Stephen LeClair
About Stephen O. LeClair
Stephen O. LeClair, 56, is Executive Chair and Chair of the Board at Core & Main (CNM). He was CEO from 2014 (OpCo), 2019 (Holdings), and July 2021 (Inc.) until March 31, 2025, when he became Executive Chair; he has served as a director since July 2021 and Chair since February 2024 . He holds a B.S. in Mechanical Engineering (Union College) and an MBA (University of Louisville) and brings deep distribution and M&A operating experience, including prior leadership roles at HD Supply and 15 years at GE . Under his leadership, fiscal 2024 delivered record net sales “over $7.4B,” net income $434M, Adjusted EBITDA $930M, operating cash flow ~$621M, ~$176M of buybacks (4M shares), ~$741M for 10 acquisitions, and 39% TSR, demonstrating execution across organic growth, M&A and capital returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core & Main, Inc. | Executive Chair; Chair of the Board | Executive Chair since 3/31/2025; Chair since 2/2024 | Oversees strategy and Board; ensures continuity through CEO succession |
| Core & Main (Inc./Holdings/OpCo) | Chief Executive Officer | 2014 (OpCo); 2019 (Holdings); July 2021 (Inc.) – 3/31/2025 | Led organic growth, acquisitions, and capital returns; 15th consecutive year of sales growth and 39% TSR in FY24 |
| HD Supply Waterworks | Chief Operating Officer | 2008–2012 | Operational leadership in distribution platform |
| HD Supply Lumber & Building Materials | President | 2007–2008 | Business unit leadership at scale |
| General Electric (GE) | SVP Marketing & Product Mgmt (GE Equipment Services); Retail Business Development Leader (GE Appliances) | 15 years (dates not specified) | Multi-function leadership, scaling products and go-to-market |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AAON, Inc. (NASDAQ: AAON) | Independent Director | Current | Public company board service |
Fixed Compensation
- Base salary: $935,000 in 2024 (effective 4/29/2024) .
- New employment agreement (effective 3/31/2025) sets base salary at $935,000 and target bonus of 135% of salary through April 1, 2026 .
Multi-year compensation (NEO proxy reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 836,538 | 882,885 | 924,231 |
| Stock Awards ($) | 743,791 | 839,075 | 935,089 |
| Option Awards ($) | 2,231,258 | 2,517,204 | 2,805,019 |
| Non-Equity Incentive Plan ($) | 1,700,000 | 1,256,077 | 668,677 |
| All Other Compensation ($) | 52,893 | 50,881 | 41,454 |
| Total ($) | 5,564,480 | 5,546,122 | 5,374,470 |
Perquisites (2024): executive medical benefits $2,600; vehicle benefits $22,345; company-paid life insurance $3,883; HSA match $423; plus $1,761 tax gross-up tied to a secondary life policy; 401(k) match $10,442 .
Performance Compensation
Annual cash incentive plan (MICP) design and outcome for 2024:
| Metric | Weighting | Target | Actual | Payout as % of Target |
|---|---|---|---|---|
| MICP Adjusted EBITDA | 75% | $980M | $922M | 37% |
| MICP Working Capital % (Avg AR + Inv – AP as % of Sales) | 25% | 18.6% | 18.6% | 100% |
| Weighted Total | 100% | — | — | 53% |
- 2024 MICP award: $668,677 (53% of target on $1,262,250 target at 135% of salary) .
- LTI structure: in 2024, awards were 75% stock options / 25% RSUs; both vest in 3 equal annual installments; RSUs carry dividend equivalents; “Qualifying Retirement,” death, or disability can accelerate vesting .
- 2024 grants to LeClair: 18,657 RSUs and 146,508 options at $50.12, expiring 3/7/2034; vest 1/3 annually on grant anniversaries .
Special performance shares (PSAs) approved in March 2025 (4-year performance period 2025–2028; cliff vest 3/31/2029) to align leadership with long-term goals; metrics/curves shown below. LeClair was not listed among the executives receiving the new PSAs; they were granted to CEO, CFO and certain other executives .
| PSA Metric (2028) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Net Sales | 25% | N/A | $10.0B | $11.7B |
| Adjusted EBITDA | 75% | N/A | $1.5B | $1.75B |
Equity Ownership & Alignment
- Beneficial ownership (as of 4/28/2025): 563,567 Class A shares; 1,772,945 Class B shares (paired with partnership interests via Management Feeder); combined voting power ~1.2% .
- Stock ownership guidelines: CEO 6x salary; Section 16 officers 3x; directors 5x retainer; all covered persons currently satisfy; retention requirement of 50% of net after-tax shares until compliance .
- Hedging/pledging: prohibited by policy (no hedging, pledging, or short sales) .
- Section 16 compliance: one delinquent Form 4 for LeClair related to tax-withholding share forfeitures upon RSU vesting (administrative) .
Outstanding equity (FY24 year-end):
| Instrument | Status/Detail | Quantity | Price/Strike | Expiry/Notes |
|---|---|---|---|---|
| Options (2024 grant) | Unexercisable | 146,508 | $50.12 | 3/7/2034 |
| Options (2023 grant) | Exercisable / Unexercisable | 104,103 / 208,206 | $22.11 | 3/10/2033 |
| Options (2022 grant) | Exercisable / Unexercisable | 173,918 / 86,959 | $20.81 | 3/11/2032 |
| RSUs (2024 grant) | Unvested | 18,657 | — | 3-year ratable vest |
| RSUs (2023 grant) | Unvested | 25,300 | — | 3-year ratable vest |
| RSUs (2022 grant) | Unvested | 11,914 | — | 3-year ratable vest |
Change-in-control or death/disability acceleration value (hypothetical at $56.44 stock price on 1/31/2025): RSUs $3,153,359; options $11,171,992 .
Insider selling pressure: No option exercises reported for LeClair in FY24; RSUs vested (24,564 shares, value $1,186,196 at $48.29 on 3/11/2024) . Ratable vesting over three years for new grants creates ongoing settlement flow; hedging/pledging is banned .
Employment Terms
- New Employment and Transition Agreement (effective 3/31/2025 through 4/1/2026): base salary $935,000; target MICP bonus 135% of salary .
- Severance (without cause or resignation for good reason): (i) cash equal to remaining base salary plus target MICP over the remaining term (paid in installments), (ii) accelerated vesting of unvested awards as if employed through the term, and (iii) COBRA premiums for the remaining term; subject to release .
- Definitions: detailed “cause” and “good reason” provisions; “good reason” includes material reduction in salary or target bonus percentage, material diminution in duties, title, or reporting, or relocation >40 miles, subject to notice/cure .
- Clawbacks: Dodd-Frank-compliant clawback covering excess incentive comp upon restatements; separate forfeiture policy for non-executives .
- Change-in-control (CIC): no additional severance tied to CIC; equity acceleration occurs if awards are not assumed/replaced on CIC (or upon death/disability); if assumed, vesting accelerates upon qualifying termination within 12 months post-CIC .
- 2024 legacy agreement (for reference at FY24): had larger severance (24 months salary and 2x target MICP + 12 months COBRA) on without cause/“change in employment,” superseded by the 3/31/2025 agreement .
Board Governance (Service History, Committees, Independence)
- Board service: Director since July 2021; Chair of the Board since February 2024; reclassified to Class II (term expiring 2026) in March 2025 .
- Roles: Executive Chair and Chair of the Board (non-independent, not on Board committees) .
- Lead Independent Director: established in 2024 (James G. Castellano) with robust counterbalancing authorities (agenda-setting consultation, executive sessions, shareholder outreach), maintained while LeClair is Executive Chair .
- Attendance: all directors attended ≥75% of Board and committee meetings in FY24; Board met 5 times in FY24 .
- Executive sessions: independent directors meet quarterly without management and also with the CEO .
Compensation & Incentives: Additional Detail
- Compensation philosophy emphasizes pay-for-performance, alignment via equity, and retention; Talent & Compensation Committee uses independent advisor Pearl Meyer (no conflicts) .
- Benchmarking peer group (industrial distributors and adjacent): AIT, BECN, BLDR, FAST, GMS, HLMN, IBP, MSC, POOL, SITE, BLD, GWW, WSO, WCC; Committee generally references 50th and 75th percentile levels .
- Say-on-pay: 86% approval on last vote (reflecting FY23 program) .
- Grant timing: on a preset schedule; no option grants timed around material filings in FY24 .
Compensation Structure Analysis
- Mix shift and risk: 2024 LTI was 75% options (fully at-risk to upside) and 25% RSUs; in 2025, Committee added sizable 4-year PSAs for new CEO/CFO and key execs, tightly tied to 2028 Net Sales and Adjusted EBITDA targets with no sub-target payouts, signaling high performance rigor and retention focus; LeClair’s new role did not list a PSA grant .
- Discretion and outcomes: FY24 MICP paid at 53% due to EBITDA under-target, offset by full payout on working capital; demonstrates downside sensitivity in cash incentives .
- Shareholder-aligned safeguards: robust clawback; no hedging/pledging; ownership guidelines satisfied .
Risk Indicators & Red Flags
- Dual role risk (Executive Chair + Chair): mitigated by empowered Lead Independent Director and independent committees; LeClair remains non-independent while Executive Chair .
- CIC economics: no CIC-specific severance; equity treatment follows plan rules—limits windfalls absent termination or non-assumption .
- Administrative compliance: one delinquent Form 4 for tax withholding forfeitures (technical) .
- Tax gross-ups: immaterial gross-up ($1,761) for life insurance tax; otherwise no broad gross-up programs disclosed .
Equity Ownership Snapshot (Beneficial and Incentive)
| Item | Detail |
|---|---|
| Class A common owned | 563,567 shares |
| Class B common (paired Partnership Interests) | 1,772,945 shares |
| Combined voting power | ~1.2% (A+B together voting as one class) |
| Options outstanding (selected) | 146,508 @ $50.12 (2024), 208,206/104,103 unexercisable/exercisable @ $22.11 (2023), 86,959/173,918 unexercisable/exercisable @ $20.81 (2022) |
| RSUs unvested | 18,657 (2024 grant), 25,300 (2023 grant), 11,914 (2022 grant) |
| Hedging/Pledging | Prohibited |
Employment & Contracts (Retention/Transition)
| Term | Key Provision |
|---|---|
| Agreement | New agreement effective 3/31/2025; term to 4/1/2026 |
| Base/Bonus | $935,000 salary; 135% target bonus |
| Severance | Cash equal to remaining salary + target bonus over remaining term; COBRA for remaining term; time-based vesting treated as if employed through term; release required |
| Definitions | Detailed “cause”/“good reason” with notice/cure |
| CIC | No CIC-specific severance; equity acceleration only per plan if not assumed or upon qualifying termination |
| Clawbacks | Dodd-Frank policy plus broader forfeiture policy |
| Ownership rules | CEO 6x salary; compliance met |
Investment Implications
- Incentive alignment: High at-risk mix (options-heavy LTI for 2024; robust PSA program for current executives) aligns leadership economics with multi-year top-line and EBITDA targets; LeClair’s Executive Chair pay structure remains cash+time-based equity through April 2026, with severance limited to term remaining, reducing parachute risk .
- Supply/overhang: Ratable vesting of sizeable option/RSU awards creates predictable periodic flow but hedging/pledging bans and ownership requirements temper selling pressure; LeClair had no option exercises in FY24 and only routine RSU settlements .
- Governance: Dual role risk (Executive Chair + Chair) persists but is counterbalanced by a strong Lead Independent Director and fully independent key committees; attendance and shareholder engagement practices support oversight quality .
- Pay-for-performance: FY24 cash incentive downshifts to 53% of target on EBITDA underperformance, validating downside sensitivity; long-term upside remains tied to strategic growth and margin realization highlighted by the company’s FY24 operating performance and buyback/M&A deployment under LeClair’s tenure .