John Humphrey
EnproAbout John Humphrey
Independent director; Age 59; Director since 2015. Former Executive Vice President and Chief Financial Officer of Roper Technologies (2011–May 2017; CFO since 2006) with prior CFO roles at Honeywell Aerospace and earlier engineering/manufacturing roles at Detroit Diesel. Education: B.S. in Industrial Engineering (Purdue University); M.B.A. in Finance (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies, Inc. | EVP & CFO; previously VP & CFO | 2006–May 2017; retired Dec 2017 | Led capital allocation, M&A, and financial reporting for Fortune 1000 diversified tech/industrial company . |
| Honeywell Aerospace (Honeywell/AlliedSignal) | VP & CFO; prior finance roles | Pre-2006 (dates not specified) | Financial leadership in aviation segment; global operations exposure . |
| Detroit Diesel Corporation | Engineering/Manufacturing management | Early career (6 years) | Operational discipline; manufacturing insights . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ingersoll Rand Inc. | Director | Current | Public company board; industrial exposure . |
| O-I Glass, Inc. | Director | Current | Public company board; manufacturing exposure . |
Board Governance
- Independence: Board determined all nominees other than CEO Eric Vaillancourt are independent; Humphrey is independent .
- Committee assignments: Chair, Audit and Risk Management Committee; member of Compensation & Human Resources; Nominating & Corporate Governance; Executive Committee (per summary matrix) .
- Audit committee financial expert: Designated as “audit committee financial expert” (Reg S-K 407(d)(5)(ii)) alongside Aden and Hauser .
- Committee activity: Audit & Risk Management met 4 times in 2024; Compensation and Nominating committees met 4 times each .
- Board meetings/attendance: Board met 4 times in 2024; each director attended at least 75% of meetings of the board and applicable committees; directors encouraged to attend annual meeting and did so in 2024 .
- Board leadership/executive sessions: Independent Chairman (Hauser); independent directors meet regularly in executive session without management .
Fixed Compensation
| Component | Amount/Detail | 2024 Value |
|---|---|---|
| Annual cash retainer | Non-employee director | $100,000 . |
| Audit chair fee | Additional annual fee | $20,000 . |
| Total cash fees (reported) | Fees earned or paid in cash | $120,000 . |
| Equity grant (annual) | 803 shares or 803 phantom shares, granted Feb 15, 2024 | $132,423 (grant-date fair value) . |
| Dividend equivalents on prior phantom shares | Paid as phantom shares to be settled in common stock | $10,504 (other comp) . |
| Total 2024 compensation | Sum of cash + stock awards + other | $262,926 . |
| Deferred comp elections | Stock units balance under director plan | 7,804 stock units as of Dec 31, 2024 . |
Notes:
- Directors may elect phantom shares; phantom shares are fully vested and paid in shares upon board departure; dividend equivalents accrue as phantom shares .
- Directors can defer cash retainer into stock units under the Deferred Compensation Plan; balances shown above .
Performance Compensation
Directors’ equity grants are not tied to performance metrics; they are fully vested share/phantom share awards intended to align interests with shareholders. No PSP/PSU or performance-based criteria apply to director compensation .
| Equity Element | Grant Date | Quantity | Vesting/Settlement | Valuation Detail |
|---|---|---|---|---|
| Annual grant (shares or phantom shares) | Feb 15, 2024 | 803 | Fully vested at grant; phantom shares settled in stock at board departure | $132,423 (closing price basis; 803 × $164.91) . |
| Dividend equivalents (phantom) | 2024 | N/A | Issued as phantom shares credited on dividends | $10,504 reported in “All Other Compensation” . |
Other Directorships & Interlocks
| Entity | Relationship to Enpro | Transaction(s) | Committee Interlock/Conflict Assessment |
|---|---|---|---|
| Excelitas Technologies Corp. | Customer of Enpro’s Alluxa division | ~$423,000 in goods/services in 2024 | Interlock pertains to director Ronald C. Keating (Comp Committee member and CEO of Excelitas). Board concluded transactions not material; no material relationship; no Humphrey-related interlocks disclosed . |
No related-party transactions disclosed involving John Humphrey .
Expertise & Qualifications
- CFO experience at Fortune 1000 (Roper); deep accounting, financial reporting, internal controls, and audit oversight expertise .
- Designated audit committee financial expert; possesses GAAP understanding, application to estimates/reserves, ICFR expertise, and audit committee function knowledge .
- International markets, capital allocation, M&A and strategic planning; manufacturing/operations insights .
Equity Ownership
| Metric | Amount/Detail |
|---|---|
| Beneficial ownership (shares) | 18,264 shares; <1% of outstanding . |
| Phantom shares (director awards) | 9,902 phantom shares (cash-settled legacy) not counted as beneficial ownership . |
| Deferred stock units (director plan) | 7,804 stock units (paid in shares post-service; not counted in beneficial ownership) . |
| Ownership guidelines | 5× annual cash retainer within 5 years; phantom shares count; as of Feb 13, 2025, all directors with 5+ years complied (Humphrey joined 2015) . |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging of Enpro stock by directors . |
Governance Assessment
- Board effectiveness: Humphrey brings strong financial oversight as Audit Chair and designated financial expert; committee met four times and oversees financial integrity, compliance, risk (including cybersecurity, insurance, pensions, environmental, litigation) .
- Independence and attendance: Confirmed independent; attended ≥75% of board/committee meetings; supports investor confidence in oversight diligence .
- Ownership alignment: Holds 18,264 shares, plus phantom/stock units; meets rigorous 5× retainer guideline; anti-hedge/pledge policy reduces misalignment risk .
- Compensation structure: Director pay is balanced between fixed cash ($120k in 2024 including Audit chair fee) and equity ($132k), with dividend equivalents; modest, benchmarked to peers; clear disclosure and deferral options .
- Shareholder signals: Say-on-pay approval ~94.6% in 2024 indicates investor support for compensation practices and governance framework; continued shareholder engagement across ~200 interactions and with top holders underscores responsiveness .
- Clawback/restatement oversight: Company recast 2022 cash flow classification on Jan 24, 2025; Committee determined no incentive recovery required under Dodd-Frank clawback after independent analysis; reflects disciplined application of policy; relevant to Audit Chair governance .
- RED FLAGS: None disclosed specific to Humphrey (no related-party transactions, no hedging/pledging, compliant ownership guideline). Multi-board commitments (Ingersoll Rand, O-I Glass) are worth monitoring for time allocation, though 2024 attendance threshold met .
Overall, Humphrey’s profile (former CFO, audit financial expert, independent status, strong ownership alignment) supports board quality and investor confidence in financial oversight. Continuous monitoring of audit committee risk coverage (cyber, environmental litigation) and any future restatements remains prudent .