Robyn Bradbury
About Robyn Bradbury
Robyn L. Bradbury, age 42, is Core & Main’s Chief Financial Officer, appointed as part of the Executive Transition effective March 31, 2025; she previously served as Senior Vice President of Finance & Investor Relations starting April 2024 and held prior finance roles at the company, with a B.S. in Accounting and Finance and an M.B.A. from Lindenwood University . Core & Main delivered record fiscal 2024 results—net sales over $7.4B, net income $434M, adjusted EBITDA $930M, operating cash flow ~$621M, and 39% total shareholder return—providing a strong performance baseline for CFO incentive alignment going forward . Her compensation is anchored to pay-for-performance via the MICP (Adjusted EBITDA and Working Capital %) and a 4-year performance share award tied to 2028 Net Sales and Adjusted EBITDA targets, with clawbacks and stock ownership requirements reinforcing alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core & Main | Chief Financial Officer | Mar 31, 2025–Present | Finance leadership post-CEO/CFO succession; alignment to long-term targets |
| Core & Main | SVP Finance & Investor Relations | Apr 2024–Mar 2025 | External communications and FP&A leadership supporting growth strategy |
| Core & Main | VP Finance & Investor Relations | Not disclosed | Finance and IR leadership; internal/external stakeholder engagement |
| Core & Main | Senior Director, FP&A | Not disclosed | Enterprise planning and performance management |
| Core & Main | Senior Manager, FP&A | Not disclosed | Financial planning leadership roles of increasing responsibility |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Public accounting and corporate finance (prior to CNM) | Various roles | Not disclosed | Foundation in accounting/finance strengthening internal control and reporting |
Fixed Compensation
| Component | Value | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $500,000 | Mar 31, 2025 | Set in Bradbury Employment Agreement (non-compete/non-solicit apply) |
| Target Annual Bonus (MICP) | 75% of base salary | Mar 31, 2025 | Pay-for-performance design; metrics defined below |
Performance Compensation
Annual Cash Incentives (MICP) Design
| Metric | Weighting | Target Framework | Payout Range | Notes |
|---|---|---|---|---|
| MICP Adjusted EBITDA | 75% | Company-set annual Adjusted EBITDA target (excludes post-target acquisitions) | 25%–200% of target based on attainment | Profitability focus; reinforces short-term operating discipline |
| MICP Working Capital % | 25% | Average A/R + inventory – A/P as % of net sales (ex-adjusted for acquisitions) | 25%–200% of target based on attainment | Working capital efficiency focus |
Long-Term Equity and Performance Awards
| Award Type | Grant Detail | Vesting | Payout Mechanics | Notes |
|---|---|---|---|---|
| RSUs (additional annual grant due to promotion) | 2,913 units | 1/3 per year on 3 anniversaries of grant date | Shares settle at vest; dividend equivalents payable on vest | Same terms as annual RSUs |
| Stock Options (additional annual grant due to promotion) | 21,192 options | 1/3 per year on 3 anniversaries of grant date | Value only if stock appreciates above strike | Same terms as annual options |
| Performance Share Awards (PSAs) | Target grant date value: $2,250,000 | Performance period FY2025–FY2028; vest Mar 31, 2029 | Earnout: 0% if below target; 100% at target; 200% at max | Special-purpose awards to align leadership to long-term goals |
| PSA Metrics | 25% Net Sales FY2028 target $10.0B; max $11.7B | 75% Adjusted EBITDA FY2028 target $1.5B; max $1.75B | As above | Targets codify growth/profit scale ambition |
Equity Ownership & Alignment
| Policy/Status | Detail | Implication |
|---|---|---|
| Stock Ownership Guidelines | Section 16 officers must hold stock equal to 3× base salary; all covered persons currently satisfy | Enforces skin-in-the-game; signals alignment and holding discipline |
| Hedging/Pledging | Prohibited for directors, executive officers, associates | Reduces misalignment and forced selling/pledging risk |
| Beneficial Ownership | Individual share counts for Bradbury not disclosed in fiscal 2024 tables; she was not an NEO in FY2024 | Ownership data may appear in future filings post-appointment |
Employment Terms
| Term | Bradbury Agreement Provision | Economics/Scope |
|---|---|---|
| Agreement Effective Date | March 31, 2025 | CFO appointment in Executive Transition |
| Base/Bonus Eligibility | Base $500,000; target bonus 75% of base | Fixed + variable pay consistent with role scope |
| Severance (no cause/good reason) | 12 months’ base salary + 1× target MICP bonus; paid over 12 months | Standard protection; moderate cost to company |
| COBRA | Monthly COBRA cost reimbursement for 12 months | Continuity of benefits; typical market provision |
| Restrictive Covenants | Non-compete and non-solicit | Lowers near-term exit risk and competitive leakage |
| “Cause” / “Good Reason” | Definitions consistent with senior exec agreements (material reductions, role changes, relocations; detailed cause triggers; cure periods) | Balanced trigger set; standard cure requirements |
| Clawbacks | Dodd-Frank clawback policy and broader forfeiture policy | Restatement-driven recovery of excess incentive comp |
| Change-in-Control Equity | Omnibus Plan double-trigger accelerates only if awards aren’t assumed/substituted; otherwise post-CIC termination triggers acceleration | Reduces windfall; aligns to true separation risk post-CIC |
Compensation Committee Analysis
- Committee composition: Margaret M. Newman (Chair), Robert M. Buck, Dennis G. Gipson; all independent .
- Independent consultant: Pearl Meyer advises on design/market data; no conflicts identified .
- Peer group used for pay context includes industrial distributors (e.g., W.W. Grainger, WESCO, Pool, Fastenal, TopBuild); 14 peers listed .
- Say-on-pay: 86% approval on latest vote, informing committee decisions .
Performance Compensation Detail
| Program | Metric | Weighting | Target | Maximum | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| MICP (Annual) | Adjusted EBITDA | 75% | Company-set annually | Company-set annually | 25%–200% of target | Annual cash award |
| MICP (Annual) | Working Capital % | 25% | Company-set annually | Company-set annually | 25%–200% of target | Annual cash award |
| PSAs (FY2025–FY2028) | FY2028 Net Sales | 25% | $10.0B | $11.7B | 0%–200% (0% if below target; 200% at max) | Vests Mar 31, 2029 |
| PSAs (FY2025–FY2028) | FY2028 Adjusted EBITDA | 75% | $1.5B | $1.75B | 0%–200% | Vests Mar 31, 2029 |
Equity Award Grants (Promotion-Related)
| Award | Grant Units | Vesting | Notes |
|---|---|---|---|
| RSUs | 2,913 | 1/3 per year on grant anniversaries | Same terms as annual RSUs; dividend equivalents at vest |
| Stock Options | 21,192 | 1/3 per year on grant anniversaries | Value contingent on share price appreciation |
Governance and Policies Affecting Alignment
- Stock ownership guidelines: CEO 6× salary; other Section 16 officers 3× salary; directors 5× retainer; all covered persons meet guidelines .
- Insider trading policy: prohibits trading on MNPI; forbids hedging, pledging, short sales .
- Equity grant timing: awards follow predetermined cycle; no opportunistic timing around material disclosures .
Investment Implications
- Alignment: Introduction of multi-year PSAs tied to ambitious FY2028 sales/EBITDA targets increases pay-for-performance and long-duration leverage; vesting in 2029 aligns horizon with long-term value creation .
- Retention risk: Contractual severance at 1× salary + 1× target bonus (plus 12 months COBRA) and non-compete/non-solicit mitigate immediate exit risk; protection is moderate versus market norms, balancing retention with shareholder cost control .
- Selling pressure: Prohibition on hedging/pledging reduces forced-selling/pledge-related pressure; RSU/option vesting cadence introduces predictable supply but with performance sensitivity for options and PSA earnout contingent on FY2028 targets .
- Governance quality: Independent compensation committee with reputable consultant, clear clawbacks, and strong ownership guidelines support shareholder-friendly oversight; 86% say-on-pay approval suggests broad investor acceptance of the pay program .
- Execution context: Company’s 15th straight year of sales growth, strong FY2024 profitability/cash flow, and 39% TSR underpin a constructive backdrop for the new CFO’s incentive structure to catalyze sustained EBITDA growth and working capital discipline .