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 & MAIN22026 PROXY STATEMENT
| CORE & MAIN | 2 | 2026 PROXY STATEMENT |
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Company Performance
Fiscal 2025 was a year of disciplined execution for Core & Main. We delivered our 16th consecutive year of sales growth, a result that reflects the resilience of our business, the long-term strength of our end markets and the consistent performance by our teams across the country. Our team navigated a dynamic environment to deliver strong financial performance, including:
Net sales of over $7.6 billion;
Net income of $462 million;
Adjusted EBITDA (Non-GAAP) of $931 million;
Diluted earnings per share of $2.31;
Adjusted Diluted Earnings Per Share (Non-GAAP) of $2.97;
Operating cash flow of $650 million; and
Deployment of approximately $155 million to repurchase and retire 3.2 million shares of our Class A common stock;
The consistency of our results is driven by our balanced business mix, the investments we have made to support and execute our growth strategy, and the expertise and dedication of our associates. We’ve proven that we can drive value for shareholders by executing our strategy to deliver growth through geographic expansion, product line expansion and local share gains, while also improving profitability, generating strong cash flow, and then complementing it all with strategic acquisitions.
In addition to providing results that are determined in accordance with the generally accepted accounting principles of the United States (“GAAP”), we present EBITDA, Adjusted EBITDA and Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS"), which are non-GAAP financial measures. Additional information regarding EBITDA, Adjusted EBITDA and Adjusted Diluted EPS, including a reconciliation to the most comparable GAAP measure, is included under the heading “Non-GAAP Reconciliation” beginning onpage 53 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 2025 Form 10-K.
Corporate Governance Highlights
| Executive Transition | •We completed a transition of our executive leadership effective March 31, 2025 (the “Executive Transition”). We appointed Mark R. Witkowski, our former Chief Financial Officer (“CFO”) since February 2016, as Chief Executive Officer (“CEO”) and Robyn L. Bradbury as CFO. Stephen O. LeClair, our former CEO, transitioned to Executive Chair of the Company and continued to serve as Chair of the Board until April 1, 2026, when he retired from the Board and the Company. •See “Employment Agreements and Special Equity Awards in connection with the Executive Transition” for compensation changes made in connection with the Executive Transition. |
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| Board and Committee Composition | •In connection with the Executive Transition, the Board appointed Mr. Witkowski to fill the newly-created vacancy as a Class I director.•Effective April 1, 2026, the Board appointed M. Susan Hardwick as a Class III director.•In connection with Mr. LeClair’s retirement from the Board and the Company and effective as of April 1, 2026, the Board appointed James G. Castellano, who previously served as our Lead independent Director, as Chair of the Board and James D. Hope as the Chair of the Audit Committee of the Board. |
| Board Independence | •Nine of our ten directors are independent, as defined by section 303A.02 of the NYSE Listed Company Manual. All of our director nominees, Ms. Amirthalingam, Mr. Kimbrough and Ms. Newman, are independent. |
| Board Oversight | •The Board regularly devotes substantial time to the Company’s strategic priorities, focusing on assessing the Company’s progress to date, as well as on strategic initiatives and risks over the short and long term. The Board believes that although short-term performance is important, it should be assessed in the context of the Company's long-term goals. |
| Annual Board Assessments | •The Nominating and Governance Committee leads the process for annual Board, committee and director assessments. The Nominating and Governance Committee reviews Board skills, diversity, qualifications and expertise. Our Chair of the Board (or Lead Independent Director, if applicable) and the Chair of our Nominating and Governance Committee conduct individual interviews of Board members to gather insight into Board functioning and effectiveness, and the Board and committees meet annually to discuss and review the assessment of each. |
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