James Castellano
About James G. Castellano
Lead Independent Director of Core & Main, Inc. (CNM), age 73, serving on the Board since 2021; appointed Lead Independent Director in February 2024 and designated Audit Committee Chair and “audit committee financial expert.” He is a veteran accounting executive and former Managing Partner/Chairman of RubinBrown LLP, with prior chairmanship of Baker Tilly International and the AICPA Board. Education: B.S.B.A. in Accounting from Rockhurst University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RubinBrown LLP | Managing Partner | 1989–2004 | Led firm management and growth |
| RubinBrown LLP | Chairman | 2004–2016 | Governance and strategic oversight |
| Baker Tilly International | Chairman | 2002–2018 | Global network leadership; audit quality advocacy |
| American Institute of CPAs (AICPA) | Chairman, Board of Directors | 2001–2002 | Profession-wide standards and policy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fiduciary Counseling, Inc. | Director | Current | Board service (company type not disclosed) |
| HBM Holdings | Advisor | Current | Advisory role |
| Roeslein & Associates | Advisor | Current | Advisory role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Castellano is independent under NYSE and Exchange Act rules |
| Lead Independent Director Duties | Liaison to Chair; sets agendas with Chair; calls/executive sessions; chairs meetings in Chair’s absence; available for major shareholder consultations; monitors management effectiveness |
| Committee Assignments | Audit Committee (Chair); designated “audit committee financial expert”; financially literate |
| Other Committees | Not listed on Talent & Compensation or Nominating & Governance Committees |
| Attendance | All directors attended ≥75% of Board and committee meetings in FY2024; last annual meeting attendance was 100% |
| Executive Sessions | Independent directors meet quarterly without management; also meet with CEO alone |
| Board Composition Context | 8 of 10 directors independent; Executive Chair (non-independent) balanced by empowered LID role |
| Age/Refreshment Policy | Revised guidelines prohibit nomination after age 72 except at Board discretion (Castellano is 73) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Standard for non-employee directors |
| Audit Committee Chair Retainer | $25,000 | Additional for chair role |
| Audit Committee Member Retainer | $10,000 | Committee member fee |
| Lead Independent Director Retainer | $30,000 | Effective with LID appointment (Feb 7, 2024) |
| FY2024 Cash Fees (Actual) | $141,359 | Reported for Castellano |
Performance Compensation
| Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Annual Director Grant) | $120,000 | Vest on earlier of 1 year or next annual meeting | None disclosed (time-based vesting only) |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Fiduciary Counseling, Inc. | Not disclosed as public | Director | None disclosed with CNM |
| HBM Holdings | Private | Advisor | None disclosed with CNM |
| Roeslein & Associates | Private | Advisor | None disclosed with CNM |
Expertise & Qualifications
- Extensive accounting and financial oversight experience (RubinBrown, Baker Tilly International) .
- Audit committee financial expert; financially literate under NYSE rules .
- Boardroom leadership and governance experience as LID and prior national/professional chair roles .
- Education: B.S.B.A., Accounting (Rockhurst University) .
Equity Ownership
| Security | Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Class A Common Stock | 11,769 shares | <1% | As of April 28, 2025 |
| Class B Common Stock (paired with LP interests) | 193,620 shares | 2.5% of Class B | Held via Management Feeder interest; exchangeable into Class A per Exchange Agreement |
| Combined Voting Power | — | <1% | Voting with Class A + Class B combined |
| Ownership Guidelines | 5x annual cash retainer for directors; all covered persons currently satisfy | ||
| Hedging/Pledging | Prohibited for directors; short sales also prohibited |
Director Compensation (FY2024 reported)
| Category | Amount |
|---|---|
| Fees Earned or Paid in Cash | $141,359 |
| RSU Awards | $120,000 |
| Total | $261,359 |
Governance Assessment
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Strengths
- Independent Lead Director with clearly articulated authorities; provides counterbalance to non-independent Executive Chair .
- Audit Committee Chair and financial expert designation enhances financial reporting integrity and risk oversight (including cybersecurity and related party transactions procedures) .
- Robust stock ownership guidelines and prohibition on hedging/pledging support alignment; company reports all covered persons meet guidelines .
- Attendance at/above threshold; full annual meeting participation signal engagement .
- Say‑on‑pay support: last vote approved by 86% of votes cast, indicating shareholder confidence in compensation governance .
-
Considerations / Potential RED FLAGS
- Age-limit exception: Board adopted a 72 age cap with discretionary exceptions; Castellano is 73—continued service relies on Board discretion, raising refreshment optics though balanced by his LID role and expertise .
- Structural complexity: Management Feeder/Class B exchange mechanics and Tax Receivable Agreements are company-wide; Castellano’s Management Feeder holdings tie him to long-term value but could be perceived as complex by investors; no director‑specific related party transactions disclosed .
-
Overall: Castellano’s profile—independent LID, audit chair, financial expert, strong attendance, and equity alignment—supports Board effectiveness and investor confidence. No hedging/pledging and ownership guidelines further mitigate alignment risks; refreshment concerns should be monitored given age policy context .