Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, on August 2, 2021, the Board of Directors (the "Board")
of EnPro Industries, Inc., (the "Company") appointed Eric A. Vaillancourt as the
Company's Interim President and Chief Executive Officer and announced the
commencement of a search process to identify a permanent President and Chief
Executive Officer. On November 28, 2021, the Board appointed Mr. Vaillancourt as
the Company's President and Chief Executive Officer. In connection with the
appointment of Mr. Vaillancourt to these positions, on November 28, 2021, the
Board expanded the size of the Board from nine to ten and elected Mr.
Vaillancourt as a director to fill the resulting vacancy on the Board. In
addition, the Board appointed Mr. Vaillancourt as Chair of the Executive
Committee of the Board.
In connection with the appointment of Mr. Vaillancourt as President and Chief
Executive Officer, on November 28, 2021 the Compensation and Human Resources
Committee of the Board increased his annual base salary rate to $800,000
commencing on November 29, 2021 and, to reflect Mr. Vaillancourt's
responsibilities as President and Chief Executive Officer, including with
respect to the period from August 2, 2021 for his service as Interim President
and Chief Executive Officer, took the following actions to increase the amounts
of his long-term incentive compensation and to align such awards, to the extent
practical, to the terms of the respective form of awards made to him and the
Company's other executive officers as part of the annual award cycle in February
2021:
•awarded him restricted stock units for 4,712 shares of common stock to vest,
subject to Mr. Vaillancourt's continued employment, in equal installments on
February 16, 2022, February 16, 2023 and February 16, 2024;
•awarded him stock options to purchase 10,265 shares of common stock at an
exercise price of $106.10 per share (the closing price per share of the
Company's common stock on the New York Stock Exchange on Friday, November 26,
2021, which was the last trading day preceding the date of the award), which
stock options vest and become exercisable, subject to Mr. Vaillancourt's
continued employment, in equal installments on February 25, 2022, February 25,
2023 and February 25, 2024; and
•awarded him additional long-term incentive performance share units that are
denominated in share units and payable in cash ("Performance Shares Awards"),
having the same terms and conditions, including threshold, target and maximum
performance levels and performance measure (i.e., the Company's total
shareholder return compared to the same measure of the S&P SmallCap 600 Capital
Goods (Industry Group) Index), as the Performance Share Awards granted to the
Company's executive officers in February 2021 for the three-year performance
cycle ending December 31, 2023 (except that the performance period for the
Performance Share Awards granted to Mr. Vaillancourt is the three-year period
ending December 31, 2024), with a payout based on the value of 3,534 shares of
the Company's common stock upon achievement at the target performance level.
Item 7.01 Regulation FD Disclosure.
On November 29, 2021, the Company issued a press release announcing the
appointment of Mr. Vaillancourt as the Company's President and Chief Executive
Officer. A copy of this press release is furnished as Exhibit 99.1 hereto
and is incorporated herein by reference.
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The information furnished in Item 7.01, including Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), is not subject to the liabilities of that
section and is not deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of EnPro Industries, Inc. dated November 29, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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ENPRO INC. 
