NPO Enpro Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Enpro Inc.

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Annual Meeting of Shareholders

The 2025 Annual Meeting of Shareholders of Enpro Inc.
will be held at:

5605 Carnegie Boulevard, Suite 500,
Charlotte, North Carolina 28209

Wednesday, April 30, 2025 at 11:30 a.m.

Contents

Enpro Inc.   5605 Carnegie Boulevard Suite 500 Charlotte, North Carolina 28209

Letter from our

President and Chief Executive Officer

Dear Shareholder: On behalf of the board of directors and management of Enpro Inc., I invite you to our annual meeting of shareholders. It will be held at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, on Wednesday, April 30, 2025 at 11:30 a.m.

This year, our shareholders will be asked to:

Enpro Inc.   5605 Carnegie Boulevard, Suite 500 Charlotte, North Carolina 28209

Notice of 2025

Annual Meeting of Shareholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING

TO BE HELD ON APRIL 30, 2025: The proxy statement and 2024 annual report to shareholders are available at:

http://www.enpro.com/shareholder-meeting.

By order of the Board of Directors,

Thomas A. Price

Secretary

March 24, 2025

Proxy statement highlights

This summary highlights information contained elsewhere in our proxy statement. Because this summary does not contain all of the information you should consider, you should read the entire proxy statement carefully before voting.

2024 revenue contribution

Board of directors overview

See “Proposal 1—Election of directors” (page 8) and “Corporate governance policies and practices” (page 19) for more information.

Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experiences, perspectives, skills, and industry and market backgrounds, as well as varying lengths of tenure, are critical elements of a highly functioning board.

Our director nominees

				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	·

Board snapshot: tenure and diversity

Governance policies and practices overview

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive board, held to the highest standards of corporate governance, is a tangible advantage for our shareholders and for our businesses. Our board makes substantial efforts to meet such standards.

Shareholder engagement

Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, business continuity and sustainability initiatives, and governance, management succession and compensation practices.

During these conversations, our shareholders noted general support for our company-wide compensation, retention and benefits programs. We communicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

Executive compensation overview

For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 24), “Compensation discussion and analysis” (page 25) and “Executive compensation” (page 40).

Our board of directors recommends that you vote “For” our advisory proposal on executive compensation. The non-binding, advisory vote gives our shareholders the opportunity to approve the compensation paid to individuals identified as named executive officers in this proxy statement.

Our compensation practices

Our programs are designed to reward success. Our compensation programs enable us to align the interests of our executive officers with the interests of our shareholders and to reward our executives for superior performance. This practice allows us to attract and retain talented and highly motivated executive management who are capable of driving our success and building value for our shareholders.

We achieve our objectives through compensation that:

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. In 2024, we awarded stock options and restricted stock units that vest over three years and Performance Share Awards that vest based on our relative total shareholder return over a three-year period, both to encourage retention and to provide incentives for performance to increase the value of our shares.

We have structured our compensation programs to align with the interests of our shareholders and to result in payment based on our performance.

We employ best practices in executive compensation.

Compensation analysis

2024 target compensation rewards success. The following charts show the relative portion of our Chief Executive Officer’s 2024 target compensation and the average target compensation of the other named executive officers included in the summary compensation table appearing on page 40. Target compensation consists of the base salary for 2024, target annual performance-based cash compensation awards made in 2024, target Performance Share Awards (PSAs), stock options and restricted stock units (RSUs) awarded in 2024 (based on the grant date value of such equity awards) and other 2024 compensation, principally company contributions to defined contribution retirement plans.

The following table summarizes key characteristics of the annual performance plan awards and long-term equity awards granted to executive officers in 2024:

Compensation program outcomes. The Committee selected the performance measures for the awards made in 2024 under our annual performance plan because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. In February 2022, executive officers were granted Performance Share Awards, similar to the Performance Share Awards granted in 2024, but with a three-year performance period that ended on December 31, 2024 and are paid solely in cash based on the value of our shares at the time of payout. The following summarizes the actual payout to the executive officers, relative to the target levels, for 2024 under the annual performance plan and of the Performance Share Awards for the 2022-2024 performance cycle.

Changes for 2025. The 2025 compensation program is structurally similar to the 2024 program, except that the weighting of the performance measures under the annual performance plan was adjusted to 70% based on adjusted EBITDA and 30% based on Cash Flow ROIC.

Sustainability and social responsibility highlights

Enpro’s commitment to sustainability and social responsibility is reflected in our ongoing efforts to create long-term value for our stakeholders while minimizing our environmental footprint and fostering positive social impact. For more information on our sustainability policies and programs, please see our most recent Sustainability Report, which is available on our website, www.enpro.com.

Progress on our sustainability and social responsibility priorities

Proposal 1—Election of directors (Item 1 on the proxy card)

At our annual meeting, shareholders will elect ten directors who will hold office until our 2026 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors whose current terms expire upon the election of directors at the meeting.

In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. Allison K. Aden, who joined the board in November 2024, brings deep expertise in accounting, financial reporting, corporate strategy, mergers and acquisitions, IT and cybersecurity. Ms. Aden is one of four new independent directors added to the board over the past four years as the result of deliberative processes undertaken by the Nominating and Corporate Governance Committee of our board of directors. This committee is composed entirely of independent directors, and Ms. Aden was recommended to the Nominating and Corporate Governance Committee by a director search firm retained by the Nominating and Corporate Governance Committee.

All nominees have indicated that they are willing to serve as directors if elected. Properly executed proxies that do not contain voting instructions will be voted for the election of each of these nominees. If any nominee should become unable or unwilling to serve, the proxies will be voted for the election of a person designated by the board of directors to replace the nominee. Under our bylaws, no person less than 18 years of age is eligible to be elected as a director.

The board of directors unanimously recommends that you vote “FOR” the election of each of these nominees.

Nominees for election

Director independence

The Enpro board believes a substantial majority of its directors should be independent. In connection with its nomination of the director nominees listed in this proxy statement, the board considered the independence of each person nominated by the board of directors for election as a director and determined that each of the nominees, other than Mr. Vaillancourt, is independent. Mr. Vaillancourt is an employee and is not considered independent.

To determine independence, the board used the definition of an “independent director” in the listing standards of the New York Stock Exchange (the “NYSE”) and our Corporate Governance Guidelines, which categorize a director as independent only if the board affirms the director has no outside material relationship with our company (either directly or as a director, partner, shareholder or officer of an organization that has a relationship with us). Each director has completed a questionnaire to identify any relationships he or she may have with us or with any of our executive officers or other directors. After discussing all relationships disclosed in the responses to these questionnaires, including the relationship involving Mr. Keating described in “Compensation Committee interlocks and insider participation” below, the board determined that no director, except Mr. Vaillancourt, has a material relationship with the company other than as a director and all directors, except for Mr. Vaillancourt, are independent.

Director experiences and qualifications

Director Nominee Experience and Qualifications

Director candidate qualifications

When considering candidates for director, the Nominating and Corporate Governance Committee takes into account a number of factors, including whether the candidate is independent from management and the company, whether the candidate has relevant business and industry experience, the composition of the existing board, and the candidate’s existing commitments to other businesses. All candidates must meet the requirements of our Corporate Governance Guidelines. Those requirements include:

The Nominating and Corporate Governance Committee will consider candidates for director who are recommended by shareholders. Shareholders who wish to suggest a candidate for nomination should send a written statement addressed to our Secretary at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209. See “Shareholder Proposals” on page 74 for a description of the requirements to be followed under our bylaws in submitting a candidate and the content of the required statements.

Director diversity

Enpro seeks directors with a diverse set of experiences, perspectives, skills and industry and market backgrounds, as well as tenure of service as a director. Our board of directors and its Nominating and Corporate Governance Committee believe this diversity helps the board to make sound decisions that drive shareholder value. Diversity of professional experience, skills and industry and market backgrounds is highlighted in the director experience and qualifications matrix presented above and in their respective biographies outlined on the foregoing pages. Our Corporate Governance Guidelines provide that when conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include candidates in the pool of nominees consistent with our commitment to diversity, and any search firm engaged by the Nominating and Corporate Governance Committee will affirmatively be instructed to seek to include such candidates.

The following charts illustrate the tenure, age, gender and racial/ethnic identification of the nominees for election as directors.

Nomination process

The Nominating and Corporate Governance Committee annually reviews the skills of our current directors with all of the skills we have identified as necessary to maintain an attentive, high-functioning board. In connection with nomination of the slate of directors that the board of directors proposes for election by the shareholders each year, the Nominating and Corporate Governance Committee evaluates incumbent directors’ continuation on the board of directors. Before recommending a sitting director for re-election, the Committee considers whether the director’s re-election would be consistent with the criteria for board membership in our Corporate Governance Guidelines (as described above) and the skills identified in the matrix used by the Committee (as described above), as well as prior shareholder votes for the election of the director and applicable rules and requirements of the SEC and NYSE. An individual incumbent director’s re-nomination is dependent upon a performance assessment and suitability review conducted by the Committee. The performance assessment takes into account the director’s participation in and contribution to the activities of the board. The Committee will also consider whether there is any evolving need for additional skills. When the Committee identifies desirable skills that are lacking among incumbent directors, the Committee searches to identify candidates who would add the missing skills. The search includes soliciting suggestions from incumbent directors, management or others and evaluating suggestions submitted by shareholders. The Committee may also engage a third party to identify and evaluate candidates.

The Committee evaluates the candidates and if it agrees on the suitability of a candidate, the candidate is interviewed by each member of the board of directors. The Committee may also ask the candidate to meet with management. If the Committee concludes a candidate has skills that would add value to the board and the candidate meets all of the requirements for membership, the Committee will recommend the candidate to the full board for nomination for election or appointment (if the purpose of the search was to fill a vacancy).

Our directors share certain characteristics that we believe are critical to effective board membership. They include sound and mature business judgment, critical thinking skills essential to intelligent decision-making, experience in policy making and risk assessment, integrity and honesty, and the ability to collaborate effectively. These characteristics, and the specific experiences and qualifications noted in the biographies found in the section headed “Nominees for Election” support the board’s nomination for election of each of these individuals.

Board leadership structure

The primary responsibility of our board of directors is to oversee and direct management in its conduct of our business. Members of the board are kept informed about our business through discussions with the Chairman and our officers, by reviewing materials provided to them, and by participating in board and committee meetings. In addition, non-management directors meet periodically in executive session without members of management present. These sessions are presided over by the Chairman of the Board of Directors, presently Mr. Hauser, who is functionally our lead independent director.

We believe that the positions of Chairman of the Board of Directors and Chief Executive Officer should be held by separate individuals, and they have been since the inception of our company. The role of Chairman is a non-executive position currently filled by Mr. Hauser, an independent director. Mr. Vaillancourt, our Chief Executive Officer, is the only current director who is employed by the company. This structure continues to be appropriate for our company given the individuals serving in those positions. Mr. Hauser is a former chief executive officer of a publicly held company and serves and has served as a director of other public companies. This experience, coupled with his knowledge of and familiarity with our company and its businesses through his service on our board of directors, gives him the ability to serve as a valuable sounding board for our Chief Executive Officer.

Committee structure

Our board of directors has four committees:

To maximize the efficiency of our board, all of our independent directors serve on each committee other than the Executive Committee. For a list of our independent directors, see “Corporate Governance Policies and Practices—Director Independence.”

Each board committee operates under a written charter approved by the board. Copies of these charters are available on our website at www.enpro.com. Click on “About Us” and then “Governance” and then “Committee Composition” and look under “Committee Charters.” Copies of the charters are also available in print to any shareholder who requests them.

Executive Committee. The Executive Committee is chaired by Mr. Vaillancourt and includes Mr. Hauser and the chairs of the other board committees. Its primary function is to exercise the powers of the board as and when directed by the board or when the board is not in session, excluding powers that may not be delegated to a committee of directors under North Carolina law. The committee did not meet in 2024.

Audit and Risk Management Committee. The Audit and Risk Management Committee, chaired by Mr. Humphrey, met four times in 2024. This committee assists the board in monitoring:

This committee has the sole authority to appoint or replace our independent registered public accounting firm and to approve all related fees.

The board of directors has determined that each of Ms. Aden, Mr. Hauser and Mr. Humphrey, members of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of the SEC’s Regulation S-K. At its February 2025 meeting, the board determined that Ms. Aden, Mr. Hauser and Mr. Humphrey, through their respective education and experience, including each of their respective experience serving as the chief financial officer of a large public company, has all of the following attributes:

Compensation and Human Resources Committee. The Compensation and Human Resources Committee, chaired by Mr. Botts, met four times in 2024. This committee:

Responsibility for the design, administration, asset management and funding policies of our qualified and non-qualified benefit plans is delegated to a benefits committee consisting of members of management and other colleagues. However, the Compensation and Human Resources Committee has expressly retained the authority to approve amendments to benefit plans (except those resulting from collective bargaining agreements) that would materially affect the cost, basic nature or financing of these plans. In addition, the committee approves all formal policies established by the benefits committee and reviews the benefits committee’s activities at least once a year.

The committee annually reviews our human capital management and talent development strategies and more frequently considers matters with respect to employee safety, retention and diversity.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, chaired by Ms. Reinsdorf, met four times in 2024. This committee:

Board, committee and director evaluations

The board of directors and the Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance committees each assess their performances with yearly self-evaluations. The evaluations are completed by means of a questionnaire submitted to the directors inviting written comments on all processes with respect to the full board and each of the committees. In addition, the evaluations include an individual director assessment component to permit each director to evaluate the contributions of each of the other directors. The evaluations are summarized, reviewed by the Chairman of the Board. The results of these evaluations become the basis for discussions of board, committee and director performances, in addition to recommendations for improving in functionality of the board, each committee of the board and individual director contribution.

Risk oversight

The board of directors plays an active role, both as a whole and also at the committee level, in the oversight and management of the company’s risks. Management is responsible for the company’s day-to-day risk management activities and oversees areas of material risk, which include strategic, operational, financial, legal and regulatory, human capital, information technology, cybersecurity and physical security, sustainability and climate change, and reputational risks. The company has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with the company’s annual planning, audit scoping, and control evaluation management by its internal auditor.

The involvement of the board in assessing our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk for Enpro. The board of directors regularly receives updates from management and outside advisors regarding this oversight responsibility.

In addition, the committees of the board of directors oversee certain aspects of risk management as presented below:

The Audit and Risk Management and the Compensation and Human Resources committees rely on the advice and counsel of our independent auditors and independent compensation consultant, respectively, to raise awareness of any risks that may arise during their respective regular reviews and audit of our financial statements and executive compensation policies and practices.

Meetings and attendance

The board met four times in 2024. Regularly scheduled board and committee meetings are typically held on successive days, with meetings typically covering two days. The board conducts periodic visits to our facilities as part of its regularly scheduled meetings. In 2024, each director attended at least 75% of the meetings of the full board and of the board committees on which he or she serves that were held during the period of the director’s service.

All directors are encouraged by policy to attend our annual meeting of shareholders and all director nominees who were then serving as directors attended our 2024 annual meeting. Generally, over the past decade no shareholders have attended our annual meetings other than directors, officers and corporate office employees who hold shares, and that was the case with respect to our 2024 annual meeting.

Corporate governance policies and practices

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive board operating under the highest standards of corporate governance is a tangible competitive advantage. Our board has undertaken substantial efforts to meet those standards.

Corporate Governance Guidelines and Code of Business Conduct

The board regularly reviews our Corporate Governance Guidelines, taking into account recent trends in corporate governance and any new rules adopted by the NYSE and the SEC. Among other things, these guidelines specify that:

Our Corporate Governance Guidelines also:

Our Code of Business Conduct (the “Code”) applies to our directors and all Enpro colleagues, including our principal executive, financial and accounting officers. The Code covers conflicts of interest, corporate opportunities, confidentiality, protection and proper use of company assets, fair dealing, compliance with laws (including insider trading laws), the accuracy and reliability of our books and records, and the reporting of illegal or unethical behavior.

The Code requires all transactions by directors or employees that would create a conflict of interest, including related party transactions that require disclosure in our proxy statement, to be reviewed by a member of our internal Corporate Compliance Committee or an attorney in our legal department. The Code also requires the transaction to be presented to our Chief Executive Officer and the Audit and Risk Management Committee. The Code does not include specific procedures for dealing with these transactions, but allows them to be dealt with case-by-case as they arise. All members of the board and all officers must annually certify their compliance with the Code. Each director and officer certified compliance without exception in the first quarter of 2025.

Copies of the Code and our Corporate Governance Guidelines are available on our website at www.enpro.com. From our home page, click on the “About Us” tab, then on “Governance,” then on “Corporate Governance Documents” and then, for the Code, click “Code of Conduct” and, for the Corporate Governance Guidelines, click “Corporate Governance Guidelines.”

Corporate social responsibility and sustainability

Our emphasis on corporate social responsibility and sustainability is at the core of how Enpro does business. We believe this focus creates long-term value for all stakeholders, while positioning our businesses for ongoing success. This focus aligns with and includes our strategy of attracting and retaining the most talented people across the organization, nurturing their physical and mental health, and fostering holistic development and well-being throughout their careers.

Board oversight. Our board of directors exercises oversight with respect to corporate social responsibility and sustainability matters directly and through its committees. For example, the Compensation and Human Resources Committee annually reviews our People Strategies, including talent development, and more frequently considers matters with respect to employee safety, retention and diversity and inclusion and the Nominating and Corporate Governance Committee reviews our strategy, policies and processes with respect to environmental, social and sustainability matters.

At the management level, strategic guidance and oversight of sustainability matters is provided by our Sustainability Committee, a cross-functional, board-appointed management committee charged with supporting Enpro’s stated purpose of being an enterprise focused on financial performance, human development and being an outstanding corporate citizen through an ongoing commitment to environmental stewardship, health and safety, corporate social responsibility, corporate governance, transparency and sustainability. Its responsibilities include analysis and reporting with respect to climate change impacts, greenhouse gas emissions, environmental and supply chain sustainability, product life cycle management, human rights, and

diversity and inclusion matters. The Sustainability Committee meets quarterly and reports directly to our board of directors at each regularly scheduled board meeting to assist the board in discharging its oversight responsibilities with respect to sustainability matters and to enable the board to incorporate sustainability-related topics into Enpro’s risk management frameworks and capital allocation and strategic decision-making.

Employee development. We strive to create an environment where all colleagues can flourish. We continue to build our culture as a foundation upon which we operate, and we believe human development and care for the communities and environments surrounding us leads to optimal financial performance; while the pursuit of optimal financial performance empowers our colleagues and drives enhancement of skills and improves decision-making.

As part of our ongoing employee development efforts, in 2025 we will continue to deploy our We Are Enpro program to all new hires to introduce each person to our culture, values, purpose, and principles. Additionally, as continuous improvement is a fundamental cornerstone to our way of working, we will also deploy leader training focused on High Impact Feedback and Growth Mindset for all people leaders to equip them to deliver meaningful feedback for employee growth and development.

As part of our commitment to our people, we provide a comprehensive compensation and benefits program that is designed to attract and retain employees. Our programs are structured to meet the evolving needs of our team members and their families. In the United States, we have increased the company-wide minimum wage to $17 per hour. Benefits in the United States also include a 401k plan with company match, an award-winning well-being program, flexible vacation and time off policies that include a “take what you need” program for salaried employees, enhanced employee assistance programs, tuition reimbursement for continuing education support, employer-paid disability, paid family leave, health savings accounts, flexible spending accounts, critical illness and accidental, death and dismemberment coverages.

Safety. Our core values are Safety, Excellence, and Respect. Our aim at Enpro is to live our values every day and we are proud of the safety culture that enables our team members to feel both physically and psychologically safe at work. Our values, the way we work together and our deep commitment to safety differentiates us.

We have an active and engaged EHS Community of Practice at Enpro. Our EHS leaders work as a global team to develop new initiatives and in 2024 Enpro continued to build upon our award-winning safety system, a cornerstone of our company’s culture. Enpro’s safety culture begins with each of our colleagues through engaged Safety Action Teams at all locations. In addition, we invest significant time familiarizing new team members to our culture, which is very likely unique from any place they have worked before. We regularly practice Leadership Safety Walks, where members of our leadership team conduct hazard identification activities at our sites around the world.

We continue to see progress in our journey towards alignment with ISO 45001, with three operations receiving third party ISO 45001 Certification in 2024. This alignment strengthens our safety culture and creates enhanced safety processes to drive consistency and repeatability. We enable all members of our EHS Community of Practice to be trained as ISO lead auditors and our internal Safety Audit program continues to progress toward alignment with ISO audit practices.

For 2024, our Total Recordable Incident Rate (TRIR) was 0.93 and Lost Time Case Rate (LTCR) was 0.30, making 2024 our second-best year ever for TRIR and LTCR, which each remained below our three-year average.

Diversity and inclusion. We believe that a diverse workforce is critical to our success, and we purposefully strive for a culture that reflects and embraces diversity of thought, backgrounds and perspectives, while encouraging belonging and psychological comfort. In alignment with our values, we infuse diversity and inclusion best practices in every aspect of the team member experience, from selection and hiring, through exit and off-boarding. We believe ongoing development of effective teams must include perspective-taking, emotional intelligence, respectful feedback and genuine appreciation for our purpose as an organization, as well as individually, all in addition to functional and technical skills-based training to retain talented team members. We seek to hire the most qualified and talented employees in compliance with applicable laws and regulations.

Supporting our communities. In connection with our commitment to promoting diversity and improving the communities where our employees live and work, in 2020, we launched the Enpro Foundation to support charitable, educational, and other organizations working to advance education, equality, diversity and the preservation of human dignity. The Foundation is managed by employees who volunteer their time and talents to fulfill this mission. Enpro has contributed $2.25 million to the Enpro Foundation since its formation in 2020 and our Foundation has made $1.1 million in donations, with a special focus on charitable organizations nominated by our colleagues. Through our Foundation, we have created and funded an employee assistance fund, administered by a third-party that specializes in this type of fund, where we assist employees that are facing difficult challenges, including family sickness, impact from natural disasters, or other tragedies, in a way that is objective, respectful and confidential.

Environmental sustainability. Enpro recognizes that climate change is a significant and complex challenge that we must address in partnership with all of our stakeholders. We are committed to diligently exploring all opportunities to reduce our energy usage and optimize our resources in an effort to minimize consequent greenhouse gas emissions. In recent years, we have divested certain carbon-intensive lines of business and selectively disengaged from market sectors that are highly carbon intensive. We have acquired businesses that are more technologically advanced and less carbon intensive.

Our products and solutions, such as highly engineered gaskets and seals, as well as cleaning and coating high-value tools in the semiconductor production process, safeguard our environment by preventing the release of harmful substances into the environment, while keeping volatile substances within a closed system for optimal operating performance. We also design, manufacture and sell solutions for renewable energy alternatives such as nuclear and hydrogen energy, provide safety applications that protect human life on our roads, and offer solutions that optimize supply chains, as in the semiconductor industry, while reducing their carbon footprint. Across Enpro, our high-value portfolio of critical solutions touches a variety of markets, where a failure could be catastrophic and result in the loss of human life or damage to the surrounding environment.

Enpro set a goal of reducing combined Scope 1 and Scope 2 GHG emissions by 3% per million dollars of revenue per year, as compared to the 2022 baseline year, in 2023, 2024, and 2025. Enpro established intensity-based GHG targets rather than absolute emissions reductions targets based on the company’s strategic focus and investments in strategic and organic growth, as well as the diversity of Enpro’s businesses. While individual manufacturing operations strive for absolute emissions reductions, the enterprise-wide intensity target is more compatible with tracking improved carbon efficiency as our businesses continue to grow and evolve in accordance with Enpro’s strategic goals. Between 2022 and 2024, Enpro achieved an absolute GHG emissions reduction of approximately 1,400 tons CO2e/year, which is equivalent to an overall emissions reduction of about 8.2%. These absolute emissions reductions translated to a 4.8% reduction in GHG emissions intensity in 2023, but we missed our target for an overall 6% reduction in GHG emissions intensity by the end of 2024.

For more information, please see our Sustainability Report, which is available on our website at www.enpro.com.

To continue advancing toward reducing our greenhouse gas emissions and a variety of other firm-wide sustainability initiatives, Enpro established a Sustainability Community of Practice in 2025 with representatives from corporate and manufacturing locations with the mission of integrating sustainability strategies and principals across Enpro businesses to do the right thing for each other, our customers, our communities, the environment, our financial stakeholders, and future generations.

We also are continuing to develop procedures and implement software to capture and track reliable data on electricity, natural gas and water usage at each of our manufacturing facilities. Finally, we are revisiting the sustainability materiality assessment originally completed in 2021 to provide information needed to best allocate resources to focus on areas that matter most to our internal and external stakeholders.

Compensation Committee interlocks and insider participation

Mr. Keating serves as a member of the Compensation Committee and, since October 2023, has served as the President, Chief Executive Officer and a director of Excelitas Technologies Corp. (“Excelitas”). At the time Mr. Keating joined Excelitas, Excelitas was, and has continued to be, a customer of Enpro’s Alluxa division, and Excelitas had been a customer of Alluxa prior to Enpro’s acquisition of Alluxa in 2020. During 2024, Alluxa provided goods and services to Excelitas. The amount of such transactions in 2024 was approximately $423,000. Alluxa provided such goods and services to Excelitas on its standard commercial terms available on the same basis to unrelated third parties. The Enpro board concluded that such transactions are not material to Enpro and do not constitute a material relationship between Mr. Keating and our company.

Our engagement with shareholders

Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation discipline, acquisition criteria, business continuity, sustainability initiatives, management succession, compensation practices and culture and development of our colleagues across the organization.

Communications with the board

Shareholders and other interested parties can communicate with our board in various ways. They may write the board at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209; they may contact the board anonymously and confidentially through our EnTegrity Assistance Line; and they may attend our annual shareholders meeting, where they will have the opportunity to speak with members of our board.

Letters to the board should be addressed in care of our Secretary, who the board has authorized to receive and process written correspondence. He will direct correspondence about issues within the board’s scope of responsibility directly to the Chairman and to the chairman of any committee to which the correspondence relates. Customer complaints and other correspondence about ordinary business matters are sent directly to the applicable business. Correspondence of other types is not forwarded to the board but held by the Secretary and made available to any director who wishes to see it.

Shareholders and other interested parties who wish to send anonymous and confidential correspondence to the board may do so through our EnTegrity Assistance Line. The line is staffed by an independent third party who is responsible for receiving and forwarding messages submitted on the line. Instructions for using the line are available under the “EnTegrity Assistance Line” link accessed from the “Governance” link, which is accessed from the “About Us” link on our website at www.enpro.com. Items addressed to the board of directors are forwarded to the Chairman of the Audit and Risk Management Committee, a non-management director. Items not addressed specifically to the board of directors are forwarded to our Director of Internal Audit, who reports directly to the Audit and Risk Management Committee and is a member of our internal Corporate Compliance Committee. The Director of Internal Audit periodically updates the Audit and Risk Management Committee about the investigation and resolution of all reports alleging financial and other types of misconduct.

Director compensation

Our non-employee directors received the following compensation for 2024:

Additional cash compensation is paid to:

Compensation is prorated for service in any of these capacities for a portion of the year. In addition, each director may be granted shares, or phantom shares if elected by the director, upon his or her initial election to the board. The amount of such an award is determined by the Nominating and Corporate Governance Committee and has generally been based on the number of days remaining in the year that the director is elected.

Employee directors receive no compensation for serving on our board.

We periodically review benchmarking studies to evaluate the amount and form of compensation paid to non-employee directors relative to the compensation paid to non-employee directors of peer companies and believe that the compensation paid to our non-employee directors is reasonable. Non-employee directors are generally granted fully-vested shares, or phantom shares if elected by the director, at the first meeting of the Compensation and Human Resources Committee each year. Phantom shares are fully vested when awarded and are paid in shares of common stock when a director ceases his or her service on the board.

Board members are required to own the company’s stock. Each director has five years from the date he or she joins the board to accumulate Enpro shares equal in value to at least five times the annual cash retainer paid to directors. Phantom shares count toward this requirement. We examine compliance with this policy each February. As of February 13, 2025, all of the directors who have served for five years complied with this requirement.

A deferred compensation plan allows non-employee directors to defer receipt of all or part of the cash portion of their annual retainer fees. The deferred portions of the fees can be directed to a cash account or a stock account. Fees deferred into a cash account are credited with a return based on an investment option chosen by the director from those available under our Retirement Savings Plan for Salaried Employees (excluding our common stock). Fees deferred into a stock account are credited with stock units, each equal in value to the fair market value of one share of our common stock on a given date. All amounts deferred are payable after a director ceases his or her service on the board. As of December 31, 2024, the following directors had deferred compensation balances under the plan: Mr. Abbey, 909 stock units; Mr. Botts, 2,953 stock units; Mr. Brueck, 9,993 stock units; Mr. Hauser, $2,513,192 and 8,534 stock units; Mr. Humphrey, 7,804 stock units; and Mr. Keating, 1,199 stock units.

The following table presents the compensation we paid to all non-employee directors for their service in 2024, including Kees van der Graaf, who retired as a director in May 2024.

2024 Non-Employee Director Compensation

Proposal 2—Advisory vote approving executive compensation

(Item 2 on the proxy card)

The Enpro board of directors provides our shareholders with the opportunity to cast an annual advisory vote on the compensation paid to our named executive officers. Their compensation is reported in our proxy statement for the annual meeting of shareholders. To provide this opportunity to our shareholders, we will present the following resolution to the shareholders at the annual meeting:

“Resolved, that the shareholders hereby approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, in the company’s proxy statement for the 2025 annual meeting of shareholders.”

This vote does not bind the company. However, the board of directors and the Compensation and Human Resources Committee, which is composed only of independent directors, will take into account the outcome of the vote when considering future executive compensation decisions.

As we describe in detail below under “Compensation discussion and analysis,” we design our executive officer compensation programs to attract, motivate, and retain the key executives who drive our success. Our objective is to establish pay practices that reward them for superior performance and align their interests as managers of our company with the long-term interests of our shareholders.

We achieve our objectives through compensation that:

We believe our compensation structure aligns with the interests of our shareholders and resulted in payment commensurate with our performance.

We encourage our shareholders to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

The board of directors unanimously recommends that you vote FOR the adoption of the resolution approving, on an advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement.

Compensation discussion and analysis

This Compensation Discussion and Analysis describes our compensation philosophy and the key criteria the Compensation and Human Resources Committee (which we refer to in this “Compensation Discussion and Analysis” section as the “Committee”) uses to set compensation levels, determine actual compensation, and establish future compensation opportunities for our executives. In implementing the 2024 executive compensation program, the Committee considered prior years’ say-on-pay votes, shareholder feedback, and advice from the Committee’s independent compensation consultant.

Our named executive officers

Our named executive officers, or NEOs, for 2024 are:

Each of the NEOs served in such capacities throughout 2024, except Mr. Bruderek and Mr. Childress. Mr. Bruderek joined Enpro on January 8, 2024 and was appointed as Executive Vice President effective on that date and as Chief Financial Officer effective on April 1, 2024. Mr. Childress retired as Chief Financial Officer on April 1, 2024 and from all positions with the company on May 31, 2024.

Executive summary

The Committee and our board of directors determine executive compensation based on a comprehensive view of factors designed to produce long-term business success. The objectives of our executive officer compensation programs are to attract, motivate and retain key executives who will drive our success. Our pay practices reward these executives for superior performance and align their interests with the long-term interests of our shareholders.

About Enpro

At Enpro, we Empower Technology with Purpose. We are a leading-edge industrial technology company that focuses on critical products and solutions that serve a diverse set of faster-growing end markets that touch our lives every day. The variety of applications produced by the company safeguard critical environments and offer a level of precision and reliability that customers rely upon.

·   High-margin products and solutions that offer competitive differentiation through technology, reliability and applied engineering capability. ·   Recurring or aftermarket revenue streams for many of our products and solutions enable reduced cyclicality and long-term durability of revenue. Our products and solutions offer environmental and safety benefits, particularly in harsh or critical environments that require regular preventative maintenance or replacement. ·   Leverage continuous improvement, commercial excellence and supply chain processes to increase or preserve profitability, ensure product quality and availability and maximize operational efficiencies with technology and discipline. ·   Maximizing long-term shareholder returns through commitment to superior capital allocation, sustainability and community involvement. ·   Empowering our colleagues with a mindful, collaborative culture that values safety, excellence and respect.

Part of our culture of commercial and operational excellence is the effectiveness of our operating system that focuses on continuous improvement, strategic pricing discipline, technology implementation and customer intimacy in an effort to improve or maintain margins and drive strong free cash flow. We create value by maintaining world-class standards, empowering every employee to continually learn and adopt an ownership-based mentality, and instilling a desire to learn from others, contribute to others, and ensure company-wide commitment and accountability. Our operating system has been stressed under economic and geopolitical cycles and changes over time, and allows us to deploy the strength of our organization throughout our enterprise to build for a stronger future. These operating disciplines are enduring at Enpro and integrated into all elements of our company.

Summary of business highlights

Enpro’s portfolio of leading-edge applications that safeguard critical environments performed well, even amidst a downturn in global semiconductor markets, our largest served market today. With our optimized, highly profitable portfolio in place, we intend to continue to invest, both organically and through acquisitions, to continue to drive the company’s enterprise value higher. The portfolio remains balanced, with specific organic and inorganic growth opportunities, disciplined capital allocation and transparency in an effort to continue driving long-term shareholder value. Our long-term value creating strategy remains unchanged.

Our Sealing Technologies segment produced excellent results in 2024, despite overall sluggish demand, particularly in our commercial vehicle market, which represents 17% of total company revenue. Commercial excellence, disciplined pricing initiatives, organic investment, cost management, operational improvements, despite flat revenue for the total segment in 2024, drove segment profitability higher versus last year’s record performance. In January 2024, we completed the acquisition of Advanced Micro Instruments, Inc. (“AMI”) as we continue to broaden our leading-edge capabilities into analytical equipment and sensing applications. Differentiated market and technology positions driving organic growth investment and our applied engineering strengths and focus on the aftermarket, are key long-term drivers for continued success in the segment.

Our Advanced Surface Technologies (“AST”) segment, largely participating in the semiconductor market, performed well despite continued soft conditions in the overall industry. Our exposures on leading-edge applications driving artificial intelligence and increasing complex chip architectures, and our advanced cleaning solutions, performed well, while overall semiconductor capital equipment spending remained slow. Throughout this slower demand environment, we continue to invest in areas where we are strongest, while implementing our continuous improvement playbooks to drive optimized segment level performance.

Strategic highlights. In January 2024, we completed our acquisition of AMI, located in Costa Mesa, California, for $210 million in cash. The company generated significant free cash flow, and the absence of further acquisition actions in 2024, led to leverage at the low-end of our desired range at the end of the year. We have ample financial and strategic flexibility to continue executing on our long-term value-creating strategy.

Financial highlights. Reported sales decreased 1% in 2024, with more than half of our company’s served markets in a slow demand environment. Sales for the Sealing Technologies segment sales increased more than 4%, driven by strategic pricing and sales optimization initiatives, along with strong demand in nuclear energy, aerospace, space and the partial-year contribution from the acquisition of AMI. The AST segment’s sales were down 9.7%, as the semiconductor industry remained slow again in 2024. Our balance sheet and our ability to generate operating cash flow are strong, giving us ample capacity for reinvestment in several future growth initiatives.

Shareholder engagement

At our 2024 annual meeting held in May, we asked our shareholders to support a non-binding resolution to approve the compensation paid to our named executive officers as reported in our proxy statement for that meeting. Of the shares voted “for” or “against” that proposal, approximately 94.6% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. Accordingly, the results of the May 2024 shareholder vote were not available to the Committee when the structure for the 2024 compensation awards had been set by the Committee.

During our engagement with shareholders in the past year, we expressly solicited shareholder feedback on our compensation practices. During these conversations, shareholders offering suggestions about our performance-driven compensation practices are greatly considered and we received positive support for our company-wide compensation, retention and benefits programs.

We communicate investor feedback on our compensation practices to the Committee and consider shareholder views as we seek to align our policies and practices with the interests of our financial stakeholders. In addition, the results of the shareholder vote at the 2024 annual meeting and feedback received in response to our outreach to shareholders related to that vote were considered by the Committee in determining the executive compensation program for 2025.

2024 executive compensation decisions at a glance

2024 target compensation rewards success. Our compensation program enables us to attract and retain talented and highly motivated executive officers who are capable of driving our success and building value for our shareholders. The performance-based structure of our compensation program is designed to incentivize achievement of superior performance results and to align the interests of our executive officers with the interests of our shareholders.

The following charts show the relative portion of Mr. Vaillancourt’s 2024 target compensation and the average target compensation of the other NEOs. Target compensation consists of the base salary for 2024, target annual performance-based cash compensation awards made in 2024, target Performance Share Awards (PSAs) granted in 2024, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2024 and other 2024 compensation, principally company contributions to defined contribution retirement plans.

Compensation program outcomes. For the awards made in 2024 under our annual performance plan, the Committee, consistent with its decision in prior years, selected adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) as the equally weighted performance measures. The Committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. In February 2022, executive officers then employed by us were granted Performance Share Awards with payouts 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 Award amounts are denominated in shares of our common stock with a three-year performance period that ended on December 31, 2024 and are paid solely in cash. The following summarizes the actual payouts to those executive officers, relative to the target levels, for 2024 under the annual performance plan and of the Performance Share Awards for the 2022-2024 performance cycle.

Changes for 2025

The 2025 compensation program adopted by the Committee was structurally similar to the 2024 program, except that the Committee adjusted the weighting of the performance measures under the annual performance plan to 70% based on adjusted EBITDA and 30% based on Cash Flow ROIC. In prior years, these measures were weighted equally. The Committee adopted this change to further incentivize management to pursue high-margin top-line growth as a key priority in executing on our value-creating strategy, while continuing to maintain an important focus on cash flows.

Best compensation practices and policies

The following table highlights key features of our executive compensation program. We also identify certain compensation practices that the Committee has not implemented because it does not believe they would serve our shareholders’ long-term interests.

What guides our executive compensation program

The objectives of our executive officer compensation program are to attract, motivate and retain key executives who will drive our success. Our pay practices reward these executives for superior performance and align their interests with the long-term interests of our shareholders.

We achieve our objectives through compensation that:

To design an executive compensation program that is in line with these policies, the Committee considered:

Key elements of compensation

The following table summarizes the key elements of our 2024 executive compensation program.