Orvin Kimbrough
About Orvin Kimbrough
Independent director of Core & Main, Inc. (CNM) since 2021; age 50; currently serves on Class II (term expiring at the 2026 annual meeting) and is designated independent under NYSE rules . He is CEO of Midwest BankCentre (since 2019) and Chairman (since January 2020), and previously served as President & CEO of United Way of Greater St. Louis (2014–2019) . Education: B.S.W. (University of Missouri–Columbia), M.S.W. (University of Missouri–Columbia), MBA (University of Missouri–St. Louis), and M.A. in Theology (Aquinas Institute of Theology) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midwest BankCentre | Board member (since 2015); CEO (since 2019); Chairman (since Jan 2020) | 2015–present | Bank leadership and governance oversight |
| United Way of Greater St. Louis | President & CEO | 2014–2019 | Led large nonprofit, stakeholder engagement |
| NuSource Financial | Director (prior) | Not disclosed | Financial services board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Korte Construction | Director | Current | Private company board service |
| Midwest BankCentre | CEO & Chairman | CEO since 2019; Chairman since Jan 2020 | Bank leadership, strategic oversight |
Board Governance
- Committee memberships: Audit Committee member; Nominating & Governance Committee member .
- Financial literacy: Board determined Audit Committee members (including Kimbrough) are “financially literate”; audit committee financial experts are Castellano and Hope .
- Independence: Board determined all directors except Executive Chair (LeClair) and CEO (Witkowski) are independent; Kimbrough is independent .
- Attendance: Each director attended ≥75% of Board and applicable committee meetings in fiscal 2024; Board held 5 meetings, Audit 8, Nominating & Governance 4, Talent & Compensation 5; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet quarterly in executive session (without management) and with the CEO separately .
- Lead independent director: James G. Castellano (appointed Feb 2024) .
Fixed Compensation
Director program structure (cash and equity):
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $80,000 | Increased from $70,000 effective June 28, 2023 |
| Committee Chair Cash Retainer | Audit: $25,000; Talent & Comp: $20,000; Nominating & Gov: $15,000 | Annual |
| Committee Member Cash Retainer | Audit: $10,000; Talent & Comp: $10,000; Nominating & Gov: $7,500 | Annual |
| Lead Independent Director Cash Retainer | $30,000 | For Lead Independent |
| Annual Equity Award (RSUs) | $120,000 | Vests at next annual meeting or one year from grant |
Mr. Kimbrough – fiscal 2024 director compensation:
| Fiscal Year | Fees Earned or Paid in Cash ($) | RSU Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 106,289 | 120,000 | 226,289 |
Performance Compensation
- Non-employee director equity is time-based RSUs; directors are not subject to performance-linked pay .
- Company executive pay metrics (context for pay-for-performance alignment):
MICP (annual cash incentive for executives, FY2024):
| Component | Weight | Target | Actual FY2024 | Payout % of Target |
|---|---|---|---|---|
| MICP Adjusted EBITDA | 75% | $980M | $922M | 37% |
| MICP Working Capital % | 25% | 18.6% | 18.6% | 100% |
| Weighted Total | 100% | — | — | 53% |
Special performance share awards (PSAs) approved in March 2025 (4-year performance period 2025–2028):
| Financial Metric | Weight | Target (FY2028) | Maximum (FY2028) | Vesting |
|---|---|---|---|---|
| Net Sales | 25% | $10.0B | $11.7B | Any earned awards vest Mar 31, 2029 |
| Adjusted EBITDA | 75% | $1.5B | $1.75B | Any earned awards vest Mar 31, 2029 |
Other Directorships & Interlocks
| Company | Public? | Role | Committee Roles |
|---|---|---|---|
| Midwest BankCentre | Not disclosed | CEO & Chairman | Not disclosed |
| Korte Construction | Not disclosed | Director | Not disclosed |
| NuSource Financial | Not disclosed | Former Director | Not disclosed |
- Compensation committee interlocks: None of CNM’s Talent & Compensation Committee members are current/former CNM officers; no interlocks with other entities’ compensation committees .
Expertise & Qualifications
- Leadership across banking and nonprofit sectors; CEO and Chairman experience (Midwest BankCentre) .
- Social work, business, and theological academic credentials (BSW, MSW, MBA, MA) .
- Board governance experience at multiple organizations; financial literacy for audit oversight .
Equity Ownership
| Security/Unit | Amount | Ownership Form / Notes |
|---|---|---|
| Class A Common Stock | 11,774 | Beneficial ownership as of April 28, 2025 |
| Class B Common Stock (paired with Partnership Interests) | 48,840 | Beneficial ownership via Management Feeder (footnote h) |
| Unvested common units in Management Feeder | 4,867 | As of Feb 2, 2025 |
| Stock Ownership Guidelines | 5× annual cash retainer for directors | All covered persons currently satisfy guidelines |
| Hedging/Pledging | Prohibited | Company policy forbids hedging, pledging, short sales |
Insider Trades
| Filing Date | Transaction Date | Security | Code | Shares | Price | Ownership | Source |
|---|---|---|---|---|---|---|---|
| Jul 21, 2025 (filed) | Jul 18, 2025 | Class A Common | J | 5 | $0.00 | Indirect (By LLC) | |
| Jun 26, 2025 (filed) | Jun 24, 2025 | Class A Common | Not disclosed | Not disclosed | Not disclosed | Not disclosed | |
| Jul 21, 2025 (filed) | Jul 18, 2025 | Form 4 XML | — | — | — | — | Official SEC filing XML: |
| Jun 24, 2025 (filed) | Jun 24, 2025 | Form 4 XML | — | — | — | — | Official SEC filing XML: |
Note: Insider activity above reflects reported Form 4 filings; details should be interpreted directly from SEC Form 4 XML filings.
Governance Assessment
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Strengths
- Independence and dual committee service (Audit; Nominating & Governance) enhance oversight of financial reporting, risk, and board effectiveness .
- Financially literate for Audit Committee; robust audit oversight framework including cybersecurity reporting; two designated audit financial experts on committee complement skills .
- Attendance at or above governance thresholds; full board and committee engagement in fiscal 2024; participation in executive sessions .
- Alignment mechanisms: director stock ownership guidelines (5× cash retainer) with current compliance; prohibition on hedging/pledging; RSU-based director equity .
- Section 16 compliance: no delinquent filings disclosed for Mr. Kimbrough in fiscal 2024 (delinquencies cited for certain executives only) .
- Shareholder sentiment: Say-on-Pay approval at 86% (context for overall governance environment) .
-
Watchpoints / Potential Conflicts
- External roles: CEO/Chairman of Midwest BankCentre and director at Korte Construction—monitor for any related-party transactions or business dealings; CNM maintains a related person transaction policy with Audit Committee oversight; no Kimbrough-specific related-party transactions are disclosed in the proxy .
- Insider activity: Minor indirect transaction reported on July 18, 2025; continue monitoring for pledging/hedging violations (prohibited by policy) and for timing around material events (company practices restrict grant timing) .
Overall, Kimbrough’s profile reflects strong board independence, credible financial oversight capacity, and policy-aligned ownership, with no disclosed related-party exposure or attendance concerns—positive signals for investor confidence .