Not independent
Tenure on this board
4.5 yrs
Also a director at
Federal Signal Corp (FSS)
8 nominees · 3 ballot items.
Elect eight directors; advisory vote to approve executive compensation ('say-on-pay'); ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.
Elect eight directors to hold office until the 2027 annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation paid to the company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding, advisory vote to approve the 2025 compensation arrangements for named executive officers as disclosed in the proxy statement. Management seeks this annual approval to demonstrate shareholder support for its executive pay philosophy and program, which emphasizes performance-based pay tied to adjusted EBITDA, Cash Flow ROIC, and rTSR, and a mix of short-term cash incentives and long-term equity incentives (Performance Share Awards, stock options, and RSUs). The board and Compensation Committee recommend a "FOR" vote, arguing that the program aligns management and shareholder interests, fosters retention, and balances short- and long-term incentives; they also note robust governance practices including an independent compensation consultant, clawback policies, stock ownership requirements, and limits on hedging/pledging. Context includes strong 2025 performance (adjusted EBITDA and rTSR payouts above target), prior 2025 shareholder support (~97% in 2025), and the Committee’s use of peer benchmarking; because the vote is advisory, the board will consider results when setting future compensation but is not legally bound by them.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Enpro’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.48% | 2,213,830 | $555M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.29% | 1,329,915 | $333M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 945,021 | $237M |
| 4 | WASATCH ADVISORS LP | 4.31% | 909,882 | $228M |
| 5 | FMR LLC | 4.24% | 895,504 | $224M |
| 6 | STATE STREET CORP | 3.84% | 812,019 | $204M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.33% | 703,876 | $176M |
| 8 | Invesco Ltd. | 3.24% | 684,420 | $172M |
| 9 | T. Rowe Price Investment Management, Inc. | 3.03% | 641,086 | $161M |
| 10 | BlackRock, Inc. | 2.99% | 630,983 | $158M |
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