Margaret Newman
About Margaret M. Newman
Margaret M. Newman, 56, is an independent director of Core & Main, Inc. (CNM) and Chair of the Talent & Compensation Committee. She joined CNM’s Board in July 2021 and previously served on the boards of Opco (2017–2019) and Holdings (2019–2021). Newman is Chief People Officer at BrandSafway (since July 2019) and holds a B.A. in Psychology (Coe College) and an M.A. in Social Work (University of Wisconsin–Milwaukee) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HD Supply | Chief People Officer | 2007–2017 | Guided multiple M&A integrations, strategic divestitures, and IPO preparation |
| Keurig Dr Pepper, Inc. | Chief Human Resources Officer | 2017–2019 | CHRO leadership across integration/post-merger HR |
| Conseco Insurance | HR leadership roles | Not disclosed | Leadership positions in HR |
| Sears Roebuck & Company | HR leadership roles | Not disclosed | Leadership positions in HR |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrandSafway | Chief People Officer | Jul 2019–Present | Executive HR leadership; large-scale workforce and operations |
| Artera Services, LLC | Director | Current (date not disclosed) | Committee roles not disclosed |
Board Governance
- Committee assignments: Chair, Talent & Compensation Committee; members include Robert M. Buck and Dennis G. Gipson. All are independent under NYSE and Exchange Act rules .
- Independence: Board determined Newman is independent (only the Executive Chair and CEO are non-independent) .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2024; Board held 5 meetings, Talent & Compensation 5, Audit 8, Nominating & Governance 4. All directors attended the annual meeting on June 26, 2024 .
- Executive sessions: Independent directors meet quarterly without management; Lead Independent Director chairs these sessions. Lead Independent Director: James G. Castellano .
Fixed Compensation
Program design (non‑employee directors):
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Paid quarterly; increased from $70,000 effective June 28, 2023 |
| Committee Chair Retainers | Audit $25,000; Talent & Compensation $20,000; Nominating & Governance $15,000 | Annual retainers |
| Committee Member Retainers | Audit $10,000; Talent & Compensation $10,000; Nominating & Governance $7,500 | Annual retainers |
| Lead Independent Director Retainer | $30,000 | Applies to Lead Independent Director |
| Annual Equity Award (RSUs) | $120,000 | Vests on earlier of 1 year from grant or next annual meeting |
FY2024 actual compensation (Margaret M. Newman):
| Component | FY2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $109,000 |
| RSU Awards (Grant Date Fair Value) | $120,000 |
| Total | $229,000 |
Performance Compensation
-
Directors do not receive performance-conditioned incentives; annual RSUs vest time-based (earlier of one year or next annual meeting) .
-
As Compensation Committee Chair, Newman oversees NEO pay-for-performance design. FY2024 Management Incentive Compensation Plan (MICP) metrics and outcomes: | Metric | Weight | Target | Actual | Payout vs Target | |---|---|---|---|---| | MICP Adjusted EBITDA ($mm) | 75% | $980 | $922 | 37% | | MICP Working Capital % of Sales | 25% | 18.6% | 18.6% | 100% | | Weighted Total | 100% | — | — | 53% of target |
-
Say‑on‑pay approval for the prior program: 86% of votes cast (incl. abstentions), signaling shareholder support for the compensation framework overseen by the committee .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Newman |
| Private/other boards | Artera Services, LLC – Director |
| Committee interlocks | None; no CNM executive served on a board where an officer served on CNM’s Board in the past year. No Talent & Compensation member is a current/former CNM officer . |
Expertise & Qualifications
- Strategic HR leadership across industrial distributors and consumer products, with depth in M&A integration and divestitures, aligning workforce programs to transformation objectives .
- Board-relevant skills: human capital strategy, succession planning, incentive design, and integration experience in large-scale organizations .
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Class A Common Stock | 11,769 shares (<1%) | |
| Class B Common Stock (paired with Partnership Interests via Management Feeder) | 39,123 shares (<1%) | |
| Ownership guidelines | Required: 5× annual cash retainer for non-employee directors; CNM states all covered persons currently satisfy guidelines | |
| Hedging/pledging policy | Prohibited for directors, officers, associates |
Governance Assessment
- Positive signals:
- Independent director; chairs a key committee (Compensation), with use of an independent consultant (Pearl Meyer) and annual independence assessment; no conflicts identified .
- Robust pay-for-performance oversight: clear metrics (Adjusted EBITDA, Working Capital) with below-target payouts when performance lagged; say-on-pay support at 86% .
- Ownership alignment: director stock ownership at 5× retainer required; company reports full compliance; hedging/pledging banned .
- Strong engagement: ≥75% attendance threshold achieved; quarterly independent executive sessions; lead independent director structure .
- Watch items:
- External executive role (BrandSafway CPO) implies significant time commitments; however, no attendance or interlock concerns disclosed .
- Management Feeder participation reflects legacy pre‑IPO structure; not itself a conflict, but warrants ongoing monitoring within related-party frameworks (Exchange Agreement/TRA governance centralized at Board/Audit) .
Overall, Newman presents strong governance credentials in human capital and incentive design, with clear independence, board engagement, and ownership alignment; no related-party or compensation red flags are disclosed .