DEF 14A of Enpro Inc., Mar 24, 2025

DEF 14A of Enpro Inc.

Filed Mar 24, 2025 · FY20240001171200-25-000088

Open on EDGAR

  1. Our director nominees

    Our director nominees

  2. Our director nominees

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

  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 director nominees

    | 2025 PROXY STATEMENT | 2 | ENPRO INC. |

  5. Our director nominees

    | PROXY STATEMENT SUMMARY | BOARD OF DIRECTORS OVERVIEW |

  6. Nominees for election

    Nominees for election

  7. Nominees for election

    | Eric A. Vaillancourt Chief Executive Officer and President Age 61 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. · Continuous improvement and profit maximization skills driving structural improvement throughout Enpro. · 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. |

  8. Nominees for election

    | William Abbey Age 54 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 the 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. |

  9. Nominees for election

    | 2025 PROXY STATEMENT | 9 | ENPRO INC. |

  10. Nominees for election

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

  11. Nominees for election

    | Allison K. Aden Age 63 Director since 2024 Experience: Ms. Aden has served as Executive Vice President, Chief Financial Officer and Treasurer of Cavco Industries, Inc., a leading producer of factory-built housing, since August 2021. Prior to joining Cavco, Ms. Aden served as Executive Vice President and Chief Financial Officer of Diversified Technologies LLC, an industry-leading technology solutions provider delivering innovative digital media, collaborative, broadcasting, electronic security and integrated IT solutions, from July 2018 to August 2021. Ms. Aden served from November 2015 to May 2018 as Executive Vice President and Chief Financial Officer of Schweitzer-Mauduit International, Inc., | a leading global provider of highly engineered solutions and advanced materials for a variety of industries. Ms. Aden has also held key financial management positions with Americold Realty Trust, Brambles Limited, LNR Property Corporation, and PRG-Schultz International. Ms. Aden is a Certified Public Accountant. Ms. Aden received a B.S.B.A. in Finance and an M.B.A from the University of Missouri. Qualifications: · Thirty-year finance veteran with deep expertise in accounting, financial reporting, corporate strategy, mergers and acquisitions, IT and cybersecurity. · Experience across various sectors, including manufacturing, information technology, financial services and commercial real estate development. · Demonstrated track record of leadership, execution and strategic and operational success. |

  12. Nominees for election

    | Thomas M. Botts Age 70 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. |

  13. Nominees for election

    | 2025 PROXY STATEMENT | 10 | ENPRO INC. |

  14. Nominees for election

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

  15. Nominees for election

    | Felix M. Brueck Age 69 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. |

  16. Nominees for election

    | Adele M. Gulfo Age 62 Director since 2018 Experience: Ms. Gulfo served as the Chief Executive Officer, Biopharma Commercial Unit of Sumitomo Pharma America from July 2023 to September 2024 and as the Chief Business and Commercial Development Officer at Sumitovant Biopharma from December 2019 to September 2024. Ms. Gulfo served as Executive Vice President and Head of Global Commercial Development for Mylan N.V. (now Viatris) 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 an M.B.A. in Marketing from Fairleigh Dickinson University. Current public company directorships: · Tyra Biosciences, Inc. Public company directorships in the last five years: · Bemis Company, Inc. · Medexus Pharmaceuticals Inc. · Myovant Sciences Ltd. 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. |

  17. Nominees for election

    | 2025 PROXY STATEMENT | 11 | ENPRO INC. |

  18. Nominees for election

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

  19. Nominees for election

    | David L. Hauser Independent Chairman of the Board Age 73 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 past 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. |

  20. Nominees for election

    | John Humphrey Age 59 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 six years with Detroit Diesel Corporation, | a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions. 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. |

  21. Nominees for election

    | 2025 PROXY STATEMENT | 12 | ENPRO INC. |

  22. Nominees for election

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

  23. Nominees for election

    | Ronald C. Keating Age 56 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 to September 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 15 years as a Chief Executive Officer and board of directors member. · Experience in and knowledge of mergers and acquisitions, environmental matters, corporate governance, strategic planning, finance, audit, risk, cybersecurity, executive compensation and benefits and international markets. |

  24. Nominees for election

    | Judith A. Reinsdorf Age 61 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, a 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 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. |

  25. Nominees for election

    | 2025 PROXY STATEMENT | 13 | ENPRO INC. |

  26. Nominees for election

    | PROPOSAL 1 — ELECTION OF DIRECTORS | Director independence |

  27. Director independence

    Director independence The Enpro board believes a substantial majority of its directors should be independent. In connection with its nomination of the director nominees listed in this proxy statement, the board considered the independence of each person nominated by the board of directors for election as a director and determined that each of the nominees, other than Mr. Vaillancourt, is independent. Mr. Vaillancourt is an employee and is not considered independent. To determine independence, the board used the definition of an “independent director” in the listing standards of the New York Stock Exchange (the “NYSE”) and our Corporate Governance Guidelines, which categorize a director as independent only if the board affirms the director has no outside material relationship with our company (either directly or as a director, partner, shareholder or officer of an organization that has a relationship with us). Each director has completed a questionnaire to identify any relationships he or she may have with us or with any of our executive officers or other directors. After discussing all relationships disclosed in the responses to these questionnaires, including the relationship involving Mr. Keating described in “Compensation Committee interlocks and insider participation” below, the board determined that no director, except Mr. Vaillancourt, has a material relationship with the company other than as a director and all directors, except for Mr. Vaillancourt, are independent.

  28. Director experiences and qualifications

    Director experiences and qualifications

  29. Director Nominee Experience and Qualifications

    Director Nominee Experience and Qualifications

  30. Director Nominee Experience and Qualifications

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

  31. Director compensation

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

  32. Director compensation

    | • | an annual cash retainer of $100,000, paid in quarterly installments; and |

  33. Director compensation

    | • | an annual grant of shares or, if a director so elects, phantom shares equal in value to approximately $125,000. |

  34. Director compensation

    Additional cash compensation is paid to:

  35. Director compensation

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

  36. Director compensation

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

  37. Director compensation

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

  38. Director compensation

    | • | our Chairman, who received an additional fee at an annual rate of $100,000. |

  39. 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 and believe that the compensation paid to our non-employee directors is reasonable. Non-employee directors are generally granted fully-vested shares, or phantom shares if elected by the director, at the first meeting of the Compensation and Human Resources Committee each year. Phantom shares are fully vested when awarded and are paid in shares of common stock when a director ceases his or her service on the board. Board members are required to own the company’s stock. Each director has five years from the date he or she joins the board to accumulate Enpro shares equal in value to at least five times the annual cash retainer paid to directors. Phantom shares count toward this requirement. We examine compliance with this policy each February. As of February 13, 2025, all of the directors who have served for five years complied with this requirement. A deferred compensation plan allows non-employee directors to defer receipt of all or part of the cash portion of their annual retainer fees. The deferred portions of the fees can be directed to a cash account or a stock account. Fees deferred into a cash account are credited with a return based on an investment option chosen by the director from those available under our Retirement Savings Plan for Salaried Employees (excluding our common stock). Fees deferred into a stock account are credited with stock units, each equal in value to the fair market value of one share of our common stock on a given date. All amounts deferred are payable after a director ceases his or her service on the board. As of December 31, 2024, the following directors had deferred compensation balances under the plan: Mr. Abbey, 909 stock units; Mr. Botts, 2,953 stock units; Mr. Brueck, 9,993 stock units; Mr. Hauser, $2,513,192 and 8,534 stock units; Mr. Humphrey, 7,804 stock units; and Mr. Keating, 1,199 stock units.

  40. Director compensation

    | 2025 PROXY STATEMENT | 22 | ENPRO INC. |

  41. Director compensation

    | Corporate governance policies and practices | Director compensation |

  42. Director compensation

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

  43. 2024 Non-Employee Director Compensation

    2024 Non-Employee Director Compensation

  44. 2024 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 | 100,000 | 132,423 | — | 232,423 | | Allison K. Aden | 15,618 | 18,891 | — | 34,509 | | Thomas M. Botts | 115,000 | 132,423 | 17,667 | 265,090 | | Felix M. Brueck | 100,000 | 132,423 | 14,164 | 246,586 | | Adele M. Gulfo | 100,000 | 132,423 | 4,939 | 237,361 | | David L. Hauser | 200,000 | 132,423 | 35,174 | 367,597 | | John Humphrey | 120,000 | 132,423 | 10,504 | 262,926 | | Ronald C. Keating | 100,000 | 132,423 | — | 232,423 | | Judith A. Reinsdorf | 110,000 | 132,423 | — | 242,423 | | Kees van der Graaf | 33,791 | 44,361 | 4,474 | 82,626 |

  45. 2024 Non-Employee Director Compensation

    | (1) Messrs. Abbey and Keating each deferred $100,000 of the fees earned in 2024 pursuant to our Deferred Compensation Plan for Non-Employee Directors into a stock account and, as a result, an aggregate of 619 stock units, individually, were credited to each of them, 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. |

  46. 2024 Non-Employee Director Compensation

    | (2) On February 15, 2024, each director then serving as a non-employee member of the board received a grant of 803 shares, or at the director’s election 803 phantom shares to be settled in shares of common stock, except that Mr. van der Graaf, who retired as a director in May 2024, received a grant of 269 phantom 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 15, 2024, which average price was $155.66 per share. The dollar amount presented in the table for these directors reflects the closing price of our common stock on February 15, 2024, which was $164.91 per share. Ms. Aden received a prorated award of 127 shares upon her election as a director on November 5, 2024, based on the average closing price of our common stock for the 20 trading days ending on the trading day immediately preceding November 5, 2024, which average price was $153.15 per share. The dollar amount presented in the table for this award to Ms. Aden reflects the closing price of our common stock on November 5, 2024, which was $148.75 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, 2024, our non-employee directors held the following numbers of phantom shares, including phantom shares to be settled in cash: |

  47. 2024 Non-Employee Director Compensation

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

  48. 2024 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 2024. 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. |

  49. 2024 Non-Employee Director Compensation

    | 2025 PROXY STATEMENT | 23 | ENPRO INC. |

  50. 2024 executive compensation decisions at a glance

    2024 executive compensation decisions at a glance 2024 target compensation rewards success. Our compensation program enables us to attract and retain talented and highly motivated executive officers who are capable of driving our success and building value for our shareholders. The performance-based structure of our compensation program is designed to incentivize achievement of superior performance results and to align the interests of our executive officers with the interests of our shareholders. The following charts show the relative portion of Mr. Vaillancourt’s 2024 target compensation and the average target compensation of the other NEOs. Target compensation consists of the base salary for 2024, target annual performance-based cash compensation awards made in 2024, target Performance Share Awards (PSAs) granted in 2024, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2024 and other 2024 compensation, principally company contributions to defined contribution retirement plans.

  51. 2024 executive compensation decisions at a glance

    | * 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 40 and in the grants of plan-based awards table on page 42 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. These charts reflect the Committee’s basis for valuing these awards in allocating target compensation. |

  52. 2024 executive compensation decisions at a glance

    | 2024 Annual Performance Plan 129.3% of target payout, based on achievement of between the threshold and target levels of Adjusted EBITDA, as weakened demand in our Advanced Surface Technologies segment was mostly offset by strong operating performance across our Sealing Technologies segment, and above-target achievement of Cash Flow ROIC due to disciplined working capital management | 2022-2024 Performance Share Awards 150% of target vesting that reflects our rTSR ranking at the 74th percentile relative to the S&P SmallCap 600 Capital Goods Index |

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

  54. 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; |

  55. 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); |

  56. Key elements of compensation

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

  57. The decision-making process

    The decision-making process The role of the Committee. The primary function delegated to the Committee by our board is overseeing the design and cost of our compensation programs, particularly the program for executive officers. The Committee determines executive compensation based on a comprehensive view of factors designed to produce long-term business success. All of our non-management directors sit on the Committee. When setting targeted compensation for each of our executive officers, the Committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of targeted compensation, the Committee reviews compensation data for a broad survey group and for a peer group prepared by its independent executive compensation consultant. The Committee generally sets annual salary rates and makes annual incentive and long-term compensation awards at its meetings in February of each year. The Committee occasionally adjusts compensation arrangements, including making long-term compensation awards, to NEOs or other employees at other times, such as in connection with hiring, promotion or for retention purposes. 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 engaged 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 reviewed by the Committee to inform its February 2024 compensation decisions was prepared in December 2023. 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 2023 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. The peer group selected by the Committee for study used for the purposes of setting compensation levels for 2024 was as follows:

  58. The decision-making process

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

  59. The decision-making process

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

  60. Annual performance incentive plan awards

    Annual performance incentive plan awards The plan used by the Committee to grant annual incentive awards is designed to give executive officers a personal financial incentive to help us reach annual business goals that drive our long-term objectives. 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 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 2024, was permitted to adjust amounts payable under the awards in its discretion. For 2024, the performance measures and weightings for the annual performance plan were:

  61. Annual performance incentive plan awards

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

  62. 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 high-margin growth, optimizing cash flow of our existing businesses and selectively pursuing strategic acquisitions 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.

  63. Annual performance incentive plan awards

    | 2025 PROXY STATEMENT | 31 | ENPRO INC. |

  64. Annual performance incentive plan awards

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

  65. Annual performance incentive plan awards

    Performance goals for 2024 The following table presents the 2024 performance goals set for the annual performance plan. The table shows goals for threshold, target and maximum performance levels, actual 2024 performance and weighted payout percentages for each goal, resulting in the total payout of 129.3% of the target amount.

  66. Annual performance incentive plan awards

    | | Performance Levels | | | Actual Performance | | | (dollars in millions) | Threshold | Target | Maximum | Amount | Weighted Payout % | | Adjusted EBITDA(1) | $245.7 | $277.6 | $309.5 | $258.8 | 35.3% | | Cash Flow ROIC(1) | 24.8% | 27.6% | 30.4% | 30.0% | 93.9% |

  67. 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. |

  68. 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 set forth below. Due to his retirement, Mr. Childress received a prorated payout under our annual performance plan based on his period of service in 2024.

  69. Annual performance incentive plan awards

    | | Target Payout, as Percentage of Salary | Actual Payout, as Percentage of Salary | | Vaillancourt | 100% | 129.3% | | Bruderek | 70% | 90.5% | | McLean | 60% | 77.6% | | Bower | 45% | 58.2% | | Joiner | 50% | 64.7% | | Childress | 70% | 90.5% |

  70. 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 2024 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 2024, our adjusted EBITDA was $258.8 million (between the threshold and target levels), and our Cash Flow ROIC was 30.0% (between the target and maximum levels). Based on the payout levels established by the Committee for the annual performance plan, the named executive officers received payouts under that plan of 129.3% 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 operating performance across our Sealing Technologies segment. We achieved a Cash Flow ROIC between the target and maximum levels 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. Due to his retirement, Mr. Childress received a prorated payout under our annual performance plan based on his period of service in 2024.

  71. Annual performance incentive plan awards

    | 2025 PROXY STATEMENT | 32 | ENPRO INC. |

  72. Annual performance incentive plan awards

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

  73. Long-term compensation

    Long-term compensation Awards granted in 2024 For the long-term compensation awards made as part of the annual compensation review in February 2024, the Committee granted to the NEOs 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 30% to Performance Share Awards, 30% to stock options and 40% to restricted stock units. The following table summarizes the terms of these awards.

  74. Long-term compensation

    | 2024 Long-term Compensation Awards | | | | Type of Award | General Terms | Vesting | | Performance Share Awards (30% of LTI) | The Performance Share Awards are denominated as stock units, with the amount of stock units earned being based on our three-year rTSR, which measures performance relative to peers, that are paid out in shares of common stock plus cash in an amount equal to the dividend equivalents. 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). There is: • no payout if our rTSR is below the 25th percentile, • payout 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 Awards vest at the end of the three-year performance period, subject to continued employment. Upon the recipient’s death, the award vest in full, with payment based on performance through the next fiscal quarter-end and prorated based on period of service, and upon the recipient’s disability, retirement or termination without cause, they vest in full, with payment based on performance through the end of the three-year performance period and prorated based on period of service. No vesting upon a change in control if the award is assumed, converted or replaced by the acquirer and, if so, the award vests in full upon termination of employment, other than for “cause,” or resignation for “good reason” within two years after the change in control. | | Stock Options (30% of LTI) | The stock options have an exercise price per share equal to the closing price on our common stock on the date of grant and expire, if unexercised, ten years after the date of grant, with earlier termination in connection with a termination of employment. | The stock options vest, subject to continued employment, in equal installments on the first, second and third anniversaries of the grant date. The stock options vest in full (but expire if not exercised within one year) upon the recipient’s death or disability and continue to become exercisable based on the vesting schedule following retirement. No vesting upon a change in control if the award is assumed, converted or replaced by the acquirer and, if so, the award vests in full upon termination of employment, other than for “cause,” or resignation for “good reason” within two years after the change in control. | | Restricted Stock Units (40% of LTI) | The restricted stock units are payable upon vesting in one share of common stock for each unit that is vesting plus cash in an amount equal to the dividend equivalents. | The restricted stock units vest, subject to continued employment, in equal installments on the first, second and third anniversaries of the grant date. The restricted stock units vest in full upon the recipient’s due to death or disability and continue to vest based on the vesting schedule following retirement. No vesting upon a change in control if the award is assumed, converted or replaced by the acquirer and, if so, the award vests in full upon termination of employment, other than for “cause,” or resignation for “good reason” within two years after the change in control. |

  75. Long-term compensation

    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 performance cycle is the three-year period ending December 31, 2026. The Committee continued the use of rTSR as a performance measure for the Performance Share Awards granted in 2024 to focus senior teams on the share value impact of all decisions, and align the

  76. Long-term compensation

    | 2025 PROXY STATEMENT | 33 | ENPRO INC. |

  77. Long-term compensation

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

  78. Long-term compensation

    management experience with the share value experience of shareholders, as compared to the share performance of the peer group. The Committee elected to award stock options to better align the compensation of the executive officers receiving those awards with shareholder interests, 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 believes this long-term executive compensation structure aligns with the company’s long-term business strategy 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. 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 Committee authorized the award of the stock options at its meeting in February 2024, but deferred the grant of the stock options until the fourth trading day after the issuance of the company’s press release announcing financial results for the fourth quarter and year ended December 31, 2023, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that fourth trading day. The Committee’s practice is to determine the amount and recipients of annual option awards at its meeting in February but, commencing in 2025, to defer the grant of the options until the second trading date after the later of the issuance of a press release disclosing the company’s prior-fiscal year earnings results and the filing of its Form 10-K for that fiscal year, which is consistent with the Committee’s policy that option awards not be granted until after material information then-known to the company that would affect the value of the options has been publicly disclosed. 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 2024.

  79. Long-term compensation

    | | Performance Share Awards* | Stock Options* | Restricted Stock Units* | | Vaillancourt | 7,233 | 16,984 | 9,644 | | Bruderek | 1,387 | 3,258 | 1,850 | | McLean | 1,354 | 3,181 | 1,806 | | Bower | 489 | 1,148 | 652 | | Joiner | 560 | 1,316 | 747 | | Childress | 1,925 | 4,521 | 2,567 |

  80. 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 grant date fair value amounts of the Performance Share Awards included in the summary compensation table on page 40 and the grants of plan-based awards table on page 42 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 2024, 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 40 and in column (l) of the grants of plan-based awards table on page 42. |

  81. Long-term compensation

    Performance Share Awards made for 2022-2024 cycle In 2022, the target level of our long-term compensation awards included Performance Share Awards for the three-year performance period ended December 31, 2024. The Performance Share Awards granted in 2022 had terms consistent with the Performance Share Awards granted in 2024, but had a three-year performance period ended December 31, 2024, and the value of the stock units earned under the awards was paid in cash rather than shares of common stock. In addition to the annual Performance Share Awards granted in 2022, Mr. Vaillancourt also received Performance Share Awards for the same performance period and with the same terms in connection with his appointment as President and Chief Executive Officer. 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 for the three-year performance period ended December 31, 2024 were not entitled to receive dividends with respect to the share units underlying the awards.

  82. Long-term compensation

    | 2025 PROXY STATEMENT | 34 | ENPRO INC. |

  83. Long-term compensation

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

  84. Long-term compensation

    The following table summarizes the terms of these Performance Share Awards, actual performance and the payout percentage:

  85. Long-term compensation

    | Award Type | Performance Measure | Performance Levels | | | Actual Performance | | | | | Threshold | Target | Maximum | Amount | Payout % | | Performance Share Award | rTSR | 25% | 50% | 75% | 74.2% | 150% |

  86. Long-term compensation

    The following table sets forth for the named executive officers the payout amount for the Performance Share Awards for the 2022-2024 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. The payout to Mr. Childress was prorated, due to his retirement, for the period of his service relative to the three-year performance period. Mr. Bruderek was not employed by the company in 2022 and accordingly had not been granted a Performance Share Award for the 2022-2024 performance period.

  87. Long-term compensation

    | | Actual Payout | | Vaillancourt | $3,295,442 | | McLean | $578,343 | | Bower | $180,447 | | Joiner | $167,142 | | Childress | $600,944 |

  88. 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, from 2.5 times base salary to 3.0 times base salary. Minimum levels for other key employees 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, 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 2025 meeting, each of our current named executive officers who has held his or her 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 our Dodd-Frank Clawback Policy adopted effective on October 2, 2023 to address the requirements under rules adopted in 2023 by the 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 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 Dodd-Frank Clawback Policy 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. This 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 Dodd-Frank Clawback 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 mandatory clawback by the company of such excess compensation, with exceptions applicable only if

  89. 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 |

  90. Other compensation practices, policies and guidelines

    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. 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.

  91. Summary compensation table

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

  92. Summary compensation table

    | • | their names and positions held in 2024 (column (a)); |

  93. Summary compensation table

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

  94. Summary compensation table

    | • | salaries (column (c)); |

  95. Summary compensation table

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

  96. 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 |

  97. Summary compensation table

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

  98. 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 | 2024 | 886,154 | — | 3,280,672 | 1,135,211 | 1,145,797 | — | 223,423 | 6,671,257 | | | 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 | | Joseph F. Bruderek, Jr.(6) Executive Vice President and Chief Financial Officer | 2024 | 461,588 | — | 629,912 | 217,765 | 417,738 | — | 21,871 | 1,748,873 | | Robert S. McLean(7) Executive Vice President and General Counsel | 2024 | 497,692 | — | 614,244 | 212,618 | 386,109 | — | 95,135 | 1,805,798 | | | 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 | | Steven R. Bower Senior Vice President Controller and Chief Accounting Officer | 2024 | 359,349 | — | 221,796 | 76,732 | 209,087 | — | 64,137 | 931,102 | | | 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 | | Larisa R. Joiner Senior Vice President and Chief Information Officer | 2024 | 358,981 | — | 254,054 | 87,961 | 232,081 | — | 29,126 | 962,204 | | J. Milton Childress II(8) Former Executive Vice President and Chief Financial Officer | 2024 | 244,881 | — | 873,177 | 302,184 | 221,642 | — | 1,647,135 | 3,289,019 | | | 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 |

  99. Summary compensation table

    | (1) The annual long-term compensation awards made in 2024 to the NEOs were 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. 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 |

  100. Summary compensation table

    | 2025 PROXY STATEMENT | 40 | ENPRO INC. |

  101. Summary compensation table

    | Executive compensation | Summary compensation table |

  102. Summary compensation table

    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 2024 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 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 2024 would be as follows: Mr. Vaillancourt, $4,970,952; Mr. Bruderek, $953,340; Mr. McLean, $930,659; Mr. Bower, $336,069; Ms. Joiner, $384,920; and Mr. Childress, $1,323,030. See Note 17 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2024 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.

  103. Summary compensation table

    | (2) The stock options awarded in 2024 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, 2024 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. |

  104. Summary compensation table

    | (3) For 2024, 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.” Due to his retirement, Mr. Childress received a prorated payout under our annual performance plan based on his period of service in 2024. |

  105. Summary compensation table

    | (4) At December 31, 204, the actuarial present value of benefits for Mr. Childress under the defined benefit pension plan and under the defined benefit restoration plan was lower than the actuarial present value of such benefits at December 31, 2023 as a result of his retirement in 2024. |

  106. Summary compensation table

    | (5) For 2024, these amounts consist of the following: |

  107. Summary compensation table

    | | 401(k) plan* ($) | Amounts paid for umbrella liability insurance ($) | Non-qualified deferred compensation plan** ($) | Other*** ($) | Total ($) | | Vaillancourt | 27,600 | 1,645 | 175,549 | 18,629 | 223,423 | | Bruderek | 20,700 | 1,171 | — | — | 21,871 | | McLean | 27,600 | 1,171 | 66,364 | — | 95,135 | | Bower | 26,076 | 1,171 | 36,890 | — | 64,137 | | Joiner | 23,050 | 1,171 | 4,905 | — | 29,126 | | Childress | 27,600 | 1,171 | 63,079 | 1,555,285 | 1,647,135 |

  108. Summary compensation table

    | * For Messrs. Vaillancourt, McLean and Childress, includes a matching 401(k) contribution of $20,700 and an employer 401(k) contribution of $6,900. For Mr. Bruderek, includes a matching 401(k) contribution of $20,700. Mr. Bower, includes a matching 401(k) contribution of $19,176.29 and an employer 401(k) contribution of $6,900. For Ms. Joiner, includes a matching 401(k) contribution of $16,150 and an employer 401(k) contribution of $6,900. |

  109. Summary compensation table

    | ** For Mr. Vaillancourt, includes a matching contribution of $115,394 and an employer contribution of $60,155. For Mr. McLean, includes a matching contribution of $49,994 and an employer contribution of $16,370. Mr. Bower, includes a matching contribution of $31,855 and an employer contribution of $5,036. For Ms. Joiner, includes an employer contribution of $4,905. For Mr. Childress, includes a matching contribution of $43,770 and an employer contribution of $19,309. |

  110. Summary compensation table

    | *** Such amounts reflect (i) for Mr. Vaillancourt, the total relocation benefits received by him in 2024 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 $7,859 in gross-up payments for the taxes related to such benefits and (ii) for Mr. Childress, aggregate payments made to him in 2024 under the company’s pension and restoration plans, which are described beginning on page 47. |

  111. Summary compensation table

    | (6) Mr. Bruderek joined Enpro on January 8, 2024 and was appointed as Executive Vice President effective on that date and as Chief Financial Officer effective on April 1, 2024. |

  112. Summary compensation table

    | (7) Mr. McLean also serves as Chief Administrative Officer and served as Secretary of Enpro until November 5, 2024. |

  113. Summary compensation table

    | (8) Mr. Childress retired as Chief Financial Officer on April 1, 2024 and from all positions with the company on May 31, 2024. |

  114. Summary compensation table

    | 2025 PROXY STATEMENT | 41 | ENPRO INC. |

  115. Summary compensation table

    | Executive compensation | Grants of plan-based awards |

  116. Grants of plan-based awards

    Grants of plan-based awards The following table provides additional information about awards we granted in 2024 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”).

  117. 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 15, 2024, but deferred the grant of the stock options until the fourth trading day after the issuance of our press release announcing our financial results for the fourth quarter and fiscal year ended December 31, 2023, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that fourth trading day, which was February 27, 2024. |

  118. 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 2024 of stock options, restricted stock units and Performance Share Awards. |

  119. Grants of plan-based awards

    | (3) For 2024 awards under our annual performance plan, 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 plan 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. |

  120. Grants of plan-based awards

    | (4) The Performance Share Awards 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, 2026. Stock units earned under a Performance Share Award granted in 2024 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. |

  121. Grants of plan-based awards

    | (5) As a result of Mr. Childress’s retirement, the awards granted to him in 2024 continue to vest based on their respective vesting schedules, with payout under our annual performance plan and the Performance Share Awards being prorated based on the period of his service relative to the respective performance period. |

  122. Grants of plan-based awards

    | 2025 PROXY STATEMENT | 42 | ENPRO INC. |

  123. Grants of plan-based awards

    | Executive compensation | Grants of plan-based awards |

  124. Grants of plan-based awards

    Annual performance plan awards In February 2024, the Compensation and Human Resources Committee granted each named executive officer an opportunity for an award in 2024 under our annual performance plan. Information about these award opportunities is reported in the Annual Plan line beside each officer’s name in the foregoing table. The 2024 payout amounts are included in column (g) of the summary compensation table. The annual incentive compensation plans and these awards are described in “Compensation discussion and analysis—2024 executive compensation decisions in detail—Annual performance incentive plan awards.” Performance Share Awards Our annual long-term incentive compensation awards made in 2024 were granted as Performance Share Awards under the Equity Plan—that is, long-term incentive compensation awards denominated in share units, with the amount payable based on the performance level achieved. The amount earned with respect to a Performance Share Award 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). 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. 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. The performance period for the awards is the three-year period ending December 31, 2026. The Performance Share Awards granted in 2024 are forfeited in the event the recipient ceases to be employed prior to December 31, 2026 for any reason other than death, disability, retirement, involuntary termination other than for cause or in connection with a change in control. In the event of the recipient’s death, disability, retirement or involuntary termination other than for cause, the Performance Share Awards are to be paid out at prorated amount based on the proportion of the performance period that the recipient was employed, with, in the event of the recipient’s death, the performance being measured through the end of the prior fiscal quarter with the payout to be made promptly, and, in the event of the recipient’s disability, retirement or involuntary termination of employment without cause, the performance being measured over the three-year performance period with payout to be made following the determination of such performance. If, upon a “change in control” as defined in the Equity Plan, a Performance Share Award is not assumed, converted or replaced by the resulting entity in the change-in-control transaction, or if the award is so assumed, converted or replaced and within two years after the date of a change in control the executive’s employment is terminated, either by the company other than for “cause” or by the executive for “good reason,” as such terms are defined in the award agreement for the Performance Share Award, then the target payout opportunities attainable under the award are deemed to have been earned based upon the greater of assumed achievement at the target level or the actual level of achievement of the performance goals against target as of the fiscal quarter end preceding the change-in-control event. The Performance Share Awards made to the NEOs in 2024 are described in “Compensation discussion and analysis—Executive summary—2024 executive compensation decisions at a glance” and “Compensation discussion and analysis—2024 executive compensation decisions in detail—Long-term compensation.” Restricted stock unit awards All 2024 awards of restricted stock units to the named executive officers were made under the Equity Plan. The restricted stock units vest, subject to continued employment, in equal annual installments on the first, second and third anniversaries of the date of the award. 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. The restricted stock units would vest upon a change in control of the company, except that, if the resulting entity in the change in control assumes the awards, the awards will vest early in connection with a change in control only if within two years after the change in control the employee is terminated without “cause” or the employee resigns for “good reason,” as such terms are defined in the restricted stock unit awards. Recipients of restricted stock units are not entitled to receive dividends (if dividends are paid) before the units vest. However, when the units vest, the recipient is entitled to receive one share of common stock for each restricted stock unit vesting plus a cash payment equal to the aggregate amount of any cash dividends paid on the shares from the date of the award through the date the units vest. Recipients have no right to vote any restricted stock units on any matter presented to a vote of the company’s shareholders. Stock options The stock options awarded in 2024 become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the date of grant. To the extent permitted under the Internal Revenue Code, the stock options are intended to qualify as incentive stock options. The stock options expire if not exercised by the tenth anniversary of the date of grant, with earlier termination in connection with a termination of employment, other than upon death or disability (in which case the options fully vest but are exercisable for a period no longer than one year after such event) or retirement (in which case the options continue to become exercisable based on the vesting schedule). The stock options would vest upon a change in control of the company, except that, if the resulting entity in the change in control assumes, converts or replaces the awards, the awards will vest early in connection with a change in control only if within two years after the change in control the executive’s employment is terminated without “cause” or the executive resigns for “good reason,” as such terms are defined in the stock option award agreements. In addition, upon a change in control the stock options may be cancelled in exchange for a payment based on the in-the-money value of the stock option as of the occurrence of the change in control.

  125. Grants of plan-based awards

    | 2025 PROXY STATEMENT | 43 | ENPRO INC. |

  126. Grants of plan-based awards

    | Executive compensation | Grants of plan-based awards |

  127. Grants of plan-based awards

    The annual stock options awarded in 2024 were granted on February 27, 2024, which was the day that we filed our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) and the fourth trading day after the issuance our press release announcing our financial results for the fourth quarter and year ended December 31, 2023. We have included the following table to report the percentage change in the per share closing price in our common stock on the New York Stock Exchange on the trading day immediately prior to the filing of the 2023 Form 10-K ($158.77) and the trading day immediately following such filing ($159.14).

  128. Grants of plan-based awards

    | Name | Grant date | Number of securities underlying the award (#) | Exercise price of the award ($/Sh) | Grant date fair value of the award ($) | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Filing of the 2023 Form 10-K and the Trading Day Beginning Immediately Following the Filing of the 2023 Form 10-K(%) | | Eric A. Vaillancourt | 2/27/2024 | 16,984 | 156.20 | 1,135,211 | 0.23 | | Joseph F. Bruderek, Jr. | 2/27/2024 | 3,258 | 156.20 | 217,765 | 0.23 | | Robert S. McLean | 2/27/2024 | 3,181 | 156.20 | 212,618 | 0.23 | | Steven R. Bower | 2/27/2024 | 1,348 | 156.20 | 76,732 | 0.23 | | Larisa R. Joiner | 2/27/2024 | 1,316 | 156.20 | 87,961 | 0.23 | | J. Milton Childress II | 2/27/2024 | 4,521 | 156.20 | 302,184 | 0.23 |

  129. Grants of plan-based awards

    | 2025 PROXY STATEMENT | 44 | ENPRO INC. |

  130. Grants of plan-based awards

    | Executive compensation | Outstanding equity awards at fiscal year-end |

  131. Outstanding equity awards at fiscal year-end

    Outstanding equity awards at fiscal year-end The following table is a snapshot as of the end of 2024 of equity awards to our named executive officers. These officers have not yet realized the benefits of these rewards. Other than the option awards in column (b), the awards either had not vested or the officers had not yet earned them as of December 31, 2024.

  132. Outstanding equity awards at fiscal year-end

    | | | Option Awards | | Stock Awards | | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j) | | Eric A. Vaillancourt | 6,300 | — | 53.78 | 2 /27/2030 | — | — | — | — | | | 6,662 | — | 80.00 | 2/25/2031 | — | — | — | — | | | 10,265 | — | 106.10 | 11/28/2031 | — | — | — | — | | | 15,424 | 7,736(2) | 106.54 | 2/24/2032 | — | — | — | — | | | 7,402 | 14,828(3) | 110.73 | 3/2/2033 | — | — | — | — | | | — | 16,984(4) | 156.20 | 2/27/2034 | — | — | — | — | | | — | — | — | — | 3,794(5) | 654,275 | — | — | | | — | — | — | — | 8,009(6) | 1.381,152 | — | — | | | — | — | — | — | 9,644(7) | 1,663,108 | — | — | | | — | — | — | — | — | — | 18,010(8) | 3,105,825 | | | — | — | — | — | — | — | 14,466(9) | 2,494,662 | | Joseph F. Bruderek, Jr. | — | 3,258(4) | 156.20 | 2/27/2034 | — | — | — | — | | | — | — | — | — | 1,850(7) | 319,033 | — | — | | | — | — | — | — | — | — | 2,774(9) | 478,376 | | Robert S. McLean | 11,190 | — | 53.78 | 2/27/2030 | — | — | — | — | | | 10,248 | — | 80.00 | 2/25/2031 | — | — | — | — | | | 3,830 | 1,921(2) | 106.54 | 2/24/2032 | — | — | — | — | | | 1,428 | 2,862(3) | 110.73 | 3/2/2033 | — | — | — | — | | | — | 3,181(4) | 156.20 | 2/27/2034 | — | — | — | — | | | — | — | — | — | 942(5) | 162,447 | — | — | | | — | — | — | — | 1,546(6) | 266,608 | — | — | | | — | — | — | — | 1,806(7) | 311,445 | — | — | | | — | — | — | — | — | — | 3,474(8) | 599,091 | | | — | — | — | — | — | — | 2,708(9) | 466,995 | | Steven R. Bower | 4,051 | — | 53.78 | 2/27/2030 | — | — | — | — | | | 3,692 | — | 80.00 | 2/25/2031 | — | — | — | — | | | 1,194 | 600(2) | 106.54 | 2/24/2032 | — | — | — | — | | | 515 | 1,033(3) | 110.73 | 3/2/2033 | — | — | — | — | | | — | 1,148(4) | 156.20 | 2/27/2034 | — | — | — | — | | | — | — | — | — | 294(5) | 50,700 | — | — | | | — | — | — | — | 558(6) | 96,227 | — | — | | | — | — | — | — | 652(7) | 112,437 | — | — | | | — | — | — | — | — | — | 1,254(8) | 216,252 | | | — | — | — | — | — | — | 978(9) | 168,656 |

  133. Outstanding equity awards at fiscal year-end

    | 2025 PROXY STATEMENT | 45 | ENPRO INC. |

  134. Outstanding equity awards at fiscal year-end

    | Executive compensation | Outstanding equity awards at fiscal year-end |

  135. Outstanding equity awards at fiscal year-end

    | | | Option Awards | | Stock Awards | | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j) | | Larisa R. | 3,314 | — | 53.78 | 2/27/2030 | — | — | — | — | | Joiner | 3,249 | — | 80.00 | 2/25/2031 | — | — | — | — | | | 1,107 | 556(2) | 106.54 | 2/24/2032 | — | — | — | — | | | 471 | 944(3) | 110.73 | 3/2/2033 | — | — | — | — | | | — | 1,316(4) | 156.20 | 2/27/2034 | — | — | — | — | | | — | — | — | — | 273(5) | 47,079 | — | — | | | — | — | — | — | 510(6) | 87,950 | — | — | | | — | — | — | — | 747(7) | 128,820 | — | — | | | — | — | — | — | — | — | 1,146(8) | 197,628 | | | — | — | — | — | — | — | 1,120(9) | 193,144 | | J. Milton | — | 2,477(2) | 106.54 | 2/24/2032 | — | — | — | — | | Childress II | 2,030 | 4,067(3) | 110.73 | 3/2/2033 | — | — | — | — | | | — | 4,521(4) | 156.20 | 2/27/2034 | — | — | — | — | | | — | — | — | — | 303(5) | 52,252 | — | — | | | — | — | — | — | 2,197(6) | 378,873 | — | — | | | — | — | — | — | 214(7) | 36,904 | — | — | | | — | — | — | — | — | — | 2,332(8) | 402,153 | | | — | — | — | — | — | — | 536(9) | 92,433 |

  136. Outstanding equity awards at fiscal year-end

    | (1) We calculated these values using a price of $172.45, the closing price per share of our common stock on the NYSE on December 31, 2024. |

  137. Outstanding equity awards at fiscal year-end

    | (2) Such stock options vested and became exercisable on February 24, 2025. |

  138. Outstanding equity awards at fiscal year-end

    | (3) Such stock options are scheduled to vest and become exercisable in equal installments on March 2, 2025 and March 2, 2026. |

  139. Outstanding equity awards at fiscal year-end

    | (4) Such stock options are scheduled to vest and become exercisable in equal installments on February 27, 2025, February 27, 2026 and February 27, 2027. |

  140. Outstanding equity awards at fiscal year-end

    | (5) Such restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vested on February 15, 2025. |

  141. Outstanding equity awards at fiscal year-end

    | (6) These restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vest in equal annual installments on February 16, 2025 and February 16, 2026. |

  142. Outstanding equity awards at fiscal year-end

    | (7) These restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vest in equal annual installments on February 15, 2025, February 15, 2026 and February 15, 2027. |

  143. Outstanding equity awards at fiscal year-end

    | (8) The amounts for these outstanding Performance Share Awards for the 2023–2025 performance cycle are presented at the maximum performance level. The awards for the 2023–2025 performance cycle generally will vest December 31, 2025. The award to Mr. Childress is prorated for his period of service during the performance cycle. |

  144. Outstanding equity awards at fiscal year-end

    | (9) The amounts for these outstanding Performance Share Awards for the 2024–2026 performance cycle are presented at the maximum performance level. The awards for the 2024–2026 performance cycle generally will vest December 31, 2026. The award to Mr. Childress is prorated for his period of service during the performance cycle. |

  145. Outstanding equity awards at fiscal year-end

    | 2025 PROXY STATEMENT | 46 | ENPRO INC. |

  146. Outstanding equity awards at fiscal year-end

    | Executive compensation | Option exercises and stock vested |

  147. Option exercises and stock vested

    Option exercises and stock vested This table provides information about amounts the named executive officers realized in 2024 from equity awards, and includes Performance Share Awards for the 2022-2024 performance cycle, which were earned by the named executive officers on December 31, 2024, even though performance for the three-year performance cycle was not certified by the Compensation and Human Resources Committee until February 2025.

  148. Option exercises and stock vested

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c)(1) | Number of Shares Acquired on Vesting (#) (d)(2) | Value Realized on Vesting ($) (e)(1) | | Eric A. Vaillancourt | — | — | 28,496 | 5,017,124 | | Joseph F. Bruderek, Jr. | | — | — | — | | Robert S. McLean | — | — | 6,515 | 1,130,914 | | Steven R. Bower | — | — | 2,367 | 408,179 | | Larisa R. Joiner | — | — | 1,960 | 339,606 | | J. Milton Childress II | 31,935 | 2,555,386 | 8,067 | 1,389,700 |

  149. Option exercises and stock vested

    | (1) Value realized for stock options and restricted stock units is based on the closing price per share of our common stock on the NYSE on the day the stock option was exercised or the restricted stock unit award vested, as applicable, or, if such day was not a trading day, on the immediately preceding trading day. For Performance Share Awards, the value realized is based on the average closing price per share of our common stock on the NYSE over the 20 business days preceding the date the Compensation and Human Resources Committee certified the achievement of the performance level with respect to the Performance Share Award, which is the basis on which the share units under the Performance Share Awards are converted to cash for payment of such awards. |

  150. Option exercises and stock vested

    | (2) Number of shares acquired upon vesting includes share units under Performance Share Awards that were settled in cash. |

  151. Pension benefits

    Pension benefits We currently maintain two defined benefit plans. One, which we refer to as our pension plan, is a broad-based plan that provides funded, tax-qualified benefits up to the limits on compensation and benefits under the Internal Revenue Code. The other provides unfunded, non-qualified benefits in excess of the limits that apply to the pension plan. We call this one the restoration plan. Mr. Childress, who retired in 2024, is the only named executive officer who has participated in those plans. All existing defined benefit plans were closed to new participants prior to the date that each of the other named executive officers joined Enpro. Further accrual of service under the defined benefit pension plans was frozen effective on December 31, 2020. The following table presents the lump-sum value of Mr. Childress’s accumulated benefits under the pension plan at December 31, 2024. Mr. Childress’s benefits under the restoration plan were settled, following his retirement, by a lump-sum payment to him in 2024 of $1,522,004. The assumptions used to estimate the benefits under the pension plan are the same as those assumptions used in Note 14 to our Consolidated Financial Statements in our 2024 annual report and reflect Mr. Childress’s retirement as of May 31, 2024.

  152. Pension benefits

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | | J. Milton Childress II | Pension | 15.1 | 836,135 |

  153. Pension benefits

    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. 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 performance 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.

  154. Pension benefits

    | 2025 PROXY STATEMENT | 47 | ENPRO INC. |

  155. Pension benefits

    | Executive compensation | Pension benefits |

  156. Pension benefits

    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. Mr. Childress 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. Restoration plan The restoration plan is designed to create a benefit equal to what a participant would receive under the pension plan if the federal tax code compensation and benefit limits did not exist. To achieve this total, the restoration plan pays an amount additional to the amount provided under the pension plan. The restoration plan also provides benefits on compensation that is deferred and not taken into account under the pension plan. Compensation is defined the same way as in the pension plan, except that it includes compensation deferred under our non-qualified deferred compensation plan. Vested benefits are generally payable in an actuarially equivalent single cash payment following termination of employment. Benefit accrual under this plan was frozen on December 31, 2020. Because this is a non-qualified plan, benefits are unsecured, and a participant’s claim for benefits under the plan is no greater than the claim of a general creditor.

  157. Non-qualified deferred compensation

    Non-qualified deferred compensation Our deferred compensation plan allows our executive officers to defer compensation each year beyond the limits that apply to deferrals under our tax-qualified 401(k) plan for salaried employees. We also make contributions to the officers’ plan accounts to match some of their contributions. In addition, to the extent that our planned contribution to an executive officer’s account in our 401(k) plan equal to 2% of salary and annual incentive compensation exceeds the amount permitted for 401(k) contributions, we contribute the excess amount to the executive officer’s account in the deferred compensation plan. Pursuant to our management stock purchase deferral plan, officers and other senior personnel were permitted to defer up to 50% of annual incentive compensation for five years or more. The deferred amounts were credited as phantom shares based on the value of our common stock. Amounts for cash dividends are accrued as dividends are paid on our common stock, with interest at an annual compound rate of 2% on the cash dividend amounts. Participants in the management stock purchase deferral plan were eligible to receive restricted stock units equal to 25% of the amount deferred. The restricted stock units have a three-year vesting period and are payable in shares of common stock at the same time the related annual incentive deferrals are payable. We closed this plan to further participation after the deferrals of 2016 annual incentive compensation. The following tables provide information about amounts we and the executives contributed to these plans in 2024 and about earnings and withdrawals under these plans. The last column shows each officer’s total account balance as of the end of the year.

  158. Non-qualified deferred compensation

    | Deferred compensation plan | | | | | | | Name (a) | Executive Contributions in Last FY ($)(1) (b) | Registrant Contributions in Last FY ($)(2) (c) | Aggregate Earnings (Loss) in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Eric A. Vaillancourt | 115,394 | 175,549 | 243,841 | — | 2,568,815 | | Joseph F. Bruderek, Jr. | — | — | — | — | — | | Robert S. McLean | 75,128 | 66,364 | 161,788 | — | 1,672,787 | | Steven R. Bower | 127,589 | 36,890 | 101,209 | — | 908,088 | | Larisa R. Joiner | — | 4,905 | 1,025 | — | 24,270 | | J. Milton Childress II | 43,770 | 63,079 | 226,169 | 1,251,441 | 371,657 |

  159. Non-qualified deferred compensation

    | (1) Each officer’s contributions during 2024 were deferred from salary or annual incentive compensation. Accordingly, all amounts in this column are included in the summary compensation table, either as “Salary” (column (c)) or as “Non-Equity Incentive Plan Compensation” (column (g)). |

  160. Non-qualified deferred compensation

    | (2) These amounts appear in the “All Other Compensation” column (column (i)) of the summary compensation table (see footnote 5 to that table). |

  161. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 48 | ENPRO INC. |

  162. Non-qualified deferred compensation

    | EXECUTIVE COMPENSATION | NON-QUALIFIED DEFERRED COMPENSATION |

  163. Non-qualified deferred compensation

    | Management stock purchase deferral plan | | | | | | | Name (a) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings (Loss) in Last FY ($)(1)(2) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($)(1) (f) | | Eric A. Vaillancourt | — | — | — | — | — | | Joseph F. Bruderek, Jr. | — | — | — | — | — | | Robert S. McLean | — | — | 32,347 | — | 355,075 | | Steven R. Bower | — | — | 8,153 | — | 89,502 | | Larisa R. Joiner | — | — | — | — | — | | J. Milton Childress II | — | — | 17,847 | 215,840 | — |

  164. Non-qualified deferred compensation

    | (1) Based on the closing price for our common stock on the NYSE of $172.45 on December 31, 2024. |

  165. Non-qualified deferred compensation

    | (2) Such amounts reflect increases (decreases) in the value of the accounts from December 31, 2023 to December 31, 2024. |

  166. Non-qualified deferred compensation

    Under the deferred compensation plan, each officer can defer up to 25% of his or her salary each year and up to 50% of his or her annual performance plan compensation. We match dollar for dollar the first 6% of salary and annual performance plan compensation an officer defers under the plan, provided that the officer receives the maximum match permitted under our 401(k) plan. The same matching contribution rate applies under our 401(k) plan. NEOs hired after our pension plan was closed to new participants in 2006, and prior to August 2016, receive an additional contribution from the company equal to 2% of the amount of the officer’s salary and annual incentive compensation that exceeds the IRS compensation limit for the year. The executive officers who participate in the deferred compensation plan direct their investments. Investment options are the same as those available under the 401(k) plan (excluding our common stock and target date funds). All participants’ accounts are credited with their actual investment earnings or losses. We do not guarantee any investment return on the accounts. A participant may elect to receive compensation deferred under the plan upon leaving the company or in a specified year while continuing to be employed by Enpro, as follows:

  167. Non-qualified deferred compensation

    | · | generally, for a participant electing to receive deferred compensation upon cessation of service, the participant may elect that such payment be made in a single lump as soon as practicable after termination of service or in annual installments ranging from five to ten years beginning upon termination of service; |

  168. Non-qualified deferred compensation

    | · | for a participant electing to receive deferred compensation in a specified year while still employed, the deferred compensation is paid out in a lump sum in February of the specified year (which year may be no earlier than three years after the deferral), provided that if the participant ceases to be employed prior to the completion of the specified year, the deferred compensation is paid out in a lump sum in connection with the termination of service. |

  169. Non-qualified deferred compensation

    A participating employee who does not elect a method of payment will be paid a single lump sum in cash as soon as practicable after termination of the employee’s service (generally within 75 days but subject to a delay of up to six months if required by certain federal tax rules). A payment election can be changed only in accordance with federal tax laws that apply to non-qualified plans. In limited circumstances, withdrawals due to an unforeseeable emergency are permitted. Amounts deferred under the management stock purchase deferral plan are credited to an account denominated in stock units. The number of units is based on the fair market value of our common stock on the date of deferral. Prior to July 2016, additional stock units were credited to deferral accounts for any cash dividends paid on our common stock. The additional units were based on the number of stock units in the participating employee’s account and will be paid in whole and fractional units. In July 2016, the plan was amended to provide that the deferral accounts are credited in cash for any cash dividends paid thereafter during the deferral period. Payments of amounts under the management stock purchase deferral plan are based on the fair market value of our common stock at the time of payment and are to be made in shares of common stock or, at the company’s election, in cash. At the election of the participating employee, payments can be made either:

  170. Non-qualified deferred compensation

    | · | upon the termination of the employee’s service or |

  171. Non-qualified deferred compensation

    | · | upon the earlier of the employee’s termination date or a date specified by the employee at the time the deferral is elected (the date specified must be within the fifth calendar year following the year of deferral or later). |

  172. Non-qualified deferred compensation

    The management stock purchase deferral plan permits participants to adjust the deferral periods they elect, subject to specified restrictions, and to receive early payments of deferred amounts in the event of unforeseen emergencies. Early payments are subject to the conditions specified in the management stock purchase deferral plan. A six-month delay applies to payments to certain participants upon termination of service. Benefits under the deferred compensation plan and the management stock purchase deferral plan are unsecured. This means that a participant’s claim for benefits is no greater than the claim of a general creditor.

  173. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 49 | ENPRO INC. |

  174. Non-qualified deferred compensation

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

  175. Non-qualified deferred compensation

    Potential payments upon termination or change in control Double-trigger management continuity agreements We have management continuity agreements with our executive officers and certain other management employees designed to encourage them to carry out their duties in the event of a change in control of our company. The management continuity agreements are not ordinary employment agreements. They do not provide any assurance of continued employment, or any severance beyond what we provide under the terms of our severance policy, unless there is a change in control of our company. In November 2024, we amended our management continuity agreements then in place to eliminate references to legacy compensation plans and awards that are no longer part of our executive compensation program and to otherwise update the agreements to reflect current terms rather than the terms from 2002 when the form of these agreements were originally adopted. The amendment to the management continuity agreements did not materially affect the economic arrangement under these agreements. At the same time, we approved a new form of management continuity agreement, having terms consistent with the amended agreements, to be entered into with executive officers thereafter. Under amended agreements, any of the following events would be a “change in control”:

  176. Non-qualified deferred compensation

    | · | any person, entity or group becoming the beneficial owner of 20% or more of our common stock, or of the combined voting power of our securities (subject to certain exceptions); |

  177. Non-qualified deferred compensation

    | · | a change in the majority of our directors that our directors have not approved; |

  178. Non-qualified deferred compensation

    | · | a corporate transaction, such as a merger, after which our existing shareholders do not retain more than 70% of the outstanding common stock and combined voting power of the surviving entity in substantially the same proportions as their prior ownership; or |

  179. Non-qualified deferred compensation

    | · | our liquidation or dissolution, or the sale of substantially all of our assets (other than to a company in which our existing shareholders own more than 70% of the outstanding common stock and combined voting power in substantially the same proportions as their holdings of our securities prior to the sale). |

  180. Non-qualified deferred compensation

    For the named executive officers, the continuity agreement generally provides for the executive’s employment to continue, in the same position and with the same responsibilities and authority, for two years following the change in control. It also provides for the executive to maintain the same benefits and level of compensation, including average annual increases, during that period. If we or our successor terminate an executive’s employment during his or her continuation period, other than for “cause,” or he or she voluntarily terminates his or her employment for a “good reason” (in each case as defined in the agreement), the executive would be entitled to the following payments and benefits:

  181. Non-qualified deferred compensation

    | · | A lump-sum cash payment of his or her annual base salary for two years. |

  182. Non-qualified deferred compensation

    | · | A lump-sum cash payment of his or her pro rata target annual performance plan compensation for the year of termination. |

  183. Non-qualified deferred compensation

    | · | A lump-sum cash payment intended to approximate continuation of annual performance plan compensation for the rest of the two-year payment period. This payment will be equal to the number of years in the individual’s payment period, multiplied by the greatest of (1) his or her most recent annual performance plan payout, (2) his or her target annual performance plan compensation for the year of termination, or (3) his or her target annual performance plan compensation for the year in which the change in control occurs. |

  184. Non-qualified deferred compensation

    | · | A lump sum cash payment in an amount equal to (i) the number of months in the two-year payment period multiplied by (ii) the monthly premiums payable by executive officer for coverage for the executive officer and his or her eligible dependents under the company’s group medical and dental plans in which he or she participates immediately prior termination of employment (without regard to whether the executive officer elects to receive continuation coverage under those plans), with such amount to be increased for any applicable income or payroll taxes (but not excise taxes) payable by the executive officer on such amount (assuming maximum marginal income tax rates). |

  185. Non-qualified deferred compensation

    | · | The vesting of any outstanding awards under the Equity Plan, including any outstanding Performance Share Awards, will be determined according to the terms and provisions of the Equity Plan and the applicable award agreements, provided that such vesting treatment shall, at a minimum, provide for prorated vesting of Performance Share Awards based on the greater of (i) achievement of the performance goals at their “target” level, and (ii) achievement of the performance goals at their actual level, determined as of the company’s fiscal quarter end immediately preceding the change-in-control event. |

  186. Non-qualified deferred compensation

    | · | All continuity agreements 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. |

  187. Non-qualified deferred compensation

    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.

  188. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 50 | ENPRO INC. |

  189. Non-qualified deferred compensation

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

  190. Non-qualified deferred compensation

    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 named executive officers who were employed on December 31, 2024 if there had been a change in control, and they had been terminated, on December 31, 2024, 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 Performance Share Awards, restricted stock units and stock options that would vest under those circumstances. The table does not include a pro rata annual performance plan compensation for the year of termination because even without these agreements, these officers would be entitled to their full 2024 annual performance plan compensation if they had been terminated without cause on December 31, 2024.

  191. Non-qualified deferred compensation

    | | | | Foregone | | | | | | | Salary and Annual | Existing | Long- | | | | | | | Performance Plan | Performance | term | Restricted | | | | | | Compensation | Share | Incentive | Stock | Stock | Continuation | | | | Continuation | Awards | Awards | Units | Options | of Benefits | Total | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Vaillancourt | 4,091,594 | 3,668,318 | 4,157,080 | 3,698,535 | 6,820,053 | 14,504 | 22,450,084 | | Bruderek | 1,795,476 | 557,771 | 567,705 | 319,033 | 561,842 | 37,996 | 3,839,823 | | McLean | 1,776,514 | 629,391 | 729,464 | 740,500 | 1,373,392 | 30,199 | 5,279,459 | | Bower | 1,143,308 | 227,246 | 227,634 | 259,365 | 479,583 | 25,006 | 2,362,143 | | Joiner | 1,191,628 | 233,228 | 210,734 | 263,849 | 485,619 | 25,940 | 2,410,998 |

  192. Non-qualified deferred compensation

    Long-term incentive awards Under agreements for the Performance Share Awards outstanding at December 31, 2024, no payout is triggered by a “change in control” if the award is assumed, converted or replaced by the resulting entity in the “change in control.” However, if upon a “change in control” the award is not so assumed, converted or replaced, or if the award is assumed, converted or replaced and within two years after the date of a “change in control” the executive’s employment is terminated, either by the company other than for “cause” or by the executive for “good reason,” then the target payout opportunities attainable under the award are deemed to have been earned based upon the greater of assumed achievement of all relevant performance goals at their “target” level or the actual level of achievement of all relevant performance goals against target as of the fiscal quarter end preceding the “change in control.” In such event, the award, as adjusted for such deemed performance, becomes vested in full and is to be paid as soon as administratively practicable. The amount included in the “Performance Share Awards” column of the foregoing table reflects such adjusted amount for each of the named executive officers in the table as if either triggering event had occurred on December 31, 2024. For these awards, the amount is based on the $172.45 per share closing price of our common stock on the NYSE on December 31, 2024. Restricted stock unit and stock option awards Upon a change in control, if the resulting entity in the “change in control” assumes, converts or replaces an outstanding restricted stock award or stock option award, the award will vest early in connection with the “change in control” only if within two years thereafter the employee is terminated without “cause” or the employee resigns for “good reason,” as such terms are defined in the applicable award agreements. Upon a change in control, if the resulting entity in the “change in control” does not assume, convert or replace an outstanding restricted stock award or stock option award, the award will vest early in full upon the “change in control.” The following table sets forth the value at December 31, 2024 of restricted stock unit awards and stock option awards granted to the named executive officers who were employed at December 31, 2024 that would have vested if a change in control had occurred on December 31, 2024 and the resulting entity did not assume these outstanding awards. The value is based on the $172.45 per share closing price of our common stock on the NYSE on December 31, 2024.

  193. Non-qualified deferred compensation

    | Name | Value of Restricted Stock Units ($) | Value of Stock Options ($) | | Vaillancourt | 3,698,535 | 6,820,053 | | Bruderek | 319,033 | 561,842 | | McLean | 740,500 | 1,373,392 | | Bower | 259,365 | 479,583 | | Joiner | 263,849 | 485,619 |

  194. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 51 | ENPRO INC. |

  195. Non-qualified deferred compensation

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

  196. Non-qualified deferred compensation

    Severance benefits Our written policies provide severance benefits to senior officers, including the named executive officers who are employees as of the date of this proxy statement. Under these policies, each covered employee whom we terminate without cause is entitled to receive his or her base salary for a specified period of time, which we refer to as the “severance period.” However, if an officer’s total severance pay exceeds two times the maximum amount eligible for a qualified retirement plan under the federal tax code, it will be paid to the officer in a lump sum no later than March 15 of the year following termination of the officer’s employment. Each employee is also entitled to continue receiving certain benefits during his or her severance period, including a pro rata payment of any annual performance plan compensation and outstanding Performance Share Awards through the date of termination, and employees of retirement age are entitled to continued vesting of restricted stock units and stock options upon termination of employment. The length of the severance period increases with the employee’s level of responsibility. Our executive officers generally receive the same severance benefits as all of our other full-time corporate office employees, except that our executive officers’ severance periods are longer. The severance period for our named executive officers who are employees as of the date of this proxy statement is 12 months, except for Mr. Vaillancourt for whom the severance period is 24 months. Our severance policies are superseded by the management continuity agreements described above in the event of any termination following a change in control. The following table estimates the severance benefits we would owe under these policies to our named executive officers if they had been terminated on December 31, 2024 (assuming no prior change in control). The table does not include pro rata annual performance plan compensation for the year of termination because even without this severance policy, the officers would be entitled to their full 2024 annual performance plan compensation if they were terminated without cause on December 31, 2024.

  197. Non-qualified deferred compensation

    | Name | Salary Continuation ($) | Continuation of Benefits ($) | Pro Rata Performance Share Awards ($)(1) | Restricted Stock Units ($)(1)(2) | Stock Options ($)(1) | Outplacement ($) | Total ($) | | Vaillancourt | 1,800,000 | 14,504 | 1,451,052 | 3,589,489 | 6,815,914 | 8,000 | 13,678,959 | | Bruderek | 480,000 | 18,998 | 79,729 | — | — | 6,750 | 585,477 | | McLean | 502,148 | 15,099 | 277,530 | 713,426 | 1,372,357 | 6,750 | 2,887,310 | | Bower | 362,567 | 12,503 | 100,193 | 250,915 | 479,066 | 6,750 | 1,211,994 | | Joiner | 363,733 | 12,970 | 98,067 | — | — | 6,750 | 481,520 |

  198. Non-qualified deferred compensation

    | (1) Reflects assumed performance at the target level for the Performance Share Awards and an assumed value of $172.45 per share, the closing price per share of our common stock on the NYSE on December 31, 2024 for all equity awards. |

  199. Non-qualified deferred compensation

    | (2) For employees of retirement age, termination of employment would result in pro rata vesting of outstanding restricted stock unit awards granted prior to 2023 and full vesting of outstanding restricted stock unit awards granted in 2023 and 2024, in each case with shares to be delivered on the scheduled vesting date. |

  200. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 52 | ENPRO INC. |

  201. Non-qualified deferred compensation

    | EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE |

  202. Non-qualified deferred compensation

    Pay versus performance An SEC rule adopted in 2023 requires that we include in the proxy statement disclosure of the relationship between executive compensation and our financial performance over the past five fiscal years. As specified by the SEC rule, the following table presents for each of the past five fiscal years:

  203. Non-qualified deferred compensation

    | · | the total compensation of each individual serving as principal executive officer (“PEO”) of Enpro as calculated in accordance with the presentation of Total compensation in the summary compensation table, appearing on page 40, with separate columns for each individual who served as PEO during this period (Marvin A. Riley, identified as First PEO in the table and elsewhere in this section of the proxy statement, served as Enpro’s principal executive officer until August 2, 2021, and Mr. Vaillancourt, identified as Second PEO in the table and elsewhere in this section of the proxy statement, has served as our principal executive officer since then); |

  204. Non-qualified deferred compensation

    | · | 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 2024 set forth in footnote (3) to the table; |

  205. Non-qualified deferred compensation

    | · | the average total compensation, as calculated in accordance with the presentation of total compensation in the summary compensation table, of the individuals, other than the PEO, listed as named executive officers in our proxy statement for the annual meeting held in the year following each such year (the “Non-PEO NEOs”), with a footnote to the table identifying the individuals comprising the Non-PEO NEOs in each year; |

  206. Non-qualified deferred compensation

    | · | 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 2024 set forth in footnote (3) to the table; |

  207. Non-qualified deferred compensation

    | · | Enpro’s cumulative total shareholder return (“TSR”) for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the year presented in the table (for example, for 2024, the period from December 31, 2019 through December 31, 2024), assuming the investment of $100 in Enpro common stock on the first day of such period; |

  208. Non-qualified deferred compensation

    | · | the cumulative TSR for each such period of the peer group of companies identified in a footnote to the table calculated on the same basis as Enpro’s TSR, but assuming an investment on the first day of such period of $100 in the common stock of such companies, allocated among such companies based on their respective market capitalization at December 31, 2019; |

  209. Non-qualified deferred compensation

    | · | the net income of Enpro and its subsidiaries on a consolidated basis as presented in our consolidated statement of operations included in the accompanying annual report, which includes the results of discontinued operations; and |

  210. Non-qualified deferred compensation

    | · | adjusted EBITDA, as determined in accordance with our practices under our annual performance plan—a measure selected by us for presentation in this table as the most important financial performance measure linking Compensation Actually Paid to the NEOs for the most recent fiscal year to company performance. |

  211. Non-qualified deferred compensation

    The table presents Compensation Actually Paid in accordance with the requirements of the SEC rule. The determination of Compensation Actually Paid includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards and the Performance Share Awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEOs or the Non-PEO NEOs, in the period reported in the table, as the amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised). You should refer to the “Compensation Discussion & Analysis” section of this proxy statement for a complete description of how executive compensation relates to company performance and how the Compensation and Human Resources Committee makes its decisions.

  212. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 53 | ENPRO INC. |

  213. Non-qualified deferred compensation

    | EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE |

  214. Non-qualified deferred compensation

    Pay Versus Performance

  215. Non-qualified deferred compensation

    | | Summary Compensation Table Total for First PEO(1) | Summary Compensation Table Total for Second PEO(2) | Compensation Actually Paid to First PEO(1)(3) | Compensation Actually Paid to Second PEO(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income(7) (h) | Adjusted EBITDA(8) (i) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | Year (a) | ($) (b) | ($) (b) | ($) (c) | ($) (c) | ($) (d) | ($) (e) | ($) (f) | ($) (g) | ($ in millions) | | | 2024 | | 6,671,257 | | 8,291,568 | 1,747,399 | 1,736,449 | 273.49 | 215.78 | 72.9 | 258.8 | | 2023 | | 6,192,009 | | 10,544,006 | 1,407,163 | 2,492,008 | 246.71 | 175.50 | 18.3 | 245.2 | | 2022 | | 5,866,992 | | 5,857,402 | 1,353,715 | 1,244,066 | 169.41 | 138.76 | 202.3 | 295.9 | | 2021 | 9,311,014 | 3,251,529 | 1,083,322 | 4,579,554 | 1,857,663 | 3,117,325 | 169.68 | 145.03 | 178.3 | 216.0 | | 2020 | 4,403,537 | | 6,538,919 | | 1,505,024 | 1,724,967 | 115.05 | 115.68 | 178.0 | 173.6 |

  216. Non-qualified deferred compensation

    | (1) Marvin A. Riley served as President and Chief Executive Officer during all of 2020 and in 2021 until August 2, 2021 and is identified as First PEO in the table. |

  217. Non-qualified deferred compensation

    | (2) Eric A. Vaillancourt served as Interim President and Chief Executive Officer from August 2, 2021 until November 28, 2021 and has served as President and Chief Executive Officer since November 28, 2021. Mr. Vaillancourt is identified as Second PEO in the table. |

  218. Non-qualified deferred compensation

    | (3) Deductions from, and additions to, total compensation in the in the summary compensation table, appearing on page 40 to calculate Compensation Actually Paid for 2024 include: |

  219. Non-qualified deferred compensation

    | | 2024 | | | | Second PEO ($) | Average Non- PEO NEOs ($) | | Total Compensation from Summary Compensation Table | 6,671,257 | 1,747,399 | | Adjustments for Pension | | | | Adjustment for Summary Compensation Table Pension | — | — | | Amount added for current year service cost | — | — | | Amount added for prior service cost impacting current year | — | — | | Total Adjustments for Pension | — | — | | Adjustments for Equity Awards* | | | | Adjustment for grant date values in summary compensation table | (4,415,883) | (698,089) | | Year-end fair value of unvested awards granted in current year | 4,697,133 | 582,449 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 961,893 | (4,242) | | Fair values at vest date for awards granted and vested in current year | — | — | | Difference in fair values between year-end fair values and vest date fair values for awards granted in prior years | 356,327 | 103,496 | | Forfeitures during current year equal to prior year-end fair value | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | 20,842 | 5,436 | | Total adjustments for Equity Awards | 1,620,311 | (10,950) | | Compensation Actually Paid (as calculated) | 8,291,568 | 1,736,449 |

  220. Non-qualified deferred compensation

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

  221. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 54 | ENPRO INC. |

  222. Non-qualified deferred compensation

    | EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE |

  223. Non-qualified deferred compensation

    | (4) The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years: |

  224. Non-qualified deferred compensation

    | 2024 | 2023 | 2022 | 2021 | 2020 | | Joseph F. Bruderek, Jr. | J. Milton Childress II | J. Milton Childress II | J. Milton Childress II | J. Milton Childress II | | Robert S. McLean | Robert S. McLean | Robert S. McLean | Robert S. McLean | Robert S. McLean | | Steven R. Bower | Steven R. Bower | Steven R. Bower | Steven R. Bower | Jerry L. Johnson | | Larisa R. Joiner | Ronald R. Angelillo | Ronald R. Angelillo | Susan E. Sweeney | Susan E. Sweeney | | J. Milton Childress II | | Susan E. Sweeney | | |

  225. Non-qualified deferred compensation

    | (5) Represents the company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period. |

  226. Non-qualified deferred compensation

    | (6) Represents the TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes dividends paid during the relevant period. The TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index is used in determining rTSR under our Performance Share Awards. |

  227. Non-qualified deferred compensation

    | (7) Represents net income of Enpro and its subsidiaries on a consolidated basis, which includes the results of discontinued operations in each of the periods presented. |

  228. Non-qualified deferred compensation

    | (8) Adjusted EBITDA is a financial measure selected by the Compensation and Human Resources Committee for evaluating performance with respect to the annual incentive compensation plan. Adjusted EBITDA is calculated by adding interest, income tax, depreciation and amortization expenses to earnings and further adding certain selected expenses that the Compensation and Human Resources Committee believes do not reflect normal operating conditions and subtracting certain selected income items that such 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, 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. Adjusted EBITDA is not a financial measure that has been prepared in conformity with GAAP. While adjusted EBITDA is one factor that we use in internal evaluations of the overall performance of our businesses, we acknowledge that there are many items that impact a company’s reported results and the adjustments reflected in adjusted EBITDA are not intended to present all items that may have impacted these results. In addition, adjusted EBITDA as calculated for this purpose is not necessarily comparable to similarly titled measures used by other companies. |

  229. Non-qualified deferred compensation

    Performance measures used to link performance to executive compensation We have listed below the four performance measures that represent the most important metrics we used to link Compensation Actually Paid to our NEOs for 2024:

  230. Non-qualified deferred compensation

    | · | Adjusted EBITDA; |

  231. Non-qualified deferred compensation

    | · | Cash Flow ROIC; |

  232. Non-qualified deferred compensation

    | · | rTSR; and |

  233. Non-qualified deferred compensation

    | · | common stock trading price. |

  234. Non-qualified deferred compensation

    The first three financial performance measures are discussed in detail in “Compensation discussion and analysis—2024 executive compensation decisions in detail” in this proxy statement, including the use of these measures in annual and long-term performance-based compensation awards. The final measure—the trading price of our common stock—links the value of equity awards granted to executive officers to our performance, although external factors affecting the trading prices of equity securities generally may overwhelm the impact of our performance on the value of these awards.

  235. Non-qualified deferred compensation

    | 2025 PROXY STATEMENT | 55 | ENPRO INC. |

  236. Non-qualified deferred compensation

    | EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE |

  237. Non-qualified deferred compensation

    Graphical presentations of the relationship of executive compensation to certain performance measures The following charts present the relationship for the periods presented in the foregoing table between the Compensation Actually Paid for each of the PEOs and the average Compensation Actually Paid for the Non-PEO NEOs and each of the company’s TSR, net income and adjusted EBITDA.

  238. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group Relationship of Executive Compensation Actually Paid to Net Income

  239. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | 2025 PROXY STATEMENT | 56 | ENPRO INC. |

  240. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE |

  241. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    Relationship of Executive Compensation Actually Paid to Adjusted EBITDA CEO pay ratio An SEC rule requires annual disclosure of a reasonable estimate of the ratio of the total annual compensation of our principal executive officer (“PEO”) to the total annual compensation of the employee of our company and its subsidiaries who is determined to have the median compensation of, generally, all such employees (excluding individuals serving as our PEO). The rule also requires annual disclosure of this median-compensated employee’s total compensation for the year and the PEO’s total compensation for the year, in each case as determined in accordance with the rules governing the presentation of total compensation of the named executive officers in the summary compensation table presented on page 40 of this proxy statement. The SEC rule requires a company to identify the median-compensated employee only once every three years, absent changes to the employee population during that period that we reasonably believe would result in a significant change to our pay ratio disclosure. There were no such changes in our employee population since we undertook to identify the median-compensated employee for determination of the ratio in 2022. Accordingly, we elected to use the employee identified as the median-compensated employee for 2022 as the median-compensated employee for calculating the 2024 ratio. The SEC rule does not prescribe a particular method for identifying the median-compensated employee and permits companies to use reasonable methodologies for determining the median-compensated employee for the basis of presenting this ratio. To identify the median-compensated employee for 2022, we compiled base salary, bonus, any overtime or commissions, and other cash payments for 2022 of each of our employees who were employed as of December 31, 2022 without any exclusions, other than the exclusion of our then PEO. For employees compensated in a currency other than the U.S. dollar, we used applicable currency exchange rates based on an average of the applicable rates over the period to convert all compensation data to a single currency—the U.S. dollar. We determined the 2022 median-compensated employee based on this data. We calculated such employee’s 2024 total compensation in accordance with the rules governing the presentation of total compensation of the named executive officers in the summary compensation table. Based on this method of calculation, the 2024 total compensation for the median-compensated employee was $58,810. The 2024 total compensation of our PEO, Mr. Vaillancourt, was $6,671,257, as reflected in the summary compensation table on page 40. Accordingly, the ratio of the PEO’s 2024 total compensation to the median-compensated employee’s 2024 total compensation is approximately 113:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the method described above. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s total compensation allow companies to adopt a variety of methods, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to the amounts reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  242. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | 2025 PROXY STATEMENT | 57 | ENPRO INC. |

  243. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    Proposal 3—Approval of an amendment and restatement of our 2020 Equity Compensation Plan The board of directors is submitting a proposal for approval by the shareholders of an amendment and restatement of our 2020 Equity Compensation Plan, which is set forth in our Amended and Restated 2020 Equity Compensation Plan included in Appendix B. The 2020 Equity Compensation Plan was approved by the shareholders in 2020 and replaced our Amended and Restated 2002 Equity Compensation Plan (the “Prior Plan”). In this section of the proxy statement, we refer to our Amended and Restated 2020 Equity Compensation Plan as the “Equity Plan.” The amendments effected by the Equity Plan would increase the number of shares of our common stock issuable in connection with awards under the Equity Plan by 400,000 shares. In addition, the amendments would (i) extend the term under which awards may be made under the Equity Plan from April 29, 2030 to April 30, 2035, (ii) revise certain of the share counting provisions, and (iii) make certain clarifications and otherwise update the Equity Plan for changes since 2020. Our board of directors believes the Equity Plan is an important factor in attracting, keeping and motivating key employees, and further believes that the type of incentive compensation offered under the Equity Plan should continue to be offered in the future. The following general discussion of the Equity Plan, including the increase in the number of shares and other changes reflected in the proposed amendment and restatement, is qualified by reference to the copy of the Equity Plan that is attached to this proxy statement as Appendix B. The board approved the Equity Plan, subject to shareholder approval, at its February 13, 2025 meeting. Key features The following features of the Equity Plan protect the interests of our shareholders:

  244. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | Limitation on terms of stock options and stock appreciation rights. The maximum term of each stock option and stock appreciation right, or SAR, is ten (10) years. |

  245. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | No repricing or grant of discounted stock options or SARs. The Equity Plan does not permit the repricing of options or SARs either by amending an existing award or by substituting a new award at a lower price. The Equity Plan prohibits the granting of stock options or SARs with an exercise price less than the fair market value of the common stock on the date of grant. |

  246. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | No reloads of options and SARs. The Equity Plan prohibits the grant of options or SARs that include a “reload” feature. |

  247. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | No single-trigger acceleration, “liberal” change in control definition, or excise tax gross-ups. Under the Equity Plan, we do not automatically accelerate vesting of awards in connection with a change in control of our company. The Equity Plan does not include a “liberal” change in control definition or provide change in control excise tax gross-ups. |

  248. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | 2025 PROXY STATEMENT | 58 | ENPRO INC. |

  249. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | PROPOSAL 3—APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR 2020 EQUITY COMPENSATION PLAN | KEY FEATURES |

  250. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | No liberal share counting for Options or SARs. The Equity Plan prohibits us from re-using shares that are tendered or surrendered to pay the exercise price or tax obligation for grants of options and SARs. The only shares that are re-used in the Equity Plan are for awards that have been canceled, forfeited, or expired, settled in cash, or subject to share withholding to cover tax obligations in case of full-value awards such as restricted stock, RSUs and performance shares. The Equity Plan, as originally approved in 2020, also prohibited re-using shares withheld for taxes on full-value awards. |

  251. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | Clawbacks. Awards granted under the Equity Plan are subject to our two executive compensation clawback policies. |

  252. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | Dividends. We will not pay dividends or dividend equivalents on stock options, SARs or on other unearned awards (both time-vesting and performance-vesting). |

  253. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | Minimum vesting requirements. The Equity Plan includes minimum vesting requirements. Awards generally cannot vest earlier than one year after grant. Certain limited exceptions are permitted. |

  254. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    Information on equity compensation plans as of March 3, 2025 As of March 3, 2025, Enpro had:

  255. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | 172,433 outstanding restricted stock units, stock units under the management stock purchase deferral plan and director phantom shares, including both unvested awards and vested awards with a deferred payment date; |

  256. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | 144,636 outstanding performance shares under the 2023-2025, 2024-2026 and 2025-2027 performance cycles (reflected at the maximum levels payable); |

  257. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | 247,013 options outstanding, with a weighted average exercise price of $94.58 and a weighted average remaining term to expiration of 6.75 years; and |

  258. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | · | 491,794 shares remaining available for grant under the 2020 Equity Compensation Plan prior to effectiveness of the proposed amendment and restatement, assuming payout of performance shares at the maximum performance level. If the Equity Plan is approved, an additional 400,000 shares will become available for grant under the Equity Plan. If the Equity Plan is approved, the number of shares available for grant under the Equity Plan would be reduced, on a one-for-one basis, by the number of shares subject to awards granted under the 2020 Equity Compensation Plan between March 3, 2025 (the date of the foregoing equity overhang information) and the approval of the Equity Plan. |

  259. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    The following is provided in order to assist those who may wish to run a burn rate calculation. The numbers in this table relate to the total number of shares earned and issued under performance awards in a year and the number of time-vesting restricted stock units and director phantom shares granted in a year across our company and are not limited to grants made to named executive officers or directors. No shares were issued under performance share awards in these years because such awards were paid out in cash.

  260. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    | | | | | | | Weighted-Average | | | | Performance | Time-Vested | Director | | Number of | | | | Shares | Restricted | Phantom | | Common | | | Options | Earned and | Stock Units | Shares | | Shares | | Year | Granted | Issued | Granted | Granted | Total | Outstanding | | 2024 | 41,801 | — | 54,862 | 1,072 | 97,735 | 20,968,497 | | 2023 | 51,871 | — | 60,703 | 1,737 | 111,403 | 20,887,653 | | 2022 | 57,018 | — | 54,374 | 3,123 | 114,515 | 20,794,656 |

  261. Relationship of Executive Compensation Actually Paid to TSR of EnPro and of Peer Group

    Summary of the Equity Plan The following principal feature summary of the Equity Plan does not purport to be a complete description of all of the provisions of the Equity Plan. It is qualified in its entirety by reference to the complete text of the Equity Plan, which is attached to this proxy statement as Appendix B.