Core & Main, Inc.

Board Leadership Structure

It is the policy of the Board that it may choose in its discretion whether to separate or combine the offices of Chair of the Board and CEO on a case-by-case basis. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chair of the Board, CEO and other executive officers in any way that is in the best interests of the Company at a given point in time. Our Corporate Governance Guidelines provide that a lead independent director will be appointed annually by our independent directors while the offices of Chair of the Board and CEO are combined. Prior to Mr. LeClair’s retirement as Chair of the Board effective April 1, 2026, Mr. Castellano was appointed Lead Independent Director in 2024 upon the recommendation of the Nominating and Governance Committee due to Mr. LeClair’s service as CEO. Following Mr. LeClair’s retirement, the Board appointed Mr. Castellano as Chair of the Board and did not appoint a replacement lead independent director as Mr. Castellano is an independent director.

Mr. Castellano brings to the Chair of the Board role, among other attributes, extensive boardroom experience and the ability to facilitate meaningful participation and collaboration across our Board. We believe this leadership structure facilitates the most effective functioning of the Board at this time. We are committed to establishing and maintaining strong corporate governance practices that reflect high standards of ethics and integrity and promote long-term shareholder value.

Board Committees

Our Board maintains an Audit Committee, a Talent and Compensation Committee and a Nominating and Governance Committee. 9 of our 10 Board members are independent, as defined under NYSE and the Exchange Act rules and regulations. As a non-independent director under the NYSE and Exchange Act rules and regulations, Mr. Witkowski, a director and our CEO, does not serve on any Board committees.

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal controls over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, overseeing our cybersecurity program, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge on the investor relations portion of our website.

The members of our Audit Committee are James D. Hope (Chair), Bhavani Amirthalingam, Robert M. Buck, and Orvin T. Kimbrough. Our Board has designated James D. Hope as an “audit committee financial expert,” and each of the four members has been determined to be “financially literate” under the NYSE rules. Our Board has also determined that Bhavani Amirthalingam, Robert M. Buck, James D. Hope and Orvin T. Kimbrough are “independent” as defined under the NYSE and