SEC Form DEF 14A filed by Enpro Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934 (Amendment No. )

Enpro Inc.

(Name of Registrant as Specified In Its Charter)

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

Annual Meeting of Shareholders

The 2026 Annual Meeting of Shareholders of Enpro Inc. will be held at:

The Lodge at Sea Island
100 Retreat Avenue

St. Simons Island, Georgia

Wednesday, April 29, 2026 at 11:15 a.m. (Eastern Time)

Contents

Enpro 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 Inc., I invite you to our annual meeting of shareholders. It will be held at The Lodge at Sea Island, 100 Retreat Avenue, St. Simons Island, Georgia, on Wednesday, April 29, 2026 at 11:15 a.m. (Eastern Time)

This year, our shareholders will be asked to:

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

Notice of 2026

Annual Meeting of Shareholders

How to vote See “General information—How do I vote?” (page 59) 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 Mail By mailing your proxy card
Available 24 hours a day, 7 days a week 1.  Read our proxy statement. 2.  Go to www.proxyvote.com 3.  Have your proxy card or voting instruction form in hand and follow the instructions.		Available 24 hours a day, 7 days a week 1.  Read our proxy statement. 2.  Call toll-free 1-800-690-6903. 3.  Have your proxy card or voting instruction form in hand and follow the instructions.		1.  Read our proxy statement. 2.  Complete the enclosed proxy card or voting instruction form in the envelope provided. Do not return the paper ballot if you vote via the Internet or by telephone.

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

BE HELD ON APRIL 29, 2026: The proxy statement and 2025 annual report to shareholders are available at:

http://www.enpro.com/shareholder-meeting.

By order of the Board of Directors,

Thomas A. Price

Secretary

March 23, 2025

Proxy statement highlights

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

2025 revenue contribution

Board of directors overview

See “Proposal 1—Election of directors” (page 8) and “Corporate governance policies and practices” (page 18) for more information.

Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experiences, perspectives, skills, and industry and market backgrounds, as well as varying lengths of tenure, are critical elements of a highly functioning board.

Our director nominees

				Committee memberships
Director nominees		Age	Indep.	AC	CC	NC	EC
	Eric A. Vaillancourt President and Chief Executive Officer, Enpro	62					Chair
	William Abbey Executive Vice President and Chief Commercial Officer, Arm Limited	55	·	·	·	·
	Allison K. Aden Executive Vice President, Chief Financial Officer and Treasurer, Cavco Industries, Inc.	64	·	·	·	·
	Thomas M. Botts Retired Executive Vice President, Global Manufacturing, Shell Downstream Inc.	71	·	·	Chair	·	·
	Felix M. Brueck Director Emeritus, McKinsey & Company, Inc.	70	·	·	·	·
	Adele M. Gulfo Former Chief Executive Officer, Biopharma Commercial Unit, Sumitomo Pharma America	63	·	·	·	·
	John Humphrey Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc.	60	·	Chair	·	·	·
	Judith A. Reinsdorf Former Executive Vice President and General Counsel, Johnson Controls International plc	62	·	·	·	Chair	·

Board snapshot: tenure and diversity

Board refreshment

5 new directors in the past five years

Board nominees’ tenure

Board Diversity

The nominees for election to the board of directors have diverse experiences and backgrounds and include five male directors and three female directors. Regular board refreshment parameters include maintaining a slate of highly-qualified directors with appropriate skills and experiences to oversee the direction and governance of Enpro and with a strong appreciation for the enduring values of the organization.

Qualifications, skills and experience

Governance policies and practices overview

Our board of directors and management firmly embrace strong, accountable corporate governance. An attentive and highly engaged 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 maintain such standards.

Shareholder engagement

Throughout the course of each year, we speak with many existing or potential shareholders, attend investor conferences and engage frequently with many of our largest shareholders. These transparent conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, business continuity and sustainability initiatives, and governance, management succession and compensation practices.

During these conversations, our shareholders noted general support for our company-wide compensation, retention and benefits programs. We communicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

Executive compensation overview

For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 24), “Compensation discussion and analysis” (page 25) and “Executive compensation” (page 39).

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 management who are capable of driving strategic imperatives that are designed to drive enterprise-level growth and build enduring value for our shareholders.

We achieve our objectives through compensation that:

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive behaviors and performance that will increase the value of our company. In 2025, we awarded stock options and restricted stock units that vest over three years and Performance Share Awards that vest based on our relative total shareholder return over a three-year period, both to encourage retention and to provide incentives 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 employ best practices in executive compensation.

Compensation analysis

2025 target compensation rewards success. The following charts show the relative portion of our Chief Executive Officer’s 2025 target compensation and the average target compensation of the other named executive officers included in the summary compensation table appearing on page 39. Target compensation consists of the base salary for 2025, target annual performance-based cash compensation awards made in 2025, target Performance Share Awards (PSAs), stock options and restricted stock units (RSUs) awarded in 2025 (based on the grant date value of such equity awards) and other 2025 compensation, principally company contributions to defined contribution retirement plans.

2025 CEO Target Compensation		2025 Other NEOs Target Compensation

The following table summarizes key characteristics of the annual performance plan awards and long-term equity awards granted to executive officers in 2025:

Compensation program outcomes. The Committee selected the performance measures for the awards made in 2025 under our annual performance plan because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. In February 2023, executive officers were granted Performance Share Awards, similar to the Performance Share Awards granted in 2025, but with a three-year performance period that ended on December 31, 2025. The following summarizes the actual payout to the executive officers, relative to the target levels, for 2025 under the annual performance plan and of the Performance Share Awards for the 2023-2025 performance cycle.

Sustainability and social responsibility highlights

Enpro’s commitment to sustainability and social responsibility is reflected in our ongoing efforts to create long-term value for our stakeholders while minimizing our environmental footprint and fostering positive social impact. Although Enpro is not currently subject to mandatory climate related disclosure requirements, we continue to provide robust voluntary reporting. For more information on our sustainability policies and programs, please see our most recent Sustainability Report, CDP questionnaire, and TCFD-aligned climate disclosure, which are all available on our website, www.enpro.com.

Progress on our sustainability and social responsibility priorities

Proposal 1—Election of directors

(Item 1 on the proxy card)

At our annual meeting, shareholders will elect eight directors who will hold office until our 2027 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors whose current terms expire upon the election of directors at the meeting.

In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. In the past five years, we have added five new directors as the result of deliberative processes undertaken by the Nominating and Corporate Governance Committee of our board of directors. This committee is composed entirely of independent directors.

David L. Hauser, our independent Chairman of the Board who has been a member of the board of directors since 2007, will be retiring as a director at the 2026 annual meeting. In addition, on January 6, 2026, Ronald C. Keating, an independent director, informed the company of his desire not to be nominated for re-election at the 2026 annual meeting. In connection with Mr. Hauser’s and Mr. Keating’s departures, the board of directors has adopted a resolution reducing the size of the board of directors from ten to eight effective at the commencement of the 2026 annual meeting. The board of directors anticipates that it will appoint Thomas M. Botts to succeed Mr. Hauser as Chairman of the Board assuming that Mr. Botts is re-elected as a director at the 2026 annual meeting.

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 these nominees.

Nominees for election

Director independence

The Enpro board believes a substantial majority of its directors should be independent. In connection with its nomination of the director nominees listed in this proxy statement, the board considered the independence of each person nominated by the board of directors for election as a director and determined that each of the nominees, other than Mr. Vaillancourt, is independent. Mr. Vaillancourt is an employee and is not considered independent.

To determine independence, the board used the definition of an “independent director” in the listing standards of the New York Stock Exchange (the “NYSE”) 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, including the relationship involving Mr. Keating described in “Compensation Committee interlocks and insider participation” below, the board determined that no director, except Mr. Vaillancourt, has a material relationship with the company other than as a director and all directors, except for Mr. Vaillancourt, are independent.

Director nominee experience and qualifications

Director Nominee Experience and Qualifications

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 and industry experience, the composition of the existing board, and the candidate’s existing commitments to other businesses. 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 64 for a description of the requirements to be followed under our bylaws in submitting a candidate and the content of the required statements.

Director diversity

Enpro seeks directors with a diverse set of experiences, perspectives, skills and industry and market backgrounds, as well as tenure of service as a director. Our board of directors and its Nominating and Corporate Governance Committee believe this diversity helps the board to make sound decisions that drive shareholder value. Diversity of professional experience, skills and industry and market backgrounds is highlighted in the director experience and qualifications matrix presented above and in their respective biographies outlined on the foregoing pages. Our Corporate Governance Guidelines provide that when conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include candidates in the pool of nominees consistent with our commitment to diversity, and any search firm engaged by the Nominating and Corporate Governance Committee will affirmatively be instructed to seek to include such candidates.

The following charts illustrate the tenure, age, gender and racial/ethnic identification of the nominees for election as directors.

Nomination process

The Nominating and Corporate Governance Committee annually reviews the skills of our current directors with all of the skills we have identified as necessary to maintain an attentive, high-functioning board. In connection with nomination of the slate of directors that the board of directors proposes for election by the shareholders each year, the Nominating and Corporate Governance Committee evaluates incumbent directors’ continuation on the board of directors. Before recommending a sitting director for re-election, the Committee considers whether the director’s re-election would be consistent with the criteria for board membership in our Corporate Governance Guidelines (as described above) and the skills identified in the matrix used by the Committee (as described above), as well as prior shareholder votes for the election of the director and applicable rules and requirements of the Securities and Exchange Commission (the “SEC”) and the 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 additional skills. 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.

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

Our directors share certain characteristics that we believe are critical to effective board membership. They include sound and mature business judgment, 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.

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 and, as noted above, is anticipated to be filled by Mr. Botts following Mr. Hauser’s retirement from the board of directors at the 2026 annual meeting. Both Mr. Hauser and Mr. Botts are independent directors. Mr. Vaillancourt, our Chief Executive Officer, is the only current director who is employed by the company. This structure continues to be appropriate for our company given the individuals serving in those positions. Mr. Hauser is a former chief executive officer of a publicly held company and serves and has served as a director of other public companies, and Mr. Botts is a former executive officer of a large multinational energy company in charge of its global manufacturing business and similarly has served as a director of other public companies. The respective experience of each of Mr. Hauser and Mr. Botts, coupled with their respective knowledge of and familiarity with our company and its businesses through service on our board of directors, gives each of them the ability to serve as a valuable 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.enpro.com. Click on “About Us” and then “Governance” and then “Committee Composition” and look under “Committee Charters.” Copies of the charters are also available in print to any shareholder who requests them.

Executive Committee. The Executive Committee is chaired by Mr. Vaillancourt and includes Mr. Hauser and the chairs of the other board committees. Its primary function is to exercise the powers of the board as and when directed by the board or when the board is not in session, excluding powers that may not be delegated to a committee of directors under North Carolina law. The committee did not meet in 2025.

Audit and Risk Management Committee. The Audit and Risk Management Committee, chaired by Mr. Humphrey, met four times in 2025. This committee assists the board in monitoring:

This committee has the sole authority to appoint or replace our independent registered public accounting firm and to approve all related fees.

The board of directors has determined that each of Ms. Aden, Mr. Hauser and Mr. Humphrey, members of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of the SEC’s Regulation S-K. At its February 2026 meeting, the board determined that each of Ms. Aden, Mr. Hauser and Mr. Humphrey, through their respective education and experience, including each of their respective experience serving as the chief financial officer of a large public company, has all of the following attributes:

Compensation and Human Resources Committee. The Compensation and Human Resources Committee, chaired by Mr. Botts, met four times in 2025. This committee:

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 colleagues. 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.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee, chaired by Ms. Reinsdorf, met four times in 2025. This committee:

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 processes with respect to the full board and each of the committees. 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. The results of these evaluations become the basis for discussions of board, committee and director performances, in addition to recommendations for improving in functionality of the board, each committee of the board and individual director contribution.

Risk oversight

The board of directors plays an active role, both as a whole and also at the committee level, in the oversight and management of the company’s risks. Management is responsible for the company’s day-to-day risk management activities and oversees areas of material risk, which include strategic, operational, financial, legal and regulatory, human capital, information technology, cybersecurity and physical security, sustainability and climate change, and reputational risks. The company has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with the company’s annual planning, audit scoping, and control evaluation management by its internal auditor.

The involvement of the board in assessing our business strategy at least annually is a key part of its oversight of risk management, its assessment of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk for Enpro. The board of directors regularly receives updates from management and outside advisors regarding this oversight responsibility.

In addition, the committees of the board of directors oversee certain aspects of risk management as presented below:

The Audit and Risk Management and the Compensation and Human Resources committees rely on the advice and counsel of our independent auditors and independent compensation consultant, respectively, to raise awareness of any risks that may arise during their respective regular reviews and audit of our financial statements and executive compensation policies and practices.

Meetings and attendance

The board met six times in 2025. 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 2025, each director attended at least 75% of the meetings of the full board and of the board committees on which he or she serves that were held during the period of the director’s service.

All directors are encouraged by policy to attend our annual meeting of shareholders and, other than one director who had a pre- existing conflict, all of the director nominees attended our 2025 annual meeting. 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 2025 annual meeting.

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 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 Conduct (the “Code”) applies to our directors and all Enpro colleagues, 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.

All members of the board and all officers must annually certify their compliance with the Code. Each director and officer certified compliance without exception in the first quarter of 2026.

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

Corporate social responsibility and sustainability

Our emphasis on corporate social responsibility and sustainability is at the core of how Enpro does business. We believe this focus creates long-term value for all stakeholders, while positioning our businesses for ongoing success. This focus aligns with and includes our strategy of attracting and retaining the most talented people across the organization, nurturing their physical and mental health, and fostering holistic development and well-being throughout their careers.

Board oversight. Our board of directors exercises oversight with respect to corporate social responsibility and sustainability matters directly and through its committees. The Compensation and Human Resources Committee annually reviews our human capital resource strategies, including talent development, and more frequently considers matters with respect to employee safety, retention and inclusion. The Nominating and Corporate Governance Committee reviews our business strategy, policies and processes with respect to environmental, social and sustainability matters.

The Nominating and Corporate Governance Committee has appointed a cross-functional Sustainability Committee—comprising executive-level representatives from legal, finance, supply chain, human resources, internal audit, and operations—to support the Company’s focus on financial performance, human development, and being an outstanding corporate citizen. The Sustainability Committee meets quarterly to evaluate progress toward our GHG emissions goals; assess sustainability related risks and opportunities, including investments in low carbon product innovation, waste reduction and circularity initiatives; evaluate emerging disclosure requirements and market expectations; and integrate material sustainability and corporate social responsibility considerations into the Company’s processes, practices, disclosures, and overall business strategy. The Sustainability Committee reports directly to the Nominating and Corporate Governance Committee, helping the board fulfill its oversight responsibilities for sustainability matters and enabling the integration of sustainability related considerations into Enpro’s risk management frameworks, capital allocation processes, and business strategy.

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

In January 2025, we launched an Enpro-wide initiative called “Enpro 3.0 - Accelerating Personal and Profitable Growth.” This initiative provided the foundation for our colleagues to chart their paths for personal and professional development on top of the fundamental responsibilities to drive value through our leading-edge suite of products and solutions. Supporting this enterprise-wide development program, we have continued to launch a number of external learning tools, in addition to creating Enpro-specific content focusing on growth, improving financial acumen, developing psychological awareness, and emphasizing the importance of our leading safety culture. In addition, as part of our ongoing employee-development efforts, we continue to deploy our We Are Enpro program to all new hires to introduce each person to our culture, values, purpose, and principles. Additionally, as continuous improvement is a fundamental cornerstone to our way of working, in 2026 we will also deploy leader training focused on Accountability and Wellbeing, so our leaders are better equipped to foster trust, inclusion and engagement.

As part of our commitment to our people, we provide a comprehensive compensation and benefits program that is designed to attract and retain employees. Our programs are structured to meet the evolving needs of our team members and their families. In the United States, we have a minimum wage of $17 per hour at all facilities that we have operated for at least one year. Benefits in the United States also include a 401(k) plan with above-market company match, an award-winning health and well-being program, flexible vacation and time-off policies, enhanced employee assistance programs, paid family leave, and comprehensive healthcare benefits, as well as company-paid long-term disability, critical illness, and accident insurance coverage. We continue to focus on the mental well-being of our colleagues through company-wide resource groups that focus on mental health, as well as through our employee assistance programs and a mental health support community group.

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

We have an active and engaged EHS Community of Practice at Enpro. Our EHS leaders work as a global team to develop new initiatives and in 2025 Enpro continued to build upon our award-winning safety system, a cornerstone of our company’s culture. Enpro’s safety culture begins for each of our colleagues through engaged Safety Action Teams at all locations. In addition, we invest significant time familiarizing new team members to our culture, which is very likely unique from any place they have worked before. We regularly practice Leadership Safety Walks, where members of our leadership team conduct hazard identification activities at our sites around the world. We continually analyze our safety metrics to identify areas of focus for further injury reduction activities.

We continue to see progress in our journey towards alignment with ISO 45001 - three operations have third party ISO 45001 certification. This alignment strengthens our safety culture and creates enhanced safety processes to drive consistency and repeatability. We enable all members of our EHS Community of Practice to be trained as ISO lead auditors and our internal Safety Audit program continues to progress toward alignment with ISO audit practices.

For 2025, our Total Recordable Incident Rate (TRIR) was 0.64 and Lost Time Case Rate (LTCR) was 0.09, making 2025 our best year ever for TRIR and LTCR.

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

Supporting our communities. In connection with our commitment to promoting diversity and improving the communities where our employees live and work, in 2020, we launched the Enpro Foundation to support charitable, educational, and other organizations working to advance education, equality, diversity and the preservation of human dignity. The Foundation is managed by employees who volunteer their time and talents to fulfill this mission. Enpro has contributed $2.25 million to the Enpro Foundation since its formation in 2020 and our Foundation has made $1.6 million in donations, with a special focus on charitable organizations nominated by our colleagues. Through our Foundation, we have created and funded an employee assistance fund, administered by a third-party that specializes in this type of fund, where we assist employees that are facing difficult challenges, including family sickness, impact from natural disasters, or other tragedies, in a way that is objective, respectful and confidential.

Environmental sustainability. Enpro recognizes that climate change is a significant and complex challenge that we must address in partnership with all of our stakeholders. We are committed to diligently exploring all opportunities to reduce our energy usage, optimize resource use, and minimize associated greenhouse gas (GHG) emissions. In recent years, we have we have taken meaningful steps to reshape our portfolio, including divesting certain carbon-intensive operations, exiting highly carbon-intensive market sectors, and acquiring businesses that are more technologically advanced and inherently less carbon intensive. Enpro also established a Sustainability Community of Practice in 2024 with representatives from corporate and manufacturing locations for all Enpro businesses with the mission of integrating sustainability strategies and principals for each other, our customers, our communities, the environment, our financial stakeholders, and future generations.

Our products and solutions—ranging from highly engineered gaskets and seals to advanced cleaning and coating processes for high-value tools in the semiconductor value chain—safeguard our environment by preventing the release of harmful substances into the environment, extending and keeping volatile substances within a closed system for optimal operating performance. We also design, manufacture and sell solutions for renewable energy alternatives such as nuclear and hydrogen energy and biogas, provide safety applications that protect human life on our roads, supply specialized monitoring for wastewater and liquid effluents, and offer solutions that optimize supply chains, as in the semiconductor industry, while reducing their carbon footprint. Across Enpro, our high-value portfolio, mission-critical solutions serve markets where a failure could be catastrophic and pose risks to human life or the environment.

Enpro set a goal of reducing combined Scope 1 and Scope 2 GHG emissions intensity by 3% per million dollars of revenue per year, as compared to the 2022 baseline year. Intensity-based targets are aligned with Enpro’s focus on both strategic and organic growth, as well as the diverse nature our businesses. While individual manufacturing operations strive for absolute emissions reductions, the enterprise-wide intensity target is better suited to tracking improvements in carbon efficiency as we continue to grow and evolve.

Between 2022 and 2025, Enpro achieved more than 3,500 tons CO2e/year in absolute GHG emissions reductions, representing a more than 9% overall decrease. These reductions translate to a 13% improvement in GHG emissions intensity over the same period, which exceeds Enpro’s target of 3% annual reduction (9% total over three years).

In 2025, Enpro advanced our sustainability practices through several key advancements:

For more information, please see our most recent Sustainability Report, CDP questionnaire, and TCFD-aligned climate-related risk disclosure, which are available on our website at www.enpro.com.

Compensation Committee interlocks and insider participation

Mr. Keating, who is not being nominated for re-election, serves as a member of the Compensation Committee and, since October 2023, has served as the President, Chief Executive Officer and a director of Excelitas Technologies Corp. (“Excelitas”). At the time Mr. Keating joined Excelitas, Excelitas was, and has continued to be, a customer of Enpro’s Alluxa division, and Excelitas had been a customer of Alluxa prior to Enpro’s acquisition of Alluxa in 2020. During 2025, Alluxa provided goods and services to Excelitas. The amount of such transactions in 2025 was approximately $293,500. Alluxa provided such goods and services to Excelitas on its standard commercial terms available on the same basis to unrelated third parties. The Enpro board concluded that such transactions are not material to Enpro and do not constitute a material relationship between Mr. Keating and our company.

Our engagement with 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 discipline, acquisition criteria, business continuity, sustainability initiatives, management succession, compensation practices and culture and development of our colleagues across the organization.

Communications with the board

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

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

Shareholders and other interested parties who wish to send anonymous and confidential correspondence to the board may do so through our Entegrity Assistance Line. The line is staffed by an independent third party who is responsible for receiving and forwarding messages submitted on the line. Instructions for using the line are available under the “Entegrity Assistance Line” link accessed from the “Governance” link, which is accessed from the “About Us” link on our website at www.enpro.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 2025:

Additional cash compensation is paid to:

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

Employee directors receive no compensation for serving on our board.

We periodically review benchmarking studies to evaluate the amount and form of compensation paid to non-employee directors relative to the compensation paid to non-employee directors of peer companies. For 2026, the amount of the annual grant of shares to non-employee directors was increased from $125,000 to $140,000, the additional annual fee paid to the Chair of the Compensation and Human Resources Committee was increased from $15,000 to $16,000, and the additional annual fee paid to the Chair of the Nominating and Corporate Governance Committee was increased from $10,000 to $12,000. 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 12, 2026, all of the directors who have served for five years complied with this requirement.

A deferred compensation plan allows non-employee directors to defer receipt of all or part of the cash portion of their annual retainer fees. The deferred portions of the fees can be directed to a cash account or a stock account. Fees deferred into a cash account are credited with a return based on an investment option chosen by the director from those available under our Retirement Savings Plan for Salaried Employees (excluding our common stock). Fees deferred into a stock account are credited with stock units, each equal in value to the fair market value of one share of our common stock on a given date. All amounts deferred are payable after a director ceases his or her service on the board. As of December 31, 2025, the following directors had deferred compensation balances under the plan: Mr. Abbey, 1,429 stock units; Mr. Botts, 2,972 stock units; Mr. Brueck, 10,057 stock units; Ms. Gulfo, 514 stock units; Mr. Hauser, $2,842,789 and 8,588 stock units; Mr. Humphrey, 7,865 stock units; Mr. Keating, 1,720 stock units; and Ms. Reinsdorf, 565 stock units.

The following table presents the compensation we paid to all non-employee directors for their service in 2025.

2025 Non-Employee Director Compensation

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 2026 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, will 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:

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

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

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

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 2025 executive compensation program, the Committee considered prior years’ say-on-pay votes, shareholder feedback, and advice from the Committee’s independent compensation consultant.

Our named executive officers

Our named executive officers, or NEOs, for 2025 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.

About Enpro

At Enpro, we Empower Technology with Purpose. We are a leading-edge industrial technology company that focuses on critical products and solutions that serve a diverse set of faster-growing end markets that touch our lives every day. The variety of applications produced by the company safeguard critical environments and offer a level of precision and reliability that customers rely upon.

In January 2025, we launched an Enpro-wide initiative called “Enpro 3.0 - Accelerating Personal and Profitable Growth,” which represents our strategic path forward into 2030. Over this time period, we aim to generate mid-to-high single digit organic revenue growth, complemented by strategic acquisitions that expand our capabilities in areas of our portfolio growing faster, without the use of excess leverage. The company is cash generative, and we continue to make investments to support both the growth of the enterprise, and the personal and professional growth and development of our colleagues.

·   High-margin products and solutions that offer competitive differentiation through technology, safety, environmental and process reliability, and applied engineering capability. ·   Recurring or aftermarket revenue streams for many of our products and solutions enable reduced cyclicality and long-term durability of revenue. Our products and solutions offer environmental, process protection, and safety benefits, particularly in harsh or critical environments that require regular preventative maintenance or replacement. •   Leverage continuous improvement, commercial excellence and supply chain processes to increase or preserve profitability, ensure product quality and availability and maximize operational efficiencies with technology and discipline. •   Maximizing long-term shareholder returns through commitment to superior capital allocation, sustainability and community involvement. •   Empowering our colleagues with a mindful, collaborative culture that values safety, excellence and respect, while encouraging their continuous personal and professional development.

Part of our culture of commercial and operational excellence is the effectiveness of our operating system that focuses on continuous improvement, strategic pricing discipline, technology implementation and customer intimacy in an effort to improve or maintain margins and drive strong, consistent free cash flow. We create value by maintaining world-class standards, empowering every employee to continually learn and adopt the mentality of an owner, and instilling a desire to learn from others, contribute to others, and ensure company-wide commitment and accountability. Our operating system has been tested in a variety of economic and geopolitical cycles and changes over time and allows us to deploy the strengths of our organization throughout our enterprise to invest in a stronger future. These operating disciplines are enduring at Enpro and are integrated into all elements of our company.

Summary of business highlights

In the first year of Enpro 3.0, our teams across the organization were motivated and focused on delivering on our growth promises. Enpro’s 2025 sales increased nearly 8% organically at strong profitability levels despite continued choppiness in the global semiconductor industry, slow industrial process demand internationally, and cyclical weakness in commercial vehicle OEM demand in North America. Our 2025 financial results continue to demonstrate the balance and resilience of the Enpro portfolio as well as the commitment to excellence from our nearly 4,000 colleagues around the world.

Throughout 2025, we continued to invest in areas of the business where we see opportunities to drive profitable revenue growth. We remain committed to delivering mid-single digit organic revenue growth in Sealing Technologies and at least high-single digit growth in the Advanced Surface Technologies (“AST”) segment into 2030, with capital efficiency at premium profitability during the Enpro 3.0 planning horizon into 2030.

Enpro’s leading-edge businesses have many common characteristics, with products and solutions representing a small percentage of total customer spend, but providing customers highly customized functionality to safeguard their critical processes and environments. We intend to continue to invest, both organically and through select strategic acquisitions, to continue to drive the company’s growth rates and enhance enterprise value.

Our Sealing Technologies segment produced another year of excellent results in 2025 with sales increasing nearly 8% organically, with strength in aerospace, food and biopharma and domestic general industrial markets, offsetting overall sluggish OEM demand in our commercial vehicle market and a tepid industrial backdrop internationally. We are pleased with the record profitability achieved in 2025, as well, and are excited to continue to invest in the segment to drive mid-single digit revenue growth at these premium profit levels. Complementing the strong performance of the overall segment organically, we completed two acquisitions in the second half of 2025: AlpHa Measurement Solutions and Overlook Industries. Both strategic acquisitions extend our capabilities in compositional analysis and biopharmaceutical production, with differentiated technology, strong market positions and above-average growth opportunities. With differentiated market and technology positions and focus on the aftermarket, in addition to continued investment in organic growth, our long-term outlook for the Sealing Technologies segment remains positive.

Our AST segment, largely participating in the semiconductor market, performed well despite continued soft conditions in the overall industry. Our exposures on leading-edge applications driving artificial intelligence and increasing complex chip architectures, and our advanced cleaning solutions, performed well, while overall semiconductor capital equipment spending remained choppy. Throughout this slower demand environment, we continue to invest in areas where we are strongest, while implementing our continuous improvement playbooks to drive optimized segment level performance.

Strategic highlights. In the second half of 2025, we completed the acquisitions of AlpHa Measurement Solutions, headquartered in Houston, Texas, and Massachusetts-based Overlook Industries for a total of $280 million in cash, both included in the Sealing Technologies segment. The company continues to generate strong free cash flow to fund our growth initiatives and maintain a reasonably conservative leverage ratio.

Financial highlights. Reported sales increased 9% in 2025, including the partial-year contribution from AMI, AlpHa Measurement Solutions and Overlook Industries. We are pleased with the company’s overall performance in the year, despite persistent choppiness in semiconductor capital equipment spending and slow commercial vehicle OEM demand. Overall, total Enpro operating income increased 14%.

In May 2025, we refinanced our senior notes, extending maturity to 2033, while doubling the size of the company’s revolving credit facility to $800 million. We increased our annual dividend for the tenth consecutive year in 2025. Our balanced capital allocation approach continues, and we have ample financial and strategic flexibility to execute on our vision for Enpro 3.0.

Shareholder engagement

At our 2025 annual meeting held in April, 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 97.0% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. Accordingly, the results of the April 2025 shareholder vote were not available to the Committee when the structure for the 2025 compensation awards had been set by the Committee.

During our engagement with shareholders in the past year, we expressly solicited shareholder feedback on our compensation practices. During these conversations, shareholders offering suggestions about our performance-driven compensation practices are greatly considered and we received positive support for our company-wide compensation, retention and benefits programs.

We communicate investor feedback on our compensation practices to the Committee and consider shareholder views as we seek to align our policies and practices with the interests of our financial stakeholders. In addition, the results of the shareholder vote at the 2025 annual meeting and feedback received in response to our outreach to shareholders related to that vote were considered by the Committee in determining the executive compensation program for 2026.

2025 executive compensation decisions at a glance

2025 target compensation rewards success. Our compensation program enables us to attract and retain talented and highly motivated executive officers who are capable of driving our success and building value for our shareholders. The performance- based structure of our compensation program is designed to incentivize achievement of superior performance results and to align the interests of our executive officers with the interests of our shareholders.

The following charts show the relative portion of Mr. Vaillancourt’s 2025 target compensation and the average target compensation of the other NEOs. Target compensation consists of the base salary for 2025, target annual performance- based cash compensation awards made in 2025, target Performance Share Awards (PSAs) granted in 2025, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 2025 and other 2025 compensation, principally company contributions to defined contribution retirement plans.

Compensation program outcomes. For the awards made in 2025 under our annual performance plan, the Committee, consistent with its decision in prior years, selected adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) as the performance measures. The Committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. For awards made in prior years, these measures were equally weighted, but for the awards made in 2025 the Committee increased the weighting of the adjusted EBITDA metric to 70%, with the Cash Flow ROIC metric being weighted 30%. In February 2023, executive officers then employed by us were granted Performance Share Awards with payouts 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). The Performance Share Award amounts are denominated in shares of our common stock with a three-year performance period that ended on December 31, 2025 and are paid out in an equal number of shares of common stock plus cash in an amount equal to the dividends that would have been paid on such shares as if they had been issued on the date the award was granted. The following summarizes the actual payouts to those executive

officers, relative to the target levels, for 2025 under the annual performance plan and of the Performance Share Awards for the 2023-2025 performance cycle.

Consistent program for 2026

The Committee believes that the 2025 compensation program yielded compensation results appropriate for the level of our performance and, in light of shareholder support for our compensation structure, the Committee retained the structure of the 2025 compensation program for the 2026 program.

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 program 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:

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 2025 executive compensation program.

The decision-making process

The role of the Committee. The primary function delegated to the Committee by our board is overseeing the design and cost of our compensation programs, particularly the program for executive officers. The Committee determines executive compensation based on a comprehensive view of factors designed to produce long-term business success. All of our non- management directors sit on the Committee.

When setting targeted compensation for each of our executive officers, the Committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of targeted compensation, the Committee reviews compensation data for a broad survey group and for a peer group prepared by its independent executive compensation consultant.

The Committee generally sets annual salary rates and makes annual incentive and long-term compensation awards at its meetings in February of each year. The Committee occasionally adjusts compensation arrangements, including making long- term compensation awards, to NEOs or other employees at other times, such as in connection with hiring, promotion or for retention purposes.

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

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

The role of market analyses. In evaluating target compensation levels, the Committee has engaged its independent executive compensation consultant, Pearl Meyer, to prepare benchmarking studies. These studies have been prepared and presented to the Committee generally every year. The most recent study reviewed by the Committee to inform its February 2025 compensation decisions was prepared in October 2024.

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

At the direction of the Committee, Pearl Meyer screened and reviewed companies with industry classifications relevant to Enpro’s portfolio of businesses, reviewed the peer groups included in the reports of certain principal proxy advisory firms, and conducted an analysis to identify potential peer companies, evaluating comparability in terms of sales, business mix alignment, and market value, among other factors. The peer group selected by the Committee for the study used for the purposes of setting compensation levels for 2025 was as follows:

The peer group selected for the study was the same group selected for the study conducted by Pearl Meyer in 2023, except that Altra Industrial Motion Corp. was removed from the peer group as a result of it being acquired. The prior-twelve-month revenues for the of the peer group companies based on the most recently issued financial reports at the time of the study (which was completed prior to the acquisition of Barnes Group Inc.) ranged from $515 million to $3.3 billion, with median estimated annual revenues of $1.6 billion. For executive compensation purposes, we believe a comparison of the relative size and complexity of a company is more important than a comparison of specific products manufactured. As recommended by the Committee’s

independent compensation consultant, the Committee adjusted the peer group of companies to be used for benchmark comparisons in setting executive compensation starting with determinations for 2026 by removing Barnes Group Inc., Mueller Water Products, Inc., Watts Water Technologies, Inc. and Woodward, Inc. and adding MKS Inc., Onto Innovation Inc. and Veeco Instruments Inc.

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.

2025 executive compensation decisions in detail

Base salary

Base salaries provide a fixed level of compensation. Adjustments to base salary rates typically are made in February of each year and are effective on or about April 1, though mid-year adjustments may be made in the event of promotion or other special circumstance. In 2025, the Committee increased the base salary rate for Mr. Vaillancourt by 5.0% from the annual salary rate set in 2024 and by an average of 4.5% for the other named executive officers from the levels set in 2024, with individual adjustments ranging from 3.5% to 7.0%.

Annual performance incentive plan awards

The plan used by the Committee to grant annual incentive awards is designed to give executive officers a personal financial incentive to help us reach annual business goals that drive our long-term objectives. We refer to this plan as the annual performance plan. The amount of awards paid under our annual performance plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 50% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at a maximum level of performance are 200% of the target payout. Performance between any of the established levels yields a proportional payout. The Committee, after reviewing the company’s performance in 2025, was permitted to adjust amounts payable under the awards in its discretion.

For 2025, the performance measures and weightings for the annual performance plan were:

For awards made in prior years, these measures were equally weighted. The Committee increased the weighting of the adjusted EBITDA metric for the awards made in 2025 to further incentivize management to pursue high-margin top-line growth as a key priority in executing on our value-creating strategy, while continuing to maintain an important focus on cash flows.

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

The Committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. The Committee believes that performance against these measures is a primary driver, over time, of the value of our company. The Committee believes that adjusted EBITDA (or, earnings before interest, income tax, depreciation and amortization expenses and selected items) and Cash Flow ROIC (or, cash flow return on operating capital) are the most appropriate measures of the annual operating performance of our businesses. These performance measures were selected also to focus operators on assets they can control—working capital and capital expenditures and earnings on those assets. The Committee selected Cash Flow ROIC because this measure includes an emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on high-margin growth, optimizing cash flow of our existing businesses and selectively pursuing strategic acquisitions that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the Committee took into account management’s recommendations.