ENPRO INDUSTRIES, INC. (NYSE:NPO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 11, 2019, Stephen E. Macadam, the Chief Executive Officer and President of EnPro Industries, Inc. (the “Company”), informed the Board of Directors of the Company of his decision to retire as Chief Executive Officer and President of the Company effective at the close of business on July 29, 2019. On March 11, 2019, the Company issued a press release announcing Mr. Macadam’s retirement and the intention of the Company’s Board of Directors to appoint Marvin A. Riley, the Company’s Executive Vice President and Chief Operating Officer, to succeed Mr. Macadam as Chief Executive Officer and President effective upon Mr.Macadam’s retirement from those positions. Such press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Mr. Riley, age 44, has served as the Company’s Executive Vice President and Chief Operating Officer since July 2017. He served as President of the Company’s Fairbanks Morse division from May 2012 to May 2018, and prior to that served as Vice President, Manufacturing, of the Company from December 2011 until being appointed President of Fairbanks Morse. Mr. Riley served as Vice President Global Operations of the Company’s GGB division from November 2009 until November 2011 and as Vice President Operations Americas, GGB division, from July 2007 until November 2011. Prior to joining the Company, Mr. Riley was an executive with General Motors Vehicle Manufacturing and held multiple positions of increasing responsibility from 1997 to 2007 within General Motors. He received a B.S.E.E. in electrical engineering from Howard University and an M.B.A. from Johns Hopkins University and completed the Advanced Management Program at the Harvard Business School.
In connection with his retirement as Chief Executive Officer and President, Mr. Macadam offered to continue to serve as an employee of the Company through February 29, 2020 to facilitate the transition of the leadership of the Company and provide assistance to Mr. Riley, and he advised the Company’s Board of Directors of his intention to resign as a director effective on February 29, 2020. On March 11, 2019, the Company and Mr. Macadam entered into an amendment to Mr. Macadam’s employment agreement to provide for his service as Vice Chairman, at his current salary rate, from July 29, 2019 until his retirement from all employment positions on February 29, 2020. As Vice Chairman, Mr. Macadam is to report to the Company’s Board of Directors and is to provide such assistance to the Company’s Chief Executive Officer to facilitate the transition in leadership of the Company as the Board of Directors and the Chief Executive Officer may reasonably request. The amendment provides for the proration upon retirement of outstanding long-term incentive compensation awards through December 31, 2019, though the proration upon retirement for outstanding restricted stock unit awards would continue until the February 29, 2020 retirement date. It also provides that Mr. Macadam would not be eligible to receive annual incentive compensation awards and long-term compensation awards in 2020. This amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits
ENPRO INDUSTRIES, INC Exhibit
EX-10.1 2 ex101-xsecondamendment3x19.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SECOND AMENDMENT TOEXECUTIVE EMPLOYMENT AGREEMENTTHIS SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of March 11,…
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About ENPRO INDUSTRIES, INC. (NYSE:NPO)
EnPro Industries, Inc. (EnPro) is engaged in the designing, developing, manufacturing, and marketing engineered industrial products. The Company operates through three segments: Sealing Products, Engineered Products and Power Systems. Its Sealing Products segment designs, manufactures and sells sealing products, including metallic, non-metallic and composite material gaskets, resilient metal seals, elastomeric seals, hydraulic components, expansion joints and casing end seals. Its Engineered Products segment includes its bearings, aluminum blocks for hydraulic applications and reciprocating compressor components. Its Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling, metal-polymer, and solid polymer and filament wound bearing products. Its Power Systems segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines.