cnm-20250512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

___________________________________

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Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement

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☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12

Core & Main, Inc.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

May 13, 2025

DEAR SHAREHOLDER:

It is my pleasure to invite you to the annual meeting of shareholders of Core & Main, Inc. (“Core & Main”, "we", "us", "our", or the “Company”), to be held virtually at 9:00 a.m. Central Time on Tuesday, June 24, 2025, and any adjournments or postponements thereof (the "Annual Meeting"). The Annual Meeting will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/CNM2025, where you can listen to the meeting live, submit questions and vote online. All holders of our outstanding common stock as of the close of business on April 28, 2025 are entitled to vote at the Annual Meeting. To participate in the Annual Meeting you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.

The accompanying notice of meeting and proxy statement contain important information about the upcoming Annual Meeting including general information, a description of the business that will be acted upon at the meeting and the voting procedures to be used at the meeting.

Your vote is important. Whether you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions using one of the voting methods described in the accompanying proxy statement so that your shares may be represented at the meeting. Submitting your proxy or voting instructions by any of these methods will not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting if you wish to do so.

We encourage you to read both our proxy statement and Annual Report on Form 10-K for the fiscal year ended February 2, 2025 filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2025 (the “2024 Form 10-K”) in their entirety. We value hearing from, and engaging with, our shareholders. We appreciate your continued support of Core & Main, and we look forward to the Annual Meeting.

Sincerely,

Stephen O. LeClair
Chair of the Board

1830 Craig Park Court, St. Louis, Missouri 63146


CORE & MAIN						2025 PROXY STATEMENT

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

Date and Time

Items of Business

Tuesday, June 24, 2025,

at 9:00 a.m. Central Time.

1.To elect three directors to our board of directors (the “Board”), each to serve as a Class I director for a term of three years expiring at the annual meeting of shareholders to be held in 2028 or until such director’s successor has been duly elected and qualified, subject to earlier resignation or removal;

2.To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending February 1, 2026;

3.To conduct an advisory vote to approve named executive officer ("NEO") compensation; and

4.To transact any other business as may properly come before the Annual Meeting.

A copy of the accompanying proxy statement and our Annual Report to shareholders for the fiscal year ended February 2, 2025 (the "Annual Report") are available free of charge at www.proxyvote.com.

If you plan to attend the Annual Meeting, please see the instructions beginning an page 1 of the proxy statement. There will be no physical location for shareholders to attend. Shareholders may only participate by logging in at www.virtualshareholdermeeting.com/CNM2025.

Place

via the internet at www.virtualshareholdermeeting.com/CNM2025

Record Date

April 28, 2025.

Who May Vote

Holders of Class A common stock and Class B common stock as of the close of business on April 28, 2025 are entitled to one vote per share at the 2025 annual meeting of shareholders (the “Annual Meeting”).

Annual Meeting Materials

A Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") is first being mailed to shareholders on or about May 13, 2025.

Date of Mailing

May 13, 2025.

For our Annual Meeting, we have elected to use the internet as our primary means of providing our proxy materials to shareholders. Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send to these shareholders the Notice of Internet Availability with instructions for accessing the proxy materials, including our proxy statement and Annual Report, and for voting via the internet. The Notice of Internet Availability also provides information on how shareholders may obtain paper copies of our proxy materials free of charge, if they so choose. The electronic delivery of our proxy materials will significantly reduce our printing and mailing costs and the environmental impact of the circulation of our proxy materials.

The Notice of Internet Availability will also provide the date, time and location of the Annual Meeting; the matters to be acted upon at the meeting; the Board’s recommendation with regard to each matter; a toll-free number, an email address and a website where shareholders may request a paper or email copy of the proxy statement; a copy of the Annual Report; a form of proxy relating to the Annual Meeting; and information on how to attend and vote at the virtual Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 24, 2025: This notice of the Annual Meeting, the proxy statement and the Annual Report are available at www.proxyvote.com and may be accessed using the control number located on each proxy card.

By Order of the Board of Directors

Mark G. Whittenburg
Secretary

St. Louis, MO
May 13, 2025


CORE & MAIN						2025 PROXY STATEMENT

TABLE OF CONTENTS


			General Information About the 2025 Annual Meeting of Core & Main, Inc.			2
			Proposals			5
			Questions and Answers			6
			Directors, Executive Officers and Corporate Governance			11
			Certain Relationships and Related Party Transactions			21
			Securities Ownership of Certain Beneficial Owners and Management			24
			Compensation Discussion and Analysis			27
			Director and Executive Compensation			27
			Talent and Compensation Committee Report			36
			Pay Versus Performance			43
			CEO Pay Ratio			45
			Audit Matters			46
			Proposal 1 — Election of Directors			48
			Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm			49
			Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation			50
			Other Information for Shareholders			51


CORE & MAIN			1			2025 PROXY STATEMENT

GENERAL INFORMATION ABOUT THE
2025 ANNUAL MEETING OF CORE & MAIN, INC.

This summary highlights information contained elsewhere in this proxy statement. It does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

The Annual Meeting will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/CNM2025.

2025 Annual Meeting Information

Tuesday, June 24, 2025

9:00 a.m.

Central Time

April 28, 2025

Via the internet at www.virtualshareholdermeeting.com/CNM2025. To virtually attend the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.

Items of Business

PROPOSALS

BOARD VOTE RECOMMENDATION

PAGE REFERENCE

(FOR MORE INFORMATION)

1.Elect three directors to our Board, each to serve as a Class I director for a term of three years, with the term expiring at the 2028 annual meeting of shareholders

FOR ALL

2.Ratify the appointment of our independent registered public accounting firm for the fiscal year ending February 1, 2026 (“fiscal 2025”)

FOR

3.Conduct an advisory vote to approve NEO compensation for the fiscal year ended February 2, 2025 ("fiscal 2024")

FOR

Structure; Classes of Stock

Core & Main is a holding company whose primary material assets are its direct and indirect ownership interest in Core & Main Holdings, LP (“Holdings”) and deferred tax assets associated with such ownership. As we have a majority economic interest in Holdings and because we are the general partner of Holdings, we operate and control all of the business and affairs of Holdings and we conduct our business through our subsidiaries, including Core & Main LP, a Florida limited partnership (“Opco”).

We have two classes of common stock outstanding: Class A common stock and Class B common stock. The shares of our Class A common stock are traded on the New York Stock Exchange ("NYSE") under the symbol "CNM." Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our shareholders at the Annual Meeting. Shares of Class B common stock have no economic rights in Core & Main. Ownership of Class B common stock entitles the holders, subject to the terms of the Exchange Agreement, dated as of July 22, 2021, by and among Core & Main, Holdings and the holders of limited partnership interests of Holdings (“Partnership Interests”), as amended (the “Exchange Agreement”), to exchange their Partnership Interests, together with the retirement of a corresponding number of shares of our Class B common stock, for shares of our Class A common stock, generally on a one-for-one basis or, at the election of a majority of the disinterested members of our Board, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock sold in such public offering or private sale), net of any underwriting discounts and commissions for each Partnership Interest exchanged, subject to customary conversion rate adjustments for stock splits, stock dividends, reclassifications and other similar transactions. The Exchange Agreement also provides that in connection with any such exchange, to the extent that Holdings has, since consummation of our initial public offering of Class A common stock ("IPO"), made distributions to the applicable Continuing Limited Partner (as defined under “Certain Relationships and Related Party Transactions”) that are proportionately lesser or greater than the distributions made to us, 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.


CORE & MAIN			2			2025 PROXY STATEMENT

Company Performance

Fiscal 2024 was a notable year for Core & Main, as it marked our 15th consecutive year of sales growth. Our team navigated a dynamic environment to deliver strong financial performance, including:

•Record net sales of over $7.4 billion;

•Net income of $434 million;

•Adjusted EBITDA (Non-GAAP) of $930 million;

•Operating cash flow of approximately $621 million;

•Deployment of approximately $176 million dollars to repurchase and retire 4 million shares of our Class A common stock;

•Deployment of $741 million dollars to acquire ten new companies with approximately $600 million of historical annualized net sales collectively; and

•Total shareholder return of 39%.

The consistency of our results is driven by our balanced business mix, the investments we have made to support and execute our growth strategy, and the expertise and dedication of our associates. We’ve proven that we can drive value for shareholders by executing our strategy to deliver growth through geographic expansion, product line expansion and local share gains, while also improving profitability, generating strong operating cash flow, and then complementing it all with strategic acquisitions.

In addition to providing results that are determined in accordance with the generally accepted accounting principles of the United States (“GAAP”), we present EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. Additional information regarding EBITDA and Adjusted EBITDA, including a reconciliation to the most comparable GAAP measure, is included under the heading “Non-GAAP Reconciliation” beginning on page 52 of this proxy statement and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2024 Form 10-K.

Corporate Governance Highlights


Executive Transition			•We completed a transition of our executive leadership effective March 31, 2025 (the “Executive Transition”). We appointed Mark R. Witkowski, our former Chief Financial Officer (“CFO”) since February 2016, as Chief Executive Officer (“CEO”) and Robyn L. Bradbury as CFO. Stephen O. LeClair, our former CEO, transitioned to Executive Chair of the Company and continues to serve as Chair of the Board. See “Employment Agreements and Special Equity Awards in connection with the Executive Transition” for compensation changes made in connection with the Executive Transition.
Board Composition			•In connection with the Executive Transition, the Board approved increasing the size of the Board from nine to ten directors, appointed Mr. Witkowski to fill the newly-created vacancy as a Class I director, and reclassified Mr. LeClair from a Class I director to a Class II director.
Board Independence			•Eight of our ten directors are independent, as defined by section 303A.02 of the NYSE Listed Company Manual. Two of our director nominees, Mr. Gipson and Mr. Hope, are independent.
Board Oversight			•The Board regularly devotes substantial time to the Company’s strategic priorities, focusing on assessing the Company’s progress to date, as well as on strategic initiatives and risks over the short and long term. The Board believes that although short-term performance is important, it should be assessed in the context of the Company's long-term goals.
Annual Board Assessments			•The Nominating and Governance Committee leads the process for annual Board, committee and director assessments. The Nominating and Governance Committee reviews Board diversity, skills, qualifications and expertise. Our Lead Independent Director and the Chair of our Nominating and Governance Committee conduct individual interviews of Board members to gather insight into Board functioning and effectiveness, and the Board and committees meet annually to discuss and review the assessment of each.
Board Diversity			•We believe our efforts to have a Board with a diverse set of skills, experiences and backgrounds are key to the success of our Board. Our Board has three female directors and two directors from historically underrepresented racial/ethnic backgrounds. Additional qualifications, experience and other information about our directors are provided on pages 11-15.


CORE & MAIN			3			2025 PROXY STATEMENT


Shareholder Outreach			•The Company's management and certain Board members periodically engage in wide-ranging dialogue with select major institutional investors. Both the Company and the Board benefit greatly from the insights, experiences and ideas exchanged during these engagements. We are committed to continuing this dialogue with our shareholders in the future.
Stock Ownership Guidelines			•Our CEO, other Section 16 officers and independent Directors (collectively, “covered persons”) are subject to our 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. Our 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. Each non-employee member of the Board must maintain stock ownership equal in value to five times his or her annual cash retainer. All covered persons currently satisfy the stock ownership guidelines. For the purpose of determining ownership levels, common units of Core & Main Management Feeder, LLC (“Management Feeder”) granted under the Amended and Restated Core & Main Holdings LP Equity Incentive Plan (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.
Compensation Clawback			•Our Dodd-Frank Clawback Policy provides for the prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Insider Trading Policy			•We do not allow our directors, executive officers or associates to trade the Company's securities while in possession of material nonpublic information relating to the Company or our securities or provide such information to another form of tipping.
No Hedging, Pledging or Short Sales			•We do not allow our directors, executive officers or associates to engage in hedging, pledging or short sales of our securities.
Meeting Attendance			•Each of our directors attended 75% or more of the aggregate of the total number of Board meetings and committee meetings on which he or she served in fiscal 2024.
Sustainability			•We remain dedicated to sustainability and complying with climate-related disclosure requirements.


CORE & MAIN			4			2025 PROXY STATEMENT

PROPOSALS

Proposal 1 – Director Election

General

The Board is asking you to approve the three nominees recommended by the Board as Class I directors (“Proposal 1”). Our Board has nominated Dennis G. Gipson, James D. Hope and Mark R. Witkowski to serve as Class I directors for terms expiring at the 2028 annual meeting of shareholders or until each of their respective successors has been duly elected and qualified, subject to earlier resignation or removal. The persons named as proxies will vote to elect Dennis G. Gipson, James D. Hope and Mark R. Witkowski unless a Shareholder indicates that his or her shares should be withheld with respect to any such nominee. For more information concerning each of the director nominees, please see the section entitled “Director Nominees” below.

In the event that any nominee for Class I director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board to fill the vacancy, or the Board may opt to adjust the size of the Board to remove the vacancy. All nominees are currently serving as directors, and we do not expect that the nominees will be unavailable or will decline to serve.

Director Nominees

Pursuant to the Company's amended and restated bylaws (the “Bylaws”), to be elected as a director, a nominee must receive the affirmative vote of at least a plurality of the votes cast in respect of the outstanding shares of common stock of the Company present in person, electronically or represented by proxy at the Annual Meeting and entitled to vote in an election of directors. Therefore, the three nominees receiving the highest number of “FOR” votes (among votes properly cast in person, electronically or by proxy) will be elected to serve as a director for the stated term. At this year’s Annual Meeting, a nominee will be elected if he receives any “FOR” votes regardless of the number of “WITHHOLD” votes. There is no cumulative voting. Withheld votes and broker non-votes (as described below) are not expected to have an effect on Proposal 1. Proxies cannot be voted for a greater number of persons than the number of nominees named. The nominees are as follows:

NAME

AGE

DIRECTOR SINCE

BOARD COMMITTEES / BOARD ROLES

INDEPENDENT

Dennis G. Gipson

2021

Talent and Compensation; Nominating and Governance

✓

James D. Hope

2024

Audit

✓

Mark R. Witkowski

2025

CEO

Additional qualifications, experience, and other information about the three director nominees, as well as the current members of the Board who will continue to serve after the Annual Meeting, are provided beginning on page 11.

Proposal 2 – Ratification of the Appointment of the Independent Registered Public Accounting Firm

The Board is asking you to ratify its appointment of PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm for fiscal 2025 (“Proposal 2”). For more information, see “Audit Matters” beginning on page 46 and “Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm” on page 49 of this proxy statement.

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation

The Board is asking you to vote to approve the compensation of our NEOs for fiscal 2024, often referred to as a “say-on-pay” advisory vote (“Proposal 3”). The advisory vote on Proposal 3 gives our shareholders the opportunity to express their views on our NEOs’ compensation, as disclosed in this proxy statement pursuant to Section 14A of the Securities Exchange Act of 1934, as amended ("Exchange Act"). While the advisory vote on Proposal 3 is not binding on us, the Talent and Compensation Committee of the Board will take into account the result of the vote when determining future executive compensation arrangements.

As described in detail in “Director and Executive Compensation," a core objective of our executive compensation is to enable us to attract, to motivate and to retain talent. We believe that our executive compensation is aligned with pay-for-performance principles and aligns the NEOs' long-term interests with those of our shareholders. Please read our Compensation Discussion and Analysis beginning on page 27 for details about our executive compensation programs, including information about fiscal 2024 compensation of our NEOs.

For more information, see “Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation” on page 50 of this proxy statement.

2026 Annual Meeting

Pursuant to Rule 14a-8 under the Exchange Act, shareholder proposals submitted for inclusion in the proxy statement for our 2026 annual meeting of shareholders must be received by us by January 13, 2026. For more information, see page 51 of this proxy statement.


CORE & MAIN			5			2025 PROXY STATEMENT

QUESTIONS AND ANSWERS

Why am I receiving these proxy materials?

The accompanying proxy materials have been furnished to you because the Company is soliciting your proxy to vote your shares of common stock of the Company at the Annual Meeting. This proxy statement describes issues on which we would like you to vote at our Annual Meeting. It also gives you information on these issues so that you can make an informed decision.

The “proxy materials” include the Notice of Internet Availability, proxy statement for the Annual Meeting, Annual Report and the proxy card for the Annual Meeting. The Company has made these proxy materials available to you through the internet, or, upon your request, has delivered printed versions of these materials to you by mail, because you owned shares of Company common stock at the close of business on the April 28, 2025 record date (the “Record Date”).

When you vote via the internet, telephone or by signing and returning the proxy card, you appoint each of Mark G. Whittenburg and Mark R. Witkowski as your representatives at the Annual Meeting, with full power of substitution. They will vote your shares at the Annual Meeting as you have instructed them or, if an issue that is not on the proxy card comes up for vote, in accordance with their best judgment and as permitted by applicable law. This way, your shares will be voted regardless of whether you virtually attend the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance via internet or telephone, or if you received your proxy card by mail, by signing and returning your proxy card. If you vote via the internet or telephone, you do not need to return your proxy card.

Why is the Annual Meeting being held virtually?

We believe that a virtual-only Annual Meeting will give more of our shareholders the opportunity to attend and actively participate in the Annual Meeting, while also reducing the cost to the Company.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

In accordance with rules adopted by the SEC, the Company has elected to use the internet as the primary means of furnishing proxy materials to shareholders. Accordingly, the Company is sending a Notice of Internet Availability to the Company’s shareholders. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or how to request a printed copy may be found in the Notice of Internet Availability. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of its annual meetings and reduce the cost to the Company of physically printing and mailing materials.

Who is entitled to vote?

Holders of Class A common stock and Class B common stock, voting together as a single class, as of the close of business on the Record Date are entitled to vote at the Annual Meeting. In compliance with Section 1.06 of our Bylaws, beginning on April 28, 2025, a list of shareholders entitled to vote at the Annual Meeting will be available for examination by emailing the Company at InvestorRelations@CoreandMain.com and requesting a time to view such list.

Each share of common stock is entitled to how many votes?

As of the Record Date, there were:

•189,404,519 shares of Class A common stock outstanding; and

•7,698,980 shares of Class B common stock outstanding.

Each share of Class A common stock and Class B common stock entitles its holder to one vote on all matters presented to our shareholders at the Annual Meeting. As of the Record Date, holders of Class A common stock held 96.1% of the total outstanding voting power and holders of Class B common stock held 3.9% of the total outstanding voting power.

How do I vote?

The procedures for voting are as follows:

•Shareholder of Record. If you are a shareholder of record, you may vote online during the virtual Annual Meeting, vote by proxy using a proxy card, vote by proxy over the telephone or vote by proxy via the internet. Even if you do not plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote, even if you have already voted by proxy. The vote you cast during the Annual Meeting will supersede any previous votes that you may have submitted.

•Vote by Internet. To vote by internet during the Annual Meeting, follow the instructions posted at www.virtualshareholdermeeting.com/CNM2025. Shareholders of record may submit proxies prior to the Annual Meeting


CORE & MAIN			6			2025 PROXY STATEMENT

over the internet by visiting www.proxyvote.com and following the instructions on the Notice of Internet Availability or, if printed copies of the proxy materials were requested, the instructions on the printed proxy card. Most beneficial shareholders may vote by accessing the website specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees. Please check your voting instruction form for internet voting availability.

•Vote by Telephone. Shareholders of record may submit proxies using any telephone from within the United States by following the instructions on the Notice of Internet Availability or, if printed copies of the proxy materials were requested, the instructions on the printed proxy card. Most beneficial owners may vote using any telephone by calling the number specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees.

•Vote by Mail. Shareholders of record may submit proxies by mail by requesting printed proxy cards and completing, signing and dating the printed proxy cards and mailing them in the pre-addressed envelopes that will accompany the printed proxy materials. Beneficial owners may vote by completing, signing and dating the voting instruction forms provided and mailing them in the pre-addressed envelopes accompanying the voting instruction forms. If you are a shareholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, please see “If I hold shares in street name through a broker, can the broker vote my shares for me?” regarding whether your broker, bank or other holder of record may vote your uninstructed shares.

•Beneficial Owner. If you are a beneficial owner of shares registered in the name of your broker, trustee, bank or other nominee, you should have received a notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in that notice to ensure that your vote is counted. To vote during the Annual Meeting, you must obtain a valid proxy from your broker, trustee, bank or other nominee. Follow the instructions included with these proxy materials, or contact your broker, trustee, bank or other nominee to request a proxy form.

What is the difference between a shareholder of record and a beneficial owner of shares held in street name?

•Shareholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a shareholder of record.

•Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in street name. The organization holding your account is considered the shareholder of record. As a beneficial owner, you have the right to direct the organization holding your account how to vote the shares you hold in your account.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. Shareholders of record may do this by:

•delivering written notice, bearing a date later than the proxy, stating that the proxy is revoked,
to 1830 Craig Park Court, St. Louis, Missouri 63146, Attn: Secretary;

•submitting a later-dated proxy relating to the same shares by mail, telephone or the internet prior
to the vote at the Annual Meeting; or

•virtually attending and voting during the Annual Meeting.

Attendance at the Annual Meeting will not, by itself, revoke a proxy. If you hold shares through a bank, broker, trust or other holder of record please refer to your voting instruction form, or other information forwarded by your bank, broker, trustee or other holder of record to see how you can revoke your proxy and change your vote.

How many votes do you need to hold the Annual Meeting?

The presence electronically or represented by proxy at the Annual Meeting, of a majority of the voting power of the combined shares of Class A common stock and Class B common stock entitled to vote constitutes a quorum. A quorum must be present to conduct business at the Annual Meeting.

On what items am I voting?

You are being asked to vote on three items: (i) to elect three directors nominated by the Board and named in this proxy statement to serve as Class I directors for a term of three years expiring at the 2028 annual meeting of shareholders; (ii) to ratify the appointment of PwC as our independent registered public accounting firm for fiscal 2025; and (iii) to submit an advisory vote to approve NEO compensation for fiscal 2024.


CORE & MAIN			7			2025 PROXY STATEMENT

In addition, shareholders and proxies present at the Annual Meeting will transact any other business as may properly come before the Annual Meeting. The Board is not currently aware of any other business to be conducted at the Annual Meeting. No cumulative voting rights are authorized, and dissenters’ rights are not applicable to these matters.

How does the Board recommend that I vote?

The Board recommends that you vote:

•FOR each of the three director nominees;

•FOR ratification of the appointment of PwC as our independent registered public accounting firm for fiscal 2025; and

•FOR approval of NEO compensation for fiscal 2024.

How may I vote in the election of directors, and how many votes must the nominees receive to be elected?

With respect to Proposal 1, you may:

•vote FOR each of the three director nominees;

•vote FOR one or more of the director nominees and WITHHOLD from voting on one or more of the other director nominees; or

•WITHHOLD from voting on all the director nominees.

Our Bylaws provide that a director nominee must receive the affirmative vote of at least a plurality of the votes cast. This means that the three individuals nominated for election to the Board who receive the most “FOR” votes (among votes properly cast electronically or by proxy) will be elected. At this year’s Annual Meeting, a nominee will be elected if he or she receives any “FOR” votes regardless of the number of “WITHHOLD” votes.

How may I vote for Proposal 2, and how many votes must this proposal receive to pass?

With respect to Proposal 2, you may:

•vote FOR the ratification of PwC;

•vote AGAINST the ratification of PwC; or

•ABSTAIN from voting on the proposal.

In order to pass, the proposal must receive the affirmative vote of a majority of the voting power of the outstanding shares of common stock of the Company present electronically or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” Proposal 2. Although discretionary voting is permitted, broker non-votes are not expected to have an effect on Proposal 2 because Proposal 2 is expected to be a “routine” matter for which brokers are permitted to vote shares held by them without instruction by the beneficial owner. Even if the appointment is ratified, the audit committee of the board (the "Audit Committee") may in its discretion select a different firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

How may I vote on Proposal 3 to approve, on an advisory basis, the compensation of the NEOs as disclosed in this proxy statement, and how many votes must this proposal receive to pass?

With respect to Proposal 3, you may:

•vote FOR the approval, on an advisory basis, of NEO compensation;

•vote AGAINST the approval, on an advisory basis, of NEO compensation; or

•ABSTAIN from voting on the proposal.

The non-binding advisory vote on Proposal 3 will be determined by a majority of the voting power of the outstanding shares of common stock of the Company present electronically or represented by proxy at the Annual Meeting and entitled to vote. Abstentions will have the same effect as a vote “AGAINST” Proposal 3. Broker non-votes are not expected to have an effect on Proposal 3. As an advisory vote, this proposal is not binding. In light of the foregoing, our Board and Talent and Compensation Committee will consider the outcome of the vote when making future compensation decisions for our NEOs.

Will my shares be voted if I do not vote via the internet, by telephone, by signing and returning my proxy card or by attending and voting online during the Annual Meeting?

If you do not vote via the internet, by telephone, by signing and returning your proxy card or by attending and voting online during the Annual Meeting, then your shares will not be voted and will not count in deciding the matters presented for shareholder consideration at the Annual Meeting.


CORE & MAIN			8			2025 PROXY STATEMENT

Under certain circumstances and in accordance with NYSE rules that govern banks and brokers, if your shares are held in street name through a bank or broker, your bank or broker may vote your shares if you do not provide voting instructions before the Annual Meeting. These circumstances include voting your shares on “routine matters,” such as Proposal 2, the ratification of the appointment of our independent registered public accounting firm described in this proxy statement. With respect to Proposal 2, therefore, if you do not vote your shares, your bank or broker may vote your shares on your behalf or leave your shares unvoted.

The remaining proposals are not expected to be considered routine matters under NYSE rules relating to voting by banks and brokers. When a proposal is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. This is called a “broker non-vote.” Broker non-votes at the Annual Meeting will be counted for purposes of establishing a quorum, but will have no effect on the outcome of the proposals being voted on at the Annual Meeting.

We encourage you to provide instructions to your bank or brokerage firm by voting your proxy. This action ensures that your shares will be voted at the Annual Meeting in accordance with your wishes.

What is the vote required for each proposal to pass, and what is the effect of abstentions and uninstructed shares on the proposals?

The following table summarizes the Board’s recommendation on each proposal, the vote required for each proposal to pass, and the effect abstentions, broker non-votes or uninstructed shares (proxy card returned, but voting instructions not provided) have on each proposal.

PROPOSAL NUMBER

ITEM

BOARD VOTING RECOMMENDATION

VOTING REQUIRED FOR APPROVAL

ABSTENTIONS/ WITHHELD

EXPECTED IMPACT OF BROKER NON-VOTES

Election of Directors

FOR ALL

The three nominees who have received the affirmative vote of at least a plurality of the votes cast in respect of the outstanding shares of common stock of the Company present in person, electronically or represented by proxy at the Annual Meeting and entitled to vote

No effect

Ratification of appointment of independent registered public accounting firm

FOR

Majority of the voting power of the outstanding shares of common stock of the Company present in person, electronically or represented by proxy at the Annual Meeting and entitled to vote

Count as votes against

Discretionary voting permitted

Advisory vote on the compensation of our NEOs

FOR

Majority of the voting power of the outstanding shares of common stock of the Company present in person, electronically or represented by proxy at the Annual Meeting and entitled to vote

Count as votes against

No effect

Who is paying for this proxy solicitation?

We are paying the costs of the solicitation of proxies. Members of our Board and officers and employees may solicit proxies by mail, telephone, email or in person. We will not pay directors, officers or employees any extra amounts for soliciting proxies. We will, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding proxy materials to their customers who are street name holders and obtaining their voting instructions. We may in our discretion engage at our cost a proxy solicitor to solicit proxies for the Annual Meeting.

I share an address with another shareholder. Why did we receive only one set of proxy materials?

We have adopted a procedure approved by the SEC called “householding,” under which multiple shareholders who share the same address will receive only one copy of the Annual Report, proxy statement or Notice of Internet Availability, as applicable, unless we receive contrary instructions from one or more of the shareholders. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability or proxy materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, please contact Broadridge Financial Solutions, Inc. (“Broadridge”) at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Shareholders sharing an address who are currently receiving multiple copies of the proxy materials may also request delivery of a single copy by contacting Broadridge at the same telephone number or address. You may also request additional copies of the proxy materials by contacting Broadridge at the same telephone number or address. Shareholders with shares registered in the name of a brokerage firm, bank, trust or other holder of record may contact their brokerage firm, bank, trust or other holder of record to request information about householding.


CORE & MAIN			9			2025 PROXY STATEMENT

What do I need to do to virtually attend the Annual Meeting?

You will need to go to www.virtualshareholdermeeting.com/CNM2025 and enter the control number located on your proxy card or follow the instructions that accompanied your proxy materials. We recommend that you log in at least 30 minutes before the meeting starts to ensure that you are logged in when the Annual Meeting begins. Only our shareholders and persons holding proxies from our shareholders may attend the Annual Meeting.

Although it will be a virtual-only meeting, the Company wants the Annual Meeting to provide shareholders with the same rights and opportunities to participate as in an in-person meeting, including the ability to ask questions of the Board and management. To support these efforts, the Company will:

•provide for Annual Meeting attendees to begin logging into the Annual Meeting at 8:30 a.m. Central Time on June 24, 2025, 30 minutes in advance of the meeting;

•permit participating shareholders to submit questions via live webcast during the Annual Meeting on the meeting website. Questions relevant to meeting matters will be answered during the meeting, subject to time constraints and discretion of the Chair of the Board. As stated in the rules of conduct, which are accessible on the meeting website, questions can be submitted in the field provided on the website for the Annual Meeting;

•post responses to questions relevant to meeting matters that are not answered during the Annual Meeting due to time constraints on the Company’s Investor Relations website, as soon as practicable after the Annual Meeting;

•provide the ability for participating shareholders of record to vote or revoke their prior vote by following the instructions available on the meeting website during the Annual Meeting. Shares for which a shareholder is the beneficial owner, but not the shareholder of record, also may be voted electronically during the Annual Meeting if the shareholder utilizes the control number located on their proxy card; and

•have technicians ready beginning 30 minutes prior to the Annual Meeting to assist participating shareholders with any technical difficulties they may have accessing the virtual meeting. If participating shareholders encounter any difficulties accessing the virtual meeting during check-in or the meeting, they may call the technical support number that will be posted on the virtual meeting platform login page.

The Company welcomes all of its shareholders to join and participate in the Annual Meeting. Whether you plan to attend, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described in the proxy materials for the Annual Meeting.

What if the Company encounters technical difficulties during the Annual Meeting?

If we experience technical difficulties during the Annual Meeting (e.g., a temporary or prolonged power outage), our Chair will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any of these situations, we will promptly notify shareholders of the decision via www.virtualshareholdermeeting.com/CNM2025 and https://ir.coreandmain.com. If you encounter technical difficulties accessing the Annual Meeting or asking questions during the Annual Meeting, a support line will be available on the login page of the virtual Annual Meeting website.


CORE & MAIN			10			2025 PROXY STATEMENT

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following sections provide an overview of our corporate governance structure and processes. Among other topics, we describe how we select directors, how we consider the independence of our directors and key aspects of our Board operations.

Board of Directors

Our business and affairs are managed under the direction of our Board. Our Bylaws provide that our Board shall consist of not fewer than three directors, with the exact number to be fixed by the Board. In connection with the Executive Transition and upon the recommendation of the Nominating and Governance Committee, our Board increased the number of directors from nine to ten, appointed Mark R. Witkowski as a Class I director to fill the resulting vacancy and reclassified Stephen O. LeClair from a Class I director to a Class II director. Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) divides the Board into three classes, as nearly equal in number as possible, with directors each serving staggered three-year terms. At each annual meeting of shareholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. The authorized number of directors may be changed by resolution of our Board. Vacancies on our Board may be filled by resolution of our Board.


DIRECTOR	AGE	POSITION	DIRECTOR SINCE
Class I Directors with terms expiring at the 2025 Annual Meeting
Dennis G. Gipson	71	Director	2021
James D. Hope	65	Director	2024
Mark R. Witkowski	50	Director, Chief Executive Officer	2025
Class II Directors with terms expiring at the 2026 Annual Meeting
Bhavani Amirthalingam	49	Director	2022
Orvin T. Kimbrough	50	Director	2021
Stephen O. LeClair	56	Chair of the Board, Executive Chair	2021
Margaret M. Newman	56	Director	2021
Class III Directors with terms expiring at the 2027 Annual Meeting
Robert M. Buck	56	Director	2022
James G. Castellano	73	Lead Independent Director	2021
Kathleen M. Mazzarella	65	Director	2021

The Board is therefore asking you to elect the three nominees for Class I directors whose current terms expire at the Annual Meeting. See “Proposal 1 - Election of Directors” on page 48.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Our Board has determined that, with the exception of Stephen O. LeClair, our Executive Chair and former CEO, and Mark R. Witkowski, our CEO, all of the members of our Board are “independent” as defined under NYSE and Exchange Act rules and regulations.

The number of members on our Board may be fixed by resolution adopted from time to time by the Board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Set forth below is biographical information as well as background information relating to each director’s business experience, qualifications, attributes and skills and why the Board and Nominating and Governance Committee believe each individual is a valuable member of our Board.


CORE & MAIN			11			2025 PROXY STATEMENT

Director Nominees

Class I Directors - Terms Expiring at the 2025 Annual Meeting



						Dennis G. Gipson has been an independent Board member of the Company since July 2021 and served as a member of the board of Opco from August 2017 until August 2019 and Holdings from August 2019 until July 2021. Mr. Gipson has over 40 years of experience in the food distribution and retailing industry, holding executive leadership positions at Hussmann International and Ingersoll Rand. From 2016 to 2019, Mr. Gipson was elected Board Chair of Fontbonne University, and from 2019 to 2020, he also served as interim President and COO. He was named a Trustee Emeritus when his term ended in 2020. Prior to joining Fontbonne University, Mr. Gipson served as CEO of Hussmann International from 2010 to 2017. Mr. Gipson holds a B.A. in Management from Maryville University in St. Louis and an Executive M.B.A. from Stanford University. Mr. Gipson is a valuable member of our Board because of his broad experience in the retail, manufacturing, and distribution sectors.


						James D. Hope has been an independent Board member of the Company since May 2024. Mr. Hope was Executive Vice President and Chief Financial Officer of Performance Food Group Company (“PFG”, NYSE: PFGC) from 2018 to 2022 and Executive Vice President of Operations from 2014 to 2018. Prior to joining PFG, Mr. Hope spent 26 years in various executive leadership roles at Sysco Corporation (NYSE: SYY), most recently serving as Executive Vice President of Business Transformation. Before that, Mr. Hope progressed through several financial and sales leadership positions, including Senior Vice President of Sales and Marketing and President and CEO of Sysco’s Kansas City operating company. Mr. Hope holds a B.S. in Business Administration from the University of Texas at Austin. Mr. Hope is a valuable member of our Board because of his financial and operations expertise, his board experience on a public distribution company and his experience as a finance executive.


						Mark R. Witkowski has served as the Company’s CEO since March 31, 2025. Mr. Witkowski previously served as the Company’s CFO since its formation in April 2021, of Holdings since August 2019, and of OpCo since February 2016 until his appointment as CEO. Prior to being named CFO, Mr. Witkowski served as the Company’s vice president of finance and as the credit director of OpCo from 2008 to 2012. He joined Core & Main in 2007 after a 10-year career working in the audit practice of PricewaterhouseCoopers, LLP focusing on large public and private companies across various industries. Mr. Witkowski holds a B.S. in Business Administration with an emphasis in accounting and finance from Washington University. Mr. Witkowski is a valuable member of our Board because of his deep expertise in finance and accounting as well as his intimate understanding of the Company’s financial health and strategic planning and deep knowledge of our industry and day-to-day business and operations.

Continuing Directors

Class II Directors - Terms Expiring at the 2026 Annual Meeting



						Bhavani Amirthalingam has been an independent Board member of the Company since April 2022. Ms. Amirthalingam has served as the Chief Growth and Transformation Officer of Acuity Inc. (NYSE: AYI) since November 2024. Previously, Ms. Amirthalingam served as Executive Vice President and Chief Customer and Technology Officer of Ameren, from March 2023 to March 2024, and as the Senior Vice President and Chief Digital Information Officer of Ameren from March 2018 to March 2023. Ms. Amirthalingam also served as the Chief Information Officer of Schneider Electric from January 2015 to February 2018. Her previous experience includes 15 years at World Wide Technology as Chief Information Officer and Vice President, Customer Solutions & Innovation. Ms. Amirthalingam holds a B.S. in Computer Science from Madras University and an M.B.A. from SP Jain Institute of Management & Research. Ms. Amirthalingam is a valuable member of our Board because of her extensive experience in digital strategy, customer experience, information security and cyber security across a variety of global manufacturers, technology, distribution, and energy companies.


CORE & MAIN			12			2025 PROXY STATEMENT




						Orvin T. Kimbrough has been an independent Board member of the Company since July 2021 and served as a member of the board of Holdings from September 2020 until July 2021. Mr. Kimbrough has served on the board of Midwest BankCentre since 2015, became its CEO in 2019 and has been its Chairman of the board since January 2020. He also currently serves on the board of Korte Construction. He previously served on the board of NuSource Financial. Previously, Mr. Kimbrough served as President and CEO of United Way of Greater St. Louis from 2014 to 2019. Mr. Kimbrough holds a B.S.W. in Social Work from the University of Missouri-Columbia, an M.S.W. (Program Planning and Administration) from the University of Missouri-Columbia, an M.B.A. from the University of Missouri-St. Louis and an M.A. in Theology from the Aquinas Institute of Theology. Mr. Kimbrough is a valuable member of our Board because of his broad experience across multiple industries as well as his extensive board experience.


						Stephen O. LeClair has served as Executive Chair of the Company since March 31, 2025. Prior to his appointment as Executive Chair, Mr. LeClair served as CEO of the Company from July 2021, of Holdings from August 2019, and of Opco from 2014. Mr. LeClair has served as a Board member of the Company since July 2021 and Chair of the Board since February 2024. He also served as a member of the board of Holdings from August 2019 until July 2021 and of OpCo from August 2017 until August 2019. Previously, he served as Chief Operating Officer of HD Supply Waterworks from 2008 to 2012. In 2005, Mr. LeClair joined HD Supply and served as President of HD Supply Lumber and Building Materials from 2007 to 2008. His previous experience also includes 15 years at General Electric Company (“GE”) in various positions of increasing responsibility, including Senior Vice President, Marketing & Product Management at GE Equipment Services and Retail Business Development Leader at GE Appliances. Mr. LeClair is an Independent Director on the Board of AAON Inc. (NASDAQ: AAON) Mr. LeClair holds a B.S. in Mechanical Engineering from Union College and an M.B.A. from the University of Louisville. Mr. LeClair is a valuable member of our Board because of his significant experience in the industrial and distribution industries and mergers and acquisitions, as well as his deep knowledge of our industry and day-to-day business and operations.


						Margaret M. Newman has been an independent Board member of the Company since July 2021 and served as a member of the board of Opco from August 2017 until August 2019 and Holdings from August 2019 until July 2021. Ms. Newman has served as Chief People Officer of BrandSafway since July 2019. Ms. Newman previously served as the Chief Human Resources Officer of Keurig Dr. Pepper, Inc. from 2017 to 2019 and as the Chief People Officer of HD Supply from 2007 to 2017. At HD Supply, Ms. Newman helped guide that company through several mergers and acquisitions, strategic divestitures and an initial public offering. Before joining HD Supply, Ms. Newman held key Human Resources roles in Conseco Insurance and Sears Roebuck & Company. Ms. Newman currently serves as a director of Artera Services, LLC (formerly PowerTeam Services, LLC). Ms. Newman holds a B.A. in Psychology from Coe College and an M.A. in Social Work from the University of Wisconsin-Milwaukee. Ms. Newman is a valuable member of our Board because of her extensive experience as a human resources professional and her experience integrating merger and acquisitions transactions.


CORE & MAIN			13			2025 PROXY STATEMENT

Class III Directors with terms expiring at the 2027 Annual Meeting



						Robert M. Buck has been an independent Board member of the Company since September 2022. Mr. Buck is President, CEO and a member of the board of directors of TopBuild Corp. (NYSE: BLD), a leading installer and specialty distributor of insulation and building material products to the North American construction industry. Prior to TopBuild Corp., Mr. Buck served as Group Vice President of Masco Corporation, where he was responsible for the Installation and Other Services segment. Mr. Buck began his career with Masco Corporation in 1997 at Liberty Hardware Mfg. Corp., where he spent eight years in several operations leadership roles and worked extensively in international operations. He became Executive Vice President in 2005 and helped lead the merger of another Masco Corporation company with Liberty Hardware Mfg. Corp. before being promoted to the office of President in 2007. Mr. Buck holds a B.S. in Information Systems and Operations Management and an M.B.A. from the University of North Carolina at Greensboro. Mr. Buck is a valuable member of our board because of his extensive experience in specialty distribution, mergers and acquisitions, and international operations.


						James G. Castellano has been an independent Board member of the Company since July 2021, Lead Independent Director since February 2024 and served as a member of the board of Opco from August 2017 until August 2019 and Holdings from August 2019 until July 2021. Mr. Castellano previously served as Managing Partner of accounting firm RubinBrown LLP from 1989 to 2004 and Chairman of RubinBrown LLP from 2004 to 2016, and as Chairman of Baker Tilly International, one of the world’s 10 largest networks of independent accounting firms of which RubinBrown is a member, from 2002 to 2018. Mr. Castellano currently serves as a director of Fiduciary Counseling, Inc., and as an advisor to HBM Holdings and Roeslein & Associates. His previous experience includes serving as Chairman of the board of directors for the American Institute of Certified Public Accountants from 2001 to 2002. Mr. Castellano holds a B.S.B.A. in Accounting from Rockhurst University. Mr. Castellano is a valuable member of our Board because of his extensive accounting, financial and business experience.


						Kathleen M. Mazzarella has been an independent Board member of the Company since July 2021 and served as a member of the board of Opco from January 2019 until August 2019 and Holdings from August 2019 until July 2021. Ms. Mazzarella has been the President and CEO of Graybar, an employee-owned FORTUNE 500 distributor of electrical, communications and data networking products, since 2012 and Chairman of Graybar since 2013. In addition to her role at Graybar, Ms. Mazzarella also serves as a director of Cigna Corporation (NYSE: CI) and as independent chair of the board of directors of Waste Management, Inc. (NYSE: WM). Ms. Mazzarella previously served as a director of Express Scripts Holding Co. and as Chairman of the Federal Reserve Bank of St. Louis. Ms. Mazzarella holds a B.A. in Behavioral Science from National Louis University and an M.B.A. from Webster University. Ms. Mazzarella is a valuable member of our Board because of her extensive experience in the industrial and distribution industries, mergers and acquisitions, and her experience as a director of other public companies.


CORE & MAIN			14			2025 PROXY STATEMENT

Executive Officers

The following table sets forth certain information concerning our executive officers as of the date hereof.

NAME

PRESENT POSITIONS

AGE

Mark R. Witkowski

Chief Executive Officer

Stephen O. LeClair

Executive Chair

Robyn L. Bradbury

Chief Financial Officer

Bradford A. Cowles

President

Michael G. Huebert

President

John R. Schaller

Executive Vice President

Mark G. Whittenburg

General Counsel and Secretary

Laura K. Schneider

Chief Human Resources Officer

Information on Mr. Witkowski can be found above under “Director Nominees.”

Information on Mr. LeClair can be found above under “Continuing Directors.”



						Robyn L. Bradbury has served as Chief Financial Officer since the Executive Transition on March 31, 2025. Previously, Ms. Bradbury served as the Company’s Senior Vice President of Finance and Investor Relations since April 2024, and prior to being named Senior Vice President of Finance and Investor Relations, Ms. Bradbury held several positions in finance, including as Vice President of Finance and Investor Relations, Senior Director of Financial Planning & Analysis, Senior Manager of Financial Planning & Analysis, and other roles of increasing responsibility. Prior to joining the Company, Ms. Bradbury held various other positions in public accounting and corporate finance. Ms. Bradbury holds a B.S. in Accounting and Finance and an M.B.A. degree from Lindenwood University.


						Bradford A. Cowles has served as President of Core & Main since December 2022. Previously, he was the President of Fire Protection of Holdings since August 2019 and of Opco since January 2018. Mr. Cowles served as Chief Operating Officer of Opco from January 2017 to August 2019. Previously, Mr. Cowles led HD Supply’s IT organization as Chief Information Officer from 2015 to 2017. Mr. Cowles joined HD Supply in 2005 and served as divisional Chief Information Officer for three of HD Supply’s business units, including the Company. His previous experience also includes 10 years spent at the Michelin Tire Corporation in various leadership roles in R&D, Manufacturing and Quality. Mr. Cowles currently serves as a director of Johnstone Supply. Mr. Cowles holds a B.S. and M.S. in Mechanical Engineering from the University of Florida.


						Michael G. Huebert has served as President of Core & Main since July 2024. Previously, he served as executive vice president of sales with Advanced Drainage Systems from June 2022 to July 2024, as senior vice president, sales, from 2020 to 2022 and in other senior sales and leadership roles prior to 2020. Mr. Huebert holds a B.B.A. in Marketing from Fresno State University.


						John R. Schaller has served as Executive Vice President of Core & Main since July 2024. Previously, he served as President of Core & Main since December 2022 and President, Waterworks, of Core & Main since its formation in April 2021, of Holdings since August 2019, and of Opco since January 2018. Prior to that, he was Senior Regional Vice President and Regional Vice President of Opco. Mr. Schaller has more than 40 years of industry experience, all with the Company or one of its predecessors. This includes 19 years at Sidener Supply Company, where he started his career in 1979 and served as President at the time of the sale of Sidener to U.S. Filter, which ultimately became part of the Company. Mr. Schaller previously served as a director of the Water and Sewer Distributors of America. Mr. Schaller holds a B.A. in Forestry from the University of Missouri-Columbia and an M.B.A. from Webster University.


CORE & MAIN			15			2025 PROXY STATEMENT




						Mark G. Whittenburg has served as General Counsel and Secretary of Core & Main since its formation in April 2021, of Holdings since August 2019, and of Opco since September 2017. Prior to joining the Company, Mr. Whittenburg served as Vice President of Legal for Asia at Autoliv ASP, Inc. from 2014 to 2017. His previous experience includes 15 years at GE, including General Counsel for GE Intelligent Platforms and Chief Compliance Officer for GE China, and six years in private practice. Mr. Whittenburg holds a B.A. in Biology from Hanover College and a J.D. from the University of Cincinnati College of Law.


						Laura K. Schneider has served as Chief Human Resources Officer of Core & Main since its formation in April 2021, of Holdings since August 2019, and of Opco since January 2018. She joined Opco as Senior Director of Human Resources in 2011 and served as Vice President of Human Resources from 2013 to 2018. Prior to joining the Company, Ms. Schneider was employed for 28 years with Anheuser-Busch InBev. During her tenure, she held positions of increasing responsibility, culminating as Senior Director of Human Resources supporting the Sales and Wholesale Operations Divisions. Ms. Schneider currently serves as a director and chair of the compensation committee for STS Operating, Inc. d/b/a SunSource. Ms. Schneider holds a B.S. in Communications from the University of Illinois and an M.B.A. from Pepperdine University.

Board Leadership Structure

It is the policy of the Board that it may choose in its discretion whether to separate or combine the offices of Chair of the Board and CEO on a case-by-case basis. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chair of the Board, CEO and other executive officers in any way that is in the best interests of the Company at a given point in time. Our Corporate Governance Guidelines provide that a lead independent director will continue to be appointed annually by our independent directors while the offices of Chair of the Board and CEO are combined. While the Executive Transition separated the offices of Chair of the Board and CEO, Mr. LeClair remains in an executive officer role with the Company. Accordingly, while serving as Executive Chair (and for a period thereafter), Mr. LeClair does not and will not meet the independence standards set forth in section 303A.02 of the NYSE Listed Company Manual. Therefore, the Board desires that a lead independent director continue to be appointed annually while Mr. LeClair serves as Executive Chair and Chair of the Board.

As CEO until his appointment as Executive Chair on March 31, 2025, Mr. LeClair navigated Core & Main through dynamic environments while delivering strong financial performance through organic growth, acquisitions and other strategies while returning capital to shareholders. We believe that Mr. LeClair’s significant experience in our industry and deep knowledge of our day-to-day business operations over his nearly two decades with Core & Main, support the Board’s position that he is most qualified to lead the Board and best serve the interests of shareholders.

Concurrently with Mr. LeClair assuming the role of Chair of the Board in 2024, Mr. Castellano was appointed to the newly created position of Lead Independent Director upon the recommendation of the Nominating and Governance Committee. As Lead Independent Director, Mr. Castellano, among other things: acts as a liaison between the independent directors and the Chair; consults with the Chair on the schedules, agendas and information provided to the Board for each meeting; consults with the Chair on such other matters that are pertinent to the Company and the Board; calls meetings of non-management and independent directors by providing appropriate notice of such meetings in accordance with the Bylaws; chairs executive sessions of non-management and independent directors; chairs Board and shareholders meetings when the Chair is not present; is available for consultation and direct communication with major shareholders upon request; consults with the CEO and the committees on matters relating to management effectiveness and Board performance; and carries out such other duties as requested by the Board. Mr. Castellano brings to the Lead Independent Director role, among other attributes, extensive boardroom experience and the ability to facilitate meaningful participation and collaboration across our Board. We believe that the combination of Mr. Castellano as an empowered Lead Independent Director, and our independent committees, experienced committee chairs and other well-qualified directors, serves as an appropriate counterbalance to Mr. LeClair's non-independent status while serving in the roles of Chair of the Board and Executive Chair. We believe this leadership structure facilitates the most effective functioning of the Board at this time. We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term shareholder value.


CORE & MAIN			16			2025 PROXY STATEMENT

Board Committees

Our Board maintains an Audit Committee, a Talent and Compensation Committee and a Nominating and Governance Committee. As non-independent directors under the NYSE and Exchange Act rules and regulations, neither Mr. LeClair, our Chair of the Board and Executive Chair, nor Mr. Witkowski, a director and our CEO, serve on any Board committees.

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal controls over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, overseeing our cybersecurity program, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge on the investor relations portion of our website.

The members of our Audit Committee are James G. Castellano (Chair), Bhavani Amirthalingam, James D. Hope, and Orvin T. Kimbrough. Our Board has designated each of James G. Castellano and James D. Hope as an “audit committee financial expert,” and each of the four members has been determined to be “financially literate” under the NYSE rules. Our Board has also determined that James G. Castellano, Bhavani Amirthalingam, James D. Hope and Orvin T. Kimbrough are “independent” as defined under the NYSE and Exchange Act rules and regulations.

Talent and Compensation Committee

Our Talent and Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and non-employee directors of our Company and its subsidiaries (including the CEO), establishing the general compensation policies of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the associate benefits plans of our Company and its subsidiaries. Our Talent and Compensation Committee also periodically reviews management development and succession plans. The charter of our Talent and Compensation Committee is available on the investor relations portion of our website.


CORE & MAIN			17			2025 PROXY STATEMENT

The members of our Talent and Compensation Committee are Margaret M. Newman (Chair), Robert M. Buck and Dennis G. Gipson, each of which the Board has determined is “independent” as defined under NYSE and Exchange Act rules and regulations.

Talent and Compensation Committee Interlocks and Insider Participation

None of the members of our Talent and Compensation Committee is a current or former officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board or a compensation committee (or other board committee performing equivalent functions) of any other entity that has an executive officer serving as a member of our Board.

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the Board for election to our Board, reviewing the composition of the Board and its committees and developing and recommending to the Board Corporate Governance Guidelines that are applicable to us. Additionally, in accordance with our Corporate Governance Guidelines, the Nominating and Governance Committee leads the annual Board and Board committee self assessments, periodically reviewing the process in an effort to continually improve Board effectiveness. The charter of our Nominating and Governance Committee is available without charge on the investor relations portion of our website.

The members of our Nominating and Governance Committee are Kathleen M. Mazzarella (Chair), Robert M. Buck, Dennis G. Gipson and Orvin T. Kimbrough, each of which the Board has determined is “independent” as defined under the NYSE and Exchange Act rules and regulations.

Board and Committee Meetings

During fiscal 2024, the Board held five meetings, the Audit Committee held eight meetings, the Nominating and Governance Committee held four meetings and the Talent and Compensation Committee held five meetings. The Board and each committee also took actions by written consent. For fiscal 2024, all members of our Board attended at least 75% of the aggregate of: (1) the total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). Each member of our Board is invited and encouraged to attend each meeting. All of our directors attended last year’s annual meeting held on June 26, 2024.

Selecting Nominees for Director

Our Board has delegated to the Nominating and Governance Committee the responsibility for reviewing and recommending nominees for director to the Board. In accordance with our Corporate Governance Guidelines, and on recommendation of the Nominating and Governance Committee, our Board may from time to time adopt criteria for the selection of new directors based on the strategic needs of the Company and the Board. In 2024, at the Nominating and Governance Committee's recommendation, the Board adopted revised Corporate Governance Guidelines prohibiting a director from nomination for an additional term after reaching the age of 72, except in the Board's discretion. The Nominating and Governance Committee will periodically review the criteria adopted by the Board and, if deemed desirable, recommend changes to the criteria. The Nominating and Governance Committee identifies and recommends to the Board candidates the Nominating and Governance Committee believes are qualified and suitable to become members of the Board consistent with the criteria for selection of new directors adopted from time to time by the Board.

Individuals are considered for nomination to the Board based on their business and professional experience, judgment, oversight roles held, skills and background. The Board also considers the candidate’s availability, absence of conflicts and any applicable independence or experience requirements. The Nominating and Governance Committee considers diversity in identifying nominees for director, including personal characteristics such as race and gender, as well as diversity in experience and skills relevant to the Board’s performance of its responsibilities in the oversight of the business. For each of the nominees to the Board, the biographies shown above highlight the experiences and qualifications that were among the most important to the Nominating and Governance Committee in concluding that the nominee should serve as a director of the Company.

The Nominating and Governance Committee will consider director candidates proposed by shareholders on the same basis as recommendations from other sources. Our Bylaws set forth the requirements for director nomination by a shareholder of persons for election to the Board. These requirements, as well as those required by applicable law, are described under “Other Information for Shareholders” on page 51 of this proxy statement. Any shareholder who wishes to recommend a prospective candidate for the Board for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: Mark G. Whittenburg, General Counsel and Secretary, Core & Main, Inc., 1830 Craig Park Court, St. Louis, Missouri 63146. Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board.


CORE & MAIN			18			2025 PROXY STATEMENT

Board Skills and Diversity

The following table sets forth how each of our Board members self-identifies regarding gender and race/ethnicity.

The terms used in the above table are defined as follows:

•"African American or Black" means a person who has origins in any of the Black racial groups of Africa and is not of Hispanic or Latinx origin.

•"Asian" means a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including, for example, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand and Vietnam.

•"White" means a person who has origins in any of the original peoples of Europe, the Middle East, or North Africa and is not of Hispanic or Latinx origin.

Executive Sessions of Our Independent Directors

Our independent directors meet quarterly (i) at scheduled executive sessions without management and (ii) with the CEO without other executive officers being present. Our Lead Independent Director or another independent director selected during the executive session acts as chair at such meetings.

Board’s Role in Risk Oversight

Our Board has overall responsibility for overseeing our risk management. Under its charter, the Audit Committee is responsible for reviewing and discussing the Company’s risk management practices, including the effectiveness of the systems and policies for risk assessment and risk management, discussion of the Company’s major financial and operational risk exposures and the steps management has taken to monitor and control such exposures. The Board also evaluates and manages risk through operation of its committees in relation to their respective areas of responsibility. For example, the Talent and Compensation Committee oversees the potential risks associated with our compensation policies and practices. The Audit Committee oversees our procedures governing related person transactions and the internal audit function as well as holding primary responsibility for overseeing our cybersecurity program. The Company’s chief information security officer regularly reports to the Audit Committee on the current state of our cybersecurity program (including but not limited to, the current threat landscape, cybersecurity risks, and as needed, any significant incidents). The Audit Committee may provide updates to the Board on the substance of these reports and any recommendations for improvements to our cybersecurity program that the Audit Committee deems appropriate. In addition to the committees’ work in overseeing risk management, our full Board regularly engages in discussions of the most significant risks that the Company is facing and how these risks are being managed.

The Company’s heads of internal audit and cybersecurity teams each have regularly scheduled sessions with the Audit Committee without other members of management present. The Board believes that the work undertaken by the committees of the Board, together with the work of the full Board and our CEO, enables the Board to oversee effectively the Company’s risk management function.

Corporate Governance Guidelines, Committee Charters and Codes of Conduct and Financial Ethics

Our Corporate Governance Guidelines are available on the Governance section of our investor relations website at
https://ir.coreandmain.com/governance. The charters for each of the Audit, Talent and Compensation and Nominating and Governance Committees are also available on our investor relations website.


CORE & MAIN			19			2025 PROXY STATEMENT

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.


CORE & MAIN			20			2025 PROXY STATEMENT

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Person Transactions

Our Board has adopted policies and procedures with respect to the review and approval of certain transactions between us and a Related Person (as defined below) or a Related Person Transaction (as defined below) (the “Related Person Transaction Policy”). Pursuant to the terms of the Related Person Transaction Policy, any Related Person Transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The Audit Committee must then review and decide whether to approve any Related Person Transaction.

For the purposes of the Related Person Transaction Policy, a “Related Person Transaction” means a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and in which any Related Person had, has or will have a direct or indirect interest. “Related Person” means: (i)any person who is, or at any time since the beginning of fiscal 2024 was, a director or executive officer of Core & Main or a nominee to become a director of Core & Main; (ii) any person who is the beneficial owner of more than 5% of any class of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner; (iii) any person who is sharing the household of such director, executive officer, nominee or more than 5% ben

SEC Form DEF 14A filed by Core & Main Inc.