Core & Main, Inc.

The Role of External Market Data

In support of fiscal 2024 executive compensation decisions, during fiscal 2023, the Talent and Compensation Committee directed its independent consultant to conduct an external market assessment of the Company's executive compensation pay levels and incentive plan designs. The primary objectives of the study were to (1) assess the market competitiveness of current base salaries and target total cash compensation and (2) provide a market context for the establishment of target long-term incentive grant values under the Company’s long-term incentive plan design.

As part of this process, the independent consultant recommended, and the Talent and Compensation Committee approved, the following executive compensation peer group (the “Peer Group”):

•Applied Industrial Technologies, Inc.

•Beacon Roofing Supply, Inc.

•Builders FirstSource, Inc.

•Fastenal Company

•GMS Inc.

•Hillman Solutions Corp.

•Installed Building Products, Inc.

•MSC Industrial Direct, Inc.

•Pool Corporation

•SiteOne Landscape Supply, Inc.

•TopBuild Corp

•W.W. Grainger, Inc.

•Watsco, Inc.

•WESCO International, Inc.

In selecting the peer companies, the following primary factors were considered:

•Industry Relevance – focusing on industrial distribution companies;

•Size Relevance – focusing on Revenue, EBITDA, Market Cap, and Enterprise Value that are similar to those of the Company; and

•Data Availability – focusing on publicly-traded companies in the U.S. with full pay disclosure.

In addition to pay data gathered from the proxy statements of peer group companies, Pearl Meyer also collected data from a variety of reputable compensation surveys. The data presented to and reviewed by the Talent and Compensation Committee was a blend of peer group and survey data. Neither Pearl Meyer nor the Talent and Compensation Committee was aware of the specific reporting companies included within the data used in the surveys.

This external market data is one of many factors reviewed and considered by the Talent and Compensation Committee when making its pay determinations. Neither the Company nor the Talent and Compensation Committee engaged in direct benchmarking against the pay levels of other companies in making fiscal 2024 executive compensation decisions. Instead, the Talent and Compensation Committee generally referenced the 50 th and 75 th percentile market pay levels as presented by Pearl Meyer when evaluating pay decisions.

Elements of Our 2024 Executive Compensation Program

During fiscal 2024, the compensation program for our NEOs consisted mainly of salary, short-term cash incentive compensation, and long-term equity awards. As described above, the Talent and Compensation Committee reviews and considers external market data provided by its independent consultant when making compensation decisions, including the executive compensation practices of the Peer Group. This information is reviewed and considered by the Talent and Compensation Committee along with all other relevant information, including, but not limited to, company performance, individual executive performance, internal equity among executives, tenure and experience levels, and the results of our “say on pay” shareholder votes. Set forth below is a chart outlining each element of compensation, the primary reason that we provide each element, and how that element fits into our overall compensation philosophy.

As of the date of this proxy statement we have continued these elements of our executive compensation program, including the terms and conditions of the long-term incentive awards granted to our NEOs, and have issued certain additional awards of performance shares as described below in the "Special Equity Awards" section.