Core & Main, Inc.
For the period ended Feb 1, 2026. Filed May 7, 2026.
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Feb 1, 2026 · Filed May 7, 2026
Contents
CORE & MAIN172026 PROXY STATEMENT
| CORE & MAIN | 17 | 2026 PROXY STATEMENT |
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Exchange Act rules and regulations. Mr. Hope was appointed Chair of the Audit Committee effective April 1, 2026. Mr. Castellano served as Chair and a member of the Audit Committee prior to Mr. Hope’s appointment. Mr. Buck was appointed to the Audit Committee effective April 1, 2026.
Talent and Compensation Committee
Our Talent and Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and non-employee directors of our Company and its subsidiaries (including the CEO), establishing the general compensation policies of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the associate benefits plans of our Company and its subsidiaries. Our Talent and Compensation Committee also periodically reviews management development and succession plans. The charter of our Talent and Compensation Committee is available without charge on the investor relations portion of our website.
The members of our Talent and Compensation Committee are Margaret M. Newman (Chair), Dennis G. Gipson, and M. Susan Hardwick, each of which the Board has determined is “independent” as defined under NYSE and Exchange Act rules and regulations. Ms. Hardwick was appointed to the Talent and Compensation Committee effective April 1, 2026.
Talent and Compensation Committee Interlocks and Insider Participation
None of the members of our Talent and Compensation Committee is a current or former officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the Board or a compensation committee (or other board committee performing equivalent functions) of any other entity that has an executive officer serving as a member of our Board.
Nominating and Governance Committee
Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the Board for election to our Board, reviewing the composition of the Board and its committees and developing and recommending to the Board Corporate Governance Guidelines that are applicable to us. Additionally, in accordance with our Corporate Governance Guidelines, the Nominating and Governance Committee leads the annual Board and Board committee self assessments, periodically reviewing the process in an effort to continually improve Board effectiveness. The charter of our Nominating and Governance Committee is available without charge on the investor relations portion of our website.
The members of our Nominating and Governance Committee are Kathleen M. Mazzarella (Chair), Robert M. Buck, Dennis G. Gipson and Orvin T. Kimbrough, each of which the Board has determined is “independent” as defined under the NYSE and Exchange Act rules and regulations.
Board and Committee Meetings
During fiscal 2025, the Board and each committee held five meetings. The Board and each committee also took actions by written consent. For fiscal 2025, all members of our Board serving in fiscal 2025 attended at least 75% of the aggregate of: (1) the total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the number of meetings held by all committees of the Board (during the periods that he or she served on such committees). Each member of our Board is invited and encouraged to attend each meeting. All of our directors then serving attended last year’s annual meeting held on June 24, 2025.
Selecting Nominees for Director
Our Board has delegated to the Nominating and Governance Committee the responsibility for reviewing and recommending nominees for director to the Board. In accordance with our Corporate Governance Guidelines, and on recommendation of the Nominating and Governance Committee, our Board may from time to time adopt criteria for the selection of new directors based on the strategic needs of the Company and the Board. The Nominating and Governance Committee will periodically review the criteria adopted by the Board and, if deemed desirable, recommend changes to the criteria. The Nominating and Governance Committee identifies and recommends to the Board candidates the Nominating and Governance Committee believes are qualified and suitable to become members of the Board consistent with the criteria for selection of new directors adopted from time to time by the Board.
Individuals are considered for nomination to the Board based on their integrity and character, business and professional experience, judgment, oversight roles held, skills and background. The Board also considers the candidate’s availability, absence of conflicts and any applicable independence or experience requirements. The Nominating and Governance Committee considers diversity in identifying nominees for director, including personal characteristics such as race and gender, as well as diversity in experience and skills relevant to the Board’s performance of its responsibilities in the oversight of the business. For each of the nominees to the Board, the biographies shown above highlight the experiences and qualifications that were among
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