| Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE In accordance with SEC rules, this section presents information about the relationship between compensation paid to our executives and certain Company financial performance metrics. For information about the Company’s compensation philosophy and objectives, please refer to the compensation discussion and analysis above, under the heading “Director and Executive Compensation.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) | COMPENSATION ACTUALLY PAID TO PEO (3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON (7): | NET INCOME (MILLIONS) (5) | MICP ADJUSTED EBITDA (MILLIONS) (6) | CORE & MAIN
TOTAL
SHAREHOLDER
RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(4) | | 2023 | $5,546,122 | $13,225,593 | $1,609,568 | $3,166,945 | $171.10 | $121.62 | $531 | $888 | | 2022 | 5,564,480 | 6,240,946 | 1,710,361 | 1,896,515 | 91.43 | 103.74 | 581 | 924 | | 2021 | 2,292,431 | 3,348,965 | 979,397 | 1,381,409 | 98.95 | 97.17 | 225 | 604 |
(1)Reflects the amount of total compensation reported in the Summary Compensation Table (“SCT”) for Stephen LeClair, our Principal Executive Officer (“PEO”) for the applicable year. See “Director and Executive Compensation—Summary Compensation Table.” (2)Reflects the average of the total compensation reported in the SCT for the Company’s NEOs as a group (excluding Mr. LeClair) for the applicable year. The NEOs included in this calculation for each of 2023, 2022 and 2021 are Mark Witkowski, John Schaller, Mark Whittenburg, and Bradford Cowles. See “Director and Executive Compensation—Summary Compensation Table.” (3)Amounts reported in this column represent the amount of compensation actually paid (“CAP”) to Mr. LeClair or the non-PEO NEOs, as applicable, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year, primarily due to unrealized gains in unvested equity awards. In accordance with the requirements of Item 402(v) of Regulation S-K, the CAP reported for Mr. LeClair and the non-PEO NEOs reflects the following adjustments to the total compensation reported in the SCT to determine the applicable CAP: | | | | | | | | | | | | | | | | | | | | | | 2023 | 2022 | 2021 | | SCT TO CAP RECONCILIATION | PEO | Average NON-PEO NEOs | PEO | Average NON-PEO NEOs | PEO | Average NON-PEO NEOs | | Reported SCT Total Compensation | $ | 5,546,122 | | $ | 1,609,568 | | $ | 5,564,480 | | $ | 1,710,361 | | $ | 2,292,431 | | $ | 979,397 | | | Value of stock options and RSUs reported in SCT | (3,356,279) | | (668,682) | | (2,975,049) | | (625,652) | | — | | — | | | Year-end fair value of unvested stock options and RSUs granted in the current fiscal year | 8,559,699 | | 1,705,345 | | 3,393,622 | | 713,678 | | — | | — | | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 2,624,073 | | 551,843 | | — | | — | | (103,989) | | (39,568) | | | Difference in fair values between prior year-end fair values and vesting date fair values for awards granted in prior years | (148,022) | | (31,129) | | 257,893 | | 98,128 | | 1,160,523 | | 441,580 | | | Total Adjustments | 7,679,471 | | 1,557,377 | | 676,466 | | 186,154 | | 1,056,534 | | 402,012 | | | CAP: | $13,225,593 | $3,166,945 | $6,240,946 | $1,896,515 | $3,348,965 | $1,381,409 |
The fair value of stock options reported in this table were determined using the Black-Scholes option pricing model. The assumptions used for purposes of calculating fair values of stock options as of the vesting date or fiscal year-end date, as applicable, are (i) the expected life of each stock option is based on the “simplified method” using an average of the remaining vesting period and remaining term as of the applicable vesting date or fiscal year end date; (ii) the exercise price is based on each grant date closing price and asset price is based on the applicable vesting date or fiscal year end closing price; (iii) the risk free interest rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the applicable vesting date or fiscal year end date; and (iv) historical volatility is based on daily price history for the expected life of the stock option prior to the applicable vesting date or fiscal year end date. The portion of CAP that is based on fiscal year-end share price reflects the share prices of $40.55, $21.67 and $23.45 for fiscal year 2023, 2022 and 2021, respectively. (4)Represents the weighted peer group total shareholder return (“TSR”), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 400 Industrials Index, a published industry index. (5)Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the 2023 Form 10-K for the applicable fiscal year. (6)MICP Adjusted EBITDA is calculated as Adjusted EBITDA (calculated as described in our 2023 Form 10-K) less the estimated Adjusted EBITDA of acquisitions completed subsequent to the establishment of the MICP Adjusted EBITDA target. See “Director and Executive Compensation – Elements of Our Executive Compensation Program – Short-Term Incentives”. The Company has determined that MICP Adjusted EBITDA is the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs to Company performance (7)These columns represent the value at the end of the respective fiscal year of a $100 initial investment on July 23, 2021, the date of our IPO, for our Class A common stock and the S&P 400 Industrials Index. We measure the total shareholder return in a fiscal year as the change from the cumulative investment value from the prior fiscal year-end value divided by the cumulative investment value as of the prior fiscal year-end.
|
|
|