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 & MAIN382025 PROXY STATEMENT
| CORE & MAIN | 38 | 2025 PROXY STATEMENT |
|---|
Outstanding Equity Awards at Fiscal Year End 2024
| OPTION AWARDS · STOCK AWARDS | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| NAME · GRANT DATE · EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE(1) · EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE(1) · OPTION EXERCISE PRICE ($)(1) · OPTION EXPIRATION DATE(1) · EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) · EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(2) | |||||||||||||
| Stephen O. LeClair | 3/7/2024 | — | 146,508 | $50.12 | 3/7/2034 | 18,657 | 1,053,001 | ||||||
| 3/10/2023 | 104,103 | 208,206 | $22.11 | 3/10/2033 | 25,300 | 1,427,932 | |||||||
| 3/11/2022 | 173,918 | 86,959 | $20.81 | 3/11/2032 | 11,914 | 672,426 | |||||||
| Mark R. Witkowski | 3/7/2024 | — | 36,726 | $50.12 | 3/7/2034 | 4,677 | 263,970 | ||||||
| 3/10/2023 | 26,520 | 53,040 | $22.11 | 3/10/2033 | 6,446 | 363,812 | |||||||
| 3/11/2022 | 46,476 | 23,238 | $20.81 | 3/11/2032 | 3,184 | 179,705 | |||||||
| Bradford A. Cowles | 3/7/2024 | — | 29,382 | $50.12 | 3/7/2034 | 3,744 | 211,311 | ||||||
| 3/10/2023 | 20,239 | 40,478 | $22.11 | 3/10/2033 | 4,920 | 277,685 | |||||||
| 3/11/2022 | 35,516 | 17,758 | $20.81 | 3/11/2032 | 2,433 | 137,319 | |||||||
| Michael G. Huebert | 7/22/2024 | — | 50,516 | $52.11 | 7/22/2034 | 12,836 | 724,464 | ||||||
| John R. Schaller | 3/7/2024 | — | 29,382 | $50.12 | 3/7/2034 | 3,744 | 211,311 | ||||||
| 3/10/2023 | — | 43,736 | $22.11 | 3/10/2033 | 5,316 | 300,035 | |||||||
| 3/11/2022 | — | 19,292 | $20.81 | 3/11/2032 | 2,643 | 149,171 | |||||||
(1)The stock option awards vest in three equal annual installments on the first three anniversaries of the grant date, subject in each case to the applicable NEO’s continued employment through such anniversary, subject to acceleration upon the grantee’s termination of employment due to death, disability, or Qualifying Retirement. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2024.”
(2)The RSU awards vest in three equal annual installments on the first three anniversaries of the grant date, subject in each case to the applicable NEO’s continued employment through such anniversary, subject to acceleration upon the grantee’s termination of employment due to death, disability, or Qualifying Retirement. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2024.” The market value of unvested RSUs is calculated by multiplying the number of unvested RSUs held by the applicable NEO by $56.44, which was the closing price of our Class A common stock on January 31, 2025, the last trading day prior to the end of fiscal 2024.
Option Exercises and Stock Vested Table
The following table provides information about options exercised by our NEOs during fiscal 2024 and RSUs held by our NEOs that vested during fiscal 2024.
| OPTION AWARDS · STOCK AWARDS | ||||
|---|---|---|---|---|
| NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (1) |
| Stephen O. LeClair | — | — | 24,564 | 1,186,196 |
| Mark R. Witkowski | — | — | 6,407 | 309,394 |
| Bradford A. Cowles | — | — | 4,893 | 236,283 |
| Michael G. Huebert | — | — | — | — |
| John R. Schaller | 60,452 | 3,057,062 | 5,301 | 255,985 |
(1)The value realized on the vesting of RSUs, calculated by multiplying the number of RSUs vesting by $48.29, which was the closing price of our Class A common stock on March 11, 2024, the business day immediately prior to the vesting date.
Potential Payments Upon Termination or Change-in-Control
We have entered into employment arrangements that, by their terms, will require us to provide compensation and other benefits to certain of our NEOs if their employment terminates or they resign under specified circumstances. Vesting of awards granted under our Omnibus Incentive Plan is also subject to acceleration in certain circumstances, including a grantee’s termination as a result of death or disability, or a Qualifying Retirement. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2024.”
The following discussion summarizes the potential payments upon a termination of employment in various circumstances. The amounts discussed apply the assumptions that employment terminated on February 2, 2025 or that a change in control occurred on February 2, 2025. Accordingly, this discussion does not take into account the New LeClair Agreement, the New
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