---
schema_version: "secwatch.filing_event.v1"
accession: "0001856525-24-000006"
form_type: "8-K"
ticker: "CNM"
cik: "0001856525"
company_name: "Core & Main, Inc."
filed_at: "2024-02-08T23:59:59+00:00"
generated_at: "2026-06-06T05:52:13.930183+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Core & Main CEO LeClair appointed Chairman; CD&R directors resign after fund exits

## Summary
- Four CD&R-affiliated directors (Berges, Rorick, Sleeper, Zrebiec) resigned Feb 7, 2024.
- Board reduced from 12 to 8 members, eliminating vacancies from resignations.
- CEO Stephen LeClair appointed Chairman; James Castellano named Lead Independent Director.
- CD&R completed sale of its remaining stake in Core & Main on January 25, 2024.
- Kathleen Mazzarella appointed chair of nominating and governance committee.

## SEC filing metadata
- accession: 0001856525-24-000006
- form_type: 8-K
- ticker: CNM
- cik: 0001856525
- company_name: Core & Main, Inc.
- filed_at: 2024-02-08T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/cnm-20240207.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001856525-24-000006
- JSON: https://secwatch.observer/filing/0001856525-24-000006.json
- Plain text: https://secwatch.observer/filing/0001856525-24-000006.txt

## Key facts
- Executive change
  James G. Castellano was appointed as Lead Independent Director at Core & Main, Inc..
  - Action: appointed
  - Role: Lead Independent Director
  source text: In addition, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed James G. Castellano to the newly created position of Lead Independent Director of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm
- Executive change
  Jonathan L. Zrebiec resigned as Director at Core & Main, Inc..
  - Action: resigned
  - Role: Director
  source text: Further, on February 7, 2024, Ian A. Rorick, Nathan K. Sleeper and Jonathan L. Zrebiec each informed the Company of their decision to resign from their positions as members of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm
- Executive change
  Ian A. Rorick resigned as Director at Core & Main, Inc..
  - Action: resigned
  - Role: Director
  source text: Further, on February 7, 2024, Ian A. Rorick, Nathan K. Sleeper and Jonathan L. Zrebiec each informed the Company of their decision to resign from their positions as members of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm
- Executive change
  Stephen O. LeClair was appointed as Chair of the Board at Core & Main, Inc..
  - Action: appointed
  - Role: Chair of the Board
  source text: On February 7, 2024, the Board, upon the recommendation of the Nominating and Governance Committee of the Board, appointed Stephen O. LeClair to replace James G. Berges as Chair of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm
- Executive change
  James G. Berges resigned as Chair of the Board at Core & Main, Inc..
  - Action: resigned
  - Role: Chair of the Board
  source text: On February 7, 2024, James G. Berges informed Core & Main, Inc. (the “Company”) of his decision to resign from his position as Chair of the board of directors (the “Board”) of the Company, various committees of the Board and as a member of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm
- Executive change
  Nathan K. Sleeper resigned as Director at Core & Main, Inc..
  - Action: resigned
  - Role: Director
  source text: Further, on February 7, 2024, Ian A. Rorick, Nathan K. Sleeper and Jonathan L. Zrebiec each informed the Company of their decision to resign from their positions as members of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1856525/000185652524000006/0001856525-24-000006-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.