Thomas Botts

About Thomas M. Botts

Thomas M. Botts (age 70) has served as an independent director of Enpro Inc. since 2012. He retired from Royal Dutch Shell as Executive Vice President, Global Manufacturing (Shell Downstream Inc.) on December 31, 2012, and previously led Shell’s largest E&P unit as Executive Vice President for exploration and production in Europe (2003–2009). He holds a B.S. in Civil Engineering from the University of Wyoming .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors other than the CEO (Mr. Vaillancourt) are independent under NYSE standards and Enpro’s Corporate Governance Guidelines; Botts is independent .
• Committee assignments and chair roles:
  • Compensation and Human Resources Committee (Chair); the committee met four times in 2024 and oversees executive compensation, human capital, succession, and CEO performance assessment .
  • Audit and Risk Management Committee: All independent directors serve on committees other than the Executive Committee; the audit committee is chaired by Humphrey and met four times in 2024 . Board snapshot shows Botts as a member and chair of CC, with committee memberships summarized in the proxy .
  • Nominating and Corporate Governance Committee: Board practice indicates independent directors serve on committees; NC met four times in 2024 .
  • Executive Committee: Comprised of the CEO, the Board Chairman, and the chairs of other committees; thus Botts, as CC chair, is included. The Executive Committee did not meet in 2024 .
• Attendance: The board met four times in 2024; each director attended at least 75% of the meetings of the full board and the committees on which they served during their period of service .
• Evaluations and governance practices: Annual board, committee, and individual director evaluations; independent board chair; executive sessions without management; stringent stock ownership and anti-hedging/anti-pledging policies .

Fixed Compensation

Notes:

• In 2024, Enpro increased the annual cash retainer for non‑employee directors to $100,000 and the value of the annual equity grant to $125,000; the Chairman’s additional annual fee increased to $100,000 .

Performance Compensation

• Phantom shares are fully vested when awarded and paid in shares of common stock upon a director’s departure; dividend equivalents are issued as additional phantom shares and valued based on cash dividends paid on Enpro’s common stock .

Other Directorships & Interlocks

Expertise & Qualifications

• Thirty-five years of global experience in oil & gas exploration, production, refining, and petrochemical manufacturing; successful leadership in large, multi-country transformations .
• Experience/qualification matrix highlights: International experience, M&A/business development, manufacturing/operations, risk management, senior leadership, and end‑market experience relevant to Enpro .

Equity Ownership

• Deferred compensation balances (as of Dec 31, 2024): Botts held 2,953 stock units under the Deferred Compensation Plan for Non‑Employee Directors .
• Ownership guidelines: Directors must own Enpro shares equal in value to at least 5x the annual cash retainer within five years; phantom shares count toward compliance. As of Feb 15, 2024, all directors with ≥5 years’ service complied . Anti‑hedging and anti‑pledging policies apply to directors .

Insider Trades (Form 4 – Recent)

• Pattern: Administrative awards tied to dividend equivalents on phantom shares; no open‑market purchases/sales shown in these entries .

Governance Assessment

• Alignment and incentives: Botts’s compensation is predominantly cash retainer plus fully vested equity/phantom shares, with meaningful deferred stock units and phantom share holdings—consistent with director alignment policies and ownership guidelines; anti‑hedging/anti‑pledging policies strengthen alignment .
• Board effectiveness: As CC chair, Botts oversees key elements of executive pay, human capital, succession, and CEO performance, with the committee meeting four times in 2024; board attendance thresholds were met, and annual evaluations support board effectiveness .
• Conflicts/related‑party exposure: No Botts‑specific related‑party transactions disclosed; the proxy’s only compensation committee interlock involved another director (Keating) and was deemed immaterial .
• RED FLAGS: None identified for Botts in the proxy. No hedging or pledging permitted for directors; no Botts‑specific interlocks/transactions disclosed; attendance acceptable .

Implications: Botts’s deep operations background in energy and manufacturing aligns with Enpro’s end markets and risk oversight needs. As CC chair, his independence, attendance, and equity alignment support investor confidence; absence of Botts‑related conflicts is positive, while continued monitoring of director phantom share balances and equity plan changes remains prudent for pay‑for‑performance alignment .