Core & Main, Inc.
For the period ended Feb 2, 2025. Filed May 13, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 2, 2025 · Filed May 13, 2025
Contents
CORE & MAIN402025 PROXY STATEMENT
| CORE & MAIN | 40 | 2025 PROXY STATEMENT |
|---|
Estimated Benefits in Connection with a Termination due to Retirement
Ordinarily, in order to receive payment of an annual bonus, a participant must be employed on the payment date. However, if a participant retires prior to the payment date, he or she may receive payment of the full MICP bonus earned based on actual performance.
The stock options and RSUs held by our NEOs for at least six months after the grant date are subject to acceleration if the NEO resigns in a Qualifying Retirement, meaning termination of employment after having completed at least 10 years of employment with the Company or its subsidiaries and having reached age 62. See “Elements of Our Executive Compensation Program—Long-Term Incentive Awards Granted in Fiscal 2024.” As of February 2, 2025, Mr. Schaller met the criteria for a Qualifying Retirement, and would have received benefits from the accelerated vesting of unvested RSUs and options in the following amounts if his employment had terminated as of such date:
| NAME | ACCELERATION OF RSUs ($)(1) | ACCELERATION OF OPTIONS ($)(2) |
|---|---|---|
| John R. Schaller | 660,517 | 2,374,525 |
(1)Calculated based on a value of $56.44 per RSU, which was the closing price of our Class A common stock on January 31, 2025, the last trading day prior to February 2, 2025.
(2)Calculated based on the “spread value” of outstanding options using a price per share of $56.44 per share, which was the closing price of our Class A common stock on January 31, 2025, the last trading day prior to February 2, 2025.
Director Compensation Program
The non-employee director compensation program adopted by our board of directors includes a mix of cash and equity compensation:
Cash Retainers and Equity-Based Awards
| COMPENSATION | AMOUNT |
|---|---|
| Annual Equity Award | $120,000 RSU grant with vesting to occur on the earlier of (a) one year from the grant date or (b) the date of the next annual meeting of shareholders |
| Annual Cash Retainer (1) | $80,000 |
| Committee Chair Annual Cash Retainer | Audit Committee: $25,000Talent and Compensation Committee: $20,000Nominating & Governance Committee: $15,000 |
| Committee Member Annual Cash Retainer | Audit Committee: $10,000Talent Compensation Committee: $10,000Nominating & Governance Committee: $7,500 |
| Lead Independent Director Annual Cash Retainer (2) | $30,000 |
(1)Annual Cash Retainer was increased from $70,000 to $80,000 effective on June 28, 2023.
(2)James G. Castellano was appointed Lead Independent Director on February 7, 2024 and began receiving this retainer as a result of that appointment.
Cash compensation is paid quarterly in arrears. Directors are also entitled to reimbursement of their expenses incurred in connection with travel to meetings.
New directors who join the Board on a date other than the date of an annual meeting of shareholders will receive a pro-rata portion of the annual equity award in the form of RSUs vesting upon the date of the next annual meeting of shareholders, followed by a full annual equity award at the same annual meeting of shareholders.
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