UNITED STATESSCHEDULE 14A

SECURITIES AND EXCHANGE COMMISSION(Rule 14a-101)

Washington, D.C. 20549INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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

Exchange Act of 1934 (Amendment No.)

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

EnPro Industries, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Annual Meeting of Shareholders

The 20212022 Annual Meeting of Shareholders of
EnPro Industries, Inc. will be held at:

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

Tuesday, May 4, 2021Friday, April 29, 2022 at 11:30 a.m.

Contents

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

Letter from our

President and Chief Executive Officer

Dear Shareholder: On behalf of the board of directors and management of EnPro Industries, Inc., I invite you to our annual meeting of shareholders. It will be held at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, on Tuesday, May 4, 2021Friday, April 29, 2022 at 11:30 a.m.

This year, our shareholders will be asked to:

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

Notice of 20212022

Annual Meeting of Shareholders

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

TO BE HELD ON MAY 4, 2021:APRIL 29, 2022: The proxy statement and 20202021 annual report to shareholders are available at:

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

By Order of the Board of Directors,

Robert S. McLean

Secretary

March 26, 202125, 2022

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20212022 Proxy Statement

Proxy statement summary

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

Annual meeting of shareholders

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

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

By Internet at www.proxyvote.com

By telephone at 1-800-690-6903

By mailing your proxy card

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

Voting recommendations

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Our director nominees

See “Proposal 1—Election of directors” (page 13) and “Corporate governance policies and practices” (page 20)21) for more information.

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

Our directors’ diversity, tenure and skills

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

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Director Experience and Qualifications

Corporate governance matters

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive board, held to the highest standards of corporate governance, is a tangible advantage for our shareholders and for our businesses. Our board makes substantial efforts to meet such standards.

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Executive compensation

For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 27)29), “Compensation discussion and analysis” (page 30)32) and “Executive compensation” (page 46)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.

Our executive officers’ compensation: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 2020,2021, we awarded stock options and restricted stock units that vest over three years, both to encourage retention and to provide an incentive for performance to increase the value of our shares.

We have structured our compensation programs to align with the interests of our shareholders and to result in payment based on our performance.

We routinely engage with our shareholders to discuss any concerns about our compensation programs. Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, sustainability,business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2020,2021, our shareholders noted support for our practicesperformance-driven agenda and policies, including our compensation practices. We communicated thecommunicate 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.

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Compensation analysis

Our compensation program ties incentive compensation pay to the achievement of both annual and long-term goals for the performance of our company. We set these goals each year and award both annual and three-year incentive awards tied to achieving these goals. In 2020,2021, 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 paymentcompensation 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 payoutpayout. For 2020,2021, the performance measures and weightings for the annual performance plan were adjusted EBITDA and cash flow return on operating capital (or “Cash Flow ROIC”), which performance measures are described on pages 39 and 40.page 42. These performance measures were selected to focus our leaders on efficient capital deployment of assets they can control—working capital and capital expenditures—and earnings on those assets. The following charts show the relative weighting of these performance measures in our 20202021 annual incentive compensation awards, and our actual payout performance level against the target level of performance for each of the two performance measures (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level equal to 66% ofthat exceeded the targetmaximum performance level for that performance measure. The below-target levelmeasure as a result of strong performance against this measure resulted primarily from lower volumes inacross most of our served markets resultingbusinesses, reflecting continued growth in our Advanced Surface Technologies segment, efficiency gains in our Sealing Technologies segment, the benefits of prior- period portfolio reshaping, responsive pricing action, which largely offset material cost increases, and a stronger than expected rebound from the COVID-19 pandemic.lows of 2020. We achieved a Cash Flow ROIC that exceeded 200% of the targetmaximum 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. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

Long-term compensation. In February of each year, we make long-term compensation awards to our executive officers. In 2020,2021, these awards were made in the form of restricted stock units, stock options and long-term incentive compensation awards, whichwith the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to long-term incentive compensation awards. This is a new long-term 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. These changesIn recognition of Mr. Vaillancourt’s increased responsibilities, upon his appointment as President and Chief Executive Officer in November 2021, additional awards were granted to him with the same relative allocation. We believe this long-term compensation program were made to better alignstructure aligns our executive compensation structureincentives with the company’s long-term business strategy and to alignaligns and focusfocuses our senior teams on the share value impact of all decisions, including capital deployment, dispositions and acquisitions, and to encouragewhile encouraging agile decision-makingdecision- making not influenced by the pursuit of metrics established at the beginning of the performance period that mightmay become outdated in light of our portfolio-shaping transactions and couldthus fail to incentivize appropriate value creation by the end of the three-year performance period.

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

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The long-term incentive compensation awards granted in 20202021 (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

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

In February 2018,2019, executive officers were granted long-term incentive plan (“LTIP”) awards payable in stock and LTIP awards payable in cash for the three-year performance cycle that ended on December 31, 2020.2021. The performance measure for the LTIP awards payable in cash was adjusted return on invested capital, which return measure included goodwill and other intangible assets. The performance measure for the LTIP awards payable in stock was rTSR. These performance measures are described in greater detail on page 41.43. In 2020, the Compensation and Human Resources Committee adjusted the LTIP awards payable in cash into two periods in order to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted return on invested capital. In February 2021,2022, the Compensation and Human Resources Committee certified the level of performance with respect to the LTIP awards.

The following charts illustrate the allocation of value among the restricted stock units (RSUs), stock options and Performance Share Awards (valued at target) awarded to executive officers in February 20202021 (which does not include the special awards made to Mr. Vaillancourt in November 2021 described above) and the actual performance level as a percentage of target (weighted for the LTIP awards payable in cash between the two performance cycles) and payout level relative to the respective target levels (shown at 100%) of the LTIP awards for the 2018-20202019-2021 performance cycle made to the executive officers. Performance on the rTSR measure for LTIP awards payable in stock was below thresholdbetween the target and maximum level resulting in no payout at 125% of the target level and performance on the measure for LTIP awards payable in cash was aboveat the target rangelevel for the one-year cycle ended December 31, 2019 and below the threshold level for the two-year cycle and below the threshold for the one-year cycle,ended December 31, 2021, resulting in a 81%33% payout.

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General information

The enclosed proxy is solicited on behalf of the board of directors of EnPro Industries, Inc., in connection with our 20212022 annual meeting of shareholders. The meeting will be held on Tuesday, May 4, 2021,Friday, April 29, 2022, at 11:30 a.m. at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina. You may use the enclosed proxy card to vote your shares whether or not you attend the meeting. Please vote by following the instructions on the card.

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

Every vote is important! Please vote your shares promptly.

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

We are mailing our 20202021 annual report, including financial statements, with this proxy statement to all shareholders who hold shares directly in their own names. We will begin mailing materials to these registered shareholders on or around March 26, 2021.25, 2022. If you are a beneficial owner whose shares are held in street name in an account at a bank, securities broker or other nominee, you should receive the annual report, proxy statement and a proxy card directly from the nominee.

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

What is the purpose of the annual meeting?

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

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

Who is entitled to vote at the meeting?

You may vote if you owned EnPro common stock as of the close of business on the record date, March 11, 2021.10, 2022. Each share of common stock is entitled to one vote onfor each matterdirector 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, 20,596,10620,797,774 shares of EnPro common stock were outstanding and eligible to vote. The amount does not include 181,826180,576 shares held by an EnPro subsidiary.

Who may attend the meeting?

Holders of EnPro common stock whose shares are recorded directly in their names in our stock register (“shareholders of record”) at the close of business on March 11, 202110, 2022 may attend the meeting. In addition, shareholders who hold shares of our common stock in “street name,” that is, through an account with a broker, bank, trustee, or other holder of record, as of such date may attend the meeting by presenting satisfactory evidence of ownership as of the March 11, 202110, 2022 record date. Our invited guests may also attend the meeting.

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

In response to the COVID-19 pandemic, health and safety protocols will be followed at our annual meeting. All seating will be appropriately spaced to ensure proper social distancing and attendees will be required to wear a mask or other acceptable face covering during the meeting.

How do I vote?

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

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

Shareholders owning shares in street name: If you hold your EnPro shares in street name, your ability to vote by Internet or telephone depends on the voting process of the bank, broker or other nominee through which you hold the shares. Please follow their directions carefully. If you want to vote at the meeting, you must request a legal proxy appointment from your bank, broker or other nominee and present that legal proxy appointment, together with proof of your identity, to company officials as you attend the meeting.

How do I vote my 401(k) shares?

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

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

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

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

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

Shareholders of record: Shareholders of record may change their votes in one of twothree 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.

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If you hold your shares in street name and do not give your bank, broker or other nominee instructions for voting your shares, your shares will be considered to be “uninstructed.” Your nominee generally has the authority to vote “uninstructed” shares at its discretion only on matters that are “routine” under the rules of the New York Stock Exchange (NYSE)(the “NYSE”). For our 20212022 meeting, only the ratification of our independent accounting firm (Proposal 3) is considered routine by the NYSE. The election of directors and matters related to executive compensation are not considered routine. Without your instruction, your shares will not be voted in these matters (Proposals 1 and 2).

What vote is required to approve each item?

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

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

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

Proposal 3: Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. 2022.The ratification of the appointment of our independent accounting firm will be approved if more votes are cast “For” the proposal than are cast “Against” it.

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

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

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

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

You may examine a list of the shareholders of record entitled to vote at the annual meeting. The list will be available at our offices at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, from March 26, 202125, 2022 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.

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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.

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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 20202021 annual report to shareholders, which includes our 20202021 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 $20,000.

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

Who will count the votes?

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

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Beneficial ownership of our common stock

Beneficial owners of 5% or more of our common stock

The following table sets forth information about the individuals and entities that beneficially owned more than five percent of our common stock as of March 1, 2021.2022. This information is based solely on SEC filings made by the individuals and entities by that date.

Director and executive officer ownership of our common stock

The following table sets forth information as of March 1, 20212022 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.

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Section 16(a) reports

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

We have reviewed the copies of the Section 16 reports filed with the SEC. Based solely on this review and written representations of our directors and officers, we believe that no director, officer, or 10% shareholder failed to timely file in 20202021 any report required by Section 16(a).

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

At our annual meeting, shareholders will be asked to elect nineten directors who will hold office until our 20222023 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors who were elected at the 2020 annual meeting of shareholders and whose terms would otherwise expire upon the election of directors at the meeting. The average tenure of the independent directors nominated for election at the annual meeting is 8.4 years, with the tenure of the incumbent directors ranging from 2.40.4 to 1415 years.

In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. Ms. Reinsdorf, who was elected as a director by the board in September 2021, brings to the board strong expertise in governance, risk management and legal matters as well as extensive experience in strategic planning and M&A, including in many of EnPro’s end markets. The selection of Ms. Reinsdorf was the result of a deliberative process undertaken by the Nominating and Corporate Governance Committee of our board of directors. This committee is composed entirely of independent directors. Ms. Reinsdorf was recommended to the Nominating and Corporate Governance Committee by a director search firm retained by the Nominating and Corporate Governance Committee. Mr. Vaillancourt also joined the board of directors in 2021 when the board of directors elected him as a director in connection with the board’s appointment of him as our President and Chief Executive Officer in November.

All nominees have indicated that they are willing to serve as directors if elected. Properly executed proxies that do not contain voting instructions will be voted for the election of each of these nominees. If any nominee should become unable or unwilling to serve, the proxies will be voted for the election of a person designated by the board of directors to replace the nominee. Under our bylaws, no person less than 18 years of age is eligible to be elected as a director.

The board of directors unanimously recommends that you vote “FOR” the election of each of the nominees for director named on the following pages.

Nominees for election

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Diane C. Creel   Age 7273 Director since 2009                   Experience: Ms. Creel served as Chairman, Chief Executive Officer and President of Ecovation, Inc., a waste-to-energy systems company, from May 2003 until her retirement in September 2008. Before joining Ecovation, Ms. Creel was Chairman, Chief Executive Officer and President of Earth Tech, Inc., an international consulting engineering firm, a position she held from January 1991 to May 2003. She joined Earth Tech as Vice President in 1984 and served there as Chief Operating Officer from 1987 to 1991.   Ms. Creel was director of business development and communications for CH2M Hill from 1978 to 1984, manager

of communications for Caudill Rowlett Scott from 1976 to

1978,to1978, and director of public relations for LBC&W, Architects-Engineers-PlannersArchitects- Engineers-Planners from 1971 to 1976.   Ms. Creel has a B.A. and M.A. from the University of South Carolina.   Current public company directorships:   •   Allegheny Technologies Incorporated (lead director)AECOM   •   TimkenSteel Corporation   Public company directorships in the last five years:   •   Timken Corporation •   URS CorporationAllegheny Technologies Incorporated   Qualifications:   •   Extensive senior management experience, including 15 years as a CEO/Chairman of the Board.   •   Experience in and knowledge of mergers and acquisitions, environmental matters, corporate governance, strategic planning, finance, executive compensation and benefits and international markets.

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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 twothree female directors one director who is a person of color, and three directors whose careers involved working either entirely or substantially outside the United States. 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 the board included a racially diverse director elected at the 2021 annual meeting, subsequent changes in the board not anticipated at that time have resulted in the board not currently including a racially or ethnically diverse member.

The board commits to recruiting a racially or ethnically diverse board member in advance of the 2023 annual meeting of shareholders.

Board leadership structure

The primary responsibility of our board of directors is to oversee and direct management in its conduct of our business. Members of the board are kept informed about our business through discussions with the Chairman and our officers, by reviewing materials provided to them, and by participating in board and committee meetings. In addition, non-management directors meet periodically in executive session without members of management present. These sessions are presided over by the Chairman of the Board of Directors, presently Mr. Hauser, who is functionally our lead independent director.

We believe that the positions of Chairman of the Board of Directors and Chief Executive Officer should be held by separate individuals, and they have been since the inception of our company. The role of Chairman is a non-executive position currently filled by Mr. Hauser, an independent director. Mr. Riley,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. RileyVaillancourt and includes Mr. Hauser and the chairs of the other board committees. Its primary function is to exercise the powers of the board as and when directed by the board or when the board is not in session, excluding powers which may not be delegated to a committee of directors under North Carolina law. The committee did not meet in 2020.2021.

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 fourfive times in 2020.2021. Mr. BurnsHumphrey is the chairman.chair of the committee.

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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.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 fourfive times in 2020.2021. Mr. Botts is the chairman.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 fivefour times in 2020. Mr. Hauser2021. Ms. Reinsdorf is the chairman.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 attendsattend the committee’s meetings.

Meetings and attendance

The board met five17 times in 2020. Board2021. 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 2020,2021, 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. Our 20202021 annual meeting was held shortly afterduring the United States began to more broadly experience the outbreak of COVID-19 pandemic and was held at our corporate headquarters. All of the directors participated telephonically and were available to address any questions that might have been raised by shareholders at the meeting; none of the directors attended physically in light of then recently imposed restrictionsthe pending COVID-19 pandemic and otherrelated safety concerns.concerns, as well as the historical lack of shareholder attendance at the company’s annual meetings. 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 20202021 annual meeting.

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Corporate governance policies and practices

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

Corporate Governance Guidelines and Code of Business Conduct

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

Our Corporate Governance Guidelines also:

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

The Code requires all transactions by directors or employees that would create a conflict of interest, including related party transactions that require disclosure in our proxy statement, to be reviewed by a member of our internal Corporate Compliance Committee or an attorney in our legal department. The Code also requires the transaction to be presented to our Chief Executive Officer and the Audit and Risk Management Committee. The Code does not include specific procedures for dealing with these transactions, but allows them to be dealt with case-by-case as they arise. All members of the board and all officers must annually certify their compliance with the Code. Each member of the board and each officer certified compliance without exception in the first quarter of 2021.2022.

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

The EnPro board exercises oversight with respect to corporate social responsibility and sustainability matters directly and through its committees. For example, the Compensation and Human Resources Committee annually reviews our human capital management strategies, including talent development, and more frequently considers matters with respect to employee safety, retention and diversity. Our emphasis on corporate social responsibility and sustainability is at the core of how EnPro does business. We believe this focus creates long-term value and better returns for our stakeholders and positions our business for ongoing success. This focus aligns with and includes our human capital strategy of attracting and retaining the most talented people, protectingnurturing their mental and physical health and fostering their development. Our approach to sustainability includes engagingDuring 2021, we completed a number of actions as it moved forward with the development and implementation of a comprehensive Environmental, Social and Governance (ESG) strategy. The most significant accomplishment was the completion by ISS Corporate Solutions (ICS), a leading ESG advisory firm, of a materiality assessment, a fundamental step in the development of a robust ESG program. Working with an EnPro team members across departmentsco-chaired by the company’s senior director of strategy and finding collaborative ways to establishenvironmental director, ICS , through interviews with, and maintain high standardssurveys of, management, employees, investors, customers and suppliers, provided EnPro with an understanding of how different stakeholders view various ESG risk areas and a basis for social responsibilitymaking educated decisions about strategy, goals and sustainability.use of internal resources. We have developed a comprehensive, multi-year, multi-faceted ESG strategy based on the materiality assessment and management analysis and have begun implementation of that strategy.

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

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

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

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

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

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

Diversity and inclusion.. Our “Deliberately Diverse” primary intention underscores our beliefWe believe that a diverse workforce is critical to our success and we have increasedsuccess. We continue to utilize inclusive practices within our focus on growing an inclusive workplace. Our senior leadership is committed to an inclusive and diverse workforce, which is exemplified by our CEO’s direct involvement in many of our key Diversity and Inclusion (“D&I”) initiatives. In 2020, our senior leadership team delivered bias-awareness training to our global employee population and our CEO leads several of our platforms that foster an inclusive workplace. Our talent acquisition practices further support our commitment to a diverse workforce. We requireprocess, such as requiring diverse candidate slates as well asand diverse interview panels, and have implemented other tools and structures to reduce bias during the interview and selection process. As a result, ourOur percentage of female promotions in the U.S. has increased by 10%11% since January 2019. FemaleGender, ethnic and minority representationracial diversity among our senior leadership team has increased by 5%is 40%, which marks a 10% increase since December 2019.

During calendar 2020,2021, we hosted 3248 weekly “Courageous Conversations/Mid-Week Mindfulness Sessions”,Conversations,” which focus on diversity, personal development and well-being and are open to all employees globally. We hosthosted 26 quarterly calls for our employee resource groups such asthat are focused around the following employee communities: Women@EnPro, Women in Engineering, LGBTQ+Mental Health, PRIDE, Community of Color, Asian and community of color employees.European Colleagues. These platforms further create and promote spacesan environment at EnPro that encourage our colleagues to bring their wholefull selves to work.

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

Supporting our communities. We believe we have an obligationIn connection with our commitment to improve the quality of life inpromoting diversity and improving the communities where we operate. We help create strong, vibrant, and resilient communities through our employees our foundation, community initiatives,live and corporate matching program.

Inwork, in 2020, we officially launched the EnPro Foundation to support charitable, educational, and other organizations working to advance education, equality, diversity, and the preservation of human dignity. We have initially fundedDuring 2021 we were able to provide grants of $20,000 to five organizations who support our foundation’s purpose to “Support the foundation with $1 millionrelease of human possibility by investing in underserved populations in the areas of professional, educational, personal, and have assembled a grant committee comprised of members of the EnPro workforce. To start, our foundation has made grants in support of:community development.”

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

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Sustainability. EnPro recognizes that climate change is a significant and complex challenge that we must address in partnership with all our stakeholders. We are committed to diligently exploring all opportunities to reduce our energy usage and to minimizing the resulting greenhouse gas emissions wherever economicallyemissions. In 2021, we implemented an internal system to collect electricity, natural gas and technically feasible. Butwater usage and cost data from each of our efforts go beyond that.manufacturing facilities. This data will allow us to establish an energy use and greenhouse gas (GHG) baseline. In recent years, we have committed to gradually and strategically reducing carbon outputs generated by our businesses. We have divested certain carbon-intensive lines of business and selectively disengaged with market sectors that are highly carbon-intensive. We have acquired businesses that are less carbon intensive and sell into less carbon intensive markets. We measure our progress in a variety of ways, including monitoring the percentage of our revenue that comes from sectors such as the oil and gas industry. Currently, approximatelyIn 2021, less than 8% of our revenue comescame from this industryindustry. With our divestiture of the Compressor Products International business (“CPI”) in December 2021, this percentage will substantially decrease, and we anticipate this percentage to decrease over time as ourthat any further strategic transformation continues. Manytransactions will lead to further reductions in this percentage. In addition, many of our products, such as gaskets and seals, protect our environment by helping to contain and prevent the release of harmful substances. We also design, manufacture and sell numerous products that support the supply of electricity from sustainable sources, including seals for nuclear power plants and bearings that enable wind and solar power.

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

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Director independence

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

To determine independence, the board used the definition of an “independent director” in the NYSE listing standards and our Corporate Governance Guidelines, which categorize a director as independent only if the board affirms the director has no outside material relationship with our company (either directly or as a director, partner, shareholder or officer of an organization that has a relationship with us). Each director has completed a questionnaire to identify any relationships he or she may have with us or with any of our executive officers or other directors. After discussing all relationships disclosed in the responses to these questionnaires, the board determined that no director, except Mr. Riley,Vaillancourt, has a material relationship with the company other than as a director and all directors, except for Mr. Riley,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 expertexperts

The board of directors has determined that each of Mr. Hauser and Mr. Humphrey, a membermembers of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 401(h) of the SEC’s Regulation S-K. At its February 20212022 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:

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.

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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:

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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 6163 for a description of the requirements to be followed under our bylaws in submitting a candidate and the content of the required statements.

Nomination process

The Nominating and Corporate Governance Committee annually reviews a matrix, similar to the matrix appearing on page 3, which compares the skills of our current directors with all of the skills we have identified as necessary to maintain an attentive, high-functioning board. WhenIn 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 whichthat would add value to the board and if the candidate meets all of the requirements for membership, the Committee will recommend the candidate to the full board for nomination for election or appointment (if the purpose of the search was to fill a vacancy).

Before recommending a sitting director for re-election,In February 2022, the Nominating and Corporate Governance Committee considers whether the director’s re-election would be consistent with the criteria for board membership inof directors amended our Corporate Governance Guidelines (as described above),to increase the skills identified in the matrix used by the Committee (as described above) and applicable rules and requirements of the SEC and NYSE. This process includes a review by the Nominating and Corporate Governance Committee of the responsesage from 72 to the annual director questionnaires.

Since Mr. Burns and Ms. Creel are each 72 years of age, pursuant to our Corporate Governance Guidelines described above, they may74 at which individuals would not be nominatedeligible for nomination for election or re-election as directors unless the Nominating and Corporate Governance Committee and our board of directors, by a vote of a majority of directors (not including Mr. Burns and Ms. Creel)the affected directors), specifically determine that, in light of all the circumstances, it is in the best interests of our company and our shareholders that each of themsuch individuals be nominated for election or re-election. In making this determination, board of directors considered, among other things, the following:

The board believes that the continued service of each of these directors maintains a desirable level of continuity on the board of directors in light of these unique circumstances and accordingly the amendment to this provision is in the best interests of the company and its shareholders. The determination to nominate each of Mr. Burns and Ms. Creel for re-election as a directoramend the Corporate Governance Guidelines was made by a unanimous vote of the Nominating and Corporate Governance Committee and our board of directors, other than Mr. Burns and Ms. Creel who each exceeded 72 years of age at the time of the amendment and who therefore recused themselves from the vote in each instance.

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

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With respect to the nomination of Mr. van der Graaf for re-election as a director, the Nominating and Corporate Governance Committee and board of directors considered the results of the shareholder vote for his election at the 2021 annual meeting, at which approximately 78.5% of the shares voted were cast in favor of his election. The Nominating and Corporate Governance Committee and the board of directors determined that the difference between the shareholder support for the election of Mr. van der Graaf at that shareholders meeting as compared to the support for the election of the company’s other directors then elected was attributable to the withhold vote cast by the company’s largest shareholder with respect to Mr. van der Graaf. After engaging with that shareholder, we understood that its withhold vote resulted from that shareholder’s application of internal voting guidelines that attributed twice the weight to Mr. van der Graaf’s service as the chair of European public company boards of directors as compared to service on U.S. public company boards of directors, resulting in aggregate board service exceeding the level permitted under its internal guidelines since Mr. van der Graaf then served as the chair of two European public company boards of directors.

As Mr. van der Graaf currently serves on only one other public company’s board of directors as a result of the acquisition of GrandVision N.V., the Nominating and Corporate Governance Committee believes that the concern raised by that shareholder leading to its withholding support for Mr. van der Graaf at the 2021 annual meeting has now been addressed. In addition, the Nominating and Corporate Governance Committee and board of directors determined that Mr. van der Graaf is and has been very engaged in his service as a director of EnPro and brings to the board strong European and global management experience, as well as extensive experience regarding ESG matters.

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

Communications with the board

Shareholders and other interested parties can communicate with our board in various ways. They may write the board at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209; they may contact the board anonymously and confidentially through our EnTegrity Assistance Line; and they may attend our annual shareholders meeting, where they will have the opportunity to talk directly tospeak 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 2020:2021:

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.

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Employee directors receive no compensation for serving on our board.

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

Non-employee directors are generally granted 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 17, 2021,16, 2022, 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

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cash account are credited with a return based on an investment option chosen by the director from those available under our Retirement Savings Plan for Salaried Employees (excluding our common stock). Fees deferred into a stock account are credited with stock units, each equal in value to the fair market value of one share of our common stock on a given date. All amounts deferred are payable after a director ceases his or her service on the board. As of December 31, 2020,2021, the following directors had deferred compensation balances under the plan: Mr. Botts, 2,836.52,869 stock units; Mr. Brueck, 9,603.39,711 stock units; Mr. Hauser, $1,785,137 $2,163,522 and 8,197.88,292 stock units; and Mr. Humphrey, 5,382.16,410 stock units.

The following table presents the compensation we paid to all non-employee directors for their service in 2020.2021.

20202021 Non-Employee Director Compensation

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There have been no changes to the compensation of non-employee directors for 2021, except that directors will receive an annual grant of vested shares equal in value to approximately $110,000 in lieu of the annual grant of phantom shares of the same amount, unless they elect to continue to receive that amount as phantom shares.2022.

20212022 PROXY STATEMENT    |    2527    |     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 20202021 consolidated financial statements and our internal control over financial reporting, and has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In meeting with the Audit Committee, management informed the committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Management further informed the Audit Committee principles and that our internal control over financial reporting was not effective as of December 31, 2020, the reasons therefor and the progress toward remediation of previously identified deficiencies in internal control over financial reporting.2021. 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 20202021 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, 20202021 to be filed with the SEC.

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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 20212022 annual meeting of shareholders.”

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

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

We achieve our objectives through compensation that:

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. For 2020,2021 we selected a combination of incentive performance measures that focus on driving operating earnings and rewarding the appropriate use of capital, and include a relative shareholder return measure to evaluate our performance relative to a peer group. We set goals against these measures and make little or no payment for poor performance against our goals, though our executives can earn significant payment relative to their salary levels for superior performance against them. In 2020,2021, 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.

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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 2020,2021, our shareholders generally supportednoted support for our performance-driven agenda and policies, including our compensation practices and policies.practices. We communicated thecommunicate 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 voteFORthe adoption of the resolution approving, on an advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement.

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Compensation and Human Resources Committee report on executive compensation

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

The section entitled “Compensation Discussion and Analysis” explains the material elements of our compensation program and provides an analysis of the material factors underlying the committee’s compensation policies and decisions. The committee has reviewed and discussed the section with management, and recommended to our board of directors that it be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2020.2021.

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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 20202021 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 20202021 are:

Executive summary

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

Summary of business highlights

Strategic Focus. 2021: A transformational year for EnPro.EnPro achieved a number of strategic objectives in 2020 asIn 2021, we continued successfully on a path to transform our portfolio of businesses and deliverbusiness despite ongoing challenges as the COVID-19 pandemic entered a second year. We further executed on our profitableportfolio reshaping efforts by divesting two businesses that did not meet our long-term growth strategy, while successfully navigatingor cash flow return on investment metrics. We continued to invest in our best growth opportunities, expanded our position in the challengessemiconductor market with the acquisition of NxEdge and remained focused on the COVID-19 pandemic.safety, development and growth of our colleagues.

EnPro IsWe are a Leading Industrial Technology Company Using Materials Science to Push Boundaries in Semiconductor, Life Sciences,leading industrial technology company that focuses on unique applications that serve a diverse set of faster-growing end markets. Many of our products and Other Technology-Enabled Sectorsservices offer sustainable environmental, safety and reliability attributes that our customers greatly value. We focus on:   •   Focusing on niche,Unique, high-margin materials-science-related businesses with strong cash flowproducts and services that offer competitive differentiation and application engineering expertise. •   MaintainingA strong aftermarket for many of our high aftermarket exposureproducts and investingservices that deliver consistent and reliable revenue streams and less cyclicality in faster growth endgrowing markets globally. Many of our products and services offer environmental and safety benefits in harsh environments. •   Leveraging the EnPro Capability Center and supply chain discipline to increase margins, ensure product quality and availability with a focus on cash flow return on investment •   Maximizing long-term shareholder returns through commitment to disciplined capital allocation, sustainable and expanding margins and above-average revenue growth

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

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

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We continued to take transformative actions in 2021 to reposition our portfolio toward less cyclical businesses that serve faster growing markets and generate higher returns on invested capital. Our portfolio reshaping strategy began with the completion of the sale of Fairbanks Morse in January 2020 and continued throughout 2020 with divestitures and product line rationalizations focused on improving profitability and returns in our Sealing Technologies and Engineered Materials segments. We continued these efforts in 2021 with the sale of our Polymer Components product lines, within our Sealing Technologies segment, and the divestiture of CPI, within our Engineered Materials segment.

In February 2021, we completed the realignment our businesses into three new reportable segments: Sealing Technologies, Advanced Surface Technologies and Engineered Materials. Sealing Technologies is comprised of our Garlock, Stemco and Technetics businesses. Advanced Surface Technologies is made up of Technetics Semi, LeanTeq, Alluxa and our newly acquired NxEdge businesses. Engineered Materials is comprised of GGB and GPT.

In March 2021, we implemented a new global brand, to better articulate our portfolio of high-margin growing businesses and unique culture of collaboration and development. This action furthered identity and purpose within our organization.

Acquisitions. In December 2021, we completed the acquisition of NxEdge, a leading provider of advanced manufacturing, cleaning, coating and refurbishment products and services serving the global semiconductor market. With the addition of NxEdge, our Advanced Surface Technologies segment offers global customers a portfolio of cutting-edge products and services in a diverse group of end-markets, most notably, semiconductor.

Divestitures. In January 2020,September 2021, we divested Fairbanks Morse, which constitutedcompleted the divestiture of our former Power Systems segment. Fairbanks Morse manufactures large, complex power systems, primarily forpolymer components business. Headquartered in Houston, Texas, the U.S. Navy. We sold the division for $450 million in cash and used the net proceeds to pay downpolymer components business unit was part of our revolving credit facility and provide liquidity for strategic investments such as the fourth quarter acquisition of Alluxa.Sealing Technologies segment, with annual revenue approximating $40 million.

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

Within Engineered Materials, in late November 2020December 2021, we completed the divestiture of CPI. CPI, which was held in our Engineered Materials segment, is a leading provider of products and services for reciprocating compressors primarily serving the global petrochemical and oil & gas markets. Following the sale, of GGB’s bushing block businesswe have only marginal exposure to oil and gas markets in Dieuze, France to refocus the business on higher-margin product lines.our existing portfolio.

Financial Highlights.highlights. ForSales increased 14% organically in 2021, as markets recovered from the full year,pandemic lows of 2020; with some end-markets, such as semiconductor, food & pharma, general industrial and power generation showing strong growth, with some markets, such as aerospace and automotive, remaining tepid. In 2021, our adjusted EBITDA margin expanded approximately 170by 260 basis points in the face of the ongoing impact of COVID-19 on the broader global economy and a resulting sales decline of 11% to $1.1 billion. Growth in semiconductor, food and pharma, and power generation, including contributions from the acquisitions of LeanTeq, the Aseptic Group, and Alluxa, was more than offset by market weaknesses18.3% driven by the global COVID-19 pandemic, includingcontinued portfolio reshaping toward our most profitable, dynamic business, cost discipline in the general industrial, oila volatile raw material environment and gas, heavy-duty truck, aerospace, and automotive markets. Oursolid organic sales decline also reflected business divestitures during the year as we continued to reshape our portfolio.growth.

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

Our three segments are as follows:

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

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

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

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

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

We plan to issue our next sustainability report in mid-2021 to update stakeholders on progress since2023; following the distribution of our initial comprehensiveinaugural sustainability report in 2019.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 monitor data from our global facilities and seek to improve our energy usage, greenhouse gas emissions, water usage, and waste generation.

COVID-19 Response. In March 2020, Through 2021, we established a COVID-19 Response and Support Team (the “Support Team”), which is made up ofcontinued measuring our global executive leadership team with representatives from each functional area within the organization. The Support Team is working diligently to manage our business continuity plans and coordinated response. We have planned for several contingency scenarios and have taken decisive, informed action to limit the spread of COVID-19 while ensuring the continuity of our businesses. Our actions have been directed and informed by our internal safety protocols, international health organizations, such as the WHO and the Centers for Disease Control, as well as local governments. We have local response teams at each of our facilities who are available to respond to changes as they occur.

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

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

Shareholder engagement

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

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Continued COVID-19 response. Throughout 2021, we continued our firm protocols to ensure the safety and wellbeing of our colleagues amidst a continuation of regional COVID-19 safety and testing protocols, including mask protocols. Where possible, we encouraged vaccination for our colleagues and encouraged physical distancing and reporting processes throughout each of our businesses.

Dividends and share repurchases.In 2021, we paid quarterly dividends to shareholders of $0.27 per share, representing a 4% increase over per share dividend payments in 2020. 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 2021; instead, we chose to execute on our organic and inorganic growth initiatives.

Shareholder engagement

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 2021, our shareholders noted support for our performance-driven agenda and policies, 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 policies and practices with their interests.

At our 20202021 annual meeting, we asked our shareholders to support a non-binding resolution to approve the compensation paid to our named executive officers as reported in our proxy statement for that meeting. Of the shares voted “for” or “against” that proposal, approximately 96%92% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. While the April 2020May 2021 shareholder vote occurred after the structure for the 20202021 compensation awards had been set by the Committee, the 20202021 shareholder vote was considered by the Committee in determining the compensation program for 2021.2022.

20202021 executive compensation decisions at a glance

In 2020,2021, the Committee took several actions to adjust Mr. Vaillancourt’s compensation to reflect his increased responsibilities. Upon his appointment as Interim President and Chief Executive Officer on August 2, 2021, the Committee increased Mr. Riley’shis annual base salary rate by 6.5%from $412,000 to $600,000 and adjusted his 2021 annual cash incentive award opportunity under our annual cash performance plan, to be based on 100% of his annual salary rate at the basetarget level of performance and the results of operations of EnPro on a consolidated basis, with a payout opportunity at 200% upon achievement of the maximum level of performance, prorated for the period of his service after his appointment to those positions (with his annual cash incentive award for his service as President of the Sealing Technologies segment to be based on his prior target and maximum award opportunities and prorated to exclude his period of service after August 2, 2021). Upon his appointment as President and Chief Executive Officer on November 28, 2021, the Committee increased his annual salary rate to $800,000 and, in recognition of his increased responsibilities, including from his appointment of Interim President and Chief Executive Officer, increased the amounts of his long-term incentive compensation and aligned such awards, to the extent practical, to the terms of the respective form of awards made to him and the other NEOs as part of the annual award cycle in February 2021.

In 2021, with the exception of the special actions taken to address Mr. Vaillancourt’s increased responsibilities, the Committee continued its executive compensation program, with annual salary adjustments and annual incentive and long-term compensation awards similar to the program for incentive compensation that it first implemented in 2020. The Committee adjusted the annual salary rates of the other named executive officers employed throughout 20202021 from the levels paid in 2019 (with respect to Dr. Sweeney from her annual salary rate set when she was appointed Senior Vice President and Chief Human Resources Officer)2020 by an average of 7.8%6.5%, with individual increases ranging from 6.0%3.0% to 10.0%10.7%. Mr. Johnson’s base salary rate was set when he joined the company in

August 2020.

In 2020, the Committee made several changes to our executive compensation program with respect to annual incentive and long-term compensation awards. For the awards made in 20202021 under our annual incentive compensation plan, the Committee selected adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) as the equally weighted performance measures in lieu of adjusted EBITDA and adjusted return on invested capital (“adjusted ROIC”), which were the performance measures used for the annual incentive compensation awards granted in each of the three prior years.measures. Cash Flow ROIC is calculated in a manner similar to the adjusted ROICreturn on invested capital performance measure usedthe Committee had selected as a performance measure for the annual incentive awards granted inthree years prior years,to 2020, with the addition that the amount of capital expenditures and the change in average net working capital for the trailing twelve months are subtracted from the numerator. This changeThe Committee believes this measure places greater emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on improving cash flow of our existing businesses and reshaping our portfolio of businesses with a focus on owning businesses that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. These performance measures were selected also to focus operators on assets they can control – control—working capital and capital expenditures and earnings on those assets.

The following chart shows our actual payout performance level against the target level of performance for these awards (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level equal to 66% ofthat exceeded the targetmaximum performance level for that performance measure. The below-target levelmeasure as a result of strong performance against this measure resulted primarily from lower volumes inacross most of our served markets resultingbusinesses, reflecting continued growth in our Advanced Surface Technologies segment, efficiency gains in our Sealing Technologies segment, the benefits of prior-period portfolio reshaping, responsive pricing action, which largely offset material cost increases, and a stronger than expected rebound from the COVID-19 pandemic.lows of 2020. We achieved a Cash Flow ROIC that exceeded 200% of the targetmaximum 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. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

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For the long-term compensation awards made as part of the annual compensation review in 2020,February 2021, the Committee granted a mixture of time-vesting restricted stock units, stock options and Performance Share Awards (LTIP awards denominated in share units and payable in cash), with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. The Committee granted additional awards to Mr. Vaillancourt in November 2021 with the same relative allocation.

In February 2021, PROXY STATEMENT    |    33    |     ENPRO INDUSTRIES, INC. the Committee determined to substantially increase 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 in the Sealing Technologies and Engineered Materials segments, with the recognition that payouts under certain of the previously granted LTIP awards were adversely affected by the Company’s subsequent portfolio-shaping transactions. The Committee viewed this increase in long-term compensation awards as being limited to awards made at that time, with the expectation to thereafter provide long-term compensation awards at a proportionate level generally consistent with the Committee’s prior practices.

The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years.years (with the restricted stock units awarded to Mr. Vaillancourt in November 2021 vesting on the same dates as the awards granted in February 2021). The stock options become exercisable in equal annual installments, subject to continued employment, over three years and(with the stock options awarded to Mr. Vaillancourt in November 2021 vesting on the same dates as the awards granted in February 2021). 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 2020,2021, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 20202021 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. For the stock options awarded to Mr. Vaillancourt in November 2021, the exercise price per share was the closing price per share of our common stock on the NYSE on the trading day immediately preceding the date of grant because the stock options were awarded on a day that was not a trading day.

The payout amount for the Performance Share Awards is based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). EnPro is one of the companies included in this index. There are no payouts if our rTSR is below the 25th percentile, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The Performance Share Award amounts are denominated in shares of our common stock. For payout, the amounts with respect to share units earned under a Performance Share Award are to be converted to cash based the average fair market value per share of our common stock over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award.

The Committee made these changes to the long-term compensation program in its 2020 annual compensation review to better align our executive compensation structure with the company’s long-term business strategy and to align and focus our senior teams on the share-value impact of all decisions, including capital deployment, dispositions and acquisitions, and to encourage agile decision-making not influenced by the pursuit of metrics established at the beginning of the performance period that might become outdated and could fail to incentivize appropriate value creation by the end of the three-year performance period.

In prior years, the Committee had granted LTIP awards payable in cash based on the three-year adjusted return on invested capital that includes goodwill and intangible assets. As the Committee evaluated our company’s transformation strategy to actively evaluate our portfolio of businesses to improve long-term financial performance and provide capital for growth, it decided against continuing to grant awards using that measure due to disincentives that measure could create in pursuing portfolio adjustments, as well as the difficulty in setting appropriate performance targets over a three-year, or other long-term measurement period, including because of potential portfolio adjustments that could be made in pursuit of our portfolio strategy over that period. In prior years, the Committee had also granted LTIP awards payable in shares of our common stock based on our three-year rTSR performance. In light of our plan for the strategic transformation of EnPro, the Committee continued the use of rTSR as a performance measure for the Performance Share Awards granted in 20202021 to focus senior teams on the share value impact of all decisions, and align the management experience with the share value experience orof shareholders, as compared to the share performance of the peer group. For the Performance Share Awards granted in February 2021, the performance cycle is the three-year period ending December 31, 2023. The Committee determined to use the three-year period ending December 31, 2024 as the performance period for these additional Performance Share Awards granted to Mr. Vaillancourt.

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The Committee elected to award stock options to better align the compensation of the executive officers with shareholder interests and to incentivize the executive officers to shape the company’s portfolio of businesses and to operate the businesses in a way that results in long-term share appreciation. In addition,The Committee decided to award restricted stock units to further align the changecompensation of the executive officers with shareholder interests and to provide an incentive for retention. The pro rata vesting of the restricted stock awards over three years from the three-year cliff vested restricted stock awards granted in prior years aligns with the vesting practice of the majority of our peer companies. The Committee adjusted the allocation of the long-term compensation awards in 2020 from the 2019 allocation to modestly increase the total proportion of awards payable in equity. The Committee determined that the Performance Share Awards should be payable in cash to retain a cash component of long-term compensation consistent with its prior practices, and, because the Performance Share Awards are denominated as performance share units, the amount of any payout will depend on the value of our common stock at that time. 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, 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 connection with Mr. Riley’s cessation of service as our President and Chief Executive Officer on August 2, 2021, we entered into a letter agreement (the “Separation Letter”) providing that he will be eligible to receive the severance benefits applicable upon a termination other than for cause under our Senior Officer Severance Plan for the position of President and Chief Executive Officer (generally two times base salary, a prorated annual bonus based on the level of company performance in 2021, prorated vesting of outstanding performance-based long-term incentive awards (cash and performance share units) based on the level of achievement in the applicable three-year performance period, the right to exercise vested stock options for up to 24 months following his date of termination, COBRA premium payments and outplacement services), as well as continued access to the company’s office space in Washington D.C. through July 31, 2022. These entitlements were conditioned on, among other things, Mr. Riley’s execution and non-revocation of a release of claims and compliance with the terms of the Separation Letter and his restrictive covenant agreement with the Company (other than the noncompetition covenant). In connection with Mr. Riley’s cessation of service, all unvested stock options and restricted stock units that had been awarded to him were forfeited, while LTIP awards will pay out based on performance over the relevant period, prorated for Mr. Riley’s period of service during the performance period.

In February 2018,2019, executive officers were granted LTIP awards payable in stock and LTIP awards payable in cash for the three-yearthree- year performance cycle that ended on December 31, 2020.2021. The performance measure for the LTIP awards payable in cash was adjusted return on invested capital that includes goodwill and other intangible assets. The performance measure for the LTIP awards payable in stock was rTSR. These performance measures are described in greater detail on page 41.43. In 2020, the Committee adjusted the LTIP awards payable in cash into two periods in order to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted return on invested capital. In February 2021,2022, the Committee certified the level of performance with respect to the LTIP awards made in February 2018,2019, as so adjusted.

The following chart illustrates the actual performance level as a percentage of target (weighted for the LTIP awards payable in cash between the two performance cycles) and payout level relative to the respective target levels (shown at 100%) of thesethe LTIP awards for the 2019-2021 performance cycle made to the executive officers. Performance on the rTSR measure for LTIP awards payable in stock was below thresholdbetween the target and maximum level resulting in no payout at 125% of the target level and performance on the measure for LTIP awards payable in cash was aboveat the target rangelevel for the one-year cycle ended December 31, 2019 and below the threshold level for the two-year cycle and below the threshold for the one-year cycle,ended December 31, 2021, resulting in a 81%33% payout.

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Changes for 2022

For the annual long-term compensation awards granted in February 2022, the Committee granted to executive officers time- vesting restricted stock units, stock options and Performance Share Awards at levels generally proportionate with its historical practices, and not at the enhanced levels of the awards granted in 2021.

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:

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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 20202021 executive compensation program.