Core & Main, Inc.

In addition, our executives participate in a limited number of perquisite programs, as well as certain benefit programs generally available to all of our employees. See “Benefits and Perquisites” below for additional detail on the perquisite programs in which our NEOs participate.

Base Salary

Base salaries are set to attract, retain and reward high-performing executive talent. The determination of any particular executive’s base salary is based on personal performance, experience in the role, competitive rates of pay for comparable roles, significance of the role to the Company and market demand for such executives. Each year, the Talent and Compensation Committee considers market adjustments and merit salary increases for our executives generally, including our NEOs. In March 2024, the Talent and Compensation Committee approved a merit salary increase for each of our NEOs, effective as of April 29, 2024. The following table summarizes the 2024 salary increases for our NEOs.

(1)Amounts shown for 2024 reflect base salary effective as of April 29, 2024. Amounts shown for 2023 reflect base salary effective May 1, 2023 through April 28, 2024.

Short-Term Incentives

Annual cash incentives are designed to focus the NEOs on producing superior results against key financial metrics relevant to the Company as a whole. By tying a significant portion of the executive’s total annual cash compensation to annual variable pay, we reinforce our “pay for performance” culture and focus our executives on critical short-term financial and operational performance, which also supports our long-term financial goals.

All of our NEOs participate in our management incentive compensation plan (“MICP”), which provides cash-based incentives dependent on the Company's annual results as compared against the key financial metrics described below. MICP target payouts to our NEOs are expressed as a percentage of base salary. Annually, these percentage targets are reviewed against comparator data and adjusted, if necessary, based on the Talent and Compensation Committee’s estimation of what level of targeted payouts is necessary to retain, motivate and reward our executives.

For fiscal 2024, the MICP performance payout weighting was based 75% on MICP Adjusted EBITDA and 25% on the MICP Working Capital Percentage.

MICP Adjusted EBITDA is calculated as Adjusted EBITDA (calculated as described in our 2024 Form 10-K) less the estimated Adjusted EBITDA of any acquisitions completed subsequent to the establishment of the MICP Adjusted EBITDA target, as these items were not contemplated in establishing the target. We view MICP Adjusted EBITDA as a key operating metric that measures business profitability.

MICP Working Capital Percentage is calculated as average accounts receivable plus inventory less accounts payable, as a percentage of fiscal 2024 net sales. The MICP Working Capital Percentage is also adjusted to exclude the same acquisitions as were excluded for the MICP Adjusted EBITDA calculation. The MICP Working Capital Percentage measure is intended to increase the focus on working capital management across the Company.

The following are the performance and payout scales that were approved by the Talent and Compensation Committee for fiscal 2024 annual cash incentives for NEOs, as well as the actual performance results for fiscal 2024.