Michael Huebert
About Michael Huebert
Michael G. Huebert, age 53, serves as President of Core & Main (CNM) and has held this role since July 2024. He holds a B.B.A. in Marketing from Fresno State University and previously led sales organizations at Advanced Drainage Systems (ADS) before joining CNM . In fiscal 2024, Core & Main delivered record net sales of over $7.4B, Adjusted EBITDA of $930M, operating cash flow of ~$621M, and a 39% total shareholder return, framing the operating backdrop for Huebert’s first partial year of service . CNM applies strict ownership, clawback, and no-hedging/pledging policies to its executives; all covered persons currently satisfy stock ownership guidelines .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core & Main | President | Jul 2024–present | Co-leads growth and execution across product, customer, and geographic initiatives in a consolidating water infrastructure distribution market . |
| Advanced Drainage Systems (ADS) | EVP, Sales | 2022–2024 | Led enterprise sales; aligns with CNM’s municipal, non-residential, and residential end-market exposure . |
| Advanced Drainage Systems (ADS) | SVP, Sales | 2020–2022 | Scaled sales leadership in stormwater and water management solutions . |
External Roles
- Not disclosed in company filings reviewed .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $450,000 | Salary effective April 29, 2024 . |
| Target Bonus (% of Salary) | 75% | Under the Management Incentive Compensation Plan (MICP) . |
| Actual Cash Bonus (MICP) | $178,791 | 53% payout vs target based on metrics below; paid in 2025 . |
Perquisites (FY2024):
- 401(k) matching contribution: $6,750
- Vehicle benefits: $7,113
- Company-paid life insurance premiums: $447
Performance Compensation
Annual cash incentive (MICP) design and outcomes (FY2024):
| Metric | Weight | Target | Actual | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| MICP Adjusted EBITDA | 75% | $980M | $922M | 37% | Design uses Adjusted EBITDA less post-target acquisitions . |
| MICP Working Capital % | 25% | 18.6% | 18.6% | 100% | Average A/R + Inventory − A/P as % of FY2024 net sales . |
| Total Weighted Payout | 100% | — | — | 53% | Weighted average; paid in 2025 . |
Long-term equity (time-vested; FY2024 grants):
| Award Type | Grant Date | Amount/Price | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs | 07/22/2024 | 12,836 units | $668,884 | 1/3 annually on the first three anniversaries of grant (i.e., Jul 22, 2025/2026/2027) . |
| Stock Options | 07/22/2024 | 50,516 options @ $52.11 | $1,006,316 | 1/3 annually on the first three anniversaries; Exp. 07/22/2034 . |
Special performance share awards (succession-related; granted in 2025):
| Metric | Weight | Target (FY2028) | Maximum (FY2028) | Target Grant Value | Performance Period | Vesting |
|---|---|---|---|---|---|---|
| Net Sales | 25% | $10.0B | $11.7B | $2,250,000 (Huebert) | 2025–2028 | Any earned PSAs vest Mar 31, 2029; 0%/100%/200% payout at <Target/Target/Max; no threshold . |
| Adjusted EBITDA | 75% | $1.5B | $1.75B | — | — | — |
Equity Ownership & Alignment
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficially Owned Class A Shares | 9,193 | As of Apr 28, 2025 . |
| Shares Outstanding (Class A) | 189,404,519 | As of Apr 28, 2025 . |
| Ownership as % of Class A Outstanding | ≈0.005% | Computed from 9,193 / 189,404,519 using cited figures . |
| RSUs Unvested | 12,836 | FY2024 grant; 3-year ratable vest . |
| Options Exercisable | 0 | No tranches vested yet from 2024 grant . |
| Options Unexercisable | 50,516 | Vest 2025/2026/2027; exp. 07/22/2034 . |
| Hedging/Pledging | Prohibited | No hedging, pledging or short sales allowed . |
| Stock Ownership Guidelines | Section 16 officers: 3x base salary | All covered persons currently satisfy guidelines . |
| Clawback | Dodd-Frank clawback policy in place | Applies to incentive-based comp tied to financial results . |
Employment Terms
| Term | Key Details | Notes |
|---|---|---|
| Role Start Date | Appointed President July 5, 2024 | Footnote (6) to SCT; “following his appointment as president on July 5, 2024” . |
| Employment Type | At-will (via employment agreement) | CNM employment agreements provide at-will employment . |
| Severance (No Cause/Good Reason) | 12 months base salary; no bonus multiple; no COBRA | Per Huebert’s agreement and payout table . |
| “Cause” Definition | Includes felony/moral turpitude, fraud, gross negligence, breach, policy violations; cure rights apply | Detailed definition provided . |
| “Good Reason” Definition | Material reduction in salary/bonus %, duties, reporting/location; notice and cure required | Detailed definition provided . |
| Change-in-Control (CIC) | Equity accelerates only if awards not assumed/substituted; otherwise double-trigger applies | Plan mechanics per Omnibus Incentive Plan . |
| Estimated CIC/Death/Disability Acceleration (as of 2/2/2025) | RSUs: $724,464; Options: $218,734 | Based on $56.44 stock price for calculations in proxy . |
| Non-Compete/Non-Solicit | Not disclosed for Huebert | No such terms cited for Huebert (contrast: CEO/CFO agreements reference such covenants) . |
Director and Executive Compensation Snapshot (Huebert; FY2024)
| Component | 2024 Amount |
|---|---|
| Salary | $225,000 (partial year in role) |
| Stock Awards (RSUs grant-date fair value) | $668,884 |
| Option Awards (grant-date fair value) | $1,006,316 |
| Non-Equity Incentive (MICP) | $178,791 |
| All Other Compensation | $14,310 |
| Total | $2,093,301 |
Governance, Pay Philosophy, Peer Group, and Say‑on‑Pay
- Compensation philosophy: pay-for-performance emphasizing profitability (Adjusted EBITDA), working capital discipline, and long-term value alignment via equity .
- Committee and consultant: Talent & Compensation Committee (independent) engages Pearl Meyer as independent advisor; no conflicts identified .
- Peer group used for market context: Applied Industrial Technologies, Beacon Roofing Supply, Builders FirstSource, Fastenal, GMS, Hillman, Installed Building Products, MSC Industrial Direct, Pool Corp, SiteOne, TopBuild, W.W. Grainger, Watsco, WESCO .
- Say‑on‑Pay: 86% approval on last advisory vote, indicating broad shareholder support .
Compensation Structure Analysis
- Shift to explicit long-term PSAs tied to FY2028 Net Sales and Adjusted EBITDA (0% below Target; 100% at Target; 200% at Max), improving transparency and alignment with publicly stated growth goals .
- Annual incentive places 75% weight on Adjusted EBITDA and 25% on Working Capital %, reinforcing profitability and cash discipline; FY2024 paid at 53% of target, evidencing downside sensitivity when EBITDA underperforms .
- Time‑vested RSUs and options vest evenly over three years; Huebert’s FY2024 grants establish near-term vesting dates in July 2025/2026/2027, which can create periodic selling pressure windows as tranches vest .
Performance & Track Record Context
- Fiscal 2024 company performance: record net sales (> $7.4B), Adjusted EBITDA of $930M, operating cash flow ~$621M, 39% TSR; active capital deployment across acquisitions and buybacks .
- Leadership transition: broader executive succession completed March 31, 2025; special PSAs designed to retain and align leaders through FY2028 objectives .
Investment Implications
- Alignment: Strong, via ownership guidelines (3x salary for Section 16 officers), no hedging/pledging policy, clawback coverage, and multi-year PSAs tied to stated FY2028 sales/EBITDA goals with no below-target payout .
- Retention risk: Moderate-to-low near term. Three-year vesting of 2024 equity with annual tranches (starting July 2025) and 4-year PSAs vesting in 2029 create staggered retention hooks; severance is limited (12 months salary, no bonus multiple), reducing golden parachute concerns but also lowering downside protection .
- Trading signals: Anticipate potential 10b5‑1 program activity or open‑window selling around RSU/option vest dates (July 22 each year through 2027), subject to blackout and policy constraints; no pledging allowed .
- Pay-for-performance: FY2024 MICP payout at 53% indicates discipline when EBITDA undershoots; the 2025 special PSAs meaningfully raise the performance bar and align leadership with CNM’s 2028 growth algorithm .
- Governance: Independent committee and external advisor (Pearl Meyer), stable say‑on‑pay support (86%), and defined peer group mitigate pay inflation and benchmarking risk drift .