William Abbey
EnproAbout William Abbey
William Abbey (age 54) is an independent director of Enpro Inc. (NPO), serving since 2022. He is Executive Vice President and Chief Commercial Officer at Arm Limited (since April 2023) and previously served as SVP, Sales & Partner Enablement at Arm (2017–2023) after joining Arm in 2004; earlier roles included product management at Celoxica, Infineon Technologies, and Loughborough Sound Images. He holds a B.Eng. from Sheffield Hallam University, England .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arm Limited | EVP & Chief Commercial Officer | Apr 2023–present | Global semiconductor commercial leadership |
| Arm Limited | SVP, Sales & Partner Enablement | Apr 2017–Apr 2023 | Led global sales/partner enablement |
| Arm Limited | GM, Physical Design Group; VP, Commercial Ops (Physical IP) | 2004–2017 | Multiple leadership roles across business units |
| Celoxica | Product Management | Prior to 2004 | Commercial/product roles |
| Infineon Technologies | Product Management | Prior to 2004 | Commercial/product roles |
| Loughborough Sound Images | Product Management | Prior to 2004 | Commercial/product roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Abbey . |
Board Governance
- Independence: The board determined all nominees other than the CEO (Vaillancourt) are independent; Abbey is independent .
- Committee assignments: By structure, all independent directors serve on the Audit & Risk Management Committee, Compensation & Human Resources Committee, and Nominating & Corporate Governance Committee; Abbey is listed on these committees (and not on the Executive Committee) .
- Chair roles: Chairs are John Humphrey (Audit), Thomas M. Botts (Compensation), and Judith A. Reinsdorf (Nominating); Abbey is not a chair .
- Board leadership: Independent, non-executive Chairman (David L. Hauser); independent directors meet in executive session .
- Meetings/attendance: In 2024 the board met 4 times; each director attended at least 75% of board and committee meetings; all nominees then serving attended the 2024 annual meeting . In 2023 the board met 5 times; each director attended at least 75% .
Fixed Compensation (Director)
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $90,000 | $100,000 |
| Committee chair fees | None (not a chair) | None (not a chair) |
| Chairman premium (not applicable) | — | — |
| Total cash fees reported | $90,000 | $100,000 |
Notes: Enpro increased the director cash retainer from $90,000 to $100,000 for 2024; chairman premium increased from $80,000 to $100,000 (not applicable to Abbey) . Directors may defer cash fees into a stock unit account .
Performance Compensation (Director)
Directors receive equity retainers; awards are not performance-based.
| Equity Element | 2023 | 2024 |
|---|---|---|
| Annual equity grant (grant-date value) | $110,092 (common shares or phantom shares) | $132,423 (common shares or phantom shares) |
| Share count and grant date | 942 shares granted on Feb 16, 2023 (or 942 phantom shares) | 803 shares granted on Feb 15, 2024 (or 803 phantom shares) |
Additional details: On Feb 15, 2024, the 803-shares sizing used a 20-day average price of $155.66; the table value reflects $164.91 close on grant date for disclosure . Directors may elect phantom shares; phantom shares are fully vested and paid in shares upon leaving the board .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Abbey |
| Compensation Committee interlocks/related parties | None disclosed for Abbey; the only related-party customer transaction disclosed was between Alluxa (Enpro) and Excelitas (CEO Ronald Keating’s company), ~$423,000 in 2024, concluded immaterial by the board |
Expertise & Qualifications
- Semiconductors and leading-edge technology markets; extensive international business experience; broad managerial experience in sales and commercial operations .
- Board skills matrix indicates Abbey’s experience spans sales/marketing, international, M&A/business development, technical innovation/product development, manufacturing/operations, senior leadership, and experience in Enpro’s end markets .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of Mar 2, 2024) | 2,107 shares; <1% of outstanding |
| Director deferred stock units (12/31/2023) | 286 stock units |
| Director deferred stock units (12/31/2024) | 909 stock units |
| 2024 cash fees deferred | $100,000 deferred for 619 stock units credited (per plan mechanics) |
| Phantom shares held | None |
| Ownership guidelines | Directors must own ≥5× annual cash retainer within 5 years; compliance reviewed annually |
| Pledging/hedging | Prohibited by policy for directors and officers |
Governance Assessment
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Strengths (investor confidence signals)
- Independent director with directly relevant semiconductor ecosystem expertise and extensive international/commercial leadership—well aligned with Enpro’s AST segment exposures .
- Fully independent board with independent chair; all independent directors (incl. Abbey) serve on key oversight committees; comprehensive annual board/committee/director self-evaluations .
- Strong attendance disclosure (≥75% for all directors); robust shareholder engagement and high Say-on-Pay support in 2024 (94.6%) after 81.5% in 2023, suggesting responsiveness and stability in comp governance .
- Director pay structure balanced between cash and equity; equity retains alignment; ownership guidelines and anti-hedging/anti-pledging policies enhance alignment and risk controls .
-
Watch items (potential risks/conflicts)
- Industry overlap: Abbey’s executive role at Arm (semiconductor IP leader) intersects with Enpro’s semiconductor-related AST markets; no related-party transactions disclosed, but continued monitoring for prospective conflicts is prudent .
- Time demands: Senior operating role at a large global company alongside multiple committee assignments; no attendance issues disclosed, but workload warrants ongoing attention .
- No red flags identified in related-party transactions, hedging/pledging, or Section 16(a) compliance related to Abbey in the proxy (the only late Section 16(a) filing disclosed pertained to another officer in 2023) .
Director Compensation (Abbey) – Detail
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned/paid in cash | $90,000 | $100,000 |
| Stock awards (grant-date value) | $110,092 | $132,423 |
| All other compensation (dividend-equivalent phantom shares from prior cycles) | $330 | — |
| Total | $200,422 | $232,423 |
Committee Memberships
| Committee | Role | 2024 Meeting Frequency |
|---|---|---|
| Audit & Risk Management | Member | 4 meetings (2024) |
| Compensation & Human Resources | Member | 4 meetings (2024) |
| Nominating & Corporate Governance | Member (all independents) | 4 meetings (2024) |
| Executive Committee | Not a member (CEO + committee chairs) | 0 meetings (2024) |
Policies Relevant to Alignment and Risk
- Stock ownership guidelines: Directors must achieve ≥5× cash retainer within five years; all directors at 5+ years tenure complied as of Feb 13, 2025 (Abbey joined 2022; within window) .
- Anti-hedging and anti-pledging: Applies to directors and officers .
- Clawback: Robust Dodd-Frank-compliant policy (broader than prior policy) for incentive-based compensation; while oriented to executives, it indicates overall governance rigor; 2025 review found no clawback required related to a 2022 cash flow statement restatement .
Other Notes
- Board structure and leadership: Independent chair (Hauser); separate CEO/Chair roles .
- Shareholder engagement: Ongoing outreach covering strategy, capital allocation, and compensation; reflects strong governance practices .
- Say-on-Pay outcomes: 94.6% approval at 2024 annual meeting; 81.5% in 2023 .
Overall: Abbey brings directly relevant semiconductor and global commercial expertise, is independent, engaged across key committees, and aligns via equity-based compensation and ownership policies. No related-party risks were disclosed for him; policies on hedging/pledging and committee breadth support board effectiveness. Continued monitoring for any future industry interlocks is prudent given Arm’s ecosystem relevance to Enpro’s AST segment .