Core & Main, Inc.

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.