DEF 14A 1 i22130_npo-def14a.htm

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

EnPro Industries, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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	(2)	Form, Schedule or Registration Statement No.:

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(Cover Page)

(LOGO)

Annual Meeting of Shareholders

The 2022 Annual Meeting of Shareholders of
EnPro Industries, Inc. will be held at:

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

Friday, April 29, 2022 at 11:30 a.m.

Proxy voting options

Your vote is important!

Whether or not you expect to attend our shareholders meeting, we urge you to vote your shares. You may vote by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card or voting instruction form at your earliest convenience. Your prompt vote will ensure the presence of a quorum at the meeting and will save us the expense and extra work of additional solicitation. If you vote now and later decide to change your vote or to vote your shares at the meeting, you may do so by following instructions found elsewhere in this proxy statement. Your vote by proxy is revocable at your option any time prior to the meeting.

The fastest and most convenient way to vote your shares is by the Internet or telephone, using the instructions on this page. Internet and telephone votes are immediately confirmed and tabulated, and reduce postage and proxy tabulation costs.

If you prefer to vote by mail, please return the enclosed proxy card or voting instruction form in the addressed, prepaid envelope we have provided. Do not return the paper ballot if you vote via the Internet or by telephone.

Vote by Internet

www.proxyvote.com

Internet voting is available 24 hours a day, 7 days a week.

Instructions:

1. Read our Proxy Statement.

2. Go to the following website: www.proxyvote.com

3. Have your proxy card or voting instruction form in hand and follow the instructions. You can also register to receive all future shareholder communications electronically, instead of in print. Our annual report, Proxy Statement, and other correspondence will be delivered to you via email if you elect this option.

Vote by telephone

1-800-690-6903 via touch-tone phone

Telephonic voting is available toll-free 24 hours a day, 7 days a week.

Instructions:

1. Read our Proxy Statement.

2. Call toll-free 1-800-690-6903.

3. Have your proxy card or voting instruction form in hand and follow the instructions.

(LOGO)

Contents

Letter from our President and Chief Executive Officer	i
Notice of 2022 Annual Meeting of Shareholders	ii
Proxy statement summary	1
General information	7
Beneficial ownership of our common stock	11
Beneficial owners of 5% or more of our common stock	11
Director and executive officer ownership of our common stock	11
Section 16(a) reports	12

Proposal 1—Election of directors	13
Nominees for election	13
Director diversity	19
Board leadership structure	19
Committee structure	19
Risk oversight	20
Meetings and attendance	20

Corporate governance policies and practices	21
Corporate Governance Guidelines and Code of Business Conduct	21
Corporate social responsibility and sustainability	21
Director independence	23
Board, committee and director evaluations	23
Audit committee financial experts	23
Director candidate qualifications	23
Nomination process	24
Communications with the board	25
Director compensation	25

Audit Committee report	28
Proposal 2—Advisory vote approving executive compensation	29
Compensation and Human Resources Committee report on executive compensation	31

Compensation discussion and analysis	32
Our named executive officers	32
Executive summary	32
Summary of business highlights	32
Shareholder engagement	34
2021 executive compensation decisions at a glance	34
Changes for 2022	37
Best compensation practices and policies	37
What guides our executive compensation program	37
Key elements of compensation	38
Target compensation mix	39
The decision-making process	39
2021 executive compensation decisions in detail	41
Other compensation practices, policies and guidelines	45

Executive compensation	48
Summary compensation table	48
Grants of plan-based awards	50
Outstanding equity awards at fiscal year-end	53
Option exercises and stock vested	54
Pension benefits	54
Non-qualified deferred compensation	55
Potential payments upon termination or change in control	57
CEO pay ratio	60

Proposal 3—Ratification of PricewaterhouseCoopers LLP as our company’s independent registered public accounting firm for 2022	61
Independent registered public accounting firm	62
Other matters	62
Shareholder proposals	63

EnPro Industries, Inc.

5605 Carnegie Boulevard,

Suite 500

Charlotte, North Carolina 28209

Letter from our

President and Chief Executive Officer

Dear Shareholder: On behalf of the board of directors and management of EnPro Industries, Inc., I invite you to our annual meeting of shareholders. It will be held at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, on Friday, April 29, 2022 at 11:30 a.m.

This year, our shareholders will be asked to:

• Elect as directors the ten nominees whose qualifications and experience are described in our proxy statement.

• Approve on an advisory basis the compensation paid to our named executive officers as disclosed in our proxy statement.

• Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.

• Consider any other business that properly comes before the meeting or any adjournment of the meeting.

The business of the meeting, including each of the three proposals you are being asked to vote on, is described in detail in the attached Notice of Annual Meeting of Shareholders and Proxy Statement. In response to the COVID-19 pandemic, health and safety protocols will be followed at the annual meeting. All seating will be appropriately spaced to ensure proper social distancing and attendees will be required to wear a mask or other acceptable face covering during the meeting.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Please vote promptly. You may submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the annual meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Sincerely,

-s- Marvin A. Riley

Eric A. Vaillancourt

President and Chief Executive Officer

March 25, 2022

2022 PROXY STATEMENT | i | ENPRO INDUSTRIES, INC.

EnPro Industries, Inc.

5605 Carnegie Boulevard,

Suite 500

Charlotte, North Carolina 28209

Notice of 2022

Annual Meeting of Shareholders

DATE:	April 29, 2022

TIME:	11:30 a.m. Eastern Time

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

RECORD DATE:	March 10, 2022. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.

PROXY VOTING:	Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form will save the expenses and extra work of additional proxy solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting. Your proxy is revocable at your option.

ITEMS OF BUSINESS:	• To elect ten directors from the nominees described in the accompanying proxy statement • To adopt a resolution approving, on an advisory basis, the compensation paid to our named executive officers as disclosed in the accompanying proxy statement • To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022 • To transact other business that may properly come before the annual meeting or any adjournment of the meeting

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

TO BE HELD ON APRIL 29, 2022: The proxy statement and 2021 annual report to shareholders are available at:

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

By Order of the Board of Directors,

-s- Robert S. McLean

Robert S. McLean

Secretary

March 25, 2022

2022 PROXY STATEMENT | ii | ENPRO INDUSTRIES, INC.

2022 Proxy Statement

Proxy statement summary

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

Annual meeting of shareholders

Time, place and voting matters		Meeting agenda

Date:	April 29, 2022	• Election of ten directors

Time:	11:30 a.m. Eastern Time	• Advisory vote to approve executive compensation

Place:	5605 Carnegie Boulevard, Suite 500 Charlotte, North Carolina 28209	• Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022

Record date:	March 10, 2022	• Transact other business that may properly come before the meeting

Voting:	Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.	Mailing date We will begin mailing proxy materials to registered shareholders on or around March 25, 2022.

How to vote See “General information—How do I vote?” (page 8) for more information.

In addition to attending the annual meeting, shareholders of record can vote by any of the following methods:

By Internet at

www.proxyvote.com

By telephone at

1-800-690-6903

By mailing

your proxy card

If you hold your EnPro shares in street name through an account with a bank, broker or other nominee, your ability to vote by Internet or telephone depends on the voting process of the bank, broker or other nominee through which you hold the shares. Please follow their directions carefully.

Voting recommendations

Proposal	Board vote recommendation
Election of directors (see page 13)	“For” each director nominee
Advisory vote to approve executive compensation (see page 29)	“For”
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022 (see page 61)	“For”

2022 PROXY STATEMENT | 1 | ENPRO INDUSTRIES, INC.

PROXY STATEMENT SUMMARY		OUR DIRECTOR NOMINEES

Our director nominees

See “Proposal 1—Election of directors” (page 13) and “Corporate governance policies and practices” (page 21) for more information.

Every member of our board of directors is elected annually. You are being asked to vote on the election of these ten nominees, all of whom currently serve as directors.

			Other public boards
				Committee memberships
Director nominees	Age	Independent		AC	CC	NC	EC

Eric A. Vaillancourt President and Chief Executive Officer, EnPro	58		—				Chair
Thomas M. Botts Retired Executive VP, Global Manufacturing, Shell Downstream Inc.	67	·	1	·	Chair	·	·
Felix M. Brueck Director Emeritus, McKinsey & Company, Inc.	66	·	—	·	·	·
B. Bernard Burns, Jr. Former Managing Director, McGuireWoods Capital Group	73	·	—	·	·	·
Diane C. Creel Retired Chairman, CEO and President, Ecovation, Inc.	73	·	2	·	·	·
Adele M. Gulfo Chief Business and Commercial Development Officer of Sumitovant Biopharma	59	·	2	·	·	·
David L. Hauser (Chairman of the Board) Former Chairman and CEO, FairPoint Communications	70	·	1	·	·	·	·
John Humphrey Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc.	56	·	2	Chair	·	·	·
Judith A. Reinsdorf Former Executive Vice President and General Counsel, Johnson Controls	58	·	2	·	·	Chair	·
Kees van der Graaf Former member of the board and executive committee, Unilever NV and Unilever PLC	71	·	1	·	·	·

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

Our directors’ diversity, tenure and skills

Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experience, skills and background, as well as varying lengths of tenure, are critical elements of a highly functioning board. Our board of directors and its Nominating and Corporate Governance Committee believe this diversity permits the board to make sound decisions that support shareholder value, while the varying tenures of its members provide a balance of institutional knowledge and fresh perspectives. Important aspects of diversity in background include matters of gender and geographical perspective. The board currently includes three female directors and three directors whose careers involved working either entirely or substantially outside the United States.

(Graphic)

2022 PROXY STATEMENT | 2 | ENPRO INDUSTRIES, INC.

PROXY STATEMENT SUMMARY		OUR DIRECTORS’ DIVERSITY, TENURE AND SKILLS

Director Experience and Qualifications

Experience/Qualifications	Botts	Brueck	Burns	Creel	Gulfo	Hauser	Humphrey	Reinsdorf	Vaillancourt	van der Graaf
Finance/Accounting			·	·		·	·	·
Government/Regulatory	·		·		·	·		·
Legal/Corporate Governance			·	·			·	·
Human Resources/ Compensation	·	·	·	·				·	·	·
International Experience	·	·	·	·	·	·	·	·	·	·
M&A/Business Development	·	·	·	·	·	·	·	·	·	·
Manufacturing/Operations	·	·	·				·		·	·
Sales/Marketing		·		·	·				·	·