cash compensation was base salary, and the remainder was a bonus based on performance factors such as lease origination and profitability. During the fiscal year ended March 31, 2019, he also received a grant of 1,100 shares of restricted stock, that will vest on the same schedule as his peers, annually in equal one-thirds beginning on the first anniversary of the grant, and $4 thousand in travel, meals, and entertainment costs for his family to attend the Company’s sales meeting. The second son serves as its Vice President of Vendor Programs, and earned $377 thousand in base salary and commissions during the fiscal year ended March 31, 2019. The commissions are paid in accordance with our commission plan and constitute more than 75% of his compensation total. He additionally received $3,320 in travel, meals, and entertainment costs for his family to attend the Company’s sales meeting.

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No Stockholder Rights Plan

Director Nomination Process

Director Qualifications

2019 Nominees for Election to the Board of Directors

Bruce M. Bowen Director Age 67

Director of ePlus since:  1990 Committees:  None Other Public Company Directorships:  None

C. Thomas Faulders, III Independent Director Age 69

Director of ePlus since:  1998 Committees:  Audit and Compensation Other Public Company Directorships:  None

Eric D. Hovde Independent Director Age 55

Director of ePlus since:  2006 Committees:  Compensation and Nominating and Corporate Governance Other Public Company Directorships:  Old Line Bancshares, Inc.

John E. Callies Independent Director Age 65

Director of ePlus since:  2010 Committees:  Audit and Compensation Other Public Company Directorships:  None

Ira A. Hunt, III Independent Director Age 63

Director of ePlus since:  2014 Committees:  Compensation and Nominating and Corporate Governance Other Public Company Directorships:  None

Mark P. Marron Director, President and CEO Age 58

Director of ePlus since:  2018 Committees:  None Other Public Company Directorships:  None

Maureen F. Morrison Independent Director Age 65

Director of ePlus since:  2018 Committees:  Audit and Nominating and Corporate Governance Other Public Company Directorships: Safeguard Scientifics, Inc, and Asbury Automotive Group Inc.

Ben Xiang Independent Director Age 34

Director of ePlus since:  2019 Committees:  None Other Public Company Directorships:  None

2019 Director Compensation Table

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)(3)				Option Awards ($)				All Other Compensation ($)				Total ($)
John E. Callies			76,875				74,918				-				-				151,793
Ira A. Hunt, III			76,875				74,918				-				-				151,793
C. Thomas Faulders, III			76,875				74,918				-				-				151,793
Lawrence S. Herman			76,875				74,918				-				-				151,793
Eric D. Hovde			76,875				74,918				-				-				151,793
Maureen F. Morrison (4)			62,040				96,423				-				-				158,463
Terrence O’Donnell			76,875				74,918				-				-				151,793
Bruce Bowen (5)			50,069				105,073				-				45,612				200,754

Board Service Time		Number of Shares Granted
April 1, 2018 - June 30, 2018		194
July 1, 2018 - September 30, 2018		209
October 1, 2018 - December 31, 2018		267
January 1, 2019 - March 31, 2019		227

Name		Unvested Restricted Stock Shares
John E. Callies			1,223
Ira A. Hunt, III			1,223
C. Thomas Faulders, III			1,223
Lawrence S. Herman			1,223
Eric D. Hovde			1,223
Maureen F. Morrison			1,027
Terrence O’Donnell			2,364
Bruce Bowen			1,167

Stock Ownership Guidelines

Ownership of our Common Stock

Directors and Executive Officers

Name (1)	Aggregate Number of Beneficial Shares	Percent of Outstanding Shares	Additional Information (2)
Phillip G. Norton	29,599	*	Includes 911 shares of restricted stock that has not vested as of July 23, 2019.
Bruce M. Bowen	17,247	*	Includes 10,000 shares of common stock held by Bowen Holdings LLC, a Virginia limited liability company, which is owned by Mr. Bowen and his three adult children, for which shares Mr. Bowen serves as manager.  Also includes 2,782 shares each held by the Elizabeth Dederich Bowen Trust and the Bruce Montague Bowen Trust, and 1,498 shares of restricted stock that has not vested as of July 23, 2019.
John E. Callies	9,481	*	Includes 1,223 shares of restricted stock that has not vested as of July 23, 2019.
C. Thomas Faulders, III	18,958	*	Includes 1,223 shares of restricted stock that has not vested as of July 23, 2019.
Lawrence S. Herman	10,149	*	Includes 1,223 shares of restricted stock that has not vested as of July 23, 2019.
Eric D. Hovde	43,291	*	Includes 1,223 shares of restricted stock that has not vested as of July 23, 2019. Mr. Hovde is the managing member of Hovde Capital, Ltd., the general partner to Financial Institution Partners III LP, which owns 10,198 shares. Mr. Hovde is a trustee of The Eric D. and Steven D. Hovde Foundation, which owns 8,277 shares.
Ira A. Hunt, III	8,011	*	Includes 1,223 shares of restricted stock that has not vested as of July 23, 2019.
Terrence O’Donnell	12,741	*	Includes 2,656 shares of restricted stock that has not vested as of July 23, 2019.
Maureen F. Morrison	1,027	*	Includes 912 shares of restricted stock that has not vested as of July 23, 2019.
Ben Xiang	191		Includes 191 shares of restricted stock that has not vested as of July 23, 2019.
Mark P. Marron	93,518	*	Includes 62,226 shares of restricted stock that has not vested as of July 23, 2019, and 3,250 shares  held in Trust.
Elaine D. Marion	62,356	*	Includes 36,479 shares of restricted stock that has not vested as of July 23, 2019 and 212 shares held in an IRA.
Darren S. Raiguel	42,897	*	Includes 23,146 shares of restricted stock that has not vested as of July 23, 2019.
All directors and executive officers as a group (13 persons)	349,466	2.59%

Principal Shareholders

Name of Beneficial Owner	Aggregate Number of Beneficial Shares	Percent of Outstanding Shares	Additional Information
BlackRock, Inc. 55 East 52nd Street New York, NY  10055	1,953,108	14.46%	This information is based on a Schedule 13G/A filed with the SEC on January 28, 2019.  BlackRock indicates in its Schedule 13G/A that one entity, iShares Core S&P Small-Cap ETF, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, or has an interst in the common stock of, more than five percent of ePlus’ total outstanding common stock.
Dimensional Fund Advisors LP Building One 6300 Bee Cave Rod Austin, TX  78746	916,016	6.78%	This information is based on a Schedule 13G/A filed with the SEC on February 8, 2019.   Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities that are owned by the Funds, and may be deemed to be the beneficial owner of the shares held by the Funds. However, all securities reported in the Schedule 13 G/A are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.
Fiduciary Management Inc. 100 East Wisconsin Avenue Suite 2200 Milwaukee, WI  53202	815,967	6.04%	This information is based on a Schedule 13G filed with the SEC on February 14, 2019.  Fiduciary Management, Inc. is an Investment Adviser registered under the Investment Advisers Act of 1940. The shares to which this statement relates are owned directly by various accounts managed by Fiduciary Management, Inc. Such accounts have the right to receive dividends from, and the proceeds from the sale of, the shares.
FMR LLC 245 Summer Street Boston, MA  02210	901,457	6.67%	This information is based on a Schedule 13G/A filed with the SEC on February 13, 2019.   Reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies.
The Vanguard Group 100 Vanguard Boulevard Malvern, PA  19355	1,144,208	8.47%	This information is based on a Schedule 13G/A filed with the SEC on February 11, 2019.
Wellington Management Company LLP 280 Congress Street Boston, MA  02210	721,448	5.34%	This information is based on a Schedule 13G filed with the SEC on February 12, 2019.  The securities are owned of record by clients of one or more investment advisers directly or indirectly owned by Wellington Management Group LLP. No such client is known to have such right or power with respect to more than five percent of ePlus’ common stock.

Delinquent Section 16(a) Reports

	Elaine D. Marion , Age 51 Chief Financial Officer		Officer of e Plus since: 2008

	Darren S. Raiguel , Age 48 Chief Operating Officer		Officer of e Plus since: 2018

Name	Title
Phillip G. Norton	Executive Chairman (retired as an employee effective July 31, 2018)
Mark P. Marron	President and Chief Executive Officer
Elaine D. Marion	Chief Financial Officer
Darren S. Raiguel	Chief Operating Officer (promoted to COO effective May 7, 2018)

	Overview		• Fiscal Year 2019 Financial Highlights • Our Executive Compensation Program • Our Executive Compensation Practices • 2018 Say-On-Pay Vote
	What We Pay and Why		• Fiscal Year 2019 Executive Compensation Decisions • Base Salary • Annual Cash Incentive Awards • Long-Term Cash and Equity Based Incentive Program • Other Elements of Our Fiscal Year 2019 Executive Compensation Program • 2019 Pay Ratio Disclosure
	How We Make Executive Compensation Decisions		• Role of the Board and Compensation Committee, and our Executive Officers • Guidance from the Compensation Committee’s Independent Compensation Consultant • Comparison Peer Groups • Alignment of Senior Management Team to Drive Performance

Fiscal Year 2019 Financial Highlights

Our Executive Compensation Program

	Pay Element
		Salary	Annual Cash Incentive	Restricted Stock
	Who Receives  -- All NEOs
	When Granted	Annually
	Form of Delivery	Cash		Equity
	Type of Performance	Short-term fixed	Short-term variable	Long-term fixed
	Performance Period	1 year	1 year	Vesting annually over 2 to 5 years
	How Payout Determined	Compensation Committee determination	Based upon formula established by Compensation Committee	Compensation Committee determination
	Performance Measures	Individual	Financing origination volume, earnings before tax, consolidated net sales, Management Business Objectives

Our Executive Compensation Practices
	What We Do		What We Don’t Do
	✔ Significant percentage of cash compensation delivered in the form of variable compensation, which is “at-risk” and tied to quantifiable performance measures ✔ Long-term vesting of restricted stock, to align executive and shareholder interests (minimum of two year vesting) ✔ Compensation Committee consists of independent directors only ✔ Annual review of our executive compensation programs ✔ Annual advisory vote to approve executive compensation programs (say-on-pay) ✔ Market comparison of executive compensation against relevant peer group information ✔ Periodic use of an independent compensation consultant reporting directly to the Compensation Committee and providing no services to the Company ✔ Robust executive officer stock ownership guidelines require NEOs to hold e Plus stock ✔ Clawback policy mitigates undue risk regarding executive compensation practices ✔ Double-trigger equity acceleration for change-in-control		û No excessive executive perquisites û No excessive severance benefits û No supplemental executive retirement plans û No acceleration of unvested stock upon retirement û No hedging or short sales of our securities û No pledging of our securities, except in limited circumstances with pre-approval û No tax gross-ups on benefits û No resetting of financial targets once established for a performance period

2018 Say-On-Pay Vote

Key Changes for 2020

Fiscal Year 2019 Executive Compensation Decisions

Base Salary

		Base salary as of March 31,
Named Executive Officer		2019				2018
Phillip G. Norton (1)			N/A			$	300,000
Mark P. Marron		$	800,000			$	750,000
Elaine D. Marion		$	450,000			$	450,000
Darren S. Raiguel (2)		$	450,000				N/A

Annual Cash Incentive Awards

		Earnings Before Taxes								Consolidated Net Sales								Financing Origination Volume
Named Executive Officer		Percentage of Total Bonus				Target Bonus Amount ($)				Percentage of Total Bonus				Target Bonus Amount ($)				Percentage of Total Bonus				Target Bonus Amount ($)
Phillip G. Norton (1)			N/A				N/A				N/A				N/A				N/A				N/A
Mark P. Marron			45.0	%			337,500				30.0	%			225,000				15.0	%			112,500
Elaine D. Marion			45.0	%			135,000				30.0	%			90,000				15.0	%			45,000
Darren S. Raiguel			45.0	%			135,000				30.0	%			90,000				15.0	%			45,000

		Performance Goals
Performance Level		Earnings Before Taxes				Consolidated Net Sales				Financing Origination Volume
Maximum			n/a	(1)			n/a	(1)			n/a	(1)
Target		$	85,643,000			$	1,504,132,000			$	457,908,000
Threshold (75% of Performance Goal)		$	64,232,250			$	1,128,099,000			$	343,431,000
Below Threshold		< $64,232,250				< $1,128,099,000				< $343,431,000

	Amount of Goal Achieved	Award Amount
	Less than 75% of Goal Target	No award relating to that target
	Between 75% - 100% of Goal Target	Award shall be 50% of target, plus an additional 2.0% for each percentage point over 75% of Goal Target achieved
	100% of Goal Target	100% of target for that Goal
	More than 100% of Goal Target	100% of target for that Goal, plus an additional 5.0% for each percentage point over 100% of Goal Target achieved
	Total Maximum Award for all goals combined	200% of Target

Performance Criteria		Goal				Achievement				Percentage Payout
Earnings before taxes		$	85,643,000			$	86,053,742(1	)			102.0	%
Consolidated net sales		$	1,504,132,000			$	1,359,225,276				80.7	%
Financing origination volume		$	457,908,000			$	359,813,000				57.2	%

Named Executive Officer		FY 2019 Annual Incentive Cash Payment Earned ($)				FY 2018 Annual Incentive Cash Payment Earned ($)				% Change
Phillip G. Norton (1)			N/A				135,682				N/A
Mark P. Marron			666,540				542,726				23	%
Elaine D. Marion			266,616				226,136				18	%
Darren S. Raiguel (2)			266,616				N/A				N/A

Long-Term Incentive Program

Other Elements of Our Fiscal Year 2019 Executive Compensation Program

2019 Pay Ratio Disclosure

Role of the Board and Compensation Committee, and our Executive Officers

Guidance from the Compensation Committee’s Independent Compensation Consultant

Comparison Peer Groups

	Peer Group
	Ciber, Inc.	Black Box Corp.	CDW Corporation
	PCM, Inc. (f/k/a PC Mall)	Presidio, Inc.	ScanSource, Inc.
	PC Connection Inc.	Insight Enterprises, Inc.	ManTech International Corp.

Alignment of Senior Management Team to Drive Performance

2019 Summary Compensation Table

Name and Principal Position	Year		Salary ($)				Stock Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)(2)				All Other Compensation ($)(3)				Total ($)
Phillip G. Norton - Executive Chairman of the Board (4)	2019			129,999				86,124				-				149,796				365,919
	2018			298,846				-				135,682				753,500				1,188,028
	2017			465,000				778,558				378,253				262,220				1,884,031
Mark P. Marron – President and Chief Executive Officer	2019			800,000				1,704,119				666,540				10,535				3,181,194
	2018			740,720				1,594,000				542,726				13,542				2,890,988
	2017			641,666				1,615,558				605,204				11,765				2,874,193
Elaine D. Marion – Chief Financial Officer	2019			450,000				960,500				266,616				10,019				1,687,135
	2018			443,504				956,400				226,136				14,211				1,640,251
	2017			415,000				778,558				313,950				11,211				1,518,719
Darren S. Raiguel – Chief Operating Officer	2019			436,381				1,089,625				266,616				7,669				1,800,291
	2018			-				-				-				-				-
	2017			-				-				-				-				-

Other Compensation
		Employer 401K Match				Sales Meeting (a)				Medical Insurance Waiver				Director Cash Compensation				Total Other
Phillip G. Norton		$	-			$	-			$	-			$	149,796			$	149,796
Mark P. Marron		$	3,500			$	7,035			$	-							$	10,535
Elaine D. Marion		$	3,500			$	5,469			$	1,050							$	10,019
Darren S. Raiguel		$	3,500			$	4,169			$	-							$	7,669

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)								All Other Stock Awards: Number of Shares of Stock or Units (#)(2)				All Other Option Awards: Number of Securities Underlying Options (#)				Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date		Target ($)				Maximum ($)
Phillip G. Norton				-				-				-				-				-				-
Mark P. Marron	6/14/2018											17,742				-				-				1,704,119
				750,000				1,500,000
Elaine D. Marion	6/14/2018											10,000				-				-				960,500
				300,000				600,000
Darren S. Raiguel	5/7/2018											10,000				-				-				849,500
6/14/2018												2,500												240,125
				300,000				600,000

Outstanding Equity Awards at 2019 Fiscal Year End

		Stock Awards
Name		Number of Shares or Units of Stock That Have Not Vested (1)				Market Value of Shares or Units of Stock That Have Not Vested ($)(2)
Phillip G. Norton (3)			911				80,660
Mark P. Marron			82,949				7,344,304
Elaine D. Marion			48,006				4,250,451
Darren S. Raiguel			16,236				1,437,535

		Number of Shares
Vest Date		Phillip G. Norton				Mark P. Marron				Elaine D. Marion				Darren S. Raiguel
5/7/19			-												3,333
6/8/19			-				6,667				4,000				1,000
6/14/19			-				5,914				3,333				833
6/16/19			-				6,006				6,006				1,736
6/17/19			-				19,600				12,000				-
7/21/19			-				6,667				-				-
8/1/19			57				-				-				-
9/25/19			398				-				-				-
5/7/20			-				-				-				3,333
6/8/20			-				6,667				4,000				1,000
6/14/20			-				5,914				3,333				833
6/17/20			-				19,600				12,000				-
8/1/20			57				-				-				-
9/25/20			399				-				-
5/7/21			-				-				-				3,334
6/14/21			-				5,914				3,334				834

Fiscal Year 2019 Options Exercised and Stock Vested

		Stock Awards
Name		Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($) (1)
Phillip G. Norton			16,343				1,575,465
Mark P. Marron			38,939				3,766,390
Elaine D. Marion			22,006				2,108,578
Darren S. Raiguel			4,038				386,063

Employment Agreements, Severance, and Change in Control Provisions

Triggering Event		Cash Severance				Target Cash Incentive (2)				Equity-Based Compensation Awards (3)				Total
Termination Without Cause, or for Good Reason, as defined in the agreement		$	1,153,875			$	750,000			$	7,344,304			$	9,248,179
Change in Control		$	-							$	7,344,304			$	7,344,304
Death or Disability (1)		$	1,153,875			$	750,000			$	7,344,304			$	9,248,179

Triggering Event		Cash Severance				Target Cash Incentive (2)				Equity-Based Compensation Awards (3)				Total
Termination Without Cause, or for Good Reason, as defined in the agreement		$	490,731			$	300,000			$	4,250,451			$	5,041,182
Change in Control		$	-			$	-			$	4,250,451			$	4,250,451
Death or Disability (1)		$	490,731			$	300,000			$	4,250,451			$	5,041,182

Triggering Event		Cash Severance				Target Cash Incentive (2)				Equity-Based Compensation Awards (3)				Total
Termination Without Cause, or for Good Reason, as defined in the agreement		$	490,731			$	300,000			$	1,437,535			$	2,228,266
Change in Control										$	1,437,535			$	1,437,535
Death or Disability (1)		$	490,731			$	300,000			$	1,437,535			$	2,228,266

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants, and rights				Weighted average exercise price of outstanding options, warrants, and rights				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders			-				n/a				830,231(1	)
Equity compensation plans not approved by security holders			-				n/a				-
Total			-								830,231

Submitted by the Audit Committee
	Terrence O’Donnell, Chairman
	John E. Callies
	C. Thomas Faulders, III
	Lawrence S. Herman Maureen F. Morrison

Independent Registered Public Accounting Firm Fees and Independence

		Fiscal 2019 ($)				Fiscal 2018 ($)
Audit Fees		$	1,773,266			$	1,755,448
Audit Related Fees			-				-
Tax Related Fees			113,888				202,799
All Other Fees			1,895				1,895
TOTAL FEES		$	1,889,049			$	1,960,142

Other Business

Annual Report on Form 10-K

Householding

Shareholder Proposals for the 2020 Annual Meeting of Shareholders

Results of the 2019 Annual Meeting

Additional Information about the Company

August 5, 2019	By Order of the Board of Directors
	Erica S. Stoecker
	Corporate Secretary, General Counsel, & Chief Compliance Officer