Core & Main, Inc.

Witkowski Employment Agreement Effective Upon the Executive Transition

Mr. Witkowski’s new employment agreement effective as of March 31, 2025 (the “New Witkowski Agreement”), replaced and superseded that certain Employment Agreement, dated as of February 9, 2018, under which he served as the Company’s CFO. The New Witkowski Agreement provides for an annual base salary of $825,000 with eligibility to receive a target performance bonus of up to 125% of his base salary and includes restrictive covenants, including non-compete and non-solicit covenants.

Mr. Witkowski is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Mr. Witkowski is entitled to (i) a payment equal to 24 months’ base salary and two times his target MICP bonus, paid in equal installments over the 24-month period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination; payment is subject to his execution of a release of claims.

The definitions of “cause” and “change in employment” in the New Witkowski Agreement are consistent with the definitions in the New LeClair Agreement.

Bradbury Employment Agreement Effective Upon the Executive Transition

Ms. Bradbury’s employment agreement, effective as of March 31, 2025 (the “Bradbury Agreement”), provides for an annual base salary of $500,000 with eligibility to receive a target performance bonus of up to 75% of her base salary and includes restrictive covenants, including non-compete and non-solicit covenants.

Ms. Bradbury is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Ms. Bradbury is entitled to (i) a payment equal to twelve months’ base salary and her target MICP bonus, paid in equal installments over the twelve-month period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination; payment is subject to her execution of a release of claims.

The definitions of “cause” and “change in employment” in the Bradbury Agreement are consistent with the definitions in the New LeClair Agreement.

Special Equity Awards

In connection with their promotions to CEO and CFO, respectively, Mr. Witkowski and Ms. Bradbury were awarded the following additional annual equity grants:

These award values reflect the difference between (i) the new targeted annual equity grant value for their new role and (ii) the targeted value received for their prior role at the time of the 2025 annual equity grant. All provisions of these awards, including vesting, are the same as the annual equity awards previously granted.

In connection with the CEO and CFO succession process, and to further align pay and performance for the executive team going forward, the Committee approved a special performance-based equity award to certain executives, including the NEOs. The following are the approved grant values for each NEO:

These awards are 100% performance share awards ("PSAs"), with a 4-year performance period (2025-2028), with the following pre-set financial metrics and performance goals: