In accordance with the company’s corporate governance retirement policy, Barnes Group Inc., a worldwide supplier of highly engineered products, unique industrial technologies, and creative solutions, today announced the planned retirements of Chairman Thomas O. Barnes and Lead Independent Director Mylle H. Mangum, which will take effect at the company’s Annual Meeting of Stockholders in May 2024. After retiring from the Board, Mr. Barnes will take on the role of Chairman Emeritus and continue to guide the Barnes Foundation. The business also declared that Richard J. Hipple has been chosen by the Board of Directors to serve as Chair Elect. This announcement signifies the Board of Directors’ intention to name Mr. Hipple as Chair of the Board of Directors with immediate effect following the 2024 Annual Meeting of Stockholders, provided that he is re-elected by the stockholders.
Furthermore, the Company disclosed that it had entered into a cooperation agreement with Irenic Capital Management (as well as its affiliates, Irenic), in accordance with which the Board of Directors designated Adam Katz, co-founder and chief investment officer of Irenic Capital Management, to the Board of Directors, with immediate effect; additionally, the Board of Directors appointed Larry Lawson, the former CEO of Spirit AeroSystems Holdings, Inc., to the Board of Directors and Barnes’s senior management. In addition, Barnes and Irenic will collaborate to find a second independent director who can be appointed to the board of directors.
Chairman of the Board Thomas O. Barnes stated, His family founded this company in 1857, and it has been an honor for him to serve it. Since becoming public in 1946, we have made an effort to lead our industry in the markets we serve, provide value to all of our stakeholders, including partners, customers, employees, and shareholders, and give back to the communities in which we operate. Throughout my forty-five years in leadership positions, He have had the honor of working with thousands of gifted, competent, and committed individuals—especially those residing in our global facilities. He can’t express how much He appreciate this. As we move forward with implementing our transformation plan, He was enthusiastic about Barnes’ future.
Barnes went on, He want to thank Mylle, a longtime director and my wonderful colleague, for her 21 years of meaningful contributions to Barnes and her unwavering dedication. Her effect, enthusiasm, and energy for our people have been immense. He would like to thank Mylle for her service and wish her the best of luck moving ahead on behalf of the Board and the whole Barnes team.
Barnes continued, The Board’s decision to name Dick as my replacement as Chair of our Board of Directors pleased him. Dick has been a wise and helpful presence in our boardroom and offers a lot of business and board experience to our Board. His leadership will help the Board as the business keeps generating value for its investors.
Chief Executive Officer and President Thomas J. Hook stated, He would want to officially acknowledge and express gratitude to Tom on behalf of our whole business for his many years of unwavering leadership, support of our people, and significant community impact. Serving alongside Tom has been an honor, and we appreciate and celebrate his enormous contribution to Barnes. As Chairman Emeritus, we anticipate his ongoing contributions.
Hook went on, As we advance our strategic initiatives to grow Aerospace and integrate, consolidate, and streamline Industrial, we particularly look forward to working with Adam and Larry. We anticipate that Larry will offer insightful industry insight as we grow our Aerospace business, and Adam will support the viewpoint of an investor in our board discussions. We admire their passion for the business, as well as their knowledge and proactive involvement in fostering the generation of shareholder value.
Co-founder of Irenic Adam Katz stated, They value the Board’s cooperative approach in achieving this result. Irenic made an investment in Barnes because we think the company’s increased focus on aerospace will present a major potential to realize shareholder value. He is eager to get started right away and collaborate with our other directors. In addition, Larry has an unmatched track record in the aerospace sector for advancing operational enhancements and excellent performance to increase value. For these reasons, we are appreciative of his willingness to work with the company as a Special Advisor.
A cooperation agreement between the Company and Irenic has been reached. It includes standard standstill, voting, confidentiality, and other clauses. The Securities and Exchange Commission will receive the cooperation agreement from Irenic as part of a Current Report on Form 8-K.
Barnes is receiving legal advice from Wachtell, Lipton, Rosen & Katz and financial advice from BofA Securities. Barnes has investor relations advisors Joele Frank, Wilkinson Brimmer Katcher, and Corbin Advisors.
Irenic is being advised by LDG Advisory and Longacre Square Partners, while Olshan Frome Wolosky LLP is providing legal guidance to Irenic.
Adam J. Katz, an investment management professional, is currently the general partner of Irenic Capital Management LP and the managing member of Irenic Capital Management GP LLC. He is 38 years old. Ever since he co-founded the company in October 2021, Mr. Katz has held the position of Chief Investment Officer. Prior to this, Mr. Katz worked for Elliott Management L.P. as an Associate Portfolio Manager from December 2013 to September 2021. He has been a member of the board of directors of Arconic Corporation, a producer of lightweight metals, since August 2023. The company specializes in high-performance aluminum products for use in the construction, automotive, aerospace, and defense industries. Mr. Katz holds an A.B., magna cum laude with high honors in field, from Harvard University, a J.D. from Harvard Law School, and an M.B.A. from Harvard Business School, where he was a Baker Scholar.
From April 2013 to August 2016, Larry A. Lawson, 65, led Spirit AeroSystems Holdings, Inc., a producer of aerostructures for business/regional jets, defense platforms, and commercial airplanes, as president, chief executive officer, and member of the board of directors. Before coming to Spirit AeroSystems, Mr. Lawson worked for the multinational aerospace and security corporation Lockheed Martin Corporation (Lockheed Martin) in a number of managerial roles. He worked as an operating partner of the private equity firm Advent International from March 2019 until March 2022 after resigning from Spirit AeroSystems. Mr. Lawson has been a consultant for the investment management company Irenic Capital Management LP since July 2022. Mr. Lawson holds patents in advanced signal processing and is a Harvard Advanced Management Program graduate as well as an M.I.T. Fellow. Mr. Lawson graduated from Lawrence Technological University with a Bachelor of Science in Electrical Engineering and the University of Missouri with a Master of Science in the same field.
In order to develop cutting-edge processes, automation solutions, and applied technologies for industries ranging from aerospace and medical & personal care to mobility and packaging, Barnes Group Inc. makes use of its world-class manufacturing capabilities and industry-leading engineering. Barnes, which has a renowned history of inventing brilliance, provides outstanding value to clients by utilizing state-of-the-art industrial technology and sophisticated manufacturing capabilities. Barnes Aerospace is a manufacturer and service provider of complex machined and fabricated parts for airframes, nacelles, and turbine engines used in both military and commercial applications. Barnes Industrial is a leader in engineered plastics processing, control, and sustainability. They also provide creative, bespoke solutions for metal forming and industrial automation. The company was founded in 1857 and is based in Bristol, Connecticut, USA. It operates manufacturing and support facilities all over the world. Please visit www.onebarnes.com for further details.
Andy Dodge and Adam Katz formed Irenic Capital Management LP, an investment management company. Irenic, which is based in New York City, collaborates with publicly traded firms to make sure that capital deployment, operating activities, and management incentives are all in line with creating value for the business and its owners.
