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 2023 Annual Meeting of Shareholders of
EnPro Industries, Inc. will be held at:

JW Marriott, 23808 Resort Parkway,
San Antonio, Texas 78261

Friday, April 28, 2023 at 11:30 a.m. (Central Time)

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 JW Marriott, 23808 Resort Parkway, San Antonio, Texas, on Friday, April 28, 2023 at 11:30 a.m. (Central Time).

This year, our shareholders will be asked to:

2023 PROXY STATEMENT    |    i    |     ENPRO INDUSTRIES, INC.

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

Notice of 2023
Annual Meeting of Shareholders

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 28, 2023: The proxy statement and 2022 annual report to shareholders are available at: http://www.enproindustries.com/shareholder-meeting.

By Order of the Board of Directors,

Robert S. McLean

Secretary

March 24, 2023

2023 PROXY STATEMENT    |    ii    |     ENPRO INDUSTRIES, INC.

2023 Proxy Statement

Proxy statement summary

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

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

2023 PROXY STATEMENT    |    1    |     ENPRO INDUSTRIES, INC.

Our director nominees

See “Proposal 1—Election of directors” (page 14) and “Corporate governance policies and practices” (page 22) for more information.

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

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/ethnicity and geographical perspective. The board’s ten nominees for election as directors include:

2023 PROXY STATEMENT    |    2    |     ENPRO INDUSTRIES, INC.

Director Nominee 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.

2023 PROXY STATEMENT    |    3    |     ENPRO INDUSTRIES, INC.

Executive compensation

For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 29), “Compensation discussion and analysis” (page 32) and “Executive compensation” (page 48).

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.

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. In 2022, 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, business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2022, our shareholders noted general support for our performance-driven compensation practices. We communicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

We employ best practices in executive compensation.

2023 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 2022, 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 compensation 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 2022, 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 42 and 43. These performance measures were selected to focus our leaders on efficient capital deployment of assets they control—working capital and capital expenditures—and earnings on those assets. The following charts show the relative weighting of these performance measures in our 2022 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 between the target and maximum performance levels for that performance measure as a result of strong performance across most of our businesses, reflecting continued organic growth in our Advanced Surface Technologies segment, efficiency gains and organic growth in our Sealing Technologies segment, the benefits of prior-period portfolio reshaping, and responsive pricing action, which more than offset material cost increases. We achieved a Cash Flow ROIC that exceeded the maximum level for that performance measure. This performance resulted primarily from above-target earnings and secondarily from our focused and disciplined cash management throughout the year.

2023 PROXY STATEMENT    |    5    |     ENPRO INDUSTRIES, INC.

Long-term compensation. In February of each year, we make long-term compensation awards to our executive officers. In 2022, these awards were made in the form of restricted stock units, stock options and long-term incentive compensation awards, with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to long-term incentive compensation awards (the “Performance Share Awards”). To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Compensation and Human Resources Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. This is a compensation structure that we first implemented in 2020 to more fully align the long-term compensation program with share value performance and the experience of our shareholders. We believe this long-term compensation structure aligns our executive compensation incentives with the company’s long-term business strategy and aligns and focuses our senior teams on the share value impact of all decisions, including capital deployment, dispositions and acquisitions.

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 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 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.

In February 2020, executive officers were granted Performance Share Awards having terms substantially the same as those awarded to the executive officers in 2022, with the payout amount based on our rTSR measured over a three-year performance cycle that ended on December 31, 2022. In February 2023, the Compensation and Human Resources Committee certified the level of performance with respect to these Performance Share Awards.

The following charts illustrate the allocation of value based on the Compensation and Human Resources Committee’s method described above among the restricted stock units (RSUs), stock options and Performance Share Awards (valued at target) awarded to executive officers in February 2022 and the actual performance level and payout level, each relative to the target level (shown at 100%), of the Performance Share Awards for the 2020-2022 performance cycle made to the executive officers, which actual performance level exceeded the maximum level resulting in payout at 200% of the target level.

2023 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 2023 annual meeting of shareholders. The meeting will be held on Friday, April 28, 2023, at 11:30 a.m. (Central Time) at the JW Marriott, 23808 Resort Parkway, San Antonio, Texas. 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 2022 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 24, 2023. 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 9, 2023. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other matters to be considered at the meeting. At the close of business on the record date, 20,877,800 shares of EnPro common stock were outstanding and eligible to vote. The amount does not include 178,810 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 9, 2023 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 9, 2023 record date. Our invited guests may also attend the meeting.

2023 PROXY STATEMENT    |    7    |     ENPRO INDUSTRIES, INC.

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 three 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.

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 (the “NYSE”). For our 2023 meeting, only the ratification of our independent accounting firm (Proposal 4) 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, 2 and 3).

2023 PROXY STATEMENT    |    8    |     ENPRO INDUSTRIES, INC.

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 ten 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. Selection of frequency of future shareholder advisory votes to approve executive compensation. The frequency of the advisory vote on executive compensation receiving the greatest number of votes (every one year, every two years or every three years) will be considered the preference selected by the shareholders. Although this advisory vote is non-binding, as provided by law, our board will review the results of the vote and, consistent with our record of shareholder engagement, will take it into account in making determinations concerning the frequency of future advisory votes on executive compensation.

Proposal 4: Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023. 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 all other proposals on the agenda for the annual meeting 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 24, 2023 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.

2023 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 2022 annual report to shareholders, which includes our 2022 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 the solicitation. We do not expect the total costs to us for D.F. King’s services to exceed $25,000.

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.

2023 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, 2023. This information is based solely on SEC filings made by the individuals and entities by that date.

2023 PROXY STATEMENT    |    11    |     ENPRO INDUSTRIES, INC.

Director and executive officer ownership of our common stock

The following table sets forth information as of March 1, 2023 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.

2023 PROXY STATEMENT    |    12    |     ENPRO INDUSTRIES, INC.

Delinquent 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, we believe that no director, officer, or 10% shareholder failed to timely file in 2022 any report required by Section 16(a) other than a Form 4 to report a grant of restricted stock units by the Company to Mr. Angelillo that was filed one day late.

2023 PROXY STATEMENT    |    13    |     ENPRO INDUSTRIES, INC.

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

At our annual meeting, shareholders will be asked to elect ten directors who will hold office until our 2024 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors 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 6.8 years, with the tenure of the director nominees ranging from 0.1 to 16 years.

In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. William Abbey, who was elected as a director by the board in September 2022, brings to the board more than 25 years of experience in the semiconductor industry and a deep knowledge of the evolving global semiconductor ecosystem. Ronald C. Keating, who was elected as a director by the board in February 2023, brings to the board significant operational, strategic, and senior leadership experience in industries serving commercial and industrial markets, including as the current President and Chief Executive Officer of a NYSE-listed global manufacturer. The selections of Mr. Abbey and Mr. Keating were the result of deliberative processes undertaken by the Nominating and Corporate Governance Committee of our board of directors. This committee is composed entirely of independent directors. Each of Mr. Abbey and Mr. Keating was recommended to the Nominating and Corporate Governance Committee by a director search firm retained by the Nominating and Corporate Governance Committee.

Diane C. Creel, a current director who has served as a member of our board of directors since 2009, has not been nominated for re-election at the 2023 annual meeting and will retire from the board of directors at that time pursuant to the age provisions of our Corporate Governance Guidelines. In connection with Ms. Creel’s retirement, the board of directors has adopted a resolution reducing the size of the board of directors from eleven to ten effective at the commencement of the 2023 annual meeting. B. Bernard Burns, Jr., who served as a director since 2011 and whose age similarly limited his continued service under our Corporate Governance Guidelines, retired from the board of directors in February 2023 to facilitate the election of Mr. Keating as a director, as our articles of incorporation limit the maximum size of the board of directors to eleven.

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.

2023 PROXY STATEMENT    |    14    |     ENPRO INDUSTRIES, INC.

Nominees for election

2023 PROXY STATEMENT    |    15    |     ENPRO INDUSTRIES, INC.

Thomas M. Botts   Age 68 Director since 2012                   Experience: Mr. Botts retired from Royal Dutch Shell on December 31, 2012 as executive vice president, global manufacturing, Shell Downstream Inc. He was responsible for Shell’s global manufacturing business, including all refineries and chemical complexes.   He joined Shell in 1977 as a production engineer and served in a number of corporate and operating roles including executive vice president for exploration and production (E&P) in Europe, leading Shell’s largest E&P unit. He held those responsibilities from 2003 to 2009.   He has been a member of the board of directors of the National Association of Manufacturers, a member of the

American Petroleum Institute Downstream Committee, and a member of the council of overseers for the Jones Graduate School of Business at Rice University. He currently is a member of the board of directors of the University of Wyoming Foundation, Chairman of the Governor’s Tier 1 Task Force at the University of Wyoming, and a member of the Society of Petroleum Engineers.   Mr. Botts received a B.S. in Civil Engineering from the University of Wyoming.   Public company directorships in the last five years:   •   John Wood Group PLC   Qualifications:   ·   Thirty-five years of global business experience in oil and gas exploration, and production and refining and petrochemical manufacturing.   ·    Extensive experience in our oil, gas and petrochemical markets.   ·   Successful leadership in business transformation in large scale, multi-country organizations.

2023 PROXY STATEMENT    |    16    |     ENPRO INDUSTRIES, INC.

Adele M. Gulfo   Age 60 Director since 2018                   Experience: Ms. Gulfo has served as the Chief Business and Commercial Development Officer at Sumitovant Biopharma since December 2019. Sumitovant Biopharma, a privately held company affiliated with Sumitomo Dainippon Pharma Co., Ltd., operates five biopharmaceutical companies acquired from Roivant Sciences Ltd. in December 2019, which include Myovant Sciences Ltd. From May 2018 to December 2019, Ms. Gulfo served as Chief of Commercial Development of Roivant Sciences. Prior to joining Roivant Sciences in May 2018, Ms. Gulfo served as Executive Vice President and Head of Global Commercial Development for Mylan N.V. from January 2014 to January 2018. Before joining Mylan, Ms. Gulfo spent five years at Pfizer Inc. in a number of executive positions, including President and General Manager, U.S. Primary Care. She also ran Commercial

Operations and the Managed Markets organization across Pfizer’s biopharmaceutical business in the U.S. Prior to joining Pfizer, she held several executive positions at AstraZeneca Pharmaceuticals and at the Parke-Davis division of Warner- Lambert (which later merged with Pfizer), and, as the Senior Director, Cardiovascular Marketing for that company, she launched Lipitor, the best-selling pharmaceutical product.   Ms. Gulfo holds a B.S. in Biology from Seton Hall University and a M.B.A. in Marketing from Fairleigh Dickinson University.   Current public company directorships:   ·   Medexus Pharmaceuticals Inc.   Public company directorships in the last five years:   ·   Myovant Sciences Ltd.   ·   Bemis Company, Inc.   Qualifications:   ·   Extensive commercial development, marketing and general management background, with deep experience in global markets and the pharmaceutical industry.   ·   Executive experience in multiple firms with strategic planning, transforming commercial operations, maximizing efficiency and increasing employee engagement.

David L. Hauser   Age 71 Director since 2007                   Experience: Mr. Hauser was affiliated with FairPoint Communications, Inc., a communications services company, from July 2009 until March 2011. He joined FairPoint as Chairman of the Board and Chief Executive Officer and served as a consultant to that company from August 2010 until March 2011.   Prior to joining FairPoint, Mr. Hauser had a 35-year career with Duke Energy Corporation, one of the largest electric power companies in the United States. He was Group Executive and Chief Financial Officer of Duke Energy from April 2006 until June 2009, and was Chief Financial Officer and Group Vice President from February 2004 to April 2006. He was named acting Chief Financial Officer in November 2003. He was Senior Vice President and Treasurer from June 1998 to

November 2003. During his first 20 years with Duke Energy, Mr. Hauser served in various accounting positions, including controller.   Mr. Hauser is a member of the board of trustees of Furman University and a past member of the board of trustees of the University of North Carolina at Charlotte. He has retired as a member of the North Carolina Association of Certified Public Accountants.   Mr. Hauser received a B.A. from Furman University and an M.B.A. from the University of North Carolina at Charlotte.   Current public company directorships:   ·   OGE Energy Corp.   Qualifications:   ·   Training and experience in various accounting and financial reporting roles.   ·   Service as the chief financial officer of a major corporation provides valuable insight into accounting, financial controls and financial reporting.   ·   Understanding of public company strategic and corporate planning, including capital allocation.

2023 PROXY STATEMENT    |    17    |     ENPRO INDUSTRIES, INC.

John Humphrey   Age 57 Director since 2015                   Experience: From 2011 to May 2017, Mr. Humphrey served as Executive Vice President and Chief Financial Officer of Roper Technologies, Inc., a Fortune 1000 company that designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide, and he retired from Roper in December 2017. From 2006 to 2011, he served as Vice President and Chief Financial Officer of Roper. Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal. Mr. Humphrey’s earlier career included 6 years with Detroit Diesel Corporation, a manufacturer of heavy- duty engines, in a variety of engineering and manufacturing management positions.

Mr. Humphrey is a member of the Board of Advisors of the Elon University Love School of Business.   Mr. Humphrey received a B.S. in Industrial Engineering from Purdue University and an M.B.A. in Finance from the University of Michigan.   Current public company directorships:   ·   Ingersoll Rand Inc. (formerly, Gardner Denver Holdings, Inc.)   ·   O-I Glass, Inc. (formerly, Owens-Illinois, Inc.)   Qualifications:   ·   Prior service as the chief financial officer of a Fortune 1000 corporation provides insight into accounting and financial issues affecting public corporations.   ·   Experience with international markets, business environments and practices.   ·   Experience and expertise in capital allocation and strategic planning, including mergers and acquisitions and other business development activities.   ·   Experience in management of several manufacturing companies provides insight into manufacturing and operational issues.

Ronald C. Keating   Age 54 Director since 2023                   Experience: Mr. Keating has served as President, Chief Executive Officer and a director of Evoqua Water Technologies Corp., a global provider of water and wastewater treatment solutions and services, since December 2014. Prior to joining Evoqua, Mr. Keating was with Contech Engineered Solutions LLC, a provider of infrastructure products, including bridges, drainage systems, storm-water solutions, retaining walls and earth stabilization products, serving as its Chairman, President and Chief Executive Officer from May 2008 to November 2014 and as its President and Chief Operating Officer from August 2007 to May 2008. Prior to joining Contech, Mr. Keating served in various senior management roles and held senior leadership positions at Kennametal Inc. and Ingersoll-Rand Inc.

Mr. Keating received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. in Industrial Distribution from Texas A& M University.   Current public company directorships:   ·   Evoqua Water Technologies Corp.   Public company directorships in the last five years:   ·   US Ecology, Inc.   Qualifications:   ·   Experience and perspective as the current President and Chief Executive Officer of a NYSE-listed global manufacturer   ·   Extensive senior management and operating experience, including over 14 years as a Chief Executive Officer and board of directors member.   ·   Experience in and knowledge of mergers and acquisitions, environmental matters, corporate governance, strategic planning, finance, audit, risk, cybersecurity, executive compensation and benefits and international markets.

2023 PROXY STATEMENT    |    18    |     ENPRO INDUSTRIES, INC.

2023 PROXY STATEMENT    |    19    |     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 four directors whose careers involved working either entirely or substantially outside the United States. Our Corporate Governance Guidelines provide that when conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Corporate Governance Committee will affirmatively be instructed to seek to include diverse candidates.

While 30% of the members of the board of directors elected at the 2022 annual meeting identified as female, with the retirement of Diane Creel at the 2023 annual meeting, we will have two female directors on our board. We fully intend to recruit a female director with qualifications that align with our director skills matrix to fill the next board vacancy anticipated in 2024. With the addition of two new directors in the past seven months, the board of directors plans to complete their on-boarding prior to including another new director on the board. Over the last five years, 75% of our new non-employee board appointments have been diverse.

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. Vaillancourt, our Chief Executive Officer, is the only current director who is employed by the company. This structure continues to be appropriate for our company given the individuals serving in those positions. Mr. Hauser is a former chief executive officer of a publicly held company and serves and has served as a director of other public companies. 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. Vaillancourt 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 2022.

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 2022. Mr. Humphrey is the chair of the committee.

2023 PROXY STATEMENT    |    20    |     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, and in overseeing our human capital management strategies, including talent development. 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 annually reviews our human capital management and talent development strategies and more frequently considers matters with respect to employee safety, retention and diversity. The committee met four times in 2022. Mr. Botts is the chair of the committee.

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 four times in 2022. Ms. Reinsdorf is the chair of the committee.

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 Chief Executive Officer, Chief Financial Officer and General Counsel also customarily attend the committee’s meetings.

Meetings and attendance

The board met five times in 2022. Regularly scheduled 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 2022, each current 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. All but one of the individuals then serving as director physically attended our 2022 annual meeting, with the director who was unable to attend physically participating telephonically. 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 2022 annual meeting.

2023 PROXY STATEMENT    |    21    |     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 2022.

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

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 for all stakeholders, while positioning our businesses for ongoing success. This focus aligns with and includes our People Strategy of attracting and retaining the most talented people, nurturing their mental and physical health, and fostering holistic development and well-being across the organization and throughout careers.

Board oversight. Our board of directors exercises oversight with respect to corporate social responsibility and sustainability matters directly and through its committees. In 2022, we established the Environmental, Social and Governance (ESG) Committee, a management committee reporting directly to and charged with assisting the board in implementing its responsibilities and duties related to material ESG matters relevant to business activities throughout EnPro. The ESG Committee’s purpose is to support our commitment to environmental stewardship, sustainability, enterprise health and safety, corporate social responsibility and good corporate governance. Its responsibilities include analysis and reporting with respect to climate change impacts, greenhouse gas emissions, environmental and supply chain sustainability, product life cycle management, human rights, and diversity and inclusion matters. The ESG Committee provides reports at each regularly scheduled board meeting, to enable ESG-related topics to be incorporated into EnPro’s risk management frameworks and capital allocation and strategic decision-making.

Our board of directors also exercises oversight through its other committees. For example, the Compensation and Human Resources Committee annually reviews our People Strategies, including talent development, and more frequently considers matters with respect to employee safety, retention and diversity and inclusion.

2023 PROXY STATEMENT    |    22    |     ENPRO INDUSTRIES, INC.

During 2022, we continued the implementation of our comprehensive, multi-year, multi-faceted environmental sustainability strategy based on management analysis of the materiality assessment completed in 2021. One major accomplishment was the development and implementation of a software system to capture and analyze electricity, natural gas and water usage data at each of our manufacturing facilities. Through use of this system, we have determined our greenhouse gas emissions for 2021 and 2022 and we have begun the development of a reduction goal with 2021 serving as the baseline year. We also adopted a new environmental sustainability policy which, along with the ESG Committee’s charter, has been posted on our website.

Employee development. We strive to create an environment where all colleagues can flourish. We continue to build upon our culture as a foundation upon which we operate and we believe human development and care for the communities and environments surrounding us leads to optimal financial performance; while the pursuit of optimal financial performance empowers our colleagues and drives enhancement of skills and improves decision-making.

In 2023, as part of our employee development efforts, we are reinforcing with all team members that our daily endeavors contribute to the greater good that EnPro provides to its teams and communities. By emphasizing the value of “How We Work” in addition to “What We Do,” team members are held to a standard of innovation, accountability, collaboration, servanthood, clarity and courage. Our enduring, core values of Safety, Excellence and Respect drive our focus on the way we do business and care for our people and 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 structured to meet the evolving needs of our team members and their families. In the United States, this includes a company-wide minimum wage of $15 per hour, a 401k plan with company match, an award-winning well-being program, flexible vacation and time off policies that include a “take what you need” program for salaried employees, enhanced employee assistance programs, employer-paid disability, paid family leave, tuition assistance, and comprehensive healthcare benefits that include medical, prescription drug, dental, life, health savings accounts, flexible spending accounts, critical illness and accidental, death and dismemberment coverages.

Safety. Our core values are Safety, Excellence, and Respect. Our aim at EnPro is to live our values every day and we are proud of the safety culture that enables our team members to feel both physically and psychologically safe at work.

We are starting down a path to align our operational safety activities with ISO 45001. This will further strengthen our safety culture and create enhanced safety processes to drive consistency and repeatability. We are enabling all members of our EHS Community of Practice to be trained as ISO lead auditors. In addition, our internal Safety Audit program is also transitioning to align with ISO audit practices. There have been significant changes to our portfolio over the past three years through our successful reshaping efforts, and, as a result, we are focusing on integrating our newer operations and adapting our EnPro Safety System to fit into each new operation.

We have an active and engaged EHS Community of Practice. Our EHS leaders work as a global team to develop new initiatives as well as monitor and grow our comprehensive system. For example, in late 2022, our Community of Practice developed a comprehensive global onboarding program for our new colleagues. The program is being rolled out in early 2023 and will include significant time spent on familiarizing new team members to our culture, which is very likely unique from any place they have worked before. Our values, the way we work together and our deep commitment to safety differentiates us. We also launched the Home Safe Initiative, which invites team members to share why safety is important to them personally. Shared in video form, this content is distributed throughout EnPro.

Diversity and inclusion. We believe that a diverse workforce is critical to our success, and we purposefully strive for a culture that reflects and embraces all forms of diversity, while encouraging belonging and psychological comfort. In alignment with our values, we infuse diversity, equity and inclusion best practices in every aspect of the team member experience, from selection and hiring, through exit and off-boarding. We believe ongoing development of effective teams must include perspective-taking, emotional intelligence, respectful feedback and genuine appreciation for our purpose as an organization, as well as individually, all in addition to functional and technical skills-based training to retain talented team members.

In addition to our cultural accountability regarding diversity, equity, inclusion and belonging, we track certain thresholds to monitor our progress on these matters. We entered 2023 with more than 40% of our team members diverse by gender and/or ethnicity in the top three tiers of the organization. Given our focus on internally developed talent, and the uniqueness of the way we work, and our differentiated culture, we expect many of the future leaders at EnPro will emerge from within.

Supporting our communities. In connection with our commitment to promoting diversity and improving the communities where our employees live and work, 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. The Foundation is managed by employees who volunteer their time and talents to fulfill this mission. Since inception, we have provided grants totaling $356,000 to sixteen organizations who support the Foundation’s purpose to “Support the release of human possibility by investing in underserved populations in the areas of professional, educational, personal, and community development.” Earlier this year, the Foundation met an important goal of establishing and funding an employee relief program. This relief fund will provide short-term financial assistance to our employees during times of unexpected crisis, and all grants will be objectively determined on a confidential basis.

2023 PROXY STATEMENT    |    23    |     ENPRO INDUSTRIES, INC.

Environmental Sustainability. EnPro recognizes that climate change is a significant and complex challenge that we must address in partnership with all of our stakeholders. We are committed to diligently exploring all opportunities to reduce our energy usage and optimize our resources in an effort to minimize consequent greenhouse gas emissions. 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 from market sectors that are highly carbon intensive. We have acquired businesses that are more technologically advanced and less carbon intensive. We measure our progress in a variety of ways, including monitoring the percentage of our revenue that comes from sectors such as the oil & gas and automotive industries. In 2022, approximately 2% of our revenue was derived from the oil & gas sector, which was materially reduced due in large part to the divestiture of the Compressor Products International business (CPI) business completed in December 2021. In addition, our global automotive industry exposure, previously approximately 7% of total revenue, was reduced to an immaterial amount with the completion of the GGB divestiture in November 2022.

Our products and solutions, such as highly engineered gaskets and seals, as well as cleaning and coating high-value tools in the semiconductor production process, safeguard our environment by preventing the release of harmful substances into the environment, while keeping volatile substances within a closed system for optimal operating performance. We also design, manufacture and sell solutions that support the supply of electricity from sustainable sources, including a portfolio of proprietary solutions that are critical componentry for the safe operation of nuclear power plants. Across EnPro, our high-value portfolio of critical solutions touches a variety of markets, where a failure could be catastrophic and result in the loss of human life or damage to the surrounding environment.

We are planning to publish our third Corporate Sustainability Report in the second quarter of 2023, which will be available on our website at www.enproindustries.com.

Director independence

The EnPro board believes a substantial majority of its directors should be independent. In connection with its nomination of the director nominees listed in this proxy statement, the board considered the independence of each person nominated by the board of directors for election as a director and determined that Mr. Abbey, Mr. Botts, Mr. Brueck, Ms. Gulfo, Mr. Hauser, Mr. Humphrey, Mr. Keating, Ms. Reinsdorf and Mr. van der Graaf are independent. Mr. Vaillancourt is an employee and is not considered independent.

To determine independence, the board used the definition of an “independent director” in the 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. Vaillancourt, has a material relationship with the company other than as a director and all directors, except for Mr. Vaillancourt, 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 experts

The board of directors has determined that each of Mr. Hauser and Mr. Humphrey, members of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of the SEC’s Regulation S-K. At its February 2023 meeting, the board determined that each of Mr. Hauser and Mr. Humphrey, through his education and experience, including his respective experience serving as the chief financial officer of a large public company, has all of the following attributes:

2023 PROXY STATEMENT    |    24    |     ENPRO INDUSTRIES, INC.

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.

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. Our Corporate Governance Guidelines provide that when conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Corporate Governance Committee will affirmatively be instructed to seek to include diverse candidates. 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 68 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 the skills of our current directors with all of the skills we have identified as necessary to maintain an attentive, high-functioning board. In connection with nomination of the slate of directors that the board of directors proposes for election by the shareholders each year, the Nominating and Corporate Governance Committee evaluates incumbent directors’ continuation on the board of directors. Before recommending a sitting director for re-election, the 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) and, the skills identified in the matrix used by the Committee (as described above), as well as prior shareholder votes for the election of the director and applicable rules and requirements of the SEC and NYSE. An individual incumbent director’s re-nomination is dependent upon a performance assessment and suitability review conducted by the Committee. The performance assessment takes into account the director’s participation in and contribution to the activities of the board. The Committee will also consider whether there is any evolving need for the addition of additional skills to the board. When the 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 that 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).

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.

2023 PROXY STATEMENT    |    25    |     ENPRO INDUSTRIES, INC.

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 speak with 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 submitted 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 2022:

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 shares, or phantom shares if elected by the director, upon his or her initial election to the board. The amount of such an award is determined by the Nominating and Corporate Governance Committee and has generally been based on the number of days remaining in the year that the director is elected.

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. We believe that the compensation paid to our non-employee directors is reasonable.

Non-employee directors are generally granted fully-vested shares, or phantom shares if elected by the director, at the first meeting of the Compensation and Human Resources Committee each year. Phantom shares are fully vested when awarded and are paid in shares of common stock when a director ceases his or her service on the board.

Board members are required to own the company’s stock. Each director has five years from the date he or she joins the board to accumulate EnPro shares equal in value to at least five times the annual cash retainer paid to directors. Phantom shares count toward this requirement. We examine compliance with this policy each February. As of February 15, 2023, all of the directors who have served for five years complied with this requirement.

A Deferred Compensation Plan allows non-employee directors to defer receipt of all or part of the cash portion of their annual retainer fees. The deferred portions of the fees can be directed to a cash account or a stock account. Fees deferred into a cash account are credited with a return based on an investment option chosen by the director from those available under our Retirement Savings Plan for Salaried Employees (excluding our common stock). Fees deferred into a stock account are credited with stock units, each equal in value to the fair market value of one share of our common stock on a given date. All amounts deferred are payable after a director ceases his or her service on the board. As of December 31, 2022, the following directors had deferred compensation balances under the plan: Mr. Abbey, 284 stock units; Mr. Botts, 2,902 stock units; Mr. Brueck, 9,823 stock units; Mr. Hauser, $1,763,894 and 8,388 stock units; and Mr. Humphrey, 7,653 stock units.

2023 PROXY STATEMENT    |    26    |     ENPRO INDUSTRIES, INC.

The following table presents the compensation we paid to all non-employee directors for their service in 2022.

2022 Non-Employee Director Compensation

There have been no changes to the compensation of non-employee directors for 2023.

2023 PROXY STATEMENT    |    27    |     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 2022 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 and that our internal control over financial reporting was effective as of December 31, 2022. 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 2022 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, 2022 to be filed with the SEC.

2023 PROXY STATEMENT    |    28    |     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 2023 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 2022 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 2022, we made awards of stock options and restricted stock units that become exercisable or vest in equal annual installments generally 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.

2023 PROXY STATEMENT    |    29    |     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, business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2022, our shareholders noted general support for our performance-driven compensation practices. We communicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

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.

2023 PROXY STATEMENT    |    30    |     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, 2022.

2023 PROXY STATEMENT    |    31    |     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 2022 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 2022 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

2022: A foundational year for EnPro. Throughout 2022, EnPro showed differentiated performance in a challenging environment marred with inflationary pressures, supply chain constraints and macroeconomic and geopolitical uncertainty. We successfully completed the divestiture portion of EnPro’s portfolio reshaping strategy, which culminated in the announcement to divest the remaining businesses in the former Engineered Materials segment to focus on where we have the best opportunities for long- term organic growth and strong profitability. Beginning in the third quarter of 2022, the company recast its financial results to reflect the continuing operations of the Sealing Technologies and Advanced Surface Technologies segments—the two segments upon which we intend to build with both organic investments and strategic acquisitions—in an effort to continue our positive trajectory for long-term, profitable growth, while creating opportunities for development and growth for our colleagues.

EnPro is a leading-edge leading industrial technology company that focuses on mission-critical products and solutions that serve a diverse set of faster-growing end markets. The variety of applications produced by the company safeguard critical environments and offer a level of precision and reliability that customers rely upon. Following the completion of the Engineered Materials divestitures, aftermarket revenue comprises more than half of annual revenue. Our firm foundation focuses on:   •   Differentiated, high-margin products and solutions that offer competitive differentiation through technology, reliability and applied engineering capability. •   Recurring revenue or aftermarket revenue streams for many of our products and solutions that show reduced cyclicality and long-term durability of revenue. Our products and solutions offer environmental and safety benefits, particularly in harsh or critical environments that require regular preventative maintenance or replacement. •   Leveraging Commercial Excellence and Supply Chain processes to increase or preserve profitability, ensure product quality and availability and maximize operational efficiencies with technology and discipline. •   Maximizing long-term shareholder returns through commitment to disciplined capital allocation, sustainability, diversity and community-involvement. •   Empowering our colleagues with a mindful, collaborative culture that values safety, inclusion, authenticity and respect.

2023 PROXY STATEMENT    |    32    |     ENPRO INDUSTRIES, INC.

In 2022, we completed the intended divestiture portion of our transformation to reposition our portfolio of businesses toward less cyclical businesses that serve faster growing markets and generate higher returns on invested capital.

In 2019, we embarked on a portfolio transformation in an effort to maximize our growth outlook, margin foundation and cash flow generation. We have largely completed the divestiture portion of our transformation. We are now focused on driving sustained organic revenue growth, strong margins and a free cash flow generation that creates optionality for future organic growth and strategic acquisitions.

Acquisitions & Divestitures. We did not complete any acquisitions in 2022. We completed the GGB divestiture in November 2022 for $305 million, materially reducing our European manufacturing footprint and virtually eliminating our end-market exposures in automotive markets. We announced in September 2022 our intention to divest the GPT business, the last remaining business of our former Engineered Materials segment, and completed the sale of that business in January 2023. As a result of these dispositions and the application of the net proceeds, including to reduce debt, we entered 2023 with a strong balance sheet.

Financial highlights. Sales increased 30.8% in 2022, as demand remained firm and strategic pricing initiatives in the face of unprecedented inflation progressed. Sales in the semiconductor, food and pharma, aerospace and power generation markets were strong through 2022, while general industrial demand remained firm. We exited 2022 with strong operating results, driven by continued portfolio reshaping toward our most profitable, dynamic businesses, cost discipline in an inflationary raw material environment and strong organic volume growth.

Operating system. Part of our culture of commercial and operational excellence is the effectiveness of our operating system that focuses on continuous improvement, strategic pricing discipline, technology implementation and customer intimacy in an effort to improve or preserve margins and drive strong free cash flow. We 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. Our operating system has been stressed under various scenarios, such as the Great Recession and the COVID-19 pandemic, among other economic and geopolitical gyrations over time, and allows us to deploy the strength of our organization throughout our enterprise to build for a stronger future.

Sustainability. At EnPro, the way we work centers around our core values of Safety, Excellence and Respect. We believe our commitment to sustainability creates long-term value for our stakeholders and positions our businesses for success in the future. Sustainability, governance and environmental stewardship is woven deeply into the fabric of our company. Over the last twenty years as an independent public company, our subsidiaries have resolved numerous legacy environmental and other claims for matters pre-dating our spin-off from Goodrich Corporation in 2002.

Our strategy to recruit diverse and qualified talent, as well as our commitment to the physical and psychological health and safety of our colleagues is omnipresent in our organization. We find collaborative ways to achieve our high standards for environmental, social, and governance excellence.

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, such as automotive and oil and gas. We have acquired businesses that are less carbon intensive and sell into less carbon-intensive markets, with a firm focus on safeguarding critical environments and providing products and services that protect local process environments from harsh contaminants. 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—in 2022, we took steps to calculate our baseline energy usage. 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.

2023 PROXY STATEMENT    |    33    |     ENPRO INDUSTRIES, INC.

We will publish our next sustainability report in the second quarter of 2023; following the distribution of our inaugural sustainability report in May 2021. 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 implemented software monitoring systems at our primary manufacturing facilities globally and will seek to improve our energy usage, greenhouse gas emissions, water usage, and waste generation over time. In addition, we further expanded our diversity and inclusion efforts to further our already firm foundation of measurement and improvement of these important metrics throughout our organization.

Dividends and share repurchases. In 2022, we paid quarterly dividends to shareholders of $0.28 per share, representing a 4% increase over per share dividend payments in 2021. We regularly evaluate our capital allocation strategy based on company performance and anticipated capital requirements for growth, and we will continue this practice in 2022. We did not repurchase shares in 2022, choosing instead to focus on our organic and future inorganic growth initiatives.

Shareholder engagement

Throughout the course of each year, we speak with several shareholders, including frequent conversations with many of our largest shareholders through purposeful outreach. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation priorities, business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2022, our shareholders noted support of our performance-driven plans and procedures, including our compensation practices. We communicate investor feedback on our compensation practices to the Committee and take shareholder views into account as we seek to align our practices with their interests.

At our 2022 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 94% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. While the April 2022 shareholder vote occurred after the structure for the 2022 compensation awards had been set by the Committee, the 2022 shareholder vote was considered by the Committee in determining the compensation program for 2023.

2022 executive compensation decisions at a glance

In 2022, the Committee continued its executive compensation program, with annual salary adjustments and annual incentive and long-term compensation awards similar in form to the program for incentive compensation that it first implemented in 2020. In 2021, the Committee substantially increased long-term compensation awards as a proportion of the NEOs’ total compensation to provide additional retention incentive and to reward exceptional efforts to successfully navigate the challenges of the COVID-19 pandemic while effecting strategic portfolio-reshaping transactions, including the acquisition of Alluxa and dispositions of the businesses comprising the former Engineered Materials segment and certain businesses in the Sealing Products segment, with the recognition that payouts under certain of the previously granted LTIP awards were adversely affected by the company’s subsequent portfolio-shaping transactions. At the time, the Committee viewed this increase in long-term compensation awards as being limited to awards made at that time. Consistent with that expectation, in February 2022, the Committee provided long- term compensation awards at a proportionate level generally consistent with the Committee’s practices prior to 2021.

Because Mr. Vaillancourt’s annual base salary rate had been set in November 2021 in connection with his appointment as President and Chief Executive Officer, the Committee did not make any adjustment to his base salary rate in 2022. In 2022, the Committee adjusted the base salary rates of the other named executive officers, other than Dr. Sweeney, from the levels paid in 2021 by an average of 4.75%, with individual increases ranging from 4% to 5%. Due to the date of her separation of employment, Dr. Sweeney’s base salary was not adjusted in 2022.

For the awards made in 2022 under our annual incentive compensation plan, the Committee, consistent with its decision in 2021, selected adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) as the equally weighted performance measures. 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. 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 Committee selected Cash Flow ROIC because this measure includes an 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.

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 between the target and maximum performance levels for that performance measure as a result of strong performance across most of our businesses, reflecting continued organic growth in our Advanced Surface Technologies segment, efficiency gains and organic growth in our Sealing Technologies segment, the benefits of prior-period portfolio reshaping, and responsive pricing action, which more than offset material cost increases. We achieved a Cash Flow ROIC that exceeded the maximum level for that performance measure. This performance resulted primarily from above-target earnings and secondarily from our focused and disciplined cash management throughout the year.

2023 PROXY STATEMENT    |    34    |     ENPRO INDUSTRIES, INC.

2022 Annual Incentive Compensation

For the long-term compensation awards made as part of the annual compensation review in February 2022, the Committee granted to the NEOs, other than Mr. Angelillo, 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. Because of the level of his responsibility, Mr. Angelillo’s long-term compensation awards did not include stock options and were allocated 60% to restricted stock units and 40% to Performance Share Awards. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options.

The 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. The stock options 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 2022, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 2022 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. 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 2022 to focus senior teams on the share value impact of all decisions, and align the management experience with the share value experience of shareholders, as compared to the share performance of the peer group. The performance cycle is the three-year period ending December 31, 2024.

The Committee elected to award stock options to better align the compensation of the executive officers receiving those awards with shareholder interests and to incentivize those executive officers to shape the company’s portfolio of businesses and to operate the businesses in a way that results in long-term share appreciation. The Committee decided to award restricted stock units to further align the compensation of the executive officers with shareholder interests and to provide an incentive for retention. The pro rata vesting of the restricted stock awards aligns with the vesting practice of the majority of our peer companies. The Committee 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. The Committee believes this long-term executive compensation structure aligns with the company’s long-term business strategy and aligns and focuses our senior teams on the share-value impact of all decisions, including capital deployment,

2022 PROXY STATEMENT    |    35    |     ENPRO INDUSTRIES, INC.

dispositions and acquisitions, and encourages agile decision-making not influenced by the pursuit of metrics established at the beginning of the performance period that might become outdated and could fail to incentivize appropriate value creation by the end of the respective three-year performance period.

In February 2020, executive officers were granted Performance Shares Awards similar to the Performance Share Awards granted in February 2022, but with a three-year performance period that ended on December 31, 2022. In February 2023, the Committee certified the level of performance with respect to rTSR over the three-year period. The following chart illustrates the actual performance level as a percentage of target and payout level relative to the target level (shown at 100%) of the Performance Share Awards for the 2020-2022 performance cycle made to the executive officers. Performance on the rTSR measure was at the 75.9th percentile, which exceeded the maximum level, with total shareholder return over the period being positive. This resulted in a payout capped at 200% of the target level.

2020-2022 Performance Share Awards

Changes for 2023

The 2023 compensation program adopted by the Committee was structurally similar to the 2022 program, with the exceptions described below:

Change in peer group. In connection with its annual compensation decisions made in February 2023, the Committee approved changes recommended by its independent compensation consultant to the composition of the peer group of companies used by the consultant in preparing benchmarking compensation studies to be presented to the Committee. These changes are described in more detail on page 41 and were implemented to reflect the changes in the company’s business as a result of its recent portfolio-reshaping activities, including acquisitions of LeanTeq, Alluxa and NxEdge and dispositions of the businesses comprising the former Engineered Materials segment and certain businesses in the Sealing Products segment.

Performance Share Awards to be settled in shares. Performance Share Awards granted in February 2023 are similar to those awarded in 2022, except that stock units earned under the awards will be paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the Performance Share Award was granted. Performance Share Awards granted in 2022 provide for cash payout, with the share units earned under a Performance Share Award being converted for cash payout based on the average fair market value per share of our common stock (i.e., the closing price per share on the NYSE) over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award. This adjustment to the Performance Share Awards increases the equity component of the long-term compensation awards made to executive officers.

Retirement provisions under compensation awards. Awards made in 2022 under our annual performance, long-term compensation and equity plans provide for certain benefits upon the employee’s retirement—proration of the payout under annual performance plan awards and Performance Share Awards, prorated vesting of restricted stock units, and continued vesting of stock options. The awards made in 2022 defined “retirement” to be the employee’s voluntary separation of service at any time after (i) age 65 or (ii) age 55 if the employee has at least 10 years of service with EnPro. For these awards made in 2023, the Committee increased the early retirement aspect of this definition, with “retirement” defined to be the employee’s voluntary separation of service at any time after (i) age 65 or (ii) age 60 if the employee has at least 10 years of service with

2022 PROXY STATEMENT    |    36    |     ENPRO INDUSTRIES, INC.

EnPro. To balance the impact to employees of the increase in the early retirement age, for restricted stock units awarded in 2023, the Committee conformed the treatment upon retirement to the treatment under stock options, with vesting continuing on the scheduled vesting dates following retirement.

Timing of stock option awards. In 2022, the Committee authorized the award of the stock options at its meeting in February 2022, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 2022 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 Committee followed a similar practice in 2023 with respect to the grant of stock options at its meeting in February 2023, except that the Committee deferred the grant of the stock options until the second trading day after the filing with the SEC of the company’s Form 10-K for the year ended December 31, 2022, 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.

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:

2022 PROXY STATEMENT    |    37    |     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 2022 executive compensation program.

2022 PROXY STATEMENT    |    38    |     ENPRO INDUSTRIES, INC.

Target compensation mix

The following charts show the relative portion of Mr. Vaillancourt’s 2022 target in-service compensation and the average target in-service compensation of the other current NEOs. Target in-service compensation consists of the base salary rate set in 2022, target annual performance-based cash compensation awards made in 2022, target Performance Share Awards (PSAs) granted in 2022, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2022 and other 2022 compensation not related to changes in retirement benefits. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. The amounts included for Performance Share Awards in the summary compensation table on page 48 and in the grants of plan-based awards table on page 50 are based on the grant date fair value of the Performance Share Awards determined using financial accounting assumptions as required by SEC rules for reporting the related compensation in those tables, which differ from the values assigned to these awards by the Committee as described above. The following charts reflect the Committee’s basis for valuing these awards in allocating in-service compensation.

2022 Target In-Service Compensation

2022 PROXY STATEMENT    |    39    |     ENPRO INDUSTRIES, INC.

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 adjusts compensation arrangements, including making long- term compensation awards, to NEOs or other employees at other times, such as in connection with hiring, promotion or for retention purposes.

The role of the executive officers. Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the Committee members are allowed to vote on decisions regarding executive compensation. The Committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other NEOs. Our CEO does not participate in the deliberations of the Committee and our board regarding his own compensation.

The role of the independent executive compensation consultant. The Committee engages an independent compensation consultant to provide expertise on competitive pay practices and compensation program design 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 & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Committee and does not provide additional services to management. The Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules, NYSE listing standards, and the requirements of the Committee’s charter, and has determined that work performed by Pearl Meyer does not create a conflict of interest and that Pearl Meyer is independent.

The role of market analyses. In evaluating target compensation levels, the Committee has requested its independent executive compensation consultant, Pearl Meyer, to prepare benchmarking studies. These studies have been prepared and presented to the Committee generally every year. The most recent study presented to the Committee in connection with the compensation decisions it made in February 2022 was prepared in October 2021.

In its benchmarking studies, Pearl Meyer compared the specific compensation elements we awarded to each of our executive officers to those awarded to executive officers with similar responsibilities of each member of the peer group and broader survey group and to the relevant medians of the peer group and survey groups. Based on its analysis, Pearl Meyer advised the Committee on adjustments to base salary, annual incentive award and long-term incentive awards for each named executive officer. Peer and survey compensation data allow the Committee to determine whether our compensation programs and target compensation levels for executive officers are reasonable and competitive.

At the direction of the Committee, Pearl Meyer screened and reviewed companies included in Standard & Poor’s Global Industry Classification Standard Capital Goods industry classification, reviewed the peer groups included in the 2021 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 2021 study, consistent with Pearl Meyer’s recommendation following its analysis and with the peer group used in Pearl Meyer’s most recent study completed in 2020, was as follows (with Zurn Elkay Water Solutions Corporation formerly being known as Rexnord Corporation and Crane Co. and SPX Corporation reorganizing as Crane Holdings Co. and SPX Technologies, Inc., respectively):