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
Contents
CORE & MAIN422026 PROXY STATEMENT
| CORE & MAIN | 42 | 2026 PROXY STATEMENT |
|---|
Director Compensation Program
The non-employee director compensation program adopted by our board of directors includes a mix of cash and equity compensation:
Cash Retainers and Equity-Based Awards
| COMPENSATION | AMOUNT |
|---|---|
| Annual Equity Award | $130,000 RSU grant with vesting to occur on the earlier of (a) one year from the grant date or (b) the date of the next annual meeting of shareholders |
| Annual Cash Retainer (1) | $95,000 |
| Committee Chair Annual Cash Retainer | Audit Committee: $25,000Talent and Compensation Committee: $20,000Nominating & Governance Committee: $15,000 |
| Committee Member Annual Cash Retainer | Audit Committee: $10,000Talent Compensation Committee: $10,000Nominating & Governance Committee: $7,500 |
| Lead Independent Director Annual Cash Retainer (2) | $30,000 |
(1)Annual Cash Retainer was increased from $80,000 to $95,000 effective on June 24, 2025.
(2)James G. Castellano was appointed Lead Independent Director on February 7, 2024 and began receiving this retainer as a result of that appointment. Effective April 1, 2026, Mr. Castellano was appointed Chair of the Board. The Board did not appoint a replacement Lead Independent Director as Mr. Castellano is an independent director.
Cash compensation is paid quarterly in arrears. Directors are also entitled to reimbursement of their expenses incurred in connection with travel to meetings.
New directors who join the Board on a date other than the date of an annual meeting of shareholders will receive a pro-rata portion of the annual equity award in the form of RSUs vesting upon the date of the next annual meeting of shareholders, followed by a full annual equity award at the same annual meeting of shareholders.
Compensation of Directors
The following table sets forth the compensation paid to our directors who served in fiscal 2025 for such year.
| NAME | FEES EARNED OR PAID IN CASH ($) | RSU AWARDS ($) | TOTAL ($)(1) |
|---|---|---|---|
| James G. Castellano | 143,673 | 130,000 | 273,673 |
| Dennis G. Gipson | 106,278 | 130,000 | 236,278 |
| Orvin T. Kimbrough | 106,278 | 130,000 | 236,278 |
| Kathleen M. Mazzarella | 103,785 | 130,000 | 233,785 |
| Bhavani Amirthalingam | 98,799 | 130,000 | 228,799 |
| Robert M. Buck | 106,278 | 130,000 | 236,278 |
| Margaret M. Newman | 108,771 | 130,000 | 238,771 |
| James D. Hope | 98,799 | 130,000 | 228,799 |
(1)M. Susan Hardwick joined the Board on April 1, 2026 and did not receive any compensation in fiscal 2025.
Compensation Risk Assessment
The Talent and Compensation Committee assessed the risks associated with our compensation and practices to evaluate whether they create risks that are likely to have a material adverse effect on us. Based on its assessment, the Talent and Compensation Committee concluded that our compensation policies and practices do not create incentives to take risks that are likely to have a material adverse effect on us. We believe we have allocated our compensation among base salary, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking.
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