Enpro Inc.
For the period ended Apr 29, 2026. Filed Mar 23, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 23, 2026
Contents
Proxy statement highlights
This summary highlights information contained elsewhere in our proxy statement. Because this summary does not contain all of the information you should consider, you should read the entire proxy statement carefully before voting.
| Enpro at a glance Headquarters in Charlotte, NC | |
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| 15 primary manufacturing facilities | ~4,000 global employees |
| Enpro 3.0 – Accelerating Personal and Profitable Growth ñ Transformed portfolio positioned to deliver mid-to- high single digit organic revenue growth, at premium profitability and financial returns through 2030. ñ Differentiated, highly-specified products and solutions for leading-edge industrial technology applications, characterized by a high-level of specification, critical process or safety features and a strong aftermarket. ñ Strong balance sheet and free cash flow utilized for reinvestment in profitable organic growth opportunities, while considering selective strategic acquisitions that expand market reach, technology and engineering capabilities without the use of excess leverage. ñ Activate the compounding features of the Enpro business model by leveraging technology advantages, best-in-class profitability, and organic growth investment, supplemented with strategic portfolio additions. ñ Maximizing shareholder value with a firm commitment to our customers, colleagues and communities. Each colleague is encouraged to focus on personal development and skills enhancement, while contributing to Enpro’s overall growth strategy. | |
| 2025 Financial Performance Highlights | |
| $1.1 billion revenue | 54% aftermarket revenue % |
| $40.5 million net income | $26.2 million returned to shareholders through dividends |
Enpro empowers technology with purpose At Enpro, our purpose lies in helping others achieve theirs. We provide critical products and solutions in a variety of leading-edge applications that shape our world. Our applied engineering capabilities, process technologies and generational knowledge help shape safer, more productive process environments for customers in a variety of critically important and growing end markets. We drive success for our customers, while developing our colleagues and encouraging community growth and protection of our environment.
Our core values are foundational ñ Safety: Our responsibility is to create an environment built upon trust and centered around the health, wellness, physical and psychological safety of one another, our families, our communities, and our partners. ñ Excellence: We challenge ourselves to always evolve, go beyond expectations, and show up at our best. ñ Respect: We are passionate professionals with diverse talents and backgrounds that are empowered to inspire each other.
Leading-edge portfolio of industrial technology products and solutions ⟩ Sealing Technologies: Safeguarding Critical Environments ⟩ Advanced Surface Technologies: Precision Products and Solutions for the Leading Edge
2025 revenue contribution
| 2026 PROXY STATEMENT | 1 | ENPRO INC. |
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| PROXY STATEMENT SUMMARY | BOARD OF DIRECTORS OVERVIEW |
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Board of directors overview
See “Proposal 1—Election of directors” (page 8) and “Corporate governance policies and practices” (page 18) for more information.
Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experiences, perspectives, skills, and industry and market backgrounds, as well as varying lengths of tenure, are critical elements of a highly functioning board.
Our director nominees
| Committee memberships | ||||||
|---|---|---|---|---|---|---|
| Director nominees | Age | Indep. | AC | CC | NC | EC |
| Eric A. Vaillancourt President and Chief Executive Officer, Enpro | 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 | · |
| AC | — | Audit and Risk Management Committee | CC | — | Compensation and Human Resources Committee |
|---|---|---|---|---|---|
| NC | — | Nominating and Corporate Governance Committee | EC | — | Executive Committee |
| 2026 PROXY STATEMENT | 2 | ENPRO INC. |
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| PROXY STATEMENT SUMMARY | BOARD OF DIRECTORS OVERVIEW |
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Board snapshot: tenure and diversity
Board refreshment
5new directors in the past five years
Board nominees’ tenure
Board Diversity
The nominees for election to the board of directors have diverse experiences and backgrounds and include five male directors and three female directors. Regular board refreshment parameters include maintaining a slate of highly-qualified directors with appropriate skills and experiences to oversee the direction and governance of Enpro and with a strong appreciation for the enduring values of the organization.
Qualifications, skills and experience
| 2026 PROXY STATEMENT | 3 | ENPRO INC. |
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| PROXY STATEMENT SUMMARY | Governance policies and practices overview |
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Governance policies and practices overview
Our board of directors and management firmly embrace strong, accountable corporate governance. An attentive and highly engaged board, held to the highest standards of corporate governance, is a tangible advantage for our shareholders and for our businesses. Our board makes substantial efforts to maintain such standards.
| Board refreshment | Board refreshment balances experience with fresh insights and expands diversity Five new directors have joined the board of directors in the past five years |
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| Accountability to shareholders | Annual director elections Resignation policy for directors who fail to get majority vote Annual “say-on-pay” vote Annual shareholder outreach, with proactive and regular engagement throughout the year |
| Annual assessment | Annual Board, committee and individual director evaluations |
| Alignment with shareholder interests | All directors own company stock Stringent stock ownership guidelines for directors, executives and other key employees Anti-pledging and anti-hedging policies |
| Independent board | Independent board chair Independent directors meet regularly in executive sessions without management |
| Succession planning | Annual review of management and director succession planning and management development by the board of directors |
| Sustainability and social responsibility | Nominating and Corporate Governance Committee advises on sustainability and social responsibility strategy A cross-functional management Sustainability Committee meets and reports to the board of directors on progress toward greenhouse gas (GHG) reduction targets and climate related risks and opportunities |
Shareholder engagement
Throughout the course of each year, we speak with many existing or potential shareholders, attend investor conferences and engage frequently with many of our largest shareholders. These transparent conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, business continuity and sustainability initiatives, and governance, management succession and compensation practices.
| More than 200 | Top 30 |
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| regular discussions with current and potential shareholders, representing 45% of outstanding shares | shareholders invited to proactively engage on corporate governance matters, representing 85% of outstanding shares |
During these conversations, our shareholders noted general support for our company-wide compensation, retention and benefits programs. We communicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.
| 2026 PROXY STATEMENT | 4 | ENPRO INC. |
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| PROXY STATEMENT SUMMARY | Executive compensation overview |
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Executive compensation overview
For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 24), “Compensation discussion and analysis” (page 25) and “Executive compensation” (page 39).
Our board of directors recommends that you vote “For” our advisory proposal on executive compensation. The non-binding, advisory vote gives our shareholders the opportunity to approve the compensation paid to individuals identified as named executive officers in this proxy statement.
Our compensation practices
Our programs are designed to reward success. Our compensation programs enable us to align the interests of our executive officers with the interests of our shareholders and to reward our executives for superior performance. This practice allows us to attract and retain talented and highly motivated executive management who are capable of driving strategic imperatives that are designed to drive enterprise-level growth and build enduring value for our shareholders.
| • | is tied to business performance. A substantial portion of each executive officer’s total compensation opportunity is based on our financial results—disappointing performance results in little or no payout while superior performance leads to larger payouts—and the portion of compensation based on our financial performance increases with the officer’s level of responsibility; |
| • | is significantly stock-based. Stock-based compensation ensures our executives and our shareholders have common interests and are aligned with enterprise value creation; |
| • | enhances retention of our executives—much of their total compensation vests over several years; |
| • | links a significant portion of their total pay to the execution of strategies intended to create long-term shareholder value; |
| • | does not encourage our executives to take unnecessary or excessive risks; and |
| • | enables us to compete effectively for talented individuals who will help us successfully execute our business plans. |
In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive behaviors and performance that will increase the value of our company. In 2025, we awarded stock options and restricted stock units that vest over three years and Performance Share Awards that vest based on our relative total shareholder return over a three-year period, both to encourage retention and to provide incentives for performance to increase the value of our shares.
We have structured our compensation programs to align with the interests of our shareholders and to result in payment based on our performance.
We employ best practices in executive compensation.
| • | We balance short-term and long-term compensation to discourage short-term risk-taking at the expense of long-term results. |
| • | We align the interests of our executive officers with the interests of our shareholders. |
| • | Our long-term incentive compensation is focused on the relative and absolute returns to shareholders, while aligning the experience of management with that of our shareholders. |
| • | We require our senior officers to own and retain meaningful amounts of Enpro stock and to increase their ownership as their levels of responsibility increase. |
| • | Our Compensation and Human Resources Committee relies on an independent executive compensation consultant to evaluate our compensation programs. The consultant reports directly to the committee and provides no other services to our company. |
| • | We have very limited perquisites. |
| • | We generally make compensation decisions and grant equity and other compensation awards only on an annual basis, with interim adjustments and awards only in unusual circumstances, such as in connection with a material change in an executive officer’s responsibilities. |
| • | Our policies prohibit executives from hedging ownership of Enpro stock and pledging Enpro stock. |
| • | Our clawback policies entitle us to recover certain performance-based compensation from executive officers in the event of a restatement of our financial results. |
| 2026 PROXY STATEMENT | 5 | ENPRO INC. |
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| PROXY STATEMENT SUMMARY | Executive compensation overview |
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Compensation analysis
2025 target compensation rewards success. The following charts show the relative portion of our Chief Executive Officer’s 2025 target compensation and the average target compensation of the other named executive officers included in the summary compensation table appearing on page 39. Target compensation consists of the base salary for 2025, target annual performance-based cash compensation awards made in 2025, target Performance Share Awards (PSAs), stock options and restricted stock units (RSUs) awarded in 2025 (based on the grant date value of such equity awards) and other 2025 compensation, principally company contributions to defined contribution retirement plans.
| 2025 CEO Target Compensation | 2025 Other NEOs Target Compensation |
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The following table summarizes key characteristics of the annual performance plan awards and long-term equity awards granted to executive officers in 2025:
| Compensation Element | Key Characteristics |
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| Annual Performance Plan Awards | Based on pre-established company goals relating to adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) measured against companywide achievement. |
| Performance Share Awards | Grants with payout based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). The Performance Share Awards are denominated as stock units, with units being paid out in an equal number of shares of common stock plus cash in an amount equal to the dividend equivalents. |
| Stock Options | The stock options vest and become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the grant date, with a per share exercise price equal to the closing stock price on the date of the grant. No vesting upon a change in control if the awards are assumed by the acquirer. |
| Restricted Stock Units | Awards vest in equal installments on the first, second and third anniversaries of the date of the award generally subject to continued employment. No vesting upon a change in control if the awards are assumed by the acquirer. |
Compensation program outcomes. The Committee selected the performance measures for the awards made in 2025 under our annual performance plan because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. In February 2023, executive officers were granted Performance Share Awards, similar to the Performance Share Awards granted in 2025, but with a three-year performance period that ended on December 31, 2025. The following summarizes the actual payout to the executive officers, relative to the target levels, for 2025 under the annual performance plan and of the Performance Share Awards for the 2023-2025 performance cycle.
| 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 |
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| 2026 PROXY STATEMENT | 6 | ENPRO INC. |
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| PROXY STATEMENT SUMMARY | Sustainability and social responsibility highlights |
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Sustainability and social responsibility highlights
Enpro’s commitment to sustainability and social responsibility is reflected in our ongoing efforts to create long-term value for our stakeholders while minimizing our environmental footprint and fostering positive social impact. Although Enpro is not currently subject to mandatory climate related disclosure requirements, we continue to provide robust voluntary reporting. For more information on our sustainability policies and programs, please see our most recent Sustainability Report, CDP questionnaire, and TCFD-aligned climate disclosure, which are all available on our website,www.enpro.com.
Progress on our sustainability and social responsibility priorities
| 1 | Advance sustainability topics in Enpro’s Risk Management Framework | • Conducted a materiality assessment to identify sustainability-related risks and opportunities considering both financial and impact materiality • The Board-appointed, cross-functional Sustainability Committee reviews alignment of sustainability initiatives and climate related risks and opportunities with the company’s business strategy • Provided updates to the board of directors |
| 2 | Continue Climate-related Actions with enterprise-wide participation | • Completed a TCFD-aligned climate risk assessment, including scenario analysis consistent with limiting global warming to 1.5°C • Maintained glidepath to reduce Scope 1 and Scope 2 GHG intensity (tons of emissions per million dollars in revenue) by at least 3% per year since 2022 • Reduced Scope 1 and Scope 2 GHG emissions from Enpro manufacturing and warehousing operations by greater than 9% against the baseline year of 2022 • Began obtaining limited assurance for Scope 1 and Scope 2 GHG emissions, starting with 2024 data • Developed Enpro’s first Scope 3 GHG inventory to enable Scope 3 emissions tracking beginning with a baseline year of 2024 |
| 3 | Continue enterprise-wide Safety, Sustainability & Compliance training with enhanced communication and reporting | • Achieved our best safety record ever with a Total Recordable Incident Rate (TRIR) of 0.64 and a Lost Time Case Rate (LTCR) of 0.09 • Supported Safety Action Teams at each our manufacturing locations, enabling facility-level ownership of safety initiatives • Sustainability Community of Practice shares best practices and integrates sustainability strategies and principles across Enpro businesses • Provided enterprise-wide Ethical Business and Risk Assessment Training |
| 4 | Further efforts on Workforce and Respect | • Implemented “We Are Enpro” trainings to promote our cultural emphasis on Empowering People with Purpose and the dual bottom line • Leveraged tools and processes to identify talented potential employees, including robust recruiting platforms to identify candidate slates and panel interviews designed to bring varied perspectives and experiences to the table, always with the goal of hiring the best person for the role |
| 5 | Cultivate sustainability considerations in Product and Life Cycle Management | • Supply Chain Leadership Council shared best practices, facilitated continuity of supply, managed costs and established key material category teams across the entire enterprise • Used the Supply Chain Risk Management tool to track and monitor Moody’s Sustainability ratings of the top 400 suppliers across our businesses • Continue implementing an enterprise-wide Supplier Code of Conduct guided by the principles found in the U.N. Guiding Principles for Business and Human Rights |
| 2026 PROXY STATEMENT | 7 | ENPRO INC. |
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