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Core & Main, Inc.

For the period ended Feb 1, 2026. Filed May 7, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 1, 2026 · Filed May 7, 2026

CNM$45.97-2.1%Stored close · as of Nov 6, 2026
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Contents

CORE & MAIN372026 PROXY STATEMENT

CORE & MAIN372026 PROXY STATEMENT

Mr. Witkowski’s new employment agreement effective as of March 31, 2025 (the “Witkowski Agreement”), replaced and superseded that certain Employment Agreement, dated as of February 9, 2018 (the “Old Witkowski Agreement”), under which he served as the Company’s CFO and which is described below. The Witkowski Agreement provides for an annual base salary of $825,000 with eligibility to receive a target performance bonus of up to 125% of his base salary and includes restrictive covenants, including non-compete and non-solicit covenants. Mr. Witkowski is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Mr. Witkowski is entitled to (i) a payment equal to 24 months’ base salary and two times his target MICP bonus, paid in equal installments over the 24-month period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination; payment is subject to his execution of a release of claims.

Ms. Bradbury’s employment agreement, effective as of March 31, 2025 (the “Bradbury Agreement”), provides for an annual base salary of $500,000 with eligibility to receive a target performance bonus of up to 75% of her base salary and includes restrictive covenants, including non-compete and non-solicit covenants. Ms. Bradbury is entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Ms. Bradbury is entitled to (i) a payment equal to twelve months’ base salary and her target MICP bonus, paid in equal installments over the twelve-month period following termination, and (ii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the 12-month period following termination; payment is subject to her execution of a release of claims.

Mr. LeClair’s new employment and transition agreement effective as of March 31, 2025 (the “LeClair Agreement”), replaced and superseded that certain Employment Agreement, dated as of March 9, 2018 (the “Old LeClair Agreement”), by and between Opco and Mr. LeClair, which is described below. The LeClair Agreement expired in accordance with its terms on April 1, 2026. The LeClair Agreement provided for an annual base salary of $935,000 with eligibility to receive a target performance bonus of up to 135% of his base salary. Under the LeClair Agreement, Mr. LeClair was entitled to participate in Opco’s MICP and other compensation and benefit plans available to other executives or officers of Opco. On a termination by Opco without “cause” or by the executive as a resignation for “good reason,” Mr. LeClair would have been entitled to (i) a payment equal to his remaining base salary and his target MICP bonus, paid in equal installments over the remaining term following termination, (ii) accelerated vesting of unvested awards as if he had remained employed through the term of the LeClair Agreement, and (iii) a payment equal to the monthly cost of purchasing COBRA continuation coverage, payable in monthly installments for the remaining term following termination. Payment was subject to his execution of a release of claims.

Under each of the Witkowski Agreement, the Bradbury Agreement and the LeClair Agreement:

“cause” means any of the following: (i) indictment for, commission of, conviction of or plea of nolo contendere to a felony or a crime involving moral turpitude; (ii) commission of fraud, theft, embezzlement, self-dealing, dishonesty, misappropriation or other malfeasance against Opco; (iii) material and persistent failure to perform executive’s lawful duties or responsibilities under the terms of the employment agreement or other agreement with Opco (other than by reason of disability); (iv) failure to comply with any lawful policy of Opco; (v) commission of acts or omissions constituting gross negligence or material misconduct in the performance of any aspect of the executive’s lawful duties or responsibilities which have or may be expected to have an adverse effect on Opco; (vi) breach of any fiduciary duty owed to Opco; (vii) material violation or material breach of any restrictive covenant or any material term of this Agreement or other material term of another agreement between the Parties; (viii) failure or refusal to cooperate in good faith with a governmental or internal investigation; or (ix) commission of any act or omission that materially damages or is reasonably likely to materially damage the financial condition or business of Opco or materially damages or is reasonably likely to materially damage the reputation, public image, goodwill, assets or prospects of Opco; and

“good reason” for an executive’s resignation includes the following circumstances: (i) a material reduction in base salary (except for any across-the-board reduction impacting substantially all executives of Opco where such reduction does not represent a greater than 10% reduction); (ii) a material reduction in the percentage of base salary that constitutes the executive’s target bonus; (iii) a material reduction the Executive’s duties, authorities and responsibilities; (iv) a material adverse change to the executive’s title or reporting line; (v) the introduction of a requirement that the executive report to a different principal work location that increases the executive’s commute by more than 40 miles; or (vi) Opco engages in a material violation or material breach of any restrictive covenant or any material term of the employment agreement or material term of another agreement with the executive. The executive must provide Opco with 30 days to cure any of the aforementioned conditions and must resign and the Executive must then resign and separate from employment no later than 90 days following the initial existence of the condition that is claimed to constitute “good reason” for the executive’s resignation.

During fiscal 2025, Messrs. Huebert, Cowles and Whittenburg were also each party to an employment agreement with Opco. Mr. Wittenburg’s employment agreement terminated in connection with his retirement effective April 1, 2026. Each such

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