Mark Whittenburg
About Mark Whittenburg
Mark G. Whittenburg is General Counsel and Secretary of Core & Main, Inc., serving at the company level since April 2021, at Core & Main Holdings, LP since August 2019, and at Opco since September 2017. He holds a B.A. in Biology (Hanover College) and a J.D. (University of Cincinnati College of Law), and previously held senior legal and compliance roles at GE (15 years) and Autoliv ASP (Vice President of Legal for Asia, 2014–2017) . He is 58 years old . Company performance under the current leadership has been strong: fiscal 2024 net sales were “over $7.4 billion,” net income $434 million, Adjusted EBITDA $930 million, and total shareholder return 39% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Autoliv ASP, Inc. | Vice President of Legal for Asia | 2014–2017 | Led Asia legal operations; cross-border compliance and commercial execution |
| GE | General Counsel, GE Intelligent Platforms; Chief Compliance Officer, GE China | 15 years | Global compliance governance; business legal leadership across complex industrial businesses |
| Private Practice | Attorney | 6 years | Foundational corporate and commercial legal experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships or committee roles disclosed for Whittenburg in the proxy |
Fixed Compensation
No base salary, target bonus %, or actual bonus paid for Mark Whittenburg is disclosed in the 2025 proxy, as he was not a named executive officer (NEO) for fiscal 2024 .
Performance Compensation
Special performance share award (PSA) granted in connection with CEO/CFO succession program:
| Metric | Weight | Target | Maximum | Payout Mechanics | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| Fiscal 2028 Net Sales | 25% | $10.0B | $11.7B | 100% of PSAs at Target; 200% at Max; No threshold | 2025–2028 | March 31, 2029 |
| Fiscal 2028 Adjusted EBITDA | 75% | $1.5B | $1.75B | 100% of PSAs at Target; 200% at Max; No threshold | 2025–2028 | March 31, 2029 |
Additional details:
- Target grant-date value for Whittenburg’s special PSA: $1,500,000 .
- Award is 100% PSAs; designed to support leadership continuity and align with long-term financial goals .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | Not individually disclosed in the 2025 proxy ownership table (table focuses on directors and NEOs) |
| Stock ownership guidelines | Section 16 officers must hold stock equal to 3× base salary; all covered persons currently satisfy guidelines |
| Holding requirements | Until minimum ownership is achieved, must retain 50% of net shares from option exercises/RSU vesting |
| Hedging/Pledging | Company policy prohibits hedging, pledging, and short sales for directors, executive officers, and associates |
| 10b5-1 trading plan | Adopted July 15, 2025 to sell up to 50,000 shares between Oct 14, 2025 and Apr 14, 2026 (potential scheduled selling pressure) |
| Form 4 compliance note | One delinquent Form 4 filed disclosing prior share forfeitures for tax withholding upon RSU vesting |
| Management Feeder governance | Whittenburg is one of the managers of Core & Main Management Feeder, LLC, which holds Partnership Interests paired with Class B shares and exchange rights |
Employment Terms
| Provision | Detail |
|---|---|
| Employment role and tenure | General Counsel & Secretary at CNM since April 2021; Holdings since Aug 2019; Opco since Sept 2017 |
| Employment agreement | Not disclosed for Whittenburg in the proxy’s employment agreements section (LeClair, Witkowski, Cowles, Huebert are covered) – |
| Severance/change-in-control | Not disclosed specifically for Whittenburg; Company Omnibus Plan generally provides acceleration on death/disability and change-in-control only if awards are not assumed; otherwise double-trigger applies to substitute awards |
| Clawback | Dodd-Frank Clawback Policy for current/former executive officers covering excess incentive-based compensation for three-year recovery period upon restatement; additional clawback policy for non-exec employees |
| Insider trading policy | Prohibits trading while in possession of MNPI; prohibits hedging, pledging, short sales |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($USD Millions) | 5,004 [*] | 6,651 [*] | 6,702 [*] | 7,441 [*] |
| EBITDA ($USD Millions) | 580 [*] | 923 [*] | 894 [*] | 913 [*] |
Values retrieved from S&P Global.*
Notes:
- Proxy highlights fiscal 2024 “record net sales of over $7.4 billion,” net income $434 million, and Adjusted EBITDA $930 million; total shareholder return 39% .
Compensation Committee & Say-on-Pay Context
- Talent & Compensation Committee uses Pearl Meyer as independent consultant; references 50th and 75th percentile market levels and industrial distribution peers (e.g., FAST, GWW, WESCO, WAT, POOL, TOPB, SITE, etc.) to inform design and grant values .
- Say-on-Pay (fiscal 2024 NEO compensation) approval: 86% of votes cast (including abstentions) .
Investment Implications
- Long-horizon PSAs tied to hard financial targets ($10B net sales and $1.5B Adjusted EBITDA by FY28) align Whittenburg’s incentives with top-line and profitability milestones; vesting in 2029 supports retention through the strategic plan period .
- Adoption of a Rule 10b5-1 plan to sell up to 50,000 shares between Oct 2025 and Apr 2026 signals scheduled supply that could create modest near-term selling pressure depending on liquidity; plan-based sales reduce informational asymmetry risk .
- Governance and alignment are reinforced by strict ownership guidelines (3× salary for Section 16 officers), retention requirements on vested equity, and prohibition of hedging/pledging, which lowers misalignment and leverage risk .
- Clawback framework (Dodd-Frank compliant) and conservative change-in-control treatment of equity (double-trigger for assumed awards) mitigate pay-for-performance slippage and windfall risk .
- As a manager of Management Feeder, Whittenburg is positioned within CNM’s Up‑C structure that features exchange rights and TRA economics; while not a direct compensation lever, it informs potential future exchanges and capital flows under the structure .
Overall, incentives are heavily performance-based and retention-oriented via PSAs; trading activity appears structured and compliant; absence of disclosed individual severance terms suggests retention is primarily driven by long-term equity rather than guaranteed cash protections –.