Barnes Announces Performance-Vested Stock Option Grant to New Chief Executive Officer

Rhea-AI Summary

Barnes Group Inc. (NYSE: B) announced the granting of performance-vested stock options to Thomas J. Hook, the newly appointed CEO, on July 14, 2022. The award consists of 1,183,406 options priced at $30.32, vesting over ten years based on increasing stock prices, with up to 100% vesting at a CAGR of 9% or higher. This incentive aims to align Mr. Hook's interests with shareholder value and compensate for forfeited earnings from his prior job. The board approved this as an employment inducement without shareholder approval, adhering to NYSE rules.

Positive

• Incentivizes CEO Thomas J. Hook to boost stock value through performance-based options.
• Aligns Mr. Hook's interests with shareholders by linking vesting to stock performance.

Negative

• Award not tied to the established Stock and Incentive Award Plan, raising governance concerns.
• The potential for high compensation without immediate shareholder benefits until stock performance improves.

BRISTOL, Conn.--(BUSINESS WIRE)-- Barnes Group Inc. (NYSE: B) (“Barnes” or “the Company”), a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, today announced that in accordance with New York Stock Exchange rules and pursuant to the offer letter between the Company and Thomas J. Hook, the Company’s newly appointed President and Chief Executive Officer, dated June 18, 2022, the Company granted to Mr. Hook on July 14, 2022, an award of performance-vested stock options to purchase 1,183,406 shares of Barnes common stock at an exercise price of $30.32. The stock options have a ten-year term and cliff-vest in five years, subject to Mr. Hook’s continued service and the achievement of compound annual growth rates (“CAGRs”) in the price of the Company’s common shares above the option exercise price as of the fifth anniversary of the grant date, with 0% vesting at a CAGR of less than 5%, 33.3% vesting at a CAGR of 5%, 66.6% vesting at a CAGR of 7% and 100% vesting at a CAGR of 9% or greater, with linear interpolation between such CAGR levels. The stock options would be subject to full accelerated vesting in the event of certain qualifying involuntary terminations of Mr. Hook’s service, subject to his execution of a release of claims in favor of Barnes.

The award, in addition to incentivizing Mr. Hook to increase the value of Barnes common stock, is intended to make him whole for compensation from his prior employer that he forfeited when he left to join Barnes.

Although the award is not granted under the 2014 Barnes Group Inc. Stock and Incentive Award Plan (the “Plan”), it will be administered in accordance with the terms and conditions of the Plan, which are incorporated by reference into the award agreement. The Plan is included in Annex A to the Company’s definitive proxy statement (Commission file number 0001-04801) filed with the Securities and Exchange Commission on March 25, 2014, and the terms and conditions of the Plan are described beginning on page 10 of such definitive proxy statement.

The award was approved by the Compensation and Management Development Committee of the Board of Directors of Barnes without shareholder approval as an “employment inducement award” pursuant to New York Stock Exchange Rule 303A.08. This award was granted to Mr. Hook pursuant to the terms of his offer letter, which was previously disclosed by the Company on a Form 8-K filed with the SEC on June 21, 2022.

About Barnes

Barnes Group Inc. (NYSE: B) pioneers technologies to help change the world. Leveraging world-class manufacturing capabilities and market-leading engineering, we develop advanced processes, automation solutions and applied technologies for industries ranging from medical and personal care to mobility, packaging and aerospace. Customers benefit from our integrated hardware and software capabilities focused on improving the processing, control, service and sustainability of engineered plastics, factory automation technologies and precision components. For more information, please visit www.barnesgroupinc.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address our expected future operating and financial performance and financial condition, and often contain words such as "anticipate," "believe," "expect," "plan," "estimate," "project," “continue,” “will,” “should,” and similar terms. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These risks include uncertainties relating to conditions in financial markets; future financial performance of the industries or customers that we serve; risks associated with international sales and operations; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in Barnes Group Inc.’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q, and 8-K. The Company assumes no obligation to update our forward-looking statements.

Category: General

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Investors:

Barnes Group Inc.

William Pitts

Vice President, Investor Relations

860.583.7070

Source: Barnes Group Inc.

FAQ

What stock options were granted to CEO Thomas J. Hook of Barnes Group Inc.?

Thomas J. Hook was granted 1,183,406 performance-vested stock options at an exercise price of $30.32.

When were the stock options granted to Thomas J. Hook?

The stock options were granted on July 14, 2022.

What are the performance criteria for the stock options granted to the CEO?

The stock options vest based on the achievement of compound annual growth rates in stock price, with varying vesting percentages at different CAGR thresholds.

How does the stock option grant impact Barnes Group Inc. shareholders?

The stock option grant aims to align the CEO's interests with shareholder value but raises concerns regarding governance and immediate shareholder benefits.

Is the stock option award to Thomas J. Hook subject to shareholder approval?

No, the award was approved by the Compensation Committee without shareholder approval as an employment inducement.