DEF 14A 1 b3981271-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

þ Filed by the Registrant

¨ Filed by a Party other than the Registrant

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under § 240.14a-12

BARNES GROUP INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

March 25, 2022

Dear Stockholders:

You are invited to attend the 2022 Annual Meeting of Stockholders of Barnes Group Inc. (“Barnes” or the “Company”) to be held on May 6, 2022 at 11:00 A.M. Eastern Time (E.T.) at the DoubleTree by Hilton, 42 Century Drive, Bristol, CT 06010. For your convenience, the 2022 Annual Meeting will be a hybrid meeting*. This means that you may attend the 2022 Annual Meeting either in person, or virtually via a live audio webcast by visiting www.virtualshareholdermeeting.com/B2022. Instructions on how to attend and participate virtually in the live audio webcast of the 2022 Annual Meeting and how to vote your shares virtually while attending this live audio webcast are detailed on the following page and posted on www.virtualshareholdermeeting.com/B2022.

The Board of Directors of the Company (the “Board of Directors” or the “Board”) is soliciting proxies, in the accompanying form, to be used at the 2022 Annual Meeting and any adjournments thereof. This proxy statement, along with the accompanying Notice of 2022 Annual Meeting of Stockholders, summarizes the purpose of the 2022 Annual Meeting and the information you need to know to vote at the 2022 Annual Meeting. The enclosed materials were first mailed or provided on or about March 25, 2022 to our stockholders of record as of March 11, 2022. A list of stockholders entitled to vote at the 2022 Annual Meeting will be available to stockholders of record during the entire time of the 2022 Annual Meeting both at the in person meeting and on the virtual meeting website. This list will also be available during the 10 days prior to the 2022 Annual Meeting at the Company’s principal executive offices located at 123 Main Street, Bristol, CT 06010.

Following a report on business operations, stockholders will vote on the following proposals:

Proposals		Board Vote Recommendation
1.	Election of 11 directors (page 13)	FOR each of the nominees
2.	Advisory vote for the resolution to approve the Company’s executive compensation (page 28)	FOR
3.	Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2022 (page 68)	FOR
●	To transact such other business that may properly come before the meeting

Your vote is important. Whether or not you plan to attend the 2022 Annual Meeting, we encourage you to vote as promptly as possible. You are eligible to vote if you were a stockholder of record at the close of business on March 11, 2022 (the “Record Date”) or hold a legal proxy for the meeting provided by your broker, bank or nominee as of the Record Date. Each share of our common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. As of the Record Date, there were 50,694,661 shares of common stock outstanding and entitled to vote at the 2022 Annual Meeting.

*As part of our COVID-19 precautions and related public health measures, we will monitor the need to potentially alter the location of the in person 2022 Annual Meeting of Stockholders or to switch to solely a virtual meeting format. If we take this step, we will announce the decision to do so in advance via a press release and the filing of necessary proxy materials with the Securities and Exchange Commission. Please monitor our website at www.barnesgroupinc.com for updated information. If you are planning to attend our meeting in person, please check the website one week prior to the meeting date.

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Stockholders of record as of the Record Date are entitled to vote at the 2022 Annual Meeting, either in person or virtually by live audio webcast. Stockholders of record as of the Record Date may also vote before the 2022 Annual Meeting in the following ways:

	Vote by Phone: 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. E.T. the day prior to the 2022 Annual Meeting date. Have your proxy card in hand when you call and then follow the instructions.

	Vote by Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

	Vote by Internet: Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. E.T. the day prior to the 2022 Annual Meeting date. Go to www.proxyvote.com or scan the QR Barcode in the proxy card you received. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.

If you vote by Internet or telephone, you should not return your proxy card. If you hold your shares through a broker, bank or other nominee, you will receive separate instructions from the nominee describing how to vote your shares. Proxies will be solicited on behalf of the Board by mail and other electronic means or in person, and we will pay the solicitation costs.

How to Attend and Vote Virtually During the Live Audio Webcast of the 2022 Annual Meeting

Go to www.virtualshareholdermeeting.com/B2022 and follow the instructions below:

	●	To be admitted to the live audio webcast of the 2022 Annual Meeting, use the following link: www.virtualshareholdermeeting.com/B2022.
	●	Enter the control number found on your proxy card, voting instruction form or notice you received with the proxy materials. If you are a beneficial shareholder, you may contact the bank, broker or other institution where you hold your account if you have questions about obtaining your control number.
	●	Once admitted to the live audio webcast of the 2022 Annual Meeting, you may vote and/or submit questions by following the instructions available on the 2022 Annual Meeting website, www.virtualshareholdermeeting.com/B2022.
	●	If you do not have your control number, you may attend the 2022 Annual Meeting as a guest (non-stockholder). As a guest, you will not have the option to vote your shares at the 2022 Annual Meeting.

Whether or not you plan to attend the 2022 Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the 2022 Annual Meeting. You may revoke your proxy at any time prior to the meeting. If you attend and vote during the 2022 Annual Meeting, your proxy will be revoked automatically and your vote at the 2022 Annual Meeting will be counted.

Cordially,

Thomas O. Barnes
Chairman of the Board

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Proxy Statement for 2022
Annual Meeting of Stockholders
May 6, 2022

We are sending this proxy statement and a proxy or voting instruction form in connection with Barnes Group Inc.’s solicitation of proxies on behalf of its Board of Directors for our 2022 Annual Meeting of Stockholders. Availability of this proxy statement and accompanying materials is scheduled to begin on or about March 25, 2022. “Voting Information” may be found on page 69.

PROXY SUMMARY	4
GOVERNANCE	12
Proposal 1 – Election Of Directors	13
Nominees for Board of Directors	13
Director Independence Assessment	19
Process For Selecting Director Nominees, Stockholder Recommended Director Candidates	20
Board Leadership	21
Board Role In Risk Oversight	23
Communication With Our Board	25
Investor Outreach	25
DIRECTOR COMPENSATION IN 2021	25
COMPENSATION DISCUSSION AND ANALYSIS	28
Proposal 2 – Advisory Vote For The Resolution To Approve The Company’s Executive Compensation	28
Executive Summary	28
Say-On-Pay Vote	33
Executive Compensation Philosophy and General Objectives	33
Total Direct Compensation In 2021	34
Executive Compensation Process	34
Components of Our Executive Compensation Program	36
Additional Information	46
Tax and Accounting Considerations	47
COMPENSATION COMMITTEE REPORT	48
RISK OVERSIGHT AND ASSESSMENT POLICIES AND PRACTICES	48
EXECUTIVE COMPENSATION	49
Summary Compensation Table	49
Grants of Plan Based Awards In 2021	52
Outstanding Equity Awards At Fiscal Year End	53
Option Exercises And Stock Vested	54
Pension Benefits	54
Nonqualified Deferred Compensation	57
Post Termination And Change In Control Benefits	58
Awards Granted Under The Stock And Incentive Award Plan	60
Potential Payment Upon Termination Or Change In Control	61
2021 CEO Pay Ratio	63
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	64
STOCK OWNERSHIP	64
Security Ownership Of Certain Beneficial Owners	64
Security Ownership Of Directors And Executive Officers	65
Section 16(A) Beneficial Ownership Reporting Compliance	66
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	66
RELATED PERSON TRANSACTIONS	66
AUDIT MATTERS	67
Audit Committee Report	67
Principal Accounting Fees And Services	68
Proposal 3 – Ratify The Selection Of PricewaterhouseCoopers LLP As The Company’s Independent Auditor For 2022	68
VOTING INFORMATION	69
DOCUMENT REQUEST INFORMATION	71
STOCKHOLDER PROPOSALS FOR 2023 ANNUAL MEETING	73
BARNES GROUP INC. RESOURCES	74
ACRONYMS	75

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PROXY SUMMARY


	Proposals	Board Vote Recommendation
1.	Election of 11 directors (page 13)	FOR each of the nominees
2.	Advisory vote for the resolution to approve the Company’s executive compensation (page 28)	FOR
3.	Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 2022 (page 68)	FOR
●	To transact such other business that may properly come before the meeting

2022 Director Nominees


	Thomas O. Barnes	Mylle H. Mangum	Patrick J. Dempsey	JoAnna L. Sohovich	Elijah K. Barnes	Hans-Peter Männer	Thomas J. Hook	Richard J. Hipple	Anthony V. Nicolosi	Daphne E. Jones	Jakki L. Haussler
INDEPENDENCE	●	●		●	●	●	●	●	●	●	●
DIRECTOR TENURE¹	43 yrs.	19 yrs.	8 yrs.	7 yrs.	5 yrs.	5 yrs.	5 yrs.	4 yrs.	4 yrs.	2 yrs.	0 yrs.
Director Since	1978	2002	2013	2014	2016	2016	2016	2017	2017	2019	2021
Age	73	73	57	50	41	59	59	69	68	65	64
Term Expires	2022	2022	2022	2022	2022	2022	2022	2022	2022	2022	2022
BGI BOARD COMMITTEES¹	1	3	0	1	1	1	2	2	1	1	1
Audit						●	●		C	●
Corporate Governance		C			●		●	●
Compensation		●		C				●			●
Executive	C	●
OTHER PUBLIC COMPANY BOARDS	0	2	1	0	0	0	0	2	0	2	2
QUALIFICATIONS/ ATTRIBUTES/ EXPERIENCE
Global Business	●	●	●	●		●	●	●	●	●
Manufacturing/Operational	●	●	●	●		●	●	●	●
Aerospace, Industrial, Medical/Pharma, Automation, Robotics or Plastics End-Markets	●	●	●	●		●	●	●	●	●
Government/Regulatory			●	●			●	●	●		●
Talent Management/Development	●	●	●	●	●	●	●	●	●	●	●
Technology/Innovation		●	●	●		●	●	●		●	●
Marketing/Branding		●	●	●	●	●	●	●			●
Risk Management/Oversight		●	●	●		●	●	●	●	●	●
Current/Past Board Committee Chair	●	●		●			●	●	●		●
Prof. License/ MBA/Econ. or Engineering Degree	●		●	●	●	●	●	●	●	●	●

¹	Director tenure is listed in full years.
²	“C” indicates Committee Chair.

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Governance Highlights¹

Barnes Group Inc. (“Barnes” or the “Company”) is committed to good corporate governance, which promotes the long-term interests of the Company’s stockholders. Key features of the Company’s corporate governance practices include:

Board Independence	Lead Independent Director
● Independent Chairman of the Board ● 11 of our 12 directors are independent (and 10 of 11 directors standing for election are independent) ● CEO is the only management director ● All board committees are composed exclusively of independent directors	● Clearly established authority and responsibility over board governance and operations ● Selected by independent directors ● Serves as a liaison between the Chairman of the Board and the independent directors ● Presides at executive sessions of the independent directors

Board Practices	Other Best Practices
● Committee Charters reflect the Committees’ respective oversight of the Company’s environmental, social and governance efforts ● Consideration of gender, race, ethnicity and national origin among the qualifications reviewed when selecting director nominees ● Annual board and committee evaluations ● Regular review of committee chair and member rotation ● Director retirement age of 75, extendable in special circumstances ● Corporate Governance Guidelines require directors to attend education programs and briefing sessions ● Prohibition on directors simultaneously serving on more than 4 public company boards and 3 public company audit committees, including the Company’s ● Annual election of directors and declassified board ● Regular executive sessions of board and committees without management present	● Separate CEO and Chairman of the Board roles ● Prohibition on the CEO, or directors who serve as CEO for another public company, simultaneously serving on more than 2 public company boards, including the Company’s ● Corporate Governance Committee approval required before an executive officer accepts outside board membership with a for-profit entity ● Stockholder engagement and outreach to allow for management and the board to understand and consider issues that matter most to stockholders and enable the Company to effectively address them ● Restrictions on hedging and pledging Company stock by directors and executive officers ● Annual say-on-pay vote ● Policy prohibiting corporate contributions to political candidates, election campaigns or political parties

Stockholder Rights and Accountability	Stock Ownership Requirement
● Directors must receive more “for” than “withhold” votes in uncontested elections ● Stockholders have right to hold special meetings ● Stockholder right to proxy access ● No stockholder rights (poison pill) or similar plan

	Directors	5X	Annual Cash Retainer
	CEO	5X	Annual Salary
	Other NEOs	3X	Annual Salary

The metrics in these Governance Highlights include current directors as of the date of this proxy statement, including Director William J. Morgan. Director Morgan will retire from the Board effective as of the 2022 Annual Meeting in accordance with the mandatory retirement provisions of our Corporate Governance Guidelines.

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Director Highlights¹

Women in Board Leadership Roles

Mylle H. Mangum - Lead Independent Director and Chair, Corporate Governance Committee
JoAnna L. Sohovich - Chair, Compensation and Management Development Committee

The metrics in these Director Highlights include current directors as of the date of this proxy statement, including Director William J. Morgan. Director Morgan will retire from the Board effective as of the 2022 Annual Meeting in accordance with the mandatory retirement provisions of our Corporate Governance Guidelines. Metrics above are based on the number of full years of service that each director has served as of the date of this proxy statement. Metrics are based on director self-reporting.

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Governance		Health, Safety & Environmental Affairs		Employee Development & Engagement		Community		Products & Processes

Environmental, Social and Governance Highlights

Striving for Next with Respect for Now

Barnes is committed to corporate responsibility and furthering environmental, social and governance (ESG) principles. We believe this allows us to create value for our stakeholders and is key to our success as a responsible and environmentally friendly organization. Since the launch of our company-wide ESG initiative in 2014, we continue to identify and implement ways in which we can benefit our customers, the environment, and society while executing our vision and strategy.

*Where We Plan to Go – Setting Ambitious Goals* Setting ambitious goals is an integral aspect of our Barnes Enterprise System (BES). As part of our strong commitment to furthering ESG principles, the Company has established environmental targets for 2025. We will work to reduce the energy we use in our factories¹– as measured in carbon dioxide equivalents - by 15%, the amount of water we use by 20%, and the amount of industrial process waste we generate by 15%.		*Energy Water Waste*

*Pillars of our ESG Program*		*How We Will Get There – Understanding Our Risks, Aligning with Standards and Planning a Path to Success* In 2021, we conducted our first climate scenario analysis. We are focused on further aligning our ESG activities with the United Nations Global Compact (UNGC). We have selected disclosures from the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board’s (SASB) 2018 Industrial Machinery & Goods standard. We published indices detailing our disclosure against select items from the GRI and SASB standards and began to report results against the Task Force for Climate-related Financial Disclosures (TCFD) standard. In January 2022, we launched a project to develop an energy roadmap and identify opportunities to decarbonize and reduce emissions through renewable energy use.

*Who Will Guide Us – Our Company Leaders* Our Board of Directors exercises governance over ESG through its three key standing committees - Corporate Governance, Audit, and Compensation and Management Development. In addition, ESG is driven by a Steering Committee consisting of members of the Senior Leadership Team. In 2022, our Corporate Governance, Audit, and Compensation and Management Development Committees amended their Charters to reflect their respective ESG governance and oversight responsibilities. These Committee Charters and our ESG Steering Committee Charter are published on our Company’s website, www.barnesgroupinc.com. More detail on the Board’s oversight of ESG efforts and risk can be found in the “Board Role in Risk Oversight” section on page 23.

¹	On a normalized basis versus 2019 baseline year.

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ESG Recognition

We were honored to be recognized in 2021 for our ESG efforts.

EcoVadis, the worldwide Sustainability Ratings Provider, re-evaluated our Automation Gimatic business, increasing its rating of Gimatic and awarding it a Silver EcoVadis medal, placing Gimatic among the top 25% of companies assessed. The EcoVadis rating is a common tool used globally for supplier evaluation.

Newsweek has recognized the Company as one of “America’s Most Responsible Companies 2021”.

Our Barnes Values

Our Barnes Values are the cornerstone of our Company and the bedrock upon which Barnes has been built and sustained for 165 years. Consistent with these values, we strive to conduct business with the highest ethical standards, always mindful that our Values define who we are and what we stand for, both as employees and as a company. We maintain a Code of Business Ethics and Conduct (the “Code”) and compliance program. We offer the Code in nine languages and train our employees to ensure they are familiar with the Code. In 2022, we published a new, modernized Code, with enhanced emphasis on respect for human rights and the importance of diversity and inclusion.

Integrity. Respect. Collaboration. Empowerment. Determination.

At Barnes, we believe in:

Integrity

We uphold the highest ethical standards - rooted in openness, transparency, and honesty.

Respect

We treat each other with respect and dignity - and don’t tolerate any other way. As a global business that spans across cultures, promoting fairness, equality, safety, and diversity is fundamental to how we work together to do business.

Collaboration

We solve complex challenges by bringing together the best minds with diverse backgrounds to build inclusive teams that collaborate and inspire one another. Together, we challenge the status quo and reimagine what’s possible.

Empowerment

We empower each other to make positive impacts on our communities, customers, and shareholders by being accountable to one another.

Determination

We embrace change and break down barriers through the relentless pursuit of next. We continuously challenge ourselves, learn from one another, and deepen our expertise as we seek the next generation of solutions from our stakeholders.

In 2022, Newsweek recognized the Company as one of “America’s Most Trusted Companies 2022”.

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Our Commitments

	Human Rights		Our Human Capital
We respect the value and dignity of every individual. We do not tolerate any human rights abuses in any part of our business, anywhere we do business, and we expect the same of our partners. We pulse our global leadership to help identify any facts or circumstances which may indicate a potential human rights concern in our businesses. In early 2022, we published a Human Rights Policy formalizing our belief of respecting the value and dignity of every individual and clearly stating our intolerance for human rights abuses in any part of our business, anywhere we do business.		Grounded in our Values and an integral part of our Barnes Enterprise System (BES), we manage human capital through our Talent Management System (TMS). TMS integrates our key human resource processes and tools to facilitate talent management decisions. The TMS framework focuses on five key areas – Attract, Perform, Develop, Engage and Recognize. TMS enhances our ability to attract and hire talented employees and supports their growth, development and engagement.

	Safety of Our Employees		Our Products
We have a strong health, safety and environmental affairs (HSE) program led by our Vice President, HSE and ESG. We maintain a “safety first” mindset and strive to integrate safe practices in everything we do. We continue to implement preventive measures and controls to protect our employees. Our strong focus on safety resulted in zero serious injuries and zero work-related fatalities with over 9.3 million hours worked in 2021.		Our products and product roadmaps are focused on delivering or accelerating automation capabilities, lighter-weight products for our end markets, and technology and equipment to ultimately enable our customers to manufacture products using recycled and biofriendly polymers.

	Our Communities		Our Environment
Being a good corporate citizen begins with being a great community leader, which is why we encourage philanthropy, compassion, and change through our Barnes Group Foundation. Founded in 1945 and funded by the Company, the Barnes Group Foundation is committed to the support of education, the arts, civic and youth activities, and health- related charities in the communities in which the Company operates.		We have established environmental targets, maintain HSE standards that require internal reporting of metrics and internally audit select data. In 2021, we established additional controls to further validate our data and upgraded our centralized HSE information system.

Diversity & Inclusion We are committed to diversity and inclusion (D&I). This commitment is anchored by our D&I Mission Statement: At Barnes, we promote and embrace a diverse and inclusive workplace, where everyone is treated with dignity and respect; where all employees are supported, encouraged and empowered to engage, contribute and achieve their fullest potential in a safe and rewarding environment. In 2021, we updated our Corporate Governance Guidelines to reflect our Board’s practice of considering gender, race, ethnicity and national origin when recruiting for director nominees. Our Board is 33% women, and 25% self-identify as racially and/or ethnically diverse.

Responsible Sourcing We maintain a Supplier Code of Business Ethics and Conduct and a Conflicts Mineral Policy to support ethical sourcing practices.

Additional Information For additional information, please see the Company’s 2021 Environmental, Social and Governance Report, Code of Business Ethics and Conduct, and our Human Rights Policy on www.barnesgroupinc.com. Additionally, please see the forward-looking statement at the end of this proxy statement.

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Compensation Highlights

2021 Executive Compensation - Key Elements

The following summarizes key features of the compensation program for our named executive officers (NEOs).

Executive Compensation - Key Elements

Short-Term

Long-Term Equity Incentive Award

Base Cash Salary

Annual Cash
Incentive Award

PSAs

Stock Options

RSUs

Base salaries are reviewed annually and are typically increased at periodic intervals, often at the time of a change in position or assumption of new responsibilities.

Stockholder-approved program with payouts based on achieving targeted financial performance measures.

Annual incentive targets for our NEOs range from 45% to 75% of base salary at target level performance¹.

Actual payouts may range from zero to three times target based on performance compared to our three performance measures.

Performance-based vesting at the end of a 3-year period; based on three equally weighted measures in 2021:

(1) EBITDA growth relative to the performance of the Russell 2000 Index companies;

(2) Total Shareholder Return (TSR) relative to the performance of the Russell 2000 Index companies; and

(3) Return On Invested Capital (ROIC) performance against an absolute internal goal as determined by the Compensation and Management Development Committee.

Time-based vesting; 18, 30 and 42 months from the grant date in equal installments.

With the exception of Marian Acker, Vice President, Controller of the Company, and the Company’s Principal Accounting Officer. Ms. Acker served as the Company’s Interim Chief Financial Officer and Principal Financial Officer from January 1, 2021 – May 2, 2021. Ms. Acker resumed her role as Vice President, Controller of the Company, and the Company’s Principal Accounting Officer, as of May 3, 2021. Ms. Acker’s annual incentive target is 35% of base salary at target level performance.

Other Compensation and Benefits

Retirement: NEOs participate in qualified retirement programs generally available to the Company’s U.S. employees. NEOs also participate in a nonqualified retirement program that provides benefits on base salary earnings in excess of Internal Revenue Service (IRS) limits on qualified plans. In 2021, Mr. Dempsey and Ms. Acker participated in grandfathered nonqualified executive retirement programs that are closed to new entrants.

Change in Control and Severance: NEOs participate in severance programs where severance is payable and benefits continue upon termination of employment in certain specified circumstances or upon a change in control. Severance ranges from a multiple of one times base salary plus pro rata bonus for certain non-change in control events, to two times base salary plus pro rata bonus and additional benefits for other change in control events.

Limited Perquisites: NEOs are provided financial planning and tax preparation services, annual physicals (for amounts not otherwise covered by health insurance) and executive life insurance (with a tax gross-up benefit for grandfathered participants only).

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2021 NEO Compensation Summary

Name & Principal Position	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Comp.	Change in Pension Value & Nonqualified Deferred Comp. Earnings	All Other Comp.	Total
Patrick J. Dempsey President and Chief Executive Officer, Barnes Group Inc.	$900,000	$0	$4,240,076	$1,322,973	$1,861,758	$1,981,776	$189,885	$10,496,468
Julie K. Streich¹ Senior Vice President, Finance and Chief Financial Officer, Barnes Group Inc.	316,667	100,000	573,670	174,536	439,218	0	55,382	1,659,472
Marian Acker¹ Vice President, Controller, Barnes Group Inc.	305,000	60,000	352,874	110,970	294,434	0	82,831	1,206,109
Michael A. Beck² Senior Vice President, Barnes Group Inc. and President, Barnes Aerospace	460,000	0	628,127	201,134	603,589	0	48,898	1,941,748
Stephen G. Moule Senior Vice President, Barnes Group Inc. and President, Barnes Industrial	500,000	170,000	628,127	201,134	493,616	0	47,474	2,040,351
Patrick T. Hurley, Ph.D. Senior Vice President and Chief Technology Officer, Barnes Group Inc.	387,000	0	496,350	157,786	480,334	0	32,562	1,554,032

Julie K. Streich joined the Company as Senior Vice President, Finance and Chief Financial Officer effective May 3, 2021. Marian Acker, Vice President, Controller of the Company, and the Company’s Principal Accounting Officer, served as the Company’s Interim Chief Financial Officer and Principal Financial Officer from January 1, 2021 – May 2, 2021. Ms. Acker resumed her role as Vice President, Controller of the Company, and the Company’s Principal Accounting Officer, as of May 3, 2021.

Michael A. Beck advised in November, 2021 that he will retire from the Company, effective April 30, 2022. In connection with his retirement, on March 11, 2022, Mr. Beck entered into a Covenant Agreement and Release of Claims with the Company as further detailed in the “Additional Information” section on page 46, and in the Form 8-K filed by the Company on March 15, 2022.

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GOVERNANCE

Our Board and senior management devote considerable time and attention to corporate governance matters, and we maintain a comprehensive set of policies and procedures to enable effective corporate governance. We regularly review best practices in corporate governance and modify our policies and procedures as warranted. We solicit feedback from stockholders on governance and executive compensation practices. The following governance materials are available on our website at www.barnesgroupinc.com; click on “Investors” and then “Governance.” These materials will also be provided without charge to any stockholder upon written request to Legal Services, Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010.

Governance Materials

●	Bylaws
●	California Transparency in Supply Chains Act Disclosure
●	Certificate of Incorporation
●	Charters for Board Committees
●	Charter of the ESG Steering Committee
●	Code of Business Ethics and Conduct
●	Code of Business Ethics and Conduct for Suppliers
●	Policy Regarding Reporting of Complaints and Concerns
●	Human Rights Policy
●	Conflict Minerals Policy
●	Corporate Governance Guidelines
●	Political Expenditures and Public Policy Matters Policy
●	UK Tax Disclosure

Code of Business Ethics and Conduct

Integrity, and the way we treat our employees, stockholders, customers, suppliers, competitors and communities, are key to our Company’s longevity and success. Our Barnes Values, as well as BES, form the foundation of our business culture and serve as a roadmap for navigating the complex and dynamic marketplaces in which we do business. Our Code reinforces the Barnes Values and establishes the behaviors that we expect from all of our employees, officers and directors. Our Code applies to everyone at our Company and unites us as “One Team, One Company.”

Key Governance Changes

Board Oversight of ESG: The Company’s ESG efforts are managed by the ESG Steering Committee which consists of members of the Company’s Senior Leadership Team. Our Board of Directors exercises governance over ESG through its three key standing committees: Audit, Corporate Governance, and Compensation and Management Development. In February 2022, the Board amended the Charters of each of these three committees to reflect each committee’s specific role in overseeing ESG. Also in 2022, the Company published a revised Charter of its ESG Steering Committee.

Diversity and Inclusion: We believe that a board that is diverse and inclusive is more effective in meeting the Company’s strategic needs and serving the long-term interests of the Company and its stockholders. In February 2021, the Company amended its Corporate Governance Guidelines to formalize our practice of considering gender, race, ethnicity and national origin, among other qualifications, when evaluating director candidates for nomination to the Company’s Board. The Board assesses the effectiveness of this practice when reviewing the composition of the Board. Additionally, the Company recently published a Diversity and Inclusion Mission Statement reflecting the Company’s practice of promoting and embracing a diverse and inclusive workplace, where everyone is treated with dignity and respect; where all employees are supported, encouraged, and empowered to engage, contribute and achieve their fullest potential in a safe and rewarding environment.

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Human Rights Policy: In 2022, the Company published a Human Rights Policy, formalizing the Company’s current practice of respecting the value and dignity of every individual and intolerance of human rights abuses in any part of our business, anywhere we do business.

Proposal 1 – Election Of Directors¹

Upon the recommendation of the Corporate Governance Committee, the Board has nominated Thomas O. Barnes, Elijah K. Barnes, Patrick J. Dempsey, Jakki L. Haussler, Richard J. Hipple, Thomas J. Hook, Daphne E. Jones, Mylle H. Mangum, Hans-Peter Männer, Anthony V. Nicolosi and JoAnna L. Sohovich to be elected at the 2022 Annual Meeting for continuing membership to the Board.

William J. Morgan, a current member of the Company’s Board of Directors, will retire from the Board, effective as of the 2022 Annual Meeting in accordance with the mandatory retirement provisions of the Company’s Corporate Governance Guidelines and is therefore not standing for re-election.

The Board has determined that except for Mr. Dempsey, each nominee is an independent director. If elected, each nominee will hold office until the 2023 Annual Meeting unless the nominee earlier dies, resigns, retires or is removed, as provided in the Bylaws. The eleven nominees are listed herein with brief biographies. None of the organizations listed as business affiliates of the nominees is a subsidiary or other affiliate of the Company unless otherwise noted. If a nominee for director should become unavailable for any reason, it is intended that votes will be cast for a substitute nominee designated by the Board. The Board has no reason to believe the persons nominated will be unable to serve if elected.

The Board recommends a vote FOR all Director nominees.

Nominees for Board of Directors

THOMAS O. BARNES

Age: 73

Director since: 1978 (43 yrs.)

Committees: E

QUALIFICATIONS/ATTRIBUTES/EXPERIENCE

● Global Business

● Manufacturing/Operational

● Aerospace, Industrial, Medical/Pharma, Automation, Robotics or Plastics End-Markets

● Talent Management/Development

● Board Committee Chair

● Prof. License/MBA/Econ. or Engineering Degree

Other Current Public Directorships: None

Mr. Barnes is Chairman of the Board and was a non-management employee of the Company through December 31, 2014. From 2007 until 2012, he served as a director of New England Bank Shares, Inc. He served as a director of Valley Bank from 2005 to 2007, when it was merged into New England Bank Shares, Inc. Mr. Barnes’ qualifications to be a member of our Board include his experience in the fields of manufacturing, finance and governance with numerous organizations throughout his career, including the Company’s former distribution business. In addition, Mr. Barnes has owned and managed several businesses and has experience in the commercial lending field. He has served on the Board for over 40 years, has served as Chairman of our Board since 1995, and has served as chairman, trustee or director for over 20 non-profit organizations.

As previously disclosed, effective March 8, 2022, Mr. Dempsey began a temporary leave of absence from his role as President and Chief Executive Officer to address health matters affecting a family member and Ms. Streich will serve as Interim Chief Executive Officer (principal executive officer) until Mr. Dempsey’s return. Ms. Streich will also continue to serve as the Company’s Senior Vice President, Finance and Chief Financial Officer during this interim period.

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ELIJAH K. BARNES

Age: 41

Director since: 2016 (5 yrs.)

Committees: CG

QUALIFICATIONS/ATTRIBUTES/EXPERIENCE

● Talent Management/Development

● Marketing/Branding

● Prof. License/MBA/Econ. or Engineering Degree

Other Current Public Directorships: None

Mr. Barnes serves on the Corporate Governance Committee of the Board of Directors. Mr. Barnes has over 18 years of experience in the areas of commercial real estate, lease negotiation, marketing and finance. He has been a Principal at Avison Young, where he is the co-head of the Agency Leasing Practice Group for the Washington, D.C. office, since September 2014. From 2008 to 2014, he was Managing Director and Principal at Cassidy Turley. Prior to Cassidy Turley, he was a Vice President for the Leasing Management Group at Jones Lang LaSalle. He received his bachelor’s degree in Economics from the University of Virginia and his Master of Business Administration from Johns Hopkins University. Mr. Barnes is a former National Association of Corporate Directors (NACD) Governance Fellow, having demonstrated his commitment to the highest standards of boardroom excellence by earning NACD Fellowship - The Gold Standard Director Credential. NACD Fellowship is a comprehensive and continuous program of study that empowered directors with the latest insights, intelligence, and leading boardroom practices. Mr. Barnes’ qualifications to serve on our Board include his significant commercial real estate experience that contributes to the Company’s management of its extensive owned and leased real estate portfolio. In addition to his business and financial qualifications, Mr. Barnes is the sixth generation of the Barnes family to serve on the Board, continuing a legacy of family oversight that is uniquely devoted to the Company’s long-term success and returning value to Company stockholders.


PATRICK J. DEMPSEY	Age: 57	Director since: 2013 (8 yrs.)	Committees: None

QUALIFICATIONS/ATTRIBUTES/EXPERIENCE ● Global Business ● Manufacturing/Operational ● Aerospace, Industrial, Medical/Pharma, Automation, Robotics or Plastics End-Markets ● Government/Regulatory ● Talent Management/Development ● Marketing/Branding ● Technology/Innovation ● Risk Management/Oversight ● Prof. License/MBA/Econ. or Engineering Degree Other Current Public Directorships: 1 ● Nucor Corporation	Mr. Dempsey was appointed the President and Chief Executive Officer of the Company in March 2013. Prior to this appointment, since February 2012, he served as the Company’s Senior Vice President and Chief Operating Officer, and was responsible for oversight and direction of the Company’s global business segments, as well as working closely on the development and execution of the Company’s strategic plan. Mr. Dempsey joined the Company in October 2000 and has held a series of roles of increasing responsibility. He was appointed Vice President, Barnes Group Inc. and President, Barnes Aerospace in 2004, Vice President, Barnes Group Inc. and President, Barnes Distribution in October 2007, and Vice President, Barnes Group Inc. and President, Logistics and Manufacturing Services in October 2008. He is currently a director of Nucor Corporation having been appointed in 2016. He also serves as the Chair, Executive Committee and Board of Trustees of the Manufacturers Alliance for Productivity and Innovation (MAPI) and on the Board of Trustees for Connecticut Science Center. Mr. Dempsey’s qualifications to be a member of our Board include his extensive knowledge of the Company’s business operations and his depth of experience in the fields of business management, enterprise management systems, business development and international operations.

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JAKKI L. HAUSSLER

Age: 64

Director since: 2021 (0 yrs.)

Committees: CMDC

QUALIFICATIONS/ATTRIBUTES/EXPERIENCE

● Government/Regulatory

● Talent Management/Development

● Technology/Innovation

● Marketing/Branding

● Risk Management/Oversight

● Prof. License/MBA/Econ. or Engineering Degree

● Board Committee Chair

Other Current Public Directorships: 2

● Service Corporation International

● Various Morgan Stanley Funds

Ms. Haussler was appointed to the Board of Directors in July 2021 and will stand for election at the 2022 Annual Meeting of Stockholders. Ms. Haussler serves on the Compensation and Management Development Committee of the Board of Directors. From 1996 until 2019, Ms. Haussler was Co-founder, Chairman, and CEO of Opus Capital Management, Inc., a registered investment advisory firm, where she currently remains non-executive Chairman. Ms. Haussler previously served on the Board of Cincinnati Bell Inc. where she was Chair of the Audit and Finance Committee, as well as the Governance and Nominating Committee, and served on the Executive Committee and Compensation Committee. Ms. Haussler is currently on the Board of Directors/Trustees of various Morgan Stanley Funds where she serves on the Audit Committee and Equity Committee, and is also on the Board of Directors of Service Corporation International where she serves on the Investment Committee and the Audit Committee. Ms. Haussler’s qualifications to be a member of our Board of Directors include her extensive experience in public accounting, investment banking, venture capital and asset management.


RICHARD J. HIPPLE	Age: 69	Director since: 2017 (4 yrs.)	Committees: CMDC, CG

QUALIFICATIONS/ATTRIBUTES/EXPERIENCE ● Global Business ● Manufacturing/Operational ● Aerospace, Industrial, Medical/Pharma, Automation, Robotics or Plastics End-Markets ● Government/Regulatory ● Talent Management/Development ● Technology/Innovation ● Marketing/Branding ● Risk Management/Oversight ● Board Committee Chair ● Prof. License/MBA/Econ. or Engineering Degree Other Current Public Directorships: 2 ● Luxfer Holdings ● KeyCorp.	Mr. Hipple serves on the Board of Director’s Corporate Governance and Compensation and Management Development Committees. Mr. Hipple is the retired Executive Chairman of the board of directors of Materion Corporation, a title he held until December 2017. Materion supplies highly engineered advanced enabling materials and coatings used in a range of electrical, electronic, thermal, optical, and structural applications. Previously, he was the Chairman, President and Chief Executive Officer of Materion from 2006 to 2017 and its President and Chief Operating Officer from 2005 to 2006. He initially joined Materion in 2001. Prior to joining Materion, Mr. Hipple served 26 years in roles of increasing responsibility at LTV Corporation, a large U.S. metals conglomerate, culminating in the position of President. Mr. Hipple has previously served on the board of directors of Ferro Corporation and is currently a director of KeyCorp (serving as Chair of the Audit Committee and a member of the Nominating and Governance Committee and Director of Key Bank) and Luxfer Holdings (serving as Chair of the Remuneration Committee and a member of the Audit Committee). He also is a Chair Emeritus and current member of the Board of Trustees for the Cleveland Institute of Music. Mr. Hipple is a graduate of Drexel University with a Bachelor of Science degree in engineering. Mr. Hipple’s qualifications to be a member of our Board include his extensive executive management and leadership experience and an accomplished record of leading transformational global growth and product diversification, including through acquisitions. Additionally, Mr. Hipple brings a wealth of additional public company board experience to our Board.

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THOMAS J. HOOK

Age: 59

Director since: 2016 (5 yrs.)

SEC Form DEF 14A filed by Barnes Group Inc.