DEF 14A of Enpro Inc., Mar 23, 2026

DEF 14A of Enpro Inc.

Filed Mar 23, 2026 · FY20250002071876-26-000038

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 | 62 | | | | | Chair | | | William Abbey Executive Vice President and Chief Commercial Officer, Arm Limited | 55 | · | · | · | · | | | | Allison K. Aden Executive Vice President, Chief Financial Officer and Treasurer, Cavco Industries, Inc. | 64 | · | · | · | · | | | | Thomas M. Botts Retired Executive Vice President, Global Manufacturing, Shell Downstream Inc. | 71 | · | · | Chair | · | · | | | Felix M. Brueck Director Emeritus, McKinsey & Company, Inc. | 70 | · | · | · | · | | | | Adele M. Gulfo Former Chief Executive Officer, Biopharma Commercial Unit, Sumitomo Pharma America | 63 | · | · | · | · | | | | John Humphrey Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc. | 60 | · | Chair | · | · | · | | | Judith A. Reinsdorf Former Executive Vice President and General Counsel, Johnson Controls International plc | 62 | · | · | · | 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

    | 2026 PROXY STATEMENT | 2 | ENPRO INC. |

  5. Our director nominees

    | PROXY STATEMENT SUMMARY | BOARD OF DIRECTORS OVERVIEW |

  6. Board snapshot: tenure and diversity

    Board snapshot: tenure and diversity

  7. Board refreshment

    Board refreshment 5 new directors in the past five years

  8. Board nominees’ tenure

    Board nominees’ tenure

  9. Proposal 1—Election of directors

    Proposal 1—Election of directors At our annual meeting, shareholders will elect eight directors who will hold office until our 2027 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors whose current terms expire upon the election of directors at the meeting. In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. In the past five years, we have added five new directors as the result of deliberative processes undertaken by the Nominating and Corporate Governance Committee of our board of directors. This committee is composed entirely of independent directors. David L. Hauser, our independent Chairman of the Board who has been a member of the board of directors since 2007, will be retiring as a director at the 2026 annual meeting. In addition, on January 6, 2026, Ronald C. Keating, an independent director, informed the company of his desire not to be nominated for re-election at the 2026 annual meeting. In connection with Mr. Hauser’s and Mr. Keating’s departures, the board of directors has adopted a resolution reducing the size of the board of directors from ten to eight effective at the commencement of the 2026 annual meeting. The board of directors anticipates that it will appoint Thomas M. Botts to succeed Mr. Hauser as Chairman of the Board assuming that Mr. Botts is re-elected as a director at the 2026 annual meeting. All nominees have indicated that they are willing to serve as directors if elected. Properly executed proxies that do not contain voting instructions will be voted for the election of each of these nominees. If any nominee should become unable or unwilling to serve, the proxies will be voted for the election of a person designated by the board of directors to replace the nominee. Under our bylaws, no person less than 18 years of age is eligible to be elected as a director. The board of directors unanimously recommends that you vote “FOR” the election of each of these nominees.

  10. Proposal 1—Election of directors

    | 2026 PROXY STATEMENT | 8 | ENPRO INC. |

  11. Proposal 1—Election of directors

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

  12. Nominees for election

    Nominees for election

  13. Nominees for election

    | Eric A. Vaillancourt Chief Executive Officer and President Age 62 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, after serving 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 at Bluelinx Corporation, lastly 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. Current public company directorships: · Federal Signal Corporation Qualifications: · Over 30 years of general management, operations and commercial experience during a variety of business cycles and environments. · Over 14 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 and their opportunities for professional and personal development, our challenges and our prospects for continued growth. |

  14. Nominees for election

    | William Abbey Age 55 Director since 2022 Experience: Mr. Abbey's career has been focused on the global 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. |

  15. Nominees for election

    | 2026 PROXY STATEMENT | 9 | ENPRO INC. |

  16. Nominees for election

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

  17. Nominees for election

    | Allison K. Aden Age 64 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: · Over 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. |

  18. Nominees for election

    | Thomas M. Botts Age 71 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. |

  19. Nominees for election

    | 2026 PROXY STATEMENT | 10 | ENPRO INC. |

  20. Nominees for election

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

  21. Nominees for election

    | Felix M. Brueck Age 70 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. |

  22. Nominees for election

    | Adele M. Gulfo Age 63 Director since 2018 Experience: Ms. Gulfo served as the Chief Executive Officer, Biopharma Commercial Unit for Sumitomo Pharma America from July 2023 to September 2024. She served as Chief Business and Commercial Development Officer at Sumitovant Biopharma from December 2019 to July 2023 when Sumitovant and related entities merged into Sumitomo Pharma America. 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. She is a member of the Innovation Growth Board at Mass General Brigham, the largest hospital-based research enterprise in the United States, and serves as a director of Battelle Memorial Institute, an independent, non-profit applied science and technology research organization. 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: · NewAmsterdam Pharma Company N.V. · 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. |

  23. Nominees for election

    | 2026 PROXY STATEMENT | 11 | ENPRO INC. |

  24. Nominees for election

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

  25. Nominees for election

    | John Humphrey Age 60 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. |

  26. Nominees for election

    | Judith A. Reinsdorf Age 62 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. |

  27. Nominees for election

    | 2026 PROXY STATEMENT | 12 | ENPRO INC. |

  28. Nominees for election

    | PROPOSAL 1 — ELECTION OF DIRECTORS | Director independence |

  29. 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.

  30. Director nominee experience and qualifications

    Director nominee experience and qualifications

  31. Director Nominee Experience and Qualifications

    Director Nominee Experience and Qualifications

  32. Director Nominee Experience and Qualifications

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

  33. Board leadership structure

    Board leadership structure The primary responsibility of our board of directors is to oversee and direct management in its conduct of our business. Members of the board are kept informed about our business through discussions with the Chairman and our officers, by reviewing materials provided to them, and by participating in board and committee meetings. In addition, non-management directors meet periodically in executive session without members of management present. These sessions are presided over by the Chairman of the Board of Directors, presently Mr. Hauser, who is functionally our lead independent director. We believe that the positions of Chairman of the Board of Directors and Chief Executive Officer should be held by separate individuals, and they have been since the inception of our company. The role of Chairman is a non-executive position currently filled by Mr. Hauser and, as noted above, is anticipated to be filled by Mr. Botts following Mr. Hauser’s retirement from the board of directors at the 2026 annual meeting. Both Mr. Hauser and Mr. Botts are independent directors. Mr. Vaillancourt, our Chief Executive Officer, is the only current director who is employed by the company. This structure continues to be appropriate for our company given the individuals serving in those positions. Mr. Hauser is a former chief executive officer of a publicly held company and serves and has served as a director of other public companies, and Mr. Botts is a former executive officer of a large multinational energy company in charge of its global manufacturing business and similarly has served as a director of other public companies. The respective experience of each of Mr. Hauser and Mr. Botts, coupled with their respective knowledge of and familiarity with our company and its businesses through service on our board of directors, gives each of them the ability to serve as a valuable sounding board for our Chief Executive Officer.

  34. Director compensation

    Director compensation Our non-employee directors received the following compensation for 2025:

  35. Director compensation

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

  36. Director compensation

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

  37. Director compensation

    Additional cash compensation is paid to:

  38. Director compensation

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

  39. Director compensation

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

  40. Director compensation

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

  41. Director compensation

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

  42. 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.

  43. Director compensation

    | 2026 PROXY STATEMENT | 21 | ENPRO INC. |

  44. Director compensation

    | Corporate governance policies and practices | Director compensation |

  45. Director compensation

    Employee directors receive no compensation for serving on our board. We periodically review benchmarking studies to evaluate the amount and form of compensation paid to non-employee directors relative to the compensation paid to non-employee directors of peer companies. For 2026, the amount of the annual grant of shares to non-employee directors was increased from $125,000 to $140,000, the additional annual fee paid to the Chair of the Compensation and Human Resources Committee was increased from $15,000 to $16,000, and the additional annual fee paid to the Chair of the Nominating and Corporate Governance Committee was increased from $10,000 to $12,000. We believe that the compensation paid to our non-employee directors is reasonable. Non-employee directors are generally granted fully-vested shares, or phantom shares if elected by the director, at the first meeting of the Compensation and Human Resources Committee each year. Phantom shares are fully vested when awarded and are paid in shares of common stock when a director ceases his or her service on the board. Board members are required to own the company’s stock. Each director has five years from the date he or she joins the board to accumulate Enpro shares equal in value to at least five times the annual cash retainer paid to directors. Phantom shares count toward this requirement. We examine compliance with this policy each February. As of February 12, 2026, 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, 2025, the following directors had deferred compensation balances under the plan: Mr. Abbey, 1,429 stock units; Mr. Botts, 2,972 stock units; Mr. Brueck, 10,057 stock units; Ms. Gulfo, 514 stock units; Mr. Hauser, $2,842,789 and 8,588 stock units; Mr. Humphrey, 7,865 stock units; Mr. Keating, 1,720 stock units; and Ms. Reinsdorf, 565 stock units. The following table presents the compensation we paid to all non-employee directors for their service in 2025.

  46. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation

  47. 2025 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 | 130,445 | — | 230,445 | | Allison K. Aden | 100,000 | 130,445 | — | 230,445 | | Thomas M. Botts | 115,000 | 130,445 | 18,306 | 263,751 | | Felix M. Brueck | 100,000 | 130,445 | 14,806 | 245,250 | | Adele M. Gulfo | 100,000 | 130,445 | 5,070 | 235,514 | | David L. Hauser | 200,000 | 130,445 | 30,777 | 361,222 | | John Humphrey | 120,000 | 130,445 | 11,100 | 261,545 | | Ronald C. Keating | 100,000 | 130,445 | — | 230,445 | | Judith A. Reinsdorf | 110,000 | 130,445 | — | 240,445 |

  48. 2025 Non-Employee Director Compensation

    | (1) Messrs. Abbey and Keating and Ms. Gulfo each deferred $100,000 and Ms. Reinsdorf deferred $110,000 of the fees earned in 2025 pursuant to our Deferred Compensation Plan for Non-Employee Directors into a stock account and, as a result, an aggregate of 512 stock units, individually, were credited to each of Messrs. Abbey and Keating and Ms. Gulfo and an aggregate of 564 stock units were credited to Ms. Reinsdorf, 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. |

  49. 2025 Non-Employee Director Compensation

    | 2026 PROXY STATEMENT | 22 | ENPRO INC. |

  50. 2025 Non-Employee Director Compensation

    | Corporate governance policies and practices | Director compensation |

  51. 2025 Non-Employee Director Compensation

    | (2) On February 13, 2025, each director then serving as a non-employee member of the board received a grant of 685 shares, or at the director’s election 685 phantom shares to be settled in shares of common stock. 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 13, 2025, which average price was $182.27 per share. The dollar amount presented in the table for these directors reflects the closing price of our common stock on February 13, 2025, which was $190.43 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, 2025, our non-employee directors held the following numbers of phantom shares, including phantom shares to be settled in cash: |

  52. 2025 Non-Employee Director Compensation

    | Director | Number of Phantom Shares | | William Abbey | — | | Allison K. Aden | — | | Thomas M. Botts | 14,926 | | Felix M. Brueck | 11,947 | | Adele M. Gulfo | 4,753 | | David L. Hauser | 29,784 | | John Humphrey | 9,959 | | Ronald C. Keating | 2,283 | | Judith A. Reinsdorf | 432 |

  53. 2025 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 2025. 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. |

  54. 2025 Non-Employee Director Compensation

    | 2026 PROXY STATEMENT | 23 | ENPRO INC. |

  55. 2025 executive compensation decisions at a glance

    2025 executive compensation decisions at a glance 2025 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 2025 target compensation and the average target compensation of the other NEOs. Target compensation consists of the base salary for 2025, target annual performance- based cash compensation awards made in 2025, target Performance Share Awards (PSAs) granted in 2025, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2025 and other 2025 compensation, principally company contributions to defined contribution retirement plans.

  56. 2025 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 39 and in the grants of plan-based awards table on page 41 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. |

  57. 2025 executive compensation decisions at a glance

    | 2025 Annual Performance Plan 130.5% of target payout, based on above-target level achievement of Adjusted EBITDA and near-maximum level achievement of Cash Flow ROIC | 2023-2025 Performance Share Awards 149% of target vesting that reflects our rTSR ranking at the 62nd percentile relative to the S&P SmallCap 600 Capital Goods Index |

  58. 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. |

  59. 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; |

  60. 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); |

  61. 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 (weighted 70%) and Cash Flow ROIC (weighted 30%), 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. |

  62. 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 2025 compensation decisions was prepared in October 2024. 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 with industry classifications relevant to Enpro’s portfolio of businesses, reviewed the peer groups included in the 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 the study used for the purposes of setting compensation levels for 2025 was as follows:

  63. The decision-making process

    The peer group selected for the study was the same group selected for the study conducted by Pearl Meyer in 2023, except that Altra Industrial Motion Corp. was removed from the peer group as a result of it being acquired. The prior-twelve-month revenues for the of the peer group companies based on the most recently issued financial reports at the time of the study (which was completed prior to the acquisition of Barnes Group Inc.) ranged from $515 million to $3.3 billion, with median estimated annual revenues of $1.6 billion. For executive compensation purposes, we believe a comparison of the relative size and complexity of a company is more important than a comparison of specific products manufactured. As recommended by the Committee’s

  64. The decision-making process

    independent compensation consultant, the Committee adjusted the peer group of companies to be used for benchmark comparisons in setting executive compensation starting with determinations for 2026 by removing Barnes Group Inc., Mueller Water Products, Inc., Watts Water Technologies, Inc. and Woodward, Inc. and adding MKS Inc., Onto Innovation Inc. and Veeco Instruments Inc. Evaluation of incentives for excessive risk. To discourage excessive risk, the Committee seeks to balance:

  65. The decision-making process

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

  66. The decision-making process

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

  67. 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 2025, was permitted to adjust amounts payable under the awards in its discretion. For 2025, the performance measures and weightings for the annual performance plan were:

  68. Annual performance incentive plan awards

    | Adjusted EBITDA | 70% | | Cash Flow ROIC | 30% |

  69. Annual performance incentive plan awards

    For awards made in prior years, these measures were equally weighted. The Committee increased the weighting of the adjusted EBITDA metric for the awards made in 2025 to further incentivize management to pursue high-margin top-line growth as a key priority in executing on our value-creating strategy, while continuing to maintain an important focus on cash flows.

  70. Performance goals for 2025

    Performance goals for 2025 The following table presents the 2025 performance goals set for the annual performance plan. The table shows goals for threshold, target and maximum performance levels, actual 2025 performance and weighted payout percentages for each goal, resulting in the total payout of 130.5% of the target amount.

  71. Performance goals for 2025

    | | Performance Levels | | | Actual Performance | | | (dollars in millions) | Threshold | Target | Maximum | Amount | Weighted Payout % | | Adjusted EBITDA(1) | $243.3 | $275.0 | $306.8 | $276.5 | 73.3% | | Cash Flow ROIC(1) | 25.2% | 28.0% | 30.8% | 30.5% | 57.2% |

  72. Performance goals for 2025

    | (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. 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. |

  73. Performance goals for 2025

    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.

  74. Performance goals for 2025

    | | Target Payout, as Percentage of Salary | Actual Payout, as Percentage of Salary | | Vaillancourt | 110% | 143.6% | | Bruderek | 70% | 91.4% | | McLean | 60% | 78.3% | | Joiner | 50% | 65.3% | | Bower | 45% | 58.7% |

  75. Performance goals for 2025

    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 2025 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 2025, our adjusted EBITDA was $276.5 million, between the target and maximum levels, and our Cash Flow ROIC was 30.5%, near the maximum level. Based on the payout levels established by the Committee for the annual performance plan, the named executive officers received payouts under that plan of 130.5% of the target level. We achieved adjusted EBITDA at a level between the target and maximum performance levels for that performance measure as a result of strong operating performance in our Sealing Technologies segment and improved performance in our Advanced Surface Technologies segment, despite continued investments supporting long-term growth initiatives across both segments and continued choppiness in the semiconductor market. We achieved a Cash Flow ROIC near the maximum level for that performance measure 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) of the summary compensation table.

  76. Performance goals for 2025

    | 2026 PROXY STATEMENT | 32 | ENPRO INC. |

  77. Performance goals for 2025

    | Compensation discussion and analysis | 2025 executive compensation decisions in detail |

  78. Long-term compensation

    Long-term compensation

  79. Awards granted in 2025

    Awards granted in 2025 For the long-term compensation awards made as part of the annual compensation review in February 2025, 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.

  80. Awards granted in 2025

    | 2025 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 vests 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 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. |

  81. Awards granted in 2025

    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 2025, but deferred the grant of the stock options until the second day after filing of its Form 10-K for the year ended December 31, 2024, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day. The Committee’s practice is to determine the amount and recipients of annual option awards at its meeting in February but 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 2025.

  82. Awards granted in 2025

    | | Performance Share Awards* | Stock Options* | Restricted Stock Units* | | Vaillancourt | 6,999 | 16,173 | 9,332 | | Bruderek | 1,479 | 3,418 | 1,972 | | McLean | 1,203 | 2,780 | 1,604 | | Joiner | 495 | 1,145 | 660 | | Bower | 432 | 999 | 576 |

  83. Awards granted in 2025

    | * 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 39 and the grants of plan-based awards table on page 41 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 2025, 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 39 and in column (l) of the grants of plan-based awards table on page 41. |

  84. Performance Share Awards made for 2023-2025 cycle

    Performance Share Awards made for 2023-2025 cycle In 2023, the target level of our long-term compensation awards included Performance Share Awards for the three-year performance period ended December 31, 2025. The Performance Share Awards granted in 2023 had terms consistent with the Performance Share Awards granted in 2025, but had a three-year performance period ended December 31, 2025. The following table summarizes the terms of these Performance Share Awards, actual performance and the payout percentage:

  85. Performance Share Awards made for 2023-2025 cycle

    | Award Type | Performance Measure | Performance Levels | | | Actual Performance | | | | | Threshold | Target | Maximum | Amount | Payout % | | Performance Share Award | rTSR | 25% | 50% | 75% | 62% | 149% |

  86. Performance Share Awards made for 2023-2025 cycle

    | 2026 PROXY STATEMENT | 34 | ENPRO INC. |

  87. Performance Share Awards made for 2023-2025 cycle

    | Compensation discussion and analysis | 2025 executive compensation decisions in detail |

  88. Performance Share Awards made for 2023-2025 cycle

    The following table sets forth for the named executive officers the number of shares paid out for the Performance Share Awards for the 2023-2025 performance period. The named executive officers also received cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the award was granted. Mr. Bruderek was not employed by the company in 2023 and accordingly had not been granted a Performance Share Award for the 2023-2025 performance period.

  89. Performance Share Awards made for 2023-2025 cycle

    | | Shares Paid Out | | Vaillancourt | 13,418 | | McLean | 2,589 | | Joiner | 854 | | Bower | 935 |

  90. Other in-service benefits

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

  91. Retirement and other post-termination compensation

    Retirement and other post-termination compensation 401(k) plan. Our executive officers participate in our 401(k) plan on the same basis as other salaried employees. Under this plan, a portion of each participant’s compensation eligible for the plan (generally base salary and annual incentive compensation) can be deferred into a 401(k) account, up to the annual limit set by the IRS. Each participant directs investments in the account. We match 100% of deferrals under this plan (other than catch-up contributions) up to the first 6% of the aggregate of annual salary and annual incentive compensation contributed by the participant. Our matching contributions are fully vested. For salaried employees hired before August 1, 2016, we make a contribution equal to 2% of salary and annual incentive compensation to the employee’s account in our 401(k) plan, subject to limits on permitted 401(k) contributions. Each of the NEOs received such contributions for 2025, other than Mr. Bruderek, who was hired after August 1, 2016 and therefore is not eligible to receive the additional 2% contribution. Any amount exceeding permitted 401(k) contributions is made to the deferred compensation plan. Deferred compensation and management stock plans. Our non-qualified, deferred compensation plan permits our executive officers to save for retirement on a tax-deferred basis beyond what is permitted under the 401(k) plan because of either federal tax code limits or the design of the 401(k) plan. In addition, this plan allows for matching contributions that cannot be made in the 401(k) plan because of federal tax code limits. These contributions are made at the same rate and are subject to the same aggregate limit as the 401(k) plan. The Committee believes this type of additional deferral and matching opportunity is an appropriate and customary component of a competitive compensation package for public company executive officers. Our management stock purchase deferral plan permitted officers and other senior personnel to defer, for five years or more, up to 50% of annual incentive compensation. Deferred amounts were credited to these individual’s accounts based on the value of our common stock, with the payout at the end of the deferral period being based on the then-value of our common stock. Participants were eligible to receive awards of restricted stock units equal to 25% of the amount of compensation deferred. We closed this plan to further participation after the deferrals of 2016 annual incentive compensation under the plan.

  92. Retirement and other post-termination compensation

    Management continuity agreements (double trigger). In a situation involving a change in control of our company, our executive management would face a far greater risk of termination than other salaried employees. To attract qualified executives who might find other job opportunities with less risk to continued employment, we entered into a management continuity agreement with each of our executive officers. These agreements incentivize our executives to stay with us in the event of an actual or potential change in control and are an important part of a competitive executive compensation package. Particular terms in these agreements, including the applicable continuation period, reflect our subjective judgment regarding the terms offered in comparable agreements by peer companies and our desire to offer competitive arrangements for executive employment. Each continuity agreement provides for continued employment of the individual for a two-year period after a change in control, with the same responsibilities and authorities and generally the same benefits and compensation as the individual had immediately prior to the change in control (including average annual increases). Under the agreements, the executive would be entitled to certain payments and other benefits if, during the continued employment period, we or our successor were to terminate the individual’s employment for reasons other than “cause,” or the individual voluntarily terminated his or her employment for a “good reason.” These terms are defined in the agreements. None of the management continuity agreements includes a provision that would increase the amount payable to account for excise taxes. For an executive to receive payments and benefits under these agreements, two events, or triggers, must occur. First, there must be a change in control of the company, and second, the executive’s employment must be terminated, either by the company, other than for “cause”, or by the executive for “good reason.” The second trigger incentivizes the executive to stay with the company and perform at a high level in the event of a change in control. For more information about these payments and other benefits, see “Executive compensation—Potential payments upon termination or change in control.” The Committee has reviewed the amounts that are potentially payable under these agreements and believes that they are reasonable. Severance policy. Our severance policies provide benefits to all full-time employees at our corporate office, including our executive officers. Under these policies, an executive officer whom we terminate without cause is entitled to continue receiving his or her base salary for a specific period. The terminated officer is also entitled to receive a pro rata portion of the annual incentive compensation payable for the year in which the officer is terminated, along with a pro rata payout of all long-term incentive awards, including Performance Share Awards, based on the number of months the officer was employed in each performance cycle. The period for which an executive officer is entitled to continue receiving his or her base salary depends on the officer’s level of responsibility. The CEO is entitled to a period of 24 months. The other NEOs are entitled to 12 months. 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 are an important component of a competitive compensation package.

  93. Summary compensation table

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

  94. Summary compensation table

    | • | their names and positions held in 2025 (column (a)); |

  95. Summary compensation table

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

  96. Summary compensation table

    | • | salaries (column (c)); |

  97. Summary compensation table

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

  98. 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 |

  99. Summary compensation table

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

  100. 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.($)(3) (g) | Change in Pension Value and Nonqualified Deferred Comp. Earnings($) (h) | All Other Comp. ($)(4) (i) | Total($) (j) | | Eric A. Vaillancourt Chief Executive Officer and President | 2025 | 934,616 | — | 3,678,231 | 1,390,716 | 1,341,949 | — | 112,235 | 7,457,747 | | | 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 | | Joseph F. Bruderek, Jr.(5) Executive Vice President and Chief Financial Officer | 2025 | 505,845 | — | 777,269 | 293,914 | 462,195 | — | 22,298 | 2,061,521 | | | 2024 | 461,588 | — | 629,912 | 217,765 | 417,738 | — | 21,871 | 1,748,873 | | Robert S. McLean(6) Executive Vice President and General Counsel | 2025 | 517,598 | — | 632,221 | 239,052 | 405,372 | — | 66,793 | 1,861,036 | | | 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 | | Larisa R. Joiner Senior Vice President and Chief Information Officer | 2025 | 373,526 | — | 260,141 | 98,459 | 243,782 | — | 35,243 | 1,011,151 | | | 2024 | 358,981 | — | 254,054 | 87,961 | 232,081 | — | 29,126 | 962,204 | | Steven R. Bower Senior Vice President Controller and Chief Accounting Officer | 2025 | 372,329 | — | 227,032 | 85,904 | 218,700 | — | 52,175 | 956,140 | | | 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 |

  101. Summary compensation table

    | (1) The annual long-term compensation awards made in 2025 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 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 2025 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 |

  102. Summary compensation table

    | 2026 PROXY STATEMENT | 39 | ENPRO INC. |

  103. Summary compensation table

    | Executive compensation | Summary compensation table |

  104. Summary compensation table

    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 2025 would be as follows: Mr. Vaillancourt, $5,579,369; Mr. Bruderek, $1,179,010; Mr. McLean, $958,992; Ms. Joiner, $394,598; and Mr. Bower, $344,376. See Note 17 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2025 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.

  105. Summary compensation table

    | (2) The stock options awarded in 2025 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, 2025 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. |

  106. Summary compensation table

    | (3) For 2025, 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.” |

  107. Summary compensation table

    | (4) For 2025, these amounts consist of the following: |

  108. Summary compensation table

    | | 401(k) plan* ($) | Amounts paid for umbrella liability insurance ($) | Non-qualified deferred compensation plan** ($) | Total ($) | | Vaillancourt | 28,000 | 1,858 | 82,377 | 112,235 | | Bruderek | 21,000 | 1,298 | — | 22,298 | | McLean | 28,000 | 1,298 | 37,495 | 66,793 | | Joiner | 28,833 | 1,298 | 5,112 | 35,243 | | Bower | 27,256 | 1,298 | 23,621 | 52,175 |

  109. Summary compensation table

    | * For Mr. Vaillancourt, includes a matching 401(k) contribution of $21,000 and an employer 401(k) contribution of $7,000. For Mr. Bruderek, includes a matching 401(k) contribution of $21,000. For Mr. McLean, includes a matching 401(k) contribution of $21,000 and an employer 401(k) contribution of $7,000. For Ms. Joiner, includes a matching 401(k) contribution of $21,833 and an employer 401(k) contribution of $7,000. For Mr. Bower, includes a matching 401(k) contribution of $20,256 and an employer 401(k) contribution of $7,000. |

  110. Summary compensation table

    | ** For Mr. Vaillancourt, includes a matching contribution of $47,769 and an employer contribution of $34,608. For Mr. McLean, includes a matching contribution of $26,421 and an employer contribution of $11,074. For Ms. Joiner, includes an employer contribution of $5,112. For Mr. Bower, includes a matching contribution of $18,993 and an employer contribution of $4,628. |

  111. Summary compensation table

    | (5) 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

    | (6) Mr. McLean also serves as Chief Administrative Officer and served as Secretary of Enpro until November 5, 2024. |

  113. Summary compensation table

    | 2026 PROXY STATEMENT | 40 | ENPRO INC. |

  114. Summary compensation table

    | Executive compensation | Grants of plan-based awards |

  115. Grants of plan-based awards

    Grants of plan-based awards The following table provides additional information about awards we granted in 2025 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”).

  116. Grants of plan-based awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards(2) (l) | | Name (a) | Plan | Grant Date (b) | Approval Date(1) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Eric A. Vaillancourt | Annual Plan(3) | 2/13/2025 | 2/13/2025 | 514,039 | 1,028,078 | 2,056,156 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/13/2025 | 2/13/2025 | — | — | — | 3,500 | 6,999 | 13,998 | — | — | — | 1,901,138 | | | Equity Plan | 2/13/2025 | 2/13/2025 | — | — | — | — | — | — | 9,332 | — | — | 1,777,093 | | | Equity Plan | 2/25/2025 | 2/13/2025 | — | — | — | — | — | — | — | 16,173 | 199.78 | 1,390,716 | | Joseph F. Bruderek, Jr. | Annual Plan(3) | 2/13/2025 | 2/13/2025 | 177,046 | 354,092 | 708,183 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/13/2025 | 2/13/2025 | — | — | — | 740 | 1,479 | 2,958 | — | — | — | 401,741 | | | Equity Plan | 2/13/2025 | 2/13/2025 | — | — | — | — | — | — | 1,972 | — | — | 375,528 | | | Equity Plan | 2/25/2025 | 2/13/2025 | — | — | — | — | — | — | — | 3,418 | 199.78 | 293,914 | | Robert S. McLean | Annual Plan(3) | 2/13/2025 | 2/13/2025 | 155,280 | 310,559 | 621,118 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/13/2025 | 2/13/2025 | — | — | — | 602 | 1,203 | 2,406 | — | — | — | 326,771 | | | Equity Plan | 2/13/2025 | 2/13/2025 | — | — | — | — | — | — | 1,604 | — | — | 305,450 | | | Equity Plan | 2/25/2025 | 2/13/2025 | — | — | — | — | — | — | — | 2,780 | 199.78 | 239,052 | | Larisa R. Joiner | Annual Plan(3) | 2/13/2025 | 2/13/2025 | 93,382 | 186,763 | 373,526 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/13/2025 | 2/13/2025 | — | — | — | 248 | 495 | 990 | — | — | — | 134,457 | | | Equity Plan | 2/13/2025 | 2/13/2025 | — | — | — | — | — | — | 660 | — | — | 125,684 | | | Equity Plan | 2/25/2025 | 2/13/2025 | — | — | — | — | — | — | — | 1,145 | 199.78 | 98,459 | | Steven R. Bower | Annual Plan(3) | 2/13/2025 | 2/13/2025 | 83,774 | 167,548 | 335,096 | — | — | — | — | — | — | — | | | Equity Plan(4) | 2/13/2025 | 2/13/2025 | — | — | — | 216 | 432 | 864 | — | — | — | 117,344 | | | Equity Plan | 2/13/2025 | 2/13/2025 | — | — | — | — | — | — | 576 | — | — | 109,688 | | | Equity Plan | 2/25/2025 | 2/13/2025 | — | — | — | — | — | — | — | 999 | 199.78 | 85,904 |

  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 13, 2025, but deferred the grant of the stock options until the second trading day after the filing of Enpro’s Form 10-K for the year ended December 31, 2024, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day, which was February 25, 2025. |

  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 2025 of stock options, restricted stock units and Performance Share Awards. |

  119. Grants of plan-based awards

    | (3) For 2025 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, 2027. Stock units earned under a Performance Share Award granted in 2025 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

    | 2026 PROXY STATEMENT | 41 | ENPRO INC. |

  122. Grants of plan-based awards

    | Executive compensation | Grants of plan-based awards |

  123. Stock options

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

  124. Stock options

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

  125. Stock options

    | Executive compensation | OPTION EXERCISES AND STOCK VESTED |

  126. Stock options

    | Executive compensation | NON-QUALIFIED DEFERRED COMPENSATION |

  127. Stock options

    | Executive compensation | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  128. Double-trigger management continuity agreements

    | Executive compensation | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  129. Restricted stock unit and stock option awards

    | Executive compensation | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL |

  130. Severance benefits

    | Executive compensation | PAY VERSUS PERFORMANCE |

  131. Severance benefits

    | • | 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 2025 set forth in footnote 3 to the table; |

  132. Severance benefits

    | • | 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 2025 set forth in footnote 3 to the table; |

  133. Severance benefits

    | Executive compensation | PAY VERSUS PERFORMANCE |

  134. Pay versus performance

    Pay versus performance

  135. Pay versus performance

    | | 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) | | | 2025 | | 7,457,747 | | 10,945,526 | 1,472,462 | 1,849,271 | 296.94 | 232.81 | 40.5 | 276.5 | | 2024 | | 6,671,257 | | 8,291,568 | 1,747,399 | 1,736,449 | 237.64 | 188.27 | 72.9 | 258.8 | | 2023 | | 6,192,009 | | 10,544,006 | 1,407,163 | 2,492,008 | 214.37 | 161.27 | 18.3 | 245.2 | | 2022 | | 5,866,992 | | 5,857,402 | 1,353,715 | 1,244,066 | 147.20 | 117.94 | 202.3 | 295.9 | | 2021 | 9,311,014 | 3,251,529 | 1,083,322 | 4,579,554 | 1,857,663 | 3,117,325 | 147.48 | 124.48 | 178.3 | 216.0 |

  136. Pay versus performance

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

  137. Pay versus performance

    | (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. |

  138. Pay versus performance

    | (3) To calculate Compensation Actually Paid for 2025, the deductions from, and additions to, total compensation in the summary compensation table, appearing on page 39, are as follows: |

  139. Pay versus performance

    | | | Average Non- | | | Second PEO | PEO NEOs | | | ($) | ($) | | Total Compensation from Summary Compensation Table | 7,457,747 | 1,472,462 | | 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 | (5,068,947) | (653,498) | | Year-end fair value of unvested awards granted in current year | 5,592,697 | 721,016 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | 2,370,090 | 254,896 | | 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 | 567,448 | 51,809 | | Forfeitures during current year equal to prior year-end fair value | — | — | | Dividends or dividend equivalents not otherwise included in total compensation | 26,492 | 2,587 | | Total adjustments for Equity Awards | 3,487,779 | 376,809 | | Compensation Actually Paid (as calculated) | 10,945,526 | 1,849,271 |

  140. Pay versus performance

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

  141. Pay versus performance

    | 2026 PROXY STATEMENT | 51 | ENPRO INC. |

  142. Pay versus performance

    | Executive compensation | PAY VERSUS PERFORMANCE |

  143. Pay versus performance

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

  144. Pay versus performance

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Joseph F. Bruderek, Jr. | Joseph F. Bruderek, Jr. | 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 | | Larisa R. Joiner | Larisa R. Joiner | Steven R. Bower | Steven R. Bower | Steven R. Bower | | Steven R. Bower | Steven R. Bower | Ronald R. Angelillo | Ronald R. Angelillo | Susan E. Sweeney | | | J. Milton Childress II | | Susan E. Sweeney | |

  145. Pay versus performance

    | (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. |

  146. Pay versus performance

    | (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. |

  147. Pay versus performance

    | (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. |

  148. Pay versus performance

    | (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. |

  149. Pay versus performance

    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 2025:

  150. Pay versus performance

    | • | Adjusted EBITDA; |

  151. Pay versus performance

    | • | Cash Flow ROIC; |

  152. Pay versus performance

    | • | rTSR; and |

  153. Pay versus performance

    | • | common stock trading price. |

  154. Pay versus performance

    The first three financial performance measures are discussed in detail in “Compensation discussion and analysis—2025 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.

  155. Pay versus performance

    | 2026 PROXY STATEMENT | 52 | ENPRO INC. |

  156. Pay versus performance

    | Executive compensation | PAY VERSUS PERFORMANCE |

  157. 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

  158. Relationship of executive Compensation Actually Paid to TSR of Enpro and of peer group

    | 2026 PROXY STATEMENT | 53 | ENPRO INC. |

  159. Relationship of executive Compensation Actually Paid to TSR of Enpro and of peer group

    | Executive compensation | PAY VERSUS PERFORMANCE |

  160. 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 39 of this proxy statement. 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 2025, we compiled base salary, bonus, any overtime or commissions, and other cash payments for 2025 of each of our employees who were employed as of December 31, 2025 without any exclusions, other than the exclusion of our 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 2025 median-compensated employee based on this data. We calculated such employee’s 2025 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 2025 total compensation for the median-compensated employee was $58,424. The 2025 total compensation of our PEO, Mr. Vaillancourt, was $7,457,747, as reflected in the summary compensation table on page 39. Accordingly, the ratio of the PEO’s 2025 total compensation to the median-compensated employee’s 2025 total compensation is approximately 128:1. 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.

  161. Relationship of executive Compensation Actually Paid to TSR of Enpro and of peer group

    | 2026 PROXY STATEMENT | 54 | ENPRO INC. |

  162. Relationship of executive Compensation Actually Paid to TSR of Enpro and of peer group

    Proposal 3—Ratification of PricewaterhouseCoopers LLP as our company’s independent registered public accounting firm for 2026 On February 12, 2026, the Audit Committee reappointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The board of directors agrees with this decision. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm for periods beginning on and after January 1, 2004. If the shareholders do not ratify this appointment, the Audit Committee will consider other independent registered public accounting firms. The board of directors unanimously recommends that you vote FOR ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.

  163. Relationship of executive Compensation Actually Paid to TSR of Enpro and of peer group

    | 2026 PROXY STATEMENT | 55 | ENPRO INC. |

  164. Relationship of executive Compensation Actually Paid to TSR of Enpro and of peer group

    Independent registered public accounting firm The Audit Committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2026. We refer herein to PricewaterhouseCoopers LLP as our “external auditors.” We understand that representatives of PricewaterhouseCoopers LLP will be present at the annual meeting on April 29, 2026. They will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from shareholders. An Audit Committee policy outlines procedures intended to ensure that it approves all audit and non-audit services prior to those services being provided to us by our external auditors. The policy requires the Audit Committee’s prior approval of a budget setting fees for all audit services to be performed during the upcoming fiscal year. It mandates the committee’s prior approval of amounts for separate non-audit and tax compliance, planning and advisory services for the year, as well as proposed services exceeding approved cost levels. The policy allows the Audit Committee to delegate approval authority to one or more of its members (except for certain internal control-related services). A copy of the approval policy is available on our website at www.enpro.com; click on “About Us,” then “Governance,” then “Committee Composition” and then “Audit and Risk Management Committee Pre-Approval Policy.” Before approving services proposed to be performed by the external auditors, the Audit Committee considers whether the services are consistent with the SEC’s rules on auditor independence. The Audit Committee also considers whether the external auditors may be best positioned to provide the most effective and efficient service. Factors considered include familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. The Audit Committee considers these factors as a whole. No single factor is necessarily determinative. The Audit Committee approved all audit, audit-related and non-audit services that PricewaterhouseCoopers performed in 2025 and 2024 in accordance with our policy.