Enpro Inc DEF 14A, filed Mar 24, 2025

Enpro Inc. (NPO)

DEF 14A 2025-03-24 For: 2025-04-30

View Original

Added on June 12, 2026

About this DEF 14A

Enpro Inc filed this DEF 14A on March 24, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12


Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter from our President and Chief Executive Officer	i
Notice of 2025 Annual Meeting of Shareholders	ii
Proxy statement highlights	1
Proposal 1—Election of directors	8
Nominees for election	9
Director independence	14
Director experiences and qualifications	14
Director candidate qualifications	14
Director diversity	15
Nomination process	15
Board leadership structure	16
Committee structure	16
Board, committee and director evaluations	17
Risk oversight	18
Meetings and attendance	18

Corporate governance policies and practices	19
Corporate Governance Guidelines and Code of Business Conduct	19
Corporate social responsibility and sustainability	19
Compensation Committee interlocks and insider participation	21
Our engagement with shareholders	21
Communications with the board	22
Director compensation	22

Proposal 2—Advisory vote approving executive compensation	24
Compensation discussion and analysis	25
Our named executive officers	25
Executive summary	25
About Enpro	25
Summary of business highlights	26
Shareholder engagement	26
2024 executive compensation decisions at a glance	27
Changes for 2025	28
Best compensation practices and policies	28
What guides our executive compensation program	28
Key elements of compensation	29
The decision-making process	30
2024 executive compensation decisions in detail	31
Other compensation practices, policies and guidelines	35

Compensation and Human Resources Committee report on executive compensation	39
Executive compensation	40
Summary compensation table	40
Grants of plan-based awards	42
Outstanding equity awards at fiscal year-end	45
Option exercises and stock vested	47
Pension benefits	47
Non-qualified deferred compensation	48
Potential payments upon termination or change in control	50
Pay versus performance	53
CEO pay ratio	57

Proposal 3—Approval of an amendment and restatement of our 2020 Equity Compensation Plan	58
Key features	58
Information on equity compensation plans as of March 3, 2025	59
Summary of the Equity Plan	59
New plan benefits	62
Federal income tax information	63

Proposal 4—Ratification of PricewaterhouseCoopers LLP as our company’s independent registered public accounting firm for 2025	65
Independent registered public accounting firm	66
Audit Committee report	67
General information	68
Beneficial ownership of our common stock	72
Beneficial owners of 5% or more of our common stock	72
Director and executive officer ownership of our common stock	73
Section 16(a) reports	74

Other matters	74
Shareholder proposals	74
Appendix A—Annual performance plan measures	A-1
Appendix B—Enpro Inc. Amended and Restated 2020 Equity Compensation Plan	B-1

DATE:	Wednesday, April 30, 2025

TIME:	11:30 a.m. (Eastern Time)

PLACE:	5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina.

RECORD DATE:	March 7, 2025. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

PROXY VOTING:	Your vote is Important. Whether or not you expect to attend our shareholders meeting, we urge you to vote your shares. Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

ITEMS OF BUSINESS AND BOARD VOTING RECOMMEDATIONS:	Proposal No.	Description of Proposal	Board Voting Recommendation	Page
	1	Elect ten directors from the nominees described in the accompanying proxy statement	“For” each director nominee	8
	2	Advisory vote to approve executive compensation	“For”	24
	3	Approve the Enpro Inc. Amended and Restated 2020 Equity Compensation Plan	“For”	58
	4	Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025	“For”	65



PROXY STATEMENT SUMMARY		BOARD OF DIRECTORS OVERVIEW
PROXY STATEMENT SUMMARY		BOARD OF DIRECTORS OVERVIEW

				Committee memberships
Director nominees		Age	Indep.	AC	CC	NC	EC

	Eric A. Vaillancourt President and Chief Executive Officer, Enpro Inc.	61					Chair
	William Abbey Executive Vice President and Chief Commercial Officer, Arm Limited	54	·	·	·	·
	Allison K. Aden Executive Vice President, Chief Financial Officer and Treasurer, Cavco Industries, Inc.	63	·	·	·	·
	Thomas M. Botts Retired Executive Vice President, Global Manufacturing, Shell Downstream Inc.	70	·	·	Chair	·	·
	Felix M. Brueck Director Emeritus, McKinsey & Company, Inc.	69	·	·	·	·
	Adele M. Gulfo Former Chief Executive Officer, Biopharma Commercial Unit, Sumitomo Pharma America	62	·	·	·	·
	David L. Hauser (Chairman of the Board) Former Chairman and Chief Executive Officer, FairPoint Communications, Inc.	73	·	·	·	·	·
	John Humphrey Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc.	59	·	Chair	·	·	·
	Ronald C. Keating President and Chief Executive Officer, Excelitas Technologies Corp.	56	·	·	·	·
	Judith A. Reinsdorf Former Executive Vice President and General Counsel, Johnson Controls International plc	61	·	·	·	Chair	·

AC	—	Audit and Risk Management Committee	CC	—	Compensation and Human Resources Committee
NC	—	Nominating and Corporate Governance Committee	EC	—	Executive Committee



PROXY STATEMENT SUMMARY		Governance policies and practices overview
PROXY STATEMENT SUMMARY		Governance policies and practices overview

Board refreshment	Board refreshment balances experience with fresh insights and expands diversity Five new directors joined the board of directors in the past five years
Accountability to shareholders	Annual director elections Resignation policy for directors who fail to get majority vote Annual “say-on-pay” vote Annual shareholder outreach, with proactive and regular engagement throughout the year
Annual assessment	Annual Board, committee and individual director evaluations
Alignment with shareholder interests	All directors own company stock Stringent stock ownership guidelines for directors, executives and other key employees Anti-pledging and anti-hedging policies
Independent board	Independent board chair Independent directors meet regularly in executive sessions without management
Succession planning	Annual review of management and director succession planning and management development by the board of directors
Sustainability and social responsibility	Nominating and Corporate Governance Committee advises on sustainability and social responsibility matters and receives regular updates from the management team

~200	Top 30

Regular discussions with current and potential shareholders, representing 60% of outstanding shares	Shareholders proactively engaged on corporate governance matters, representing 85% of outstanding shares



PROXY STATEMENT SUMMARY		Executive compensation overview
PROXY STATEMENT SUMMARY		Executive compensation overview

Compensation Element	Key Characteristics
Annual Performance Plan Awards	Based on pre-established company goals relating to adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) measured against companywide achievement.
Performance Share Awards	Grants with payout based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). The Performance Share Awards are denominated as stock units, with units being paid out in an equal number of shares of common stock plus cash in an amount equal to the dividend equivalents.
Stock Options	The stock options vest and become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the grant date, with a per share exercise price equal to the closing stock price on the date of the grant. No vesting upon a change in control if the awards are assumed by the acquirer.
Restricted Stock Units	Awards vest in equal installments on the first, second and third anniversaries of the date of the award generally subject to continued employment. No vesting upon a change in control if the awards are assumed by the acquirer.


2025 PROXY STATEMENT		ENPRO INC.


2025 PROXY STATEMENT	i	ENPRO INC.


2025 PROXY STATEMENT	ii	ENPRO INC.


2025 PROXY STATEMENT	1	ENPRO INC.



PROXY STATEMENT SUMMARY		Sustainability and social responsibility highlights
PROXY STATEMENT SUMMARY		Sustainability and social responsibility highlights



PROPOSAL 1 — ELECTION OF DIRECTORS		NOMINEES FOR ELECTION
PROPOSAL 1 — ELECTION OF DIRECTORS		NOMINEES FOR ELECTION



PROPOSAL 1 — ELECTION OF DIRECTORS		Director independence
PROPOSAL 1 — ELECTION OF DIRECTORS		Director independence

Experience/Qualifications	Abbey	Aden	Botts	Brueck	Gulfo	Hauser	Humphrey	Keating	Reinsdorf	Vaillancourt
Corporate Governance		·				·	·	·	·
Designated Audit Committee Financial Expert		·				·	·
Government/Regulatory/Legal			·		·	·		·	·
Experience in One or More of Enpro’s End Markets	·		·	·	·			·	·	·
Human Resources/Compensation	·		·	·				·		·
International Experience	·	·	·	·	·	·	·	·	·	·
M&A/Business Development	·	·	·	·	·	·	·	·	·	·
Manufacturing/Operations	·	·	·	·			·	·		·
Risk Assessment/Risk Management		·				·	·	·	·	·
Sales/Marketing	·			·	·			·		·
Senior Leadership/Executive	·	·	·		·	·	·	·	·	·
Technical Innovation/Product Development	·			·	·			·



PROPOSAL 1 — ELECTION OF DIRECTORS		Director candidate qualifications
PROPOSAL 1 — ELECTION OF DIRECTORS		Director candidate qualifications



PROPOSAL 1 — ELECTION OF DIRECTORS		Nomination process
PROPOSAL 1 — ELECTION OF DIRECTORS		Nomination process



PROPOSAL 1 — ELECTION OF DIRECTORS		Committee structure
PROPOSAL 1 — ELECTION OF DIRECTORS		Committee structure



PROPOSAL 1 — ELECTION OF DIRECTORS		Risk oversight
PROPOSAL 1 — ELECTION OF DIRECTORS		Risk oversight



Corporate governance policies and practices		Corporate social responsibility and sustainability
Corporate governance policies and practices		Corporate social responsibility and sustainability



Corporate governance policies and practices		Communications with the board
Corporate governance policies and practices		Communications with the board



Corporate governance policies and practices		Director compensation
Corporate governance policies and practices		Director compensation

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)
(a)	(b)		(c)		(g)		(h)

William Abbey		100,000		132,423		—		232,423
Allison K. Aden		15,618		18,891		—		34,509
Thomas M. Botts		115,000		132,423		17,667		265,090
Felix M. Brueck		100,000		132,423		14,164		246,586
Adele M. Gulfo		100,000		132,423		4,939		237,361
David L. Hauser		200,000		132,423		35,174		367,597
John Humphrey		120,000		132,423		10,504		262,926
Ronald C. Keating		100,000		132,423		—		232,423
Judith A. Reinsdorf		110,000		132,423		—		242,423
Kees van der Graaf		33,791		44,361		4,474		82,626

Director	Number of Phantom Shares

William Abbey		—
Allison K. Aden		—
Thomas M. Botts		14,832
Felix M. Brueck		11,871
Adele M. Gulfo		4,042
David L. Hauser		29,596
John Humphrey		9,902
Ronald C. Keating		1,598
Judith A. Reinsdorf		432



Compensation discussion and analysis		Executive summary
Compensation discussion and analysis		Executive summary

What we do
ü	*We make variable, performance-based compensation a significant component* of each executive officer’s total compensation and increase the proportion of variable compensation to total compensation as levels of responsibility increase.
ü	*We balance short-term and long-term compensation* to discourage short-term risk-taking at the expense of improvement in long-term results.
ü	*Our long-term compensation awards are all stock based,* with awards since 2023 being settled in shares of our stock.
ü	*We require meaningful stock ownership and retention* at levels that increase with responsibility.
ü	*We use a performance measure relative to the performance for comparable companies* for long-term incentive awards.
ü	*The Committee uses an independent executive compensation consultant,* which reports directly to the Committee and does not provide any other services to our company.
ü	*We have clawback policies* for the recovery from executive officers, following a restatement of our financial results, of any excess performance-based compensation to the extent it was based on pre-restatement results.
What we don’t do
X	*We do not have employment agreements with any executive officers.*
X	*We do not provide for any tax gross-ups on termination payments following a change in control.*
X	*We do not permit pledging of, or hedging transactions on, our stock.*
X	*We do not fully vest time-based equity awards in less than three years.*
X	*We do not re-price stock options without shareholder approval or permit discounted stock options.*



Compensation discussion and analysis		What guides our executive compensation program
Compensation discussion and analysis		What guides our executive compensation program

	Compensation Element	Rationale	Key Characteristics
SHORT-TERM	Base Salary	To compensate the executive fairly and equitably, including as compared to external market peers.	Fixed compensation that is reviewed annually.
SHORT-TERM	Annual Performance- Based Incentive Awards (Annual Performance Plan)	To align executives’ decisions with the key annual financial performance metrics that drive our business strategy, including profitability, cash flow and resource efficiency.	Based on pre-established company goals relating to adjusted EBITDA and Cash Flow Return on Operating Capital (Cash Flow ROIC), with corporate executives measured against companywide achievement.
LONG-TERM	Long-Term Awards	To align executives with shareholder interests, to reinforce, incentivize and reward long-term value creation, and to provide a retention incentive.	Variable compensation component. Reviewed and granted annually.
	Performance Share Awards (30% of LTI)	To motivate executives by linking incentives to our relative total shareholder return (rTSR), driving effective decision making and furthering the alignment between our executive officers and our shareholders.	The Performance Share Awards are denominated as stock units, with the amount of stock units earned being based on our three-year rTSR, which measures performance relative to peers, that are paid out in shares of common stock plus cash in an amount equal to the dividend equivalents.
	Stock Options (30% of LTI)	To align leadership interests with shareholder value by focusing on stock price growth rather than specific financial goals, increase at-risk compensation and incentivize long-term value creation, reward for sustained company performance over time.	The stock options generally vest, subject to continued employment, in equal installments on the first, second and third anniversaries of the grant date, with a per share exercise price equal to the closing stock price on the date of the grant. No vesting upon a change in control if the awards are assumed by the acquirer.
	Restricted Stock Units (40% of LTI)	To motivate the appropriate actions and decisions that deliver superior long-term total shareholder return and support our executive retention objectives.	Awards vest in equal installments on the first, second and third anniversaries of the date of the award generally subject to continued employment. No vesting upon a change in control if the awards are assumed by the acquirer.
OTHER	Health/Welfare Plan and Retirement/ Deferral Benefits	To provide competitive benefits promoting employee health and productivity and supporting financial security.	Fixed compensation component.
	Perquisites and Other Benefits	These are very minimal and are provided to assist in attracting and retaining executive officers.	Fixed compensation component.
	Change-in-Control Protection	To provide continuity of management and bridge future employment if terminated in connection with a change-in-control.	Fixed compensation component; “double-trigger”—i.e., only paid in the event employment is terminated other than “for cause” or for “good reason”—in connection with a change in control.
	Health/Welfare Plan and Retirement/ Deferral Benefits	To provide competitive benefits promoting employee health and productivity and supporting financial security.	Fixed compensation component.



Compensation discussion and analysis		2024 executive compensation decisions in detail
Compensation discussion and analysis		2024 executive compensation decisions in detail

	Performance Levels									Actual Performance
(dollars in millions)	Threshold			Target			Maximum			Amount			Weighted Payout %

Adjusted EBITDA⁽¹⁾	$	245.7		$	277.6		$	309.5		$	258.8			35.3	%
Cash Flow ROIC⁽¹⁾		24.8	%		27.6	%		30.4	%		30.0	%		93.9	%

	Target Payout, as Percentage of Salary	Actual Payout, as Percentage of Salary

Vaillancourt	100%	129.3%
Bruderek	70%	90.5%
McLean	60%	77.6%
Bower	45%	58.2%
Joiner	50%	64.7%
Childress	70%	90.5%