Eric Vaillancourt
EnproAbout Eric Vaillancourt
Eric A. Vaillancourt (age 61) is President and Chief Executive Officer of Enpro Inc. (NYSE: NPO) and a member of the board since 2021; he served as Interim CEO from August 2, 2021 and was appointed CEO on November 28, 2021 . He holds a B.S. in Business Management from Empire State College and completed the Harvard Management Program in 2014 . Under his tenure, Enpro’s cumulative TSR rose to a value of $273.49 on a $100 base as of year-end 2024, versus $215.78 for the proxy peer group; 2024 net income was $72.9 million and adjusted EBITDA (company’s pay-versus-performance metric) was $258.8 million . Pay-for-performance alignment is evidenced by 2024 annual incentives paying at 129.3% of target and 2022–2024 PSUs vesting at 150% on 74th percentile relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enpro – Sealing Technologies segment | President | Aug 2020 – Nov 2021 | Led segment through pricing discipline and optimization; foundation for margin resilience noted in 2024 . |
| Enpro – STEMCO division | President | Jul 2018 – Aug 2020 | Drove operational improvements in commercial vehicle end market . |
| Enpro – Garlock division | President | Nov 2014 – Jul 2018 | Structural improvement and continuous improvement initiatives . |
| Enpro – Garlock Sealing Products | President | Pre-2014 | Division leadership across products in critical sealing . |
| Enpro – Garlock division | VP, Sales & Marketing | Pre-2014 | Commercial excellence groundwork . |
| BlueLinx Corporation | Regional VP North – Sales & Distribution (prior roles of increasing responsibility) | Pre-2009 | Distribution and commercial leadership experience . |
External Roles
- No external public company directorships disclosed for Vaillancourt in the proxy biographies .
Board Governance and Service
- Director since 2021; not independent (employee director) .
- Committee roles: Chairs the Executive Committee (the Executive Committee did not meet in 2024) .
- Board leadership: Independent Chairman (David L. Hauser); Enpro separates CEO and Chair roles; independent directors meet in regular executive session .
- Attendance: Each director attended at least 75% of 2024 board/committee meetings; all directors then serving attended the 2024 annual meeting .
Fixed Compensation
| Metric (CEO – Eric A. Vaillancourt) | 2024 |
|---|---|
| Base Salary ($) | 886,154 |
| Target Annual Bonus (% of Salary) | 100% |
| Actual Annual Bonus Payout (% of Salary) | 129.3% |
| Actual Annual Bonus ($) | 1,145,797 |
| Other Compensation (401k, deferred comp, relocation, etc.) ($) | 223,423 (includes $7,859 tax gross-up on relocation benefits) |
Notes:
- Bonus metrics: Adjusted EBITDA and Cash Flow ROIC (equally weighted in 2024; reweighted to 70%/30% in 2025) .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 245.7 | 277.6 | 309.5 | 258.8 | 35.3% |
| Cash Flow ROIC (%) | 50% | 24.8% | 27.6% | 30.4% | 30.0% | 93.9% |
| Total Payout | 100% | — | — | — | — | 129.3% of target |
- 2025 weighting shift: Adjusted EBITDA 70%, Cash Flow ROIC 30% .
Long-Term Incentives (Grant year 2024)
| Vehicle | Allocation of LTI | Grant Terms | Vesting | CEO Grant Detail (2024) |
|---|---|---|---|---|
| PSUs (rTSR vs S&P SmallCap 600 Capital Goods) | 30% | 0% <25th; 50% at 25th; 100% at 50th; 200% at ≥75th; capped at 100% if absolute TSR negative | Cliff at 3 years; pro-rata on death/disability/retirement; double-trigger on CoC if assumed | 7,233 target units |
| Stock Options | 30% | 10-year term; strike = close on grant date | 1/3 annual over 3 years; double-trigger on CoC if assumed | 16,984 options at $156.20 (2/27/2024) |
| RSUs | 40% | Settle in shares + dividend equivalents | 1/3 annual over 3 years; double-trigger on CoC if assumed | 9,644 units |
Historical PSU Outcome:
- 2022–2024 PSU cycle: rTSR 74.2 percentile; payout 150% of target; CEO cash payout $3,295,442 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 3, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Eric A. Vaillancourt | 104,635 | <1% |
Ownership policies and alignment:
- CEO stock ownership guideline: 6x base salary (increased from 5x in 2023); NEOs 3x; five-year compliance window to Oct 31, 2025. As of February 2025, current NEOs with ≥5 years in role meet guidelines .
- Anti-hedging and anti-pledging: Prohibited for executives and directors .
Vesting overhang and potential selling pressure:
- Unvested CEO RSUs outstanding at 12/31/2024: 3,794 (vested 2/15/2025), 8,009 (vesting 2/16/2025 & 2/16/2026), 9,644 (vesting 2/15/2025, 2/15/2026, 2/15/2027) .
- CEO options exercisable/unexercisable at 12/31/2024: multiple tranches including 16,984 unexercisable (vesting 2/27/2025–2027) at $156.20; additional earlier grants outstanding at strikes $53.78, $80.00, $106.10, $106.54, $110.73 .
Realizations:
- 2024 stock/PSU vesting value realized by CEO: $5,017,124 (no option exercises reported for CEO in 2024) .
Employment Terms
Severance (non-CoC):
- CEO severance policy: 24 months base salary continuation; pro rata annual incentive for year of termination; pro rata LTI (including PSUs) based on service in cycle; CoC recipients are not eligible for standard severance .
Change-in-Control (double-trigger):
- Structure: 2-year continuation period post-CoC with same role, comp and benefits .
- Cash payments upon qualifying termination during continuation:
- Lump sum equal to 2x base salary; pro rata target annual bonus for year of termination; lump-sum approximating remaining annual bonus over the period (greater of recent payout/target) .
- Health/dental premium equivalent (grossed up for income/payroll taxes, not excise) for the period .
- Equity: PSUs at least pro-rated at the greater of target or actual to last quarter-end before CoC; RSUs/options per plan, with double-trigger vesting if assumed .
- No excise tax gross-up; scale-back to avoid 280G tax if beneficial; legacy gross-ups were eliminated by amendment (e.g., 2024 CFO amendment) .
- Illustrative CEO CoC termination value at 12/31/2024: $22,450,084 (salary/bonus continuation + equity + benefits) .
Clawbacks and recent restatement:
- Two clawbacks: legacy misconduct-based and NYSE Dodd-Frank compliant (effective Oct 2, 2023). A 2025 restatement reclassifying 2022 cash flows triggered review; committee concluded no clawback was required for annual plan or PSU payouts .
Perquisites:
- Minimal; CEO relocation benefits in 2024 included tax gross-up ($7,859) specific to relocation benefit, not golden parachutes .
Performance & Track Record
Financial Performance (FY, USD millions)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues | 840.4* | 1,099.2 | 1,059.3 | 1,048.7 |
| EBITDA | 155.8* | 248.3* | 236.7* | 253.0* |
| Net Income | 177.9* | 205.1 | 22.2 | 72.9 |
Values marked with * were retrieved from S&P Global.
Pay-versus-performance reference points:
- Cumulative TSR (value of $100): Enpro $273.49; Peer group $215.78 (periods per SEC Pay vs Performance table) .
- Adjusted EBITDA (company disclosure metric): $258.8 million (2024); $245.2 million (2023) .
Compensation Structure Analysis
- Mix and risk: High proportion of at-risk pay with balanced short- vs long-term; LTI all stock-based since 2023 (PSUs/RSUs/options) .
- Metric rigor: Annual plan combines profitability (Adjusted EBITDA) and capital efficiency (Cash Flow ROIC); in 2025, increased EBITDA weight to emphasize high-margin growth while maintaining cash focus .
- Relative alignment: 2024 annual plan payout at 129.3% and PSU cycle at 150% aligned to rTSR at 74th percentile, reinforcing link to shareholder returns .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~94.6% For .
- 2025 annual meeting votes: Say-on-Pay approved with 19,245,739 For / 592,109 Against / 10,625 Abstain; Equity Plan also approved (19,409,912 For / 426,245 Against / 12,316 Abstain) .
- Ongoing shareholder engagement on compensation and governance; feedback incorporated into 2025 program adjustments .
Compensation Peer Group (used for 2024 decisions)
- Altra Industrial Motion; Barnes Group; CTS; Curtiss-Wright; Enerpac Tool Group; Entegris; ESCO Technologies; FormFactor; Graco; Helios Technologies; IDEX; Materion; Mueller Water; Nordson; SPX Technologies; Standex; Watts Water; Woodward; Zurn Elkay .
Director Compensation (Governance Quality Reference)
- Non-employee director annual cash retainer: $100,000; equity grant ~ $125,000; additional chair retainers; stock ownership guideline: 5x cash retainer; anti-hedging and anti-pledging apply; phantom share deferrals permitted .
Investment Implications
- Alignment signals: Strong pay-performance linkage (above-target annual and PSU payouts tied to EBITDA/ROIC and rTSR), high CEO ownership with strict no-hedge/no-pledge and elevated ownership guideline (6x salary) reduce misalignment risk .
- Vesting overhang: Material RSU and option tranches vesting 2025–2027 (notably Feb dates) could create periodic selling pressure; however, policy requires retention until ownership guidelines met, mitigating forced selling .
- Retention/transition risk: Robust double-trigger CoC protection without excise gross-ups, and clear severance framework (24 months CEO) support continuity; no individual employment contract reduces rigidity but increases reliance on market-competitive pay .
- Execution track record: Portfolio and operational discipline produced resilient margins (Cash Flow ROIC above target; Sealing segment strength) despite semiconductor softness, supporting incentive payouts; TSR outperformance vs peer set under current CEO tenure is a constructive indicator .
End of report