Core & Main, Inc.

Based on the pre-approved goals and payout ranges, and actual results, the following summarizes the actual amounts earned by each NEO in fiscal 2024, with payment made in 2025:

Long-Term Incentive Awards Granted in Fiscal 2024

We make grants of long-term equity incentive compensation to certain of our employees and directors under the Omnibus Incentive Plan. Under the Omnibus Incentive Plan, we can make awards in the form of stock options, which may be either incentive stock options or non-qualified stock options, restricted stock; RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents and other stock-based awards. Cash awards may also be granted under the Omnibus Incentive Plan as annual or long-term incentives. Shares issued under the Omnibus Incentive Plan may be either authorized but unissued shares or shares reacquired by us.

Our long-term incentive plan design includes annual grants of stock options and RSUs. Both the stock options and RSUs approved by the Talent and Compensation Committee and granted on March 7, 2024 vest in three equal annual installments on the first three anniversaries of the grant date, subject to the grantee’s continued employment through such anniversary. Unvested stock options and RSUs are generally forfeited upon the grantee’s termination of employment, but are subject to acceleration upon the Talent and Compensation Committee’s discretion and also upon the grantee’s termination of employment due to death, disability or a “Qualifying Retirement,” meaning a retirement occurring at least six months after the grant date and after the grantee has completed at least 10 years of employment with the Company or its subsidiaries and reached age 62. Unless otherwise determined by the Talent and Compensation Committee, the RSUs also participate in any ordinary dividend paid on shares of our Class A common stock, in the form of dividend equivalent rights payable upon vesting and settlement of the RSUs.

In approving the 2024 long-term incentive plan design and equity grants, the Talent and Compensation Committee reviewed and considered Peer Group practices as summarized by Pearl Meyer. This information was one of many factors reviewed and considered by the Talent and Compensation Committee. For fiscal 2024, the equity award mix for our NEOs was 75% stock options and 25% RSUs, with the exception of a fiscal 2024 discretionary award to Michael G. Huebert which was 50% stock options and 50% RSUs. The Talent and Compensation Committee believed that this mix of stock options and RSUs appropriately balanced the performance and retention objectives of the program, making a substantial portion of the award value solely dependent upon increases in the value of our Class A common stock. The Talent and Compensation Committee intends to review and assess the grant mix and grant levels annually. The following summarizes the grants of RSUs and stock options granted in 2024 to each NEO: