Proxy voting options

Your vote is important!

Whether or not you expect to attend our shareholder’s meeting, we urge you to vote your shares. You may vote by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card or voting instruction form at your earliest convenience. Your prompt vote will ensure the presence of a quorum at the meeting and will save us the expense and extra work of additional solicitation. If you vote now and later decide to change your vote or to vote your shares at the meeting, you may do so by following instructions found elsewhere in this proxy statement. Your vote by proxy is revocable at your option any time prior to the meeting.

The fastest and most convenient way to vote your shares is by the Internet or telephone, using the instructions on this page. Internet and telephone votes are immediately confirmed and tabulated, and reduce postage and proxy tabulation costs.

If you prefer to vote by mail, please return the enclosed proxy card or voting instruction form in the addressed, prepaid envelope we have provided. Do not return the paper ballot if you vote via the Internet or by telephone.

Vote by Internet

www.proxyvote.com

Internet voting is available 24 hours a day, 7 days a week.

Instructions:

Vote by telephone

1-800-690-6903 via touch tone phone

Telephonic voting is available toll-free 24 hours a day, 7 days a week.

Instructions:

Time, Place and Voting Matters

Meeting agenda

The board of directors recommends that you vote “For” each nominee listed in the table below, which provides summary information about each director.nominee. A full description of each director’snominee’s skills and qualifications begins on page 2.14. Each director is elected annually.

Current director, Gordon D. Harnett, who serves as Chairman of the Board of Directors and chairs the Nominating Committee, will be retiring from the board of directors at the annual meeting, at which time the size of the board of directors will be reduced from nine to eight.

AC —   Audit and Risk Management Committee

CC —   Compensation and Human Resources Committee

NC —   Nominating and Corporate Governance Committee

EC —   Executive Committee

C —  Chair

M —  Member

F —  Financial expert

Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experience and varying lengths of tenure are critical elements of a highly functioning board. The board’s experience enables it to make sound decisions that

support shareholder value, while the varying tenures of its members provide a balance of institutional knowledge and fresh perspectives. The following charts reflect the tenure, experience and qualifications of ourthe nominees for election as directors.

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.

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

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

The chairman of our board of directors is independent. The position of Chairman of the Board of Directors at EnPro Industries is anon-executive position. An independent director has held this position since the inception of our company in 2002.

Our CEO is the only EnPro employee on our board. Our Chief Executive Officer is normally the only employee

Our board of directors recommends that you vote “For” our advisory proposal on executive compensation. Thenon-binding, advisory vote gives our shareholders the opportunity to approve the compensation paid to individuals identified as named executive officers in this proxy statement.

Our compensation practices

Our programs are designed to reward success

Our compensation programs enable us to align the interests of our executive officers with the interests of our shareholders and to reward our executives for superior performance. This practice allows us to attract and retain talented and highly motivated executive officers who are capable of driving our success and building value for our shareholders.

Our executive officers’ compensation:

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. For awards made in 2016, 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. We make annual awards of restricted stock units which vest after three

years, both to encourage retention and to provide an incentive for performance to increase the value of our shares.

While we generally set measures based on company-wide performance (and for this purpose we include ourde-consolidated Garlock Sealing Technologies LLC (“GST”) subsidiary in our results as if it were reconsolidated), for annual incentive awards to divisional personnel, 75% of the award is based on the respective division’s performance with the remaining 25% is based on company-wide performance. We believe that this weighting toward divisional performance not only improves theline-of-sight for the incentives to employees in our divisions, but appropriately recognizes and rewards collaboration of divisional personnel across the company.

We believe our compensation structure aligns with the interests of our shareholders and results in payment based on our performance.

We routinely engage with our shareholders and have addressed their concerns about our compensation programs

Through the course of each year, we have dialogues with numerous shareholders, including regular conversations with many of our largest shareholders. We cover a wide-rangewide range of topics in these discussions, including executive compensation. In these conversations, our shareholders generally support our pay practices and strategic direction. We take their views into account as we seek to align our policies and practices with their interests.

Changes in 2016

We made the following changes to our compensation program in 2016:

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 tie both annual and three-year incentive awards to achieving them. We make little or no incentive compensation payment for poor performance against our goals, but our executives can earn significant

payment relative to their salary levels for superior performance against them.

In 2015,When 2016 annual operating performance goals were set, we were challenged byanticipated a continuation of economic headwinds in many of our markets and the impacttrends that had adversely affected a number of the increasingly strong U.S. dollar, which limitedmarkets we serve, particularly oil and gas, trucking and metals and mining. The Committee established target corporate performance levels for 2016 that it considered aggressive in light of the circumstances. The extent of the adverse trends during 2016 was greater than we had expected. Nearly all of the markets that we serve saw negative year-over-year trends, and our sales have closely tracked those trends. As a result, the year did not progress as we had expected and payouts for corporate-level annual performance awards were only 80.8% of the target amount.

For the long-term incentive compensation awards for the 2014-2016 performance cycle, we established absolute goals for growth of equity value above targeted returns and calculated equity value based on a multiple of adjusted EBITDA. Our ability to deliver overall improved operating results. In addition, due to the persistent weaknessgrow adjusted EBITDA is dependent in part on economic conditions in the marketmarkets we serve, which, with limited exceptions, have been sluggish during the three-year measurement period for maintenance of reciprocating compressors used in gas gathering, processing and transmission applications, particularly in Western Canada, and the expectation that market conditions in these areas would not rebound soon, in 2015 we booked a non-cash impairment charge of $47.0 million (before taxes) for goodwill and intangible assets associated with our Compressor Products International (CPI) division. As a consequence, our operating income after adjustment, including for the goodwill and intangible asset impairment charge, was 9.2% lower in 2015 compared to 2014.

Our 2015 financial performance is reflected in the reduced annual incentive compensation reported for our Chief Executive Officer for 2015. The annual incentive compensation for our Chief Executive Officer as included in the summary compensation table on page 40 of this proxy statement was 16.6% lower for 2015 compared to 2014.

Under the Dodd-Frank Act, we are required to provide shareholders with the opportunity, at least every six years, to cast anon-binding, advisory vote on whether future advisory votes on executive compensation should be held every one year, every two years or every three years. Shareholders last voted on such a proposal at the 2011 annual meeting, and more votes were cast at that meeting in favor of having advisory shareholder votes to approve executive compensation every one year than were cast in favor of any of the inclusionother alternatives. Since 2011, we have provided our shareholders an opportunity

at each annual meeting to cast votes on a pro forma basisan advisory resolution to approve the compensation paid to our named executive officers as disclosed in our proxy statement for that meeting. Our board of our de-consolidated Garlock Sealing Technologies LLC (“GST”) subsidiary in the calculation of relevant results for 2015 duedirectors continues to significant positive developments in 2015 in GST’s asbestos claims resolution process. We believe these significant positive developments led to the recently announced consensual settlement to permanently resolve asbestos claims against GST, as well as our Coltec Industries Inc subsidiary. We believe that this settlement, whichthe frequency of every “1 Year” for the advisory vote on executive compensation is subjectthe optimal interval for conducting and responding to approval by claimantssuch advisory votes and applicable court

We askAt the annual meeting, shareholders will be asked to consider and approve in separate votes our amended and restated Senior Executive Annual Performance Plan (the “Annual Plan”) and our amended and restated Long-Term Incentive Plan (the “LTIP”) which have been established by the Board of Directors for certain executive officers. Under Section 162(m) of the Internal

Revenue Code, as amended (the “Code”), periodic shareholder approval of the Annual Plan and of the LTIP is required to enable us to obtain a tax deduction for awards paid under the respective plan to certain of our executive officers whose compensation for the taxable year is in excess of $1 million. Our shareholders last approved a version of the Annual Plan and the LTIP in

2012. The provisions of Section 162(m) of the Code require that ourthe Annual Plan and the LTIP be reapproved by shareholders at least every five years in order for us to continue excluding the amounts paid under the Annual

Plan and the LTIP from the $1 million deductibility limit. Therefore, shareholders are being requested to again approve the amendmentAnnual Plan and restatement of our Amended and Restated 2002 Equity Compensation Plan (the “Equity Plan”). Awards under the Equity Plan may be made to any salaried, full-time employee of EnPro or any of our majority-owned subsidiaries or, in certain circumstances, to our outside directors. The amendment and restatement of the Equity Plan would increase the number of shares of our common stock issuable in connection with awards under

The enclosed proxy is solicited on behalf of the board of directors of EnPro Industries, Inc., in connection with our 20162017 annual meeting of shareholders. The meeting will be held on Wednesday, May 4, 2016,April 26, 2017, at 11:30 a.m. at the company’s headquarters locatedThe Sanctuary at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina.Kiawah Island, One Sanctuary Beach Drive, Kiawah Island, South Carolina 29455. You may use the enclosed proxy card to vote your shares whether or not you attend the meeting. Please vote by following the instructions on the card.

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

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

We are mailing our 20152016 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 31, 2016.23, 2017. 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 atinvestor@enproindustries.comor by calling704-731-1522704-731-1522.

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 17, 2016.9, 2017. Each share of common stock is entitled to one vote on each matter considered at the meeting. At the

Every vote is important! Please vote your shares promptly.

How do I vote my 401(k) shares?

If you hold EnPro shares in the company’s 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 both an EnPro 401(k) plan and 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 yourEnPro shares outside the 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.

shares, your shares will be considered to be “uninstructed.” Your nominee generally has the authority to vote “uninstructed” shares at its discretion only on matters that are “routine” under the rules of the New York Stock Exchange (NYSE). For our 20162017 meeting, only the ratification of our independent accounting firm (Proposal 4)6) is considered routine by the NYSE. The election of directors and matters related to executive compensation are not considered routine. Without your instruction, your shares will not be voted in these matters (Proposals 1 2 and 3)through 5).

What vote is required to approve each item?

Proposal 1: Election of directorsdirectors.. 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 nineeight directors to be elected at the meeting.Un-voted shares will have no impact on the election of

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 thatthan “Against” the proposal.

How do brokernon-votes and abstentions count for voting purposes?

“Brokernon-votes” arise when beneficial shareholders 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 brokernon-votes will count for determining whether a quorum is present for the meeting. Because directors are elected by a plurality of the votes cast, brokernon-votes and abstentions will not count in determining the outcome of the election of directors. Because the applicable rules of the NYSE require approval of the proposed amendment and restatement of the Equity Plan by a majority of the votes castFor all other proposals on the proposal, abstentions, which will be considered to be votes “cast,” will haveagenda for the effect of a vote “Against” approval, and broker non-votes, which are not considered to be votes “cast,” will not count in determining the outcome. For the advisory vote on executive compensation, the ratification of the appointment of our independent accounting firmannual meeting and with respect to any other business as may properly come before the meeting or any adjournment of the meeting, only votes “For” or “Against” the proposal count —accordingly,count—accordingly, brokernon-votes, if any, and abstentions will

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, SEC rules 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 ininto 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 atinvestor@enproindustries.comor by calling704-731-1522. 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

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 Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock. The SEC requires these people to give us copies of all Section 16(a) reports they file.

We have reviewed the copies of all reports furnished to us. Based solely on this review, we believe that no

At our annual meeting, shareholders are asked to elect nineeight directors who will hold office until our 2017 annual meeting or until their respective successors are elected and qualified. TheOur board of directors has nominatedpresently consists of nine directors, all of whom were elected at the nine persons named on the following pages.2016 annual meeting of shareholders. All of the nominees are incumbent directors whose terms would otherwise expire upon the election of directors at the meeting.

Of the nine nominees, eight were elected as directors Gordon D. Harnett, a current director, has not been nominated forre-election at the 20152017 annual meeting. The ninth nominee, John Humphrey, joinedmeeting and will retire from the board of directors in November 2015. The addition of Mr. Humphrey continuesat that time pursuant to the refreshmentage provisions of our board of directors. We seek to balance directors who know and understand our company with those who bring fresh perspectives to governance and management. The median tenure of our independent directors is 4.3 years.

In selecting new members to the board, we have sought individuals with skills and experiences to complement those of the other directors. Mr. Humphrey brings to the board a depth of knowledge of capital markets, an understanding of the challenges of managing a complex, diversified industrial manufacturing company, and a record of success in a culture that is data driven and disciplined.

The selection of Mr. Humphrey was the result of a deliberative process undertaken by the Nominating and Corporate Governance Committee of our board of

part to ninethe retirement and elected Mr. Humphrey to fillreplacement of directors who had joined our board in 2002 in connection with our spinout from Goodrich Corporation. As a result, the vacancy resulting from this increase.average tenure of the independent directors nominated for election at the annual meeting is 4.6 years.

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

Stephen E. Macadam

Chief Executive Officer and President

Age 5556

Director since 2008

Experience:

Mr. Macadam has served as our Chief Executive Officer and President since April 2008. Previously, he was Chief Executive Officer of BlueLinx Holdings Inc. Before joining BlueLinx in October 2005, Mr. Macadam had been the President and Chief Executive Officer of Consolidated Container Company LLC since August 2001.

He served previously with Georgia-Pacific Corp. where he was Executive Vice President, Pulp & Paperboard from July 2000 until August 2001, and Senior Vice President, Containerboard & Packaging from March 1998 until July 2000. Mr. Macadam held positions of increasing responsibility with McKinsey and Company, Inc. from 1988 until 1998, culminating in the role of principal in charge of McKinsey’s Charlotte, North Carolina operation.

He received a B.S. in mechanical engineering from the University of Kentucky, an M.S. in finance from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar.

Mr. Macadam’s employment agreement provides that during the term of his employment with EnPro he will be included in the slate nominated by the board of directors for election as a member of the board.

Current public company directorships:

Public company directorships in the last five years:

Qualifications:

Thomas M. Botts

Age 6162

Director since 2012

Experience:

Mr. Botts retired from Royal Dutch Shell on December 31, 2012 as executive vice president, global manufacturing, Shell Downstream Inc. He was responsible for Shell’s global manufacturing business, including all refineries and chemical complexes.

He joined Shell in 1977 as a production engineer and served in a number of corporate and operating roles including executive vice president for exploration and production (E&P) in Europe, leading Shell’s largest E&P unit. He held those responsibilities from 2003 to 2009.

He has been a member of the board of directors of the National Association of Manufacturers, a member of the American Petroleum Institute Downstream Committee, and a member of the council of overseers for the Jones Graduate School of Business at Rice University.

He currently is anon-Executive Director for John Wood Group PLC, an international energy services company based in the United Kingdom, a member of the board of directors of the University of Wyoming Foundation, Chairman of the Governor’s Tier 1 Task Force at the University of Wyoming, a member of the Energy Resources Council, University of Wyoming, and a member of the Society of Petroleum Engineers.

Mr. Botts received a B.S. in Civil Engineering from the University of Wyoming.

Current public company directorships:

Qualifications:

Felix M. Brueck

Age 6061

Director since 2014

Experience:

Mr. Brueck is a Director Emeritus of McKinsey & Company, Inc., a global consulting firm. He was a Director at McKinsey prior to his retirement in 2012. During his almost30-year career with McKinsey, Mr. Brueck specialized in counseling clients in operational and organizational transformations of entire companies, major functions or business units in technologically complex industries. He was based in offices in Munich, Tokyo and Cleveland.

While at McKinsey, Mr. Brueck led the Firm’s Manufacturing Practice in the Americas and its Organizational Effectiveness Practice in the Americas. He was a founder of McKinsey’s Performance Transformation Practice.

Prior to joining McKinsey, Mr. Brueck worked as an engineer for Robert Bosch GmbH.

Mr. Brueck received a Dipl. Ing. (the equivalent of a Master’s Degree in Mechanical Engineering) from RWTH Aachen University in Germany and a Master’s Degree in International Management from Thunderbird School of Global Management.

Qualifications:

B. Bernard Burns, Jr.

Age 6768

Director since 2011

Experience:

Mr. Burns’ career has focused on corporate law, industrial manufacturing, mergers and acquisitions, and service on the boards of companies engaged in a variety of businesses.

Mr. Burns currently serves as the Managing Director of McGuireWoods Capital Group, a merger and acquisition advisory business, which he co-founded in 2001. He is alsocurrently counsel to the law firm McGuireWoods LLP, and was a partner of that firm from 2001 to 2011, and of a predecessor firm from 1979 to 1989. He also serves as the Managing Director of McGuireWoods Capital Group, amerger-and-acquisition advisory business, which heco-founded in 2001. Prior to 2001, Mr. Burns served in various executive capacities with United Dominion Industries Limited, a diversified industrial manufacturer. At United Dominion, he was Senior Vice President and General Counsel from 1993 to 1996, and president of several of its operating segments and divisions from 1996 to 2001.

Mr. Burns earned a B.A. from Furman University and a J.D. from the Duke University School of Law and completed the Advanced Management Program at Duke University’s Fuqua School of Business.

Qualifications:

Diane C. Creel

Age 6768

Director since 2009

Experience:

Ms. Creel served as Chairman, Chief Executive Officer and President of Ecovation, Inc., awaste-to-energy systems company, from May 2003 until her retirement in September 2008. Before joining Ecovation, Ms. Creel was Chief Executive Officer and President of Earth Tech, Inc., an international consulting engineering firm, a position she held from January 1991 to May 2003. She joined Earth Tech as Vice President in 1984 and served there as Chief Operating Officer from 1987 to 1991.

Ms. Creel was director of business development and communications for CH2M Hill from 1978 to 1984, manager of communications for Caudill Rowlett Scott from 1976 to 1978, and director of public relations for LBC&W, Architects-Engineers-Planners from 1971 to 1976.

Ms. Creel has a B.A. and M.A. from the University of South Carolina.

Current public company directorships:

Public company directorships in the last five years:

Qualifications:

Gordon D. Harnett

Age 73

Director since 2002

Experience:

Mr. Harnett has been the Non-executive Chairman of the Board of EnPro since 2010. He was Chairman and Chief Executive Officer of Materion Corporation (formerly known as Brush Engineered Materials Inc.), a provider of metal-related products and engineered material systems, prior to his retirement in May 2006. He joined Materion Corporation in 1991 from B.F. Goodrich Company, where he served from 1988 to 1991 as a Senior Vice President. From 1977 to 1988, he held a series of senior executive positions with Tremco Inc., a wholly-owned subsidiary of Goodrich, including President and Chief Executive Officer from 1982 to 1988.

Mr. Harnett received a B.S. from Miami University and an M.B.A. from Harvard University.

Current public company directorships:

Public company directorships in the last five years:

Qualifications:

John Humphrey

Age 5051

Director since 2015

Experience

Mr. John Humphrey has served, since 2011, as Executive Vice President and Chief Financial Officer of Roper Technologies, Inc., a Fortune 1000 company that designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. Mr. Humphrey has announced his intention to retire from Roper, transitioning from his role as Chief Financial Officer on May 15, 2017 and assisting with the transition of his other responsibilities during the remainder of the year. From 2006 to 2011, he served as Vice President and Chief Financial Officer of Roper. Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal. Mr. Humphrey’s earlier career included 6 years with Detroit Diesel Corporation, a manufacturer of heavy-duty engines, in a variety of engineering and manufacturing management positions.

Mr. Humphrey is a member of the Board of Advisors of the Elon University Love School of Business.

Mr. Humphrey received a B.S. in Industrial Engineering from Purdue University and an M.B.A. in Finance from the University of Michigan.

Qualifications:Qualifications:

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. Harnett.

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-

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 atwww.enproindustries.com.Click on “For Investors” and then “Corporate 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 committee is chaired by Mr. Macadam and includes Mr. Harnett. It did not meet in 2015. 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 2016.

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, asbestos, 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. It met four times in 2015.2016. Mr. Hauser is the chairman.

Compensation and Human Resources Committee. The Compensation and Human Resources Committee assists the board and management in overseeing the appropriateness and cost of our compensation and benefit programs, particularly for executives. The committee sets the salaries and annual bonus and long-term award opportunities for our senior executives, assesses the performance of our Chief Executive Officer, and oversees succession planning. Responsibility for the design, administration, asset management and funding policies of our qualified andnon-qualified benefit plans is delegated to a benefits committee consisting of members of management. However, the Compensation Committee has expressly retained the authority to approve amendments to benefit plans (except those resulting from collective bargaining agreements) that would materially affect the cost, basic nature or financing of these plans. In addition, the committee approves all formal policies established by the benefits committee and reviews the benefits committee’s activities at least once a year. The committee met fivefour times in 2015.2016. Mr. Botts is the chairman.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the board and management in exercising sound corporate governance. This 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. It also reviews various corporate governance issues, including those items discussed under “Corporate Governance Policies and Practices.” The committee met four times in 2015.2016. Mr. Harnett is the chairman.

As described above, the Audit and Risk Management Committee assists the board in monitoring our compliance with legal and regulatory requirements and the way we manage areas of significant risk. The company’s internal audit group periodically analyzes risks to our company and reports the results of its

analysis to the Audit and Risk Management Committee. The head of the internal audit group reports directly to the Audit and Risk Management Committee and customarily attends meetings of that committee. Our General Counsel also customarily attends the committee’s meetings.

The board met sixseven times in 2015.2016. 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. All directors attended at

least 75% of the meetings of the full board and of the board committees on which they serve.

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 withcase-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 2015.2017.

Copies of the Code and our Corporate Governance Guidelines and Code of Business Conduct are available on our website atwww.enproindustries.com. From our home page, click on the “For Investors” tab, then on “Corporate Governance”Governance�� and then, offor the Code, click “Code of Conduct.Conduct” and, for the Corporate Governance Guidelines, click on “Board of Directors” and then “Corporate Governance Guidelines.”

The EnPro board believes a substantial majority of directors should be independent. At its February 20162017 meeting, the board considered the independence of each person nominated for election as a director at the 20162017 annual meeting and determined that Mr. Botts, Mr. Brueck, Mr. Burns, Ms. Creel, Mr. Harnett, Mr. Hauser, Mr. Humphrey and Mr. van der Graaf are independent. Mr. Macadam, the remaining member of our board, 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).

Under our Corporate Governance Guidelines, a director may be deemed independent even though we have a relationship with an organization with which the director is affiliated as a director, partner, shareholder or officer. In such situations, the director is deemed independent so long as:

Under the guidelines, a director cannot be independent if he or she falls into one of the following categories:

Each director nominated for election at the 20162017 annual meeting completed a questionnaire to identify any relationships the director 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. Macadam has a material relationship with the company other than as a director and all except him are independent.

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.

The board of directors has determined that Mr. Hauser, the chairmanHumphrey, a member of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 401(h) of the SEC’sRegulation S-K. At its February 20162017 meeting, the board determined that Mr. Hauser,Humphrey, through his education and experience, as a certified public accountant andincluding his prior experience as the Chief Financial Officer of Duke Energy Corporation,Roper Technologies, Inc., has all of the following attributes:

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, matters of diversity (including diversity in professional experience and industry background), and the candidate’s existing commitments to other businesses. In addition, all candidates must meet the requirements of our Corporate Governance Guidelines. Those requirements include:

The Nominating and Corporate Governance Committee will consider candidates for director who are recommended by shareholders. Shareholders who wish to suggest a candidate for nomination should send a written statement addressed to our Secretary at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209. See “Shareholder Proposals” on page 6167 for a description of the requirements to be followed under our bylaws in submitting a candidate and the content of the required statements.

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 functioninghigh-functioning board. When the Nominating and Governance Committee identifies desirable skills that are lacking among incumbent directors, the Committee searches to identify candidates who would add the missing skills. The search includes soliciting suggestions from incumbent directors,

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.

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

In the case of Mr. Harnett, who is over age 72, the Nominating and Corporate Governance Committee and our board of directors has determined his continued service as a director is in the best interests of our company and our shareholders, in accordance with our Corporate Governance Guidelines. Mr. Harnett was nominated for re-election as a director by unanimous votes of the Nominating and Corporate Governance Committee and our board of directors. Mr. Harnett recused himself from the vote in each instance.

In nominating Mr. Harnett, the Committee and the board of directors considered a number of factors. They included his tenure and leadership, his positions as Chairman of the board of directors and of the Nominating and Governance Committee, his background in finance, governance and management (including as the chief executive officer of a publicly held diversified industrial manufacturer), his understanding of the company and the asbestos litigation of the company’s subsidiaries, and recent changes in the composition of the board of directors.

Since December 2011, four directors have retired from service and five new directors have joined the board. Given these circumstances, the board concluded Mr. Harnett’s service maintains a desirable level of continuity and is in the best interest of the company and its shareholders.

Our directors share certain characteristics that we believe are critical to effective board membership. They include sound and mature business judgment essential to intelligent decision-making, experience in policy-making, 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.

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, NC 28209; they may contact the board anonymously and confidentially through our EnTegrity Assistance Line; and they may attend our annual shareholders meeting, where they will have the opportunity to talk directly to members of our board.

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

Shareholders and other interested parties who wish to send anonymous and confidential correspondence to the board may do so through our EnTegrity Assistance Line. The line is staffed by an independent third party who is responsible for receiving and forwarding messages on the line. Instructions for using the line are available under the “Corporate Governance” link accessed from the “For Investors” link on our website atwww.enproindustries.com.Items addressed to the board of directors are forwarded to the Chairman of the Audit and Risk Management Committee, anon-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.

Our In 2016, ournon-employee directors receivereceived the following compensation:

Employee directors receive no compensation for serving on our board.

Non-employee directors are generally granted phantom shares at the first board meeting of the Compensation 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

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 when a director ceases his or her service on the board. As of December 31, 2015,2016, the following directors had deferred compensation balances under the plan: Mr. Botts, 2,627 2,666

stock units; Mr. Brueck, 2,5573,960 stock units; Mr. Harnett, $204,703$223,266 and 6,5836,683 stock units; and Mr. Hauser, $451,039$605,938 and 7,5917,707 stock units.

The following table presents the compensation we paid to allnon-employee directors for their service in 2015 including a non-employee director who retired from service during 2015.2016.

At its February 2017 meeting, the board of directors approved increasing each of the annual cash retainer and annual grant of phantom shares paid to all directors by $5,000, the cash retainer paid to the Chairman of the Board by $10,000, and the annual cash retainers paid to

the chairs of the Compensation and Human Resources Committee, Audit and Risk Management Committee and Nominating and Corporate Governance Committee by $3,000, $5,000 and $2,500, respectively.

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 20152016 consolidated financial statements and our internal control over financial reporting. In meeting with the Audit Committee, management informed the committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles and that our internal control over financial reporting was effective as of December 31, 2015.2016. The Audit Committee reviewed and discussed the consolidated financial statements and our system of internal control over financial reporting with management and PricewaterhouseCoopers.

In addition, the Audit Committee:

The Audit Committee also discussed with our internal auditors and PricewaterhouseCoopers the overall scope and plans for their respective 20152016 audits. With and without the presence of management, the Audit Committee met with the internal auditors and PricewaterhouseCoopers 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 and its review of management’s representation and the report of PricewaterhouseCoopers to it, the Audit Committee recommended that the board of directors include our audited consolidated financial statements in our Annual Report onForm 10-K for the year ended December 31, 20152016 to be filed with the SEC.

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 onForm 10-K for the year ended December 31, 2015.2016.

This compensation discussion and analysis provides information about our 20152016 compensation program for our named executive officers or NEOs. For 2015,2016, those officers are:

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:

Our compensation program ties pay to the achievement of bothIn structuring annual and long-term goals forincentive compensation opportunities, we select performance measures that we believe significantly drive the performancevalue of our company. For 2016, 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 goals each yearmeasures and tie both annual and three-year incentive awards to achieving them. We make little or no payment for poor performance against our goals, butthough our executives can earn significant payment relative to their salary levels for superior performance against them. We make annual awards of restricted stock units which vest after three years, both to encourage retention and to provide an incentive for performance to increase the value of our shares.

While we generally set measures based on company-wide performance (and for this purpose we include GST in our results as if it were reconsolidated), for annual incentive awards to divisional personnel, 75% of the award is based on the respective division’s performance with the remaining 25% based on company-wide performance. We believe that this weighting toward divisional performance not only improves theline-of-sight for the incentives for employees in our divisions, but appropriately recognizes and rewards collaboration of divisional personnel across the company.

We believe our compensation structure aligns with the interests of our shareholders and results in payment based on our performance.

The following charts show the relative portion of our CEO’s total 2015 2016 targetin-service compensation and the

Other NEOs Average Target

In-service Compensation

In addition to establishing incentives for superior performance, our executive compensation program enables us to retain talented and motivated executive officers and to replace them with other high-caliber individuals should the need arise. A competitive pay package is vitally important to retaining and attracting these individuals, and we establish salaries and benefits, including post-employment benefits, at competitive levels.

Our Compensation and Human Resources Committee (which we refer to in this “Compensation Discussion and Analysis” section as the “Committee”) and our board of directors determine executive compensation based on a comprehensive view of factors designed to produce long-term business success.

In 2015,2016, we continued to pursue our long-term objectives for growth, achieved significant milestones in the asbestos claims resolution process (the “ACRP”) of ourde-consolidated GST Garlock Sealing Technologies, LLC (“GST”) subsidiary pending in the U.S. Bankruptcy Court for the Western District of North Carolina (the “Bankruptcy Court”), made operational improvements and returnedinvestments which will support our long-term objectives for profitable growth, and continued to return value to our shareholders through ouron-goingshare repurchases and the commencement ofincrease to our quarterly dividends. Wedividend. In 2016 we were challenged by economic headwinds in many of our end markets and the impact of the increasingly stronga sustained period of a stronger U.S. dollar, which limiteddollar. In response to these conditions, we completed a significant restructuring effort in our ability to deliver overall improved operating results.Engineered Products segments and initiated a company-wide cost reduction program.

InGGB division of our Engineered Products reporting segment, results suffered due towe completed the move of our Chicago operations into other existing GGB facilities, moved into and began production in a concentrated exposure to oilnew, owned facility in China, and gas, agriculture equipment and capital goods markets,

reduction plan initiated in the second quarter of 2016, resulted in restructuring chargessegment profit margins of approximately $3.8 million4.5% in 2015, and we expect2016, which represented an additional $2.7 millionincrease of 240 basis points compared to $4.3 million in restructuring charges in 2016. Upon completion, we estimate2015. We believe that these actions will resultefforts position our Engineered Products segment for further improved performance in annualized cost savingsthe future, especially as the industrial markets begin to recover.

Acquisitions. In April 2016, we acquired Rubber Fab Gasket & Molding (“Rubber Fab”), a company that designs, markets and manufactures a full range of approximately $4 to 5 million. In addition, earlier in 2015 we booked a non-cash impairment chargehigh performance sanitary gaskets, hoses and fittings for the hygienic process industries. Rubber Fab supplies critical process consumables for the pharmaceutical,bio-processing and food and beverage sectors. The majority of $47.0 million (before taxes) for goodwill and intangible assets associated with our CPI divisionRubber Fab’s sales are consumable products that require regular replacement due to the persistent weaknessscheduled maintenance and cleaning cycles. The acquisition of Rubber Fab expands our presence and scale in the hygienic market for maintenancespace and complements our existing sealing solutions to provide a comprehensive product portfolio. Over the course of reciprocating compressors used2016, we completed

integration activities related to the Rubber Fab acquisition. We continue to pursue acquisition opportunities in gas gathering, processing and transmission applications, particularly in Western Canada, anda number of markets like the expectationhygienic market space that market conditions in these areas would not rebound soon. This impairment charge is not reflected in segment profit.we have identified as being strategically important.

ThroughThroughout the course of each year, we have dialogues with numerous shareholders, including regularfrequent conversations with many of our largest shareholders. WeThese conversations cover a wide-rangewide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, and management practices. During these conversations in these discussions, including executive compensation. In2016, no shareholder or group of shareholders raised significant concerns about our conversations with them, our shareholders generally support our pay practices and strategic direction. But based inor policies.

As part on the feedback we received from shareholders, as well as onof our continuing efforts to consider and adopt best compensation governance practices as they evolve, the Committee changed certain aspects ofmade several minor adjustments to our compensation program for 2016.2017. These changes are described below in the following section, “Changes“— Changes to compensation program in 2016.2017.”

At our 20152016 annual meeting, we asked our shareholders to support anon-binding resolution to approve the

The Committee changed the compensation program for 2016, as follows:

Redesigned our long-term incentive compensation awards. For 2016, we changed the design of our long-term incentive awards. We granted awards using different performance measures for awards that are payable in cash and awards payable in stock. Payments under 2016 awards payable in cash are based on our adjusted return on invested capital over the three-year (2016-2018) performance period against threshold, target and maximum levels established when the awards were granted. In contrast to our use of adjusted return on invested capital under our annual incentive plans, for these awards this return on invested capital measure includes goodwill and other intangible assets to hold management accountable for the quality of acquisitions made.

The number of shares to be issued under the awards payable in stock will beis based on our total shareholder return (or TSR) over the same three-year period relative to TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index over that period. EnPro is one of the companies included in this index. Payment at the threshold level of these awards will occur if our TSR relative to the TSR of the index is at the 35^th percentile, with target payments at the 50^th percentile and maximum payments at the 75^th percentile. The awards limit the payout to the target level in the event that absolute TSR is negative and require recipients to hold the netafter-tax shares issued at the end of the three-year performance period for an additional year.

Long-termPayments on the long-term incentive compensation awards made in 2015 werethe prior three years are based on the compensation plan first employed in 2013. That plan compares the company’s calculated growth in equity value per share

over the three-year performance period of the plan to a defined target return. The Committee concluded that the absolute measure used for those awards was significantly affected by general economic conditions, which are difficult to predict at the beginning of the three-year measurement cycle. The Committee selected separate measures for the 2016 long-term incentive awards payable in cash and in stock to include one metric (TSR) based on our performance relative to others during the three-year measurement period. The Committee, upon the recommendation of its independent advisor, selected the S&P SmallCap 600 Capital Goods (Industry Group) Index for this comparison after considering several alternative indices and groups because of its belief that the companies included in this index (a total of 57 companies, including EnPro) are of similar size and scope and would likely experience the same overall effects as EnPro from changes in general economic conditions.

The Committee selected adjusted return on invested capital for LTIP awards payable in cash to hold management to an absolute yardstick in measuring return on investment capital. Given the company’s acquisition activity, the Committee believed this measure should reflect as invested capital assets (intangible assets and goodwill) which arise from acquisition activity to hold management accountable for the long-term impact of acquisition decisions (the Committee does not include these assets in measuring the return on invested capital under annual incentive plans, because inclusion of these assets, and the short measurement period to reflect the contributions from the acquisitions giving rise to the assets, could skew incentives for management away from completing otherwise attractive acquisition opportunities).

Reduced the maximum payout on long-term incentive compensation awards. The Committee set the maximum payout for long-term incentive compensation awards made in 2016 at 200% of the target level. The maximum payout for long-term incentive compensation awards granted in the prior three years was 300% of the target level. The Committee believed that, with the change in the measures used to evaluate performance of the awards from the calculated growth in equity value per share used in the past three years, it was more appropriate to set the maximum payout at 200%, which level is consistent with its practice prior to 2013.

All of ournon-management directors sit on our Compensation and Human Resources Committee. The primary function delegated to the Committee by our board is overseeing the appropriateness and cost of our compensation programs, particularly the program for executive officers.

The role of the executive officers

The compensation of our CEO and other executive officers is set by the Committee based on the advice of its independent executive compensation consultant and

our human resources staff. However, our CEO and other executive officers are involved in certain aspects of our compensation practices. At the request of the Committee, our CEO proposes salary levels and incentive award opportunities for all executive officers other than himself, and the Committee considers his proposals in setting compensation for those officers. The Committee itself sets our CEO’s compensation without regard to the compensation of other executive officers. In this way, any increase in compensation that our CEO proposes for those officers does not form the basis for a corresponding increase in his compensation.

The performance measures and levels for our annual and long-term incentive plans are set by the Committee based on proposals made by our executive officers. The executives’ proposals are based on the forecasts for the performance of each of our operating divisions, key economic indicators affecting our businesses, historical performance of our businesses, recent trends in our industries, and our strategic plans. The executive team presents the Committee with the performance measures it believes to be most important and meaningful to achieving our strategic goals. The team also proposes the weighting it believes appropriate for each factor in the calculation of the overall incentive awards, and the threshold, target and maximum payout levels appropriate for each of the performance measures.

Each December, the Committee reviews the executive team’s proposals and seeks its independent executive compensation consultant’s advice on those proposals. At a meeting during the following February, the Committee reviews and approves threshold, target and maximum payout levels and makes the final determination of performance measures, weightings and payout levels to be used for each incentive award. The Committee often directs members of management to provide information and otherwise help the consultant complete his analyses,

responsible for the human resources function of our company, provided compensation and performance data to Pearl Meyer. In addition, Pearl Meyer, in its discretion, from time to time seeks confirmation from our CEO and our Chief Financial Officer of the accuracy of its presentation of our strategy that it includes in materials presented to the Committee.

Pearl Meyer’s work for the Committee with respect to 20152016 compensation decisions included:

The independence of the executive compensation consultant

The Committee has concluded that Pearl Meyer is independent and has no conflict of interest in its engagement by the Committee. In reaching this

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

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.

Policies regarding executive compensation

Under the Committee’s policy, a significant component of each executive officer’s total compensation is variable, and that component increases as a percentage of total compensation as an executive’s responsibilities increase. This variable compensation depends on performance —disappointing performance results in little or no variable compensation while superior performance leads to superior payouts. The Committee seeks to design variable compensation programs and establish performance criteria that incentivize continuous improvement in measures important to both our annual and long-term business plans.

Linking a significant portion of our key executives’ total pay to the successful execution of our strategies provides an incentive to achieve our objectives for

evaluating the reasonableness and competitiveness of targetedin-service compensation, the Committee reviews compensation data for a broad survey group and for a peer group prepared by its independent executive compensation consultant. These groups are discussed below.

Stock ownership and retention requirements

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

Once named an executive officer, an individual has five years to reach the minimum stock ownership requirement for his or her position. Individuals who were officers in 2012, when we increased the multiples, have five years from the increase to reach the new level. An executive officer who fails to maintain the required level of ownership must retain 50% of any shares received under any company equity award plan until he or she satisfies the requirement. Restricted shares of our common stock and restricted stock units count toward minimum ownership only after the restrictions lapse.

We check for compliance with this policy in connection with our board of directors meeting held each February. As of February 23, 2016,13, 2017, the date of the Committee’s February 20162017 meeting, all of our current named executive officers who have been executive officers for at least five years held at least the minimum number of shares.

Anti-hedging policy

Our policies prohibit employees, officers and directors from using the company’s securities in any hedging or monetization transactions. The prohibition includes but is not limited to, the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the company’s securities.

Pledging policy

Our policies prohibit executive officers from pledging EnPro shares that they own as collateral, including holding EnPro shares in a margin account, unless the officer holds unpledged shares at least equal to the amount required under our stock ownership and retention policy and receivespre-approval of the pledge from our General Counsel. Under our policies, a pledge may not be approved unless the officer clearly demonstrates the financial capacity to repay the loan or

study ranged from $1.2 billion to $6.0 billion, with median market capitalization of $3.2 billion. This peer group is the same as the group used for the previous benchmarking study prepared by Pearl Meyer for the Committee, other than the elimination of two companies that were acquired after the date of the earlier study.

To determine our size relative to the compensation peer group, we include the third-party sales of our deconsolidated subsidiary, GST. Those sales were $217.6$195.7 million for the year ended December 31, 2015.2016. GST has been excluded from our consolidated results since June 5, 2010, when it filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code as the initial step in a process to resolve all current and future asbestos claims. However, its oversight has remained and will continue to be a responsibility of our executive officers. For this reason, for relative compensation comparisons we include GST’s net sales to third parties in the calculation of the revenues we use to compare ourselves to the peer group.

In its benchmarking studies, Pearl Meyer compared the specific compensation elements we awarded to each of our executive officers in 2014 to those awarded to executive officers with similar responsibilities of each member of the peer group and

Evaluation of incentives for excessive risk

To discourage excessive risk, the Committee seeks to balance:

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

The following section discusses and analyzes each element of our executive compensation program, including long-term incentive plan, or LTIP, awards made in 2013 and paid out2014 for the 2013-20152014-2016 performance cycle, and LTIP awards made in 20152016 for which scheduled payouts would not occur until 2018.2019.

Base salary

Base salaries give our officers a relatively secure level of compensation. Adjustments to base salary rates typically are made in February of each year and are effective on April 1, thoughmid-year adjustments may be made in the event of promotion or other special circumstance. In 2015,2016, the Committee did not adjust Mr. Macadam’s base salary rate. Mr. Macadam’s base salary rate has been increased only once (by 3% in 2014) since he was hired in March 2008. The Committee adjusted the base salary rates of the other named executive officers in 20152016 from the levels paid in 2014.2015. For 2015,2016, base salary paid to therates of all NEOs increased by an average of 12.4%2.5% over the prior year, with individual increases ranging from 0.8%0% to 23.0%4%. These increases reflect the impact of several position changes and promotions, including the promotion of Mr. Walker to Chief Operating Officer and of Mr. Childress to Chief Financial Officer.

Annual performance incentive plan awards

The plans used by the Committee to make annual incentive compensation awards are designed to give executive officers a personal financial incentive to help us reach annual business goals. We refer to these plans as the annual performance plans or annual plans.

Mr. Macadam’s annual performance incentive awards were made under our senior executive annual performance plan, most recently approved by our

wide performance measures and weightings applied to the other NEOs. The remaining halfthree quarters of the award was based on performance measures applicable to their respective divisions.

Mr. Pease, who announced his departure in February 2015, did not receive an award under an annual performance plan for 2015.the Fairbanks Morse division.

The amount of awards paid under our annual plans is based on performance. We establish threshold, target and maximum performance levels for our company and each of our businesses. When performance falls below the threshold, executives receive no payout. The Committee administers the annual performance plans to provide for payouts at a threshold level of performance at 50% of the target payout, payouts at a target level of performance at 100% of the target payout, and payouts at a maximum level of performance at 200% of the target payout. Performance between any of the established levels yields a proportional payout. Because Mr. Cox ceased to be an employee before December 31, 2016, he was not entitled to a payout with respect to his 2016 annual incentive plan award.

For 2015,2016, the performance measures and weightings for the senior executive annual performance plan were:

invested capital permit a more accurate measure of the operating performance of our businesses. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the Committee took into account management’s recommendations.

Because oversight of our GST subsidiary and its financial results continues to be a responsibility of our executive officers, we include its results with ours when we establish and measure our financial performance under the annual plans.

Adjusted operating income eliminates the effect of asbestos expense, LIFO adjustments and certain selected expenses and income that do not reflect normal operating conditions. Adjustments to operating income in 20152016 included the exclusion of restructuring expense, acquisition-related costs and certain litigation costs and reserves, as well as the impact of foreign currency translation

The Committee believes adjusted return on invested capital comprehensively measures the performance of our assets relative to our investment and fairly measures our ability to generate earnings in relation to the investment required to generate those earnings.

Financial goals for 20152016

The following table presents the financial goals set for the 20152016 senior executive annual performance plan. The table shows goals for threshold, target and maximum performance levels, actual 20152016 performance and weighted payout percentages for each goal.

We do not include the specific division financial goals of the annual plan in which Mr. Cox and Mr. Riley participated or the specific performance of the Stemco or the Fairbanks Morse division in this proxy statement because we believe this information is confidential information and public disclosure would cause competitive harm to those businesses.that business. At the time the division goals were set, the Committee deemed the target performance levels set for each of the division metrics to be reasonable “stretch” goals, with a maximum payout possible only in the event of superior performance.

The plan payouts at the target performance level, as a percentage of base salary, and the actual payout as a percentage of salary for the named executive officers were as follows:

Mr. Macadam’s employment agreement sets the target level for his annual incentive award at 100% of his salary. Beginning in 2013, the Committee increased the target award level for his annual incentive to 105% of his salary. Target award levels set by the Committee for the

strategy and forecast for its performance. The Committee evaluated these internal estimates against external expectations for the performance of our markets and then set our goals for the year. For the past several years, actual corporate performance has been below target-level goals.

When 20152016 operating performance levelsgoals were set, we anticipated a continuation of economic trends that several trends, including foreign currency exchange headwinds, economic volatility outsidehad adversely affected a number of North America and slowing project and maintenance

segment earnings of approximately 5% over 2015.

The extent of the adverse trends during 2015, in particular in oil and gas markets,2016 was greater than we had expected. Nearly all of the markets that we serve saw negative year-over-year trends, and our sales have closely tracked those trends. Commodity prices in general remained depressed, which had a greater than anticipated ripple effect through the oil and gas, metals and mining, and refining markets. In addition to those markets, sales remained depressed in gas turbine equipment and general industrial markets, with heavy duty trucking also showing weakness. Improvements in other markets, principally in the semiconductor and food and pharmaceutical sectors, and significant cost savings arising from restructuring efforts that commenced in 2015 and cost-saving initiatives implemented in 2016 were not sufficient to offset the impact of these negative economic trends.

As a result, the year did not progress as we had expected and we did not reach our targets.expected. Our overall adjusted operating income was $142.0$129.9 million (between the threshold and target levels) and our overall adjusted return on invested capital was 16.4%14.8% (between the threshold and target levels). The division for which Mr. Cox is responsible performed between the targetadjusted operating income and maximum levels, andadjusted return on invested capital of the division for which Mr. Riley is responsible also performed between, respectively, the target and maximum levels and the threshold and target levels.

Accordingly, based on the payout levels established by the Committee for the annual performance plans, Messrs. Macadam, Childress, Walker and WalkerMcLean received payouts of 67.3%80.8% of the target level, Mr. Cox received a payout of 88.6% of target level, and Mr. Riley received a payout of 125.2%95.7% of target level. As noted above, because Mr. Cox was not an employee at December 31, 2016, he did not receive a payout with respect to his 2016 annual performance plan award.

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

Long-term compensation

Awards made for 2013-20152014-2016 cycle

Long-term compensation grants to our executive officers provide them with personal financial motivation and a stake in our long-term success. The Committee believes these awards also help us retain executives who are committed to achieving our corporate goals.

In 2013,2014, the target level of our long-term compensation awards was split equally among long-term incentive compensation awards payable in shares (or, “performance shares”), long-term incentive cash compensation awards and restricted stock units with time-based vesting. The performance shares and long-term incentive cash compensation awards were granted under our long-term incentive plan (or LTIP) most recently approved by our shareholders in 2012. In addition, in 2014, the Committee authorized special grants of restricted stock units awarded to executive officers and other key personnel in recognition of their efforts related to the strategy, planning and management of the ACRP which resulted in the favorable estimation order issued by the bankruptcy court in January 2014. In addition, restricted stock unit awards were made to

executive officers who elected to participate in our management stock purchase deferral plan described below (see “— Retirement and other post-termination compensation — Deferred compensation and management stock plans”).

The Committee believes that both LTIP awards payable in cash and performance shares serve to align our officers’ long-term interests with those of our shareholders. The award of a substantial portion of long-term compensation in the form of time-vested restricted stock units helps to ensure retention of these executives.

The LTIP awards made by the Committee in 20132014 were the first awards usingbased on a new long-term performance

re-measurement of pension benefits, (iv) to account for restructurings, discontinued operations, and any other items deemed by the Committee to benon-recurring in nature or otherwise not reflective of operating performance that were not anticipated at the time the awards were made, and (v) to reflect other unusual,non-recurring, or unexpected items similar in nature to the foregoing, in each case as determined in good faith by the Committee consistent with the principles set forth in section 162(m) of the Internal Revenue Code and the regulations thereunder.

Adjusted net debt subtracts cash and marketable securities and the amount of any cash dividends paid during the three-year period from the sum of third-party debt and pension liabilities. Because the calculations for the LTIP awards made in 20152014 include GST on a pro forma basis for all relevant periods as if the second amendedGST’s plan of reorganization had been consummated, adjusted net debt excludes any asbestos relatedasbestos-related assets and liabilities.

The growth in equity value per share is measured over the period by comparing:

Target return of 5.5% + average 10-year treasury yield