Stock Plans

12 Months Ended

Dec. 31, 2023

Stock Plans [Abstract]

Stock Plans

Stock Plans

Most U.S. salaried and non-union hourly employees are eligible to participate in the Company’s 401(k) plan (the "Retirement Savings Plan"). The Retirement Savings Plan provides for the investment of employer and employee contributions in various investment alternatives including the Company’s common stock, at the employee’s direction. The Company contributes an amount equal to 50% of employee contributions up to 6% of eligible compensation. The Company expenses all contributions made to the Retirement Savings Plan. Effective January 1, 2013, the Retirement Savings Plan was amended to provide certain salaried employees hired on or after January 1, 2013 with an additional annual retirement contribution of 4% of eligible earnings. The Company recognized expense of $6,768, $4,164 and $3,970 in 2023, 2022 and 2021, respectively. As of December 31, 2023, the Retirement Savings Plan held 730,464 shares of the Company’s common stock.

The Company has an Employee Stock Purchase Plan (“ESPP”) under which eligible employees may elect to have up to the lesser of $25 or 10% of base compensation deducted from their payroll checks for the purchase of the Company’s common stock at 95% of the average market value on the date of purchase. The maximum number of shares which may be purchased under the ESPP is 4,550,000. The number of shares purchased under the ESPP was 9,979, 11,101 and 7,667 in 2023, 2022 and 2021, respectively. The Company received cash proceeds from the purchase of these shares of $353, $363 and $344 in 2023, 2022 and 2021, respectively. As of December 31, 2023, 222,041 additional shares may be purchased.

The 2014 Barnes Group Stock and Incentive Award Plan (the “2014 Plan”) was approved on May 9, 2014 by the Company's stockholders. The 2014 Plan permits the issuance of incentive awards, stock option grants and stock appreciation rights to eligible participants to purchase up to 6,913,978 shares of common stock. Of this amount as of December 31, 2022, there were 2,223,889 shares available for future grants under the 2014 Plan. On May 5, 2023, the 2014 Plan was merged with and into the 2023 Plan.

The 2023 Barnes Group Stock and Incentive Award Plan (the “2023 Plan”) was approved on May 5, 2023 by the Company's stockholders. The 2023 Plan permits the issuance of incentive awards, stock option grants and stock appreciation rights to eligible participants to purchase up to 4,223,889 shares of common stock. The amount includes shares available for purchase under the 2014 Plan which was merged into the 2023 Plan. The 2023 Plan allows for stock options and stock appreciation rights to be issued at a ratio of 1:1 and other types of incentive awards at a ratio of 1.9:1 from the shares available for future grants. As of December 31, 2023, there were 3,717,399 shares available for future grants under the 2023 Plan, inclusive of Shares Reacquired and shares made available through 2023 forfeitures. As of December 31, 2023, there were 2,548,590 shares of common stock outstanding to be issued upon the exercise of stock options and the vesting of Rights.

Rights under the 2023 Plan entitle the holder to receive, without payment, one share of the Company’s common stock after the expiration of the vesting period. Certain of these Rights are also subject to the satisfaction of established performance goals. Additionally, holders of certain Rights are credited with dividend equivalents, and holders of certain restricted stock units

are paid dividend equivalents in cash when dividends are paid to other stockholders. All Rights have a vesting period of up to five years.

During the year ended December 31, 2022, the Company granted a one-time Performance-Vested Stock Option award. Although the Performance-Vested Stock Options were not granted under the 2014 Plan, they will be administered in accordance with the terms and conditions of the 2014 Plan (other than Section 4 thereof). This stock option award was approved on July 14, 2022 by the Compensation and Management Development Committee of the Board of Directors of Barnes without shareholder approval pursuant to New York Stock Exchange Rule 303A.08.

Under the Non-Employee Director Deferred Stock Plan, as amended, each non-employee director who joined the Board of Directors prior to December 15, 2005 was granted the right to receive 12,000 shares of the Company’s common stock upon retirement. In 2023, 2022 and 2021, $16, $18 and $19, respectively, of dividend equivalents were paid in cash related to these shares. There was no compensation cost related to this plan in 2023, 2022 or 2021. There are 24,000 shares reserved for issuance under this plan.

Total maximum shares reserved for issuance under all stock plans aggregated 6,512,031 at December 31, 2023.