Core & Main, Inc.

Performance Measures

The performance measures listed below represent, in the Company’s assessment, the most important performance measures that link compensation actually paid to our NEOs for fiscal 2024 to company performance. The Company uses MICP Adjusted EBITDA and MICP Working Capital Percentage in its annual cash incentive program, and share price is a key determinant of the value of long-term incentive awards held by our NEOs in the form of stock options and RSUs.

MOST IMPORTANT MEASURES FOR 2024

MICP Adjusted EBITDA

MICP Working Capital Percentage (1)

Share price

(1)Calculated as year-end 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. See “Director and Executive Compensation – Elements of Our Executive Compensation Program – Short-Term Incentives.”

Additional information regarding these measures, including a reconciliation to the most comparable GAAP measure, is included under the heading “Non-GAAP Reconciliation” beginning onpage 52 of this proxy statement and under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” in our 2024 Form 10-K.

CAP compared to TSR, Net Income and MICP Adjusted EBITDA; Company TSR Compared to S&P 400 Industrial Index

From fiscal 2023 to fiscal 2024, PEO CAP decreased by $885,412 or 7%, and the average CAP for the non-PEO NEOs decreased by $237,911 or 8%. For the same period, net income decreased by $97 million or 18%, and MICP Adjusted EBITDA increased by $34 million or 4%. Also during this period, cumulative Core & Main TSR was 39%, and TSR for the S&P 400 Industrial Index was 17%. The decreases in PEO CAP, non-PEO NEOs and TSR were primarily driven by the larger increase in our share price in fiscal 2023 compared to the increase in our share price in fiscal 2024.

As discussed in greater detail under the heading “Director and Executive Compensation,” the Talent and Compensation Committee considers many factors when making decisions concerning the compensation of our executive officers. TSR, net income and MICP Adjusted EBITDA are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions, and projected performance modifiers but does not reflect actual amounts realized by our executives for those awards.