Dennis Gipson
About Dennis G. Gipson
Dennis G. Gipson, age 71, is an independent Class I director at Core & Main (CNM) and has served on the Board since 2021; he sits on the Talent & Compensation Committee and the Nominating & Governance Committee . He brings over 40 years of leadership in manufacturing, distribution, and retail, including CEO of Hussmann International (2010–2017), executive leadership roles at Ingersoll Rand, and Board Chair and interim President/COO of Fontbonne University; he holds a B.A. in Management from Maryville University and an Executive M.B.A. from Stanford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hussmann International | Chief Executive Officer | 2010–2017 | Led refrigeration manufacturer through multi-year period; industry operating experience |
| Ingersoll Rand | Executive leadership positions | Not disclosed | Senior operating roles in industrials; retail/manufacturing/distribution domain expertise |
| Fontbonne University | Board Chair | 2016–2019 | Board leadership; governance oversight |
| Fontbonne University | Interim President & COO | 2019–2020 | Operational turnaround/transition leadership; named Trustee Emeritus at term end |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Fontbonne University | Trustee Emeritus | Named in 2020 | Following service as Board Chair and interim President & COO |
| Public company directorships | — | None disclosed | CNM proxy does not list any current public boards for Mr. Gipson |
Board Governance
- Independence: Board determined Mr. Gipson is independent under NYSE/Exchange Act; two Class I nominees (Gipson and Hope) are independent .
- Committees: Member, Talent & Compensation (independent committee) and Nominating & Governance (independent committee) .
- Attendance: All directors attended ≥75% of Board and applicable committee meetings in fiscal 2024; all directors attended the June 26, 2024 annual meeting .
- Executive sessions: Independent directors meet quarterly without management and separately with the CEO; Lead Independent Director chairs sessions and serves as liaison .
- Stock ownership guidelines: Non‑employee directors must hold shares equal to 5× annual cash retainer; Company states all covered persons currently satisfy the guidelines .
- No hedging/pledging: Company prohibits hedging, pledging, or short sales of CNM securities by directors .
- Clawback policy: Dodd‑Frank compliant clawback for excess incentive compensation tied to financial reporting measures; filed as Exhibit 97.1 to 2024 10‑K .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (FY2024) | $104,426 | Actual cash received |
| Annual cash retainer | $80,000 | Standard program (increased from $70k on Jun 28, 2023) |
| Committee member fees | Talent & Compensation: $10,000; Nominating & Governance: $7,500 | Per program schedule |
| Meeting fees | None | Program structured as retainers; travel expense reimbursement permitted |
Performance Compensation
| Equity Award | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU (director) | $120,000 | Vests on earlier of one year from grant or next annual meeting | None; time‑based vesting only |
The non‑employee director equity program uses time‑based RSUs; there are no performance conditions for director equity awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | CNM proxy lists background and CNM committees; no current public company boards or interlocks disclosed for Mr. Gipson |
Talent & Compensation Committee interlocks: The committee comprises independent directors (Chair: Margaret M. Newman; members: Robert M. Buck, Dennis G. Gipson). No member is a current or former CNM officer; no interlocks with entities whose executives sit on CNM’s Board were identified for the past year .
Expertise & Qualifications
- Sector expertise: Retail, manufacturing, distribution; former CEO experience (Hussmann), plus industrial operator roles at Ingersoll Rand .
- Governance leadership: Board Chair experience and interim President/COO at a university; Trustee Emeritus designation evidences sustained governance involvement .
- Education: B.A. in Management (Maryville University); Executive M.B.A. (Stanford University) .
Equity Ownership
| Holding Type | Amount | Ownership % | Notes |
|---|---|---|---|
| Class A common stock | 11,769 shares | <1% | Standard voting 1 vote/share |
| Class B common stock (paired with Partnership Interests via Management Feeder) | 219,601 shares | 2.9% of Class B | Exchangeable 1:1 into Class A per Exchange Agreement; Class B has voting rights but no economic rights at CNM level |
| Combined voting power | <1% | — | Voting power from combined A+B classes |
| Pledged shares | None disclosed | — | Company prohibits pledging; policy applies to directors |
| Ownership guideline | 5× annual cash retainer; Company indicates compliance | — | Directors must retain 50% of net shares until guideline met |
Insider Filings & Trades
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (FY2024) | Timely for directors (exceptions listed did not include Mr. Gipson) | CNM disclosed certain delinquent Form 4s for several executives; Mr. Gipson not among them |
| Hedging/shorts/pledging | Prohibited for directors | Insider trading policy bans hedging, pledging, short sales |
Governance Assessment
- Board effectiveness: Mr. Gipson serves on two key independent committees (Talent & Compensation; Nominating & Governance), supporting oversight of pay, succession, board composition, and annual evaluations; committees are fully independent with defined charters .
- Alignment and incentives: Director pay mix balances cash retainers with time‑based RSUs ($120,000), consistent with standard market practice; directors must hold 5× retainer in stock and company states all covered persons meet the guideline, supporting ownership alignment .
- Independence and engagement: Confirmed independent; attendance thresholds met across Board/committees; quarterly executive sessions of independent directors reinforce independent oversight .
- Conflicts/related‑party exposure: CNM maintains a formal Related Person Transaction Policy overseen by the Audit Committee; proxy discloses complex tax receivable agreements and exchange mechanisms tied to Management Feeder interests but no director‑specific related‑party transactions for Mr. Gipson; prohibition on hedging/pledging reduces alignment risks .
- Risk indicators: Age‑based nomination cap at 72 (subject to Board discretion) suggests potential near‑term refresh considerations as Mr. Gipson is 71; not a red flag but relevant to succession planning and board refresh .
- Shareholder sentiment: Prior say‑on‑pay approval at 86% indicates generally supportive investor views on compensation governance, indirectly reinforcing committee credibility .
Compensation Committee Analysis
| Committee | Members | Independence | Consultant | Interlocks |
|---|---|---|---|---|
| Talent & Compensation | Margaret M. Newman (Chair); Robert M. Buck; Dennis G. Gipson | All independent | Pearl Meyer engaged as independent consultant; annual independence assessment with no conflicts | None; no CNM executives on other entities’ comp committees with CNM executives on CNM Board |
Director Compensation (FY2024)
| Name | Cash Fees ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| Dennis G. Gipson | $104,426 | $120,000 | $224,426 |
Company Performance Context (FY2024)
| Metric | Value |
|---|---|
| Net sales | Over $7.4 billion |
| Net income | $434 million |
| Adjusted EBITDA | $930 million |
| Operating cash flow | ~$621 million |
| TSR | 39% |
These outcomes underpin the Talent & Compensation Committee’s pay‑for‑performance orientation and board oversight; pay structure for directors remains fixed/time‑based rather than performance‑based, as is typical for governance roles .
RED FLAGS (None identified specific to Mr. Gipson)
- No related‑party transactions disclosed involving Mr. Gipson .
- No hedging/pledging of CNM stock permitted .
- Section 16(a) compliance appears timely for Mr. Gipson in FY2024 .
- Note: Age guideline may prompt board refresh discussions as he approaches the 72 nomination cap (subject to Board discretion) .