DEF 14A of Enpro Inc., Mar 25, 2024

DEF 14A of Enpro Inc.

Filed Mar 25, 2024 · FY20230001171200-24-000091

Open on EDGAR

  1. Our director nominees

    Our director nominees See “Proposal 1—Election of directors” (page 14) and “Corporate governance policies and practices” (page 22) for more information. Every member of our board of directors is elected annually. You are being asked to vote on the election of these nine nominees, all of whom currently serve as directors.

  2. Our director nominees

    | | | | | Committee memberships | | | | | Director nominees | | Age | Indep. | AC | CC | NC | EC | | | Eric A. Vaillancourt President and Chief Executive Officer, Enpro | 60 | | | | | Chair | | | William Abbey Executive Vice President of Sales and Chief Commercial Officer, Arm Limited | 53 | · | · | · | · | | | | Thomas M. Botts Retired Executive VP, Global Manufacturing, Shell Downstream Inc. | 69 | · | · | Chair | · | · | | | Felix M. Brueck Director Emeritus, McKinsey & Company, Inc. | 68 | · | · | · | · | | | | Adele M. Gulfo Chief Executive Officer, Biopharma Commercial Unit Sumitomo Pharma America | 61 | · | · | · | · | | | | David L. Hauser (Chairman of the Board) Former Chairman and CEO, FairPoint Communications | 72 | · | · | · | · | · | | | John Humphrey Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc. | 58 | · | Chair | · | · | · | | | Ronald C. Keating President and Chief Executive Officer, Excelitas Technologies Corp. | 55 | · | · | · | · | | | | Judith A. Reinsdorf Former Executive Vice President and General Counsel, Johnson Controls | 60 | · | · | · | Chair | · |

  3. Our director nominees

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

  4. Our directors’ diversity, tenure and skills

    Our directors’ diversity, tenure and skills Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experience, skills and background, as well as varying tenures, are critical elements of a highly functioning board. Our board of directors and its Nominating and Corporate Governance Committee believe this diversity permits the board to make sound decisions that support shareholder value, while the varying tenures of its members provide a balance of institutional knowledge and fresh perspectives. Important aspects of diversity in background include matters of gender, race/ethnicity and geographical perspective. The board’s nine nominees for election as directors include:

  5. Our directors’ diversity, tenure and skills

    | · two female directors | · one director who is a person of color | • three directors with careers entirely or substantially outside the United States. |

  6. Our directors’ diversity, tenure and skills

    | PROXY STATEMENT SUMMARY | Corporate governance matters |

  7. Director Nominee Experience and Qualifications

    Director Nominee Experience and Qualifications

  8. Director Nominee Experience and Qualifications

    | Experience/Qualifications | Abbey | 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 | · | | · | · | | | · | | |

  9. Delinquent Section 16(a) reports

    | Eric A. Vaillancourt Chief Executive Officer and President Age 60 Director since 2021 Experience: Mr. Vaillancourt has served as our President and Chief Executive Officer since November 28, 2021, having served as our Interim President and Chief Executive Officer since August 2, 2021. Prior to his appointment as Interim President and Chief Executive Officer, Mr. Vaillancourt served as President of Enpro’s Sealing Technologies segment since August 26, 2020. Prior to that, Mr. Vaillancourt served as President, STEMCO division beginning in July 2018. Prior to that, he served as President, Garlock division since November 2014. Since joining the Company in 2009, he has also served as President, Garlock Sealing Products and as Vice President, Sales and | Marketing of the Garlock division. Prior to joining Enpro in 2009, Mr. Vaillancourt held positions of increasing responsibility with Bluelinx Corporation, culminating in his position as Regional Vice President North-Sales and Distribution. Mr. Vaillancourt received a B.S. in Business Management from Empire State College and completed the Harvard Management Program in 2014. Qualifications: · Over 30 years of general management, operations and commercial experience during a variety of business cycles and environments. · Over 13 years in divisional management and senior corporate executive roles at Enpro, including as our Chief Executive Officer. · Extensive experience in strategic planning, including mergers and acquisitions. · Active involvement in, and deep understanding of, our company’s operations and markets. · Specific knowledge of our businesses, our people, our challenges and our prospects for continued growth. |

  10. Delinquent Section 16(a) reports

    | William Abbey Age 53 Director since 2022 Experience: Mr. Abbey’s career is focused on the semiconductor industry. Since April 2023, Mr. Abbey has served as Executive Vice President and Chief Commercial Officer at Arm Limited, a global semiconductor leader, having previously served as its Senior Vice President of Sales and Partner Enablement since April 2017. Since joining Arm in 2004, Mr. Abbey has held a number of leadership | roles, including Senior Vice President of Sales and Partner Enablement, General Manager of its Physical Design group and Vice President of Commercial Operations for the Physical IP Division. Prior to joining Arm, Mr. Abbey worked in product management positions at Celoxica, Infineon Technologies, and Loughborough Sound Images. Mr. Abbey earned a B.Eng. from Sheffield Hallam University in England. Qualifications: · Deep insight across the global semiconductor ecosystem, including with respect to the most leading-edge technologies. · Extensive international business experience. · Broad managerial experience in sales and commercial operations. |

  11. Delinquent Section 16(a) reports

    | Thomas M. Botts Age 69 Director since 2012 Experience: Mr. Botts retired from Royal Dutch Shell on December 31, 2012 as Executive Vice President, Global Manufacturing, Shell Downstream Inc. He was responsible for Shell’s global manufacturing business, including all refineries and chemical complexes. He joined Shell in 1977 as a production engineer and served in a number of corporate and operating roles including executive vice president for exploration and production (E&P) in Europe, leading Shell’s largest E&P unit. He held those responsibilities from 2003 to 2009. He has been a member of the board of directors of the National Association of Manufacturers, a member of the | American Petroleum Institute Downstream Committee, and a member of the council of overseers for the Jones Graduate School of Business at Rice University. He currently is a member of the board of directors of the University of Wyoming Foundation, Chairman of the Governor’s Tier 1 Task Force at the University of Wyoming, and a member of the Society of Petroleum Engineers. Mr. Botts received a B.S. in Civil Engineering from the University of Wyoming. Public company directorships in the last five years: · John Wood Group PLC Qualifications: · Thirty-five years of global business experience in oil and gas exploration, production and refining and petrochemical manufacturing. · Extensive experience in our oil, gas and petrochemical markets. · Successful leadership in business transformation in large scale, multi-country organizations. |

  12. Delinquent Section 16(a) reports

    | Felix M. Brueck Age 68 Director since 2014 Experience: Mr. Brueck is a Director Emeritus of McKinsey & Company, Inc., a global consulting firm. He was a Director at McKinsey prior to his retirement in 2012. During his almost 30-year career with McKinsey, Mr. Brueck specialized in counseling clients in operational and organizational transformations of entire companies, major functions or business units in technologically complex industries. He was based in offices in Munich, Tokyo and Cleveland. While at McKinsey, Mr. Brueck led the Firm’s Manufacturing Practice in the Americas and its Organizational Effectiveness | Practice in the Americas. He was a founder of McKinsey’s Performance Transformation Practice. Prior to joining McKinsey, Mr. Brueck worked as an engineer for Robert Bosch GmbH. Mr. Brueck received a Dipl. Ing. (the equivalent of a Master’s Degree in Mechanical Engineering) from RWTH Aachen University in Germany and a Master’s Degree in International Management from Thunderbird School of Global Management. Qualifications: · Expertise and insights developed over 30 years into operational and organizational strategies and structures across the broad range of industries in which Enpro operates. · Skill and experience in leadership development and optimizing productivity. · Experience as an advisor to companies around the world regarding global markets, business environments and practices. |

  13. Delinquent Section 16(a) reports

    | Adele M. Gulfo Age 61 Director since 2018 Experience: Ms. Gulfo has served as the Chief Executive Officer, Biopharma Commercial Unit of Sumitovant Biopharma since July 2023, after serving as that firm’s Chief Business and Commercial Development Officer since December 2019. Sumitovant Biopharma, a privately held company affiliated with Sumitomo Dainippon Pharma Co., Ltd., operates five biopharmaceutical companies acquired from Roivant Sciences Ltd. in December 2019, which include Myovant Sciences Ltd. From May 2018 to December 2019, Ms. Gulfo served as Chief of Commercial Development of Roivant Sciences. Prior to joining Roivant Sciences in May 2018, Ms. Gulfo served as Executive Vice President and Head of Global Commercial Development for Mylan N.V. from January 2014 to January 2018. Before joining Mylan, Ms. Gulfo spent five years at Pfizer Inc. in a number of executive positions, including President and General Manager, U.S. Primary Care. | She also ran Commercial Operations and the Managed Markets organization across Pfizer’s biopharmaceutical business in the U.S. Prior to joining Pfizer, she held several executive positions at AstraZeneca Pharmaceuticals and at the Parke-Davis division of Warner-Lambert (which later merged with Pfizer), and, as the Senior Director, Cardiovascular Marketing for that company, she launched Lipitor, the best-selling pharmaceutical product. Ms. Gulfo holds a B.S. in Biology from Seton Hall University and a M.B.A. in Marketing from Fairleigh Dickinson University. Current public company directorships: · Medexus Pharmaceuticals Inc. Public company directorships in the last five years: · Myovant Sciences Ltd. · Bemis Company, Inc. Qualifications: · Extensive commercial development, marketing and general management background, with deep experience in global markets and the pharmaceutical industry. · Executive experience in multiple firms with strategic planning, transforming commercial operations, maximizing efficiency and increasing employee engagement. |

  14. Delinquent Section 16(a) reports

    | David L. Hauser Age 72 Director since 2007 Experience: Mr. Hauser was affiliated with FairPoint Communications, Inc., a communications services company, from July 2009 until March 2011. He joined FairPoint as Chairman of the Board and Chief Executive Officer and served as a consultant to that company from August 2010 until March 2011. Prior to joining FairPoint, Mr. Hauser had a 35-year career with Duke Energy Corporation, one of the largest electric power companies in the United States. He was Group Executive and Chief Financial Officer of Duke Energy from April 2006 until June 2009, and was Chief Financial Officer and Group Vice President from February 2004 to April 2006. He was named acting Chief Financial Officer in November 2003. He was Senior Vice President and Treasurer from June 1998 to | November 2003. During his first 20 years with Duke Energy, Mr. Hauser served in various accounting positions, including controller. Mr. Hauser is a member of the board of trustees of Furman University and a past member of the board of trustees of the University of North Carolina at Charlotte. He has retired as a member of the North Carolina Association of Certified Public Accountants. Mr. Hauser received a B.A. from Furman University and an M.B.A. from the University of North Carolina at Charlotte. Current public company directorships: · OGE Energy Corp. Qualifications: · Training and experience in various accounting and financial reporting roles. · Service as the chief financial officer of a major corporation provides valuable insight into accounting, financial controls and financial reporting. · Understanding of public company strategic and corporate planning, including capital allocation. |

  15. Delinquent Section 16(a) reports

    | John Humphrey Age 58 Director since 2015 Experience: From 2011 to May 2017, Mr. Humphrey served as Executive Vice President and Chief Financial Officer of Roper Technologies, Inc., a Fortune 1000 company that designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide, and he retired from Roper in December 2017. From 2006 to 2011, he served as Vice President and Chief Financial Officer of Roper. Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal. Mr. Humphrey’s earlier career included 6 years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions. | Mr. Humphrey is a member of the Board of Advisors of the Elon University Love School of Business. Mr. Humphrey received a B.S. in Industrial Engineering from Purdue University and an M.B.A. in Finance from the University of Michigan. Current public company directorships: · Ingersoll Rand Inc. · O-I Glass, Inc. Qualifications: · Prior service as the chief financial officer of a Fortune 1000 corporation provides insight into accounting and financial issues affecting public corporations. · Experience with international markets, business environments and practices. · Experience and expertise in capital allocation and strategic planning, including mergers and acquisitions and other business development activities. · Experience in management of several manufacturing companies provides insight into manufacturing and operational issues. |

  16. Delinquent Section 16(a) reports

    | Ronald C. Keating Age 55 Director since 2023 Experience: Since October 2023, Mr. Keating has served as President, Chief Executive Officer and a director of Excelitas Technologies Corp., an industrial technology manufacturer focused on delivering innovative, market-driven photonic solutions. Mr. Keating served as President, Chief Executive Officer and a director of Evoqua Water Technologies Corp., a global provider of water and wastewater treatment solutions and services, from December 2014 until it was acquired by Xylem Inc. in May 2023. Prior to joining Evoqua, Mr. Keating was with Contech Engineered Solutions LLC, a provider of infrastructure products, including bridges, drainage systems, storm-water solutions, retaining walls and earth stabilization products, serving as its Chairman, President and Chief Executive Officer from May 2008 to November 2014 and as | its President and Chief Operating Officer from August 2007 to May 2008. Prior to joining Contech, Mr. Keating served in various senior management roles and held senior leadership positions at Kennametal Inc. and Ingersoll-Rand Inc. Mr. Keating received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. in Industrial Distribution from Texas A&M University. Public company directorships in the last five years: · Evoqua Water Technologies Corp. · US Ecology, Inc. Qualifications: · Experience and perspective as a President and Chief Executive Officer of a NYSE-listed global manufacturer · Extensive senior management and operating experience, including over 14 years as a Chief Executive Officer and board of directors member. · Experience in and knowledge of mergers and acquisitions, environmental and sustainability matters, corporate governance, strategic planning, finance, audit, risk, cybersecurity, executive compensation and benefits and international markets. |

  17. Delinquent Section 16(a) reports

    | Judith A. Reinsdorf Age 60 Director since 2021 Experience: Ms. Reinsdorf served, from March 2007 until her retirement in November 2017, as Executive Vice President and General Counsel of Johnson Controls International plc, global leader in building products and technology and integrated solutions, which was known as Tyco International plc until September 2016. Prior to that, Ms. Reinsdorf served as General Counsel and Secretary of C.R. Bard, Inc., Vice President and Associate General Counsel of Pharmacia Corporation and Chief Legal Counsel of Monsanto Company. Ms. Reinsdorf serves on the board of trustees of the University of Rochester and the board of directors of the New Jersey Chapter of the National Association of Corporate Directors (NACD) and has received the NACD Directorship Certification. Ms. Reinsdorf received a B.A. from the University of Rochester and a J.D. from Cornell Law School. | Current public company directorships: · Nurix Therapeutics, Inc. · Toll Brothers, Inc. Public company directorships in the last five years: · Alexion Pharmaceuticals, Inc. · The Dun & Bradstreet Corporation · Cornerstone Building Brands, Inc. Qualifications: · Strong expertise in corporate governance, risk management and legal matters. · Broad experience in strategic planning, global compliance, data privacy, and regulatory matters. · Extensive global and deep M&A experience, including leading legal, EHS and public affairs functions at large U.S. public companies with complex global operations and in regulated industries. · Deep experience in many of Enpro’s end markets, including growth markets such as pharmaceuticals. |

  18. Director compensation

    Director compensation Our non-employee directors received the following compensation for 2023:

  19. Director compensation

    | · | an annual cash retainer of $90,000, paid in quarterly installments; and |

  20. Director compensation

    | · | an annual grant of shares or, if a director so elects, phantom shares equal in value to approximately $110,000. |

  21. Director compensation

    Additional cash compensation is paid to:

  22. Director compensation

    | · | the chairman of our Compensation and Human Resources Committee, who received an annual fee of $15,000; |

  23. Director compensation

    | · | the chairman of our Audit and Risk Management Committee, who received an annual fee of $20,000; |

  24. Director compensation

    | · | the chairman of our Nominating and Corporate Governance Committee, who received an annual fee of $10,000; and |

  25. Director compensation

    | · | our Chairman, who received an additional fee at an annual rate of $80,000. |

  26. Director compensation

    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. For 2024, the amount of the annual grant of shares to non-employee directors was increased from $110,000 to $125,000, the annual cash retainer paid to non-employee directors was increased from $90,000 to $100,000 and the additional annual fee paid to our Chairman was increased from $80,000 to $100,000. We 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 15, 2024, 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, 2023, the following directors had

  27. Director compensation

    | CORPORATE GOVERNANCE POLICIES AND PRACTICES | DIRECTOR COMPENSATION |

  28. Director compensation

    deferred compensation balances under the plan: Mr. Abbey, 286 stock units; Mr. Botts, 2,931 stock units; Mr. Brueck, 9,918 stock units; Mr. Hauser, $2,144,616 and 8,470 stock units; Mr. Humphrey, 7,735 stock units; and Mr. Keating, 574 stock units. The following table presents the compensation we paid to all non-employee directors for their service in 2023, including B. Bernard Burns, Jr., who retired as a director in March 2023, and Diane C. Creel, who retired as a director in April 2023.

  29. 2023 Non-Employee Director Compensation

    2023 Non-Employee Director Compensation

  30. 2023 Non-Employee 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 | 90,000 | 110,092 | 330 | 200,422 | | Thomas M. Botts | 105,000 | 110,092 | 16,923 | 232,015 | | Felix M. Brueck | 90,000 | 110,092 | 13,469 | 213,561 | | B. Bernard Burns, Jr. | 29,423 | 35,528 | — | 64,951 | | Diane C. Creel | 29,423 | 35,528 | 6,140 | 71,091 | | Adele M. Gulfo | 90,000 | 110,092 | 4,522 | 204,614 | | David L. Hauser | 170,000 | 110,092 | 33,721 | 313,813 | | John Humphrey | 110,000 | 110,092 | 10,265 | 230,357 | | Ronald C. Keating | 75,250 | 87,530 | — | 162,780 | | Judith A. Reinsdorf | 100,000 | 110,092 | — | 210,092 | | Kees van der Graaf | 90,000 | 110,092 | 17,409 | 220,243 |

  31. 2023 Non-Employee Director Compensation

    | (1) Mr. Keating deferred $75,250 of the fees earned in 2023 pursuant to our Deferred Compensation Plan for Non-Employee Directors into a stock account and, as a result, an aggregate of 574 stock units, was credited to him, under our Deferred Compensation Plan for Non-Employee Directors. The grant date fair value of such stock units is equal to the dollar amount of the fees deferred into the stock account. |

  32. 2023 Non-Employee Director Compensation

    | (2) On February 16, 2023, each director then serving as a non-employee member of the board received a grant of 942 shares, or at the director’s election 942 phantom shares to be settled in shares of common stock, except that Mr. Burns and Ms. Creel, who retired as directors in 2023, each received a grant of 304 shares. In determining the number of shares (or phantom shares) to be awarded, we used the average closing price of our common stock for the 20 trading days ending on the trading day immediately preceding February 16, 2023, which average price was $116.69 per share. The dollar amount presented in the table for these directors reflects the closing price of our common stock on February 16, 2023, which was $116.87 per share. Mr. Keating received a prorated award of 795 phantom shares upon his election as a director on March 1, 2023, based on the average closing price of our common stock for the 20 trading days ending on the trading day immediately preceding March 1, 2023, which average price was $115.32 per share. The dollar amount presented in the table for this award to Mr. Keating reflects the closing price of our common stock on March 1, 2023, which was $110.10 per share. Upon the company’s payment of dividends on shares of its common stock, non-employee directors who elected to receive phantom shares, or who received phantom shares in the past, receive phantom shares as dividend equivalents with respect to both the phantom shares awarded to such directors in consideration for their service and the phantom shares credited to the account of directors who have elected to defer receipt of cash compensation under our Deferred Compensation Plan for Non-Employee Directors. As of December 31, 2023, our non-employee directors held the following numbers of phantom shares, including phantom shares to be settled in cash: |

  33. 2023 Non-Employee Director Compensation

    | Director | Number of Phantom Shares | | William Abbey | — | | Thomas M. Botts | 14,721 | | Felix M. Brueck | 11,782 | | Adele M. Gulfo | 4,011 | | David L. Hauser | 29,375 | | John Humphrey | 9,836 | | Ronald C. Keating | 795 | | Judith A. Reinsdorf | 432 | | Kees van der Graaf | 18,559 |

  34. 2023 Non-Employee Director Compensation

    | (3) Such amounts equal the aggregate grant date fair value of phantom shares to be settled in shares of common stock issued pursuant to the dividend equivalent rights provisions of previously granted awards of phantom shares to be settled in shares of common stock with respect to dividends paid on our common stock in 2023. The grant date fair value of each such dividend equivalent issuance is equal (subject to rounding of the number of phantom shares issued) to the cash dividend payable on the number of shares of our common stock equal to such director’s aggregate number of phantom shares to be settled in shares of common stock held as of the record date for the payment of such dividend. |

  35. Summary of business highlights

    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. Following our purposeful portfolio reshaping efforts that began in earnest in 2019, our portfolio of businesses thrived throughout the year and our long-term value-creating strategy remains unchanged. 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 Sealing Technologies segment produced record-breaking results in 2023, with commercial excellence, disciplined pricing initiatives, organic investment, cost management, operational improvements in a reasonably steady demand environment, drove segment profitability to an all-time high. In addition, in December 2023, we announced our intention to acquire Advanced Micro Instruments, Inc. (“AMI”) for $210 million in an effort to broaden our capabilities into analytical equipment and sensing technologies. The differentiated market and technology positions, and our applied engineering strengths and focus on the aftermarket, are key long-term drivers for continued success. In our Advanced Surface Technologies (“AST”) segment, we continued investing in the promising long-term opportunities available to us as we continue our three-pronged strategy of technology differentiation, geographic expansion and vertical integration. Even as the semiconductor market, the largest market in the AST segment, softened as 2023 progressed, we continued to build upon our position in the industry to drive long-term, profitable growth. We continued our organic expansion efforts in both Singapore and in the United States, while harvesting opportunities, both operationally and with capital investment, to position the segment well when growth resumes in the semiconductor market.

  36. Summary of business highlights

    | · | Maximizing long-term shareholder returns through commitment to disciplined capital allocation, sustainability, diversity and community involvement. |

  37. Shareholder engagement

    Shareholder engagement At our 2023 annual meeting, 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 81.5% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. Accordingly, the results of the April 2023 shareholder vote were not available to the Committee when the structure for the 2023 compensation awards had been set by the Committee. 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. Given the 81.5% vote at the 2023 annual meeting on the non-binding resolution to approve the compensation paid to our named executive officers, we expressly solicited shareholder feedback on our compensation practices. During these conversations, our shareholders noted general support for our performance-driven compensation practices and strategic initiatives to drive growth. We communicate investor feedback on our compensation practices to the Committee and consider shareholder views seriously as we seek to align our policies and practices with the interests of our financial stakeholders. In consideration of investor feedback disfavoring provisions in agreements with executives providing for tax gross-ups on termination payments following a change in control, we ceased including such a provision in new agreements with executives years ago and, in February 2024, we amended the sole remaining legacy agreement with an executive that included such a provision to eliminate that tax-gross-up provision. Consistent with shareholder feedback on this point, we do not provide for any tax gross-ups on termination payments following a change in control. In addition, the results of the 81.5% vote at the 2023 annual meeting and feedback received in response to our outreach to shareholders related to that vote will be considered by the Committee in determining the executive compensation program going forward.

  38. 2023 executive compensation decisions at a glance

    2023 executive compensation decisions at a glance In 2023, the Committee continued its executive compensation program, with annual salary adjustments and annual incentive and long-term compensation awards generally similar in form to the program for incentive compensation that it first implemented in 2020. In 2023, the Committee increased the base salary rate for Mr. Vaillancourt by 5% from the annual salary rate set in 2022 and by an average of 3.7% for the other named executive officers from the levels set in 2022, with individual adjustments ranging from 0% to 5%. For the awards made in 2023 under our annual incentive compensation plan, the Committee, consistent with its decision in the prior two 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. The Committee believes that performance against these measures is a primary driver, over time, of the value of our company. These performance measures were selected also to focus operators on assets they can control—working capital and capital expenditures and earnings on those assets. The Committee selected Cash Flow ROIC because this measure includes an emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on improving cash flow of our existing businesses and reshaping our portfolio of businesses with a focus on owning businesses that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. The following chart shows our actual payout performance level against the target level of performance for these awards (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level between the threshold and target performance levels for that performance measure as a result of the impact of weakened demand on results in our Advanced Surface Technologies segment amidst a downturn in its largest served market, mostly offset by strong performance across our Sealing Technologies segment. We achieved a Cash Flow ROIC that exceeded the maximum level for that performance measure. This performance resulted primarily from our focused and disciplined working capital management throughout the year.

  39. 2023 executive compensation decisions at a glance

    For the long-term compensation awards made as part of the annual compensation review in February 2023, the Committee granted to the NEOs, other than Mr. Angelillo, a mixture of time-vesting restricted stock units, stock options and Performance Share Awards (awards denominated in share units and payable in shares of common stock), with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. Because of the level of his responsibility, Mr. Angelillo’s long-term compensation awards did not include stock options and were allocated 60% to restricted stock units and 40% to Performance Share Awards. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. The restricted stock unit awards generally vest in equal annual installments over three years, subject to continued employment, other than upon death or disability (in which case they vest in full) or retirement (in which case the restricted stock units continue to vest based on the vesting schedule if the retirement occurs more than six months after the date of grant). The stock options become exercisable in equal annual installments, subject to continued employment, over three years. The stock options have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). The Committee authorized the award of the stock options at its meeting in February 2023, but deferred the grant of the stock options until the second trading day after the filing with the SEC of the company’s Form 10-K for the year ended December 31, 2022, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day. The payout amount for the Performance Share Awards is 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). Enpro is one of the companies included in this index. There are no payouts if our rTSR is below the 25th percentile, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The Performance Share Award amounts are denominated in shares of our common stock and, in a change from prior-year grants, the Performance Share Awards are to be paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the Performance Share Award was granted. Performance Share Awards granted in 2022 and prior years provide for cash payout, with the share units earned under a Performance Share Award being converted for cash payout based on the average fair market value per share of our common stock (i.e., the closing price per share on the NYSE) over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award. This adjustment to the Performance Share Awards granted in 2023 being payable in shares increases the equity component of the long-term compensation awards made to executive officers. In light of our plan for the strategic transformation of Enpro, the Committee continued the use of rTSR as a performance measure for the Performance Share Awards granted in 2023 to focus senior teams on the share value impact of all decisions, and align the management experience with the share value experience of shareholders, as compared to the share performance of the peer group. The performance cycle is the three-year period ending December 31, 2025. The Committee elected to award stock options to better align the compensation of the executive officers receiving those awards with shareholder interests and to incentivize those executive officers to shape the company’s portfolio of businesses and to operate the businesses in a way that results in long-term share appreciation. The Committee decided to award restricted stock units to further align the compensation of the executive officers with shareholder interests and to provide an incentive for retention. The pro rata vesting of the restricted stock awards aligns with the vesting practice of the majority of our peer companies. The Committee determined to grant Performance Share Awards to make a portion of long-term compensation dependent upon achievement of long-term performance relative to peer companies and structured the awards to be payable primarily in shares of the company’s common stock to increase the equity component of long-term compensation. The Committee believes this long-term executive compensation structure aligns with the company’s long-term business strategy and aligns and focuses our senior teams on the share-value impact of all decisions, including capital deployment, dispositions and acquisitions, and encourages agile decision-making not influenced by the pursuit of metrics established at the beginning of the performance period that might become outdated and could fail to incentivize appropriate value creation by the end of the respective three-year performance period. In February 2021, executive officers were granted Performance Share Awards similar to the Performance Share Awards granted in February 2023, but with a three-year performance period that ended on December 31, 2023 and being paid solely in cash as described above. In February 2024, the Committee certified the level of performance with respect to rTSR over the three-year period. The following chart illustrates the actual performance level as a percentage of target and payout level relative to the target level (shown at 100%) of the Performance Share Awards for the 2021-2023 performance cycle made to the executive officers. Performance on the rTSR measure was at the 78th percentile, which exceeded the maximum level, with total shareholder return over the period being positive.

  40. 2023 executive compensation decisions at a glance

    | COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY-2023 EXECUTIVE COMPENSATION DECISIONS AT A GLANCE |

  41. 2023 executive compensation decisions at a glance

    Awards made in 2022 and prior years under our annual performance, long-term compensation and equity plans provide for certain benefits upon the employee’s retirement—proration of the payout under annual performance plan awards and Performance Share Awards, prorated vesting of restricted stock units, and continued vesting of stock options, with such awards defining “retirement” to be the employee’s voluntary separation of service at any time after (i) age 65 or (ii) age 55 if the employee has at least 10 years of service with Enpro. For these awards made in 2023, the Committee increased the early retirement aspect of this definition, with “retirement” defined to be the employee’s voluntary separation of service at any time after (i) age 65 or (ii) age 60 if the employee has at least 10 years of service with Enpro. To balance the impact to employees of the increase in the early retirement age, for restricted stock units awarded in 2023, the Committee provided for the restricted stock units continue to vest based on the vesting schedule if the retirement occurs more than six months after the date of grant.

  42. Best compensation practices and policies

    | 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 2023 awards 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. |

  43. What guides our executive compensation program

    | · | links a significant portion of their total pay to the execution of strategies intended to create long-term shareholder value; |

  44. What guides our executive compensation program

    | · | comprehensive compensation histories for each of our executive officers which include each element of compensation and benefits (salary, incentive awards, equity grants, retirement benefits, and possible severance or change in control payments); |

  45. Key elements of compensation

    | | Compensation Element | Rationale | Key Characteristics | | SHORT-TERM | Base Salary | To compensate the executive fairly and equitably compared to his or her external market peers. | Fixed compensation that is reviewed annually. | | | Annual Performance-Based Incentive Awards | To align executives’ decisions with annual adjusted EBITDA performance and cash flow and ensure effective capital deployment and working capital management objectives. | Variable compensation component; based on pre-established company goals relating to adjusted EBITDA and Cash Flow Return on Operating Capital (Cash Flow ROIC). Corporate executives are 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, driving effective decision making and reinforcing the link between our executive officers and our shareholders. | Grants based on our three-year rTSR, which measures performance relative to peers. The Performance Share Awards are denominated as stock units, with the amount of stock units earned being based on our three-year rTSR and units being paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the award was granted. | | | Stock Options (30% of LTI*) | To incent and reward performance that results in stock price growth and to provide for retention. | 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. Vested options expire if not exercised within 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). 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 provide a base level of executive retention. | Awards vest in equal installments on the first, second and third anniversaries of the date of the award subject to continued employment (other than retirement, in which case the restricted stock units continue to vest based on the vesting schedule if the retirement occurs more than six months after the date of grant). 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 either case, 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. |

  46. Key elements of compensation

    | * To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. Awards to Mr. Angelillo were allocated 40% to Performance Share Awards and 60% to restricted stock units on this basis. |

  47. Target compensation mix

    Target compensation mix The following charts show the relative portion of Mr. Vaillancourt’s 2023 target in-service compensation and the average target in-service compensation of the other NEOs. Target in-service compensation consists of the base salary rate set in 2023, target annual performance-based cash compensation awards made in 2023, target Performance Share Awards (PSAs) granted in 2023, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2023 and other 2023 compensation not related to changes in retirement benefits. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. The amounts included for Performance Share Awards in the summary compensation table on page 47 and in the grants of plan-based awards table on page 49 are based on the grant date fair value of the Performance Share Awards determined using financial accounting assumptions as required by SEC rules for reporting the related compensation in those tables, which differ from the values assigned to these awards by the Committee as described above. The following charts reflect the Committee’s basis for valuing these awards in allocating in-service compensation.

  48. The decision-making process

    The role of the executive officers. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the Committee members are allowed to vote on decisions regarding executive compensation. The Committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other NEOs. Our CEO does not participate in the deliberations of the Committee and our board regarding his own compensation. The role of the independent executive compensation consultant. The Committee engages an independent compensation consultant to provide expertise on competitive pay practices and compensation program design. Pursuant to the authority granted to it under its charter, the Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Committee and does not provide additional services to management. The Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules, NYSE listing standards, and the requirements of the Committee’s charter, and has determined that work performed by Pearl Meyer does not create a conflict of interest and that Pearl Meyer is independent. The role of market analyses. In evaluating target compensation levels, the Committee has requested its independent executive compensation consultant, Pearl Meyer, to prepare benchmarking studies. These studies have been prepared and presented to the Committee generally every year. The most recent study presented to the Committee in connection with the compensation decisions it made in February 2023 was prepared in October 2022. In its benchmarking studies, Pearl Meyer compared the specific compensation elements we awarded to each of our executive officers to those awarded to executive officers with similar responsibilities of each member of the peer group and broader survey group and to the relevant medians of the peer group and survey groups. Based on its analysis, Pearl Meyer advised the Committee on adjustments to base salary, annual incentive award and long-term incentive awards for each named executive officer. Peer and survey compensation data allow the Committee to determine whether our compensation programs and target compensation levels for executive officers are reasonable and competitive. At the direction of the Committee, Pearl Meyer screened and reviewed companies included in Standard & Poor’s Global Industry Classification Standard Capital Goods industry classification, reviewed the peer groups included in the 2022 reports of certain principal proxy advisory firms, and conducted an analysis to identify potential peer companies, evaluating comparability in terms of sales, business mix alignment, and market value, among other factors. For this study, the Committee approved changes recommended by Pearl Meyer to the composition of the peer group. These changes were implemented to reflect the changes in the company’s business as a result of its recent portfolio-reshaping activities, including acquisitions of LeanTeq, Alluxa and NxEdge and dispositions of the businesses comprising the former Engineered Materials segment and certain businesses in the Sealing Products segment. The peer group was adjusted by adding CTS Corporation, Entegris, Inc., ESCO Technologies, Inc., FormFactor, Inc., Helios Technologies, Inc. and Materion Corporation and removing Chart Industries, Inc., CIRCOR International, Inc., Columbus McKinnon Corporation, Crane Holdings, Co., ITT Inc. and TriMas Corporation. In addition, SPX FLOW, Inc. was removed from the peer group as it had been acquired earlier in 2022. The peer group selected by the Committee for the 2022 study, consistent with Pearl Meyer’s recommendation following its analysis, was as follows:

  49. The decision-making process

    | · | short-term and long-term compensation, |

  50. The decision-making process

    | · | the performance measures used to determine incentive compensation, and |

  51. Annual performance incentive plan awards

    Annual performance incentive plan awards The plan used by the Committee to make annual incentive compensation awards is designed to give executive officers a personal financial incentive to help us reach annual business goals. We refer to this plan as the annual performance plan. The amount of awards paid under our annual performance plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 50% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at a maximum level of performance are at 200% of the target payout. Performance between any of the established levels yields a proportional payout. The Committee, after reviewing the company’s performance in 2023, was permitted to adjust amounts payable under the awards in its discretion. For 2023, the performance measures and weightings for the annual performance plan were:

  52. Annual performance incentive plan awards

    | Adjusted EBITDA | 50% | | Cash Flow ROIC | 50% |

  53. Annual performance incentive plan awards

    Why we use adjusted EBITDA and Cash Flow ROIC to measure performance 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. The Committee believes that performance against these measures is a primary driver, over time, of the value of our company. The Committee believes that adjusted EBITDA (or, earnings before interest, income tax, depreciation and amortization expenses and selected items) and Cash Flow ROIC (or, cash flow return on operating capital) are the most appropriate measures of the annual operating performance of our businesses. These performance measures were selected also to focus operators on assets they can control—working capital and capital expenditures and earnings on those assets. The Committee selected Cash Flow ROIC because this measure includes an emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on improving cash flow of our existing businesses and reshaping our portfolio of businesses with a focus on owning businesses that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the Committee took into account management’s recommendations.

  54. Annual performance incentive plan awards

    | COMPENSATION DISCUSSION AND ANALYSIS | 2023 EXECUTIVE COMPENSATION DECISIONS IN DETAIL |

  55. Annual performance incentive plan awards

    Performance goals for 2023 The following table presents the 2023 performance goals set for the annual performance plan. The table shows goals for threshold, target and maximum performance levels, actual 2023 performance and weighted payout percentages for each goal.

  56. Annual performance incentive plan awards

    | | Performance Levels | | | Actual Performance | | | (dollars in millions) | Threshold | Target | Maximum | Amount | Weighted Payout % | | Adjusted EBITDA(1) | $230.7 | $262.1 | $293.1 | $245.2 | 36.5% | | Cash Flow ROIC(1) | 28.8% | 32.0% | 35.2% | 36.4% | 100.0% |

  57. Annual performance incentive plan awards

    | (1) Adjusted EBITDA is calculated by adding interest, income tax, depreciation and amortization expenses to earnings and further adding certain selected expenses that the Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the company in its quarterly and annual earnings announcements and it reports on Form 10-Q and Form 10-K, with additional adjustments to eliminate the impact of acquisitions and dispositions occurring during the year and certain other items and the translation impact of foreign currency exchange. The calculation of Cash Flow ROIC is based on adjusted operating income, which includes the same adjustments to EBITDA in determining adjusted EBITDA, as described above, and also reflects the impact of depreciation and amortization, income taxes, working capital changes and capital expenditures. Cash Flow ROIC is calculated by taking adjusted operating income multiplied by the difference between 1 minus the tax rate (expressed as a fraction) then adding depreciation and amortization expense and subtracting each of the amount of capital expenditures and the change in average net working capital for the trailing twelve months, with such amount then divided by the sum of average working capital, average gross property, plant and equipment and average gross software investment. The Committee believes adjusted EBITDA and Cash Flow ROIC are the most appropriate measures of the annual operating performance of our businesses and that performance on these measures, over time, are primary drivers of company value. Adjusted EBITDA, adjusted operating income and Cash Flow ROIC are not financial measures under generally accepted accounting principles (“GAAP”). Reconciliations of adjusted EBITDA and adjusted operating income to the comparable GAAP measures and the calculation of Cash Flow ROIC are presented in Appendix A to this proxy statement. |

  58. Annual performance incentive plan awards

    The plan payouts at the target performance level, as a percentage of base salary, and the actual payout as a percentage of salary for the named executive officers were as follows:

  59. Annual performance incentive plan awards

    | | Target Payout, as Percentage of Salary | Actual Payout, as Percentage of Salary | | Vaillancourt | 100% | 136.5% | | Childress | 70% | 95.5% | | McLean | 60% | 81.9% | | Bower | 45% | 61.4% | | Angelillo | 35% | 47.8% |

  60. Annual performance incentive plan awards

    Target award levels set by the Committee for the named executive officers were based on historical award levels, a review of the Pearl Meyer market studies and management recommendations. To set 2023 performance levels, the Committee reviewed a top-down estimate of our performance for the year based on management’s expectations for each of our markets and a bottom-up review of each division’s strategy and forecast for its performance. The Committee evaluated these internal estimates against external expectations for the performance of our markets and then set our goals for the year. For 2023, our adjusted EBITDA was $245.2 million (between the threshold and target levels), and our Cash Flow ROIC was 36.4% (exceeding the maximum level). Based on the payout levels established by the Committee for the annual performance plan, the named executive officers received payouts under that plan of 136.5% of the target level. We achieved adjusted EBITDA at a level between the threshold and target performance levels for that performance measure as a result of the impact of weakened demand on results in our Advanced Surface Technologies segment amidst a downturn in its largest served market, mostly offset by strong performance across our Sealing Technologies segment. We achieved a Cash Flow ROIC that exceeded the maximum level for that performance measure. This performance resulted primarily from our focused and disciplined working capital management throughout the year. The dollar amount of these payouts under the annual performance plan to each of the named executive officers is included in column (g) (see footnote 3) of the summary compensation table.

  61. Annual performance incentive plan awards

    | COMPENSATION DISCUSSION AND ANALYSIS | 2023 EXECUTIVE COMPENSATION DECISIONS IN DETAIL |

  62. Long-term compensation

    Long-term compensation Performance Share Awards made for 2021-2023 cycle Long-term compensation grants to our executive officers provide them with personal financial motivation and a stake in our long-term success. The Committee believes these awards also help us retain executives who are committed to achieving our corporate goals. In 2021, the target level of our long-term compensation awards included Performance Share Awards for the three-year performance period ended December 31, 2023. The Performance Share Awards were denominated as share units, with the amount earned being 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). There are no payouts if our rTSR was below the 25th percentile, with payouts at 50% of the target payout if our rTSR was at the 25th percentile, 100% of the target payout if our rTSR was at the 50th percentile, and 200% of the target payout if our rTSR equaled or exceeded the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period was negative. The payout with respect to share units earned under a Performance Share Award was converted for cash payout based on the average fair market value per share of our common stock (i.e., the closing price per share on the NYSE) over the 20 business days preceding the date the Committee certified the achievement of the performance level with respect to the Performance Share Award. Recipients of Performance Share Awards granted in 2021 were not entitled to receive dividends with respect to the share units underlying the awards. The following table summarizes the terms of the Performance Share Awards, actual performance and the payout percentage:

  63. Long-term compensation

    | Award Type | Performance Measure | Performance Levels | | | Actual Performance | | | | | Threshold | Target | Maximum | Amount | Payout % | | Performance Share Award | rTSR | 25% | 50% | 75% | 78% | 200% |

  64. Long-term compensation

    The following table sets forth for the named executive officers the payout amount for the Performance Share Awards for the 2021-2023 performance period. The payout reflects both performance at the maximum level and the appreciation in the value of our common stock at the time of the payout.

  65. Long-term compensation

    | | Actual Payout | | Vaillancourt | $741,253 | | Childress | $1,721,600 | | McLean | $1,140,365 | | Bower | $410,942 | | Angelillo | $233,179 |

  66. Long-term compensation

    Awards granted in 2023 As described in “—Executive summary—2023 executive compensation decisions at a glance,” in February 2023, the Committee granted a mixture of time-vesting restricted stock units, stock options and Performance Share Awards, with the value of the awards generally allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. Because of the level of his responsibility, Mr. Angelillo’s long-term compensation awards did not include stock options and were allocated 60% to restricted stock units and 40% to Performance Share Awards. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years. The restricted stock units fully vest earlier than the scheduled vesting date in the event of death or disability. In the event of an executive’s retirement, the unvested restricted stock units continue to vest based on the vesting schedule if the retirement occurs more than six months after the date of grant. Upon vesting of the restricted stock units, one share of company common stock is issued for each vested unit and the executive receives a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of common stock since the date the restricted stock unit was granted. Recipients of restricted stock units are not entitled to receive dividends (if dividends are paid) before the units vest. The stock options become exercisable in equal annual installments, subject to continued employment, over three years. The stock options have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than upon death or disability (in which case they vest in full) or retirement (in which case the options continue to become exercisable based on the vesting schedule). The Performance Share Awards have terms consistent with the Performance Share Awards granted for the 2021-2023 performance cycle, but have a three-year performance period ending December 31, 2024 and stock units earned under the awards will be paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the Performance Share Award was granted.

  67. Long-term compensation

    | COMPENSATION DISCUSSION AND ANALYSIS | 2023 EXECUTIVE COMPENSATION DECISIONS IN DETAIL |

  68. Long-term compensation

    The Performance Share Awards vest subject to continued employment through the end of the three-year performance period, with prorated vesting in the event of the recipient’s death (with an early payout in that event based on the measurement of performance to date) and prorated vesting upon the recipient’s disability, retirement or involuntary termination without cause (with payout based on, and made following determination of, the performance for the three-year performance period). The following table sets forth the number of share units (at target level of performance) for the Performance Share Awards, the number of stock options and the number of restricted stock units awarded to each named executive officer who received such awards in 2023.

  69. Long-term compensation

    | | Performance Share Awards* | Stock Options | Restricted Stock Units | | Vaillancourt | 9,005 | 22,230 | 12,007 | | Childress | 2,469 | 6,097 | 3,293 | | McLean | 1,737 | 4,290 | 2,317 | | Bower | 627 | 1,548 | 836 | | Angelillo | 433 | — | 649 |

  70. Long-term compensation

    | * As noted above, the Committee determined the target number of Performance Share Awards by dividing the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award. In contrast, the amounts on the grant date fair value of the Performance Share Awards included in the summary compensation table on page 47 and the grants of plan-based awards table on page 49 are determined using financial accounting assumptions as required for disclosure under SEC rules, which differ from the value used by the Committee in allocating long-term compensation awards. The grant date fair value of restricted stock units and Performance Share Awards and of stock options granted in 2023, in each case as determined as required to be disclosed by SEC rules, are included in columns (e) and (f), respectively (see footnotes 1 and 2), of the summary compensation table on page 47 and in column (l) of the grants of plan-based awards table on page 49. |

  71. Other compensation practices, policies and guidelines

    Other compensation practices, policies and guidelines Stock ownership and retention requirements Each executive officer is required by policy to hold shares of our common stock with a market value at least equal to a specific multiple of the officer’s base salary. The multiple increases with the officer’s level of responsibility. In 2023, the Committee increased the minimum ownership required for our CEO from 5.0 times base salary to 6.0 times base salary and for all other NEOs, other than Mr. Angelillo, from 2.5 times base salary to 3.0 times base salary. The minimum ownership required for Mr. Angelillo is 1.5 times base salary. Minimum levels for other officers range from 0.75 times to 1.5 times base salary. In light of this policy, the Committee believes it is appropriate to provide officers with an opportunity to earn shares as part of their long-term incentive awards. Once named an executive officer, an individual has five years to reach the minimum stock ownership requirement for his or her position, with each of our CEO and the other NEOs, other than Mr. Angelillo, being required to attain the applicable increased minimum ownership level by October 31, 2025. An executive officer who fails to maintain the required level of ownership must retain 50% of any shares received under any company equity award plan until he or she satisfies the requirement. Restricted shares of our common stock and restricted stock units count toward achieving the minimum ownership requirement. We check for compliance with this policy in connection with our board of directors meeting held each February. As of the date of the Committee’s February 2024 meeting, each of our current named executive officers who has held his current office for at least five years held at least the applicable required minimum number of shares. Clawback policies We maintain two executive compensation clawback policies with respect to our executive officers, including a policy adopted effective as of October 2, 2023 to address new requirements under rules recently adopted by the SEC and NYSE mandating the clawback of incentive compensation upon the restatement of the company’s financial statements. Our prior-existing clawback policy allows the company to recover performance-based compensation, including such compensation paid or earned before October 2, 2023, from any executive officer who engages in fraud or willful misconduct that requires us to restate our financial results. Under the policy, we are entitled to recover cash awards made under our annual performance plan and cash or equity-based incentive awards made under our long-term incentive performance plan. If the Committee determines the compensation would have been lower if it had been based on the restated results, it will, to the extent permitted by law, seek under this policy to recover from the executive officer all performance-based compensation it deems appropriate after a review of all relevant facts and circumstances. The policy adopted effective as of October 2, 2023 is of broader scope and applies with respect to a restatement of the company’s financial statements even in the absence of any fraud or misconduct by an executive officer. The policy generally requires the recovery by the company, in the event of a required accounting restatement (including a “little-r” restatement) of the company’s financial statements, of incentive-based compensation that is based wholly or in part upon the attainment of any financial reporting measure and is received by current or former executive officers after October 2, 2023, to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the company is required to prepare an accounting restatement. The policy provides for

  72. Other compensation practices, policies and guidelines

    | · | optional term life, accidental death and disability insurance and long-term disability insurance, the cost of which the employee pays; and |

  73. Other compensation practices, policies and guidelines

    We provide these insurance benefits because we believe they are standard parts of the compensation package available to salaried employees at companies of our size. Retirement and other post-termination compensation 401(k) plan. Our executive officers participate in our 401(k) plan on the same basis as other salaried employees. Under this plan, a portion of each participant’s compensation eligible for the plan (generally base salary and annual incentive compensation) can be deferred into a 401(k) account, up to the annual limit set by the IRS. Each participant directs investments in the account. We match 100% of deferrals under this plan (other than catch-up contributions) up to the first 6% of the aggregate of annual salary and annual incentive compensation contributed by the participant. Our matching contributions are fully vested. For salaried employees hired before August 1, 2016 who are not eligible to accrue benefits under the defined benefit plan because they were hired after 2006, we make a contribution equal to 2% of salary and annual incentive compensation to the employee’s account in our 401(k) plan after the initial employment period for eligibility to participate in that plan is satisfied, subject to limits on permitted 401(k) contributions. Each of the NEOs received such contributions for 2023, other than Mr. Angelillo, who was hired after August 1, 2016 and therefore is not eligible to receive the additional 2% contribution. Any amount exceeding permitted 401(k) contributions is made to the deferred compensation plan. Deferred compensation and management stock plans. Our non-qualified, deferred compensation plan permits our executive officers to save for retirement on a tax-deferred basis beyond what is permitted under the 401(k) plan because of either federal tax code limits or the design of the 401(k) plan. In addition, this plan allows for matching contributions that cannot be made in the 401(k) plan because of federal tax code limits. These contributions are made at the same rate and are subject to the same aggregate limit as the 401(k) plan. The Committee believes this type of additional deferral and matching opportunity is an appropriate and customary component of a competitive compensation package for public company executive officers. Our management stock purchase deferral plan permitted officers and other senior personnel to defer, for five years or more, up to 50% of annual incentive compensation. Deferred amounts were credited to these individual’s accounts based on the value of our common stock, with the payout at the end of the deferral period being based on the then-value of our common stock. Participants were eligible to receive awards of restricted stock units equal to 25% of the amount of compensation deferred. We closed this plan to further participation after the deferrals of 2016 annual incentive compensation under the plan. Pension and defined benefit restoration plans. In 2006, we closed our defined benefit pension plan to new participants and froze the benefits of employees who had not reached 40 years of age. Employees who were age 40 or older were eligible to continue to accrue benefits under the defined benefit plan, which provides them a retirement benefit based on their years of service with the company and their final average compensation (base salary plus annual incentive compensation). Benefit accrual under this plan was frozen on December 31, 2020. Of the named executive officers, only Mr. Childress has accrued benefits under the defined benefit pension plan. The other NEOs were hired after 2006.

  74. Other compensation practices, policies and guidelines

    We also provide our executive officers and others who participate in the defined benefit pension plan with a defined benefit restoration plan. The restoration plan gives them the benefits they would have received under our pension plan were it not for limitations under the pension plan. The federal tax code caps both the amount of annual compensation that the pension plan can take into account and the amount of annual benefits that the pension plan can provide. We include these caps in our pension plan in order to maintain its tax-qualified status. In addition, the pension plan does not take into account amounts deferred under our non-qualified deferred compensation plan. The defined benefit restoration plan permits participants to receive retirement pension benefits that take into account their full salaries and annual incentive compensation. Benefit accrual under this plan was frozen on December 31, 2020. Of the named executive officers, only Mr. Childress participates in the defined benefit restoration plan. Management continuity agreements. In a situation involving a change in control of our company, our executive management would face a far greater risk of termination than other salaried employees. To attract qualified executives who might find other job opportunities with less risk to continued employment, we have entered into a management continuity agreement with each of our executive officers and division presidents, other than Mr. Angelillo. These agreements incentivize our executives to stay with us in the event of an actual or potential change in control and are an important part of a competitive executive compensation package. Particular terms in these agreements, including the applicable continuation period, reflect our subjective judgment regarding the terms offered in comparable agreements by peer companies and our desire to offer competitive arrangements for executive employment. For management continuity agreements entered into prior to 2009, we had included a provision increasing the amount payable to account for excise taxes, and in February 2024 we amended the sole remaining continuity agreement that included such a provision to delete that provision. Each continuity agreement provides for continued employment of the individual for a two-year period after a change in control, with the same responsibilities and authorities and generally the same benefits and compensation as the individual had immediately prior to the change in control (including average annual increases). Under the agreements, the executive would be entitled to certain payments and other benefits if, during the continued employment period, we or our successor were to terminate the individual’s employment for reasons other than “cause,” or the individual voluntarily terminated his or her employment for a “good reason.” These terms are defined in the agreements. For an executive to receive payments and benefits under these agreements, two events, or triggers, must occur. First, there must be a change in control of the company, and second, the executive’s employment must be terminated, either by the company, other than for “cause”, or by the executive for “good reason.” The second trigger incentivizes the executive to stay with the company and perform at a high level in the event of a change in control. For more information about these payments and other benefits, see “Executive compensation—Potential payments upon termination or change in control.” The Committee has reviewed the amounts that are potentially payable under these agreements and believes that they are reasonable. Severance policy. Our severance policies provide benefits to all full-time employees at our corporate office, including our executive officers. Under these policies, an executive officer whom we terminate without cause is entitled to continue receiving his or her base salary for a specific period. The terminated officer is also entitled to receive a pro rata portion of the annual incentive compensation payable for the year in which the officer is terminated, along with a pro rata payout of all long-term incentive awards, including Performance Share Awards, based on the number of months the officer was employed in each performance cycle. The period for which an executive officer is entitled to continue receiving his or her base salary depends on the officer’s level of responsibility. The CEO is entitled to a period of 24 months. The other NEOs are entitled to 12 months, except Mr. Angelillo who is entitled to six months. An executive officer who is entitled to receive payments under the change-in-control continuity agreements described above is not entitled to severance benefits. We believe that our severance policies are consistent with compensation packages for executive officers at other companies similar to ours and therefore is an important component of a competitive compensation package. Tax deductibility considerations The Committee has continued to use performance-based compensation arrangements for awards to the NEOs even though such incentive compensation is no longer excepted from the limitation on deductibility of executive compensation for federal income tax purposes.

  75. Summary compensation table

    Summary compensation table The following table sets forth for the named executive officers:

  76. Summary compensation table

    | · | their names and positions held in 2023 (column (a)); |

  77. Summary compensation table

    | · | year covered (column (b)); |

  78. Summary compensation table

    | · | salaries (column (c)); |

  79. Summary compensation table

    | · | other annual and long-term compensation (columns (d), (e), (f), (g) and (i)); |

  80. Summary compensation table

    | · | the change in the actuarial present value of their benefits under the defined benefit plans in which they participate (column (h)); and |

  81. Summary compensation table

    | · | their total compensation (column (j)), which is the sum of the amounts in columns (c) through (i). |

  82. Summary compensation table

    | Name and Principal Position (a) | Year (b) | Salary($) (c) | Bonus($) (d) | Stock Awards ($)(1) (e) | Stock Options ($)(2) (f) | Non-Equity Incentive Plan Comp.($)(3) (g) | Change in Pension Value and Nonqualified Deferred Comp. Earnings($)(4) (h) | All Other Comp. ($)(5) (i) | Total($) (j) | | Eric A. Vaillancourt Chief Executive Officer and President | 2023 | 830,769 | — | 2,744,733 | 1,003,240 | 1,134,000 | — | 479,267 | 6,192,009 | | | 2022 | 800,000 | — | 2,508,370 | 904,861 | 1,507,200 | — | 146,560 | 5,866,992 | | | 2021 | 500,538 | — | 1,268,657 | 557,919 | 843,713 | — | 80,702 | 3,251,529 | | J. Milton Childress II Executive Vice President and Chief Financial Officer | 2023 | 565,111 | — | 752,660 | 275,158 | 539,964 | 246,437 | 109,751 | 2,489,080 | | | 2022 | 558,901 | — | 803,196 | 289,743 | 737,079 | — | 117,661 | 2,506,579 | | | 2021 | 526,154 | — | 1,064,050 | 424,861 | 811,196 | — | 90,961 | 2,917,222 | | Robert S. McLean Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | 2023 | 477,732 | — | 529,549 | 193,608 | 391,262 | — | 90,657 | 1,682,807 | | | 2022 | 455,657 | — | 622,741 | 224,692 | 515,075 | — | 93,200 | 1,911,364 | | | 2021 | 435,370 | — | 704,855 | 281,432 | 566,444 | — | 75,221 | 2,063,322 | | Steven R. Bower Senior Vice President Controller and Chief Accounting Officer | 2023 | 344,791 | — | 191,107 | 69,861 | 211,788 | — | 67,597 | 885,144 | | | 2022 | 328,372 | — | 194,330 | 70,092 | 278,394 | — | 64,221 | 935,409 | | | 2021 | 314,085 | — | 253,957 | 101,408 | 297,856 | — | 51,992 | 1,019,298 | | Ronald R. Angelillo | 2023 | 277,852 | — | 140,353 | — | 132,744 | — | 20,673 | 571,622 | | Vice President, Tax | 2022 | 265,580 | — | 137,136 | — | 175,124 | — | 19,070 | 596,910 |

  83. Summary compensation table

    | (1) The annual long-term compensation awards made in 2023 to the NEOs were, in general, subdivided as follows: 30% of the target long-term compensation in Performance Share Awards (long-term performance-based compensation awards denominated in share units, with the amount payable based on the performance level achieved), 30% in an award of stock options becoming exercisable over three years and 40% in an award of time-vested restricted stock units. Mr. Angelillo’s long-term compensation awards in 2023 were allocated 40% of the target long-term compensation in Performance Share Awards and 60% in an award of time-vested restricted stock units. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Compensation and Human Resources Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. The Performance Share Awards and awards of restricted stock units are reflected in this column. These Performance Share Awards and restricted stock units awards are reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under FASB ASC Topic 718 for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The only assumption we used in determining the amounts for the restricted stock awards was the grant date share price, which in each case was the closing price of our common stock on the day prior to the grant date. The restricted stock units granted in 2023 are scheduled to vest in equal annual increments on the first, second and third anniversaries of the date of grant subject to the executive’s continued employment. The restricted stock units would vest earlier in the event of death or disability and would continue to vest after retirement on the scheduled vesting dates if the retirement occurs more than six months after the date of grant. Upon vesting, one share of common stock is paid out for each vested restricted stock unit, as well as a cash payment equal to the aggregate amount of cash dividends paid with respect to one share of common stock since the date the restricted stock unit was granted. The Performance Share Awards vest |

  84. Summary compensation table

    | EXECUTIVE COMPENSATION | SUMMARY COMPENSATION TABLE |

  85. Summary compensation table

    | subject to continued employment through the end of the three-year performance period, with prorated vesting in the event of the recipient’s death (with an early payout in that event based on the measurement of performance to date) and prorated vesting upon the recipient’s disability, retirement or involuntary termination without cause (with payout based on, and made following determination of, the performance for the three-year performance period). For Performance Share Awards, we assumed the amount based on the target level of performance, with the grant date fair value determined by a Monte Carlo simulation methodology, which differs from the method used by the Compensation and Human Resources described above. Stock units earned under a Performance Share Award will be paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the Performance Share Award was granted. Assuming maximum payouts under the Performance Share Awards, which are 200% of the target levels, the amounts reported above for the restricted stock units and Performance Share Awards for 2023 would be as follows: Mr. Vaillancourt, $4,086,208; Mr. Childress, $1,120,467; Mr. McLean, $788,310; Mr. Bower, $284,511; and Mr. Angelillo, $204,857. See Note 17 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions made in determining the grant date fair values in this column. The reported amounts for any award do not reflect any adjustments for restrictions on transferability. |

  86. Summary compensation table

    | (2) The stock options awarded in 2023 vest and become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the date of the grant of the award. Each of these stock option awards is reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under FASB ASC Topic 718 for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. See Note 17 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions made in determining the grant date fair value in this column. The reported amount does not reflect any adjustment for restrictions on transferability. |

  87. Summary compensation table

    | (3) For 2023, these amounts consist of amounts earned under our annual performance plan. For more information about payouts under our annual performance plan, see the section below entitled “—Grants of Plan-Based Awards—Annual Performance Plan Awards.” |

  88. Summary compensation table

    | (4) For 2023, the increase in actuarial present value for Mr. Childress under the defined benefit pension plan was $118,028 and under the defined benefit restoration plan was $128409, for an aggregate increase of $246,437. |

  89. Summary compensation table

    | (5) For 2023, these amounts consist of the following: |

  90. Summary compensation table

    | | 401(k) plan* | Amounts paid for umbrella liability insurance | Non-qualified deferred compensation plan** | Other*** | Total | | Vaillancourt | $30,662 | $1,418 | $146,924 | $300,263 | $479,267 | | Childress | 26,400 | 873 | 82,478 | — | 109,751 | | McLean | 26,400 | 873 | 63,384 | — | 90,657 | | Bower | 26,830 | 873 | 39,894 | — | 67,597 | | Angelillo | 19,800 | 873 | — | — | 20,673 |

  91. Summary compensation table

    | * For Mr. Vaillancourt, includes a matching 401(k) contribution of $24,062 and an employer 401(k) contribution of $6,600. For Mr. Childress, includes a matching 401(k) contribution of $19,800 and an employer 401(k) contribution of $6,600. For Mr. McLean, includes a matching 401(k) contribution of $19,800 and an employer 401(k) contribution of $6,600. Mr. Bower, a matching 401(k) contribution of $20,230 and an employer 401(k) contribution of $6,600. For Mr. Angelillo, includes a matching 401(k) contribution of $19,800. |

  92. Summary compensation table

    | ** For Mr. Vaillancourt, includes a matching contribution of $132,801 and an employer contribution of $14,123. For Mr. Childress, includes a matching contribution of $72,915 and an employer contribution of $9,563. For Mr. McLean, includes a matching contribution of $55,264 and an employer contribution of $8,120. For Mr. Bower, includes a matching contribution of $34,288 and an employer contribution of $5,606. |

  93. Summary compensation table

    | *** This amount reflects the total relocation benefits received by Mr. Vaillancourt in 2023 in connection with his permanent relocation to the Charlotte area following his appointment in November 2021 as President and Chief Executive Officer, which amount includes $130,296 in gross-up payments for the taxes related to such benefits. |

  94. Summary compensation table

    | EXECUTIVE COMPENSATION | GRANTS OF PLAN-BASED AWARDS |

  95. Grants of plan-based awards

    Grants of plan-based awards The following table provides additional information about awards we granted in 2023 to the named executive officers under our annual performance plan and Performance Share Awards, stock option awards and awards of restricted stock units under our shareholder-approved 2020 Equity Compensation Plan (the “Equity Plan”).

  96. Grants of plan-based awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards(2) (l) | | Name (a) | Plan | Grant Date (b) | Approval Date(1) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Eric A. Vaillancourt | Annual Plan(3) | 2/16/2023 | 2/16/2023 | 415,385 | 830,769 | 1,661,538 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/16/2023 | 2/16/2023 | — | — | — | 4,502 | 9,005 | 18,010 | — | — | — | 1,341,475 | | | Equity Plan | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 12,007 | — | — | 1,403,258 | | | Equity Plan | 3/2/2023 | 2/16/2023 | — | — | — | — | — | — | — | 22,230 | 110.73 | 1,003,240 | | J. Milton Childress II | Annual Plan(3) | 2/16/2023 | 2/16/2023 | 282,555 | 565,111 | 1,130,222 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/16/2023 | 2/16/2023 | — | — | — | 1,234 | 2,469 | 4,938 | — | — | — | 367,807 | | | Equity Plan | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 3,293 | — | — | 384,853 | | | Equity Plan | 3/2/2023 | 2/16/2023 | — | — | — | — | — | — | — | 6,097 | 110.73 | 275,158 | | Robert S. McLean | Annual Plan(3) | 2/16/2023 | 2/16/2023 | 238,866 | 477,732 | 955,463 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/16/2023 | 2/16/2023 | — | — | — | 868 | 1,737 | 3,474 | — | — | — | 258,761 | | | Equity Plan | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 2,317 | — | — | 270,788 | | | Equity Plan | 3/2/2023 | 2/16/2023 | — | — | — | — | — | — | — | 4,290 | 110.73 | 193,608 | | Steven R. Bower | Annual Plan(3) | 2/16/2023 | 2/16/2023 | 172,395 | 344,791 | 689,582 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/16/2023 | 2/16/2023 | — | — | — | 313 | 627 | 1,254 | — | — | — | 93,404 | | | Equity Plan | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 836 | — | — | 97,703 | | | Equity Plan | 3/2/2023 | 2/16/2023 | — | — | — | — | — | — | — | 1,548 | 110.73 | 69,861 | | Ronald R. Angelillo | Annual Plan(3) | 2/16/2023 | 2/16/2023 | 138,926 | 277,852 | 555,705 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/16/2023 | 2/16/2023 | — | — | — | 216 | 433 | 866 | — | — | — | 64,504 | | | Equity Plan | 2/16/2023 | 2/16/2023 | — | — | — | — | — | — | 649 | — | — | 75,849 |

  97. Grants of plan-based awards

    | (1) Date of approval of the award by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee authorized the award of stock options to the named executive officers at its meeting on February 16, 2023, but deferred the grant of the stock options until the second trading day after the filing with the SEC of the company’s Form 10-K for the year ended December 31, 2022, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day, which was March 2, 2023. |

  98. Grants of plan-based awards

    | (2) The amounts in this column reflect the grant date fair value under FASB ASC Topic 718 of respective awards in 2023 of stock options, restricted stock units and Performance Share Awards. |

  99. Grants of plan-based awards

    | (3) For 2023 awards under our annual performance incentive plans, payouts are based on relevant performance results against specified threshold, target and maximum performance levels. The Compensation and Human Resources Committee administers the annual performance plans to provide for payouts at a threshold level of performance at 50% of the target payout, payouts at a target level of performance at 100% of the target payout, and payouts at a maximum level of performance at 200% of the target payout. Performance between any of the established levels yields a proportional payout. |

  100. Grants of plan-based awards

    | (4) The Performance Share Awards, which were awarded under both the Equity Plan and our Long-Term Incentive Plan, are denominated as share units, with the amount payable based on the performance level achieved. Payouts are based on our rTSR over the three-year performance cycle, with no payouts if our rTSR is below the 25th percentile, payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payouts capped at 100% of the target payout level if total shareholder return over the period is negative. The performance period is the three-year period ending December 31, 2025. Stock units earned under a Performance Share Award granted in 2023 will be paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the Performance Share Award was granted. |

  101. Grants of plan-based awards

    | Executive compensation | GRANTS OF PLAN-BASED AWARDS |

  102. Stock options

    | EXECUTIVE COMPENSATION | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |

  103. Stock options

    | EXECUTIVE COMPENSATION | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |

  104. Stock options

    | EXECUTIVE COMPENSATION | OPTION EXERCISES AND STOCK VESTED |

  105. Stock options

    | EXECUTIVE COMPENSATION | PENSION BENEFITS |

  106. Pension plan

    Pension plan Benefits under our pension plan are paid monthly as a life annuity. Benefit amounts for salaried employees depend on a participant’s pay and credited service with our company. If a participant chooses to receive payments before age 62, benefits accrued due to service with the company through December 31, 2006 will be reduced by 4% per year of age below age 62. Payments of these benefits will not be reduced if the participant waits until after age 62. If a participant chooses to receive payments before age 65, benefits accrued due to service after December 31, 2006 will be reduced by 5% per year of age below age 65. A salaried participant’s benefit is determined by the greater of the participant’s average compensation over the final 60 months of employment or the highest consecutive 60 months of the participant’s compensation during the final 120 months of the participant’s employment. For purposes of the plan, “compensation” means base pay plus annual incentive plan awards. However, compensation for the pension plan is limited under the federal tax code. In addition, benefits provided under the pension plan may not exceed a benefit limit under the federal tax code. In connection with our spin-out from Goodrich Corporation in 2002, we established the pension plan to provide tax-qualified retirement benefits for most of our full-time employees. In 2006, we began to phase out participation in this plan for salaried employees, replacing it with an additional benefit under our 401(k) plan. The pension plan was closed to new participants at that time. Salaried employees who were hired prior to January 1, 2006 and who were at least age 40 on December 31, 2006 could choose either to accept the additional benefit under our 401(k) plan or continue to accrue benefits under the pension plan. Of the named executive officers, only Mr. Childress participated in the pension plan and he elected to accrue benefits under the pension plan rather than to receive the additional benefit under our 401(k) plan. Benefit accrual under this plan was frozen on December 31, 2020. Mr. Childress became eligible to receive a contribution equal to 2% of salary and annual incentive compensation to his account in our 401(k) plan commencing in 2021. As required by federal pension laws, benefits under the pension plan are funded by assets held in a tax-exempt trust.

  107. Restoration plan

    | EXECUTIVE COMPENSATION | NON-QUALIFIED DEFERRED COMPENSATION |

  108. Restoration plan

    | EXECUTIVE COMPENSATION | NON-QUALIFIED DEFERRED COMPENSATION |

  109. Restoration plan

    | EXECUTIVE COMPENSATION | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  110. Restoration plan

    | · | A lump-sum cash payment intended to approximate the value of foregone stock-based LTIP awards for the rest of the payment period (based on the market value of our common stock, as defined in the agreement). This payment will be equal to a number specified for each individual multiplied by the greatest of (1) 1/12 of the number of shares under an LTIP award payable in stock actually paid to the executive for the most recently completed performance cycle, (2) 1/12 of the target number of the stock LTIP award granted to the individual for the most recent cycle that began before the termination of employment and (3) 1/12 of the target number of the stock LTIP award granted to the individual for the most recent cycle that began before the change in control. The specified number for the named executive officers is 16. |

  111. Restoration plan

    | · | If the executive is under age 55, or over age 55 and not eligible to retire, a lump-sum payment equal to the present value of the health and welfare plans and programs and all fringe benefit programs, perquisites and similar arrangements the executive would be entitled to during his or her payment period, as well as the ability to exercise any vested options during his or her payment period. |

  112. Restoration plan

    | · | If the executive is at least age 55 and is eligible to retire, a lump-sum payment equal to the present value of the health and welfare plans and programs to which the executive would be entitled under the company’s general retirement policies if the executive retired, and all fringe benefit programs, perquisites and similar arrangements the executive would be entitled to during his or her payment period, as well as the ability to exercise any vested options during his or her payment period. |

  113. Restoration plan

    | · | All continuity agreements now include provisions to scale back payments under the agreement in the event that the payments otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and such reduction would result in the executive retaining a larger amount on an after-tax basis. In February 2024, we amended the continuity agreement with Mr. Childress (who had entered into his continuity agreement in 2006) to eliminate the provision in that agreement that had provided for a tax gross-up payment for any excise tax due under the federal tax code as a result of the payments and benefits under the agreement. |

  114. Restoration plan

    In addition, each continuity agreement provides for reimbursement of attorneys’ fees and expenses incurred by the executive to successfully, in whole or in part, enforce the terms of the agreement with us. Because the executive must leave the company before becoming entitled to these payments and benefits, the agreement has a “double trigger”—the first trigger is the change in control, and the second trigger is the termination, either by the company other than for “cause” or by the executive for “good reason.” The following table estimates the total amounts we would owe under these agreements to the current named executive officers if there had been a change in control, and they had been terminated, on December 31, 2023, without consideration of impact of the scale-back provisions that would reduce the payments to executives to avoid the excise tax imposed by Section 4999 of the Internal Revenue Code. The table also includes the value at that date of restricted stock units and stock options that would vest under those circumstances. See “—Restricted stock unit and stock option awards.” The table does not include a pro rata annual incentive plan compensation for the year of termination because even without these agreements, these officers would be entitled to their full 2032 annual incentive plan compensation if they had been terminated without cause on December 31, 2023. Because we have not entered into a management continuity agreement with Mr. Angelillo, if there had been a change in control, and he had been terminated, on December 31, 2023 he would be entitled to receive the severance benefits under our severance policies described below in the amounts included in the severance benefits table below.

  115. Restoration plan

    | Name | Salary and Annual Incentive Plan Compensation Continuation ($) | Existing LTIP Awards ($) | Foregone LTIP Awards ($) | Restricted Stock Units ($) | Stock Options ($) | Continuation of Benefits ($) | Total ($) | | Vaillancourt | 3,948,000 | 3,810,711 | 2,518,916 | 3,481,979 | 2,142,760 | 14,504 | 15,916,870 | | Childress | 2,210,149 | 930,026 | 2,311,393 | 1,282,290 | 925,455 | 35,489 | 7,694,802 | | McLean | 1,748,194 | 693,269 | 1,531,036 | 913,637 | 652,631 | 30,199 | 5,568,967 | | Bower | 1,120,820 | 229,655 | 551,725 | 349,373 | 226,010 | 25,006 | 2,502,590 |

  116. Long-term incentive awards

    | EXECUTIVE COMPENSATION | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  117. Long-term incentive awards

    | · | the amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for each PEO, with a description and quantification of the adjustments from total compensation as reported in accordance with the presentation of such amounts required for the summary compensation table to derive Compensation Actually Paid in 2023 set forth in footnote (3) to the table; |

  118. Long-term incentive awards

    | · | the average amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for the Non-PEO NEOs, with a description and quantification of the adjustments from total compensation as reported in accordance with the presentation of such amounts required for the summary compensation table to derive Compensation Actually Paid in 2023 set forth in footnote (3) to the table; |

  119. Long-term incentive awards

    | * Equity valuation assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. |