Stephen O. LeClair
DYCOM INDUSTRIESAbout Stephen O. LeClair
Independent director appointed to Dycom Industries’ (DY) Board on November 10, 2025, with a term through the 2026 Annual Meeting; the Board determined him independent under NYSE and company guidelines . He serves as Executive Chair and Chair of the Board of Core & Main (NYSE: CNM), and as a director of AAON, Inc. (NASDAQ: AAON) . Education: MBA from the University of Louisville and B.S. in Mechanical Engineering from Union College . Form 3 filed upon appointment reported no beneficial ownership in DY at that time .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Core & Main, Inc. (CNM) | Executive Chair; Chair of the Board | Exec Chair: 2025–present; Chair: 2024–present | Oversaw corporate strategy and growth; led separation from HD Supply (2017) and successful IPO (2021) |
| Core & Main, Inc. | Chief Executive Officer | Aug 2017–Mar 2025 | Led transformation and growth strategy |
| HD Supply Waterworks / HD Supply Lumber & Building Materials | President | Waterworks: (date not specified); Lumber & Building Materials until divestiture in 2008 | Operational leadership; divestiture to ProBuild in 2008 |
| HD Supply | Chief Operating Officer; President; Senior Director of Operations | COO 2008–2011; President 2011–2017; Senior Director 2005 | Enterprise operations and strategy |
| General Electric (GE) | Senior Vice President, Equipment Services; roles at GE Appliances & Power Generation | (dates not specified) | Distribution, manufacturing, and sales leadership |
External Roles
| Company | Role | Start Date | Status | Notes |
|---|---|---|---|---|
| Core & Main, Inc. (CNM) | Executive Chair | 2025 | Current | Also Chair of the Board since 2024 |
| Core & Main, Inc. (CNM) | Chair of the Board | 2024 | Current | Board leadership |
| AAON, Inc. (AAON) | Director | 2017 | Current | Public company HVAC manufacturer |
Board Governance
- Appointment effective immediately; term until the 2026 Annual Meeting; Board size increased from nine to ten upon his appointment .
- Determined “independent” per NYSE Listing Standards and Corporate Governance Guidelines; no Item 404(a) related-party transactions disclosed .
- No committee assignments at appointment; all standing committees (Audit, Compensation, Corporate Governance, Finance) comprised of independent directors; robust governance framework including majority voting, executive sessions, mandatory retirement, and term limits .
- Board meeting attendance in FY2025: 11 meetings; all directors attended ≥95% of Board meetings and 100% of their committee meetings (historical benchmark; not specific to LeClair) .
- Policies: prohibition on hedging and pledging of company stock; director stock ownership guidelines of 5× annual cash retainer, with 50% net-after-tax share retention until threshold met (guidelines apply to non-employee directors; compliance expected within five years) .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non-employee director retainer (FY2026), prorated from start date | $80,000 |
| Meeting fees (Board) | In-person; telephonic | $2,250; $1,000 per meeting |
| Meeting fees (Committees) | In-person; telephonic | $1,250; $750 per meeting |
| Committee chair fees | Audit; Compensation; Corporate Governance; Finance | $20,000; $15,000; $15,000; $10,000 (not applicable unless assigned) |
| Chairman of Board retainer | Non-exec Chair (reference program) | $150,000 (for Board Chair; not applicable to LeClair) |
The 8-K states meeting fees will be consistent with the Company’s program; the latest proxy details fee levels shown above .
Performance Compensation
| Equity Instrument | Grant Date | Grant Date Fair Value | Vesting / Terms |
|---|---|---|---|
| RSUs (Director grant) | Nov 7, 2025 | $175,000 | Subject to Director Equity Plan; director RSUs vest ratably over 3 years (typical program design) |
- The 2017 Director Equity Plan authorizes RSUs and other awards; for FY2025, continuing directors were granted RSUs that vest ratably over three years, with optional deferral; as of Jan 25, 2025, 106,436 shares remained available under the plan .
- No stock options were disclosed for LeClair’s appointment; the 8-K specifies RSUs only .
Other Directorships & Interlocks
| Company | Role | Public Company Board Count (DY Policy) | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Core & Main, Inc. | Executive Chair; Chair | DY guideline: ≤3 public boards; LeClair serves at CNM, AAON, and DY (within limit) | Board reviewed independence; no related-party transactions under Item 404(a) |
| AAON, Inc. | Director | See above | No related-party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Extensive executive leadership in distribution, infrastructure and industrial services, including CEO tenure and board leadership at Core & Main (separation from HD Supply and IPO execution) .
- Operational depth: COO and President roles at HD Supply; SVP at GE Equipment Services; roles across appliances and power generation in distribution/manufacturing/sales .
- Education: MBA (University of Louisville), BS Mechanical Engineering (Union College) .
Equity Ownership
| Item | Detail | Amount/Status |
|---|---|---|
| Beneficial ownership at appointment | Form 3 initial statement | No securities beneficially owned |
| RSU award | Grant date fair value | $175,000 (Nov 7, 2025) |
| Ownership guidelines | Non-employee directors must hold stock ≥5× annual cash retainer; must retain 50% net-after-tax shares until threshold reached; expected compliance within five years | Applies to LeClair (threshold based on retainer at appointment) |
| Hedging/pledging | Prohibited for directors | Alignment policy prohibiting hedges/pledges/short sales |
Insider Trades
| Form | Filing Date | Key Disclosure |
|---|---|---|
| Form 3 (Initial Statement) | Nov 10, 2025 | Reported no beneficial ownership in DY at time of appointment |
Governance Assessment
- Strengths: Board affirmed independence; no related-party transactions; equity-heavy director pay (RSUs) aligns incentives; strict anti-hedging/pledging and robust stock ownership guidelines support alignment .
- Compensation signals: Retainer ($80k) and RSU grant ($175k) exceed prior program’s $75k cash retainer and typical $150k RSU grant, indicating a recalibration of director pay; equity emphasis maintained .
- Board capacity/compliance: DY guidelines limit service to ≤3 public company boards; LeClair’s roles at CNM, AAON, and DY meet this limit; Board expanded to 10 members with his appointment, supporting refreshment .
- Engagement/committee work: No committee assignment at appointment; committee placement will be relevant for oversight impact (audit/comp/finance/governance); prior Board attendance benchmarks are strong but not yet applicable to LeClair .
- Potential risks/red flags to monitor: Time commitment as Executive Chair at CNM alongside two other public boards (watch for attendance and committee engagement); any future related-party transactions or pledging/hedging violations (currently none disclosed) .