Mark Witkowski
About Mark R. Witkowski
Core & Main’s CEO since March 31, 2025 (age 50), previously CFO since 2016 and a long-time finance leader at the company; appointed to the Board as a Class I director in 2025 . He holds a B.S. in Business Administration (accounting/finance) from Washington University and spent 10 years in PwC’s audit practice before joining Core & Main in 2007 . Under management’s tenure, fiscal 2024 delivered record net sales “over $7.4B,” net income $434M, Adjusted EBITDA $930M, operating cash flow ~$621M, and a 39% TSR, supporting a pay-for-performance framework focused on Adjusted EBITDA and working capital efficiency .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Core & Main LP (OpCo) | Chief Financial Officer | Feb 2016–Mar 31, 2025 | Led finance through PE ownership, IPO prep, and growth M&A; promoted to CEO in 2025 |
| Core & Main Holdings, LP | Chief Financial Officer | Aug 2019–Mar 31, 2025 | CFO at holdco post-reorg prior to and after IPO |
| Core & Main, Inc. | Chief Financial Officer | Apr 2021–Mar 31, 2025 | Public company CFO through 2024; oversaw investor relations, capital allocation |
| Core & Main | Vice President of Finance | Pre-2016 | Senior finance leadership prior to CFO |
| Core & Main (OpCo) | Credit Director | 2008–2012 | Working capital discipline, credit/risk management |
| Core & Main | Joined company | 2007 | Joined after 10 years in PwC audit |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit practice (Senior Manager) | ~10 years, through 2007 | Led audits of large public/private companies; foundational financial reporting expertise |
Board Service and Governance
- Board seat: Class I director since 2025; employee director (no committee assignments) .
- Independence: Not independent (serving as CEO); Board comprises 8 of 10 independent directors overall .
- Leadership structure: Executive Chair (non-independent) plus a Lead Independent Director with defined counterbalancing authorities (agenda-setting, executive sessions, shareholder outreach) .
- Director compensation: As an employee director, he receives no additional Board pay .
- Attendance: All directors attended ≥75% of Board/committee meetings in FY2024 .
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 (new CEO terms effective 3/31/25) |
|---|---|---|---|
| Base salary ($) | 570,000 | 625,000 | 825,000 |
| Target annual bonus (% of salary) | 75% (CFO) | 75% (CFO) | 125% (CEO) |
| Actual FY2024 bonus ($) | — | 248,320 | — |
Notes: FY2024 “MICP” payout was 53% of target based on company performance (see next section) .
Performance Compensation
Annual Incentive (MICP) design and FY2024 outcomes
| Metric | Weight | Target | Actual | Payout vs. Target | Vesting/Timing |
|---|---|---|---|---|---|
| MICP Adjusted EBITDA | 75% | $980M | $922M | 37% | Cash paid in 2025 |
| MICP Working Capital % | 25% | 18.6% | 18.6% | 100% | Cash paid in 2025 |
| Weighted payout | — | — | — | 53% | — |
Definition highlights: EBITDA adjusted for post-target M&A; Working Capital % = (AR + Inventory – AP)/FY net sales, adjusted for M&A .
Long-Term Incentives (structure and grants)
-
Standard LTI mix and vesting: Options (75% of value) and RSUs (25%) vesting in three equal annual installments; RSUs accrue dividend equivalents; accelerated vesting on death, disability, or qualifying retirement .
-
FY2024 annual LTI grants (3/7/2024):
- RSUs: 4,677 units (3 equal annual vests) .
- Stock Options: 36,726 options @ $50.12 strike; 3 equal annual vests; 3/7/2034 expiration .
-
FY2025 annual LTI and role step-up awards (effective 3/31/2025):
- Additional annual RSUs/Options to reflect CEO role (above prior-role grant): 10,092 RSUs; 73,458 options (standard 3-year ratable vest) .
- Board-approved as of transition with 3/11/2026/2027/2028 vest dates per 8-K disclosure of the annual cycle .
-
Special performance share awards (PSAs) tied to 2028 goals (approved with CEO/CFO succession):
- Target grant-date value to Witkowski: $5,000,000 (100% PSAs; 4-year performance period FY2025–FY2028) .
- Metrics and goals (no threshold; payout 0%–200%):
- FY2028 Net Sales: Target $10.0B; Max $11.7B (25% weight) .
- FY2028 Adjusted EBITDA: Target $1.5B; Max $1.75B (75% weight) .
- Vesting: Any earned PSAs vest March 31, 2029 (continued employment and goal attainment) .
Outstanding equity at FY2024 year-end (snapshot)
| Grant | Unexercised Options (Unexercisable) | Strike | Expiration | Unvested RSUs | RSU Market Value ($56.44) |
|---|---|---|---|---|---|
| 3/7/2024 | 36,726 | $50.12 | 3/7/2034 | 4,677 | 263,970 |
| 3/10/2023 | 53,040 | $22.11 | 3/10/2033 | 6,446 | 363,812 |
| 3/11/2022 | 23,238 | $20.81 | 3/11/2032 | 3,184 | 179,705 |
Acceleration value context at $56.44: Options $2,880,941; RSUs $807,487 for Witkowski under death/disability or non-substitution CIC scenario (plan-based) .
Equity Ownership & Alignment
| Holding type | Amount | Notes |
|---|---|---|
| Class A common shares (direct/indirect) | 147,114 | As of April 28, 2025 |
| Class B common (paired with LP interests via Management Feeder) | 816,250 (10.6% of Class B) | Exchangeable 1:1 into Class A (subject to Exchange Agreement adjustments) |
| Combined voting power | <1% | Voting alongside Class A; employee ownership concentrated via Management Feeder |
| Ownership guidelines | CEO 6× salary; all covered persons currently satisfy | Fixed-share requirement; 50% net-hold until met |
| Hedging/pledging | Prohibited | Applies to directors, executive officers, associates |
| Section 16 compliance note | One delinquent Form 4 (tax withholding share forfeiture) | Administrative, not open-market selling |
Implications: Prohibitions on hedging/pledging mitigate alignment risk; meaningful equity via Management Feeder and annual LTI builds exposure; exchange mechanics (Management Feeder) can influence future supply dynamics but are governed by the Exchange Agreement/TRAs framework .
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective | March 31, 2025 (new CEO agreement) |
| Base salary | $825,000 |
| Target bonus | 125% of base (MICP) |
| Severance (no cause/good reason) | 24 months’ base salary + 2× target MICP bonus, paid over 24 months; COBRA premium equivalent for 12 months; release required |
| Non-compete / non-solicit | Included (restrictive covenants) |
| Change-in-control cash | No additional CIC-specific severance beyond plan-based treatment |
| Equity on separation (LeClair contrast) | LeClair’s transition agreement includes equity acceleration to end of term; Witkowski’s does not include that provision |
| Clawbacks | Dodd-Frank recoupment policy and broader forfeiture policy |
Performance & Track Record
| Performance indicator (FY2024) | Result |
|---|---|
| Net sales | “Over $7.4B” (record) |
| Net income | $434M |
| Adjusted EBITDA | $930M |
| Operating cash flow | ~$621M |
| TSR | 39% |
| Capital deployment | $176M for 4M share repurchase; $741M to acquire 10 companies ($600M annualized sales) |
Commentary: Annual bonus paid at 53% of target reflects below-target EBITDA but on-target working capital performance (emphasizes cash discipline) . Succession elevated CFO to CEO and reinforced long-term alignment via sizable PSAs tied to 2028 Net Sales/Adj. EBITDA goals .
Compensation Structure Analysis
- Mix and risk: Shifted from CFO to CEO terms (higher at-risk cash and larger equity), with 2025 PSAs focused on top-line/EBITDA scale; no PSA threshold (0% unless target met) tightens pay-for-performance .
- Metric quality: 75% weight on Adjusted EBITDA and 25% on Working Capital % align with profitability and cash conversion; 2024 payout at 53% shows formulaic discipline in a softer EBITDA year .
- Equity design: 3-year ratable options/RSUs (75/25 mix historically) plus a one-time, four-year PSA creates retention through March 2029 and strong upside for multi-year value creation .
- Governance: Robust clawback policies; stock ownership guidelines; prohibitions on hedging/pledging; recent say‑on‑pay support at 86% .
Related-Party / Conflicts
- 8‑K states no related party transactions between the Company and Witkowski; appointment not pursuant to any arrangement with another person .
- Organizational tax/ownership framework (Exchange Agreement; TRAs) can affect equity exchange dynamics but is company-wide, not individual-specific .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (mitigates risk) .
- Option repricing/modifications: None disclosed; standard grant timing practices noted (avoid material nonpublic info windows) .
- Low say‑on‑pay: Not present; last approval at 86% indicates shareholder support .
- Legal proceedings: Company not party to material legal proceedings; typical distributor exposure exists (asbestos/product issues) .
- Insider sales pressure: Only noted Form 4 delinquency for tax withholding-related forfeitures; no flagged selling program .
- Supply risk of equity: Potential future exchanges by Management Feeder could increase public float; disclosed under Exchange/TRAs .
Investment Implications
- Alignment and retention: CEO package ties upside to 2028 growth/EBITDA milestones with meaningful cliff vest in 2029; high ownership requirements and no hedging/pledging reinforce alignment .
- Pay-for-performance signal: 2024 cash bonus at 53% amid EBITDA shortfall demonstrates formulaic restraint; PSAs carry 0% payout below target, sharpening performance sensitivity .
- Selling pressure: Limited near-term given policy constraints and lack of disclosed programmatic selling; watch periodic Management Feeder exchanges that could increase float .
- Governance balance: CEO as director (not Chair) with empowered Lead Independent Director and majority-independent Board mitigates dual-role concerns .
- Execution watch‑items: Delivery against 2028 $10.0B/$1.5B targets will be the key catalyst for PSA vesting and investor confidence; near-term M&A integration and working capital discipline remain central to bonus outcomes .