Core & Main, Inc.

Management Feeder Units

Prior to our IPO, we provided long-term equity incentive compensation to our NEOs under the Pre-IPO Plan. Under the Pre-IPO Plan, we granted profits interests (the “Profits Units”) in Holdings to members of management indirectly through an equity interest in Management Feeder, a partner in Holdings, which in turn received grants of equity interests from Holdings in amounts and on terms that were identical to those issued to the executive by Management Feeder. The Pre-IPO Plan and the Profits Units are described in our registration statement on Form S-1, filed on May 21, 2021.

All Profits Units of Management Feeder were converted into common units of Management Feeder in connection with the IPO. The Profits Units of Management Feeder that were unvested at the time of conversion were converted into restricted common units that are subject to time-vesting provisions that are substantially similar to the vesting provisions applicable to the corresponding unvested Profits Units. The shares of Class B common stock of the Company held by Holdings were distributed proportionately to holders of partnership interests of Holdings, including Management Feeder.

Pursuant to the limited liability company agreement of Management Feeder, the directors, executive officers and other employees of the Company who hold common units in Management Feeder have the right, subject to certain conditions, to elect for Management Feeder to redeem a number of vested common units held by them in exchange for a corresponding number of Holdings partnership interests and shares of Class B common stock held by Management Feeder and will, as a result of such transfer, have the right to exchange their Holdings partnership interests and shares of Class B common stock for shares of Class A common stock. Such individuals also have the right to participate in cash payments made under the Continuing Limited Partner Tax Receivable Agreement in respect of any Holdings partnership interests exchanged for Class A common stock, as described further under “Certain Relationships and Related Party Transactions—Tax Receivable Agreements.” In addition, the common units are subject to adjustment, as determined by the Talent and Compensation Committee, to give effect to any stock splits, reverse splits, stock dividends or similar events affecting the Class A common stock.

For information regarding outstanding common units of Management Feeder held by our NEOs as of the Record Date, see “Securities Ownership of Certain Beneficial Owners and Management” above.

Employment Agreements and Severance Agreements

We have entered into employment agreements with each NEO, which include the specific terms, including severance benefits, described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements.”

Benefits and Perquisites

Generally, benefits provided to our NEOs are the same as those provided to our other salaried employees and include medical, dental and vision insurance, basic life insurance and accidental death and dismemberment insurance, short and long-term disability insurance, and a 401(k) plan, which includes an employer matching contribution equal to 50% of the first 6% of the participant’s eligible compensation deferred under the plan.

Our NEOs participate in a limited number of perquisite programs. We maintain these programs because they are valued by our NEOs but impose relatively little cost to us.

All of the NEOs participate in the executive basic life insurance plan. Under this plan, the beneficiary of a participant who dies while employed by us is entitled to a lump sum payment of $500,000. The participant owns the insurance policy, and the Company pays the premium on his or her behalf. The value of the premium for fiscal 2025 for each NEO is described below under "Director and Executive Compensation—Summary Compensation Table." Mr. LeClair has a secondary life insurance policy with a benefit amount of $4,500,000 and the value of Mr. LeClair’s secondary policy premium was an additional $2,290. Mr. LeClair also received a payment of $1,761 to cover the income taxes owed in respect of his secondary policy. Mr. Witkowski has a secondary life insurance policy with a benefit amount of $4,500,000 and the value of this secondary policy premium was an additional $15,353.

Other benefits provided to our NEOs include participation in an executive medical benefit program and an executive vehicle program for our NEOs.

Other Policies and Practices

Policy on Recovering Incentive Compensation

The Company has a Dodd-Frank Clawback Policy and an Amended and Restated Clawback and Forfeiture Policy covering current and former employees who are not covered by our Dodd-Frank Clawback Policy. See “Directors, Executive Officers and Corporate Governance—Policy on Recovering Incentive Compensation” onpage 20 of this proxy statement.