UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No.)

EnPro Industries, Inc.

(Name of Registrant as Specified In Its Charter)

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

Annual Meeting of Shareholders

The 2021 Annual Meeting of Shareholders of
EnPro Industries, Inc. will be held at:

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

Tuesday, May 4, 2021 at 11:30 a.m.

Contents

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 Tuesday, May 4, 2021 at 11:30 a.m.

This year, our shareholders will be asked to:

2021 PROXY STATEMENT    |    i    |     ENPRO INDUSTRIES, INC.

EnPro Industries, Inc.   5605 Carnegie Boulevard, Suite 500 Charlotte, North Carolina 28209

Notice of 2021

Annual Meeting of Shareholders

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

TO BE HELD ON MAY 4, 2021: The proxy statement and 2020 annual report to shareholders are available at:

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

By Order of the Board of Directors,

Robert S. McLean

Secretary

March 26, 2021

2021 PROXY STATEMENT    |    ii    |     ENPRO INDUSTRIES, INC.

2021 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

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

2021 PROXY STATEMENT    |    1    |     ENPRO INDUSTRIES, INC.

Our director nominees

See “Proposal 1—Election of directors” (page 13) and “Corporate governance policies and practices” (page 20) for more information.

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

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, race and geographical perspective. The board currently includes two female directors, one director who is a person of color, and three directors whose careers involved working either entirely or substantially outside the United States.

2021 PROXY STATEMENT    |    2    |     ENPRO INDUSTRIES, INC.

Director Experience and Qualifications

Corporate governance matters

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive 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 meet such standards.

2021 PROXY STATEMENT    |    3    |     ENPRO INDUSTRIES, INC.

Executive compensation

For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 27), “Compensation discussion and analysis” (page 30) and “Executive compensation” (page 46).

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 officers who are capable of driving our success and building value for our shareholders.

Our executive officers’ compensation:

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. In 2020, we awarded stock options and restricted stock units that vest over three years, both to encourage retention and to provide an incentive 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 routinely engage with our shareholders to discuss any concerns about our compensation programs. Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, sustainability, management and compensation practices. During these conversations in 2020, our shareholders noted support for our practices and policies, including our compensation practices. We communicated the 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.

We employ best practices in executive compensation.

2021 PROXY STATEMENT    |    4    |     ENPRO INDUSTRIES, INC.

Compensation analysis

Our compensation program ties incentive compensation pay to the achievement of both annual and long-term goals for the performance of our company. We set these goals each year and award both annual and three-year incentive awards tied to achieving these goals. In 2020, we also awarded stock options and restricted stock units that vest over three years to provide an incentive for performance to increase the value of our shares. We believe our compensation structure aligns with the interests of our shareholders and results in payment commensurate with our performance.

Annual incentive compensation. The amount of incentive 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 at 200% of the target payout For 2020, the performance measures and weightings for the annual performance plan were adjusted EBITDA and cash flow return on operating capital (or “Cash Flow ROIC”), which performance measures are described on pages 39 and 40. These performance measures were selected to focus our leaders on efficient capital deployment of assets they can control—working capital and capital expenditures—and earnings on those assets. The following charts show the relative weighting of these performance measures in our 2020 annual incentive compensation awards, and our actual payout performance level against the target level of performance for each of the two performance measures (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level equal to 66% of the target level for that performance measure. The below-target level of performance against this measure resulted primarily from lower volumes in most of our served markets resulting from the COVID-19 pandemic. We achieved a Cash Flow ROIC that exceeded 200% of the target level for that performance measure. This performance resulted from focused and disciplined cash management throughout the year. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

Long-term compensation. In February of each year, we make long-term compensation awards to our executive officers. In 2020, these awards were made in the form of restricted stock units, stock options and long-term incentive compensation awards, which is a new long-term compensation structure implemented in 2020 to more fully align the long-term compensation program with share value performance and the experience of our shareholders. These changes to the long-term compensation program were made to better align our executive compensation structure with the company’s long-term business strategy and to align and focus our senior teams on the share value impact of all decisions, including capital deployment, dispositions and acquisitions, and to encourage 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 three-year performance period.

The restricted stock units generally vest, subject to continued employment, in equal annual increments over a period of three years. The stock options have a per share exercise price equal to the fair market value of a share of our common stock on the date of grant, generally become exercisable subject to continued employment in equal annual increments over three years, and have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment other than retirement.

The long-term incentive compensation awards granted in 2020 (the “Performance Share Awards”) are denominated in stock units and are payable in cash, with the payout amount based on our total shareholder return compared to the same measure of a stock index that includes our company (rTSR) measured over a three-year performance cycle. There are no payouts if our

2021 PROXY STATEMENT    |    5    |     ENPRO INDUSTRIES, INC.

rTSR is below the 25th percentile of the firms included in that stock index, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The selection of rTSR as the performance measure for the Performance Share Awards was designed in light of our plan for the strategic transformation of EnPro to focus senior teams on the share value impact of all decisions, including acquisitions and capital deployment, and to encourage agile decision-making unencumbered by the pursuit of metrics established at the beginning of the performance period that might become outdated and act as a disincentive to appropriate value creation by the end of the three-year performance period.

In February 2018, executive officers were granted long-term incentive plan (“LTIP”) awards payable in stock and LTIP awards payable in cash for the three-year performance cycle that ended on December 31, 2020. The performance measure for the LTIP awards payable in cash was adjusted return on invested capital, which return measure included goodwill and other intangible assets. The performance measure for the LTIP awards payable in stock was rTSR. These performance measures are described in greater detail on page 41. In 2020, the Compensation and Human Resources Committee adjusted the LTIP awards payable in cash into two periods in order to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted return on invested capital. In February 2021, the Compensation and Human Resources Committee certified the level of performance with respect to the LTIP awards.

The following charts illustrate the allocation of value among the restricted stock units (RSUs), stock options and Performance Share Awards (valued at target) awarded to executive officers in February 2020 and the actual performance level as a percentage of target (weighted for the LTIP awards payable in cash between the two performance cycles) and payout level relative to the respective target levels (shown at 100%) of the LTIP awards for the 2018-2020 performance cycle made to the executive officers. Performance on the rTSR measure for LTIP awards payable in stock was below threshold resulting in no payout and performance on the measure for LTIP awards payable in cash was above the target range for the two-year cycle and below the threshold for the one-year cycle, resulting in a 81% payout.

2021 PROXY STATEMENT    |    6    |     ENPRO INDUSTRIES, INC.

General information

The enclosed proxy is solicited on behalf of the board of directors of EnPro Industries, Inc., in connection with our 2021 annual meeting of shareholders. The meeting will be held on Tuesday, May 4, 2021, at 11:30 a.m. at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina. You may use the enclosed proxy card to vote your shares whether or not you attend the meeting. Please vote by following the instructions on the card.

Because your vote is very important, we encourage you to cast it promptly by telephone or over the Internet, or by dating, signing and returning your proxy card in the enclosed envelope. Submitting your proxy in any of these manners means your shares of our common stock will be voted as you specify by the individuals named on the proxy card.

Every vote is important! Please vote your shares promptly.

This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

We are mailing our 2020 annual report, including financial statements, with this proxy statement to all shareholders who hold shares directly in their own names. We will begin mailing materials to these registered shareholders on or around March 26, 2021. If you are a beneficial owner whose shares are held in street name in an account at a bank, securities broker or other nominee, you should receive the annual report, proxy statement and a proxy card directly from the nominee.

Any shareholder may request additional copies of these materials from our shareholder relations department, which can be reached via email at investor@enproindustries.com or by calling 704-731-1527.

What is the purpose of the annual meeting?

At our annual meeting, shareholders will act on the following proposals:

Our board of directors has submitted these proposals. We are not aware of any other business to be addressed at the meeting; however, other business may be addressed if it properly comes before the meeting.

Who is entitled to vote at the meeting?

You may vote if you owned EnPro common stock as of the close of business on the record date, March 11, 2021. Each share of common stock is entitled to one vote on each matter considered at the meeting. At the close of business on the record date, 20,596,106 shares of EnPro common stock were outstanding and eligible to vote. The amount does not include 181,826 shares held by an EnPro subsidiary.

Who may attend the meeting?

Holders of EnPro common stock whose shares are recorded directly in their names in our stock register (“shareholders of record”) at the close of business on March 11, 2021 may attend the meeting. In addition, shareholders who hold shares of our common stock in “street name,” that is, through an account with a broker, bank, trustee, or other holder of record, as of such date may attend the meeting by presenting satisfactory evidence of ownership as of the March 11, 2021 record date. Our invited guests may also attend the meeting.

2021 PROXY STATEMENT    |    7    |     ENPRO INDUSTRIES, INC.

What protocols will be in place to protect the safety of those who attend the meeting?

In response to the COVID-19 pandemic, health and safety protocols will be followed at our 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.

How do I vote?

Shareholders of record: Shareholders of record have four voting options:

Even if you plan to attend the meeting, we encourage you to vote your shares by submitting your proxy. If you choose to vote your shares at the meeting, please bring proof of stock ownership and proof of your identity for entrance to the meeting.

Shareholders owning shares in street name: If you hold your EnPro shares in street name, 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. If you want to vote at the meeting, you must request a legal proxy appointment from your bank, broker or other nominee and present that legal proxy appointment, together with proof of your identity, to company officials as you attend the meeting.

How do I vote my 401(k) shares?

If you hold EnPro shares in an EnPro 401(k) plan, the plan’s trustee will vote your shares according to the instructions you provide when you complete and submit the proxy instructions you receive from the plan manager.

If you hold EnPro shares in an EnPro 401(k) plan and are also a shareholder of record with shares in a registered account outside the plan, and if your plan information matches the information we have on your registered account, you will receive one proxy card representing all shares you own.

If you hold EnPro shares outside an EnPro 401(k) plan in street name, or if your registered account information is different from your plan account information, you will receive separate proxies, one for shares you hold in the plan and one for shares you hold outside the plan.

What can I do if I change my mind after I vote my shares?

Even if you have submitted your vote, you may revoke your proxy and change your vote at any time before voting begins at the annual meeting.

Shareholders of record: Shareholders of record may change their votes in one of two ways:

Shareholders owning shares in street name: If you hold your shares in street name, you should contact your bank, broker or other nominee to find out how to revoke your proxy.

Is there a minimum quorum necessary to hold the meeting?

A quorum is established when the majority of EnPro shares entitled to vote are present at the meeting in person or by proxy. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of establishing a quorum. If you return valid proxy instructions or vote in person at the meeting, you will be considered part of the quorum.

How will my vote be counted?

If you return your proxy card with specific voting instructions or submit your proxy by telephone or the Internet, your EnPro shares will be voted as you have instructed.

If you are a shareholder of record and submit a proxy by mail, telephone or the Internet without specific voting instructions, your shares will be voted according to our board of directors’ recommendations. If you do not submit valid proxy instructions or vote in person at the meeting, your shares will not be voted.

2021 PROXY STATEMENT    |    8    |     ENPRO INDUSTRIES, INC.

If you hold your shares in street name and do not give your bank, broker or other nominee instructions for voting your shares, your shares will be considered to be “uninstructed.” Your nominee generally has the authority to vote “uninstructed” shares at its discretion only on matters that are “routine” under the rules of the New York Stock Exchange (NYSE). For our 2021 meeting, only the ratification of our independent accounting firm (Proposal 3) is considered routine by the NYSE. The election of directors and matters related to executive compensation are not considered routine. Without your instruction, your shares will not be voted in these matters (Proposals 1 and 2).

What vote is required to approve each item?

Proposal 1: Election of directors. Directors are elected by a plurality of the votes cast in person or by proxy at the meeting. “Plurality” means that the director nominees who receive the largest number of votes cast are elected, up to the nine directors to be elected at the meeting. Un-voted shares will have no impact on the election of directors. Unless a proxy includes proper instructions to “Withhold” a vote for any or all nominees, the proxy will be voted “For” each of the nominees.

In an uncontested election, any nominee who receives more “Withhold” votes than votes “For” must promptly offer his or her resignation. The Nominating and Corporate Governance Committee will review the resignation and recommend a course of action to the board. The full board, excluding the resigning director, will act within 90 days after the shareholders meeting to accept or reject the resignation. The board’s decision and an explanation of the process used to reach it will be disclosed publicly on Form 8-K.

Proposal 2: Advisory vote to approve executive compensation. The advisory resolution to approve the compensation paid to our named executive officers will be approved if more votes are cast “For” the resolution than are cast “Against” it. Although this advisory vote is not binding under applicable law, our board will review the results and take them, and the views expressed by our shareholders, into account in determining our executive compensation practices.

Proposal 3: Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. The ratification of the appointment of our independent accounting firm will be approved if more votes are cast “For” the proposal than are cast “Against” it.

Other business. Any other business that properly comes before the meeting, or any adjournment of the meeting, will be approved if more votes are cast “For” the proposal than “Against” the proposal.

How do broker non-votes and abstentions count for voting purposes?

“Broker non-votes” arise when shareholders who hold shares in street name do not give their banks, brokers or other nominees instructions for voting their shares and the banks, brokers or other nominees do not have authority to vote the shares on a matter because the matter is not routine. Abstentions and broker non-votes will count for determining whether a quorum is present for the meeting. Because directors are elected by a plurality of the votes cast, broker non-votes and abstentions will not count in determining the outcome of the election of directors. For the advisory vote on executive compensation, the ratification of the appointment of our independent accounting firm and with respect to any other business as may properly come before the meeting or any adjournment of the meeting, only votes “For” or “Against” the proposal count—accordingly, broker non-votes, if any, and abstentions will not be counted in determining the outcome of the votes on those proposals.

Is there a list of shareholders of record entitled to vote at the annual meeting?

You may examine a list of the shareholders of record entitled to vote at the annual meeting. The list will be available at our offices at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, from March 26, 2021 through the end of the meeting and will also be available at the location of the annual meeting during the annual meeting.

What are the board’s recommendations?

Your board of directors recommends that you vote:

If you return a valid proxy card or respond to our proxy by telephone or Internet and do not include instructions on how you want to vote, your shares will be voted in accordance with the board’s recommendations.

2021 PROXY STATEMENT    |    9    |     ENPRO INDUSTRIES, INC.

How can I find out the results of the vote?

We will publish final voting results in a report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the meeting. We will also post the voting results on our website, www.enproindustries.com.

What is “householding” and how does it affect me?

When two or more shareholders are in the same household and receive mail at the same address, rules adopted by the SEC allow us to deliver only one proxy statement and annual report to that address, reducing our cost for preparing and delivering proxy materials. If you fall into this category and would like separate mailings of our proxy statement and annual report, you may request them at no cost to you by contacting us at investor@enproindustries.com or by calling 704-731-1527. Registered shareholders who would like separate mailings in the future (or who would like to consolidate future mailings) may request them using the contact information above. Investors whose shares are held in street name by a bank, broker or other nominee should request separate mailings (or consolidation of mailings) from the nominee.

Can I access these proxy materials on the Internet?

This proxy statement and our 2020 annual report to shareholders, which includes our 2020 Annual Report on Form 10-K, are available at https://www.enproindustries.com/shareholder-meeting.

Shareholders of record whose shares are held directly in their names in our stock register can choose to receive these documents over the Internet in the future by accessing www.proxyvote.com and following the instructions provided on that website. Choosing to receive your materials over the Internet gives you full access to all materials and saves us printing and mailing expenses. If you make this choice, you will receive an email prior to next year’s meeting notifying you that our proxy materials and annual report are available for online review. The email will also include instructions for electronic voting. Should you desire to end electronic delivery and again receive paper copies of the materials, please notify us by letter to 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209, Attention: Shareholder Relations.

Shareholders who hold their shares in street name should request instructions for receiving future proxy statements and annual reports over the Internet from their bank, broker or other nominee.

Who will solicit votes and pay for the costs of this proxy solicitation?

We will pay the costs of the solicitation. Although our officers, directors and employees may personally solicit proxies, they will not receive any additional compensation for doing so. We may also solicit proxies by issuing press releases, posting information on our website, www.enproindustries.com, and placing advertisements in periodicals or on websites. D.F. King & Co. is assisting us in the solicitation of proxies and provides us with advice and support related to solicitation. We do not expect the total costs to us for D.F. King’s services to exceed $20,000.

In addition, if banks, brokers and other nominees representing shareholders who hold their shares in street name make the request, we will reimburse them for their expenses in forwarding voting materials and obtaining voting instructions from these shareholders.

Who will count the votes?

Broadridge Financial Solutions will act as the master tabulator and count the votes.

2021 PROXY STATEMENT    |    10    |     ENPRO INDUSTRIES, INC.

Beneficial ownership of our common stock

Beneficial owners of 5% or more of our common stock

The following table sets forth information about the individuals and entities that beneficially owned more than five percent of our common stock as of March 1, 2021. This information is based solely on SEC filings made by the individuals and entities by that date.

Director and executive officer ownership of our common stock

The following table sets forth information as of March 1, 2021 about the shares of our common stock beneficially owned by our directors and the executive officers listed in the summary compensation table included in this proxy statement, as well as the shares of our common stock that our current directors and executive officers own as a group. It also includes information regarding the number of phantom shares payable in cash and deferred stock units held by our directors payable in shares. These phantom shares and deferred stock units are not included in the number of shares beneficially owned, but reflect the economic interests of our directors in our common stock.

2021 PROXY STATEMENT    |    11    |     ENPRO INDUSTRIES, INC.

Section 16(a) reports

Section 16(a) of the Exchange Act requires our directors and officers and people who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. The SEC requires these reports to be filed within specified deadlines after the event triggering the requirement to file a report.

We have reviewed the copies of the Section 16 reports filed with the SEC. Based solely on this review and written representations of our directors and officers, we believe that no director, officer, or 10% shareholder failed to timely file in 2020 any report required by Section 16(a).

2021 PROXY STATEMENT    |    12    |     ENPRO INDUSTRIES, INC.

Proposal 1 — Election of directors (Item 1 on the proxy card)

At our annual meeting, shareholders will be asked to elect nine directors who will hold office until our 2022 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors who were elected at the 2020 annual meeting of shareholders and whose terms would otherwise expire upon the election of directors at the meeting. The average tenure of the independent directors nominated for election at the annual meeting is 8.4 years, with the tenure of the incumbent directors ranging from 2.4 to 14 years.

In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. 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 the nominees for director named on the following pages.

Nominees for election

2021 PROXY STATEMENT    |    13    |     ENPRO INDUSTRIES, INC.

2021 PROXY STATEMENT    |    14    |     ENPRO INDUSTRIES, INC.

Diane C. Creel   Age 72 Director since 2009                   Experience: Ms. Creel served as Chairman, Chief Executive Officer and President of Ecovation, Inc., a waste-to-energy systems company, from May 2003 until her retirement in September 2008. Before joining Ecovation, Ms. Creel was Chairman, Chief Executive Officer and President of Earth Tech, Inc., an international consulting engineering firm, a position she held from January 1991 to May 2003. She joined Earth Tech as Vice President in 1984 and served there as Chief Operating Officer from 1987 to 1991.   Ms. Creel was director of business development and communications for CH2M Hill from 1978 to 1984, manager of communications for Caudill Rowlett Scott from 1976 to

1978, and director of public relations for LBC&W, Architects-Engineers-Planners from 1971 to 1976.   Ms. Creel has a B.A. and M.A. from the University of South Carolina.   Current public company directorships:   •   Allegheny Technologies Incorporated (lead director)   •   TimkenSteel Corporation   Public company directorships in the last five years:   •   Timken Corporation   •   URS Corporation   Qualifications:   •   Extensive senior management experience, including 15 years as a CEO/Chairman of the Board.   •   Experience in and knowledge of mergers and acquisitions, environmental matters, corporate governance, strategic planning, finance, executive compensation and benefits and international markets.

2021 PROXY STATEMENT    |    15    |     ENPRO INDUSTRIES, INC.

2021 PROXY STATEMENT    |    16    |     ENPRO INDUSTRIES, INC.

2021 PROXY STATEMENT    |    17    |     ENPRO INDUSTRIES, INC.

Director diversity

EnPro seeks diversity among the directors, including diversity in professional experience, skills and industry background, as well as gender, racial/ethnic and geographic diversity. 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. Diversity of professional experience, skills and industry background is highlighted in the director experience and qualifications matrix that appears on page 3 and in their respective biographies outlined on the foregoing pages. In addition to this diversity in experience, skills and background, the board currently includes two female directors, one director who is a person of color, and three directors whose careers involved working either entirely or substantially outside the United States.

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, an independent director. Mr. Riley, 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. This experience, coupled with his knowledge of and familiarity with our company and its businesses through his service on our board of directors, gives him the ability to serve as a valued sounding board for our Chief Executive Officer.

Committee structure

Our board of directors has four committees:

To maximize the efficiency of our board, all of our independent directors serve on each committee other than the Executive Committee. For a list of our independent directors, see “Corporate Governance Policies and Practices—Director Independence.”

Each board committee operates under a written charter approved by the board. Copies of these charters are available on our website at www.enproindustries.com. Click on “For Investors” and then “Governance” and then “Committees” and look under “Committee Charters.” Copies of the charters are also available in print to any shareholder who requests them.

Executive Committee. The Executive Committee is chaired by Mr. Riley and includes Mr. Hauser and the chairs of the other board committees. Its primary function is to exercise the powers of the board as and when directed by the board or when the board is not in session, excluding powers which may not be delegated to a committee of directors under North Carolina law. The committee did not meet in 2020.

Audit and Risk Management Committee. The Audit and Risk Management Committee assists the board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our management of areas of significant risk (including insurance, pension, cybersecurity, environmental and litigation) and the qualifications, independence and performance of our internal auditors and independent registered public accounting firm. This committee has the sole authority to appoint or replace our independent registered public accounting firm and to approve all related fees. The committee met four times in 2020. Mr. Burns is the chairman.

2021 PROXY STATEMENT    |    18    |     ENPRO INDUSTRIES, INC.

Compensation and Human Resources Committee. The Compensation and Human Resources Committee assists the board and management in overseeing the appropriateness and cost of our compensation and benefit programs, particularly for executives. The committee sets the salaries and annual bonus and long-term award opportunities for our senior executives, assesses the performance of our Chief Executive Officer, and oversees succession planning. Responsibility for the design, administration, asset management and funding policies of our qualified and non-qualified benefit plans is delegated to a benefits committee consisting of members of management and other employees. However, the Compensation and Human Resources Committee has expressly retained the authority to approve amendments to benefit plans (except those resulting from collective bargaining agreements) that would materially affect the cost, basic nature or financing of these plans. In addition, the committee approves all formal policies established by the benefits committee and reviews the benefits committee’s activities at least once a year. The committee met four times in 2020. Mr. Botts is the chairman.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee identifies and nominates individuals who are qualified to become members of the board, assesses the effectiveness of the board and its committees, and recommends board committee assignments. This committee reviews our strategy, policies and processes with respect to environmental, social and sustainability matters, including advising the board and management on matters pertinent to sustainability and reviewing and recommending board adoption of our periodic sustainability reports made available to the public. This committee assists the board and management in exercising sound corporate governance and reviews various corporate governance issues, including those items discussed under “Corporate Governance Policies and Practices.” The committee met five times in 2020. Mr. Hauser is the chairman.

Risk oversight

As described above, the Audit and Risk Management Committee assists the board in monitoring our compliance with legal and regulatory requirements and the way we manage areas of significant risk. The company’s internal audit group periodically analyzes risks to our company and reports the results of its analysis to the Audit and Risk Management Committee. The head of the internal audit group reports directly to the Audit and Risk Management Committee and customarily attends meetings of that committee. Our General Counsel also customarily attends the committee’s meetings.

Meetings and attendance

The board met five times in 2020. Board and committee meetings are typically held on successive days, with meetings typically covering two days. The board conducts periodic visits to our facilities as part of its regularly scheduled meetings. In 2020, each director attended at least 75% of the meetings of the full board and of the board committees on which he or she serves that were held during the period of the director’s service.

All directors are encouraged by policy to attend our annual meeting of shareholders. Our 2020 annual meeting was held shortly after the United States began to more broadly experience the outbreak of COVID-19 and was held at our corporate headquarters. All of the directors participated telephonically and were available to address any questions that might have been raised by shareholders at the meeting; none of the directors attended physically in light of then recently imposed restrictions and other safety concerns. Generally, over the past decade no shareholders have attended our annual meetings other than directors, officers and corporate office employees who hold shares, and that was the case with respect to our 2020 annual meeting.

2021 PROXY STATEMENT    |    19    |     ENPRO INDUSTRIES, INC.

Corporate governance policies and practices

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive board operating under the highest standards of corporate governance is a tangible competitive advantage. Our board has undertaken substantial efforts to meet those standards.

Corporate Governance Guidelines and Code of Business Conduct

The board regularly reviews our Corporate Governance Guidelines, taking into account recent trends in corporate governance and any new rules adopted by the NYSE and the SEC. Among other things, these guidelines specify that:

Our Corporate Governance Guidelines also:

Our Code of Business Conduct (the “Code”) applies to our directors and all EnPro employees, including our principal executive, financial and accounting officers. The Code covers conflicts of interest, corporate opportunities, confidentiality, protection and proper use of company assets, fair dealing, compliance with laws (including insider trading laws), the accuracy and reliability of our books and records, and the reporting of illegal or unethical behavior.

The Code requires all transactions by directors or employees that would create a conflict of interest, including related party transactions that require disclosure in our proxy statement, to be reviewed by a member of our internal Corporate Compliance Committee or an attorney in our legal department. The Code also requires the transaction to be presented to our Chief Executive Officer and the Audit and Risk Management Committee. The Code does not include specific procedures for dealing with these transactions, but allows them to be dealt with case-by-case as they arise. All members of the board and all officers must annually certify their compliance with the Code. Each member of the board and each officer certified compliance without exception in the first quarter of 2021.

Copies of the Code and our Corporate Governance Guidelines are available on our website at www.enproindustries.com. From our home page, click on the “For Investors” tab, then on “Governance,” then on “Corporate Governance Documents” and then, for the Code, click “Code of Conduct” and, for the Corporate Governance Guidelines, click “Corporate Governance Guidelines.”

Corporate social responsibility and sustainability

The EnPro board exercises oversight with respect to corporate social responsibility and sustainability matters directly and through its committees. Our emphasis on corporate social responsibility and sustainability is at the core of how EnPro does business. We believe this focus creates long-term value and better returns for our stakeholders and positions our business for ongoing success. This focus aligns with and includes our human capital strategy of attracting and retaining the most talented people, protecting their mental and physical health and fostering their development. Our approach to sustainability includes engaging team members across departments and finding collaborative ways to establish and maintain high standards for social responsibility and sustainability.

Employee development and safety. We strive to create an environment where all employees can flourish. We are a “Dual Bottom Line” company where the pursuits of financial performance and human development are co-equal and inextricably linked. This “Dual Bottom Line” philosophy is the backbone from which we operate. Our core values of Safety, Excellence and Respect drive our focus on how we conduct business and care for our people.

Our culture is focused around four primary intentions: Deliberately Dual Bottom Line, Deliberately Doubling, Deliberately Developmental and Deliberately Diverse. “Deliberately” underscores the importance and focus we place on these intentions as our company evolves. As noted above, “Deliberately Dual Bottom Line” represents our commitment to helping people learn to develop themselves as a co-equal goal to financial performance. “Deliberately Doubling” emphasizes our intent to grow EnPro through innovative approaches that lead to significant customer benefits and positive returns for EnPro.

2021 PROXY STATEMENT    |    20    |     ENPRO INDUSTRIES, INC.

“Deliberately Developmental” describes our focus on using our daily work to help our employees develop themselves and achieve their career goals. We foster a culture of learning and development because we believe that continuously improving ourselves will lead to personal and company success. We empower our employees to pursue their interests, not just meet daily demands. We actively promote and encourage growth and new ideas based on the passions of our employees. As a result, our employees develop ideas that improve our processes and product quality, make the world a safer place, and lower our impact on the environment. These ideas are constantly being developed and integrated into our corporate routine. By promoting, considering, and valuing these contributions, we believe we are able to meaningfully transform our business for the better, leading to greater employee happiness, improved engagement with the communities in which we work, and reduced impact on the environment.

As part of our commitment to our people, we provide a comprehensive compensation and benefits program that is designed to attract and retain employees. Our programs are designed to meet the changing needs of our employees and their families. In the U.S., this includes a company-wide minimum wage of $15 per hour, a 401k plan with company match, an award-winning wellbeing program, flexible vacation and time off policies that include a new “take what you need” program for salaried employees, enhanced employee assistance programs, paid family leave, tuition assistance, and comprehensive healthcare benefits that includes medical, prescription drug, dental, life, disability, health savings accounts, flexible spending accounts, critical illness, and accidental, death and dismemberment coverages.

We have demonstrated extreme care and compassion for our employees during the COVID-19 crisis. We delivered programs that cared for our employees’ physical needs, while also implementing several initiatives that provided emotional connection, and fostered psychological safety during these challenging times. The positive impact of our care, compassion and flexible programs is demonstrated by our employee retention rates. In particular, the retention rate of women (in the United States) at EnPro has remained the same over the past year, which is a remarkable achievement for a year in which hundreds of thousands of women have left the U.S. workforce, disproportionately to men, due to impacts of the pandemic.

Safety remains one of our three core values and we have worked hard to develop a world-class safety program and culture. Our commitment to safety has resulted in our being the only public company to have been recognized on three separate occasions by EHS Today as “America’s Safest Company”. 2020 was the safest year in the history of our company as measured by medical treatment case rates.

Diversity and inclusion. Our “Deliberately Diverse” primary intention underscores our belief that a diverse workforce is critical to our success and we have increased our focus on growing an inclusive workplace. Our senior leadership is committed to an inclusive and diverse workforce, which is exemplified by our CEO’s direct involvement in many of our key Diversity and Inclusion (“D&I”) initiatives. In 2020, our senior leadership team delivered bias-awareness training to our global employee population and our CEO leads several of our platforms that foster an inclusive workplace. Our talent acquisition practices further support our commitment to a diverse workforce. We require diverse candidate slates, as well as diverse interview panels, and have implemented tools and structures to reduce bias during the interview and selection process. As a result, our percentage of female promotions in the U.S. has increased by 10% since January 2019. Female and minority representation among our senior leadership team has increased by 5% since December 2019. During calendar 2020, we hosted 32 weekly “Courageous Conversations/Mid-Week Mindfulness Sessions”, which are open to all employees globally. We host quarterly calls for our employee resource groups, such as Women@EnPro, Women in Engineering, LGBTQ+ and community of color employees. These platforms further create and promote spaces at EnPro that encourage our colleagues to bring their whole selves to work.

We are confident that these initiatives comprise a key component of our continued successful transformation as a company.

Supporting our communities. We believe we have an obligation to improve the quality of life in the communities where we operate. We help create strong, vibrant, and resilient communities through our employees, our foundation, community initiatives, and corporate matching program.

In 2020, we launched the EnPro Foundation to support charitable, educational and other organizations working to advance education, equality, diversity and the preservation of human dignity. We have initially funded the foundation with $1 million and have assembled a grant committee comprised of members of the EnPro workforce. To start, our foundation has made grants in support of:

Our foundation complements other longstanding employee-driven community initiatives, including support for Boots for Troops, United Way, Habitat for Humanity, Gulf Coast Regional Blood Center, among others. EnPro also supports causes that matter to our employees through our matching gift program. The program consists of a Donors Match and a Bonus Volunteer Match. EnPro matches, on a dollar-for-dollar basis, an employee’s gift of cash, check, stock, or a gift card of $50 or more to education, civic and community, arts and culture, and health and human services organizations. A maximum of $1,000 per employee is matched in any calendar year. We also make an extra dollar-for-dollar match of an employee’s gifts—up to a maximum of $750 per employee per calendar year—to eligible organizations in which the employee is an active volunteer. We are inspired by our employees who share their time, talents, and resources to better our communities.

2021 PROXY STATEMENT    |    21    |     ENPRO INDUSTRIES, INC.

Sustainability. EnPro recognizes that climate change is a significant and complex challenge that we must address in partnership with all our stakeholders. We are committed to diligently exploring all opportunities to reduce our energy usage and to minimizing the resulting greenhouse gas emissions wherever economically and technically feasible. But our efforts go beyond that. In recent years, we have committed to gradually and strategically reducing carbon outputs generated by our businesses. We have divested certain carbon-intensive lines of business and selectively disengaged with market sectors that are highly carbon-intensive. We have acquired businesses that are less carbon intensive and sell into less carbon intensive markets. We measure our progress in a variety of ways, including monitoring the percentage of our revenue that comes from sectors such as the oil and gas industry. Currently, approximately 8% of our revenue comes from this industry and we anticipate this percentage to decrease over time as our strategic transformation continues. Many of our products, such as gaskets and seals, protect our environment by helping to contain and prevent the release of harmful substances. We also design, manufacture and sell numerous products that support the supply of electricity from sustainable sources, including seals for nuclear power plants and bearings that enable wind and solar power.

Our corporate sustainability report is available on our website at www.enproindustries.com and may be accessed by clicking on “About Us” and then “Environmental Sustainability.” We intend to issue an updated sustainability report in 2021, including goals for reporting sustainability measures under standards of the Sustainability Accounting Standards Board for companies in our industry classification, and we will post that report to our website once it is completed.

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 serving as a director and determined that Mr. Botts, Mr. Brueck, Mr. Burns, Ms. Creel, Ms. Gulfo, Mr. Hauser, Mr. Humphrey and Mr. van der Graaf are independent. Mr. Riley is an employee and is not considered independent.

To determine independence, the board used the definition of an “independent director” in the NYSE listing standards 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, the board determined that no director, except Mr. Riley, has a material relationship with the company other than as a director and all directors, except for Mr. Riley, are independent.

Board, committee and director evaluations

The board of directors and the Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance committees each assess their performances with yearly self-evaluations. The evaluations are completed by means of a questionnaire submitted to the directors inviting written comments on all aspects of the board’s and each committee’s process. In addition, the evaluations include an individual director assessment component to permit each director to evaluate the contributions of each of the other directors. The evaluations are summarized, reviewed by the Chairman of the Board and become the basis for discussions of board, committee and director performances and recommendations for improvements in the ways the board and committees function and directors perform their duties.

Audit committee financial expert

The board of directors has determined that Mr. Humphrey, a member of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 401(h) of the SEC’s Regulation S-K. At its February 2021 meeting, the board determined that Mr. Humphrey, through his education and experience, including his experience serving as the chief financial officer of a large public company, has all of the following attributes:

Director candidate qualifications

When considering candidates for director, the Nominating and Corporate Governance Committee takes into account a number of factors, including whether the candidate is independent from management and the company, whether the candidate has relevant business experience, the composition of the existing board, and the candidate’s existing commitments to other businesses.

2021 PROXY STATEMENT    |    22    |     ENPRO INDUSTRIES, INC.

The Nominating and Corporate Governance Committee seeks diversity among the directors, including diversity in professional experience, skills and industry background, as well as gender, racial/ethnic and geographic diversity. In addition, all candidates must meet the requirements of our Corporate Governance Guidelines. Those requirements include:

The Nominating and Corporate Governance Committee will consider candidates for director who are recommended by shareholders. Shareholders who wish to suggest a candidate for nomination should send a written statement addressed to our Secretary at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209. See “Shareholder Proposals” on page 61 for a description of the requirements to be followed under our bylaws in submitting a candidate and the content of the required statements.

Nomination process

The Nominating and Corporate Governance Committee annually reviews a matrix, similar to the matrix appearing on page 3, which compares the skills of our current directors with all of the skills we have identified as necessary to maintain an attentive, high-functioning board. When the Nominating and Corporate Governance Committee identifies desirable skills that are lacking among incumbent directors, the Committee searches to identify candidates who would add the missing skills. The search includes soliciting suggestions from incumbent directors, management or others and evaluating suggestions submitted by shareholders. The Committee may also engage a third party to identify and evaluate candidates and has done so in the past.

As noted above, in addition to seeking to expand the skills of the board of directors when adding new members to the board of directors, the Committee also considers the diversity of the members of the board, including with respect to professional experience and industry background, as well as gender, racial/ethnic and geographic diversity. The Committee evaluates the candidates and if it agrees on the suitability of a candidate, the candidate is interviewed by each member of the board of directors, generally in separate meetings. The Committee may also ask the candidate to meet with management.

If the Committee concludes a candidate has skills which would add value to the board and if the candidate meets all of the requirements for membership, the Committee will recommend the candidate to the full board for nomination for election or appointment (if the purpose of the search was to fill a vacancy).

Before recommending a sitting director for re-election, the Nominating and Corporate Governance Committee considers whether the director’s re-election would be consistent with the criteria for board membership in our Corporate Governance Guidelines (as described above), the skills identified in the matrix used by the Committee (as described above) and applicable rules and requirements of the SEC and NYSE. This process includes a review by the Nominating and Corporate Governance Committee of the responses to the annual director questionnaires.

Since Mr. Burns and Ms. Creel are each 72 years of age, pursuant to our Corporate Governance Guidelines described above, they may not be nominated for election as directors unless the Nominating and Corporate Governance Committee and our board of directors, by a vote of a majority of directors (not including Mr. Burns and Ms. Creel), specifically determine that, in light of all the circumstances, it is in the best interests of our company and our shareholders that each of them be nominated for re-election. The determination to nominate each of Mr. Burns and Ms. Creel for re-election as a director was made by a unanimous vote of the Nominating and Corporate Governance Committee and our board of directors, other than Mr. Burns and Ms. Creel who recused themselves from the vote in each instance.

In making this determination, the Nominating and Corporate Governance Committee and board of directors considered the tenure and leadership of each of Mr. Burns and Ms. Creel, their respective experiences, including the service by each of them as executive officers of public companies, finance, governance and management background, and understanding of the company, as well as the relatively recent appointment of Mr. Riley as our Chief Executive Officer, the strategic and portfolio changes underway in our company since his appointment and the continuing challenges presented by the COVID-19 pandemic. The board believes that, given these circumstances, the continued service of each of Mr. Burns and Ms. Creel maintains a desirable level of continuity on the board of directors and is in the best interest of the company and its shareholders.

2021 PROXY STATEMENT    |    23    |     ENPRO INDUSTRIES, INC.

Our directors share certain characteristics that we believe are critical to effective board membership. They include sound and mature business judgment and critical thinking skills essential to intelligent decision-making, experience in policy making and risk assessment, integrity and honesty, and the ability to collaborate effectively. These characteristics, and the specific experiences and qualifications noted in the biographies found in the section headed “Nominees for Election” support the board’s nomination for election of each of these individuals.

Communications with the board

Shareholders and other interested parties can communicate with our board in various ways. They may write the board at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209; they may contact the board anonymously and confidentially through our EnTegrity Assistance Line; and they may attend our annual shareholders meeting, where they will have the opportunity to talk directly to members of our board.

Letters to the board should be addressed in care of our Secretary, who the board has authorized to receive and process written correspondence. He will direct correspondence about issues within the board’s scope of responsibility directly to the Chairman and to the chairman of any committee to which the correspondence relates. Customer complaints and other correspondence about ordinary business matters are sent directly to the applicable business. Correspondence of other types is not forwarded to the board but held by the Secretary and made available to any director who wishes to see it.

Shareholders and other interested parties who wish to send anonymous and confidential correspondence to the board may do so through our EnTegrity Assistance Line. The line is staffed by an independent third party who is responsible for receiving and forwarding messages on the line. Instructions for using the line are available under the “EnTegrity Assistance Line” link accessed from the “Governance” link, which is accessed from the “For Investors” link on our website at www.enproindustries. com. Items addressed to the board of directors are forwarded to the Chairman of the Audit and Risk Management Committee, a non-management director. Items not addressed specifically to the board of directors are forwarded to our Director of Internal Audit, who reports directly to the Audit and Risk Management Committee and is a member of our internal Corporate Compliance Committee. The Director of Internal Audit periodically updates the Audit and Risk Management Committee about the investigation and resolution of all reports alleging financial and other types of misconduct.

Director compensation

Our non-employee directors received the following compensation for 2020:

Additional cash compensation is paid to:

Compensation is prorated for service in any of these capacities for a portion of the year. In addition, each director may be granted phantom shares upon his or her initial election to the board. The amount of such an award is determined by the Nominating and Corporate Governance Committee and has generally been based on the number of days remaining in the year that the director is elected.

Employee directors receive no compensation for serving on our board.

We periodically review benchmarking studies to evaluate the amount and form of compensation paid to non-employee directors relative to the compensation paid to non-employee directors of peer companies. Based on this evaluation and our analysis of the service required of our non-employee directors, in February 2020, we increased the annual additional fee payable to our Chairman from $50,000 to $80,000. We believe that the compensation paid to our non-employee directors is reasonable.

Non-employee directors are generally granted phantom shares 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 17, 2021, 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

2021 PROXY STATEMENT    |    24    |     ENPRO INDUSTRIES, INC.

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, 2020, the following directors had deferred compensation balances under the plan: Mr. Botts, 2,836.5 stock units; Mr. Brueck, 9,603.3 stock units; Mr. Hauser, $1,785,137 and 8,197.8 stock units; and Mr. Humphrey, 5,382.1 stock units.

The following table presents the compensation we paid to all non-employee directors for their service in 2020.

2020 Non-Employee Director Compensation

There have been no changes to the compensation of non-employee directors for 2021, except that directors will receive an annual grant of vested shares equal in value to approximately $110,000 in lieu of the annual grant of phantom shares of the same amount, unless they elect to continue to receive that amount as phantom shares.

2021 PROXY STATEMENT    |    25    |     ENPRO INDUSTRIES, INC.

Audit Committee report

The Audit Committee oversees the quality and integrity of our financial reporting processes and our internal accounting controls. Management prepares our financial statements and establishes and maintains adequate internal control over financial reporting. The independent registered public accounting firm performs an independent integrated audit of those financial statements and the effectiveness of our internal control over financial reporting.

The Audit Committee has met and discussed with management and PricewaterhouseCoopers LLP, our independent registered public accounting firm, our audited 2020 consolidated financial statements and our internal control over financial reporting, and has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In meeting with the Audit Committee, management informed the committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Management further informed the Audit Committee that our internal control over financial reporting was not effective as of December 31, 2020, the reasons therefor and the progress toward remediation of previously identified deficiencies in internal control over financial reporting. The Audit Committee reviewed and discussed the consolidated financial statements and our system of internal control over financial reporting with management and PricewaterhouseCoopers LLP.

In addition, the Audit Committee:

The Audit Committee also discussed with our internal auditors and PricewaterhouseCoopers LLP the overall scope and plans for their respective 2020 audits. With and without the presence of management, the Audit Committee met with the internal auditors and PricewaterhouseCoopers LLP to discuss the results of their examinations, the evaluations of our internal control over financial reporting, and the overall quality of our financial reporting.

Relying on its discussions with management and PricewaterhouseCoopers LLP and its review of management’s representation and the report of PricewaterhouseCoopers LLP to it, the Audit Committee recommended that the board of directors include our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020 to be filed with the SEC.

2021 PROXY STATEMENT    |    26    |     ENPRO INDUSTRIES, INC.

Proposal 2 — Advisory vote approving executive compensation

(Item 2 on the proxy card)

The EnPro board of directors provides our shareholders with the opportunity to cast an annual advisory vote on the compensation paid to our named executive officers. Their compensation is reported in our proxy statement for the annual meeting of shareholders. To provide this opportunity to our shareholders, we will present the following resolution to the shareholders at the annual meeting:

“Resolved, that the shareholders hereby approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, in the company’s proxy statement for the 2021 annual meeting of shareholders.”

This vote does not bind the company. However, the board of directors and the Compensation and Human Resources Committee, which is composed only of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions.

As we describe in detail below under “Compensation discussion and analysis,” we design our executive officer compensation programs to attract, motivate, and retain the key executives who drive our success. Our objective is to establish pay practices that reward them for superior performance and align their interests as managers of our company with the long-term interests of our shareholders.

We achieve our objectives through compensation that:

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. For 2020, we selected a combination of incentive performance measures that focus on driving operating earnings and rewarding the appropriate use of capital, and include a relative shareholder return measure to evaluate our performance relative to a peer group. We set goals against these measures and make little or no payment for poor performance against our goals, though our executives can earn significant payment relative to their salary levels for superior performance against them. In 2020, we made awards of stock options and restricted stock units that become exercisable or vest in equal annual installments over three years, both to encourage retention and to provide an incentive for performance to increase the value of our shares.

We believe our compensation structure aligns with the interests of our shareholders and resulted in payment commensurate with our performance.

2021 PROXY STATEMENT    |    27    |     ENPRO INDUSTRIES, INC.

We routinely engage with our shareholders

Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, and management practices. During these conversations in 2020, our shareholders generally supported our compensation practices and policies. We communicated the 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.

We employ best practices in executive compensation

We encourage our shareholders to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

The board of directors unanimously recommends that you vote FOR the adoption of the resolution approving, on an advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement.

2021 PROXY STATEMENT    |    28    |     ENPRO INDUSTRIES, INC.

Compensation and Human Resources Committee report on executive compensation

The Compensation and Human Resources Committee develops and oversees the implementation of our compensation philosophy and strategy. The committee assists the board of directors by monitoring the appropriateness and cost of our compensation and benefit programs, particularly for the CEO and the other senior executives.

The section entitled “Compensation Discussion and Analysis” explains the material elements of our compensation program and provides an analysis of the material factors underlying the committee’s compensation policies and decisions. The committee has reviewed and discussed the section with management, and recommended to our board of directors that it be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2020.

2021 PROXY STATEMENT    |    29    |     ENPRO INDUSTRIES, INC.

Compensation discussion and analysis

This Compensation Discussion and Analysis describes our compensation philosophy and the key criteria the Compensation and Human Resources Committee (which we refer to in this “Compensation Discussion and Analysis” section as the “Committee”) uses to set compensation levels, determine actual compensation, and establish future compensation opportunities for our executives. In implementing the 2020 executive compensation program, the Committee considered last year’s say-on-pay vote, shareholder feedback, and advice from the Committee’s independent compensation consultant.

Our named executive officers

Our named executive officers, or NEOs, for 2020 are:

Executive summary

The Committee and our board of directors determine executive compensation based on a comprehensive view of factors designed to produce long-term business success. The objectives of our executive officer compensation programs are to attract, motivate and retain key executives who will drive our success. Our pay practices reward these executives for superior performance and align their interests with the long-term interests of our shareholders.

Summary of business highlights

Strategic Focus. EnPro achieved a number of strategic objectives in 2020 as we continued to transform our portfolio of businesses and deliver on our profitable growth strategy, while successfully navigating the challenges of the COVID-19 pandemic.

EnPro Is a Leading Industrial Technology Company Using Materials Science to Push Boundaries in Semiconductor, Life Sciences, and Other Technology-Enabled Sectors   •   Focusing on niche, high-margin materials-science-related businesses with strong cash flow •   Maintaining our high aftermarket exposure and investing in faster growth end markets •   Leveraging the EnPro Capability Center to increase margins and cash flow return on investment •   Maximizing long-term shareholder returns through commitment to disciplined capital allocation

In 2020, we took action to reposition our portfolio toward more durable businesses that serve faster growing markets and generate higher returns on invested capital. All these transactions were consistent with our strategy to focus our portfolio on materials-science-based businesses with leading technologies, compelling margins, strong cash flow, and high aftermarket exposure that serve markets with favorable secular tailwinds. We will continue to allocate capital, organically and inorganically, to drive growth in businesses with these characteristics with the goal of maximizing long-term shareholder returns and will apply the EnPro Capability Center to enable continuous improvement.

Acquisitions. In October 2020, we completed the acquisition of Alluxa, a leading provider of specialized optical filters and thin-film coatings for the industrial technology, life sciences, and semiconductor markets. Alluxa strengthens EnPro’s existing thin-film product offerings by focusing on challenging applications in high-growth technology markets.

2021 PROXY STATEMENT    |    30    |     ENPRO INDUSTRIES, INC.

Divestitures. In January 2020, we divested Fairbanks Morse, which constituted our former Power Systems segment. Fairbanks Morse manufactures large, complex power systems, primarily for the U.S. Navy. We sold the division for $450 million in cash and used the net proceeds to pay down our revolving credit facility and provide liquidity for strategic investments such as the fourth quarter acquisition of Alluxa.

We conducted a strategic review of the Sealing Technologies segment, which resulted in several divestitures. In 2019, we divested our brake shoe business and eliminated three underperforming product lines. In 2020, we sold several additional product lines, including the Motor Wheel, Crewson, and Air Springs businesses. All these actions reshaped the heavy-duty truck portion of our portfolio, which is now focused on high-margin wheel-end sealing systems and suspension components.

Within Engineered Materials, in late November 2020 we completed the sale of GGB’s bushing block business in Dieuze, France to refocus the business on higher-margin product lines.

Financial Highlights. For the full year, adjusted EBITDA margin expanded approximately 170 basis points, in the face of the ongoing impact of COVID-19 on the broader global economy and a resulting sales decline of 11% to $1.1 billion. Growth in semiconductor, food and pharma, and power generation, including contributions from the acquisitions of LeanTeq, the Aseptic Group, and Alluxa, was more than offset by market weaknesses driven by the global COVID-19 pandemic, including in the general industrial, oil and gas, heavy-duty truck, aerospace, and automotive markets. Our sales decline also reflected business divestitures during the year as we continued to reshape our portfolio.

Resegmentation. We revised our reporting segments in 2020 to align cross-company technical and operational expertise for better collaboration, performance measurement, and decision-making, as well as increased transparency for investors.

Our three segments are as follows:

Safeguarding critical environments   Composed of the Garlock, Stemco, and Technetics businesses, which leverage a high degree of materials science application expertise, extensive proprietary knowledge, and deep customer relationships to create innovative sealing solutions complemented by value-added systems integration.	Advancing precision services and solutions   Composed of the Technetics Semiconductor, LeanTeq, and Alluxa businesses, which utilize proprietary technologies, processes, and capabilities with highly differentiated services and products to serve the most challenging applications for semiconductor equipment, specialized optical filters, and thin-film coatings.	Enabling high performance polymer applications   Composed of the GGB and CPI businesses, which leverage their extensive global footprints and applications engineering capabilities to solve customers’ most difficult challenges.

2021 PROXY STATEMENT    |    31    |     ENPRO INDUSTRIES, INC.

The EnPro Operating System and Capability Center. We continue to leverage the EnPro Operating System to drive continuous improvement across the enterprise and increase shareholder value. The EnPro Operating System is designed to deploy capabilities to improve productivity, efficiency, and innovation as well as drive increased margins and cash flow return on investment. It is based on lean manufacturing concepts to create value by maintaining world class standards, empowering every employee to continually learn and adopt an ownership-based mentality, and instilling a desire to learn from others, contribute to others, and ensure company-wide commitment and accountability. At the center of the EnPro Operating System is the EnPro Capability Center, which is composed of functional experts across a variety of disciplines, including commercial excellence, data science, acquisition integration, automation, innovation, leadership development, supply chain, data sciences and lean manufacturing. The EnPro Capability Center deploys internal experts in their fields throughout the entire organization to share deep knowledge, expertise, and best practices. This collaborative approach to problem solving and continuous improvement is now fully integrated from the C-suite all the way to the shop floor.

Sustainability. At EnPro, we believe our enduring commitment to sustainability will create long-term value for our stakeholders and position our business for success in the future. Sustainability is woven deeply into the fabric of our company, including within our talent strategy as well as our commitment to physical health, mental health, and safety, which encompasses the extraordinary actions we took to protect the health and well-being of our colleagues during the COVID-19 pandemic. Our approach to sustainability is based in engaging team members across departments and finding collaborative ways to achieve our high standards for environmental, social, and governance excellence—all guided by our core values of Safety, Excellence, and Respect.

In 2020, we established the EnPro Foundation with an initial commitment of $1 million to support nonprofit entities and initiatives focused on education, equality, diversity, and preserving human dignity that provide opportunities for individuals, particularly those who are disadvantaged, to grow into their full potential. Through the EnPro Foundation, we intend to create real and sustainable change in our society while building on our longstanding support of local communities.

Sustainability is also woven into our portfolio strategy. We have divested certain carbon-intensive lines of business and selectively disengaged with market sectors that are highly carbon-intensive. We have acquired businesses that are less carbon intensive and sell into less carbon intensive markets. We are committed to diligently exploring all opportunities to reduce our energy usage and minimizing the resulting greenhouse gas emissions wherever economically and technically feasible. Many of our products, such as gaskets and seals, protect our environment by helping to contain and prevent the release of harmful substances. We also design, manufacture and sell numerous products that support the supply of electricity from sustainable sources, including seals for nuclear power plants and bearings that enable wind and solar power.

We plan to issue our next sustainability report in mid-2021 to update stakeholders on progress since our initial comprehensive report in 2019. Our sustainability reports highlight the ways our company cares for the people who work with us, the communities in which we operate, and the planet we all live on. We monitor data from our global facilities and seek to improve our energy usage, greenhouse gas emissions, water usage, and waste generation.

COVID-19 Response. In March 2020, we established a COVID-19 Response and Support Team (the “Support Team”), which is made up of our global executive leadership team with representatives from each functional area within the organization. The Support Team is working diligently to manage our business continuity plans and coordinated response. We have planned for several contingency scenarios and have taken decisive, informed action to limit the spread of COVID-19 while ensuring the continuity of our businesses. Our actions have been directed and informed by our internal safety protocols, international health organizations, such as the WHO and the Centers for Disease Control, as well as local governments. We have local response teams at each of our facilities who are available to respond to changes as they occur.

We are hopeful that the pandemic will be brought under control and market conditions will recover in 2021. Furthermore, we believe the structural improvements to our cost base, productivity, supply chain, and portfolio in 2020 will position us for success in the new environment.

Dividends and Share Repurchases. In 2020, we paid quarterly dividends to shareholders of $0.26 per share, representing a 4% increase over per share dividend payments in 2019. In addition, during 2020 we repurchased 0.1 million shares for $5.3 million through March, when we paused our repurchase program in light of the COVID-19 pandemic. The authorization to repurchase shares expired in October 2020, and at that time, our Board of Directors authorized a new two-year program for the repurchase of up to $50.0 million of our common shares through October 2022. We have not made any repurchases under the new authorization. We regularly evaluate our capital allocation strategy based on company performance and anticipated capital requirements for growth, and we will continue this practice in 2021.

Shareholder engagement

Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our larger shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, and management practices. During these conversations in 2020, our shareholders generally supported our compensation practices and policies. We communicated the investor feedback on our compensation practices to the Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

2021 PROXY STATEMENT    |    32    |     ENPRO INDUSTRIES, INC.

At our 2020 annual meeting, we asked our shareholders to support a non-binding resolution to approve the compensation paid to our named executive officers as reported in our proxy statement for that meeting. Of the shares voted “for” or “against” that proposal, approximately 96% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. While the April 2020 shareholder vote occurred after the structure for the 2020 compensation awards had been set by the Committee, the 2020 shareholder vote was considered by the Committee in determining the compensation program for 2021.

2020 executive compensation decisions at a glance

In 2020, the Committee increased Mr. Riley’s annual base salary rate by 6.5% and adjusted the base salary rates of the other named executive officers employed throughout 2020 from the levels paid in 2019 (with respect to Dr. Sweeney from her annual salary rate set when she was appointed Senior Vice President and Chief Human Resources Officer) by an average of 7.8%, with individual increases ranging from 6.0% to 10.0%. Mr. Johnson’s base salary rate was set when he joined the company in

August 2020.

In 2020, the Committee made several changes to our executive compensation program with respect to annual incentive and long-term compensation awards. For the awards made in 2020 under our annual incentive compensation plan the Committee selected adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) as the equally weighted performance measures in lieu of adjusted EBITDA and adjusted return on invested capital (“adjusted ROIC”), which were the performance measures used for the annual incentive compensation awards granted in each of the three prior years. Cash Flow ROIC is calculated in a manner similar to the adjusted ROIC performance measure used for the annual incentive awards granted in prior years, with the addition that the amount of capital expenditures and the change in average net working capital for the trailing twelve months are subtracted from the numerator. This change places greater emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on improving cash flow of our existing businesses and reshaping our portfolio of businesses with a focus on owning businesses that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. These performance measures were selected also to focus operators on assets they can control – working capital and capital expenditures and earnings on those assets.

The following chart shows our actual payout performance level against the target level of performance for these awards (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level equal to 66% of the target level for that performance measure. The below-target level of performance against this measure resulted primarily from lower volumes in most of our served markets resulting from the COVID-19 pandemic. We achieved a Cash Flow ROIC that exceeded 200% of the target level for that performance measure. This performance resulted from focused and disciplined cash management throughout the year. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

For the long-term compensation awards made as part of the annual compensation review in 2020, the Committee granted a mixture of time-vesting restricted stock units, stock options and Performance Share Awards (LTIP awards denominated in share units and payable in cash), with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards.

2021 PROXY STATEMENT    |    33    |     ENPRO INDUSTRIES, INC.

The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years. The stock options become exercisable in equal annual installments, subject to continued employment, over three years and have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). The Committee authorized the award of the stock options at its meeting in February 2020, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 2020 financial results, 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 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). EnPro is one of the companies included in this index. There are no payouts if our rTSR is below the 25th percentile, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The Performance Share Award amounts are denominated in shares of our common stock. For payout, the amounts with respect to share units earned under a Performance Share Award are to be converted to cash based the average fair market value per share of our common stock over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award.

The Committee made these changes to the long-term compensation program in its 2020 annual compensation review to better align our executive compensation structure with the company’s long-term business strategy and to align and focus our senior teams on the share-value impact of all decisions, including capital deployment, dispositions and acquisitions, and to encourage 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 three-year performance period.

In prior years, the Committee had granted LTIP awards payable in cash based on the three-year adjusted return on invested capital that includes goodwill and intangible assets. As the Committee evaluated our company’s transformation strategy to actively evaluate our portfolio of businesses to improve long-term financial performance and provide capital for growth, it decided against continuing to grant awards using that measure due to disincentives that measure could create in pursuing portfolio adjustments, as well as the difficulty in setting appropriate performance targets over a three-year, or other long-term measurement period, including because of potential portfolio adjustments that could be made in pursuit of our portfolio strategy over that period. In prior years, the Committee had also granted LTIP awards payable in shares of our common stock based on our three-year rTSR performance. In light of our plan for the strategic transformation of EnPro, the Committee continued the use of rTSR as a performance measure for the Performance Share Awards granted in 2020 to focus senior teams on the share value impact of all decisions, and align the management experience with the share value experience or shareholders, as compared to the share performance of the peer group.

The Committee elected to award stock options to better align the compensation of the executive officers with shareholder interests and to incentivize the 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. In addition, the change to pro rata vesting of the restricted stock awards over three years from the three-year cliff vested restricted stock awards granted in prior years aligns with the vesting practice of the majority of our peer companies. The Committee adjusted the allocation of the long-term compensation awards in 2020 from the 2019 allocation to modestly increase the total proportion of awards payable in equity. The Committee determined that the Performance Share Awards should be payable in cash to retain a cash component of long-term compensation consistent with its prior practices, and, because the Performance Share Awards are denominated as performance share units, the amount of any payout will depend on the value of our common stock at that time.

In February 2018, executive officers were granted LTIP awards payable in stock and LTIP awards payable in cash for the three-year performance cycle that ended on December 31, 2020. The performance measure for the LTIP awards payable in cash was adjusted return on invested capital that includes goodwill and other intangible assets. The performance measure for the LTIP awards payable in stock was rTSR. These performance measures are described in greater detail on page 41. In 2020, the Committee adjusted the LTIP awards payable in cash into two periods in order to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted return on invested capital. In February 2021, the Committee certified the level of performance with respect to the LTIP awards made in February 2018, as so adjusted.

The following chart illustrates the actual performance level as a percentage of target (weighted for the LTIP awards payable in cash between the two performance cycles) and payout level relative to the respective target levels (shown at 100%) of these LTIP awards made to the executive officers. Performance on the rTSR measure for LTIP awards payable in stock was below threshold resulting in no payout and performance on the measure for LTIP awards payable in cash was above the target range for the two-year cycle and below the threshold for the one-year cycle, resulting in a 81% payout.

2021 PROXY STATEMENT    |    34    |     ENPRO INDUSTRIES, INC.

Best compensation practices and policies

The following table highlights key features of our executive compensation program. We also identify certain compensation practices that the Committee has not implemented because it does not believe they would serve our shareholders’ long-term interests.

What guides our executive compensation program

The objectives of our executive officer compensation programs are to attract, motivate and retain key executives who will drive our success. Our pay practices reward these executives for superior performance and align their interests with the long-term interests of our shareholders.

We achieve our objectives through compensation that:

2021 PROXY STATEMENT    |    35    |     ENPRO INDUSTRIES, INC.

To design an executive compensation program that is in line with these policies, the Committee considered:

Key elements of compensation

The following table summarizes the key elements of our 2020 executive compensation program.

2021 PROXY STATEMENT    |    36    |     ENPRO INDUSTRIES, INC.

Target compensation mix

The following charts show the relative portion of Mr. Riley’s total 2020 target in-service compensation and the average target in-service compensation of the other NEOs employed throughout 2020. Target in-service compensation consists of base salary rate for 2020, target annual performance-based cash compensation awards made in 2020, target Performance Share Awards (PSAs) granted in 2020, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2020 and other compensation not related to changes in retirement benefits.

The decision-making process

The role of the Committee. The primary function delegated to the Committee by our board is overseeing the appropriateness 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 in-service compensation for each of our executive officers, the Committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of targeted in-service 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 makes adjustments to 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.

2021 PROXY STATEMENT    |    37    |     ENPRO INDUSTRIES, INC.

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 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 and an objective assessment of any inherent risks of any compensation programs. Pursuant to the authority granted to it under its charter, the Committee has retained 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 requested its independent executive compensation consultant, Pearl Meyer, to prepare benchmarking studies. These studies have been prepared and presented to the Committee every two years. The most recent study presented to the Committee, prior to the compensation decisions it made in February 2020, was prepared in October 2018.

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 the broader survey group and to the relevant medians of the peer group and survey group. Based on its analysis, Pearl Meyer advised the Committee on adjustments to base salary, annual incentive award and long-term incentive awards for each named executive officer. Peer and survey compensation data allow the Committee to determine whether our compensation programs and target compensation levels for executive officers are reasonable and competitive.

At the direction of the Committee, Pearl Meyer screened and reviewed companies included in Standard & Poor’s Global Industry Classification Standard Capital Goods industry classification, reviewed the peer groups included in the 2018 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 2018 study, consistent with Pearl Meyer’s recommendation following its analysis, was as follows:

Annual revenues of the companies in this peer group ranged from $861 million to $3.2 billion, with median revenues of $1.5 billion aligning with our 2018 revenues. The market capitalization of the peer companies at the time of the study ranged from $677 million to $10.5 billion, with median market capitalization of $2.4 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. These are the types of companies with whom we compete for management personnel and therefore we believe it is appropriate for us to compare our compensation practices with theirs.

Evaluation of incentives for excessive risk. To discourage excessive risk, the Committee seeks to balance:

The Committee has specifically evaluated the company’s compensation structure and practices and concluded that they do not establish incentives for unnecessary or excessive risk.

2021 PROXY STATEMENT    |    38    |     ENPRO INDUSTRIES, INC.

2020 executive compensation decisions in detail

Base salary

Base salaries give our officers a relatively secure level of compensation. Adjustments to base salary rates typically are made in February of each year and are effective on or about April 1, though mid-year adjustments may be made in the event of promotion or other special circumstance. In 2020, the Committee increased Mr. Riley’s annual base salary rate by 6.5% and adjusted the base salary rates of the other named executive officers employed throughout 2020 from the levels paid in 2019 (with respect to Dr. Sweeney from her annual salary rate set when she was appointed Senior Vice President and Chief Human Resources Officer) by an average of 7.8%, with individual increases ranging from 6.0% to 10.0%. Mr. Johnson’s base salary rate was set when he joined the company in August 2020.

Annual performance incentive plan awards

The plan used by the Committee to make annual incentive compensation awards is designed to give executive officers a personal financial incentive to help us reach annual business goals. 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 at 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 2020, was permitted to adjust amounts payable under the awards in its discretion.

For 2020, the performance measures and weightings for the annual performance plan were:

For Dr. Sweeney, who also served as President of our GGB division in 2020, 50% of her annual performance-based compensation opportunity was under the annual performance plan, while the remaining 50% was under a similar plan for the GGB division using the same performance measures and weightings except that 75% was based on the performance of GGB and the remaining 25% was based on company-wide performance. With respect to the divisional component of the plan in which Dr. Sweeney participated, we have not included in this proxy statement the specific GGB division financial goals and performance results because we believe that public disclosure of this confidential information would cause competitive harm to the division’s business. At the time the GGB specific division goals were set, the committee deemed the target levels set for each of the metrics to be reasonable “stretch” goals, with a maximum payout only in the event of superior performance.

Why we use adjusted EBITDA and Cash Flow ROIC to measure performance

The Committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. The Committee believes that performance against these measures is a primary driver, over time, of the value of our company. The Committee believes that adjusted EBITDA (or, earnings before interest, income tax, depreciation and amortization expenses) and Cash Flow ROIC (or, cash flow return on operating capital) are the most appropriate measures of the annual operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the Committee took into account management’s recommendations.

Performance goals for 2020

The following table presents the 2020 performance goals set for the annual performance plan. The table shows goals for threshold, target and maximum performance levels, actual 2020 performance and weighted payout percentages for each goal.

2021 PROXY STATEMENT    |    39    |     ENPRO INDUSTRIES, INC.

acquisitions and dispositions occurring during the year and certain other items, such as COVID-related PPE expenses, and the translation impact of foreign currency exchange. The calculation of Cash Flow ROIC is based on adjusted operating income, which includes the same adjustments to EBITDA in determining adjusted EBITDA, as described above, and also reflects the impact of depreciation and amortization, income taxes, working capital changes and capital expenditures. Cash Flow ROIC is calculated by taking adjusted operating income multiplied by the difference between 1 minus the tax rate (expressed as a fraction) then adding depreciation and amortization expense and subtracting each of the amount of capital expenditures and the change in average net working capital for the trailing twelve months, with such amount then divided by the sum of average working capital, average gross property, plant and equipment and average gross software investment. The Committee believes adjusted EBITDA and Cash Flow ROIC are the most appropriate measures of the annual operating performance of our businesses and that performance on these measures, over time, are primary drivers of company value. Adjusted EBITDA, adjusted operating income and Cash Flow ROIC are not financial measures under generally accepted accounting principles (“GAAP”).

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 receiving annual incentive compensation awards were as follows:

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 2020 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, with target performance levels considered to be stretch goals.

For 2020, our adjusted EBITDA was $173.6 million (between the threshold and target levels) and our Cash Flow ROIC was 22.0% (exceeding the maximum level). Accordingly, based on the payout levels established by the Committee for the annual performance plan, the named executive officers received payouts under that plan of 133% of the target level. Dr. Sweeney’s aggregate payout level was lower, as performance with respect to the divisional plan was below the levels achieved for the annual performance plan. We achieved adjusted EBITDA at a level equal to 66% of the target level for that performance measure. The below-target level of performance against this measure resulted primarily from lower volumes in most of our served markets resulting from the COVID-19 pandemic. We achieved a Cash Flow ROIC that exceeded 200% of the target level for that performance measure. This performance resulted from focused and disciplined cash management throughout the year. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

The dollar amount of these payouts under the annual performance plan to each of the named executive officers other than Mr. Johnson is included in column (g) (see footnote 2) of the summary compensation table.

Mr. Johnson did not receive an annual incentive compensation award in 2020 in light of the date that he joined the company and instead received a signing bonus of $200,000 upon accepting employment, which is subject to reimbursement if he voluntary resigns his employment or is terminated for cause within one year, and a fixed payment of $183,000 in lieu of an annual incentive compensation award payable at the time annual incentive compensation awards granted to the other named executive officers are paid out. These amounts are reported as bonus and are included in column (d) (see footnote 7) of the summary compensation table.

Long-term compensation

Awards made for 2018-2020 cycle

Long-term compensation grants to our executive officers provide them with personal financial motivation and a stake in our long-term success. The Committee believes these awards also help us retain executives who are committed to achieving our corporate goals. In 2018, the target level of our long-term compensation awards was generally split equally in three separate awards:

The amount of cash for these cash LTIP awards and the number of shares for a stock LTIP award payable under these awards are based on our performance against selected financial goals over a three-year period. For these LTIP award opportunities, the Committee set threshold, target and maximum levels. Performance below the threshold level results in no payout, performance at the threshold level results in a payout at one-half of the amount at the target level, and performance at the maximum level or above results in a payout of twice the amount set for the target level. We extrapolate to determine the payout for performance between these levels. Performance levels are adjusted to account for dispositions, acquisitions and other corporate restructuring transactions.

2021 PROXY STATEMENT    |    40    |     ENPRO INDUSTRIES, INC.

The LTIP awards payable in cash were based initially on our adjusted return on invested capital (“adjusted ROIC”) over the three-year (2018-2020) performance period against threshold, target and maximum levels established when the awards were granted, with the adjusted ROIC including the impact of goodwill and other intangible assets. In July 2020 and pursuant to the long-term incentive plan, the committee adjusted these awards into two periods to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted ROIC, which had not been anticipated at the time these awards were granted. Accordingly, the committee bifurcated the LTIP awards payable in cash with a two-year performance cycle (2018-2019) with revised threshold, target range and maximum levels, and weighting the payout with respect to performance against these measures at 2/3s of the value of the initial award, and a one-year performance cycle (2020) with threshold, target range and maximum levels set to account for the impact of the sale of the Fairbanks Morse division, and weighting the payout with respect to performance against these measures at 1/3 of the value of the initial award. Performance within the target range would result in payout at 100% of the target amount.

The number of shares to be issued under the LTIP awards payable in stock awarded in 2018 was based on our rTSR over the same three-year period. Payment at 50% of the target level of these awards would occur if our TSR relative to the TSR of the index was at the 35th percentile, with target payments at the 50th percentile and payments at 200% of the target level at the 75th percentile. The LTIP awards limit the payout to the target level in the event that absolute TSR is negative and require recipients to hold the net after-tax shares issued at the end of the three-year performance period for an additional year.

Restricted stock units further our goals of aligning officers’ long-term interests with those of our shareholders and increasing management’s ownership stake in our company. The restricted stock units awarded in 2018 vested three years after the date of grant subject to the executive’s continued employment during that period. In the event of death or disability, they would vest earlier. In the event of an executive’s retirement, the restricted stock units vest pro rata based on the number of months he or she was employed after the grant date through the retirement date compared to the scheduled 36-month period.

The LTIP awards and restricted stock units awards provide that, if the resulting entity in a change in control assumes the awards, the awards will vest early in connection with a change in control only if within two years after the change in control the employee is terminated without “cause” or the employee resigns for “good reason,” as such terms are defined in the awards.

The following table shows goals for threshold, target and maximum performance levels, actual performance and payout percentages for the LTIP awards payable in cash based on adjusted return on invested capital and LTIP awards payable in stock based on relative TSR percentile:

The following table sets forth for the named executive officers the payout amount for the LTIP award payable in cash and the LTIP award payable in shares of stock for the 2018-2020 performance period:

Because Mr. Johnson joined the company in August 2020, he did not receive any LTIP awards for the 2018-2020 performance period.

2021 PROXY STATEMENT    |    41    |     ENPRO INDUSTRIES, INC.

The adjusted return on invested capital for the 2018-2019 performance period was established following a strong recovery in 2017 from the previous two-year downturn in global industrial markets. The target for the two-year performance period was set assuming a continuation of the industrial recovery with strong growth expected for the first year of the performance period followed by a mid-single-digit growth environment in the second year. In 2018, we experienced performance above expectations, primarily as a result of strong performance in our former Power Systems segment and in our Engineered Materials segment, offset somewhat by challenging results in heavy-duty trucking and in the industrial gas turbine market. In 2019, we experienced a modest decline in performance due to ongoing challenges in our heavy-duty trucking businesses and slowdowns in European automotive and general industrial markets, which was mostly offset by continued strong performance in the former Power Systems segment. Outperformance relative to target for the 2018 - 2019 period resulted in achievement of 122% of target, or 81% when considering the two-thirds weighting.

For 2020, ROIC performance was below the threshold target level established for the period post-sale of Fairbanks Morse. Results for this period were impacted by the carryover effect of the 2019 downturn in European automotive and general industrial markets and the COVID-19 pandemic.

Underperformance over the later portion of the three-year measurement period adversely impacted our stock price relative to the comparator group. As a result, our TSR over the three-year period relative to the TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index was at the 34th percentile, below the threshold performance level for our stock LTIP awards. Accordingly, the named executive officers did not receive any payout on their stock LTIP awards for the 2018-2020 performance period.

The dollar amount of the cash LTIP payout to the named executive officers for the 2018-2020 performance cycle is included in column (g) (see footnote 2) of the summary compensation table for 2020. The value at December 31, 2020 of the restricted stock units that were awarded in February 2018 and vested in February 2021 is included in the table in “Executive compensation — Outstanding equity awards at fiscal year end.”

Awards granted in 2020

As described in “—Executive summary—2020 executive compensation decisions at a glance,” in 2020 the Committee granted a mixture of time-vesting restricted stock units, stock options and Performance Share Awards payable in cash, with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. Dr. Sweeney was awarded an additional 1,500 restricted stock units in recognition of her role as President of the GGB division and as an additional retention incentive. Mr. Johnson did not receive these awards in light of his joining the company in August 2020. In connection with his acceptance of employment he was awarded stock options and restricted stock units having terms consistent with those awarded to the other named executive officers and having approximately equal grant date fair value.

The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years. The stock options become exercisable in equal annual installments, subject to continued employment, over three years and have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). The Performance Share Awards are denominated as share units, with the amount earned being based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). There are no payouts if our rTSR is below the 25th percentile, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The payout with respect to share units earned under a Performance Share Award is to be converted for cash payout based the average fair market value per share of our common stock over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award. If our common stock continues to be listed on the NYSE, the fair market value of our common stock on any business day would be the closing price per share of our common stock on the NYSE on that day.

The following table sets forth for each named executive officer, the payout amount at target level of performance for the Performance Share Awards, along with the number of stock options and restricted stock units awarded in 2020.

The grant date fair value of restricted stock units and stock options awarded in 2020, in each case as determined under FASB ASC Topic 718, are included in column (e) (see footnote 1) of the summary compensation table and in column (l) of the table in “Executive compensation—Grants of plan-based awards.”

2021 PROXY STATEMENT    |    42    |     ENPRO INDUSTRIES, INC.

Other compensation practices, policies and guidelines

Stock ownership and retention requirements

Each executive officer is required by policy to hold shares of our common stock with a market value at least equal to a specific multiple of the officer’s base salary. The multiple increases with the officer’s level of responsibility. The minimum ownership required for our CEO is 5.0 times base salary; for all other NEOs, the minimum is 2.5 times base salary. Minimum levels for the other executive officers range from 0.75 times to 1.5 times base salary. In light of this policy, the Committee believes it is appropriate to provide officers with an opportunity to earn shares as part of their long-term incentive awards.

Once named an executive officer, an individual has five years to reach the minimum stock ownership requirement for his or her position. An executive officer who fails to maintain the required level of ownership must retain 50% of any shares received under any company equity award plan until he or she satisfies the requirement. Restricted shares of our common stock and restricted stock units count toward minimum ownership only after the restrictions lapse.