EPLUS (PLUS)
Sector: Information Technology
2025 Annual Meeting Analysis
EPLUS · Meeting: September 10, 2025
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Two Directors to Serve Until the 2028 Annual Meeting of Stockholders
Against Analysis
Brian Miller is the sole shareholder of NS Manager and may be deemed a beneficial owner of ~19.9% of the company's shares through North Sound entities, which were counterparties in multiple related-party transactions (loan participation, exchange transactions, warrant issuances) with the company; this creates a material conflict of interest that undermines his ability to serve as an independent overseer of management on behalf of all shareholders.
For Analysis
George Mulhern joined the board in May 2025 (within the past 24 months), which exempts him from the TSR underperformance trigger, and he brings relevant wireless technology industry experience from leadership roles at Cradlepoint and Ericsson Enterprise Wireless Solutions with no identified disqualifying flags.
Of the two nominees, George Mulhern receives a FOR vote as a newly appointed director with relevant industry expertise and no disqualifying issues. Brian Miller receives an AGAINST vote due to his material affiliation with North Sound entities — a 19.9% blockholder that was a direct counterparty in several related-party lending and debt-exchange transactions with the company — raising serious conflict-of-interest concerns that compromise independent oversight.
Say on Pay
✓ FORCEO
Mark P. Marron
Total Comp
$5,722,096
Prior Support
95.8%%
This is Inseego Corp.'s proxy filing and the CEO compensation context provided relates to ePlus (PLUS/Mark P. Marron), which is a data mismatch — this filing covers Inseego's named executive officers (Phil Brace as interim Executive Chairman, Steven Gatoff as CFO, Paul McClaskey as CAO, and Ashish Sharma as former CEO). Using the Inseego compensation data: total named executive pay was modest given the company's size and restructuring context, prior say-on-pay support was approximately 95.8% (well above the 70% concern threshold), and a clawback policy is in place. While discretionary bonuses were paid in connection with a significant corporate restructuring, the overall pay structure does not trigger any policy thresholds warranting a No vote.
Auditor Ratification
✓ FORAuditor
CBIZ CPAs P.C.
Tenure
0 yrs
Audit Fees
$860,050
Non-Audit Fees
$0
CBIZ CPAs P.C. is a newly engaged firm (effective April 2025, following its acquisition of Marcum LLP's attest business), so tenure concerns do not apply; non-audit fees are zero against audit fees of $860,050, well within the 50% threshold, and no material restatements attributable to audit failure are present.
Overall Assessment
This is Inseego Corp.'s 2025 annual meeting ballot, featuring three proposals: director elections, auditor ratification, and an advisory say-on-pay vote. The key concern on this ballot is Brian Miller's election — his dual role as a board director and beneficial owner/affiliate of a major related-party lender and debt-exchange counterparty (North Sound entities, ~19.9% holder) creates a significant conflict of interest that warrants an AGAINST vote, while the auditor and compensation proposals both pass policy screens.