Steven Bower
EnproAbout Steven Bower
Steven R. Bower is Senior Vice President, Controller and Chief Accounting Officer of Enpro (since July 2017), having joined the company in October 2014; prior roles include finance and accounting leadership across SGL Group (1996–2014), Collins & Aikman (1989–1996), and Price Waterhouse (1983–1989). He is both a Certified Public Accountant and a Certified Management Accountant; Enpro’s FY 2021 10-K listed his age as 63 at that time and detailed his tenure and credentials . Enpro’s performance metrics tied to Bower’s incentives emphasize Adjusted EBITDA and Cash Flow ROIC in annual plans (e.g., 2021 achievement exceeded maximum on both metrics), and rTSR vs the S&P SmallCap 600 Capital Goods group in long-term plans (e.g., 2020–2022 cycle paid at 200% and 2022–2024 cycle paid out to Bower at $180,447) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Price Waterhouse LLP | Audit Manager | 1983–1989 | Led audits; foundational public accounting experience |
| Collins & Aikman Corporation | Accounting, public reporting, investor relations roles | 1989–1996 | Corporate finance/reporting; IR support |
| SGL Group (incl. HITCO Carbon Composites) | VP Finance & Accounting; Corporate Secretary (HITCO); Controller roles (Global HQ/NA) | 1996–2014 | Group-level controlling, global planning; divisional finance leadership |
| Polymer Group, Inc. (PGI) | Corporate Controller | Jul–Oct 2014 | Corporate controllership prior to Enpro |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Filings do not disclose current public-company directorships for Bower | — | — | No external board roles noted in executive officer biographies |
Fixed Compensation
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary ($) | 315,577 | 314,085 | 328,372 | 344,791 | 359,349 |
| Target Bonus (% of Salary) | 40% | 45% | 45% | 45% | 45% |
| Actual Annual Incentive Paid ($) | 227,867 | 297,856 | 278,394 | 211,788 | 209,087 |
| Stock Awards (RSUs/PSUs) – Grant-Date Fair Value ($) | 128,390 | 253,957 | 194,330 | 191,107 | 221,796 |
| Stock Options – Grant-Date Fair Value ($) | 55,260 | 101,408 | 70,092 | 69,861 | 76,732 |
| All Other Compensation ($) | 34,188 | 51,992 | 64,221 | 67,597 | 64,137 |
| Total Compensation ($) | 761,282 | 1,019,298 | 935,409 | 885,144 | 931,102 |
Performance Compensation
| Annual Plan – Payout vs Target | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Target Payout (% of Salary) | 40% | 45% | 45% | 45% | 45% |
| Actual Payout (% of Salary) | 34% | 90% | 85% | 61.4% | 58.2% |
| Annual Plan – Performance Metrics | 2019 | 2021 |
|---|---|---|
| Adjusted EBITDA – Threshold/Target/Max vs Actual | $201.1m / $229.5m / $259.8m; Actual $220.3m; Weighted payout 83.8% | $173.3m / $189.2m / $212.8m; Actual $216.0m; Weighted payout 100.0% |
| Adjusted ROIC or Cash Flow ROIC – Threshold/Target/Max vs Actual | 16.5% / 18.2% / 20.7%; Actual 17.7%; Weighted payout 88.6% | 15.0% / 16.4% / 18.0%; Actual 22.6%; Weighted payout 100.0% |
| Long-Term Incentive (PSUs) | Cycle | Metric & Curve | Result |
|---|---|---|---|
| PSUs – rTSR vs S&P SmallCap 600 Capital Goods | 2020–2022 | 25th→50% payout, 50th→100%, 75th→200%; capped at target if absolute TSR negative | Cycle certified at max; paid 200% |
| PSUs – rTSR vs S&P SmallCap 600 Capital Goods | 2022–2024 | Same curve; cash-settled based on 20-day avg share price at certification | Paid to Bower: $180,447 |
| Equity Award Vesting – RSUs and Options (Selected) | Award/Footnote | Terms |
|---|---|---|
| RSUs (footnote 5) | Vested Jan 15, 2023 | |
| RSUs (footnote 6) | Vested Feb 18, 2023 | |
| RSUs (footnote 7) | Vest in equal annual installments on Feb 16, 2023 and Feb 16, 2024 | |
| RSUs (footnote 8) | Vest in equal annual installments on Feb 15, 2023, Feb 15, 2024, and Feb 15, 2025 | |
| Options (footnote 2) | Became exercisable on Feb 27, 2023 | |
| Options (footnote 3) | Vest in equal installments on Feb 25, 2023 and Feb 25, 2024 | |
| Options (footnote 4) | Vest in equal installments on Feb 24, 2023, Feb 24, 2024, and Feb 24, 2025 |
Equity Ownership & Alignment
| Ownership Snapshot | 2022 |
|---|---|
| Beneficially owned shares | 16,728; less than 1% of class |
| Options exercisable within 60 days | 3,929 shares |
| RSUs excluded from beneficial ownership | 2,890 units |
| RSUs vested but deferred (MSPP) | 130 shares |
| Unvested options (excluded) | 5,608 shares |
| MSPP share units (deferrals of AIP) | 519 shares |
| Outstanding Equity Awards at FY-End (Bower) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Stock Options (series 1) | 4,051 | — | 53.78 | 2/27/2030 |
| Stock Options (series 2) | 3,692 | — | 80.00 | 2/25/2031 |
| Stock Options (series 3) | 1,194 | 600 | 106.54 | 2/24/2032 |
| Stock Options (series 4) | 515 | 1,033 | 110.73 | 3/2/2033 |
| Stock Options (series 5) | — | 1,148 | 156.20 | 2/27/2034 |
| RSUs (not yet vested) | — | 294 | Market value $50,700 | |
| RSUs (not yet vested) | — | 558 | Market value $96,227 | |
| RSUs (not yet vested) | — | 652 | Market value $112,437 | |
| PSUs (unearned) | — | 1,254 | Payout value $206,897 | |
| PSUs (unearned) | — | 978 | Payout value $168,656 |
- Stock ownership requirements: NEOs must hold shares equal to at least 3.0× salary (CEO 6.0×), increased in 2023; executives have five years to comply and must retain 50% of shares from awards until requirements are met; as of Feb 2025, all NEOs with ≥5 years in role met minimums .
- Anti-hedging and pledging: Executives are prohibited from hedging or pledging Enpro shares (including margin accounts) .
Employment Terms
| Item | Details |
|---|---|
| Employment arrangement | At-will; Board sets and may change base salaries |
| Continuity agreements | Double-trigger for equity/LTI post-2016 awards; change-in-control requires award assumption, with early vesting only if terminated without cause or for good reason within 2 years |
| Change-in-control economics (as of 12/31/2022) | Salary+AIP continuation $1,227,017; Existing LTIP $292,420; Foregone LTIP $206,208; RSUs $314,114; Options $148,704; Benefits continuation $24,954; Scale-back adjustment $(352,542); Total $1,860,875 |
| Clawback policies | Legacy policy for fraud/misconduct-driven restatements; Dodd-Frank policy (effective Oct 2, 2023) mandates recovery of incentive-based comp after restatements (including “little-r”) received in prior 3 completed fiscal years; recovery exceptions narrowly defined |
| 2025 restatement and clawback evaluation | 2022 cash flows reclassified; Committee, with independent consultants, concluded no recovery required under either policy; rTSR-based PSU payouts unaffected |
Deferred Compensation
| Plan (2022) | Executive Contributions ($) | Company Contributions ($) | Earnings (Loss) ($) | Withdrawals ($) | Ending Balance ($) |
|---|---|---|---|---|---|
| Non-qualified Deferred Compensation | 33,708 | 39,574 | (84,710) | — | 409,853 |
| Management Stock Purchase Deferral Plan (MSPP) | — | — | (716) | — | 57,126 |
| Plan (2019) | Executive Contributions ($) | Company Contributions ($) | Earnings ($) | Withdrawals ($) | Ending Balance ($) |
|---|---|---|---|---|---|
| Non-qualified Deferred Compensation | 20,902 | 23,167 | 37,757 | — | 207,827 |
| MSPP | — | — | 4,066 | — | 36,229 |
Investment Implications
- Pay-for-performance alignment: Annual plan payouts flex meaningfully with performance (e.g., 85% of salary in 2022 vs 61.4% in 2023 and 58.2% in 2024), while LTI PSUs are rTSR-based versus an industry index and have delivered maximum payouts in favorable cycles—supporting alignment with shareholder returns .
- Retention and selling pressure: Multi-year RSU vesting and option schedules create ongoing vest dates (through 2025 for legacy RSUs) and long-dated option expiries out to 2034; anti-pledging and five-year ownership requirements reduce forced selling risk, though periodic vesting/option exercises can be supply events .
- Change-in-control and severance: Double-trigger equity treatment and defined CIC payout components provide clarity; scale-back adjustments indicate attention to excise tax mitigation—reducing windfall risk and potential overhang .
- Governance and clawbacks: Robust clawback framework (legacy plus Dodd-Frank) and anti-hedging/pledging policies are shareholder-friendly; the 2025 restatement assessment showed disciplined approach with no required compensation recovery .