Bradford Cowles
About Bradford Cowles
Bradford A. Cowles is President of Core & Main (CNM). He has served as President since December 2022 and previously held COO and divisional CIO roles; he holds B.S. and M.S. degrees in Mechanical Engineering from the University of Florida . Fiscal 2024 company performance included record net sales of over $7.4B, net income of $434M, Adjusted EBITDA of $930M, operating cash flow of ~$621M, and 39% TSR, framing the pay-for-performance context for NEO incentives . CNM maintains robust governance: stock ownership guidelines (3x base salary for Section 16 officers), clawback policy, and prohibitions on hedging/pledging/short sales; the 2023 say‑on‑pay received 86% approval .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core & Main (Opco) | Chief Operating Officer | Jan 2017 – Aug 2019 | Led operations during growth and platform build-out ahead of IPO-era scaling . |
| Core & Main Holdings/Opco | President, Fire Protection | Jan 2018 (Opco) / Aug 2019 (Holdings) – Dec 2022 | Built Fire Protection business; organizational leadership across segments . |
| HD Supply (incl. Waterworks predecessor) | Divisional Chief Information Officer (3 business units); later CIO (enterprise) | 2005–2017 (CIO: 2015–2017) | Drove IT transformation and data capabilities supporting distribution operations . |
| Michelin Tire Corporation | R&D, Manufacturing, and Quality leadership roles | ~10 years (prior to 2005) | Engineering and operations foundation in world-class manufacturing . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Johnstone Supply | Director | Current |
Fixed Compensation
- CNM uses market-informed pay decisions referencing a distributor peer set (AIT, FAST, GMS, WSO, WCC, etc.), generally referencing 50th–75th percentile levels; Pearl Meyer is the independent consultant .
- Base salary and target bonus for Cowles, and 2024 realized cash incentive outcome are below.
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary (rate) | $435,000 | $500,000 (effective Apr 29, 2024) |
| Target Bonus (% of Salary) | — | 75% |
| Target Bonus ($) | — | $375,000 |
| Actual MICP Payout ($) | — | $198,656 (53% of target) |
Multi-year summary compensation (reported):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 398,269 | 426,923 | 482,500 |
| Stock Awards (RSUs grant-date fair value) | 151,892 | 163,172 | 187,649 |
| Option Awards (grant-date fair value) | 455,648 | 489,378 | 562,543 |
| Non-Equity Incentive (MICP) | 486,000 | 366,297 | 198,656 |
| All Other Compensation | 41,719 | 57,426 | 37,794 |
| Total | 1,533,528 | 1,503,196 | 1,469,142 |
Perquisites (2024): 401(k) match $10,500; executive medical $2,200; company-paid life insurance $852; vehicle allowance $24,242 .
Performance Compensation
Annual cash incentive (MICP) design and 2024 outcome:
| Metric | Weight | Target | Actual | Payout as % of Target | Notes |
|---|---|---|---|---|---|
| MICP Adjusted EBITDA | 75% | $980M | $922M | 37% | Adjusted for post-target acquisitions . |
| MICP Working Capital % | 25% | 18.6% | 18.6% | 100% | A/R + Inventory − A/P as % of net sales; adjusted for acquisitions . |
| Total | 100% | — | — | 53% | Weighted average payout for NEOs, including Cowles . |
Long-term incentives:
- Annual LTI mix favored options (75%) over RSUs (25%) for 2024 grants; 3-year ratable vesting; options and RSUs generally accelerate on death/disability/Qualifying Retirement .
- 2024 grants to Cowles: 3,744 RSUs; 29,382 options at $50.12 strike; options expire 3/7/2034; vest 1/3 annually over 3 years .
| Award | Grant Date | Quantity | Strike/Value | Vesting | Expiration |
|---|---|---|---|---|---|
| RSUs | 3/7/2024 | 3,744 | — | 1/3 per year over 3 yrs | — |
| Options | 3/7/2024 | 29,382 | $50.12 | 1/3 per year over 3 yrs | 3/7/2034 |
Special performance share awards (PSAs) tied to 2028 goals (granted in 2025):
- Cowles PSA target grant-date value: $2,750,000; 100% PSAs; 4-year performance period (FY2025–FY2028); cliff vest March 31, 2029 .
- Metrics and goals: 25% weight Fiscal 2028 Net Sales (Target $10.0B; Max $11.7B); 75% weight Fiscal 2028 Adjusted EBITDA (Target $1.5B; Max $1.75B); 0% payout below Target; 100% at Target; 200% at Max .
| PSA Metric | Weight | Target | Maximum | Performance Window | Vesting |
|---|---|---|---|---|---|
| 2028 Net Sales | 25% | $10.0B | $11.7B | FY2025–FY2028 | 3/31/2029 |
| 2028 Adjusted EBITDA | 75% | $1.5B | $1.75B | FY2025–FY2028 | 3/31/2029 |
Equity Ownership & Alignment
Policies and guidelines:
- Ownership guidelines: CEO 6x salary; other Section 16 officers (incl. Cowles) 3x salary; all covered persons currently satisfy; 50% net shares retention until compliant .
- No hedging, pledging, or short sales permitted .
- Clawbacks: Dodd-Frank policy for executive officers; separate clawback/forfeiture policy for others .
Beneficial ownership (as of April 28, 2025):
- Cowles holds 112,616 Class A shares; 798,456 Class B shares (paired with equal Partnership Interests), representing 10.4% of Class B outstanding; voting on Class B equals one vote/share; Class B has no economic rights absent exchange .
| Class | Shares Beneficially Owned | % of Class |
|---|---|---|
| Class A | 112,616 | — |
| Class B (paired with Partnership Interests) | 798,456 | 10.4% |
Vested vs. unvested equity (as of fiscal year-end 2024):
- Unvested RSUs and unexercisable options reflect multi-year grants; values at $56.44 CNM close on Jan 31, 2025 .
| Grant | Unvested RSUs (#) | Unexercisable Options (#) | Exercisable Options (#) | Strike | Expiration |
|---|---|---|---|---|---|
| 3/11/2022 | 2,433 | 17,758 | 35,516 | $20.81 | 3/11/2032 |
| 3/10/2023 | 4,920 | 40,478 | 20,239 | $22.11 | 3/10/2033 |
| 3/7/2024 | 3,744 | 29,382 | — | $50.12 | 3/7/2034 |
- In-the-money value of Cowles’ unvested options under a change-in-control (if awards not assumed): $2,208,022; RSU acceleration value: $626,315 (pricing at $56.44) .
Insider selling pressure and plans:
- Cowles adopted a Rule 10b5‑1 trading plan on July 11, 2025 to sell up to 100,000 Class A shares between Oct 10, 2025 and Apr 10, 2026, indicating pre-programmed liquidity over that window .
Section 16 compliance:
- One delinquent Form 4 (tax withholding forfeiture reporting) filed by Cowles, alongside several officers, per Section 16(a) disclosure .
Employment Terms
Status:
- Cowles has an employment agreement (unaffected by the March 31, 2025 Executive Transition) .
Severance economics (as in effect for fiscal 2024):
- If terminated without “cause” or resigns for “change in employment” (good reason): 12 months base salary + target MICP bonus, paid over 12 months, plus 12 months COBRA premiums; subject to release .
- “Cause” and “change in employment” definitions include material salary/bonus reductions, material duty reductions, certain relocations, policy breaches, and specified misconduct, with cure periods where applicable .
- No additional severance solely upon change-in-control; equity treatment is plan-based .
Equity acceleration mechanics:
- Death/disability/Qualifying Retirement: unvested RSUs and options accelerate .
- Change in Control: no automatic acceleration if awards are assumed/replaced; double-trigger acceleration if terminated without cause/for good reason within 12 months or if not assumed/replaced; estimated acceleration values for CNM NEOs disclosed (see above for Cowles) .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentives paid at 53% of target, driven by EBITDA under plan despite working capital target achieved; LTI mix is option-heavy (75%), increasing sensitivity to multi-year TSR/value creation .
- Long-term targets create retention tether: 100% PSA grant (target $2.75M) vests in 2029 against ambitious 2028 Net Sales ($10.0B target; $11.7B max) and Adjusted EBITDA ($1.5B target; $1.75B max), with 0% below target, directly tying upside to multi-year execution .
- Ownership alignment and governance: meaningful beneficial ownership via Class B interests, stock ownership guidelines (3x salary), and strict no-hedge/no-pledge policy support alignment and reduce downside governance risk; clawback policies are in place .
- Potential near-term supply from insider sales: a 10b5‑1 plan for up to 100,000 shares through Apr 2026 signals programmed selling that could modestly add to float during the period, though such plans mitigate information asymmetry risk .
- Severance/change-in-control structure: standard 1x salary + 1x target bonus severance and double-trigger equity protections are moderate and generally shareholder-friendly (no CIC cash multiples), limiting windfall risk while supporting retention .
Appendix: Program Design and Market Context
- Peer group used to inform pay levels and design: Applied Industrial Technologies, Beacon Roofing Supply, Builders FirstSource, Fastenal, GMS, Hillman, Installed Building Products, MSC Industrial, Pool, SiteOne, TopBuild, W.W. Grainger, Watsco, WESCO; CNM references 50th–75th percentiles without strict formulaic benchmarking .
- 2024 company performance for context (not attributable to a single executive): record net sales >$7.4B, net income $434M, Adjusted EBITDA $930M, operating cash flow ~$621M, share repurchases $176M (4M shares), 10 acquisitions ($600M historical annualized sales), TSR 39% .
- Governance practices: stock ownership guidelines, Dodd‑Frank clawback, no hedging/pledging/short sales, and insider trading policy rigor are active .