Enpro (NPO) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 30, 2025, with four key proposals: election of ten directors, advisory vote on executive compensation, approval of amended 2020 Equity Compensation Plan, and ratification of PricewaterhouseCoopers LLP as auditor.

• Company highlights include $1.0 billion in revenue, 3,500 employees, and a focus on high-margin growth, operational excellence, and sustainability.

• Shareholder engagement is emphasized, with regular outreach to major investors and alignment of governance and compensation practices with shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) advisory approval of executive compensation, (3) approval of the amended and restated 2020 Equity Compensation Plan, and (4) ratification of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting “For” all proposals.

• Shareholders can vote by Internet, phone, mail, or in person.

Board of directors and corporate governance

• Board consists of ten nominees, nine of whom are independent; diversity includes three women and one racially/ethnically diverse member.

• Board committees: Executive, Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance.

• Annual board, committee, and individual director evaluations are conducted.

• Directors are required to own company stock; stringent stock ownership and anti-hedging/pledging policies are in place.

• Board refreshment has added five new directors in the past five years.