Core & Main, Inc.
For the period ended Feb 2, 2025. Filed May 13, 2025.
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Feb 2, 2025 · Filed May 13, 2025
Contents
CORE & MAIN22025 PROXY STATEMENT
| CORE & MAIN | 2 | 2025 PROXY STATEMENT |
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Company Performance
Fiscal 2024 was a notable year for Core & Main, as it marked our 15 th 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 onpage 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. |
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| 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. |
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