Kathleen Mazzarella
About Kathleen M. Mazzarella
Independent director of Core & Main, Inc. (CNM), serving since July 2021; age 65; Class III director with term expiring at the 2027 annual meeting. President & CEO of Graybar since 2012 and Chair since 2013; education includes B.A. in Behavioral Science (National Louis University) and M.B.A. (Webster University), with prior public company board experience at Express Scripts and service as Chair of the Federal Reserve Bank of St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core & Main Opco | Director | Jan 2019–Aug 2019 | Governance experience pre-IPO |
| Core & Main Holdings, LP | Director | Aug 2019–Jul 2021 | Governance experience in partnership structure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graybar | President & CEO; Chair | CEO since 2012; Chair since 2013 | Employee-owned F500 distributor; deep industrial distribution expertise |
| Waste Management, Inc. (NYSE: WM) | Independent Chair | Current | Board leadership role |
| Cigna Corporation (NYSE: CI) | Director | Current | Public company director |
| Express Scripts Holding Co. | Director | Prior | Former public company director |
| Federal Reserve Bank of St. Louis | Chair | Prior | Central bank governance leadership |
Board Governance
- Independence: Board has determined all directors except the Executive Chair (Stephen O. LeClair) and CEO (Mark R. Witkowski) are independent; Mazzarella is independent .
- Committee assignments: Chair, Nominating & Governance Committee; also serves alongside Buck, Gipson, and Kimbrough; the Committee leads annual board and committee self-assessments .
- Attendance: Each director attended ≥75% of aggregate Board and committee meetings in fiscal 2024; Board held 5 meetings, Nominating & Governance held 4; all directors attended the 2024 annual meeting .
- Lead Independent Director structure: Board maintains a Lead Independent Director (Castellano) to balance Executive Chair’s non-independence; independent directors meet quarterly in executive sessions .
- Director age limit: Revised Corporate Governance Guidelines prohibit nomination for an additional term after age 72, except in the Board’s discretion .
- Stock ownership guidelines: Non-employee directors must maintain ownership equal to 5× annual cash retainer; all covered persons currently satisfy guidelines .
- No hedging/pledging: Company prohibits hedging, pledging, or short sales by directors and officers .
Fixed Compensation
Director compensation program (cash + equity):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Increased from $70,000 effective June 28, 2023 |
| Committee Chair Retainers | Audit: $25,000; Talent & Comp: $20,000; N&G: $15,000 | Paid in cash quarterly |
| Committee Member Retainers | Audit: $10,000; Talent & Comp: $10,000; N&G: $7,500 | Paid in cash quarterly |
| Lead Independent Director Retainer | $30,000 | Applies to Lead Independent Director (Castellano) |
| Annual Equity Award | $120,000 in RSUs | Vests at earlier of 1 year or next annual meeting |
FY2024 actual compensation for Mazzarella:
| Name | Fees Earned/Paid in Cash ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| Kathleen M. Mazzarella | 106,626 | 120,000 | 226,626 |
Performance Compensation
| Director Performance Metrics | Weighting | Payout Scale | Result |
|---|---|---|---|
| None (Director equity is time-based RSUs; no performance metrics apply) | N/A | N/A | N/A |
Other Directorships & Interlocks
| External Entity | Relationship to CNM | Potential Interlock/Conflict Assessment |
|---|---|---|
| Graybar | Distributor in electrical/communications sectors | No CNM-related party transactions disclosed with Graybar; company policies govern related party review via Audit Committee . |
| Cigna | Health insurer | No CNM related party transactions disclosed . |
| Waste Management | Environmental services operator | No CNM related party transactions disclosed . |
Related-party controls: CNM’s Related Person Transaction Policy requires Audit Committee review/approval for any related person transactions; disclosure in the proxy covers tax receivable agreements and partnership exchange mechanics, with no Mazzarella-specific related party items .
Expertise & Qualifications
- Industrial distribution CEO experience (Graybar), M&A exposure, public company board leadership (WM independent chair, Cigna director), and prior major board roles (Express Scripts; Federal Reserve Bank of St. Louis) .
- Academic credentials: B.A. Behavioral Science (National Louis University); M.B.A. (Webster University) .
- Board governance and succession planning expertise evidenced by chairing Nominating & Governance Committee responsible for director selection and assessments .
Equity Ownership
| Holder | Class A Shares | Class B Shares (paired with partnership interests) | Combined Voting Power |
|---|---|---|---|
| Kathleen M. Mazzarella | 11,851 | 140,885 | <1% (“*”) |
- Exchange rights: Class B shares paired with partnership interests are exchangeable one-for-one into Class A (or for cash in limited cases), subject to the Exchange Agreement terms; ownership guidelines treat Management Feeder units as shares held directly .
Governance Assessment
- Independence and leadership: Independent director; Chair of Nominating & Governance Committee—a key board effectiveness role overseeing director selection, governance guidelines, and annual assessments .
- Engagement: Met ≥75% attendance threshold in FY2024; Board and Committee cadence (Board: 5; N&G: 4) indicates regular involvement; attended 2024 annual meeting .
- Alignment: Complies with stock ownership guidelines (≥5× cash retainer), with equity granted via RSUs; company prohibits hedging/pledging—strong alignment signals .
- Pay structure: Balanced cash retainer plus time-based RSUs with clear vesting; FY2024 total director pay of $226,626 reflects chair responsibilities within program parameters .
- External commitments: Concurrent Graybar CEO/Chair role plus WM independent chair and Cigna director roles signify substantial time demands; however, CNM attendance requirements were met in FY2024 .
- Shareholder sentiment and compensation governance: Last say-on-pay approval 86% (for NEOs), and use of independent consultant (Pearl Meyer) suggests robust compensation governance practices .
No hedging/pledging red flags; no disclosed related-party transactions involving Mazzarella; board maintains executive sessions and Lead Independent Director structure to reinforce independence .