DEF 14A of Core & Main, Inc., May 13, 2025

DEF 14A of Core & Main, Inc.

Filed May 13, 2025 · FY20240001856525-25-000105

Open on EDGAR

  1. the Securities Exchange Act of 1934

    We have a long-standing commitment to conduct our business in accordance with the highest ethical principles. Our Code of Conduct is applicable to all the representatives of our Company, including our executive officers, associates and employees of our Company and our subsidiary companies, as well as to our directors. A copy of our Code of Conduct is available on the Governance section of our investor relations website. We intend to timely disclose on our investor relations website any amendments to, or waivers from, the Code of Conduct that are required to be publicly disclosed. Under our Code of Conduct, our associates are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best course of action in a particular situation. Any violation of our Code of Conduct will be subject to appropriate discipline, up to and including dismissal from the Company or prosecution under the law. Our Code of Financial Ethics for our senior financial officers is also available on the Governance section of our investor relations website and applies to our CEO, CFO, Chief Accounting Officer and any other senior corporate officers with financial, accounting and reporting responsibilities. Under this Code of Financial Ethics, our senior financial officers are required, among other things, to (i) dedicate their best efforts to advancing the Company’s interests using unbiased and objective standards when making business decisions, (ii) conduct the Company’s business in an ethical and honest manner, including the ethical handling of actual or apparent conflicts of interest and (iii) make disclosures that are full, fair, accurate, timely and understandable in all material respects when filing reports or submitting documents to the SEC, and in all other public communications. Communicating with Our Board Shareholders and other interested parties can communicate with the Board as a whole, the independent directors or any individual director of the Board or any Committee. All such communications should be submitted by email at Directors@coreandmain.com or by mail at: Core & Main, Inc., 1830 Craig Park Court, St. Louis, Missouri 63146, Attention: Secretary. As an initial matter, the Secretary will determine whether the communication is a proper communication for the Board. The Secretary will not forward to the Board, any Committee or any director communications of a personal nature or those not related to the duties and responsibilities of the Board, including, without limitation, junk mail, mass mailings, business solicitations, routine customer service complaints, political campaign or election materials, new product or service suggestions, opinion survey polls or any other communications deemed by the Secretary to be immaterial to the Company. Stock Ownership Guidelines We have in place stock ownership guidelines to further our belief that our directors, CEO and certain other executive officers should maintain a material personal financial stake in the Company to promote a long-term perspective in managing the Company and to align shareholder and executive interests. All covered persons are subject to this policy and currently satisfy the stock ownership guidelines. Each covered person is required to maintain a minimum equity stake in the Company, determined as a multiple of the covered person’s base salary or annual cash retainer, as applicable, and converted to a fixed number of shares of common stock. Each of the non-employee members of the Board must maintain stock ownership equal to five times his or her annual cash retainer. The Company’s CEO must maintain stock ownership equal to six times his or her base salary. Each other Section 16 officer must maintain stock ownership equal to three times his or her base salary. Until the minimum stock ownership level is achieved, the covered person is required to retain an amount of shares equal to 50% of the net shares received as a result of the exercise of Company stock options or the vesting of any restricted stock, restricted stock units or other share-based compensation that is granted on or after the IPO. It is expected that each covered person shall attain the applicable share ownership level no later than five years after first becoming subject to it. For the purpose of determining ownership levels, common units of Management Feeder granted under the Pre-IPO Plan that can be indirectly exchanged for shares of the Company’s Class A common stock are treated as shares held directly. Policy on Recovering Incentive Compensation We have a Dodd-Frank Clawback Policy which covers our current and former executive officers, including our NEOs. Under this policy, if we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under securities laws, the Company will recoup the amount of incentive compensation paid to our current or former executive officers in excess of what would have been paid if the amounts had been determined based on the restated financial reporting measures. For purposes of the policy, "incentive compensation" includes all cash bonuses and equity compensation based wholly or in part upon the attainment of a financial reporting measure. The Dodd-Frank Clawback Policy is filed as Exhibit 97.1 to our 2024 Form 10-K. In addition, we have an Amended and Restated Clawback and Forfeiture Policy, covering current and former employees who are not covered by our Dodd-Frank Clawback Policy. The Amended and Restated Clawback and Forfeiture Policy allows the Company to recoup excess incentive compensation paid to these individuals under the same circumstances as our Dodd-Frank Clawback Policy described above.

  2. the Securities Exchange Act of 1934

    SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables set forth information relating to the beneficial ownership of our Class A common stock and Class B common stock as of April 28, 2025, except as otherwise indicated, by: •each of our directors, director nominees and NEOs; •each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares of Class A common stock or Class B common stock; and •all of our directors and executive officers as a group. As described in “Certain Relationships and Related Party Transactions,” pursuant to the terms of the Exchange Agreement, each holder of Partnership Interests is entitled to have their Partnership Interests, together with the retirement of a corresponding number of shares of Class B common stock, exchanged for an equal number of shares of Class A common stock of the Company generally on a one-for-one basis or for cash in limited circumstances specified in the Exchange Agreement. The Exchange Agreement also provides that, in connection with any such exchange, to the extent that Holdings has, since consummation of the IPO, made distributions to the applicable Continuing Limited Partner that are proportionately lesser or greater than the distributions made to Core & Main, on a pro rata basis, the number of shares of Class A common stock to be issued or cash to be paid to such Continuing Limited Partner will be adjusted to take into account the amount of such discrepancy that is allocable to the Partnership Interests, and Class B common stock, subject to such exchange. The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power, as well as any shares that the individual has the right to acquire within 60 days of April 28, 2025 through the exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, we believe, based on information furnished to us, that the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person. Applicable percentage ownership is based on 189,404,519 shares of our Class A common stock and 7,698,980 shares of Class B common stock outstanding as of April 28, 2025. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, or other rights held by such person that are currently exercisable or will become exercisable by June 27, 2025 (i.e. within 60 days of April 28, 2025), are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated below, the address for each beneficial owner listed is c/o 1830 Craig Park Court, St. Louis, Missouri, 63146. Section 16(a) of the Exchange Act, and the related rules and regulations, requires our directors, executive officers, and persons who beneficially own more than ten percent of any registered class of equity securities of the Company (“ten-percent shareholders”) to file reports of their ownership, and any changes in that ownership, with the SEC. Based solely on our review of the copies of such forms and certifications furnished to us, we believe that all of our directors, executive officers and ten-percent shareholders timely filed all reports required under Section 16(a) of the Exchange Act during fiscal 2024, except as follows: Mark R. Witkowski, Stephen O. LeClair, Bradford A. Cowles, John R. Schaller, Mark G. Whittenburg, Laura K. Schneider, Jeffery D. Giles and John W. Stephens, each filed one delinquent Form 4 disclosing prior share forfeitures for tax withholding purposes upon the vesting of a portion of past awarded restricted stock units ("RSUs").

  3. the Securities Exchange Act of 1934

    | Plan Category | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, RESTRICTED STOCK UNITS AND STOCK APPRECIATION RIGHTS | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS AND STOCK APPRECIATION RIGHTS | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS | | Equity compensation plans approved by security holders | 2,583,018(1) | $26.85(2) | 12,249,955(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,583,018 | $26.85 | 12,249,955 |

  4. the Securities Exchange Act of 1934

    (1)Consists of 2,093,426 outstanding stock options, 172,384 stock appreciation rights and 317,208 restricted stock units granted under the Omnibus Incentive Plan. (2)Consists of 2,093,426 outstanding stock options having a weighted average exercise price of $28.56 and 172,384 stock appreciation rights having a weighted average exercise price of $6.03. (3)Consists of 10,043,008 shares remaining available for issuance under the Omnibus Incentive Plan and 2,206,947 shares available for issuance under our Employee Stock Purchase Plan. The number or amount of shares of stock, other property or cash covered by outstanding awards, the number and type of shares of stock that have been authorized for issuance under the Omnibus Incentive Plan, the exercise or base price or purchase price of each outstanding award, and the other terms and conditions of outstanding awards, will be subject to adjustment by the Talent and Compensation Committee, in its discretion, in the event of any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock.

  5. the Securities Exchange Act of 1934

    The Role of External Market Data In support of fiscal 2024 executive compensation decisions, during fiscal 2023, the Talent and Compensation Committee directed its independent consultant to conduct an external market assessment of the Company's executive compensation pay levels and incentive plan designs. The primary objectives of the study were to (1) assess the market competitiveness of current base salaries and target total cash compensation and (2) provide a market context for the establishment of target long-term incentive grant values under the Company’s long-term incentive plan design. As part of this process, the independent consultant recommended, and the Talent and Compensation Committee approved, the following executive compensation peer group (the “Peer Group”): •Applied Industrial Technologies, Inc. •Beacon Roofing Supply, Inc. •Builders FirstSource, Inc. •Fastenal Company •GMS Inc. •Hillman Solutions Corp. •Installed Building Products, Inc. •MSC Industrial Direct, Inc. •Pool Corporation •SiteOne Landscape Supply, Inc. •TopBuild Corp •W.W. Grainger, Inc. •Watsco, Inc. •WESCO International, Inc. In selecting the peer companies, the following primary factors were considered: •Industry Relevance – focusing on industrial distribution companies; •Size Relevance – focusing on Revenue, EBITDA, Market Cap, and Enterprise Value that are similar to those of the Company; and •Data Availability – focusing on publicly-traded companies in the U.S. with full pay disclosure. In addition to pay data gathered from the proxy statements of peer group companies, Pearl Meyer also collected data from a variety of reputable compensation surveys. The data presented to and reviewed by the Talent and Compensation Committee was a blend of peer group and survey data. Neither Pearl Meyer nor the Talent and Compensation Committee was aware of the specific reporting companies included within the data used in the surveys. This external market data is one of many factors reviewed and considered by the Talent and Compensation Committee when making its pay determinations. Neither the Company nor the Talent and Compensation Committee engaged in direct benchmarking against the pay levels of other companies in making fiscal 2024 executive compensation decisions. Instead, the Talent and Compensation Committee generally referenced the 50th and 75th percentile market pay levels as presented by Pearl Meyer when evaluating pay decisions. Elements of Our 2024 Executive Compensation Program During fiscal 2024, the compensation program for our NEOs consisted mainly of salary, short-term cash incentive compensation, and long-term equity awards. As described above, the Talent and Compensation Committee reviews and considers external market data provided by its independent consultant when making compensation decisions, including the executive compensation practices of the Peer Group. This information is reviewed and considered by the Talent and Compensation Committee along with all other relevant information, including, but not limited to, company performance, individual executive performance, internal equity among executives, tenure and experience levels, and the results of our “say on pay” shareholder votes. Set forth below is a chart outlining each element of compensation, the primary reason that we provide each element, and how that element fits into our overall compensation philosophy.

  6. the Securities Exchange Act of 1934

    | PAY COMPONENT | OBJECTIVE OF PAY COMPONENT | KEY MEASURES | | Base Salary | Provide competitive pay and reflect individual contributions | Current compensation relative to competitive rates for similar roles Individual performance | | Annual Cash Incentives | Reward achievement of short-term business objectives and results | MICP Adjusted EBITDA target MICP Working Capital Percentage target (see definitions below) | | Long-Term Equity Awards | Align executive and shareholder interests while enhancing executive retention strength | Value of executive compensation linked directly to increases in long-term shareholder value |

  7. the Securities Exchange Act of 1934

    As of the date of this proxy statement we have continued these elements of our executive compensation program, including the terms and conditions of the long-term incentive awards granted to our NEOs, and have issued certain additional awards of performance shares as described below in the "Special Equity Awards" section.

  8. the Securities Exchange Act of 1934

    (1)Amounts shown for 2024 reflect base salary effective as of April 29, 2024. Amounts shown for 2023 reflect base salary effective May 1, 2023 through April 28, 2024. Short-Term Incentives Annual cash incentives are designed to focus the NEOs on producing superior results against key financial metrics relevant to the Company as a whole. By tying a significant portion of the executive’s total annual cash compensation to annual variable pay, we reinforce our “pay for performance” culture and focus our executives on critical short-term financial and operational performance, which also supports our long-term financial goals. All of our NEOs participate in our management incentive compensation plan (“MICP”), which provides cash-based incentives dependent on the Company's annual results as compared against the key financial metrics described below. MICP target payouts to our NEOs are expressed as a percentage of base salary. Annually, these percentage targets are reviewed against comparator data and adjusted, if necessary, based on the Talent and Compensation Committee’s estimation of what level of targeted payouts is necessary to retain, motivate and reward our executives. For fiscal 2024, the MICP performance payout weighting was based 75% on MICP Adjusted EBITDA and 25% on the MICP Working Capital Percentage. MICP Adjusted EBITDA is calculated as Adjusted EBITDA (calculated as described in our 2024 Form 10-K) less the estimated Adjusted EBITDA of any acquisitions completed subsequent to the establishment of the MICP Adjusted EBITDA target, as these items were not contemplated in establishing the target. We view MICP Adjusted EBITDA as a key operating metric that measures business profitability. MICP Working Capital Percentage is calculated as average accounts receivable plus inventory less accounts payable, as a percentage of fiscal 2024 net sales. The MICP Working Capital Percentage is also adjusted to exclude the same acquisitions as were excluded for the MICP Adjusted EBITDA calculation. The MICP Working Capital Percentage measure is intended to increase the focus on working capital management across the Company. The following are the performance and payout scales that were approved by the Talent and Compensation Committee for fiscal 2024 annual cash incentives for NEOs, as well as the actual performance results for fiscal 2024.

  9. the Securities Exchange Act of 1934

    | | MICP Adjusted EBITDA | | | MICP Working Capital Percentage | | | Total | | | PLAN ATTAINMENT | MICP ADJUSTED EBITDA (IN MILLIONS) | PAYOUT % OF TARGET | PLAN ATTAINMENT | MICP WORKING CAPITAL PERCENTAGE | PAYOUT % OF TARGET | | | Minimum | 93% | $910 | 25% | 91% | 20.4% | 25% | | | Target | 100% | $980 | 100% | 100% | 18.6% | 100% | | | Growth Target | 108% | $1,056 | 150% | 103% | 18.0% | 150% | | | Maximum | 116% | $1,132 | 200% | 106% | 17.5% | 200% | | | Actual Performance | | $922 | | | 18.6% | | | | Actual Payout % of Target | | 37% | | | 100% | | | | Weight | | 75% | | | 25% | | | | Payout % | | 28% | | | 25% | | 53% |

  10. the Securities Exchange Act of 1934

    | | TARGET MICP OPPORTUNITY | | | | | | NAME | BASE SALARY ($) | % SALARY | $ VALUE | WEIGHTED AVG PAYOUT % OF TARGET | ACTUAL MICP AWARD ($) | | Stephen O. LeClair | 935,000 | 135% | 1,262,250 | 53% | 668,677 | | Mark R. Witkowski | 625,000 | 75% | 468,750 | 53% | 248,320 | | Bradford A. Cowles | 500,000 | 75% | 375,000 | 53% | 198,656 | | Michael G. Huebert | 450,000 | 75% | 337,500 | 53% | 178,791 | | John R. Schaller | 500,000 | 85% | 425,000 | 53% | 225,144 |

  11. the Securities Exchange Act of 1934

    Long-Term Incentive Awards Granted in Fiscal 2024 We make grants of long-term equity incentive compensation to certain of our employees and directors under the Omnibus Incentive Plan. Under the Omnibus Incentive Plan, we can make awards in the form of stock options, which may be either incentive stock options or non-qualified stock options, restricted stock; RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock-based awards. Cash awards may also be granted under the Omnibus Incentive Plan as annual or long-term incentives. Shares issued under the Omnibus Incentive Plan may be either authorized but unissued shares or shares reacquired by us. Our long-term incentive plan design includes annual grants of stock options and RSUs. Both the stock options and RSUs approved by the Talent and Compensation Committee and granted on March 7, 2024 vest in three equal annual installments on the first three anniversaries of the grant date, subject to the grantee’s continued employment through such anniversary. Unvested stock options and RSUs are generally forfeited upon the grantee’s termination of employment, but are subject to acceleration upon the Talent and Compensation Committee’s discretion and also upon the grantee’s termination of employment due to death, disability or a “Qualifying Retirement,” meaning a retirement occurring at least six months after the grant date and after the grantee has completed at least 10 years of employment with the Company or its subsidiaries and reached age 62. Unless otherwise determined by the Talent and Compensation Committee, the RSUs also participate in any ordinary dividend paid on shares of our Class A common stock, in the form of dividend equivalent rights payable upon vesting and settlement of the RSUs. In approving the 2024 long-term incentive plan design and equity grants, the Talent and Compensation Committee reviewed and considered Peer Group practices as summarized by Pearl Meyer. This information was one of many factors reviewed and considered by the Talent and Compensation Committee. For fiscal 2024, the equity award mix for our NEOs was 75% stock options and 25% RSUs, with the exception of a fiscal 2024 discretionary award to Michael G. Huebert which was 50% stock options and 50% RSUs. The Talent and Compensation Committee believed that this mix of stock options and RSUs appropriately balanced the performance and retention objectives of the program, making a substantial portion of the award value solely dependent upon increases in the value of our Class A common stock. The Talent and Compensation Committee intends to review and assess the grant mix and grant levels annually. The following summarizes the grants of RSUs and stock options granted in 2024 to each NEO:

  12. the Securities Exchange Act of 1934

    | NAME | RSUs | OPTIONS | | Stephen O. LeClair | 18,657 | 146,508 | | Mark R. Witkowski | 4,677 | 36,726 | | Bradford A. Cowles | 3,744 | 29,382 | | Michael G. Huebert | 12,836 | 50,516 | | John R. Schaller | 3,744 | 29,382 |

  13. the Securities Exchange Act of 1934

    In March 2025, following the end of fiscal 2024, we made our fiscal 2025 annual grants of long-term incentive awards to our NEOs, in the form of RSUs and stock option awards having the same vesting and other terms described above and also made certain additional grants of long-term incentive awards in connection with the Executive Transition as described below under "Employment Agreements and Special Equity Awards in connection with the Executive Transition." Management Feeder Units Prior to our IPO, we provided long-term equity incentive compensation to our NEOs under the Pre-IPO Plan. Under the Pre-IPO Plan, we granted profits interests (the “Profits Units”) in Holdings to members of management indirectly through an equity interest in Management Feeder, a partner in Holdings, which in turn received grants of equity interests from Holdings in amounts and on terms that were identical to those issued to the executive by Management Feeder. The Pre-IPO Plan and the Profits Units are described in our registration statement on Form S-1, filed on May 21, 2021. All Profits Units of Management Feeder were converted into common units of Management Feeder in connection with the IPO. The Profits Units of Management Feeder that were unvested at the time of conversion were converted into restricted common units that are subject to time-vesting provisions that are substantially similar to the vesting provisions applicable to the corresponding unvested Profits Units. The shares of Class B common stock of the Company held by Holdings were distributed proportionately to holders of partnership interests of Holdings, including Management Feeder. Pursuant to the limited liability company agreement of Management Feeder, the directors, executive officers and other employees of the Company who hold common units in Management Feeder have the right, subject to certain conditions, to elect for Management Feeder to redeem a number of vested common units held by them in exchange for a corresponding number of Holdings partnership interests and shares of Class B common stock held by Management Feeder and will, as a result of such transfer, have the right to exchange their Holdings partnership interests and shares of Class B common stock for shares of Class A common stock. Such individuals also have the right to participate in cash payments made under the Continuing Limited Partner Tax Receivable Agreement in respect of any Holdings partnership interests exchanged for Class A common stock, as described further under “Certain Relationships and Related Party Transactions—Tax Receivable Agreements.” In addition, the common units are subject to adjustment, as determined by the Talent and Compensation Committee, to give effect to any stock splits, reverse splits, stock dividends or similar events affecting the Class A common stock. For information regarding outstanding common units of Management Feeder held by our NEOs as of the Record Date, see “Securities Ownership of Certain Beneficial Owners and Management” above. Employment Agreements and Severance Agreements We have entered into employment agreements with each of Messrs. LeClair, Witkowski, Cowles and Huebert, which include the specific terms, including severance benefits, described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements.” In connection with the Executive Transition, the Company entered into new employment agreements with each of Messrs. LeClair and Witkowski, replacing their existing employment agreements, and Ms. Bradbury, as outlined further below under “Employment Agreements and Special Equity Awards in connection with the Executive Transition.” The employment agreements of Messrs. Cowles and Huebert were unaffected by the Executive Transition. Benefits and Perquisites The benefits provided to our NEOs are the same as those generally provided to our other salaried employees and include medical, dental and vision insurance, basic life insurance and accidental death and dismemberment insurance, short and long-term disability insurance, and a 401(k) plan, which includes an employer matching contribution equal to 50% of the first 6% of the participant’s eligible compensation deferred under the plan. Our executives participate in a limited number of perquisite programs. We maintain these programs because they are valued by our NEOs but impose relatively little cost to us.

  14. the Securities Exchange Act of 1934

    All of the NEOs participate in the executive basic life insurance plan. Under this plan, the beneficiary of a participant who dies while employed by us is entitled to a lump sum payment of $500,000. The participant owns the insurance policy, and the Company pays the premium on his or her behalf. The value of the premium for fiscal 2024 for each NEO is described below under "Director and Executive Compensation—Summary Compensation Table." In addition, Mr. LeClair has a secondary life insurance policy with a benefit amount of $4,500,000 and the value of Mr. LeClair’s secondary policy premium was an additional $2,290. Mr. LeClair also received a payment of $1,761 to cover the income taxes owed in respect of his secondary policy. Other benefits provided to our NEOs include participation in an executive medical benefit program and a vehicle allowance program for our NEOs. Employment Agreements and Special Equity Awards in connection with the Executive Transition In connection with the Executive Transition, Opco entered into new employment agreements with each of Messrs. LeClair and Witkowski, replacing their existing employment agreements, and Ms. Bradbury. The specific terms, including severance benefits, of these new employment agreements, which came into effect after fiscal 2024, are described below. For an overview of the terms of the prior agreements of Messrs. LeClair and Witkowski, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table - Fiscal 2024 Employment Agreements.” Ms. Bradbury was not previously party to an employment agreement with Opco. LeClair Employment Agreement Effective Upon the Executive Transition Mr. LeClair’s new employment and transition agreement effective as of March 31, 2025 (the “New LeClair Agreement”), replaced and superseded that certain Employment Agreement, dated as of March 9, 2018, by and between Opco and Mr. LeClair. The New LeClair Agreement terminates on April 1, 2026, and provides for an annual base salary of $935,000 with eligibility to receive a target performance bonus of up to 135% of his base salary. Mr. LeClair is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Mr. LeClair is entitled to (i) a payment equal to his remaining base salary and his target MICP bonus, paid in equal installments over the remaining term following termination, (ii) accelerated vesting of unvested awards as if he had remained employed through the term of the New LeClair Agreement, and (iii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the remaining term following termination. Payment is subject to his execution of a release of claims. Under the New LeClair Agreement, as well as the New Witkowski Agreement (defined below) and Bradbury Agreement (defined below): •“cause” means any of the following: (i) indictment for, commission of, conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) commission of fraud, theft, embezzlement, self-dealing, dishonesty, misappropriation or other malfeasance against Opco; (iii) material and persistent failure to perform executive’s lawful duties or responsibilities under the terms of the employment agreement or other agreement with Opco (other than by reason of disability); (iv) failure to comply with any lawful policy of Opco; (v) commission of acts or omissions constituting gross negligence or material misconduct in the performance of any aspect of the executive’s lawful duties or responsibilities which have or may be expected to have an adverse effect on Opco; (vi) breach of any fiduciary duty owed to Opco; (vii) material violation or material breach of any restrictive covenant or any material term of this Agreement or other material term of another agreement between the Parties; (viii) failure or refusal to cooperate in good faith with a governmental or internal investigation; or (ix) commission of any act or omission that materially damages or is reasonably likely to materially damage the financial condition or business of Opco or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of Opco; and •“good reason” for an executive’s resignation includes the following circumstances: (i) a material reduction in base salary (except for any across-the-board reduction impacting substantially all executives of Opco where such reduction does not represent a greater than 10% reduction); (ii) a material reduction in the percentage of base salary that constitutes the executive’s target bonus; (iii) a material reduction the Executive’s duties, authorities and responsibilities; (iv) a material adverse change to the executive’s title or reporting line; (v) the introduction of a requirement that the executive report to a different principal work location that increases the executive’s commute by more than 40 miles; or (vi) Opco engages in a material violation or material breach of any restrictive covenant or any material term of the employment agreement or material term of another agreement with the executive. The executive must provide Opco with 30 days to cure any of the aforementioned conditions and must resign and the Executive must then resign and separate from employment no later than 90 days following the initial existence of the condition that is claimed to constitute “good reason” for the executive’s resignation.

  15. the Securities Exchange Act of 1934

    Witkowski Employment Agreement Effective Upon the Executive Transition Mr. Witkowski’s new employment agreement effective as of March 31, 2025 (the “New Witkowski Agreement”), replaced and superseded that certain Employment Agreement, dated as of February 9, 2018, under which he served as the Company’s CFO. The New Witkowski Agreement provides for an annual base salary of $825,000 with eligibility to receive a target performance bonus of up to 125% of his base salary and includes restrictive covenants, including non-compete and non-solicit covenants. Mr. Witkowski is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Mr. Witkowski is entitled to (i) a payment equal to 24 months’ base salary and two times his target MICP bonus, paid in equal installments over the 24-month period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination; payment is subject to his execution of a release of claims. The definitions of “cause” and “change in employment” in the New Witkowski Agreement are consistent with the definitions in the New LeClair Agreement. Bradbury Employment Agreement Effective Upon the Executive Transition Ms. Bradbury’s employment agreement, effective as of March 31, 2025 (the “Bradbury Agreement”), provides for an annual base salary of $500,000 with eligibility to receive a target performance bonus of up to 75% of her base salary and includes restrictive covenants, including non-compete and non-solicit covenants. Ms. Bradbury is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Ms. Bradbury is entitled to (i) a payment equal to twelve months’ base salary and her target MICP bonus, paid in equal installments over the twelve-month period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination; payment is subject to her execution of a release of claims. The definitions of “cause” and “change in employment” in the Bradbury Agreement are consistent with the definitions in the New LeClair Agreement. Special Equity Awards In connection with their promotions to CEO and CFO, respectively, Mr. Witkowski and Ms. Bradbury were awarded the following additional annual equity grants:

  16. the Securities Exchange Act of 1934

    | EXECUTIVE | RSUs | OPTIONS | | Mr. Witkowski | 10,092 | 73,458 | | Ms. Bradbury | 2,913 | 21,192 |

  17. the Securities Exchange Act of 1934

    These award values reflect the difference between (i) the new targeted annual equity grant value for their new role and (ii) the targeted value received for their prior role at the time of the 2025 annual equity grant. All provisions of these awards, including vesting, are the same as the annual equity awards previously granted. In connection with the CEO and CFO succession process, and to further align pay and performance for the executive team going forward, the Committee approved a special performance-based equity award to certain executives, including the NEOs. The following are the approved grant values for each NEO:

  18. the Securities Exchange Act of 1934

    | NAME AND PRINCIPAL POSITION(1) | FISCAL YEAR | SALARY ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | Stephen O. LeClair Chief Executive Officer | 2024 | 924,231 | 935,089 | 2,805,019 | 668,677 | 41,454 | 5,374,470 | | | 2023 | 882,885 | 839,075 | 2,517,204 | 1,256,077 | 50,881 | 5,546,122 | | | 2022 | 836,538 | 743,791 | 2,231,258 | 1,700,000 | 52,893 | 5,564,480 | | Mark R. Witkowski Chief Financial Officer | 2024 | 610,192 | 234,411 | 703,150 | 248,320 | 34,813 | 1,830,886 | | | 2023 | 559,231 | 213,782 | 641,252 | 479,976 | 42,866 | 1,937,107 | | | 2022 | 521,923 | 198,777 | 596,258 | 636,000 | 110,456 | 2,063,414 | | Bradford A. Cowles President | 2024 | 482,500 | 187,649 | 562,543 | 198,656 | 37,794 | 1,469,142 | | | 2023 | 426,923 | 163,172 | 489,378 | 366,297 | 57,426 | 1,503,196 | | | 2022 | 398,269 | 151,892 | 455,648 | 486,000 | 41,719 | 1,533,528 | | Michael G. Huebert President(6) | 2024 | 225,000 | 668,884 | 1,006,316 | 178,791 | 14,310 | 2,093,301 | | John R. Schaller Executive Vice President | 2024 | 491,923 | 187,649 | 562,543 | 225,144 | 34,062 | 1,501,321 | | | 2023 | 461,923 | 176,305 | 528,767 | 448,539 | 19,093 | 1,634,627 | | | 2022 | 430,577 | 165,002 | 495,008 | 598,400 | 10,828 | 1,699,815 |

  19. the Securities Exchange Act of 1934

    | NAME | FEES EARNED OR PAID IN CASH ($) | RSU AWARDS ($) | TOTAL ($) | | James G. Castellano | 141,359 | 120,000 | 261,359 | | Dennis G. Gipson | 104,426 | 120,000 | 224,426 | | Orvin T. Kimbrough | 106,289 | 120,000 | 226,289 | | Kathleen M. Mazzarella | 106,626 | 120,000 | 226,626 | | Bhavani Amirthalingam | 98,157 | 120,000 | 218,157 | | Robert M. Buck | 104,892 | 120,000 | 224,892 | | Margaret M. Newman | 109,000 | 120,000 | 229,000 | | James D. Hope | 60,041 | 138,000 | 198,041 | | James G. Berges(1) | — | — | — | | Ian A. Rorick(1) | — | — | — | | Nathan K. Sleeper(1) | — | — | — | | Jonathan L. Zrebiec(1) | — | — | — |

  20. the Securities Exchange Act of 1934

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS(3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (MILLIONS)(5) | MICP ADJUSTED EBITDA (MILLIONS)(6) | | | | | | | CORE & MAIN TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(4) | | | | 2024 | $5,374,471 | $12,340,181 | $1,723,477 | $2,929,034 | $238.14 | $145.01 | $434 | $922 | | 2023 | 5,546,122 | 13,225,593 | 1,609,568 | 3,166,945 | 171.10 | 121.62 | 531 | 888 | | 2022 | 5,564,480 | 6,240,946 | 1,710,361 | 1,896,515 | 91.43 | 103.74 | 581 | 924 |