Barnes Announces Performance-Vested Stock Option Grant to New Chief Executive Officer
15 July 2022 - 7:25AM
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
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220714005858/en/
Investors: Barnes Group Inc. William Pitts Vice
President, Investor Relations 860.583.7070
Barnes (NYSE:B)
Historical Stock Chart
From Apr 2024 to May 2024
Barnes (NYSE:B)
Historical Stock Chart
From May 2023 to May 2024