Core & Main, Inc.

As of the date of this proxy statement, we have continued for fiscal 2026 these elements of our executive compensation program, including the terms and conditions of the long-term incentive awards granted to our NEOs.

In addition, our executives participate in a limited number of perquisite programs, as well as certain benefit programs generally available to all of our employees. See “Benefits and Perquisites” below for additional detail on the perquisite programs in which our NEOs participate.

Base Salary

Base salaries are set to attract, retain and reward high-performing executive talent. Generally, the determination of any particular executive’s base salary is based on personal performance, experience in the role, competitive rates of pay for comparable roles, significance of the role to the Company and market demand for such executives. Each year, the Talent and Compensation Committee considers market adjustments and merit salary increases for our executives generally, including our NEOs. In fiscal 2025, the Talent and Compensation Committee approved a merit salary increase for each of Mr. Witkowski and Ms. Bradbury in connection with the Executive Transition, effective as of March 31, 2025, and for each of our other NEOs, other than Mr. LeClair, effective as of April 28, 2025. Mr. LeClair did not receive a salary increase in fiscal 2025. The following table summarizes the 2025 salary increases for our NEOs.

(1)For Mr. Witkowski, Ms. Bradbury and Mr. LeClair, amounts shown for 2025 reflect base salary effective March 31, 2025 and amounts shown for 2024 reflect base salary effective April 29, 2024 through March 30, 2025. For Messrs. Cowles, Huebert and Whittenburg, amounts shown for 2025 reflect base salary effective April 28, 2025 and amounts shown for 2024 reflect base salary effective April 29, 2024 through April 27, 2025.

Short-Term Incentives

Annual cash incentives are designed to focus the NEOs on producing superior results against key financial metrics relevant to the Company as a whole. By tying a significant portion of the executive’s total annual cash compensation to annual variable pay, we reinforce our “pay for performance” culture and focus our executives on critical short-term financial and operational performance, which also supports our long-term financial goals.

All of our NEOs participate in our Management Incentive Compensation Plan (“MICP”), which provides cash-based incentives dependent on the Company's annual results as compared against the key financial metrics described below. MICP target payouts to our NEOs are expressed as a percentage of base salary. Annually, these percentage targets are reviewed against comparator data and adjusted, if necessary, based on the Talent and Compensation Committee’s estimation of what level of targeted payouts is necessary to retain, motivate and reward our executives.

For fiscal 2025, the MICP performance payout weighting was based 75% on MICP Adjusted EBITDA and 25% on the MICP Working Capital Percentage.

MICP Adjusted EBITDA is calculated as Adjusted EBITDA (calculated as described in our 2025 Form 10-K) less the estimated Adjusted EBITDA of any acquisitions completed subsequent to the establishment of the MICP Adjusted EBITDA target, as these items were not contemplated in establishing the target. We view MICP Adjusted EBITDA as a key operating metric that measures business profitability.