Time, place and voting matters

Date:April 29, 20192020

Time:5:00 p.m.11:30 a.m. Eastern Time

Place:Charlotte Marriott City Center
100 West Trade Street
5605 Carnegie Boulevard, Suite 500

Charlotte, North Carolina 2820228209

Record date:March 7, 201913, 2020

Voting:Shareholders as of the record date are entitled to vote. Each share of common
stock is entitled to one vote for each
director nominee and one vote for each
of the proposals to be voted on.

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.

Board refreshment balances experience with fresh insights. We seek to balance directors who know and understand our company with those who bring fresh perspectives to governance and management and to expand the diversity of our board. The range of tenure of our independent directors is five months1.4 years to 1213 years.

We elect all directors annually to one-year terms. Annual elections allow shareholders to review each director’s skills and experience and approve his or her nomination at each annual meeting.

Our directors must be elected by majority vote. Any nominee in an uncontested election who receives more “withhold” votes than votes “for” must promptly offer his or her resignation. The Nominating and Corporate Governance Committee will consider the resignation and recommend either accepting it or rejecting it to the board, which will act within 90 days after the shareholders’ meeting. The resigning director will not participate in these discussions.

We ask that our shareholders approve the EnPro Industries, Inc. 2020 Equity Compensation Plan (the “2020 Equity Compensation Plan”), which was approved by our board of directors, subject to shareholder approval, on February 19, 2020. If the 2020 Equity Compensation Plan is approved by our shareholders, it will authorize the issuance of up to 1,000,000 shares of our common stock for the grant of awards under the 2020 Equity Compensation Plan.

The 2020 Equity Compensation Plan will replace our Amended and Restated 2002 Equity Compensation Plan (the “Prior Plan”), and no new awards will be granted under the Prior Plan. Any awards outstanding under the Prior Plan on the date of shareholder approval of the 2020 Equity Compensation Plan will remain subject to and be paid under the Prior Plan, and any shares subject to outstanding awards under the Prior Plan that subsequently expire, terminate, or are surrendered or forfeited for any reason without issuance of shares will automatically become available for issuance under the 2020 Equity Compensation Plan.

Our Board recommends that shareholders approve the 2020 Equity Compensation Plan. The purposes of the 2020 Equity Compensation Plan include to:

•enhance our ability to attract and retain highly qualified officers, non-employee directors, key employees, consultants, and advisors; and

•motivate those officers, non-employee directors, key employees, consultants, and advisors to serve our company and to expend maximum effort to improve our business results and earnings by providing an opportunity to acquire or increase a direct proprietary interest in our operations and future success.

The 2020 Equity Compensation Plan allows us to promote greater ownership by officers, non-employee directors, key employees, consultants and advisors in order to align their interests more closely with the interests of our shareholders. Shareholder approval of the 2020 Equity Compensation Plan will also enable us to grant awards under the 2020

•Clawbacks. Awards granted under the 2020 Equity Compensation Plan are subject to certain compensation recovery policies, including EnPro’s Executive Compensation Recovery (Clawback) Policy.

•Dividends. We will not pay dividends or dividend equivalents on stock options, SARs or on other unearned awards (both time-vesting and performance-vesting).

The enclosed proxy is solicited on behalf of the board of directors of EnPro Industries, Inc., in connection with our 20192020 annual meeting of shareholders. The meeting will be held on Monday,Wednesday, April 29, 2019,2020, at 5:00 p.m.11:30 a.m. at the Charlotte Marriott City Center, which iscompany’s headquarters located at 100 West Trade Street,5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina. You may use the enclosed proxy card to vote your shares whether or not you attend the meeting. Please vote by following the instructions on the card.

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

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 20182019 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 20, 2019.26, 2020. 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 704-731-1522.704-731-1527.

What is the purpose of the annual meeting?

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

•Election of tennine directors;

•Adoption of an advisory resolution approving the compensation paid to our named executive officers as disclosed in this proxy statement;

•Approval of the 2020 Equity Compensation Plan; and

•Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019.2020.

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 7, 2019.13, 2020. Each share of common stock is entitled to one vote on

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

cast, broker non-votes and abstentions will not count in determining the outcome of the election of directors. For all other proposalsBecause the applicable rules of the NYSE require approval of the 2020 Equity Compensation Plan by a majority of the votes cast on the agenda forproposal, abstentions, which will be considered to be votes “cast,” will have the annual meetingeffect of a vote “Against” approval, and broker non-votes, which are not considered to be votes “cast,” will not count in determining the outcome. For the advisory vote on executive compensation, the ratification of the appointment of our independent accounting firm and with respect to any other business as may properly come before the meeting or any adjournment of the meeting, only

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. For 2018,2019, 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

EnPro embarked on several transformational shifts in 2019. Marvin Riley succeeded Steve Macadam as EnPro’s Chief Executive Officer in July, culminating a multi-year CEO succession planning process. We began taking actions to reshape our portfolio to focus on businesses that have strong competitive positions, compelling cash flow characteristics, and high returns on capital. In 2018,support of this, we continuedcompleted two strategic acquisitions and made organic investments to pursueexpand our capabilities that we leverage across the company. We also identified businesses of which EnPro was not the best long-term objectives for profitable growth by strategically investing to organically growowner and, as a result, we divested Fairbanks Morse, sold our businesses through investmentsheavy-duty brake shoe business located in commercial excellence,Rome, Georgia, and discontinued operations and innovation.of several underperforming product lines in our Stemco business. Despite experiencing and addressing, challenges in our heavy-duty truckstrucking business in 2018,during the year, we experienced strong year-over-year salesnet income growth, across each of our three segments and our performance, based on adjusted EBITDA, improvedimproving 95% from the prior year.

Continued Growth.CEO Succession. InOn July 29, 2019, Marvin A. Riley succeeded Stephen E. Macadam as EnPro’s Chief Executive Officer and President, following Mr. Macadam’s decision to retire from those positions on that date. Mr. Riley had served as our Executive Vice President and Chief Operating Officer prior to being appointed to these positions and had served as President of EnPro’s Fairbanks Morse division from May 2012 to May 2018 and at other positions within our company since 2007.

Financial Highlights. For the full year,we experienced positive demand levelsincreased our segment margins to 10.2% and increased activity in many of our markets. In our Sealing Products segment, we experienced strong demandnet income by 95% despite challenging conditions in the semiconductor,heavy-duty trucking, automotive, and general industrial markets that resulted in an approximately 5% decline in sales. We experienced growth in the food and pharmaceutical, general industrial, aerospace, metals & mining, and heavy-duty truck OE end markets. Positive market momentum in these markets was partially offset by continued softness in the industrial gas turbines market, which led to our decision to exit our facility servicing that market. In our Engineered Products segment, we benefited from strong demand in the oil and gas markets.

EnPro Operating System. We increased and general industrial markets. expanded the capabilities that we leverage across the company to drive continuous improvement and increase shareholder value. The EnPro Operating System is based on a philosophy of continuous learning, transparency, decision-making and ownership-based leadership. At the center of the EnPro Operating System is the EnPro Capability Center, which is composed of functional experts across a variety of disciples, including commercial excellence, data science, acquisition integration, automation, leadership development, supply chain, data sciences and lean manufacturing. During the year, we appointed a dedicated leader that is responsible for the development and implementation of these capabilities across the company.

Sustainability. In September 2019, we issued our Power Systems segment, enginefirst corporate sustainability report that highlights our company’s environmental performance, cultural initiatives, ethics and compliance practices, innovation efforts, employee training programs, and safety initiatives and accomplishments. The report addresses topics that are most relevant to the company’s stakeholders, including the company’s environmental and social impacts on the world, and those factors that drive long-term value creation. With this inaugural report, EnPro joins the global community

In December 2019, we announced an agreement to divest our Fairbanks Morse division, which constituted our Power Systems segment. Fairbanks Morse manufactures large, complex power systems, primarily serving the U.S. military. This transaction, which closed in January 2020, further bolsters our balance sheet and improves our flexibility to deploy capital towards businesses with characteristics that align with our strategic M&A criteria.

Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, and management practices. During these conversations in 2018,2019, our shareholders generally supported our compensation practices and policies. We did receive constructivecommunicated the investor feedback which was communicatedon our compensation practices to the Committee.Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

All of our non-management directors sit on our Compensation and Human Resources 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 role of the executive officers

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

The role of the independent executive compensationcompensation consultant

The Committee engages an independent compensation consultant to provide expertise on competitive pay

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

•the executive compensation and market competitiveness studies described below;

•internal pay fairness;

•comprehensive compensation histories for each of our executive officers which include each element of compensation and benefits (salary, incentive awards, equity grants, retirement benefits, and possible severance or change in control payments);

•the impact of tax and accounting rules;

Stock ownership and retention requirements

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

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

We check for compliance with this policy in connection with our board of directors meeting held each February. As of the date of the Committee’s February 20192020 meeting, alleach of our current named executive officers who have been executive officershas held his current office for at least five years held at least the minimum number of shares.

Annual compensation decisions

We generally make compensation decisions and grant equity and other compensation awards only on an annual basis. We make interim adjustments and awards only in unusual circumstances, such as in connection with a material change in an executive officer’s responsibilities.

•awarded him stock options to purchase 40,937 shares of common stock at an exercise price of $66.31 per share (the closing price per share of the company’s common stock on the date of the award), which stock options vest and become exercisable, subject to Mr. Riley’s continued employment, in equal installments on the third, fourth and fifth anniversaries of the date of grant and, of which, options to purchase 4,524 shares are intended to qualify as incentive stock options.

Except to the extent the context otherwise provides, the discussion and analysis with respect to the compensation of Mr. Riley in 2019 combines the Committee’s actions taken, and awards made, in both February and in connection with his promotion to Chief Executive Officer and President in July 2019.

Base salary

Base salaries give our officers a relatively secure level of compensation. Adjustments to base salary rates typically are made in February of each year and are effective on or about April 1, though mid-year adjustments may be made in the event of promotion or other special circumstance. In February 2018,2019, the Committee increased Mr. Macadam’sRiley’s annual base salary rate by 1.4%.an aggregate of 36.5%, principally due to the increase of his responsibilities upon his appointment as President and Chief Executive Officer. In February 2018,2019, the Committee also adjusted the base salary rates of the other currently employed named executive officers in 2018 from the levels paid in 2017.2018. These increases averaged 4.2%6.2%, with individual increases ranging from 2.9%4.1% to 6.1%8.0%. In April 2018, the Committee

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