Joseph Bruderek
EnproAbout Joseph Bruderek
Joseph F. Bruderek Jr., age 45, joined Enpro on January 8, 2024 as Executive Vice President, Finance and became Chief Financial Officer effective April 1, 2024 . Enpro’s 2024 annual performance plan paid 129.3% of target on adjusted EBITDA ($258.8M) and Cash Flow ROIC (30.0%), and the 2022–2024 PSAs vested at 150% based on rTSR at the 74.2nd percentile versus the S&P SmallCap 600 Capital Goods Index; while Bruderek did not participate in the 2022–2024 cycle, these are the core enterprise performance metrics used for executive pay . Shareholders supported NEO pay with 94.6% “for” at the May 2024 say‑on‑pay vote, signaling broad alignment with the compensation program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enpro Inc. | EVP, Finance; CFO | Jan 2024–present | Finance leadership for industrial technology portfolio; appointed CFO Apr 1, 2024 |
| Momentive Performance Materials | VP, Commodities & Corporate Strategy | Apr 2022–Jun 2023 | Led corporate strategy; drove profitability enhancements |
| Momentive Performance Materials | VP, Corporate Development | Jun 2018–Apr 2022 | Led M&A/portfolio actions; repositioned company toward specialty businesses |
| Momentive Performance Materials | VP & GM, Sealants | Mar 2014–Jun 2018 | Ran sealants business; operational and P&L leadership |
| Momentive Performance Materials | Director of Finance, Formulated Products | Jul 2012–Mar 2014 | Division finance leadership |
| Momentive Performance Materials | CFO, Americas | Mar 2009–Jun 2012 | Regional finance leadership |
| Momentive Performance Materials | Operations Finance Leader, Americas | Jan 2009–Mar 2009 | Operations finance leadership |
| General Electric (sold business to Momentive in Dec 2006) | Various finance roles | 2000–2006 | Progressive finance roles prior to carve‑out |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Salary Paid ($) | 461,588 |
| Initial Annual Salary Rate ($) | 480,000 (effective Jan 2024) |
| Target Annual Bonus (% of salary) | 70% |
| Actual Annual Bonus Paid ($) | 417,738 |
| All Other Compensation ($) | 21,871 (401k match $20,700; umbrella liability insurance $1,171) |
| Target LTI Opportunity (% of salary) | 150% (options, RSUs, PSUs) |
Performance Compensation
Annual Performance Plan (Company Metrics and Outcomes, 2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Weighted Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (USD mm) | 50% | 245.7 | 277.6 | 309.5 | 258.8 | 35.3% |
| Cash Flow ROIC (%) | 50% | 24.8% | 27.6% | 30.4% | 30.0% | 93.9% |
| Total Plan Payout | — | — | — | — | — | 129.3% of target |
| Executive | Target Payout (% of Salary) | Actual Payout (% of Salary) |
|---|---|---|
| Joseph F. Bruderek Jr. | 70% | 90.5% |
2024 Long‑Term Incentive Mix and Awards (granted Feb 2024)
| LTI Component | Program Weighting | 2024 Grants to Bruderek (Units) |
|---|---|---|
| Performance Share Awards (rTSR) | 30% | 1,387 |
| Stock Options | 30% | 3,258 |
| Restricted Stock Units | 40% | 1,850 |
- PSA performance curve (three‑year rTSR vs S&P SmallCap 600 Capital Goods): 25th percentile=50%, 50th=100%, 75th=200%, capped at 100% if TSR negative; 2022–2024 actual rTSR 74.2 percentile → 150% payout (Bruderek did not have 2022 grant) .
Option Award Details (2024)
| Grant Date | Options (#) | Exercise Price ($/sh) | Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| 02/27/2024 | 3,258 | 156.20 | 217,765 | 1/3 on 1st, 2nd, 3rd anniversaries (continued employment) | 02/27/2034 |
RSU Award Terms (2024)
- 1,850 RSUs vest in equal installments on the first, second, and third anniversaries of grant; dividend equivalents paid in cash upon vest; accelerated vesting on death/disability; retirement allows continued vesting per schedule; change‑in‑control is double‑trigger (if awards assumed, vesting on termination without cause or for good reason within 2 years) .
Equity Ownership & Alignment
| Ownership Element | Amount |
|---|---|
| Options exercisable within 60 days after Mar 3, 2025 (#) | 1,084 |
| Options unexercisable (unvested) (#) | 3,258 (2024 grant) |
| Options unvested (additional disclosure) (#) | 5,592 (not included in beneficial ownership) |
| RSUs unvested (#) | 1,850; MV $319,033 (12/31/2024) |
| PSAs unearned (#) | 2,774; payout value $478,376 (12/31/2024) |
| Anti‑hedging / Anti‑pledging policies | Hedging prohibited; pledging of Enpro shares prohibited |
| Stock ownership guidelines | CEO 6.0x salary; other NEOs 3.0x salary; five years to reach minimum; increased minimums targeted by Oct 31, 2025 |
Employment Terms
Agreements, Policies, and Clawbacks
- No employment agreements with executive officers; severance policy applies; management continuity (double‑trigger) agreements in place; Bruderek entered continuity and indemnification agreements upon joining .
- Continuity agreement (double‑trigger): upon change‑in‑control plus termination without cause/for good reason → lump‑sum 2 years of base salary, pro‑rata annual performance plan compensation, healthcare premium equivalent with income/payroll tax gross‑up (no excise tax gross‑ups; payments scaled back to avoid 4999 excise tax); equity vests per plan terms (at least prorated PSAs based on greater of target or actual through quarter‑end preceding change‑in‑control) .
- Clawbacks: Dodd‑Frank clawback policy (Oct 2, 2023) plus prior policy for fraud/misconduct; Jan 24, 2025 cash flow statement restatement required evaluation—no recovery under either policy deemed necessary .
Potential Payments (12/31/2024 hypotheticals)
Severance (no change‑in‑control; termination without cause):
| Component | Amount ($) |
|---|---|
| Salary Continuation | 480,000 |
| Continuation of Benefits | 18,998 |
| Pro Rata PSAs | 79,729 |
| RSUs | — (not eligible absent retirement) |
| Stock Options | — (not eligible absent retirement) |
| Outplacement | 6,750 |
| Total | 585,477 |
Change‑in‑Control plus termination (double‑trigger):
| Component | Amount ($) |
|---|---|
| Salary & Annual Performance Plan Compensation Continuation | 1,795,476 |
| Foregone Existing Performance Plan | 557,771 |
| Long‑term Incentive – PSAs | 567,705 |
| RSUs (value accelerated if not assumed) | 319,033 |
| Stock Options (value accelerated if not assumed) | 561,842 |
| Continuation of Benefits | 37,996 |
| Total | 3,839,823 |
Investment Implications
- Pay‑for‑performance: Bruderek’s annual bonus paid 90.5% of salary on a 70% target, consistent with companywide payout of 129.3% driven by EBITDA and Cash Flow ROIC—direct linkage to profitability and capital efficiency .
- Retention and selling pressure: Unvested RSUs (1,850) and options (3,258) vest over three years from 02/27/2024; monitor Form 4 activity around late‑February and RSU vest dates for potential tax‑related sales; no option exercises or vesting realized were reported for Bruderek in 2024 .
- Alignment and risk controls: Strict anti‑hedging/anti‑pledging policies and 3.0x salary ownership guideline enhance alignment; double‑trigger CoC terms discourage premature departure while providing fair protection; no excise tax gross‑ups and clawback policies lower governance risk .
- Performance orientation: 2025 plan increases EBITDA weighting to 70% (from 50%), increasing sensitivity to margin/earnings execution—relevant for assessing incentive‑driven decisions under Bruderek’s CFO tenure .