DEF 14A of Core & Main, Inc., May 7, 2026

DEF 14A of Core & Main, Inc.

Filed May 7, 2026 · FY20250001856525-26-000046

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 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 other than Ms. Burkhardt (who became subject to the guidelines on April 1, 2026), Ms. Hardwick (who was appointed to the Board effective April 1, 2026), Ms. Harper (who became subject to the guidelines in September 2025), Mr. Hope (who was appointed to the Board effective May 1, 2024), and Mr. Huebert (who became subject to the guidelines in July 2024), are subject to this policy and currently satisfy the stock ownership guidelines. Each of Ms. Burkhardt, Ms. Hardwick, Ms. Harper, Mr. Hope and Mr. Huebert are within the grace period allowed by 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 2025 Form 10-K.

  2. 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 | 2,315,858(1) | $32.18(2) | 11,295,073(3) | | Equity compensation plans not approved by security holders | — | — | — | | Total | 2,315,858 | $32.18 | 11,295,073 |

  3. the Securities Exchange Act of 1934

    (1)Consists of 1,972,057 outstanding stock options, 80,572 stock appreciation rights and 263,229 restricted stock units granted under the Omnibus Incentive Plan. (2)Consists of 1,972,057 outstanding stock options having a weighted average exercise price of $33.23 and 80,572 stock appreciation rights having a weighted average exercise price of $6.58. (3)Consists of 9,180,964 shares remaining available for issuance under the Omnibus Incentive Plan and 2,114,109 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.

  4. the Securities Exchange Act of 1934

    individuals generally attend Talent and Compensation Committee meetings, but do not provide input into their own compensation. Use of Peer Group During fiscal 2025, the Talent and Compensation Committee directed Pearl Meyer 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 assess the market competitiveness of (1) current base salaries and target total cash compensation and (2) long-term incentive grant values under the Company’s long-term incentive plan design. Given the competitive market for top-tier talent, the Talent and Compensation Committee uses a peer group to provide reference data for assessing executive compensation levels and practices. The Talent and Compensation Committee reviews our compensation peer group periodically to determine the appropriate companies to include. In its review, the Talent and Compensation Committee considered the following factors and criteria: •Industry Relevance – focusing on industrial distribution companies; •Size Relevance – focusing on revenue, EBITDA, market capitalization, 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. Based on the most recent review and beginning with fiscal year 2025, Pearl Meyer recommended, and the Talent and Compensation Committee approved, the following executive compensation peer group (the “Peer Group”) for purposes of setting fiscal 2025 compensation: •Applied Industrial Technologies, Inc. •Builders FirstSource, Inc. •Ferguson Enterprises, Inc. •Fastenal Company •GMS Inc. •Hillman Solutions Corp. •Installed Building Products, Inc. •MSC Industrial Direct, Inc. •Pool Corporation •SiteOne Landscape Supply, Inc. •TopBuild Corp •United Rentals, Inc. •W.W. Grainger, Inc. •WESCO International, Inc. 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 market 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 2025 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 compensation decisions. Elements of Our 2025 Executive Compensation Program During fiscal 2025, 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 Pearl Meyer 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 proposal” 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.

  5. the Securities Exchange Act of 1934

    | PAY ELEMENT | PURPOSE | 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 Incentive Awards | Align executive and shareholder interests while enhancing executive retention strength | Value of executive compensation linked directly to increases in long-term shareholder value |

  6. the Securities Exchange Act of 1934

    (1)For Mr. Witkowski, Ms. Bradbury and Mr. LeClair, amounts shown for 2025 reflect base salary effective March 31, 2025 and amounts shown for 2024 reflect base salary effective April 29, 2024 through March 30, 2025. For Messrs. Cowles, Huebert and Whittenburg, amounts shown for 2025 reflect base salary effective April 28, 2025 and amounts shown for 2024 reflect base salary effective April 29, 2024 through April 27, 2025. 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 2025, 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 2025 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.

  7. the Securities Exchange Act of 1934

    | | MICP Adjusted EBITDA | | | MICP Working Capital Percentage | | | TOTAL | | | PLAN ATTAINMENT | MICP ADJUSTED EBITDA (IN MILLIONS)(1) | PAYOUT % OF TARGET | PLAN ATTAINMENT | MICP WORKING CAPITAL PERCENTAGE | PAYOUT % OF TARGET | | | Minimum | 93% | $930 | 25% | 98% | 18.9% | 25% | | | Mid Target | 98% | $975 | 90% | | | | | | Target | 100% | $1,000 | 100% | 100% | 18.6% | 100% | | | Growth Target | 105% | $1,050 | 150% | 103% | 18.0% | 150% | | | Maximum | 110% | $1,100 | 200% | 106% | 17.5% | 200% | | | Actual Performance | | $930 | | | 19.9% | | | | Actual Payout % of Target | | 25% | | | —% | | | | Weight | | 75% | | | 25% | | | | Payout % | | 19% | | | —% | | 19% |

  8. the Securities Exchange Act of 1934

    | | TARGET MICP OPPORTUNITY | | | | | | NAME | BASE SALARY ($) | % SALARY | $ VALUE | WEIGHTED AVG PAYOUT % OF TARGET | ACTUAL MICP AWARD ($) | | Mark R. Witkowski | 825,000 | 125% | 1,031,250 | 19% | 194,520 | | Robyn L. Bradbury | 500,000 | 75% | 375,000 | 19% | 70,734 | | Stephen O. LeClair | 935,000 | 135% | 1,262,250 | 19% | 238,092 | | Bradford A. Cowles | 570,000 | 75% | 427,500 | 19% | 80,637 | | Michael G. Huebert | 475,000 | 75% | 356,250 | 19% | 67,198 | | Mark G. Whittenburg | 505,000 | 75% | 378,750 | 19% | 71,442 |

  9. the Securities Exchange Act of 1934

    Long-Term Incentive Awards Granted in Fiscal 2025 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; restricted stock units ("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 generally 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 13, 2025 vest in three equal annual installments on the first three anniversaries of March 11th, 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 at 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.

  10. the Securities Exchange Act of 1934

    In approving the 2025 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 2025, the equity award mix for our NEOs was 75% stock options and 25% 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 following summarizes the grants of RSUs and stock options granted in March 2025 to each NEO prior to the Executive Transition:

  11. the Securities Exchange Act of 1934

    | NAME | RSUs | OPTIONS | | Mark R. Witkowski | 7,296 | 53,094 | | Robyn L. Bradbury | 1,014 | 7,377 | | Stephen O. LeClair | — | — | | Bradford A. Cowles | 6,162 | 44,835 | | Michael G. Huebert | 4,494 | 32,694 | | Mark G. Whittenburg | 3,411 | 24,828 |

  12. the Securities Exchange Act of 1934

    | EXECUTIVE | RSUs | OPTIONS | | Mark R. Witkowski | 10,092 | 73,458 | | Robyn L. Bradbury | 2,913 | 21,192 |

  13. 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 described above. All provisions of these awards, including vesting, are the same as the annual equity awards previously granted and described above. To further align pay and performance for the executive team going forward, the Talent and Compensation Committee also approved certain one-time, discretionary performance-based equity award to certain executives, including the NEOs. The following are the approved target grant values for each NEO:

  14. the Securities Exchange Act of 1934

    There is no threshold earning level for these PSAs because the Company is committed to achieving its disclosed target goals, and therefore no payment under these awards is warranted for below Target performance. If the Target performance level is achieved participants will earn 100% of the PSAs awarded. If the maximum performance level is achieved participants will earn 200% of the PSAs awarded. Any awards earned based on fiscal year 2028 results will vest on March 31, 2029. When approving these awards, the Talent and Compensation Committee acknowledged the special-purpose nature of the awards to support leadership continuity during the Executive Transition and to align the new leadership team with the Company’s stated long-term financial goals. Absent special circumstances in the future, the Talent and Compensation Committee does not expect to provide special-purpose equity awards as a routine matter. The Talent and Compensation Committee intends to review and assess the grant mix and grant levels annually. In March 2026, following the end of fiscal 2025, we made our fiscal 2026 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.

  15. 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 ($)(5) | TOTAL ($) | | Mark R. Witkowski, Chief Executive Officer | 2025 | 786,539 | 5,825,167 | 2,474,832 | 194,520 | 46,048 | 9,327,106 | | | 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 | | Robyn L. Bradbury, Chief Financial Officer | 2025 | 469,231 | 2,437,683 | 562,566 | 70,734 | 29,965 | 3,570,179 | | Stephen O. LeClair, Former Executive Chair and Former Chief Executive Officer | 2025 | 935,000 | — | — | 238,092 | 37,341 | 1,210,433 | | | 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 | | Bradford A. Cowles, President | 2025 | 551,154 | 3,035,162 | 854,908 | 80,637 | 37,917 | 4,559,778 | | | 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 | | Michael G. Huebert, President | 2025 | 468,270 | 2,457,976 | 623,405 | 67,198 | 30,321 | 3,647,170 | | | 2024 | 225,000 | 668,884 | 1,006,316 | 178,791 | 14,310 | 2,093,301 | | Mark G. Whittenburg, Former General Counsel and Secretary | 2025 | 499,616 | 1,657,852 | 473,417 | 71,442 | 33,061 | 2,735,388 | | | 2024 | 478,808 | 121,341 | 363,752 | 192,697 | 34,297 | 1,190,895 | | | 2023 | 456,077 | 115,547 | 346,523 | 389,033 | 56,164 | 1,363,344 |

  16. Benefits in Connection with a Termination due to Retirement

    | NAME | FEES EARNED OR PAID IN CASH ($) | RSU AWARDS ($) | TOTAL ($)(1) | | James G. Castellano | 143,673 | 130,000 | 273,673 | | Dennis G. Gipson | 106,278 | 130,000 | 236,278 | | Orvin T. Kimbrough | 106,278 | 130,000 | 236,278 | | Kathleen M. Mazzarella | 103,785 | 130,000 | 233,785 | | Bhavani Amirthalingam | 98,799 | 130,000 | 228,799 | | Robert M. Buck | 106,278 | 130,000 | 236,278 | | Margaret M. Newman | 108,771 | 130,000 | 238,771 | | James D. Hope | 98,799 | 130,000 | 228,799 |

  17. Benefits in Connection with a Termination due to Retirement

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 1(1) | COMPENSATION ACTUALLY PAID TO PEO 1(3) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO 2(1) | COMPENSATION ACTUALLY PAID TO PEO 2(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) | | | | 2025 | $1,210,433 | $(1,769,626) | $9,327,106 | $3,995,582 | $3,628,129 | $1,160,734 | $225.15 | $168.99 | $462 | $930 | | 2024 | 5,374,471 | 12,340,181 | N/A | N/A | 1,723,477 | 2,929,034 | 238.14 | 145.01 | 434 | 922 | | 2023 | 5,546,122 | 13,225,593 | N/A | N/A | 1,609,568 | 3,166,945 | 171.10 | 121.62 | 531 | 888 | | 2022 | 5,564,480 | 6,240,946 | N/A | N/A | 1,710,361 | 1,896,515 | 91.43 | 102.27 | 581 | 924 | | 2021 | 2,292,431 | 3,348,965 | N/A | N/A | 979,397 | 1,381,409 | 98.95 | 96.77 | 225 | 604 |