Barnes Group (B) Announces Board Changes

Barnes Group Inc. (NYSE: B), a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, today announced the planned retirements of Chairman Thomas O. Barnes and Lead Independent Director Mylle H. Mangum, consistent with the Company’s corporate governance retirement policy, effective at the Company’s Annual Meeting of Stockholders in May 2024. Mr. Barnes will become Chairman Emeritus and continue to lead the Barnes Foundation following his retirement from the Board. The company also announced that the Board of Directors has selected Richard J. Hipple as Chair Elect, reflecting its intention to appoint Mr. Hipple Chair of the Board of Directors effective immediately after the 2024 Annual Meeting of Stockholders, subject to his re-election by the stockholders.

In addition, the Company announced that it entered into a cooperation agreement with Irenic Capital Management (together with its affiliates, “Irenic”), pursuant to which the Board of Directors appointed Adam Katz, co-founder and Chief Investment Officer of Irenic Capital Management, to serve on its Board of Directors, effective immediately, and is engaging Larry Lawson, former CEO of Spirit AeroSystems Holdings, Inc., to serve as a Special Advisor to the Board of Directors and Barnes’s senior management team. Barnes will also work with Irenic to identify an additional mutually agreed upon independent director to appoint to the Board of Directors.

Thomas O. Barnes, Chairman of the Board, said, “It has been an honor to serve the company my family founded in 1857. Since our launch as a public company in 1946, we have endeavored to be an industry leader in the markets we serve and deliver value to all our stakeholders – our customers, our employees, our partners, and our shareholders – as well as support the communities in which we operate. Over my 45 years in leadership roles, I have had the humble opportunity to work with thousands of talented, capable, and dedicated people, especially those in our facilities around the world. Words cannot describe my appreciation. Looking forward, I am excited about the future of Barnes as we continue to execute our transformation strategy.”

Barnes continued, “I want to recognize Mylle, a long-time director and my esteemed colleague, for her tireless dedication and meaningful contributions to Barnes over her 21-year tenure. Her energy, passion for our people, and impact has been profound. On behalf of the Board and the entire Barnes team, I want to thank Mylle for her service and wish her all the best going forward.”

Barnes added, “I am delighted that the Board has selected Dick as my successor as Chair of our Board of Directors. Dick brings a wealth of management and board experience to our Board and has been an insightful and collegial presence in our boardroom. The Board will benefit from his leadership as the company continues to drive value for its stockholders.”

Thomas J. Hook, President and Chief Executive Officer commented, “On behalf of our entire organization, I want to publicly recognize and thank Tom for his decades of steadfast leadership, championing of our people, and meaningful community impact. It has been an honor to serve with Tom, and we salute and celebrate his immeasurable service to Barnes. We look forward to his continued contributions as Chairman Emeritus.”

Hook continued, “We also look forward to working with Adam and Larry, particularly as we drive our strategic processes to scale Aerospace, and integrate, consolidate, and rationalize Industrial. We expect that Adam will reinforce an investor’s perspective in our board deliberations, while Larry will provide valuable industry perspective as we expand our Aerospace business. We appreciate their enthusiasm for the Company and welcome their expertise and active participation in supporting shareholder value creation.”

Adam Katz, Irenic co-founder, said, “We appreciate the Board’s collaborative approach in reaching this outcome. Irenic invested in Barnes because we believe there is a significant opportunity to unlock shareholder value as the Company becomes more focused on Aerospace. I look forward to diving in immediately and getting to work alongside our fellow directors. Additionally, Larry’s track record of driving operational improvements and strong performance to enhance value is unparalleled in the Aerospace industry, and we are grateful to him for his willingness to serve as a Special Advisor to the Company.”

The Company has entered into a cooperation agreement with Irenic which contains customary standstill, voting, confidentiality, and other provisions. The cooperation agreement with Irenic will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission.

Wachtell, Lipton, Rosen & Katz is serving as legal advisor and BofA Securities is serving as financial advisor to Barnes. Joele Frank, Wilkinson Brimmer Katcher and Corbin Advisors are serving as investor relations advisors to Barnes.

Olshan Frome Wolosky LLP is serving as legal counsel to Irenic and LDG Advisory and Longacre Square Partners are advising Irenic.

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