Core & Main, Inc.

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.