Laura Schneider
About Laura Schneider
Laura K. Schneider, age 64, is Chief Human Resources Officer (CHRO) of Core & Main, Inc. and has served as CHRO since January 2018 (Core & Main Holdings since August 2019; Core & Main Inc. since formation in April 2021). She joined the company in 2011 as Senior Director of HR and became VP of HR in 2013. She holds a B.S. in Communications from the University of Illinois and an MBA from Pepperdine University . Company performance under the executive team in fiscal 2024 included record net sales of over $7.4B, net income of $434M, Adjusted EBITDA of $930M, operating cash flow of ~$621M, and total shareholder return of 39% . Shareholders approved say‑on‑pay at 86% in the most recent vote .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Core & Main LP | Senior Director, Human Resources | 2011–2013 | Built HR leadership foundation supporting operations |
| Core & Main LP | Vice President, Human Resources | 2013–2018 | Led HR across business units and scaling |
| Core & Main (Holdings/Inc.) | Chief Human Resources Officer | Jan 2018–present | Executive HR leadership through growth and organizational changes |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| STS Operating, Inc. d/b/a SunSource | Director; Chair, Compensation Committee | Current | Oversees compensation governance at an industrial distributor |
Fixed Compensation
Laura Schneider was not a named executive officer (NEO) for fiscal 2024; individual base salary, target bonus %, and bonus paid were not disclosed in the proxy .
| Element | FY 2024 Status |
|---|---|
| Base salary ($) | Not disclosed (not an FY 2024 NEO) |
| Target bonus (%) | Not disclosed (not an FY 2024 NEO) |
| Actual bonus ($) | Not disclosed (not an FY 2024 NEO) |
Performance Compensation
Company executive incentive framework (applies to NEOs; individual CHRO amounts not disclosed). FY 2024 MICP metrics and outcomes:
| Metric | Target | Actual | Payout % of Target | Weight | Weighted Payout |
|---|---|---|---|---|---|
| MICP Adjusted EBITDA ($MM) | $980 | $922 | 37% | 75% | 28% |
| MICP Working Capital (%) | 18.6% | 18.6% | 100% | 25% | 25% |
| Total MICP Payout (% of target) | — | — | — | — | 53% |
Long‑term incentives: Options and RSUs (company‑wide design) vest in three equal annual installments; RSUs include dividend equivalents payable at vest, with acceleration on death, disability, and “Qualifying Retirement” (≥10 years of service and age ≥62). These terms apply to grant recipients; Laura, as a Section 16 officer with RSU activity, is generally subject to plan terms .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 6× salary; other Section 16 officers (including CHRO) 3× salary; 5‑year compliance timeline; all covered persons currently satisfy guidelines .
- No hedging, pledging, or short sales permitted for directors, executive officers, or associates (strong alignment) .
- Clawback policies: Dodd‑Frank clawback (3‑year recovery of excess incentive compensation upon restatement) for executive officers; broader Amended and Restated Clawback and Forfeiture Policy for other employees .
- Insider forms: A delinquent Form 4 was filed noting prior share forfeitures for tax withholding upon RSU vesting, indicating ongoing RSU activity; this is administrative/tax withholding rather than discretionary selling .
Vesting and retirement accelerators (award terms):
| Feature | Provision |
|---|---|
| RSU/Option standard vesting | Three equal annual installments, subject to continued employment |
| Qualifying Retirement | Age ≥62 and ≥10 years’ service; awards granted ≥6 months before termination accelerate |
| Death/Disability | Unvested awards accelerate |
| Change in control | No acceleration if awards are assumed/replaced; accelerated vesting if not assumed/replaced |
Employment Terms
- Employment agreement: Not publicly disclosed for CHRO in the 2025 Executive Transition section (new agreements were disclosed for Executive Chair, CEO, CFO; Cowles/Huebert agreements described separately). Severance multiples and change‑of‑control economics for CHRO are not detailed in filings .
- Equity award agreements include restrictive covenants: Non‑compete and non‑solicit obligations post‑employment (typically one year, or up to four years after full vest), with territory defined by role responsibilities (e.g., U.S.‑wide for senior roles). These are plan‑level terms that apply to RSU/option recipients .
Performance & Track Record
Company performance context (fiscal years aligned with CNM’s reporting):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD Millions) | $581 | $531 | $434 |
| Adjusted EBITDA ($USD Millions) | $935 | $910 | $930 |
| Value of $100 Investment (CNM TSR) | $91.43 | $171.10 | $238.14 |
Highlights:
- 15th consecutive year of sales growth; FY 2024 net sales >$7.4B; strong cash generation and record TSR of 39% .
- Active capital deployment: ~$176M to repurchase and retire 4M shares; ~$741M deployed for ten acquisitions with ~$600M historical annualized sales .
- Governance and leadership continuity: Executive transition in March 2025 (new CEO/CFO; Executive Chair) .
Compensation Committee & Peer Benchmarking
- Talent and Compensation Committee: Margaret M. Newman (Chair), Robert M. Buck, Dennis G. Gipson; all independent .
- Independent consultant: Pearl Meyer advised on pay design and peer benchmarking; committee references 50th–75th percentile market pay levels .
- Peer context used for design: Industrial distributors including W.W. Grainger, WESCO, Pool, TopBuild, MSC, Fastenal, SiteOne, etc. .
Investment Implications
- Alignment: Strong policies (3× salary ownership, no hedging/pledging, clawbacks) suggest high pay‑for‑performance alignment for Section 16 officers like the CHRO .
- Retention risk and award acceleration: Laura meets Qualifying Retirement criteria (age ≥62 with ≥10 years’ service), which can accelerate unvested RSUs/options on retirement; near‑term retirement could pull forward vesting and reduce forfeiture risk .
- Trading signals: Recent insider filings noted RSU tax‑withholding forfeitures, not discretionary selling—limited selling pressure signal, but ongoing scheduled vesting activity persists .
- Performance metrics: Incentives keyed to Adjusted EBITDA and working capital promote operating discipline—useful for assessing near‑term payout leverage amid acquisition integration and cash generation .
- Governance: 86% say‑on‑pay support and independent compensation governance lower pay risk; external compensation committee chair role at SunSource adds domain expertise .