Felix Brueck
EnproAbout Felix Brueck
Felix M. Brueck, age 69, has served as an independent director of Enpro Inc. since 2014. He is Director Emeritus of McKinsey & Company, where he spent nearly 30 years advising on operational and organizational transformations across technologically complex industries; prior roles include engineer at Robert Bosch. He holds a Dipl. Ing. (equivalent to MS in Mechanical Engineering) from RWTH Aachen University and a Master’s in International Management from Thunderbird School of Global Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director (pre-2012); later Director Emeritus | ~30 years; retired 2012 | Led Manufacturing Practice (Americas) and Organizational Effectiveness Practice (Americas); founder of Performance Transformation Practice |
| Robert Bosch GmbH | Engineer | Pre-McKinsey | Technical/operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McKinsey & Company | Director Emeritus | Ongoing | Advisory stature; no public company directorships disclosed for Brueck |
Board Governance
- Committee assignments: Audit and Risk Management Committee; Compensation and Human Resources Committee. Independence status: independent director .
- Committee chairs (board-wide): Audit and Risk Management Committee – chair John Humphrey; Compensation and Human Resources Committee – chair Thomas M. Botts; Nominating and Corporate Governance Committee – chair Judith A. Reinsdorf; Board Chairman – David L. Hauser (independent) .
- Meetings and attendance: Board met five times in 2023; each director attended at least 75% of board and applicable committee meetings during their service period .
- Governance policies: Annual director elections; independent directors meet in executive sessions without management; stringent stock ownership guidelines; anti-pledging/anti-hedging; clawbacks; independent comp consultant .
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee/Chair Fees ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 90,000 | — | 12,920 | 215,754 |
| 2023 | 90,000 | — | 13,469 | 213,561 |
| 2024 | 100,000 | — | 14,164 | 246,586 |
Notes:
- Program-level changes: Non-employee director annual cash retainer increased from $90,000 to $100,000 for 2024; board chair fee increased to $100,000; equity grant target raised to ~$125,000 for 2024 .
- “All Other Compensation” primarily represents dividend-equivalent phantom share issuances tied to prior phantom awards .
Performance Compensation
| Year | Stock Awards ($) | Equity Type | Vesting | Performance Metrics |
|---|---|---|---|---|
| 2022 | 112,834 | Fully-vested shares or phantom shares (director election) | Fully vested when awarded; phantom settles in shares at end of service | None—directors not paid based on performance metrics |
| 2023 | 110,092 | Fully-vested shares or phantom shares (director election) | Fully vested when awarded; phantom settles in shares at end of service | None—directors not paid based on performance metrics |
| 2024 | 132,423 | Fully-vested shares or phantom shares (director election) | Fully vested when awarded; phantom settles in shares at end of service | None—directors not paid based on performance metrics |
2024 grant details (board-wide):
- Grant date: February 15, 2024; each non-employee director then serving received 803 shares or 803 phantom shares; average price used to determine shares: $155.66; disclosed grant date fair value uses closing price $164.91 .
Other Directorships & Interlocks
| Individual | Current Public Company Boards | Committee Roles Elsewhere | Interlocks/Conflicts Noted |
|---|---|---|---|
| Felix M. Brueck | None disclosed | — | None disclosed in proxy excerpts reviewed |
Expertise & Qualifications
- Operational/organizational transformation expertise across Enpro’s end markets; leadership development and productivity optimization; global market experience (Munich, Tokyo, Cleveland postings) .
- Technical credentials: Dipl. Ing. in Mechanical Engineering (RWTH Aachen); Master’s in International Management (Thunderbird) .
Equity Ownership
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Beneficially owned shares | 17,034 (as of Mar 1, 2023) | 17,950 (as of Mar 2, 2024) | — |
| Directors’ stock units (deferred comp stock account) | 9,823 (as of Dec 31, 2022) | 9,918 (as of Dec 31, 2023) | 9,993 (as of Dec 31, 2024) |
| Phantom shares (settled in shares; dividend equivalents accrue) | — | — | 11,871 (as of Dec 31, 2024) |
Ownership alignment and policies:
- Stock ownership guideline: Directors must own Enpro shares equal to ≥5x annual cash retainer within 5 years of joining; phantom shares count toward compliance; as of Feb 13, 2025, all directors serving ≥5 years complied .
- Anti-hedging and anti-pledging policies apply to executives and directors .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-votes |
|---|---|---|---|---|
| 2023 | 15,652,089 | 3,557,029 | 41,938 | 495,827 |
| 2024 | 18,659,730 | 1,073,577 | 10,814 | 412,839 |
| 2025 | 19,245,739 | 592,109 | 10,625 | 362,374 |
Compensation committee practices:
- Independent compensation consultant engaged; consultant reports directly to committee and provides no other services .
- No tax gross-ups for change-in-control termination payments; legacy gross-up eliminated Feb 2024 .
- Clawback policies allow recovery of performance-based comp following restatements; anti-hedging/anti-pledging policies in place .
Governance Assessment
- Alignment signals: Independent status; service on Audit and Compensation committees; meaningful equity-based director compensation; robust ownership guideline with confirmed compliance; improving and strong say-on-pay support; anti-hedging/anti-pledging and clawback policies .
- Engagement: At least 75% attendance; board met five times in 2023; independent directors hold executive sessions; shareholder communication channels via EnTegrity Assistance Line and board correspondence process .
- Compensation structure: Fixed cash retainer plus fully-vested share/phantom equity; no performance metrics in director pay (reduces short-term gaming risk, but places emphasis on ownership alignment and market-based valuation) .
- Potential conflicts/related-party exposure: No related-party transactions involving Mr. Brueck identified in the proxy excerpts reviewed; no pledging allowed under policy .
Red flags
- None observed specific to Mr. Brueck in disclosures reviewed. Continued monitoring warranted for any future related-party transactions or attendance shortfalls .
Appendix: Committee Membership Context and Board Policy References
- Committee chairs: Audit – John Humphrey; Compensation – Thomas M. Botts; Nominating – Judith A. Reinsdorf; Board Chairman – David L. Hauser .
- Director compensation program parameters (2024): $100,000 cash retainer; ~$125,000 annual equity grant; phantom shares fully vested when awarded and settle at board service end .
- 2024 equity issuance detail: 803 shares/phantom shares granted; average price basis $155.66; grant-date fair value based on closing price $164.91 .
- Deferred compensation: Directors may defer cash retainers to stock or cash accounts; Mr. Brueck’s deferred stock units increased from 9,823 (2022) to 9,993 (2024) .