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Deferred Compensation

Under the Non-Employee Director Deferred Stock Plan each non-employee director who joined the Board before December 15, 2005 was granted the right to receive 12,000 shares of Common Stock when his or her membership on the Board terminates or, if sooner, when a change in control occurs. The plan also provides for the payment of dividend equivalents equal to one dividend per share for each dividend payment date payable quarterly and in cash. In connection with Mr. Benanav’ s death in August 2019, the Company commenced settlement of his shares of Common Stock under the Non-Employee Director Deferred Stock Plan pursuant to his prior election that the shares be settled in five annual installments.

Under the Directors’ Deferred Compensation Plan (DDCP) each non-employee director may defer all or a portion of his or her Board retainer and meeting fees, and/or the dividend equivalents paid under this plan. Directors may elect to credit such deferred compensation to a cash account, a phantom stock account, or a combination of the two. Until his death on August 25, 2019, Mr. Benanav was a participant in the DDCP. Under the terms of the DDCP, the Company, consistent with the terms of the Plan, paid Mr. Benanav’s estate a lump sum cash payment equivalent to his deferred fees, dividend equivalents and interest thereon, plus the fair value of the phantom stock account in the amount of $2,232,592 on February 25, 2020, a date elected by the Compensation Committee in accordance with the DDCP.

Non-Management Director Stock Ownership Requirements

As reflected above, under our stock ownership requirements, each of our non-management directors is required to accumulate an ownership position in Company Common Stock equal in value to five times the annual cash retainer. Two-thirds of the value of unvested RSUs count toward achieving ownership requirements. Directors are required to retain all net after-tax proceeds from Company equity grants until ownership levels are met. Once ownership levels are met, the requirement is converted to a fixed number of shares, subject to increases based on increases to the annual cash retainer.

Director Compensation in 20172019

The following table sets forth the aggregate amounts of compensation information for the year ended December 31, 20172019 for non-management directors.

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COMPENSATION DISCUSSION AND ANALYSIS

Proposal 2 – Advisory Vote For The Resolution To Approve The Company’s Executive Compensation

We seek our stockholders’ advisory (non-binding) vote for the resolution to approve the compensation of our named executive officers (NEOs) as described in the Compensation Discussion and Analysis (CD&A), the executive compensation tables, and the accompanying narrative disclosure regarding named executive officer compensation.disclosure. This advisory proposal, known as a “say-on-pay” vote, gives stockholders the opportunity to vote whether or not to approve the compensation of our named executive officers as described in this proxy statement.

We recognize our stockholders’ interest in the Company’s executive compensation program. As such, we currently hold an annual say-on-pay vote. Our next say-on-pay vote will occur at our 20192021 Annual Meeting.

The Company’s executive compensation programs are designed to attract, engage and retain highly qualified, high performing executive officers. The Company has a strong pay-for-performance philosophy, so we closely align our named executive officers’ compensation with the Company’s performance. We encourage stockholders to review the CD&A for a detailed description of our executive compensation programs. The Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the accompanying executive compensation tables and the related narrative discussion.”

This vote is advisory, which means that it is not binding on the Board or the Compensation and Management Development Committee (Compensation Committee), nor will it affect any compensation paid or awarded to any named executive officer. However, the Board and the Compensation Committee will review and consider the voting results when evaluating our future executive compensation arrangements.

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Executive Summary

This Compensation Discussion and Analysis (CD&A) provides a detailed description of our executive compensation philosophy and programs, the compensation decisions that the Compensation Committee has made under those programs and the underlying factors considered in making those decisions as well as the alignment and relationship between the Company’s 2017 performance and the resulting compensation. We also provide details regarding the individual components of our executive compensation programs and explain how and why the Compensation Committee makes decisions to establish executive compensation at particular levels. describes:

Our named executive officers (NEOs) for 20172019 were:

Performance Highlights

The Company’s annual compensation program closely links compensation to Company performance and results. In 2017,2019, the Company made considerable headway in our ongoing journey to position the Company as a leading global provider of engineered products, diversified industrial technologies, and innovative solutions. The Company remains focused on continued to execute on ourexecution of its four strategic pillars:

The effectiveness and execution of our global growth strategy resulted in a total return of nearly 35% tosuccessful year. Despite weakness in the industrial manufacturing environment and lingering trade uncertainties which unfavorably impacted revenues in our stockholders in 2017, surpassing the broader indices of the S&P 600 and Russell 2000. Additionally,Industrial segment, the Company finished 2017 with an impressive sales increase of 17%, with 11% organic sales growth. Adjusted EPS grew despite certain operationaldelivered strong results for 2019, due to management actions to offset challenges in the Industrial segment. We continuedCompany’s end markets. These actions delivered an expansion of operating income and operating margin and strong cash flow. In addition, the Company’s three-year TSR performance remains favorable as compared to maintain a well-positioned balance sheet and reliable cash generation.

In the second quarter of 2017, the Company completed its acquisitionthree-year average returns of the assets ofRussell 2000 Index companies.

Among many highlights for 2019, the privately held Gammaflux L.P. business (Gammaflux), a leading supplier of hot runner temperature and sequential valve gate control systems to the plastics industry. The acquisition of Gammaflux complements the Company’s Molding Solutions business unit by incorporating further in-house capabilitiesCompany:

Steady investment in the area of temperature control solutions for injection molding, extrusion, blow molding, thermoformingBES, our total operating system, and other applications.

The Company’s performance relies on organizational alignment behind BES and theour strategic enablers –of Innovation and the Talent Management System. Within BES, our business maturity levels improved at many of our sitesSystem remain crucial to positioning Barnes Group for long-term profitable growth and functions as we trained another 800 active employees to become BES advocates. Regarding Innovation, we have evolved our internal engineering council to now include customer-facing cross-functional representationsuccess and renamed itachieving a competitive advantage in the Global Innovation Forum. This group is converting new ideas into innovations yielding enhanced customer value and helping to drive organic growth. Our Talent Management System focus resulted in substantial progress on systems and processes to attract, develop and retain top talent with the skills necessary to accelerate the Company’s performance to the next level. BES, coupled with our strategic enablers, drive our commercial and operational excellence and create value for all of our key stakeholders – our employees, customers, stockholders and community.marketplace. Some highlights include:

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Pay for Performance

TheWe received strong support for our executive compensation program (98% of votes cast in favor of our say-on-pay resolution in 2019) as discussed under “Say on Pay Vote” below. For 2019, the Company’s executive compensation programs for 2017 remained relatively unchanged from 2016, except for the long-term incentive mix for Mr. Dempsey which was 60% performance share awards, 20% restricted stock units and 20% stock options in 2017 (versus 57%, 26%, 17%, respectively, in 2016)2018.

Annual Cash Incentive Program. Under the Performance Share Award program for the 2017-2019 three-year measurement period, the Company maintained two measures -Total Shareholder Return (TSR) relative to the performance of the Russell 2000 companies, and Return On Invested Capital (ROIC) performance against an absolute internal goal as determined by the Compensation and Management Development Committee (Compensation Committee) and approved by the Board of Directors.

For our 20172019 annual cash incentive compensation program, we continued to use Company-wide consolidated Revenue (Revenue), diluted Earnings Per Share (EPS) and Days Working Capital (DWC). These three corporate measures applied 100% to Messrs. Dempsey, Stephens, BerklasGutermann, and Ms. Edwards. Messrs. Mayo andHurley. Mr. Beck werewas measured 40% on these corporate measures and 60% on the performance of the Industrial segment and Aerospace segment, respectively. Overall,segment. We selected this combination of performance measures is designed to emphasize profitable revenue growth, productivityprofitability, and cash generation.

Results under our 20172019 annual cash incentive compensation program are determined first according to generally accepted accounting principles (GAAP) but then may be adjusted to include or exclude certain unusual, non-recurring, or other adjustments in accordance with Section 162(m) of the Internal Revenue Code and as provided under our stockholder approved Performance-Linked Bonus Plan (PLBP). See page 33, notes 1-4. The Compensation Committee also retains negative discretion in accordance with Section 162(m) of the Internal Revenue Code to further reduce, but not increase, actual awards paid to NEOs under the PLBP.annual cash incentive program. The adjusted financial performance results certified by the Compensation Committee under the PLBPannual cash incentive program are non-GAAP financial measures.

For Messrs. Dempsey, Stephens, Gutermann and Ms. Edwards,Hurley, we calculated payouts under the annual cash incentive compensationprogram using the following corporate measures and weighting (resulting in a payout of 242%27% of target):

For Mr. Mayo,Beck, we calculated 40% of annual cash incentive compensationprogram using the above corporate measures and weighting, and the following measures and weighting for the Industrial segment (resulting in a payout of 143% of target):

Industrial Performance Measures		Weighting (%)		As Certified 2017 Results*		Comparison to Target		% Payout
Operating Profit (in millions)		60		$134.9		$8.2 below target		38%
Revenue (in millions)		20		$974		$74 above target		300%
Days Working Capital (DWC)		20		104		5 days below (better than) target		300%

For Mr. Beck, we calculated annual incentive compensation60% using the above corporate measures and weighting, and the following measures and weighting for the Aerospace segment (resulting in a payout of 198%219% of target):

Aerospace Performance Measures		Weighting (%)		As Certified 2017 Results*		Comparison to Target		% Payout		Weighting (%)		As Certified 2019 Results*		Comparison to Target		% Payout
Operating Profit (in millions)		60		$44.2		$1.5 above target		146%		60		$66.3		$7.1 above target		300%
Revenue (in millions)		20		$408		$22 above target		264%		20		$479		$10 above target		162%
Days Working Capital (DWC)		20		127		3 days below (better than) target		290%		20		149		3 day above (worse than) target		36%

*	Detailed descriptions of the measures and process used to determine adjustments can be found in the “Annual Cash Incentive Awards” section on page 32. 28.

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Long-term incentiveIncentive (LTI) Equity Awards.LTI awards are the largest component of our NEOs’ annual compensation opportunity. TheWith the exception of our CEO, the LTI program consists of 50% performance share awards (PSAs) that are earned based on key performance criteria: 30% time-based restricted stock units (RSUs); and 20% stock options. Our NEOs’ 2017 measures and weightings areoptions, as shown below:

LTI	PSAs

For 2017,2019, our CEO’s long-term incentiveLTI equity award weightings were revised toconsisted of 60% PSAs, 20% Stock Options,stock options, and 20% RSUs to place additionalRSUs. The heavier weight on PSAs for the CEO reinforces the Company’s emphasis on performance-based compensation givenreflecting his leadership and responsibility for executing the long-term strategy and continued transformation of the Company.

The 2017 PSAs measure the Company’s three-year relative TSR performance against the performance of Russell 2000 Index companies and three-year ROIC performance against an absolute internal goal. 2019 PSA grant payouts may be earned based on three equally-weighted Company-wide metrics:

●	Three-year EBITDA growth relative to the Russell 2000 Index companies;
●	Three-year TSR performance relative to the Russell 2000 Index companies; and
●	Three-year ROIC performance against an absolute internal goal.

The grants made in 20172019 cover the 20172019 to 20192021 performance period. Payouts, if any, under the 20172019 grants will be made in 2020.2022.

In 2017,2019, the 2014 PSA grant for the 2014-2016 three-year2016-2018 performance period paid out at 127%174% of target, based on the following certified“As Certified” performance results:

Performance Measures1		3 Year Performance				Relative Performance Level (Percentile)
TSR			56%				73%
ROIC			9.3%				N/A

Performance Measure1.		3 Year Growth		Relative Performance Level (Percentile)
TSR		33%		55th
EBITDA Growth (in millions)		31%		57th
Diluted EPS Growth		33%		64thThe PSA program for the 2016-2018 performance period utilized two measures: Total Shareholder Return (TSR) relative to the performance of the Russell 2000 Index companies, and Return on Invested Capital (ROIC) performance against an absolute internal goal as determined by the Compensation Committee.

Detailed descriptions of the performance results can be found in the “Payouts infor the Last Year”2016-2018 Performance Period” section on page 37.32.

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Compensation and Governance Practices

The Compensation Committee periodically reviews what it considers to be best practices in governance and executive compensation.

What We Do			What We Don’t Do
✓	Link executive pay to objective, pre-established company financial performance goals through our annual cash incentive program and long-term incentive plans
✓	Place a majority of executive compensation at risk and subject a significant portion to attainment of performance objectives
✓	Balance among short- and long-term incentives, cash and equity, and fixed and variable pay
✓	Compare executive compensation and Companycompany performance to relevant peer group companiesour Peer Group
✓	Require executives to meet and maintain minimum stock ownership requirements
✓	With oversight from the Compensation Committee, perform annual risk assessments to ensure our compensation plans and programs are not likely to have an adverse effect on the Company
✓	Maintain a clawback policy to recapture incentive compensationagreements with our executive officers
✓	Include forfeiture provisions in certain circumstancesour equity award agreements
✓	Provide only limited perquisites
✓ Actively engage with stockholders Restrictions on	Restrict pledging and margin call arrangements by directors and executives

What We Don’t Do
●		No single-trigger change-in-control severance or equity award provisions
●	No executive employment agreements
●	No hedging by directors, executives or directorsother employees of equity holdings in Company stock
●	No dividendsdividend equivalents on performance shares unless and until awards are earned
●	No tax gross-ups1
●	No minimum payout for our annual cash incentive program or long-term incentive equity compensation
●	No repricing of underwater stock options
●	No aspectexcessive perquisites

1.	Except as disclosed below with respect to certain life insurance premium gross-ups for two of our NEOs under the pay policies or practices pose material adverse risk to the Companyclosed SEELIP plan.

Say-On-Pay Vote

The Compensation Committee believes that our executive compensation programs are consistent with our pay-for-performance philosophy.philosophy, and provide proper alignment of incentives for our executives while ensuring long-term value creation for our stockholders. Each year, we evaluate our programs in light of the strategic direction of the Company, market conditions, stockholder views (including the results of our annual say-on-pay resolution), and governance considerations, and make changes deemed appropriate for our business. Our Board of Directors has recommended that the Company maintain an annual frequency for the say-on-pay vote, such recommendation havingreceiving the support of almost 79% of votes cast at our 2017 Annual Meeting. Also,Our next stockholder vote on the frequency of the Company’s say-on-pay vote will be at our 2023 Annual Meeting.

At the 20172019 Annual Meeting, we had strong support on the compensation for our NEOs, with over 98% of the votes cast in favor of our say-on-pay resolution. We continue to evaluate our compensation programs by taking into account the voting results, investor feedback obtained through our annual outreach efforts, and other factors used in assessing our executive compensation programs as discussed in this CD&A.

Executive Compensation Philosophy And General Objectives

We believe that executive compensation should and does align, support and reinforce the Company’s pay-for-performance philosophy. Our NEO compensation is closely aligned with the Company’s performance on both a short- and long-term basis. We tie a significant portion of the compensation opportunity for our NEOs directly to the Company’s stock performance and other metricsmeasures that drive stockholder value. As a result, if the Company’s performance meets or exceeds pre-established performance targets, including achieving performance levels at

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or above the 50th 50^thpercentile, compared to the Russell 2000 Index andcompanies, and/or our stock price increases, the NEOs can realize significant compensation in the form of the annual cash incentive program and long-term incentive equity payouts. If, on the other hand, the Company’s performance does not meet pre-established performance targets, such as achieving performance below the 50th 50^thpercentile compared to the Russell 2000 Index, companies or other performance targets, and/or our stock price declines, the NEOs have significant downside financial risk.bear the risk of a lower payout or no payout.

The Company aims to provide our NEOs with total direct compensation targeted at market competitive levels relative to a defined peer group of companies (Peer Group)our Peer Group or applicable survey data. Individual executive compensation may be above or below the target range based on the individual’sNEO’s performance, experience, skill set and responsibilities. We also use proxy and survey data to inform the Compensation Committee about the external market value of our executive roles to ensure compensation levels are appropriate and will attract high quality executives, provide the proper incentives to our NEOs to achieve our strategic objectives and retain our NEOs over the long term.

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The primary objective of the Company’s executive compensation program is to support our long-term strategic business goals of building lasting stockholder value and achieving sustainable profitable growth. To support these goals, our compensation programs for our NEOs are designed to:

●	ProvideProvide appropriate incentives by linking and balancing significant short- and long-term compensation opportunities to Company performance and TSR;
●	RewardMotivate and reward NEOs who contribute meaningfully to achieving our financial and strategic objectives;
●	RequireRequire NEOs to hold a significant equity investment in our Company so that they manage the business fromthe perspectivethereby aligning NEOs’ interests with those of our stockholders;
●	AlignAlign our compensation polices with stockholders’ long-term interests by assigning a significant portion of potential compensation to performance-based pay elements that depend on achieving the Company’s goals, but that do not encourage excessive risk-taking;
●	Attract,Attract, engage and retain highly qualified, high performinghighly-qualified, high-performing individuals by offering competitive, balancedcompensationbalanced compensation arrangements based upon clear goals that vest on continued employment; and
●	MaximizeMaximize the tax effectiveness, to the extent possible, of the total compensation and benefits package, and minimize potentiallyadversepotentially adverse tax and accounting consequences, in each case to the extent practicable.

Total Direct Compensation In 20172019

Total direct compensation includes: annual base salary, the annual cash incentive awardsprogram and long-term incentive equity awards. The Compensation Committee can vary the performance measures from year to year as needed to reinforce strategic priorities. In addition, our NEOs are eligible for change-in-control and severanceemployment termination benefits; benefits under our qualified and non-qualified defined benefit and/or defined contribution programs; executive life insurance programs; and limited perquisites.

In 2017,2019, as depicted below, performance-based compensation in the form of annual and long-term incentives constituted:

●	Over 83%84% of total direct compensation at target for our CEO; and
●	Over 62%63% of total direct compensation at target for our other NEOs on average.

TheactualTotal Direct Compensation mix of compensation for our CEO and other NEOs is shown below:

CEO	Other NEOs

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The Summary Compensation Table on page 4338 provides details regarding actual compensation for each NEO.

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Executive Compensation Process

The Compensation Committee is responsible for determining the types and amounts of compensation paid to our NEOs. The Compensation Committee uses several tools to make these determinations, including external consultants and peer group analysis.

External Consultants

Consistent with prior years, management outsourced certain executive compensation analysis to Mercer, a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (Mercer). As part of these services in 2017,2019, Mercer compiled annual competitive compensation data and reviewed the Company’s compensation practices in terms ofpractice data to better understand competitiveness, appropriateness and alignment with our performance, and mix of pay.

The Compensation Committee directly retains its own consultant, Meridian Compensation Partners, LLC (Meridian), to assist in its oversight of the executive compensation program. Meridian’s assistance includes reviewing and assessing information provided by Company management, including analysis furnished by Mercer. Meridian did not provide any services to the Company in 20172019 other than advice on director and executive compensation.

Meridian regularly participates in Compensation Committee meetings, both with and without Company management, and advises the Compensation Committee on compensation trends and best practices, plan design, pay and performance alignment, and the process used to determine the reasonableness of individual compensation awards. The Compensation Committee believes that using a separate consultant helps ensure that the Company’s executive compensation program is reasonable and consistent with Company goals and evolving governance considerations. In addition, the Compensation Committee from time to time directly retains its own outside legal counsel.

Before retaining a compensation consultant or any other external advisor, the Compensation Committee evaluates the independence of such advisors. In 2017,2019, the Compensation Committee assessed Meridian’s independence, taking into account SEC Rule 10C-1(b)(4) and the corresponding NYSE independence factors regarding compensation advisor independence. Based on this assessment, the Compensation Committee believes that there is no conflict of interest and that its advisor is able to independently advise the Compensation Committee.

2017 Peer Group for 2019

A primary data source used in setting NEO compensation is the information publicly disclosed by our Peer Group. Thethe companies set forth below (Peer Group). We review the Peer Group is reviewed periodically and updatedupdate it as appropriate to take into account changescomparability between the Company and the Peer Group Companies in theterms of their size, scope, financial performance, ownership structure and business focus of the Company and the peer institutions.

focus. The 2017 Peer Group remains as it was established in 2013 and was used in evaluating 2017 NEO compensation.Our 2017 Peer Group includes the following companies:

Actuant Corporation		Curtiss-Wright Corporation		IDEX Corporation
Altra Holdings Inc.		Donaldson Company, Inc.		Kennametal Inc.
B/E Aerospace, Inc.*		Enpro Industries Inc.		Nordson Corporation
Chart Industries		Esco Technologies		Standex International Corp.
Circor International, Inc.		Esterline Technologies Corporation		TriMas Corporation
Clarcor, Inc.*		Franklin Electric Company		Valmont Industries Inc.
Columbus McKinnon Corporation		Graco Inc.		Watts Water Technologies, Inc.
Crane Company		Hexcel Corp.		Woodward, Inc.

*	Not benchmarked in 2017 as these companies no longer exist as standalone public companies due to acquisitions.

For executive positions where public proxy data from our peers is not available, survey data representing similarly sized companies in manufacturing and general industrial is used for benchmarking purposes. In addition, in connection with our annual compensation review process, in July 2017 the Compensation Committee reviewed tally sheets for each NEO that provided total compensation information, including direct compensation and benefits, as well as possible payments under various termination scenarios.

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Revised Peer Group in 2018

InOctober 2017 the Compensation Committee requested a complete review ofapproved the Peer Group to reflect the strategic transformation of the Company’s business portfolio into a global provider of engineered products and differentiated industrial technologies, serving diversified end markets.noted below for use in evaluating NEO compensation.

In developing the new Peer Group wein 2017, the Company considered alignment to the Company’s long-term strategy and to the Company’s business portfolio and business model characteristics. The evaluation and review considered companies with revenue ranging from approximately one-half.5 to two and a half2.5 times the Company’s revenue andas well as companies that operated in at least one of the same industries as the Company. Companies that were less acquisitive or that did not share similar end-markets and customers were removed from consideration. In addition to these filters, we reviewed the following criteria to evaluate potential peer companies:

●	Critical technologies and intellectual property;
●	Multiple lines of businesses;
●	Multinational footprint;
●	Percent of revenue derived outside of the United States;
●	Included in the peer group assigned to the Company by at least one of the major proxy advisory firms; and
●	Includes the Company in its peer group.

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We also compared fiscal year-end performance using the following performance measures:measures to ensure comparability:

●	Revenue growth;
●	EBITDA/EBIT growth;
●	EPS growth;
●	Net margin;
●	ROIC (average for multi-year periods); and
●	TSR over 1-year, 3-year and 5-year periods as of December 31, 2016 to ensure comparability with the proposed Peer Group.periods.

Based on this review and the factors evaluated and reviewed, ten companies were removed and six companies were addedNo change has been made to the Company’s Peer Group. In October 2017, the Compensation Committee approved a new Peer Group for usesince the determinations made in evaluating NEO compensation. Effective for 2018, the Company’s Peer Group will include the following 20 companies:2017.

Actuant Corporation*Corporation1		Franklin Electric Company*Company		RBC Bearings, Inc.
Albany International Corp.		Graco Inc.*		Standex International Corp.*
CircorCIRCOR International, Inc.*		Hexcel Corp.*3		Teleflex Inc.
Crane Company*Company		IDEX Corporation*Corporation		Valmont Industries Inc.*
EnproEnPro Industries Inc.*		Middleby Corp.		Watts Water Technologies, Inc.*
Esco Technologies*ESCO Technologies		Milacron Holdings Corp.2		Woodward, Inc.*3
FLIR Systems, Inc.		Nordson Corporation*Corporation

*1.	Also in our 2017 PeerOn Sep. 23, 2019, Actuant Corporation adopted a new business name: Enerpac Tool Group.
2.	On Nov. 21, 2019, Hillenbrand, Inc. announced the completion of its acquisition of Milacron Holdings Corporation.
3.	On Jan. 12, 2020, Woodward, Inc. and Hexcel Corp. announced a definitive agreement to combine in an all-stock merger.

The following companies were removedFor executive positions where public proxy statement data from our Peer Group: Altra Holdings, Inc.; B/E Aerospace, Inc.; Chart Industries; Clarcor, Inc.; Columbus McKinnon Corporation; Curtiss-Wright Corporation; Donaldson Company, Inc.; Esterline Technologies Corporation; Kennametal Inc.;peers is not available, we use survey data representing similarly-sized companies in manufacturing and TriMas Corporation.

Table of Contentsgeneral industry. In addition, in connection with our annual compensation review process, each July, the Compensation Committee reviews tally sheets for each NEO that provide total compensation information, including direct compensation and benefits, as well as possible payments under various termination scenarios.

The Role of Executive Officers

Our President and Chief Executive Officer provides the Compensation Committee with a performance assessment for each of the other NEOs. In 2017,2019, Mr. Dempsey, our CEO, provided the Compensation Committee with his assessments of NEO performance and recommendations on salary changes and annual equity grants. The Compensation Committee usesused these assessments, along with other information, to determine NEO compensation. Mr. Dempsey our CEO, and Ms. Dawn Edwards, Senior Vice President, Human Resources, as well as theour Senior Vice President, General Counsel and Secretary, Mr. Gutermann, regularly attend Compensation Committee meetings at the request of the Compensation Committee, but they are not present for any discussion of their own compensation. In addition, Mr. Stephens, Senior Vice President, Finance, and Chief Financial Officer, provides financial information used by the Compensation Committee to make decisions regarding incentive compensation targets and related payouts.

Components Of Our Executive Compensation Program

For 2017,2019, compensation for our NEOs included:

●	Base salary;
●	Annual cash incentive awards;
●	Long-term incentive equity awards;
●	Change-in-control and severancetermination benefits;
●	Defined benefit or defined contribution retirement benefits and executive life insurance programs; and
●	Limited perquisites.

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Base salary, annual cash incentive awards and long-term incentive equity awards are taken into account to set the target total direct compensation opportunity for each NEO. On average, the target total direct compensation for Messrs. Dempsey, Stephens, Mayo, Beck, BerklasGutermann and Ms. EdwardsHurley approximates market competitive levels. Target total direct compensation for Messrs. Dempsey, Stephens, Mayo and Beck is based on Peer Group data; and targetdata. Target total direct compensation for Mr. BerklasMessrs. Gutermann and Ms. EdwardsHurley is based on survey data (as robust General Counsel and Head of Human Resources data is not available in proxy filings).data. In setting the target total direct compensation for ourindividual NEOs, the Compensation Committee may make decisions that vary from the Peer Group or competitive compensation survey datamarket levels based on NEO experience, performance, retention considerations, range of responsibilities, and the nature and complexity of each NEO’s role.

Base Salary

Base salaries for executive officers are determined by the Compensation Committee and reviewed annually. TheyBase salaries are typically increased at periodic intervals, often at the time of a change in position or assumption of new responsibilities. Base salary increases usually take effect on or around April 1st of each year, but may be made at other times if the Compensation Committee deems it appropriate based on internal and external considerations.

In determining whether to award merit-based salary increases to our NEOs, the Compensation Committee considered a number of factors, including:

●	Peer Group data and external market information;
●	Individual performance;
●	The level of responsibility assumed and the nature and complexity of each NEO’s role (including the number of years in the position, any recent promotion or change in responsibility or “impact” as a member of management, and the amount, timing and percentage of the last base salary increase);
●	The leadership demonstrated to create and promote a day-to-day working environment of unwavering integrity, compliance with applicable laws and the Company’s ethics and compliance policies, and global responsibility; and
●	The desire to attract, engage and retain NEOs capable of driving achievement ofachieving the Company’s strategic objectives and the marketability and criticality of retention of NEOs.

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In 2017,2019, the Compensation Committee adjusted NEO base salaries as follows:

Name of Executive		Base Salary Effective April 1, 2016		Base Salary Effective April 1, 2017		Change in Annual Base Salary		Change in Annual Base Salary (%)		Base Salary Effective April 1, 2018			Base Salary Effective April 1, 2019			Change in Annual Base Salary ($)			Change in Annual Base Salary (%)
P. Dempsey		$800,000		$825,000		$25,000		3%		$	875,000		$	900,000		$	25,000		3%
C. Stephens, Jr.		461,000		475,000		14,000		3%			490,000			490,000			0		0%
S. Mayo		425,000		440,000		15,000		4%
M. Beck		390,000		390,000		0		0%			410,000			440,000			30,000		7%
D. Edwards		296,000		310,000		14,000		5%
J. Berklas		370,000		370,000		0		0%
P. Gutermann											375,000			375,000			0		0%
P. Hurley, Ph.D.											N/A			387,000			N/A		N/A

Annual Cash Incentive Awards

UnderThe purpose of the Performance-Linked Bonus Plan (PLBP), we pay annual cash incentive awardsaward is to rewarddrive high-performance results year-over-year based on achieving pre-established, quantitative performance objectives that focus our NEOs on executing the performance of our NEOs. For 2017, the PLBP was structured to pay amounts that meet the qualified performance-based compensation exception under Section 162(m) of the Internal Revenue Code. Company’s strategy and attaining key business initiatives.

Except in circumstances of retirement, death, or disability, or certain instances of involuntary termination by the Company on or after November 1st 1^stof an award period, a NEO generally must be employed by us on the payment date to receive an annual cash incentive award. In 2017, all NEOs participated in the PLBP. Mr. Berklas’ participation in the PLBP ended when he separated from employment with the Company on August 11, 2017.

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Under the PLBP,annual cash incentive program, each NEO is assignedhas an award opportunity expressed as a percentage of his or her base salary, which varies by the NEO’s role.salary. Each NEO’s annual cash incentive program payout is generally determined based on our achievement of Company performance objectives. Through the annual cash incentive program, NEOs may earn a significantly higher payout if target performance is exceeded; NEOs also bear the risk of a lower payout if target performance is not achieved, and the risk of no payout for below-threshold performance.

The chart below details the cash incentive award opportunities available tofor each NEO for 20172019 under the PLBPannual cash incentive program expressed as a percentage of base salary. Where performance falls between the threshold, target or maximum performance levels, the cash incentive award opportunity is calculated using straight-line interpolation.

		% of Salary															% of Salary
Name of Executive		Threshold Level					Target Level					Maximum Level					Threshold Level		Target Level		Maximum Level
P. Dempsey			18.75	%				75	%				225	%			18.75%		75%		225%
C. Stephens, Jr.			12.50	%				50	%				150	%			12.50%		50%		150%
S. Mayo			12.50	%				50	%				150	%
M. Beck			12.50	%				50	%				150	%			12.50%		50%		150%
D. Edwards			11.25	%				45	%				135	%
J. Berklas			11.25	%				45	%				135	%
P. Gutermann																	11.25%		45%		135%
P. Hurley, Ph.D.																	11.25%		45%		135%

The Compensation Committee generally establishes the target for each financial performance measure in December of eachthe prior year based on review and approval of the Company’s annual business plan and budget. These targets are reviewed again at the Compensation Committee’s next meeting in February along with the Company’s full yearfull-year financial performance. The Compensation Committee may establish and approve revised targets to the extentaddress any modifications made to the Company’s annual business plan and budget are modified early in the year.budget. We use financial performance objectives under the PLBPannual cash incentive program because they are consistent with our focus on driving strong business performance through emphasizing profitable revenue growth, productivity and increasing long-term stockholder value.cash generation.

For fiscal year 2017,2019, the corporate financial performance measures for the PLBPannual cash incentive program continued to be diluted Earnings Per Share (EPS), Revenue and Days Working Capital (DWC). We believe these measures are essential to our success and provide the proper balance between growth and profitability. Diluted EPS is used because it is a principal driver of our stock price. Revenue is used to drive the growth in the sizestrategy of our business. DWC is used to enhancesustain focus on driving cash flow from operating activities.

For fiscal year 2017,2019, all participating NEOs were evaluated at least in part on corporate measures. We evaluated NEOs, other than Messrs. MayoDempsey, Stephens, Gutermann and Beck, basedHurley 100% on the corporate measures in recognitionreflecting their corporate role and scope of the key role that each plays in the overall management of the Company and in recognition of the impact of overall corporate strategies on segment results.responsibilities. For Messrs. Mayo andMr. Beck, 40% of the determination was based on corporate measures and 60% of the determination was based on measures tied to the performance of their respective business segments,the Aerospace segment, reflecting theirhis specific responsibilities for segment performance.performance and results.

The charts below show the annual cash incentive program performance measures and weightings for the participating NEOs for 2019:

Corporate Performance Measures		Segment Performance Measures

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The charts below show the PLBP performance measures and weightings for the NEOs for 2017:

Corporate Measures	Segment Measures

The charts below detail results certified by the Compensation Committee compared to the goals:

Corporate Goal		Threshold		Target		Maximum		As Certified 2017 Results		% Payout
												Goals
Corporate Performance Measures													Threshold		Target		Maximum			As Certified 2019 Results		% of Target Payout
Diluted EPS1		$2.50		$2.60		$2.99		$2.80		203%			$3.18		$3.37		$3.93			$3.23		45%
Revenue (in millions)2		$1,249		$1,315		$1,407		$1,436		300%			$1,516		$1,596		$1,708			$1,491		0%
Days Working Capital (DWC)3		125		123		120		116		300%			133		130		127			137		0%
Industrial Segment Goal		Threshold		Target		Maximum		As Certified 2017 Results		% Payout
Aerospace Segment Performance Measures													Threshold		Target		Maximum			As Certified 2019 Results		% of Target Payout
Operating Profit (in millions)4		$133.1		$143.1		$164.6		$134.9		38%			$54.8		$59.2		$65.9			$66.3		300%
Revenue (in millions)2		$855		$900		$963		$974		300%			$446		$469		$502			$479		162%
Days Working Capital (DWC)3		110		109		106		104		300%			149		146		143			149		36%
Aerospace Segment Goal		Threshold		Target		Maximum		As Certified 2017 Results		% Payout
Operating Profit (in millions)4		$38.5		$42.7		$49.1		$44.2		146%
Revenue (in millions)2		$367		$386		$413		$408		264%
Days Working Capital (DWC)3		138		130		127		127		290%

1.	“As Certified 20172019 Diluted EPS” is based on reported diluted EPS, excluding the effectsimpact of the 2017 U.S. tax reform (commonly referred to as the Tax Cuts and Jobs Act), restructuring actions andSeeger-Orbis divestiture non-cash impairment charge, restructuring/severance costs, excess tax benefits on stock compensation, certain acquisition-related costs, and other items under the terms of the PLBP.annual cash incentive program.
2.	The “As Certified 20172019 Revenue” corporate performance measure is based on reported Company-wide consolidated revenue. The “As Certified 20172019 Revenue” performance measures for the business-segment specific portions of Messrs. Mayo andMr. Beck’s annual cash incentive program compensation are based on reported revenues for the Industrial and Aerospace Segment (excluding Barnes Aerospace Revenue Sharing Programs) segments, respectively..
3.	The “As Certified 20172019 DWC” performance measures represent a 4 point average and are calculated as accounts receivable (whatreceivable(what our customers owe) plus inventory (generally material, labor and overhead costs used to produce products we sell to customers) less accounts payable (generally what we owe our suppliers for products and services we purchase). The corporate performance measure is based on actual amounts for the consolidated Company.Company excluding the impact of 2018 acquisitions. The performance measures for the business-segment specific portions of Messrs. Mayo andMr. Beck’s annual cash incentive program compensation are based on the actual amounts for the Industrial and Aerospace Segment (excluding Barnes Aerospace Revenue Sharing Programs) segments, respectively. The Corporate and Aerospace segment amounts for 2017 exclude the effects of a recent acquisition and the initial impact of extended terms of certain arrangements under the terms of the PLBP..
4.	The “As Certified 20172019 Operating Profit” performance measuresmeasure for the business-segment specific portion of Messrs. Mayo andMr. Beck’s annual cash incentive program compensation areis based on operating profit amounts for the Industrial and Aerospace Segment (excluding Barnes Aerospace Revenue Sharing Programs) segments, respectively..

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The annual cash incentive awardsprogram payouts are generally paid in February of the following calendar year, after the results are certified by the Compensation Committee. The following cash incentive awards were paid to participating NEOs for 20172019 performance based on the results certified by the Compensation Committee:

Name of Executive		Annual Incentive Earned		Annual Incentive Earned as % of Base Salary in 2017
P. Dempsey		$1,496,138		181%
C. Stephens, Jr.		574,275		121%
S. Mayo		401,280		91%
M. Beck		420,732		108%
D. Edwards		337,311		109%
J. Berklas1		N/A		N/A

1.	Mr. Berklas, who separated from employment with the Company effective August 11, 2017, was not eligible for a cash incentive award for 2017 under the terms of the PLBP.

Name of Executive		Annual Incentive Earned			Annual Incentive Earned as % of Base Salary in 2019
P. Dempsey		$	182,250		20%
C. Stephens, Jr.			66,150		14%
M. Beck			313,632		71%
P. Gutermann			45,563		12%
P. Hurley, Ph.D.			42,156		11%

Long-Term Incentive Equity Compensation

Long-term incentive equity award opportunities are potentially the largest component of the NEOs’ total annual compensation and constituted over 72% of 20172019 total direct compensation at target for our CEO and on average over 45%46% of 20172019 total direct compensation at target for our other NEOs (excluding Mr. Berklas due to his separation from employment on August 11, 2017).NEOs. These awards reward our NEOs for maximizing stockholder value over time, aligning the interests of our employees and management with those of our stockholders. When coupled with the ownership requirements described on page 37,33, our long-term incentive equity awards encourage our NEOs to maintain a continuing stake in our long-term success and provide an effective way to tie a substantialsignificant percentage of total direct compensation to any increaseincreases or decreasedecreases in stockholder value.

In 2017,2019, the Company used a combination of performance-based equity awards and time-based equity awards and performance-based equity awards.for its NEOs. Particular emphasis was placed on PSAs,Performance Share Awards (PSAs), which make up the largest portion (at least 50%) of the value of equity awards at the time of grant. In determining the mix of equity grants, the Compensation Committee considered the pay-for-performance philosophy at the Company, aligning the NEOs’ interests with those of our stockholders, past practice, changes in business strategy, competitive practice (both generally and within the Peer Group), and the strategic impact of equity-based compensation (i.e.(i.e., cost effectiveness, stockholder dilution, executive retention, a link to Company performance, and total stockholdershareholder return).

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The following types of long-term incentive2019 awards are currently used underdescribed in the terms of the 2014 Barnes Group Inc. Stock and Incentive Award Plan (Stock and Incentive Award Plan):following table:

Vehicle		Target Portion of Total Long-term Incentive Compensation		Vesting		Comments
PSAs		CEO: 60% Other NEOs: 50%		Performance-based vesting at the end of a 3-year cycleperiod		●Provides an opportunity to receive Common Stock if pre-defined performance goals are met over the 3-year performance period ●Settled in shares of Common Stock ●Accrued dividends are paid out in cash at the end of the 3-year cycle,period, adjusted for the number of shares actually earned ●For the 20172019 grant, based on twothree equally-weighted performance measures - TSR relative to the performance of the Russell 2000 Index and ROIC performance based on an absolute internal goal as determined by the Compensation Committee
Stock Options		CEO: 20% Other NEOs: 20%		Time-based vesting; 18, 30, and 42 months from the grant date in equal installments		●Provides compensation only if the Company’s stock price increases from the grant date ●Grants have exercise prices equal to the fair market value on the grant date
RSUs		CEO: 20% Other NEOs: 30%		Time-based vesting; 18, 30, and 42 months from the grant date in equal installments		●Settled in shares of Common Stock ●Pays out dividend equivalents in cash during vesting periods

Stock Optionsoptions and RSUs are subject to time-based vesting with staggered vesting dates to encourage NEO retention. In addition to the time-vesting requirements, Stock Optionsstock options have value only ifwhen the Common Stock price at the time of exercise exceeds the grant date fair market value as of the grant date.value. This directly correlates to our stockholders’ interests, and focuses executives on the long-term growth of Company and stockholder value.

PSAs reflectThe PSA reflects a mixturemix of performance metrics, measured on a relative basis and on an absolute internal basis. The 2017basis.The 2019 award will measure three-year TSR against the performance of Russell 2000 Index companies and three-year ROIC performance against an absolute internal goal determined by the Compensation Committee. The two measures are weighted equally. three equally-weighted metrics:

●	Three-year EBITDA growth relative to the Russell 2000 Index companies;
●	Three-year TSR performance relative to the performance of the Russell 2000 Index companies; and
●	Three-year ROIC performance against an absolute internal goal determined by the Compensation Committee.

Based on performance, following the end of the three-year cycle, aperiod, the payout, if any, is in the form of shares of Common Stock. The number of shares earned may range from zero for performance below the threshold level, to a maximum of 250% of target for exceptional performance at the above maximum level.performance.

The chart below illustrates potential payouts at various levels of performance for the 20172019 PSAs:

20172019 Performance Share Awards¹

3-Year Performance Measures / Payout (as a % of target)		Performance Levels
		Threshold		Target		Maximum		Maximum+		Maximum++
Relative TSR (percentile vs. Russell 2000)		33rd		50th		66th		75th		85th
Payout Level (as a % of Target)		33%		100%		150%		200%		250%
ROIC (absolute internal measure)		8.40%		8.90%		9.25%		9.50%		10.00%
Payout Level (as a % of Target)		33%		100%		150%		200%		250%

		Performance Levels1
3-Year Performance Measures		Threshold		Target		Maximum		Maximum+		Maximum++
Relative EBITDA growth(percentile vs. Russell 2000 Index)		33rd		50th		66th		75th		85th
Payout Level (as a % of Target)		33%		100%		150%		200%		250%
Relative TSR(percentile vs. Russell 2000 Index)		33rd		50th		66th		75th		85th
Payout Level (as a % of Target)		33%		100%		150%		200%		250%
ROIC(absolute internal measure)		8.60%		9.30%2		9.80%		10.30%		10.50%
Payout Level (as a % of Target)		33%		100%		150%		200%		250%

1.	Results between Performance Levelsperformance levels are interpolated.
2.	For 2019, the target for 3-year ROIC performance of 9.30% reflects the Company’s anticipated near-term impact on ROIC resulting from the acquisition of Gimatic in October 2018.

Setting Award Levels.Long-term incentive equity award opportunities are established by the Compensation Committee according to the NEO’s position and responsibilities, and based on a comparison to our Peer Group andthe competitive compensation data.data described earlier. In 2017,2019, the Compensation Committee differentiated target awards based on individual NEO performance, experience and market positioning.

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The Compensation Committee does not take into account existing NEO Common Stock holdings when determining awards because it believes that doing so could penalize success (if compensation were reduced based on the appreciation of past awards) or reward underperformance (if compensation were awarded to make up for lack of appreciation in stock price).

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The Company’s practice is to make all long-term incentive equity awards at the first regularly scheduledregularly-scheduled meeting of the Compensation Committee each calendar year, which typically occurs in early February. The Company makes “off-cycle” equity grants to NEOs in limited circumstances, generally for newly hirednewly-hired executives, promotions, in recognition of special events, or as retention incentives.

20172019 Awards.The target mix for all NEOs places significant weight on performance-based equity.equity to focus executives on long-term performance objectives. For NEOs (other than the CEO), the same target mix for equity was used in 20172019 as in prior years, with PSAs at 50%, RSUs at 30% and Stock Optionsstock options at 20%. The CEOsCEO’s target mix and weighting for equity was revised for 2017 withthe same as the prior year as follows: PSAs at 60%, RSUs at 20% and Stock Optionsstock options at 20% (previously 57%, 26% and 17%, respectively), to further increase thecontinue an emphasis on performance-based PSAs for the CEO.

20172019 Long-Term Incentive Equity Compensation¹

Name of Executive		Target Values		Stock Option Grants		RSU Grants		PSA Grants		Target Values		Stock Option Grants		RSU Grants		PSA Grants
P. Dempsey		$3,400,000		67,800		14,400		43,300		$4,000,000		62,200		14,400		43,100
C. Stephens, Jr.		$750,000		15,000		4,800		8,000		$925,000		14,400		5,000		8,300
S. Mayo		$500,000		10,000		3,200		5,300
M. Beck		$450,000		9,000		2,900		4,800		$525,000		8,200		2,800		4,700
D. Edwards		$300,000		6,000		1,900		3,200
J. Berklas2		$400,000		8,000		2,500		4,200
P. Gutermann										$425,000		6,600		2,300		3,800
P. Hurley, Ph.D.										$375,000		5,800		2,000		3,400

1.

Annual grants made during February 2019 are shown. Target values may differ from actual values. For actual values and additional details, see the Summary Compensation Table.

2.

Grants made to Mr. Berklas were forfeited at the time of separation from employment from the Company, effective on August 11, 2017, or canceled following the applicable post-termination exercise period, other than the PSAs granted at least one year prior to termination which will be prorated for the portion of the performance period when he was an active employee. The prorated payout on the PSAs, if any, will be at the same time and based on the same performance results as payouts to the other NEOs.

Termination Provisions.Information on termination provisions for the Company’s stock options, RSUs and PSAs can be found on page 40.49.

Since 2012, long-termLong-term incentive equity awards require a “double trigger” for accelerated vesting in the event of a change in control of the Company. In the event of a change in control as defined in the Stock and Incentive Award Plan, stock options, RSUs, and PSAs will vest and accelerate only if an NEO’s employment is terminated by the Company without cause, or if the NEO resigns for good reason (as defined in the severance agreements) on or within two years following a change in control. Further information on terminations and change of control can be found on page 40.

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Payouts infor the Last Year.2016-2018 Performance Period.Payouts under the PSA program occurred in 20172019 for the 2014-20162016-2018 three-year performance period ending December 31, 2016.2018. In accordance with the plan, the Compensation Committee adjusted the reported or actual performance results to include or exclude certain extraordinary,unusual, non-recurring and unusual or non-recurring items.other items under the terms of the program. Relative to the performance of the other companies in the Russell 2000 Index and based on an absolute internal measure for ROIC as determined by the Compensation Committee, the PSA payout for the period ending December 31, 20162018 resulted in a weighted average payout level of 127%174% calculated using the following results:

Performance Measure		As Certified 2013		As Certified 2016		Change		3 Year Growth		Relative Performance Level (Percentile)		Payout Level		As Certified 2015		As Certified 2018		3 Year Performance		Relative Performance Level (Percentile)		Payout Level
TSR1		$37.11		$49.50		$12.39		33%		55th		114%		$36.06		$56.13		56%		73rd		187%
EBITDA Growth (in millions)		$210.72		$276.83		$66.1		31%		57th		122%
Diluted EPS Growth		$1.952		$2.593		$0.64		33%		64th		145%
ROIC2														N/A		N/A		9.30%		N/A		162%

1.	“TSR” represents the comparison between the average closing price for the 20 days before the grantstart of the performance period and the average closing price for the final 20 days of the performance period, plus cumulative dividends during the performance period.
2.	“As Certified 2013 EBITDA Results”ROIC” represents the ratio of the Company’s net income and the Company’s total average invested capital during the three-year performance period. Net income is basedthe Company’s net income adjusted for accounting changes and after-tax interest expense. Total average invested capital is the sum of the Company’s average total debt, stockholders equity and any non-controlling interest for the performance period computed on EBITDAa four-point basis. The “Three-year ROIC Performance” of 9.30% represents the “As Certified” result and is derived from reported amounts, adjusted for the effects of discontinued operations, chargesacquisitions, the impact of tax or accounting changes, specifically the impacts of the 2017 U.S. Tax Cuts and Jobs Act and the 2016 change in accounting for CEO transition costs,tax benefits related to share-based payments and other unusual, non-recurring items. The results also exclude the effects of acquisitions and acquisition expenses. “As Certified 2013 Diluted EPS Results” is based on reported diluted EPS adjusted for the effects of discontinued operations, CEO transition costs, an unfavorable U.S. Tax Court decision cost, the effects of acquisitions and acquisition expenses, and costs related to other strategic initiatives, under the terms of the Stock and Incentive Award Plan.
3.	“As Certified 2016 EBITDA Results” and “As Certified 2016 Diluted EPS Results” are based on EBITDA derived from reported amounts, and reported diluted EPS, respectively, adjusted for the effects of acquisition related costs (including short term purchase accounting expenses) as well as charges related to the contract termination dispute and operating income related to the contract termination arbitration award. currency fluctuations.

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Based on these results, the following payouts were made to NEOs who received a grant of PSAs in 2014:2016:

Name of Executive1		2014 PSAs Granted		Weighted Average Payout Level		Payout Shares		Payout of Accumulated Dividends
P. Dempsey		32,100		127%		40,798		$58,749
C. Stephens, Jr.		11,500		127%		14,613		$21,043
S. Mayo		13,500		127%		17,155		$22,817
D. Edwards		6,200		127%		7,878		$11,345

Name of Executive		2016 PSAs Granted		Weighted Average Payout Level		Payout Shares		Payout of Accumulated Dividends
P. Dempsey		57,400		174%		100,076		$168,128
C. Stephens, Jr.		11,600		174%		20,224		$33,976
M. Beck1		14,476		174%		25,236		$39,369
P. Gutermann2		N/A		N/A		N/A		N/A
P. Hurley, Ph.D.3		N/A		N/A		N/A		N/A

1.	Messrs. Berklas andMr. Beck received an at-hire grant of PSAs on March 1, 2016, in addition to his annual grant. Both amounts are included in this figure.
2.	Mr. Gutermann joined the Company 2015 and 2016, respectively,effective December 11, 2017, and therefore didwas not receiveissued a PSA grant of PSAs in 2014 2016.
3.	Mr. Hurley joined the Company effective February 7, 2019, and therefore was not issued a PSA grant in 2016.

NEO Stock Ownership Requirements

All of our NEOs, as well as certain other members of Company leadership, are subject to stock ownership requirements.

Two-thirds of the value of unvested RSUs count toward achieving ownership requirements. There is no deadline to achieve the ownership levels, but all net after-tax proceeds from Company equity grants, including stock option exercises, must be retained until ownership levels are met. Once ownership levels are met, the requirement is converted to a fixed number of shares.

As of the end of 2017,2019, compliance with the requirements was as follows:

Name of Executive		Multiple of Annual Salary		Fully Met Ownership Requirement		In Progress Toward Meeting Ownership Requirement
P. Dempsey		5x		X
C. Stephens, Jr.		3x		X
S. Mayo ¹M. Beck		3x		X
P. Gutermann1		3x				X
M. Beck ¹P. Hurley, Ph.D.2		3x				X
D. Edwards		3x		X

1.	Messrs. Mayo and BeckMr. Gutermann joined the Company in 2014 and 2016, respectively. effective December 11, 2017.
2.	Mr. Berklas separated from employment withHurley joined the Company effective August 11, 2017. February 7, 2019.

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Risk Considerations

Our executive compensation program motivates and rewards our NEOs for their performance during the fiscal year and over the long term and for taking appropriate business risks consistent with our strategic objectives. Our executive compensation program is also designed to mitigate the likelihood that our NEOs would make business decisions that present undue risk, including in the following ways:

●	Our Stock Optionsstock options and RSUs vest ratably over three or more years. Our PSAs vest based on performance at the end of the three-year performance period.period relative to several financial metrics, including ROIC, relative EBITDA growth, and relative TSR;
●	Annual cash incentive performanceprogram targets are tied to several financial metrics, including diluted EPS and/or Operating Profit, Revenue, and DWC and are quantitative and measurable.DWC;
●	Different financial metrics are applied for short- and long-term incentive awards;
●	The performance periods and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period.period;
●	Our stock ownership requirements require our NEOs to own equity representing a significant multiple of their base salary and to retain this equity throughout their tenures.tenures;
●	All NEOs have entered into clawback agreements that allow usenable the Company to recouprecover incentive compensation payouts in certain situations where the awardspayouts earned by NEOs arewere based on the achievement of certain financial performance that is later restated and would therefore result in lower awards paid.paid;
●	The Company’s performance-based equity award agreements provide that awards may be cancelled if an employee engages in activity that is detrimental to the Company; and
●	Payouts under our annual and long-term incentive equity programs are subject to a cap. Our annual cash incentive awardprogram payments are capped at 2.25 times base salary for the CEO and less for the other NEOs. Performance-based payouts under the PSAs are capped at 2.5 times the target level PSA grant.

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Based on its most recent evaluation, the Compensation Committee concluded that the executive compensation programs are designed with the appropriate balance of risk and reward in relation to the Company’s business strategy and are not reasonably likely to have a material adverse effect on the Company. For further discussion on risk oversight of the compensation programs for Company-wide employees, see the “Risk Oversight and Assessment Policies and Practices” section on page 42.

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Pension and Other Retirement Programs

NEOs participate in both Qualified Retirement Plans and Nonqualified Retirement Plans as follows:

Qualified Retirement Plans (broad-based)

Plan		Summary of Features		Participants		Status
Consolidated Pension Plan (CPP, formerly known as the Salary Retirement Income Plan)(CPP)		The CPP is designed to provide income after retirement to eligible employees and their beneficiaries. Under the CPP each eligible employee receives credit for benefit accrual and vesting purposes equal to the number of full months elapsed from the date the employee becomes a participant until the date the participant is no longer employed by the Company. The formula for benefit purposes ranges from 0.5% to 2.5% of a participant’s highest five consecutive years of covered compensation (which generally includes base salary). A participant is 100% vested after five years of service. Benefits are generally structured to be paid upon retirement.		P. Dempsey C. Stephens D. Edwards		Closed to new participants, effective 12/31/2012
Retirement Savings Plan (RSP)		The RSP is a defined contribution savings plan with a 401(k) elective deferral and matching contribution feature for all participants. 100% vesting in matching contributions upon 2 years of service.		All NEOS may participate		Active
		The Retirement Contribution (RC) is an additional component of the RSP. New employees,Employees hired on or after January 1, 2013,12/31/2012 who are not eligible to participate in the CPP receive an annual Retirement Contribution (RC) of 4% of eligible earnings subject to 5 year graded vesting. Benefits are accessible for withdrawal upon termination but designed to be paid upon retirement.		S. Mayo M. Beck J. BerklasP. Gutermann P. Hurley, Ph.D.		Active

Nonqualified Retirement Plans

Plan		Summary of Features		Participants		Status
Retirement Benefit Equalization Plan (RBEP)		The RBEP provides benefits on base salary earnings in excess of Internal Revenue Service limits on qualified plans that applies to the CPP and RC component of the RSP to eligible salaried employees, officers and NEOs who do not meet MSSORP or DC Plan vesting requirements.		Covering CPP: DB RBEP: P. Dempsey C. Stephens D. Edwards Covering RC: S. Mayo M. Beck J. Berklas		Covering CPP: DB RBEP: Closed to new participants, effective 12/31/122012
Covering RC:				DC RBEP: M. Beck P. Gutermann P. Hurley, Ph.D.		DC RBEP: Active
Modified Supplemental Senior Officer Retirement Plan (MSSORP)		The MSSORP provides a higher level of benefits than areis available under the CPP to certain designated employees and senior level officers, including certain NEOs. The MSSORP is structured to cover any gaps of coverage under the CPP and RBEP up to 55% of a participant’s final average compensation. Benefit is reduced for offsets from prior employer retirement benefits and other Company retirement benefits. Vesting upon attaining age 55 and 10 years of service.		P. Dempsey		Closed to new participants, effective 12/31/082008
Deferred Compensation Plan (DC Plan)		Provides an annual Company contribution based on a percent of base salary and annual incentive in excess of IRS limit on qualified plans. In 2017,2018, the contribution was based on 20% of base salary and annual incentive pay in excess of IRS limit; vesting upon attaining age 55 and 10 years of service.		C. Stephens D. Edwards		Closed to new participants, effective 4/1/122012

A more detailed discussion of the pension benefits payable to our NEOs is described in the “Pension Benefits”Pension Benefits table and the narrative following the table.

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Change in Control and Employment Termination Benefits

The Company provides change-in-control benefits specifically to retain key executives, including NEOs, during a potential change in control, to provide continuity of management and to provide income continuation for NEOs who are particularly at risk of involuntary termination in the event of a change in control. These benefits are part of a competitive compensation package and keep our executive officers focused on our business goals and objectives. These agreements provide for payments and other benefits if we terminate a NEO’s employment without “cause,” or if ana NEO terminates employment for “good reason,” either on or after a change in control.

As discussed in more detail on page 41,36, none of the agreements for our NEOs include a gross-up for any taxes as a result of golden parachute payments under Section 4999 of the Internal Revenue Code. In addition, we generally do not provide change-in-control cash compensation benefits in excess of two times an executive’s base salary and annual cash incentive program compensation. Our agreements with our NEOs also provide for continuation of group health, life insurance, and other benefits for 24 months following the executive’s termination and for certain other benefits. The terms of the change-in-control and incremental termination benefits payable to our NEOs are described in more detail in the undersection entitled “Potential Payments Upon Termination or Change in Control” section.Control.”

Limited Perquisites

In 2017,2019, the Company provided certain limited perquisites to our NEOs. The perquisites are fully described in the footnotes to the Summary Compensation Table and generally fall in the categories of financial planning and tax preparation services and annual executive physical examination.

Additional Benefits

Life Insurance

Plan		Summary of Features		Participants		Status
Senior Executive Enhanced Life Insurance Program (SEELIP)		Company pays premiums for life insurance policywith a benefit of four times the NEO’s base salary.The NEO owns the policy but the Company pays theNEO’s income tax liability arising from its payment ofpremiums and taxes while employed.		P. Dempsey C. Stephens D. Edwards		Closed to new participants, effective 04/01/2011
Executive Group Term Life Insurance Program (EGTLIP)		Company pays premiums for a term insurance policywith a benefit of four times the NEO’s or other eligibleexecutive’s base salary. The employee owns the policyand is responsible for any tax liability resulting from thisbenefit (i.e., no tax gross-up).		M. Beck S. MayoP. Gutermann J. BerklasP. Hurley, Ph.D.		Open

Each of our NEOs participates in other employee benefit plans generally available to all U.S. basedU.S.-based employees (e.g., health insurance) on the same terms as all other employees.

Additional Information

Employment Contracts

Generally, we have no employment contracts with our employees, unless required or customary based on local law or practice. None of our NEOs have an employment contract.

Clawback Agreements

Executives hired or promoted into corporate officer positions are required to enter into clawback agreements. These agreements permit the Company to recoup or “clawback” certain annual cash incentive program compensation and performance-based equity awards paid to those officers where the awards were based on financial performance that is later restated and would therefore have resulted in lower awards paid. The Company has entered into agreements with all NEOs and other select key employees. In addition, all of the Company’s performance-based equity award agreements provide that awards may be forfeited if an employee engages in activity that is detrimental to the Company, including performing services for a competitor, disclosing confidential information, or otherwise violating the Company’s Code of Business Ethics and Conduct. The CompensationAudit Committee has discretion to make certain exceptions to the clawback requirements and ultimately determine whether any adjustment will be made.

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Hedging and Pledging

The CompanyCompany’s securities law compliance policy prohibits certain membersits directors and employees, including all executive officers from engaging in any hedging or non-monetized transactions involving the Company’s securities. The policy prohibits hedging transactions generally, including zero-cost collars and forward sales contracts. Without limiting the generality of Company leadership,the prohibition on hedging, the policy also specifically prohibits individuals who are subject to Section 16 of the Securities Exchange Act of 1934, including all directors and executive officers, (including all NEOs) from engaging in hedging transactionsshort sales involving the Company’s securities.

The Company prohibits certain members of Company leadership, including all directors, and executive officers and other employees subject to the Company’s stock ownership requirements, from pledging or margin call arrangements involving the Company’s securities that are held to meet the Company’s stock ownership requirements. The Company also places other restrictions on any otherSuch individuals are permitted to enter into pledging or margin call arrangements involvingwith respect to Company securities by such individuals. In addition,that are not held to satisfy the ability of these individuals to engage in such transactions requires pre-approval fromCompany’s stock ownership requirements, only if the arrangement is pre-approved by the Corporate Governance Committee and certain other conditions are met. In addition, any such individual engaged in a pledge or margin call arrangement must provide an annual certification to the Corporate Governance Committee that the individual is in compliance with the policy. None of our NEOs have pledged Company securities or have Company securities subject to a margin call arrangement.

Tax And Accounting Considerations

Internal Revenue Code Section 162(m)

As discussed above, our Compensation Committee considers the tax and accounting treatment associated with its cash and equity awards, although these considerations are not the overriding factor that the Compensation Committee uses in making its decisions. Section 162(m) of the Internal Revenue Code generally places a limit of $1 million on the compensation that the Company may deduct in any one year with respect to each of its NEOs or generally, employees that were NEOs in previous years beginning in 2018, unless certain conditions are met.executive officers. Under prior law, there was an exception to the $1 million limitation for performance-based compensation meeting certain requirements. This exception generally no longer appliesdoes not apply to compensation paid in 2018 and latertaxable years butcommencing after December 31, 2017, subject to limited transition relief for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017, is grandfathered and may still2017. Further, no assurance can be subjectgiven that compensation intended to satisfy the exception.requirements for exemption from Section 162(m) in fact will.

To maintain flexibilityDespite the change in compensating NEOs in a manner designed to promote varying Company goals,law, our Compensation Committee has not adopted a policy requiring allintends to continue to implement compensation to be deductible. Ourprograms that it believes are competitive and in the best interests of the Company and its stockholders. Accordingly, our Compensation Committee may approve compensation or changes to plans, programs or awards that may cause the compensation or awards to exceed the limitation under Section 162(m) if it determines that action is appropriate and inconsistent with the Company’s best interests.business needs.

Internal Revenue Code Section 280G

The Company also periodically reviews the severance agreements entered into between the Company and the NEOs to assess the impact of Section 280G of the Internal Revenue Code. Currently, the severance agreements do not provide for any gross-up to compensate our NEOs for taxes incurred under Section 4999 of the Internal Revenue Code as a consequence of “golden parachute” payments upon a change-in-control. Nor do they preclude the possibility that, in certain circumstances, the compensation payable in the event of a change in control under the agreements or other plans and arrangements may be non-deductible by the Company under Section 280G of the Internal Revenue Code.

Accounting for Equity Compensation

The Company accounts for its stock-based employee compensation plans at fair value on the grant date and recognizes the related cost in its Consolidated Statement of Income in accordance with accounting standards related to share-based payments. The fair values of stock options are estimated using the Black-Scholes option-pricing model based on certain assumptions. The fair values of RSU awards and PSA awards with a performance condition are estimated based on the fair market value of the Company’s stock price on the grant date. The fair values of PSA awards with a market condition are estimated using a Monte Carlo valuation model based on certain assumptions.

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COMPENSATION COMMITTEE REPORT

COMPENSATION COMMITTEE REPORT

To Our Fellow Stockholders at Barnes Group Inc.

We, the Compensation and Management Development Committee of the Board of Directors of Barnes Group Inc., have reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement and, based on such review and discussion, have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE Mylle H. Mangum, Chair Gary G. Benanav Richard J. Hipple Hassell H. McClellan JoAnna L. Sohovich RISK OVERSIGHT AND ASSESSMENT POLICIES AND PRACTICES RISK OVERSIGHT AND ASSESSMENT POLICIES AND PRACTICES OurThe Audit Committee is ultimately responsible for overallhas been designated by the Board to take the lead in overseeing risk management at the Board level, and each of the Committees of the Board are tasked with assisting the Board with the oversight for the Company generally.of certain categories of risk management within their respective areas of responsibility. See “Board Role in Risk Oversight” on page 18.15. The Compensation and Management Development Committee evaluates and reviews our incentive compensation arrangements annually based on an inventory of all relevant compensation programs prepared by the Human Resources department which includes details of the principal features of the programs, including key risk mitigation factors to ensure that our employees, including our NEOs, are not encouraged to take unnecessary risks in managing our business. These factors include: ● Our target total direct compensation mix represents a balance of short-term and long-term incentive based compensation, that focuses on both short- and long-term goals and provides a mixture of cash and equity-based compensation; ● Our annual long-term incentive awards vest over three or more years;years, with overlapping vesting and performance periods; ● Our short-term incentive awards are tied to multiple performance-driven financial metrics; ● Payments under our short-term and long-term incentive programs are capped; ● We have stock ownership requirements for our executive officers, as well as certain other members of Company leadership, which ensure alignment with our stockholders’ interests over the long term; ● On an annual basis, our executive officers confirm compliance with both our Code of Business Ethics and Conduct and our Securities Law Compliance Policy; and ● We have formal clawback agreements with our executive officers.officers, and performance-based equity award agreements stipulating that awards may be canceled if an employee engages in activity that is detrimental to the Company, unless the Compensation Committee in its sole discretion elects not to cancel such awards. The Compensation Committee also consults with and makes certain recommendations to the Board regarding the Company’s compensation programs as necessary. Based on its evaluation, the Compensation Committee has concluded that the overall structure of the compensation programs for NEOs and Company-wide employees are designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy and are not reasonably likely to have a material adverse effect on the Company. Table of Contents EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth the compensation earned by our NEOs for the fiscal years ended December 31, 2017, 20162019, 2018 and 2015:2017. Name & Principal Position Year Salary1 Bonus2 Stock Awards3 Option Awards4 Non-Equity Incentive Plan Comp.5 Change in Pension Value & Nonqualified Deferred Comp. Earnings6 All Other Comp.7 Total Patrick J. Dempsey President and CEO      2017      $818,750      $0      $3,280,279      $688,219      $1,496,138      $2,063,318       $160,265       $8,506,969 2016 800,000 0 3,054,284 532,073 670,103 902,828 210,378 6,169,666 2015 793,750 0 2,539,258 579,506 267,840 249,522 95,482 4,525,358 Christopher J. Stephens, Jr. SVP, Finance and CFO 2017 471,500 0 706,698 152,261 574,275 110,907 196,299 2,211,940 2016 461,000 0 670,851 142,801 257,431 67,084 162,030 1,761,197 2015 461,000 0 608,817 139,364 102,895 32,892 262,522 1,607,490 Scott A. Mayo SVP and President, Barnes Industrial 2017 436,250 0 469,128 101,507 401,280 0 36,514 1,444,679 2016 425,000 0 425,945 90,624 256,103 0 27,859 1,225,531 2015 425,000 0 428,650 98,789 68,799 0 44,113 1,065,351 Michael A. Beck SVP and President, Barnes Aerospace 2017 390,000 0 424,960 91,357 420,732 0 29,852 1,356,901 2016 325,000 55,000 950,214 195,986 85,007 0 62,075 1,673,282 2015 n/a n/a n/a n/a n/a n/a n/a n/a Dawn N. Edwards SVP, Human Resources 2017 306,500 0 281,738 60,904 337,311 167,031 91,162 1,244,646 2016 296,000 0 252,766 53,551 148,763 84,260 67,885 903,225 2015 296,000 0 256,344 58,215 59,460 8,538 121,010 799,567 James P. Berklas Former SVP, General Counsel and Secretary 2017 228,641 0 370,076 81,206 0 0 177,709 857,632 2016 370,000 0 288,630 61,789 185,954 0 27,891 934,264 2015 154,167 0 213,086 48,297 31,040 0 57,897 504,487 Name & Principal Position Year Salary1 Bonus2 Stock Awards3 Option Awards4 Non-Equity Incentive Plan Comp.5 Change in Pension Value & Nonqualified Deferred Comp. Earnings6 All Other Comp.7 Total Patrick J. Dempsey      2019      $893,750      $0      $4,015,352      $879,613      $182,250      $2,133,602      $149,625      $8,254,192 President and Chief Executive Officer, 2018 862,500 0 3,355,014 760,250 1,009,155 643,503 159,472 6,789,894 Barnes Group Inc. 2017 818,750 0 3,280,279 688,219 1,496,138 2,063,318 160,265 8,506,969 Christopher J. Stephens, Jr. 2019 490,000 0 908,476 203,640 66,150 176,747 230,046 2,075,059 Senior Vice President, Finance and Chief 2018 486,250 0 746,082 172,784 376,751 30,254 287,788 2,099,909 Financial Officer, Barnes Group Inc. 2017 471,500 0 706,698 152,261 574,275 110,907 196,299 2,211,940 Michael A. Beck 2019 432,500 0 512,536 115,962 313,632 0 36,356 1,410,986 Senior Vice President, Barnes Group Inc. 2018 405,000 0 418,992 95,991 406,827 0 36,737 1,363,547 and President, Barnes Aerospace 2017 390,000 0 424,960 91,357 420,732 0 29,852 1,356,901 Peter A. Gutermann8 2019 375,000 0 416,587 93,335 45,563 0 32,175 962,660 Senior Vice President, General Counsel 2018 375,000 0 0 0 259,497 0 32,962 667,459 and Secretary, Barnes Group Inc. 2017 21,635 0 362,053 83,647 0 0 896 468,231 Patrick T. Hurley, Ph.D. 2019 348,796 407,000 912,087 216,609 42,156 0 38,706 1,965,354 Senior Vice President and Chief 2018 n/a n/a n/a n/a n/a n/a n/a n/a Technology Officer, Barnes Group Inc. 2017 n/a n/a n/a n/a n/a n/a n/a n/a 1. 2017 salaries represent2019 salary represents actual amounts taking into account increases in salary on April 1, 20172019 from $800,000$875,000 to $825,000$900,000 for Mr. Dempsey; $461,000 to $475,000 for Mr. Stephens; $425,000Dempsey and $410,000 to $440,000 for Mr. Mayo; and $296,000 to $310,000 for Ms. Edwards.Beck. Mr. Beck’s 2016Hurley’s 2019 salary represents a portion of his $390,000$387,000 base salary since he joined the Company effective March 2016 and he did not receive a salary increase in 2017. Mr. Berklas’ 2017 salary represents a portion of his $370,000 base salary since he separated from employment with the Company effective August 11, 2017. February 2019. 2. The 2019 amount listed in Bonusthe column entitled “Bonus” for Mr. Beck for 2016Hurley represents a one-time discretionary bonus paymentcash award in the amount of $55,000$407,000 (less applicable taxes) approved by the Compensation Committee, forwhich was awarded in lieu of Mr. Beck’s leadership in 2016Hurley’s annual and positioninglong-term cash incentive awards from his prior employer. The cash award is subject to full reimbursement to the Aerospace segment for future growth. Company should Mr. Hurley voluntarily terminate employment within one year of payment. 3. Stock AwardsAmounts in the column entitled “Stock Awards” represent the aggregate grant date fair value of RSUs and PSAs granted to NEOs under the Stock and Incentive Award Plan. PSAs vest upon satisfying established performance and market goals. In addition to the RSU value, the value disclosed in this column for the PSAs represents the amount of compensation if the target goals are met. The maximum grant date fair value of the PSAs granted in 20172019 was $4,130,527$5,758,016 for Mr. Dempsey, $763,146$1,108,852 for Mr. Stephens, $505,584 for Mr. Mayo, $457,888$627,904 for Mr. Beck, $305,258 for Ms. Edwards and $400,652$507,667 for Mr. Berklas.Gutermann and $1,112,945 for Mr. Hurley. The PSAs allow a NEO to receive up to 250% of the target amount. The fair value of the performance basedperformance-based portion of the awards was determined based on the market value of Common Stock on the date of grant and the fair value of the market basedmarket-based portion of awards was determined based on a Monte Carlo valuation method;method as described in the note on Stock-Based Compensation in the notes to the Company’s consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end. The 2015 stock awardsIn the column entitled “Stock Awards,” the 2017 amount for Mr. BerklasGutermann and the 2016 stock awards2019 amount for Mr. Beck includeHurley includes new hire awards. 4. Option AwardsAmounts in the column entitled “Option Awards” represent the aggregate grant date fair value of stock options granted to NEOs under the Stock and Incentive Award Plan. The fair value was determined using the Black-Scholes option pricing model applied consistently with the Company’s practice, as described in the note on Stock-Based Compensation in the notes to the Company’s consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end. In the column entitled “Option Awards,” the 2017 amount for Mr. Gutermann and the 2019 amount for Mr. Hurley include new hire awards. 5. Non-EquityAmounts in the column entitled “Non-Equity Incentive Plan CompensationCompensation” were earned under the annual cash incentive program for 2017, which wasall NEOs in 2019 and paid in February 2018, includes amounts earned under the PLBP for all NEOs, except Mr. Berklas who was not eligible for such compensation in 2017 because he separated from employment with the Company on August 11, 2017. 2020. 6. The amountAmounts listed in Changethe column entitled “Change in Pension Value and Nonqualified Deferred Compensation Earnings representsEarnings” represent the annual increase in pension value for all of the Company’s defined benefit retirement programs. All assumptions are as detailed in the notes to the Company’s consolidated financial statements filed with the Annual Report on Form 10-K for the respective year-end, with the exception of the following: retirement age for all plans is assumed to be the older of the unreduced retirement age, as defined by each plan, or age as of December 31, 2017,2019, December 31, 20162018 or December 31, 2015,2017, as applicable, and no pre-retirement mortality, disability, or termination is assumed. The U.S. discount rates of 3.90%3.40%, 4.50%4.40% and 4.65%3.90%, respectively, are detailed in the Management’s Discussion and Analysis filed with the Annual Report on Form 10-K for the respective year-end. Year-over-year changes in pension value generally are driven in large part bydue to changes in actuarial assumptions underlying the calculations as well as increases in service, age and compensation. In particular, $1,398,616 of the increase in Mr. Dempsey’s pension value in 2019 was due to changes in actuarial assumptions and $734,986 of this increase in pension value was due to increases in service, age and compensation. For 2017, $687,692 of the increase in Mr. Dempsey’s pension value was due to changes in actuarial assumptions and $1,375,626 of this increase in pension value was due to increases in service, age and compensation. Table of Contents Pension Values are segregated by plan in the following table:table. Plan Name Name of Executive Year CPPb RBEPa,b MSSORP b Total Patrick J. Dempsey President and CEO            2017            $843,486            n/a            $5,745,202            $6,588,688 2016 674,406 n/a 3,850,964 4,525,370 2015 580,423 n/a 3,042,119 3,622,542 Christopher J. Stephens, Jr. SVP, Finance and CFO 2017 441,302 n/a n/a 441,302 2016 330,395 n/a n/a 330,395 2015 263,311 n/a n/a 263,311 Dawn N. Edwards SVP, Human Resources 2017 776,033 n/a n/a 776,033 2016 609,002 n/a n/a 609,002 2015 524,742 n/a n/a 524,742                 Plan Name Name of Executive         Year         CPPb         RBEPa,b         MSSORPb         Total Patrick J. Dempsey 2019 $1,119,151 n/a $8,246,642 $9,365,793 President and Chief Executive Officer, 2018 855,804 n/a 6,376,387 7,232,191 Barnes Group Inc. 2017 843,486 n/a 5,745,202 6,588,688 Christopher J. Stephens, Jr. 2019 648,303 n/a n/a 648,303 Senior Vice President, Finance and Chief 2018 471,556 n/a n/a 471,556 Financial Officer, Barnes Group Inc. 2017 441,302 n/a n/a 441,302 Consistent with financial calculations in the notes to the Company’s consolidated financial statements filed with the Annual Report on Form 10-K for the fiscal years ending December 31, 2017,2019, December 31, 20162018 and December 31, 2015,2017, it is assumed that the form of payment is a life annuity for the CPP, the RBEP and the MSSORP. The 2017, 20162019, 2018 and 20152017 qualified plan limits of $270,000, $265,000$280,000, $275,000 and $260,000,$270,000, respectively, have been incorporated. a. No amounts are listed for Mr. Stephens or Ms. Edwards assuming that theyhe will vest under the Barnes Group 2009 Deferred Compensation Plan and therefore would not be eligible to receive benefits under the RBEP. No amounts are listed for Mr. Dempsey assuming that he would vest under the MSSORP and therefore would not be eligible to receive benefits under the RBEP. b. Messrs. MayoBeck, Gutermann, and BeckHurley do not participate in the CPP or MSSORP plans and therefore are not eligible to receive pension-related benefits under the RBEP. None of the NEOs received above-market or preferential earnings on compensation that is deferred on a basis that is not tax-qualified. 7. The compensation represented by the amounts for 20172019 set forth in the “All Other Compensation” column above for the NEOs is detailed in the following table: table. Name and Principal Position     Year     Taxes Paid on All Other Compensationa     Life Insurance Premiumsb,c     Deferred Compensation Pland     Separation Agreemente     Otherf     All Other Perquisitesg     Total Patrick J. Dempsey President and CEO 2017 $71,066 $73,967 $0 n/a $7,950 $7,282 $160,265 Christopher J. Stephens, Jr. SVP, Finance and CFO 2017 46,429 48,324 91,786 n/a 7,950 1,810 196,299 Scott A. Mayo SVP and President, Barnes Industrial 2017 0 3,114 0 n/a 25,400 8,000 36,514 Michael A. Beck SVP and President, Barnes Aerospace 2017 0 4,915 0 n/a 23,550 1,387 29,852 Dawn N. Edwards SVP, Human Resources 2017 18,073 23,958 37,053 n/a 7,950 4,128 91,162 James P. Berklas Former SVP, General Counsel and Secretary 2017 0 1,775 0 161,282 7,457 7,195 177,709 Name and Principal Position      Year      Taxes Paid on All Other Compensationa      Life Insurance Premiumsb,c      Deferred Compensation Pland      Relocatione      Otherf      All Other Perquisitesg      Total Patrick J. Dempsey President and Chief Executive Officer, Barnes Group Inc. 2019 $61,867 $72,626 $0 $0 $8,250 $6,882 $149,625 Christopher J. Stephens, Jr. Senior Vice President, Finance and Chief Financial Officer, Barnes Group Inc. 2019 44,264 51,962 117,350 0 8,250 8,220 230,046 Michael A. Beck Senior Vice President, Barnes Group Inc. and President, Barnes Aerospace 2019 0 6,806 0 0 25,550 4,000 36,356 Peter A. Gutermann8 Senior Vice President, General Counsel and Secretary, Barnes Group Inc. 2019 0 6,660 0 0 23,250 2,265 32,175 Patrick T. Hurley, Ph.D. Senior Vice President and Chief Technology Officer, Barnes Group Inc. 2019 4,766 1,148 0 10,590 22,202 0 38,706 a. This column represents the reimbursement of taxes paid on eligible compensation included in the “All Other Compensation” table for the NEOs in accordance with the Company’s policies and practices. For Messrs. Dempsey and Stephens, and Ms. Edwards, amounts includethis balance includes taxes paid pursuant to the terms of the SEELIP, under which the Company pays the policy premiums and pays the income tax liability arising from its payment of the premiums and taxes. The SEELIP was closed to new participants effective April 1, 2011. For Mr. Hurley, the amount includes a tax gross-up paid in 2019 on relocation expenses incurred in 2019 on all items considered to be taxable, which are reflected in the “All Other Compensation” column in 2019. b. Payments made under the SEELIP for Messrs. Dempsey Stephens and Ms. Edwards.Stephens. Under the SEELIP, the Company pays the premiums for the individual life insurance policies that are owned by the participants, with the life insurance coverage equal to four times base salary, and the Company pays the participating NEO’s income tax liability arising from its payment of the premiums and taxes, therefore, incurring no out-of-pocket expense for the policies. The Company will cease to pay policy premiums and taxes upon termination of employment or retirement. c. Payments made under the EGTLIP for Messrs. Mayo, Beck, Gutermann and Berklas.Hurley. The SEELIP was closed to new or rehired executives effective April 1, 2011, and the Company established the EGTLIP for new NEOs and other eligible executives. Under the EGTLIP, the Company pays the premiums for individual life insurance policies that are owned by the participants, with the life insurance coverage equal to four times base salary. The employee owns the policy and is responsible for any tax liability (no tax gross-up) resulting from this program. The Company ceases to pay policy premiums on termination of employment. d. The amountsamount listed as deferred compensation for Mr. Stephens and Ms. Edwards includerepresents employer contributions to the Barnes Group 2009 Deferred Compensation Plan. e. Mr. BerklasHurley received relocation benefits consistent with Company policy and practices. The relocation costs served as an allowance for incidental moving expenses. In addition, Mr. Hurley received a tax gross-up on all items considered to be taxable, which are reflected in the Company entered into a transition and separation agreement, dated June 15, 2017 (Separation Agreement). See page 57. “Taxes Paid on All Other Compensation” column. f. Consists of matching contributions made by the Company under the RSP which is a plan generally available to most U.S. based employees, including the NEOs. For Messrs. Mayo, Beck, Gutermann and Berklas,Hurley, who were not eligible to participate in the CPP, this also includes a retirement contribution of 4% eligible earnings under the RC component of the RSP. Contributions made by the Company under its health savings account plan, which is also a plan generally available to most U.S. basedU.S.-based employees, including the NEOs, are not included; the maximum allowable Company contributions under this plan were $1,000 in 2017. 2019. g. Included in All Other Perquisites are payments made for financial planning and tax preparation services for Messrs. Dempsey, Stephens Mayo,and Beck and Berklas, and Ms. Edwards as well as executive physicals for Messrs. Dempsey, Stephens and Ms. Edwards. Gutermann. 8. On February 14, 2020, Peter A. Gutermann, Senior Vice President, General Counsel and Secretary notified the Company of his retirement effective March 31, 2020. Table of Contents Grants Ofof Plan Based Awards In 20172019 For a discussion regarding the PLBPannual cash incentive program and the Stock and Incentive Award Plan, please see the “Compensation Discussion and Analysis” on page 23.20. The vesting schedules for outstanding PSAs, RSUs and stock option awards are set forth in the footnotes to the “OutstandingOutstanding Equity Awards atAt Fiscal Year End”End table. Name of Grant Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 Estimated Future Payouts Under Equity Incentive Plan Awards2 All Other Stock Awards: Number of Stock All Other Option Awards: Number of Securities Underlying Exercise or Base Price of Option Grant Date Fair Value of Stock & Option Executive Date Threshold Target Maximum Threshold Target Maximum or Units Options3 Awards4 Awards P. Dempsey     2/10/17     $154,688     $618,750     $1,856,250     14,289     43,300     108,250     14,400     67,800     $47.04     $3,968,498 C. Stephens, Jr. 2/10/17 59,375 237,500 712,500 2,640 8,000 20,000 4,800 15,000 47.04 858,959 S. Mayo 2/10/17 55,000 220,000 660,000 1,749 5,300 13,250 3,200 10,000 47.04 570,635 M. Beck 2/10/17 48,750 195,000 585,000 1,584 4,800 12,000 2,900 9,000 47.04 516,317 D. Edwards 2/10/17 34,875 139,500 418,500 1,056 3,200 8,000 1,900 6,000 47.04 342,642 J. Berklas5 2/10/17 0 0 0 0 0 0 0 0 47.04 0 Name of Executive     Grant Date     Estimated Future Payouts Under Non-Equity Incentive Plan Awards1     Estimated Future Payouts Under Equity Incentive Plan Awards2     All Other Stock Awards: Number of Stock or Units3     All Other Option Awards: Number of Securities Underlying Options4     Exercise or Base Price of Option Awards5     Grant Date Fair Value of Stock & Option Awards Threshold     Target     Maximum Threshold     Target     Maximum P. Dempsey 2/13/19 $168,750 $675,000 $2,025,000 14,223    43,100 107,750 14,400 62,200 $60.72 $4,894,965 C. Stephens, Jr. 2/13/19 61,250 245,000 735,000 2,739 8,300 20,750 5,000 14,400 60.72 1,112,116 M. Beck 2/13/19 55,000 220,000 660,000 1,551 4,700 11,750 2,800 8,200 60.72 628,498 P. Gutermann 2/13/19 42,188 168,750 506,250 1,254 3,800 9,500 2,300 6,600 60.72 509,922 P. Hurley, Ph.D. 2/7/19 43,538 174,150 522,450 2,812 8,522 21,305 5,113 15,785 58.92 1,128,696 1. Sets forth the range of the potential amounts payable under the PLBPannual cash incentive program for all NEOs. Failure to achieveIf the Company’s performance does not meet the pre-established “Threshold” level results would result inperformance targets, the NEOs bear the risk of no payout. 2. Sets forth the range of the number of shares of Common Stock that could be issued under PSAs granted in 20172019 under the Stock and Incentive Award Plan. Failure to achieveIf the Company’s performance does not meet the pre-established “Threshold” level results would result inperformance targets, the NEOs bear the risk of no payout. 3. The amounts depicted in this column reflect RSU awards granted under the Stock Optionsand Incentive Award Plan which are described in the Outstanding Equity Awards At Fiscal-Year End table. 4. Stock options granted under the Stock and Incentive Award Plan are described in the “OutstandingOutstanding Equity Awards atAt Fiscal-Year End”End table. 4.5. Each option has an exercise price equal to the fair market value of Common Stock at the time of grant, as determined by the last trading price per share of Common Stock during regular trading hours on the grant date of the option. 5. Mr. Berklas separated from employment with the Company on August 11, 2017. Table of Contents Outstanding Equity Awards At Fiscal Year End The following table summarizes equity awards granted to the Company’s NEOs that remain outstanding as of December 31, 2017:2019. Option Awards StockAwards Option Awards   Stock Awards Name of Executive     Grant Date1     Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Options (#) Unexercisable     Option Exercise Price ($)2     Option Expiration Date3     Number of Shares or Units of Stock That Have Not Vested (#)1     Market Value of Shares or Units of Stock That Have Not Vested ($)4     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)5     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)4 Name of Executive     Grant Date1     Number of Securities Underlying Unexercised Options (#) Exercisable     Number of Securities Underlying Options (#) Unexercisable     Option Exercise Price ($)2     Option Expiration Date3       Number of Shares or Units of Stock That Have Not Vested (#)1     Market Value of Shares or Units of Stock That Have Not Vested ($)4     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)5     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)4 P. Dempsey 2/8/17 67,800 47.04 02/08/27 14,400 911,088 43,300 2,739,591 2/13/19 62,200 60.72 2/13/29   14,160 877,354 43,100 2,670,476 2/10/16 25,839 51,661 30.71 02/10/26 17,333 1,096,659 57,400 3,631,698 2/11/15 43,803 21,897 36.31 02/11/25 7,933 501,921 39,600 2,505,492 2/12/14 5,900 37.13 02/12/24 2/12/14 30,800 37.13 02/12/24 2/8/18 19,804 39,596 59.28 2/8/28   8,170 506,213 37,700 2,335,892 3/1/13 25,300 26.32 03/01/23 2/8/17 45,203 22,597 47.04 2/8/27   4,632 286,999 43,300 2,682,868 2/12/13 15,400 24.24 02/12/23 2/10/16 77,500 30.71 2/10/26   2/8/12 3,379 26.59 02/08/22 2/11/15 65,700 36.31 2/11/25   Total 150,421 141,358 39,666 2,509,668 140,300 8,876,781 208,207 124,393   26,962 1,670,566 124,100 7,689,236 C. Stephens, Jr. 2/8/17 15,000 47.04 02/08/27 4,800 303,696 8,000 506,160 2/13/19 14,400 60.72 2/13/29   4,916 304,595 8,300 514,268 2/10/16 6,935 13,865 30.71 02/10/26 4,666 295,218 11,600 733,932 2/8/18 4,501 8,999 59.28 2/8/28   2,787 172,683 7,100 439,916 2/11/15 10,534 5,266 36.31 02/11/25 1,899 120,150 9,500 601,065 2/8/17 10,001 4,999 47.04 2/8/27   1,543 95,604 8,000 495,680 2/12/14 3,800 37.13 02/12/24 2/10/16 20,800 30.71 2/10/26   2/12/14 9,400 37.13 02/12/24 2/11/15 15,800 36.31 2/11/25   Total 30,669 34,131 11,365 719,064 29,100 1,841,157 51,102 28,398   9,246 572,882 23,400 1,449,864 S. Mayo 2/8/17 10,000 47.04 02/08/27 3,200 202,464 5,300 335,331 2/10/16 4,401 8,799 30.71 02/10/26 2,933 185,571 7,400 468,198 2/11/15 7,468 3,732 36.31 02/11/25 1,333 84,339 6,700 423,909 3/17/14 5,750 38.96 03/17/24 Total 17,619 22,531 7,466 472,374 19,400 1,227,438 M. Beck 2/8/17 9,000 47.04 02/08/27 2,900 183,483 4,800 303,696 2/13/19 8,200 60.72 2/13/29   2,800 173,488 4,700 291,212 3/1/16 4,608 9,214 34.92 03/01/26 3,187 201,641 7,970 504,262 3/1/16 3,762 7,521 34.92 03/01/26 2,602 164,629 6,506 411,635 Total 8,370 25,735 8,689 549,753 19,276 1,219,593 D. Edwards 2/8/17 6,000 47.04 02/08/27 1,900 120,213 3,200 202,464 2/10/16 2,601 5,199 30.71 02/10/26 1,733 109,647 4,400 278,388 2/11/15 4,401 2,199 36.31 02/11/25 799 50,553 4,000 253,080 2/12/14 4,300 37.13 02/12/24 2/8/18 2,501 4,999 59.28 2/8/28   1,599 99,074 4,000 247,840 2/12/14 2,600 37.13 02/12/24 2/8/17 6,001 2,999 47.04 2/8/27   966 59,853 4,800 297,408 2/12/13 7,400 24.24 02/12/23 3/1/16 13,822 34.92 3/1/26   2/8/12 6,300 26.59 02/08/22 3/1/16 11,283 34.92 3/1/26   Total 27,602 13,398 4,432 280,413 11,600 733,932 33,607 16,198   5,365 332,415 13,500 836,460 J. Berklas6 2/10/16 2,685 169,880 P. Gutermann 2/13/19 6,600 60.72 2/13/29   2,300 142,508 3,800 235,448 8/1/15 2,699 170,766 12/11/17 2,039 4,077 63.38 12/11/27   1,216 75,343 3,042 188,482 Total 5,384 340,646 2,039 10,677   3,516 217,851 6,842 423,930 P. Hurley, Ph.D. 2/7/19 6,399 58.92 2/7/29   2,073 128,443 5,067 313,951 2/7/19 9,386 58.92 2/7/29   3,040 188,358 3,455 214,072 Total 0 15,785   5,113 316,801 8,522 528,023 1. The RSU awards and stock options vest one-third on the eighteenth month, thirtieth month and forty-second month anniversaries of the grant date. The number of shares for Messrs. Dempsey and Stephens exclude shares released to satisfy certain tax withholding requirements for retirement-eligible participants. 2. Option exercise price is the last trading price during regular trading hours per share of Common Stock on the grant date. 3. The options terminate 10 years after the grant date. 4. Market value reflects the closing price on December 29, 2017,31, 2019, of $63.27. $61.96. 5. The PSA vestsPSAs vest on the third anniversary of the grant date subject to the achievement of performance goals. 6. All 2017 grants made to Mr. Berklas were forfeited at Assumes target performance levels will be met for all performance periods; the timeactual payout will depend on actual performance, which will be determined following the end of separation from employment with the Company, effective August 11, 2017. three-year performance period. See the “Components of our Executive Compensation Program – Long-Term Incentive Equity Compensation” section of the 2019 Compensation Discussion and Analysis, as well as the 2019 Summary Compensation Table, for a detailed description of the PSA program, including payout calculations. Table of Contents Option Exercises And Stock Vested The following table provides information on the value realized by each of the NEOs as a result of the exercise of stock options and stock awards that vested during fiscal year 2017:2019: OptionAwards StockAwards Option Awards Stock Awards Name of Executive       Number of Shares Acquired on Vesting       Value Realized on Vesting1       Number of Shares Acquired on Vesting       Value Realized on Vesting2       Number of Shares Acquired on Exercise       Value Realized on Exercise1       Number of Shares Acquired on Vesting       Value Realized on Vesting2 P. Dempsey 0 $0 63,830 $3,847,645 80,779 $2,435,432 117,743 $6,078,321 C. Stephens, Jr. 29,300 1,001,568 21,146 1,277,009 13,200 287,930 25,591 1,310,960 S. Mayo 0 0 20,988 1,280,719 M. Beck 0 0 2,897 181,294 n/a n/a 29,898 1,540,347 D. Edwards 6,150 177,859 10,777 651,682 J. Berklas 4,704 125,894 1,622 89,214 P. Gutermann n/a n/a 609 33,897 P. Hurley, Ph.D. n/a n/a n/a n/a 1. Amount reflects the difference between the exercise price of the option and the market value at the time of exercise. 2. For RSUs, the amount reflects the market value of the stock on the day the stock vested. For PSAs, the amount reflects the closing pricemarket value of the stock on the day the award is approved by the CMDC. Pension Benefits The following table sets forth pension or other benefits providing for payment at, following, or in connection with retirement granted or accrued to the Company’s NEOs in 2017.2019. Name of Executive            Plan Name            Number of Years Credited Service (12/31/17)            Present Value of Accumulated Benefit            Payments During Last Fiscal Year Patrick J. Dempsey President and CEO CPP 17.167 $843,486 $0 RBEP n/a n/a n/a MSSORP 17.167 5,745,202 0 Christopher J. Stephens, Jr. SVP, Finance and CFO CPP 8.917 441,302 0 RBEP n/a n/a n/a MSSORP n/a n/a n/a Dawn N. Edwards SVP, Human Resources CPP 19.250 776,033 0 RBEP n/a n/a n/a MSSORP n/a n/a n/a Name of Executive       Plan Name       Number of Years Credited Service (12/31/19)       Present Value of Accumulated Benefit       Payments During Last Fiscal Year Patrick J. Dempsey CPP 19.167 $1,119,151 $0 President and Chief Executive Officer, RBEP n/a n/a n/a Barnes Group Inc. MSSORP 19.167 8,246,642 0 Christopher J. Stephens, Jr. CPP 10.917 648,303 0 Senior Vice President, Finance and Chief RBEP n/a n/a n/a Financial Officer, Barnes Group Inc. MSSORP n/a n/a n/a All assumptions are as detailed in the notes to the consolidated financial statements for the fiscal year ended December 31, 2019, including a discount rate of 3.40% with the exception of the following: ● All assumptions are as detailed in the notes to the consolidated financial statements for the fiscal year ended December 31, 2017, including a discount rate of 3.90% with the exception of the following: – RetirementRetirement age for all plans is assumed to be the later of unreduced retirement age, as defined by each plan, or age as ofDecemberof December 31, 2017.2019. –● No pre-retirement mortality, disability, or termination is assumed. ● ConsistentConsistent with financial disclosure calculations, it is assumed that the form of payment is a life annuity for the CPP, the RBEP and theMSSORP.the MSSORP. ● The 20172019 qualified plan compensation limit of $270,000$280,000 has been incorporated. ● TheThe terms of (i) the RBEP plan document as amended and restated effective January 1, 2013, and (ii) the terms of the SSORP plan document as amended and restated effective January 1, 2009, have been reflected in the exhibits to the Company’s December 31, 2017 SEC disclosure tables.2019 Annual Report Form 10-K. Subsequent amendments as of December 30, 2009 and December 14, 2014 to the MSSORP plan document are likewise reflected in the exhibits to the Company’s December 31, 2017 SEC disclosure tables.2019 Annual Report Form 10-K. ● InternalInternal Revenue Code Section 415 limits are not reflected for these calculations. Note that the limits would only affect the distribution of amounts between the qualified and nonqualified plans. ● Messrs. Mayo,Messrs. Beck, Gutermann and BerklasHurley do not participate in the CPP or MSSORP plans and therefore are not eligible to receive pension-related benefits under the RBEP. Table of Contents Discussion Concerning Pension Benefits Table We provide benefits to our NEOs under the following three pension plans: ● Consolidated Pension Plan (CPP); ● Retirement Benefit Equalization Plan (RBEP); and ● Modified Supplemental Senior Officer Retirement Plan (MSSORP). The CPP is a broad-based tax-qualified defined benefit pension plan. The RBEP and the MSSORP are non-tax-qualified supplemental executive retirement plans that provide more generous benefits than are available under the CPP to certain designated employees and senior levelsenior-level officers, including certain of our NEOs as described below. Consolidated Pension Plan The CPP is a defined benefit pension plan designed to provide income after retirement to eligible employees and their beneficiaries. All NEOs, other than Messrs. MayoMr. Dempsey and Beck, participateMr. Stephens participated in the CPP Plan.Plan in 2019. As described below, given the closure of the CPP to employees hired on or after January 1, 2013, Messrs. MayoBeck, Gutermann and Beck areHurley were eligible in 2019 to receive an annual retirement contribution under the RSP of 4% of eligible earnings subject to 5 year graded vesting. Mr. Berklas’ eligibility to receive an annual retirement contribution ceased upon his separation from employment from the Company on August 11, 2017. Under the CPP, each eligible employee receives credit for benefit accrual and vesting purposes equal to the number of full months elapsed from the date the employee becomes a participant until the date the participant is no longer employed by the Company. The formula for benefit purposes ranges from 0.5% to 2.5% of a participant’s highest five consecutive years of covered compensation (which generally includes base salary). A participant is 100% vested after five years of service. Benefits are generally structured to be paid upon retirement. The normal retirement date under the CPP is the first day of the month following (1) a participant’s 65thbirthday or (2) if hired after age 60, the month the participant achieves five years of service. Participants are eligible for early retirement if they have completed 10 years of vesting service and have reached age 55. A participant whose employment terminates before he or she is eligible to retire on account of normal or early retirement but who has otherwise met the vesting requirements of the CPP is entitled to a deferred vested retirement benefit. In 2006, the benefit formula for calculating benefits under the CPP was changed for credited service earned on and after January 1, 2007. The following table shows the calculation of the basic retirement benefit for credited service earned as of December 31, 2006 under the prior formula, and for credited service earned on and after January 1, 2007: Benefit Accrual Rate Benefit Accrual Rate       For Credited Service Earned as of 12/31/2006       For Credited Service Earned on and after 1/1/2007         For Credited Service Earned as of 12/31/2006         For Credited Service Earned on and after 1/1/2007 Final Average Earnings up to Covered Compensation times Credited Service up to 25 years times              1.85%              1.5%               1.85%                             1.5%               Plus Final Average Earnings above Covered Compensation times Credited Service up to 25 years times 2.45% 2.0% 2.45% 2.0% Plus Final Average Earnings times Credited Service over 25 years times 0.5% 0.5% 0.5% 0.5% “Final Average Earnings” is the average of a participant’s highest 5 consecutive years’ compensation within the 10 years before retirement or termination of employment with the Company. Compensation includes all earnings paid to the participant as reported to the IRS on the participant’s Form W-2, but excludes overtime pay, bonuses, director’s fees, reimbursed expenses and any other additional form of earnings, including contributions made to or under any other form of benefit plan (e.g., a 401(k) or profit sharing plan). The 20172019 qualified plan compensation limit is $270,000.$280,000. “Covered Compensation” is the average annual earnings used to calculate a participant’s Social Security benefit. Covered Compensation is based on the year in which a participant reaches his or her Social Security retirement age. It assumes that the participant will earn the maximum amount taxable by Social Security up to that time. Covered Compensation for a participant who reached age 65 and retired in 20172019 was $78,000.$85,920. Table of Contents “Credited Service” is the total time a participant spends working at the Company that counts toward his or her pension benefit. Credited Service most often is the number of months the participant works for the Company. The basic retirement benefit is reduced by the monthly amount of income payable to the participant attributable to employer contributions under any other tax-qualified defined benefit pension plan under which the participant receives credit for service which also constitutes credited service under the CPP. The normal retirement benefit of a participant will be his or her basic retirement benefit as determined above multiplied by 100% (minus any percentage attributable to the cost of a pre-retirement survivor annuity, if applicable) and multiplied by (a) the actuarial equivalent factor of the normal form of benefit for the participant or (b) the actuarial equivalent factor of any optional form of retirement benefit provided for under the CPP that the participant elects to receive instead of the normal form. Optional forms of benefit include Contingent Annuity of 25%, 50%, 75% or 100%, 120 Months Certain and Life Option, Level Income Option, and Level Income and Contingent Annuity Option. Retirement Contribution The Retirement Contribution (RC) is an additional component of the Barnes Group Inc. Retirement Savings Plan (RSP). Certain salaried employees hired on or after January 1, 2013, who are not eligible to participate in the CPP (which was closed to new participants effective December 31, 2012), receive an annual retirement contribution of 4% of eligible earnings subject to 5 year graded vesting. The RSP is a defined contribution savings plan with a 401(k) elective deferral and matching contribution feature for all participants. For the RSP, 100% vesting in matching contributions occurs upon 2 years of service. Among the NEOs, only Messrs. Beck, Gutermann and MayoHurley are eligible for the RC component of the RSP. Mr. Berklas was also eligible for the RC component of the RSP prior to his separation from the Company effective August 11, 2017. Retirement Benefit Equalization Plan – Defined Benefit (DB) Component The Retirement Benefit Equalization Plan (RBEP) provides defined benefits on base salary earnings in excess of Internal Revenue Service limits on qualified plans that apply to the CPP for eligible salaried employees, officers and NEOs who do not meet MSSORP or DC Plan vesting requirements. For example,Examples of such limits are the Internal Revenue Code Section 415 limit (i.e., the annual contribution limit to a defined contribution plan ($54,00056,000 through December 31, 2017)2019) and the annual benefits payable from defined benefit plans ($215,000225,000 through December 31, 2017)2019)) and the Internal Revenue Code Section 401(a)(17) limit (i.e., earnings taken into account for tax-qualified plan purposes ($270,000280,000 through December 31, 2017)2019)). Mr. Stephens and Ms. Edwards are eligible to participate in the defined benefit RBEP. Generally, the defined benefit RBEP is structured to pay the participants the difference between the benefits paid under the CPP and what the participant would have received but for the statutory limitations. The defined benefit RBEP takes into account base salary for purposes of determining the benefits accrued under the plan. This defined benefit RBEP, applicable to the CPP, was closed to new participants effective December 31, 2012, with no impact to the benefits of existing participants. Modified Supplemental Senior Officer Retirement Plan The MSSORP provides supplemental retirement benefits to selected employees of the Company including Mr. Dempsey. The MSSORP was closed to new participants on December 31, 2008 and replaced by the 2009 Deferred Compensation Plan. The MSSORP provides certain early or normal retirement benefits to participants as follows. The normal retirement benefits under the MSSORP are equal to (a) minus the sum of (b), (c) and (d), where: (a) equals 55% of the participant’s final average compensation multiplied by the ratio (not to exceed 1.0) of his or her credited service to 15; (b) equals the participant’s CPP benefit; (c) equals the participant’s Social Security benefit; and (d) equals the participant’s prior employer benefit. Table of Contents The early retirement benefits under the MSSORP are equal to (a) minus the sum of (b), (c) and (d), where: (a) equals 55% of the participant’s final average compensation (which generally includes base salary and annual incentive compensation) multiplied by the ratio (not to exceed 1.0) of his or her credited service to the greater of 15 years or the credited service the participant would have completed had credited service continued to age 62 multiplied by a percentage factor (less than 100%) based on the participant’s age at the time that benefits commence; Table of Contents (b) equals the participant’s CPP benefit as of such date; (c) equals the participant’s Social Security benefit; and (d) equals the participant’s prior employer benefit multiplied by the same percentage factor based on the participant’s age used in the calculation of (a). The MSSORP is structured to cover any gaps of coverage under the CPP and RBEP up to 55% of a participant’s final average compensation. This is because when an individual becomes eligible for the MSSORP, a portion of the benefits are based on amounts earned and vested under the CPP and RBEP, which all vest prior to the MSSORP benefits. “Final average compensation” has the same meaning as Final Average Earnings under the CPP except that “final average compensation” is not subject to the IRS qualified plan compensation limits. In addition, “final average compensation” includes annual cash incentive awards. The “Qualified Plan benefit” is the annual pension benefit payable as a single life annuity upon the participant’s actual retirement date, excluding any portion of such annual pension benefit attributable to any period after, or any compensation earned after, the participant has a “separation from service” within the meaning of Internal Revenue Code Section 409A. “Social Security benefit” means the participant’s annual Social Security benefit. “Prior employer benefit” means any benefit paid or payable by any prior employer of the participant. For participants who had attained age 55 as of January 1, 2009, distributions are made in the form of an annuity. For participants who had not attained age 55 as of January 1, 2009 (currently, all NEOs that participate in the plan), distributions generally are made in 5 installments over a 4-year period following retirement; provided, however, that if the participant terminates employment before attaining age 55, the participant is instead entitled to benefits under the RBEP. Nonqualified Deferred Compensation The following table sets forth information with regard to defined contribution or other plans that provide for the deferral of compensation on a basis that is not tax qualified: Name of Executive1            Aggregate Beginning Balance in Last Fiscal Year            Executive Contributions in Last Fiscal Year            Registrant Contributions in Last Fiscal Year             Aggregate Earnings in Last Fiscal Year            Aggregate Withdrawals / Distributions            Aggregate Balance at Last Fiscal Year-End2 Christopher J. Stephens, Jr. SVP, Finance and CFO $941,518 $0 $91,786 $183,356 $0 $1,216,660 Scott A. Mayo SVP and President, Barnes Industrial 6,400 0 6,850 3,063 0 16,313 Michael A. Beck SVP and President, Barnes Aerospace 2,400 0 5,000 316 0 7,716 Dawn N. Edwards SVP, Human Resources 452,087 0 37,053 92,276 0 581,416 James P. Berklas Former SVP, General Counsel and Secretary 4,200 0 0 625 0 4,825 Name of Executive1        Aggregate Beginning Balance in Last Fiscal Year        Executive Contributions in Last Fiscal Year        Registrant Contributions in Last Fiscal Year        Aggregate Earnings in Last Fiscal Year        Aggregate Withdrawals / Distributions        Aggregate Balance at Last Fiscal Year-End2 Christopher J. Stephens, Jr. $1,272,388 $0 $117,350 $244,448 $0 $1,634,186 Senior Vice President, Finance and Chief Financial Officer, Barnes Group Inc. Michael A. Beck 12,445 0 6,300 2,134 0 20,879 Senior Vice President, Barnes Group Inc. and President, Barnes Aerospace Peter A. Gutermann3 4,200 0 4,000 455 0 8,655 Senior Vice President, General Counsel and Secretary, Barnes Group Inc. Patrick T. Hurley, Ph.D. 0 0 2,952 0 0 2,952 Senior Vice President and Chief Technology Officer, Barnes Group Inc. 1. Nonqualified deferred compensation plans and participants are described in the table on page 39. 34. 2. Prior year Summary Compensation tables include all contributions and earnings, with the exception of 20172018 and 2019 earnings which are excluded from this year’sthe Summary Compensation Table. table. 3. On February 14, 2020, Peter A. Gutermann, Senior Vice President, General Counsel and Secretary, notified the Company of his retirement effective March 31, 2020. Table of Contents Deferred Compensation Plan The Barnes Group 2009 Deferred Compensation Plan (DC Plan) was authorized by the Board in July 2009 effective September 1, 2009. Officers of the Company who were elected or appointed on or after January 1, 2009 until April 1, 2012 when the DC Plan was closed to any new or rehired otherwise eligible executive, were eligible to participate in the DC Plan at the Board’s discretion. The DC Plan replaced the MSSORP which was closed to new participants as of December 31, 2008. Mr. Stephens and Ms. Edwards areis the only NEOsNEO that participate in the DC Plan. There are no participant contributions to the DC Plan; rather, for each DC Plan participant, the Company credits an annual hypothetical contribution equal to 20% of the compensation above the Internal Revenue Code Section 401(a)(17) limit (i.e., earnings taken into account for tax-qualified plan purposes, currently $270,000)which was $280,000 as of December 31, 2019) or such other amount determined by the Compensation Committee. The hypothetical contributions credited are adjusted according to the performance of investment options provided under the DC Plan. Each participant in the DC Plan determines from the investment options available how his or her fund will be invested. The DC Plan provides most of the same investment options as the Barnes Group Inc. Retirement Savings Plan. Subject to the Company’s amendment and termination rights and other DC Plan and trust provisions, participants generally vest upon attaining the age of 55 and 10 years of service; provided that the Board may reduce the required years of service to five years for any given participant; and provided further that, for death and defined disabilities, vesting occurs if a participant is at least 55 with five years of service. Distributions under the DC Plan generally are made in five installments over a four-year period. If, at separation from service or death, a participant has satisfied the age and service conditions for the payment of a benefit under the DC Plan, a benefit under the RBEP will not be paid to the participant. As of December 31, 2017, if Mr. Stephens was not a participant in the DC Plan, the present value of his accumulated benefit under the RBEP would be $371,409. As of December 31, 2017, if Ms. Edwards was not a participant in the DC Plan, the present value of her accumulated benefit under the RBEP would be $114,925. The amount that the Company contributes under the DC Plan is also included in the “All Other Compensation” column of the Summary Compensation Table for Mr. Stephens and Ms. Edwards. Retirement Benefit Equalization Plan – Defined Contribution (DC) Component In addition to the defined benefit RBEP described on page 49,44, the defined contribution RBEP provides defined contributions on base salary earnings in excess of Internal Revenue Service limits on qualified plans related to the RC component of the RSP for eligible salaried employees, officers and NEOs. For example,Examples of such limits are the Internal Revenue Code Section 415 limit (i.e., the annual contribution limit to a defined contribution plan ($54,00056,000 through December 31, 2017)2019) and the annual benefits payable from defined benefit plans ($215,000225,000 through December 31, 2017)2019)) and the Internal Revenue Code Section 401(a)(17) limit (i.e., earnings taken into account for tax-qualified plan purposes ($270,000280,000 through December 31, 2017)2019)). Messrs. Beck, Gutermann and MayoHurley are eligible to participate in the defined contribution RBEP. Mr. Berklas previously participated in the defined contribution RBEP prior to his separation from employment. Generally, the defined contribution RBEP is structured to pay the participants the difference between the benefits paid under the RC component of the RSP and what the participant would have received but for the statutory limitations. The defined contribution RBEP takes into account base salary for purposes of determining the benefits accrued under the plan. NEOs that participate in the RC component of the RSP are eligible to receive a supplemental annual retirement contribution of 4% of eligible earnings under the defined contribution RBEP as a nonqualified contribution on base salary earnings in excess of Internal Revenue Service limits. The defined contribution RBEP, applicable to the RC component of the RSP, became effective January 1, 2013. The amount that the Company contributes under the defined contribution RBEP is also included in the “All Other Compensation” column of the Summary Compensation Tabletable for Messrs. Beck, BerklasGutermann and MayoHurley (excluding 20172019 earnings). Table of Contents Post Termination And Change In Control Benefits The Company has entered into certain agreements and maintains certain plans that will require the Company to provide compensation to the NEOs in the event of a termination of employment or a change in control of the Company. The key provisions of those arrangements are described below, and then the values of potential payments that would be due if termination of employment or a change in control occurred on December 31, 20172019 are set forth in the tables following the description. Severance Agreement All of our NEOs are eligible for certain severance benefits in connection with a change in control or a separation from service following a change in control under the terms of a severance agreement. Generally, our severance agreements are based on the same form agreement. The term of each severance agreement is one year with an automatic annual extension commencing on each January 1, unless the Company or the NEO provides Table of Contents written notice not later than September 30 of the preceding year of a determination not to extend the severance agreement. However, if a change in control occurs during the term of the severance agreement, the term will expire no earlier than 24 months after the month in which the change in control occurs. The Compensation Committee believes that the Company’s severance agreements for its NEOs help assure that the NEOs will act in the best interest of the stockholders in any proposed merger or acquisition transaction, even if they might face possible termination of employment as a result of such a transaction. The severance agreements provide, among other things, that upon the occurrence of a change in control, NEOs are entitled to a cash payment equal to a prorated target annual bonus for the year in which the change in control occurs which will be credited against any annual bonus or incentive award that each NEO is otherwise entitled to receive with respect to such year. In addition, if, following a change in control and during the applicable term of the severance agreement, a NEO’s employment is involuntarily terminated other than for cause or if the NEO voluntarily terminates employment for good reason, then each NEO is entitled to certain severance payments and benefits conditioned upon executing a release. These payments and benefits generally consist of the following: ● An amount equal to two times the most recent base salary and two times the highest of (i) the annualized average bonus for up to three years prior (or such annualized year if applicable) to the (a) separation from service; or (b) change in control; or (ii) the target bonus for the year in which the separation from service occurs; ● Cash payment equal to a prorated target bonus for the year in which the separation from service occurs (less any pro rata bonus previously paid for the same period); ● Twenty-four months of additional age credit, benefit accruals and vesting credit under the Company’s non-qualified and qualified retirement plans, with the resulting benefits payable either at the times provided by such plans or in an actuarially equivalent lump sum on March 1 of the year following the year in which the date of termination occurs; ● Twenty-four months of continued financial planning assistance at the Company’s expense; ● Twenty-four months continued participation in any welfare plans of the Company (including medical, dental, death, disability, and the Company’s SEELIP, if applicable) in which the NEO was participating at the time of termination of employment or change in control; and ● An additional payment each month during the 24 month period to gross-up the NEO for all taxes due on the medical and dental benefits payable under the severance agreement. For purposes of the severance agreements, “good reason” generally includes a termination by ana NEO, subject to an applicable cure period, for: (i) the assignment of any duties materially inconsistent with the NEO’s status as an executive officer or a material adverse alteration in the nature or status of the NEO’s responsibilities from such responsibilities in effect prior to the change in control, (ii) a reduction in the annual base salary of more than 5% or $20,000, (iii) greater than a 50-mile change in the location of Company executive offices, and (iv) the failure to follow procedures in the event of a termination for “cause.” Table of Contents If, during the term of the severance agreement following a change in control, the Company disputes that ana NEO’s employment has been involuntarily terminated other than for cause or that the NEO terminated employment for good reason, the Company may be obligated under the severance agreement to continue to pay the executive salary, bonus, benefits and perquisites as described above for the balance of the term of the severance agreement, in addition to the payments and benefits described above. If an NEO becomesNEOs become entitled to health, welfare, pension and other benefits of the same type as referred to above during the 24-month period following employment termination, the Company will stop providing these benefits and the NEO may be obligated to repay a portion of any benefits that were previously paid as described above in a lump sum. The Company’s severance agreementagreements also providesprovide that, if any payment or benefit would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, the severance payments and benefits to the executive will be reduced if and to the extent that reducing the payments and benefits would result in the executive retaining a larger amount, on an after-tax basis, than if he or she had received the entire amount of such payments and benefits and paid the applicable excise tax (i.e., the Company does not provide a tax gross-up for any excise taxes as a result of change in control benefits). TheTable of Contents Each NEO’s severance (change in control) agreement supersedes any other agreements and plans that apply in the event that the executive’s employment with usthe Company is terminated following a change in control without cause or by the executive for good reason. The superseded agreements and plans include the Barnes Group Inc. Executive Separation Pay Plan described below. Barnes Group Inc. Executive Separation Pay Plan During 2017,2019, each of our NEOs was covered by the Executive Separation Pay Plan. The Executive Separation Pay Plan provides for severance payments and benefits to an eligible executive who experiences an involuntary separation from service without cause provided that, after December 31, 2008, such separation is not covered by a severance agreement. No payments or benefits are made to an executive whose employment is terminated due to misconduct of any type, including, but not limited to, violation of Company rules or policies or any activity which results in a conviction of a felony or if the employment termination is a result of the sale of a business unit of the Company and the employee is offered employment by the purchaser within 30 days after the closing of the sale, in a comparable position and for substantially equivalent compensation and benefits as before the sale. Under the Executive Separation Pay Plan, a terminated eligible NEO is entitled to minimum severance of one month’s base salary or the amount of accrued vacation pay, whichever is greater. In order to receive the higher severance benefit of 12 months’ salary continuation (or, 24 months’ salary and pro rata actual bonus in the case of Mr. Dempsey) plus accrued vacation pay, the eligible NEO must execute a release of claims acceptable to us.the Company. The salary portion of such severance is to be paid on regular payroll dates but payments may be delayed until six months after separation from service if necessary to comply with Internal Revenue Code Section 409A. The vacation pay portion is to be paid in a lump sum. The pro rata actual bonus to be paid to Mr. Dempsey would be paid in a lump sum. During the severance period, benefits will continue to be provided pursuant to medical, dental, flexible benefit and premium payments and benefits under the SEELIP, ELIP or EGTLIP will be continued for NEOs. Annual Incentive Plans Participants in the PLBPannual cash incentive program for any year whose employment is involuntarily terminated by the Company other than for cause on or after November 1 and before awards are paid for such year are eligible to receive prorated awards for such year based on actual performance, as are participants who are terminated by reason of retirement, death or disability. A participant whose employment terminates for any other reason before awards are paid for a year is not eligible to receive an award. Retirement Plans The amount and form of pension benefits that would be paid upon a qualifying retirement under our CPP, the RBEP and the MSSORP are disclosed in the “Pension Benefits”Pension Benefits table on page 4742 above and the accompanying discussion. Any additional retirement benefits that would be payable in the event of termination of employment or a change in control are shown in the “Potential PaymentsPotential Payment Upon Termination orOr Change in Control”In Control table on page 55.50. Table of Contents Awards Granted Under The Stock And Incentive Award Plan The table below summarizes potential payments upon termination or change in control pursuant to each of the Company’s stock option, RSU and PSA standard agreements. The applicable agreement contains the complete and controlling terms and conditions that apply to each type of award, which may vary by individual. For awards granted after January 1, 2016, “retirement” refers to a termination of employment by an employee who has reached the age of 55 with 10 years of service. For awards granted prior to January 1, 2016, “retirement” refers to a termination of employment by an employee who has reached the age of 62 with 5 years of service. Termination Scenario       Stock Options       Restricted Stock Units       Performance Share Awards TerminationInvoluntary termination without cause Vested options will remain exercisable for one year from the date of termination. Unvested options will terminate. Unvested portion of award will terminate. For awards granted at least one year prior to termination, a pro rata payout will be made based on actual performance, at the end of the three-year performance cycle.period. All unearned PSAs will terminate. Death Grants 2016 or later: a pro rata portion of the stock options will immediately vest and remain exercisable for one year after termination. Grants 2016 or later: aA pro rata portion of unvested shares will immediately vest. Grants 2016 or later: aA pro rata payout will be made based on actual performance, at the end of the three-year performance cycle. period, and any unearned portion of the award will terminate. Disability Grants prior to 2016: all unvested options immediately vest and remain exercisable for one year. Grants prior to 2016: all unvested shares will immediately vest. Grants prior to 2016: a pro rata payout will be made based on assumed target performance, at the end of the three-year performance period. Disability Grants 2016 or later: unvested options continue to vest according to their original vesting schedule andwhile executive is disabled. Upon a change in status, any unvested options will terminate. Any vested options remain exercisable for one year. Grants 2016 or later: sharesShares will continue to vest. vest while executive remains disabled. Upon a change in status, any unvested portion of the award will terminate. Grants 2016 or later: aA pro rata payout will be made based on actual performance, at the end of the three-year performance cycle. period, and any unearned portion of the award will terminate. Retirement Grants prior to 2016: all unvested options immediately vest and remain exercisable for one year. Grants prior to 2016: all unvested shares will immediately vest. Grants prior to 2016: a pro rata payout will be made based on assumed target performance, at the end of the three-year performance period. Retirement Grants 2016 or later: a pro rata portion of the stock options will immediately vest and remain exercisable for five years after the termination date. Grants 2016 or later: aA pro rata portion of unvested shares will immediately vest. Grants 2016 or later: aA pro rata payout will be made based on actual performance, at the end of the three-year performance cycle. period, and any unearned portion of the award will terminate. Grants prior to 2016: all unvested options granted at least one year before retirement immediately vest and remain exercisable for five years after the termination date. Grants prior to 2016: shares that were granted at least two years before retirement will immediately vest. Grants prior to 2016: for awards granted at least two years prior to termination a pro rata payout will be made based on actual performance, at the end of the three-year performance period. For awards granted less than two years prior to termination, a pro rata payout will be made based on the lesser of actual performance or target level and will be paid at the end of the three-year performance period. Termination for cause or voluntary resignation All outstanding stock options will terminate. Unvested portion of the award will terminate. All unearnedunvested PSAs will terminate. Change in control and termination other than for cause within 2 two years All unvested options will immediately vest and remain exercisable for two years after the termination date. All unvested shares will become vested. immediately vest. Vesting of PSAs based on actual performance will occur for full years that have been completed and based on target for any remaining period. Table of Contents Potential Payment Upon Termination Or Change In Control The amount of compensation payable to each NEO if termination of employment or a change in control occurs, assuming a December 31, 20172019 triggering event, is listed in the table below1.     Voluntary Termination7        For Cause Termination8        Without Cause/Good Reason Termination9        Death10        Disability11        Change in Control12        Change in Control with Termination13        Retirement14 P. Dempsey Cash Compensation/         Severance $3,146,138 $1,496,138 $1,496,138 $4,796,913 Additional Retirement        Benefits2 1,605,439 Continuation of Other        Benefits3 194,424 373,849 Stock Options4 2,125,026 590,343 3,372,819 Restricted Stock Units5   1,580,611 501,921 2,509,668 Performance Share         Awards6 4,926,624 5,839,821 5,839,821 8,876,781 Total 8,267,186 11,041,596 8,428,223 21,535,469 C. Stephens, Jr. Cash Compensation/        Severance 1,049,275 574,275 574,275 2,171,156 Additional Retirement        Benefits2 15,900 Continuation of Other        Benefits3 142,609 270,218 Stock Options4 532,942 141,971 836,866 Restricted Stock Units5 434,159 120,150 719,064 Performance Share        Awards6 1,090,353 1,259,073 1,259,073 1,841,157 Total 2,282,238 2,800,449 2,095,469 5,854,361 S. Mayo Cash Compensation/        Severance 841,280 401,280 401,280 1,754,600 Additional Retirement        Benefits2 60,439 Continuation of Other        Benefits3 57,676 100,352 Stock Options4 351,874 100,615 549,410 Restricted Stock Units5 286,360 84,339 472,374 Performance Share        Awards6 736,041 847,818 847,818 1,227,438 Total 1,634,997 1,887,332 1,434,052 4,164,613 Table of Contents        Voluntary Termination7        For Cause Termination8        Without Cause/Good Reason Termination9        Death10        Disability11        Change in Control12        Change in Control with Termination13        Retirement14 M. Beck Cash Compensation/        Severance 810,732 420,732 420,732 1,590,732 Additional Retirement        Benefits2 39,328 Continuation of Other        Benefits3 58,908 102,815 Stock Options4 357,088 620,507 Restricted Stock Units5 304,202 549,753 Performance Share        Awards6 610,598 711,830 711,830 1,219,593 Total 1,480,238 1,793,852 1,132,562 4,122,728 D. Edwards Cash Compensation/        Severance 647,311 337,311 337,311 1,331,126 Additional Retirement        Benefits2 78,660 Continuation of Other        Benefits3 80,720 146,440 Stock Options4 208,338 59,285 325,944 Restricted Stock Units5 170,196 50,553 280,413 Performance Share        Awards6 438,672 506,160 506,160 733,932 Total 1,166,703 1,222,005 953,309 2,896,515    Voluntary Termination7    For Cause Termination8    Without Cause/Good Reason Termination9    Death10    Disability11    Change in Control12    Change in Control with Termination13    Retirement14 P. Dempsey Cash Compensation/Severance $1,982,250 $182,250 $182,250 $492,750 $4,591,931 $182,250 Additional Retirement Benefits² 1,740,789 Continuation of Other Benefits³ 378,220 378,220 Stock Options4 378,305 520,393 378,305 Restricted Stock Units5 917,813 1,670,566 917,813 Performance Share Awards6 4,238,002 5,125,703 5,125,703 7,689,236 5,125,703 Total 6,598,472 6,604,071 5,307,953 492,750 16,591,134 6,604,071 C. Stephens, Jr. Cash Compensation/Severance 556,150 66,150 66,150 178,850 2,030,638 66,150 Additional Retirement Benefits² 385,409 Continuation of Other Benefits³ 153,504 292,009 Stock Options4 84,425 116,558 84,425 Restricted Stock Units5 313,332 572,882 313,332 Performance Share Awards6 788,503 959,451 959,451 1,449,864 959,451 Total 1,498,157 1,423,358 1,025,601 178,850 4,847,360 1,423,358 M. Beck Cash Compensation/Severance 753,632 313,632 313,632 1,032,128 Additional Retirement Benefits² 59,387 Continuation of Other Benefits³ 64,277 113,553 Stock Options4 49,735 68,310 Restricted Stock Units5 182,658 332,415 Performance Share Awards6 462,407 559,189 559,189 836,460 Total 1,280,316 1,105,214 872,821 2,442,254 P. Gutermann Cash Compensation/Severance 420,563 45,563 45,563 123,187 1,437,744 Additional Retirement Benefits² 43,679 Continuation of Other Benefits³ 58,499 101,998 Stock Options4 3,248 8,184 Restricted Stock Units5 109,607 217,851 Performance Share Awards6 188,482 266,738 266,738 423,930 Total 667,544 425,156 312,301 123,187 2,233,387 P. Hurley, Ph.D. Cash Compensation/Severance 429,156 42,156 42,156 113,979 1,278,434 Additional Retirement Benefits² 41,374 Continuation of Other Benefits³ 68,082 121,165 Stock Options4 19,392 47,986 Restricted Stock Units5 128,071 316,801 Performance Share Awards6 175,533 175,533 528,023 Total 497,238 365,152 217,689 113,979 2,333,784 1. The value of equity awards vesting upon a change in control, death or disability are equal to the grant’s intrinsic value as of December 29, 201731, 2019 based on the closing market price of $63.27.$61.96. Equity awards and non-equity incentive plan compensation that were fully vested by their terms as of December 31, 20172019 are not included in the numbers shown above. For information on any outstanding fully-vested awards, see the “OutstandingOutstanding Equity Awards at Fiscal Year End”End table. 2. The value of these benefits is based upon provisions of the change in control severance agreements with our NEOs whereby the executives are entitled to the value of additional retirement benefits that would have been earned had they continued employment for two additional years after employment termination. 3. The value of these benefits is based upon the Executive Separation Pay Plan and the change in control severance agreements with our NEOs whereby the executives are entitled to continued participation in the Company’s welfare and fringe benefit plans for 12 or 24 months upon covered terminations of employment, and continuation of premium payments and benefits under the SEELIP, ELIP, or EGTLIP as applicable. Although continued participation may cease to the extent the NEO subsequently has coverage elsewhere, the numbers set forth in the table above reflect an estimate of coverage for the maximum applicable time period. 4. Amounts reflect the difference between the exercise price of the options underlying the awards and the closing market price of $63.27$61.96 as of December 29, 2017.31, 2019. Options with a strike price greater than $63.27$61.96 are shown as $0.excluded. Equity awards that were fully vested by their terms as of December 31, 20172019 are not included in the numbers shown above. Calculation assumes that options are exercised immediately, although severance agreements allow 2 years to exercise following a Change in Control and in accordance with the table on page 5449 in the case of termination. For information on any outstanding fully-vested awards, see the “OutstandingOutstanding Equity Awards at Fiscal Year End”End table. Table of Contents 5.5. Amounts reflect the market value of the shares underlying the awards as of December 29, 201731, 2019 at the closing market price of $63.27$61.96 and do not include any value for that portion of the award with respect to which the participants accrued a vested interest by or on December 31, 2017.2019. For information on any outstanding fully-vested awards, see the “OutstandingOutstanding Equity Awards at Fiscal Year End”End table. 6.6. Amounts reflect the market value of the shares underlying the awards as of December 29, 201731, 2019 at the closing market price of $63.27$61.96 and assume target level performance and do not include any value for that portion of the award with respect to which the participants accrued a vested interest by or on December 31, 2017.2019. No values are included in the Change In Control column because performance results are determined and approved by the CMDC in February 2018. 2020. 7.7. No additional payment is due under the Annual Incentive Plans for the Cash Compensation/Severance row of the table; participants must be employed on the date of payment to receive an award. 8.8. The Executive Separation Pay Plan stipulates no separation benefits are due if the executive is terminated for misconduct. Under the Annual Incentive Plans, the officer generally must be employed on the date of payment to receive an award. A retirement-eligible officer also gets no bonus under the Annual Incentive Plans if terminated for Cause. cause. Table of Contents 9.9. The amount in the Cash Compensation/Severance row of the table equals one year’s salary (or two years’ salary for Mr. Dempsey) and includes a pro-rated award under the Annual Incentive Plans for all executives. Under the Annual Incentive Plans, an executive terminated other than for cause on or after November 1, 20172019 is entitled to a pro-rated payout. For Without Cause/Good Reason Termination, performance shares granted over a year prior to the termination date are pro-rated at target. 10. No additional salary is due upon death or disability, but, under the Annual Incentive Plans, the participant would be entitled to a pro-rated award for a death or disability on December 31, 2017.2019. Participants’ beneficiaries would also be entitled to life insurance benefits as well as certain pension plan death benefits not shown on this table. Prorated equity awards vest at date of death for awards granted on or after January 1, 2016. Proration is based on days worked in performance period for performance shares. Proration is based on days worked since grant date for other equity awards. Restricted Stock Units and Stock Options awarded before January 1, 2016 vest in full upon death or disability. 11. Participants would be able to receive short-term disability and long-term disability payments available to all salaried employees for which amounts are not shown in the table above. Participants would also accrue service under some of the pension plans during a period of disability. Equity awards granted on or after January 1, 2016 (other than performance shares) are subject to continued vesting upon the occurrence, and continuation, of a qualifying disability event, but this continued vesting ends upon separation from the Company.event. No incremental value is shown for disability because vesting does not accelerate upon termination for disability. For information on any outstanding fully-vested awards, see the “OutstandingOutstanding Equity Awards at Fiscal Year End”End table. 12. Upon a change in control event with continued employment, executives are entitled to a pro-rated target bonus. The table reflects a December 31, 20172019 change in control event. Since a portion of the 20172019 bonus is earned as of December 31, 2017,2019, the Cash Compensation/Severance row includes the excess (if any) of the full-year target bonus over the amount actually awarded for the year. No performance share values are included in the Change In Control column because performance results are determined and approved by the CMDC in February 2018. 2020. 13. Executives are entitled to two yearsyears’ salary and a pro-rated target bonus upon a change in control and qualifying termination. The table reflects a December 31, 20172019 event. Since a portion of the 20172019 bonus is earned as of December 31, 2017,2019, the Cash Compensation/Severance row includes the excess (if any) of the pro-rated target bonus over the amount actually earned for the year. Agreements separately provide for a bonus component of the severance benefit. For all NEOs, this is based on a 2x multiple of a 3-year average bonus or the target bonus if target is more favorable, for post-change in control termination. No reductionsThe severance benefits shown for Mr. Beck for a post-change in control termination have been reduced by $780,808 to the 2017 amounts were necessary as no calculated amounts were in excess of the largest allowable after-tax payments. payment. 14. No pro-rated bonus is due to the executives as of December 31, 2017 as none of the NEOs were eligible to retire. Equity awards only allow for retirement treatment if an executive retires at or after attaining age 62 with at least five years of service for awards granted prior to 2016 or after attaining age 55 with at least 10 years of service for(for awards granted during or after 2016. 2016). Proration is based on days worked in performance period for performance shares and days worked since grant date for other equity awards. Retirement-eligible employees are also entitled to a pro-rated payout under the Annual Incentive Plans. Messrs. Dempsey and Stephens were retirement eligible as of December 31, 2019. Transition and Separation Agreement – Mr. Berklas Mr. Berklas and the Company entered into a transition and separation agreement, dated June 15, 2017 (Separation Agreement) regarding (1) Mr. Berklas’ provision of transition services between June 16 and August 11, 2017, when Mr. Berklas ceased to be employed by the Company, and (2) Mr. Berklas’ separation from the Company. In 2017, Mr. Berklas received payments under the Company’s Executive Separation Pay Plan in the aggregate amount of $161,282. Mr. Berklas was not eligible for a cash incentive award for 2017 under the terms of the Annual Incentive Plan. Mr. Berklas’ participation in the RSP ended at the time of his separation from employment and any unvested or potential future benefits were cancelled at that time. In 2017, Mr. Berklas also received an offer of outplacement services valued at up to $15,000. Notice of Mr. Berklas’ separation from the Company was filed in a Form 8-K with the SEC on June 13, 2017. See the Summary Compensation Table for more details regarding the amounts paid and payable to Mr. Berklas in connection with the Separation Agreement. 20172019 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (Annual(the “Annual Total Compensation)Compensation”) of our median employee and the Annual Total Compensation of our CEO. For 2017,2019, our last completed fiscal year: ● the median of the Annual Total Compensation of all our employees (other than our CEO), was $61,522;$65,471 and ● the Annual Total Compensation of our CEO was $8,506,969.$8,254,192. Table of Contents Accordingly, the ratio of our CEO’s Annual Total Compensation to the median employee’s Annual Total Compensation was 138126 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. ToTable of Contents As permitted by the SEC rules, the median employee utilized for 2019 is the same employee identified for 2017 and 2018 because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to this pay ratio disclosure. In particular, we have determined that the inclusion of 53 employees related to our 2018 acquisition of Industrial Gas Springs Group Holdings Limited and 267 employees related to our 2018 acquisition of Gimatic S.r.l. (in each case, excluded under Instruction 7 to Item 402(u) of Regulation S-K in our 2019 proxy statement), which represent approximately 5% of our total employee population, would not significantly change this pay ratio disclosure. Finally, there have been no changes in the original median employee’s circumstances that the Company reasonably believes would result in a significant change to its prior pay ratio disclosure. For 2017, to identify the median employee of our workforce, we used the following methodology and material assumptions and estimates: ● asAs of October 1, 2017, the date we selected to identify the median employee, our employee population consisted of approximately 5,400 individuals. ● weWe selected base salary / wages and overtime pay, plus actual annual cash incentive compensation (annual bonus) paid through October 1, 2017 as the compensation measure. We annualized the compensation of employees to cover the full calendar year, and also annualized pay for new hires in 2017. After identifyingUsing the same median employee, we then calculated that employee’s compensation for 20172019 under Item 402(c)(2)(x) of Regulation S-K, resulting in the Annual Total Compensation shown above. The Annual Total Compensation of our CEO shown above reflects the amount reported for Mr. Dempsey in the “Total” column for 20172019 in the Summary Compensation Table included in this proxy statement. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table sets forth information regarding securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2017.2019. Plan Category            Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights            Weighted-average Exercise Price of Outstanding Options, Warrants and Rights            Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column a) (a) (b) (c) Equity Compensation Plans Approved by Security Holders 1,224,2751 33.152 5,628,9503 Barnes Group Inc., Stock and Incentive Award Plan (2014 Plan) Employee Stock Purchase Plan (ESPP) 277,671 Non-Employee Director Deferred Stock Plan, As Further Amended 36,000 Total 1,260,275 5,906,621 Plan Category        Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights        Weighted-average Exercise Price of Outstanding Options, Warrants and Rights        Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column a) (a) (b) (c) Equity Compensation Plans Approved by Security Holders: Barnes Group Inc. Stock and 1,147,3031  $45.352  3,540,7393  Incentive Award Plan (2014 Plan) Employee Stock Purchase Plan 260,831  (ESPP) Non-Employee Director Deferred 33,600  Stock Plan, As Further Amended Total 1,180,903  3,801,570  1. Included in this amount are 274,197231,571 shares reserved for RSU awards, 284,286222,587 shares reserved for PSAs assuming target performance, and 46,36473,030 shares reserved for PSAs assuming above target performance. 2. Weighted-average exercise price excludes 558,810454,158 shares for restricted stockrelated to RSU and PSA awards with a zerowhich do not have an exercise price. 3. The 2014 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 2.84:1. Table of Contents STOCK OWNERSHIP STOCK OWNERSHIP Security Ownership Of Certain Beneficial Owners As of March 1, 2018,2020, the individuals and institutions set forth below are the only persons known by us to be beneficial owners of more than 5% of the outstanding shares of Common Stock:       BlackRock Inc.       Bank of America Corporation       Vanguard Group Inc.       Dimensional Fund Advisors LP       Mr. Thomas O. Barnes        BlackRock Inc.        Bank of America Corporation        The Vanguard Group Inc.        Dimensional Fund Advisors LP        Wasatch Advisors, Inc.        Mr. Thomas O. Barnes Common Stock 6,292,106 4,944,591 4,756,577 3,394,567 2,955,254 7,222,419 4,551,920 4,972,036 3,055,938 4,320,339 2,846,734* Percent of Common Stock 11.7% 9.22% 8.87% 6.33% 5.56% Percent of common stock 14.2% 9.00% 9.80% 6.03% 8.50% 5.60% Sole voting power 6,178,105 none 60,120 3,309,711 2,955,254 * 7,109,158 none 52,039 2,994,580 4,320,339 2,846,734 Shared voting power none 4,943,364 6,632 none none none 4,548,977 7,614 none none none Sole investment power 6,292,106 none 4,693,493 3,394,567 934,417 7,222,419 none 4,918,239 3,055,938 4,320,339 957,570 Shared investment power none 4,943,819 63,084 none 2,020,837 none 4,551,909 53,797 none none 1,889,164 * Includes 12,000 shares Mr. T. Barnes has the right to receive under the Non-Employee Director Deferred Stock Plan. The foregoing information is based solely on a Schedule 13G/A filed by BlackRock, Inc., 55 East 52nd Street, New York, NY 1005,10055, with the SEC on January 19, 2018;February 4, 2020; Schedule 13G/A filed by Bank of America Corporation, (BoA), Bank of America Corporate Center, 100 N Tryon Street, Charlotte, NC 28255, with the SEC on February 13, 2018;14, 2020; Schedule 13G/A filed by The Vanguard Group Inc., 100 Vanguard Blvd., Malvern, PA 19355, with the SEC on February 12, 2018;2020; Schedule 13G13G/A filed by Dimensional Fund Advisors LP, Building One, 6300 Bee Cave Road, Austin, TexasTX 78746, with the SEC on February 9, 201812, 2020; Schedule 13G/A filed by Wasatch Advisors, Inc., 505 Wakara Way, Salt Lake City, UT 84108, with the SEC on February 10, 2020; and Company records for Mr. T. Barnes, 123 Main Street, Bristol, CT 06010. Security Ownership Of Directors And Executive Officers As of March 1, 2018,2020, each of our directors and NEOs and all directors and executive officers as a group beneficially owned the number of shares of Common Stock shown below. The number of shares reported as beneficially owned has been determined in accordance with Rule 13d-3 under the Exchange Act. Directors Amount and Nature of Beneficial Ownership1 Percent of Common Stock          Amount and Nature of Beneficial Ownership1         Percent of Common Stock Thomas O. Barnes       2,955,254       5.56% 2,846,734 5.60% Elijah K. Barnes 34,372 0.06% 40,082 0.08% Gary G. Benanav 62,738 0.12% Richard J. Hipple 1,554 0.00% 6,602 0.01% Thomas J. Hook 3,968 0.01% 7,468 0.01% Daphne E. Jones 840 0.00% Mylle H. Mangum 19,510 0.04% 21,291 0.04% Hans-Peter Männer 402,776 0.76% 406,358 0.80% Hassell H. McClellan 17,256 0.03% 17,856 0.04% William J. Morgan 40,599 0.08% 44,099 0.09% Anthony V. Nicolosi 1,344 0.00% 4,844 0.01% JoAnna L. Sohovich 8,522 0.02% 12,022 0.02% Total 3,547,893 6.68% 3,408,196 6.70% Officers Amount and Nature of Beneficial Ownership1 Percent of Common Stock Amount and Nature of Beneficial Ownership1 Percent of Common Stock Patrick J. Dempsey 532,118 1.04% Christopher J. Stephens, Jr. 142,797 0.28% Michael A. Beck 10,271 0.02% 54,169 0.11% Patrick J. Dempsey 365,906 0.69% Dawn N. Edwards 96,777 0.18% Scott A. Mayo 37,831 0.07% Christopher J. Stephens, Jr. 117,483 0.22% James P. Berklas2 1,040 Peter A. Gutermann 2,457 0.00% Patrick T. Hurley, Ph.D. 0 0.00% Total 629,308 1.18% 731,541 1.43% Current directors & executive officers as a group (19)2 4,212,079 7.93% Amount and Nature of Beneficial Ownership1 Percent of Common Stock Current directors & executive officers as a group (18) 4,257,560 8.37% 1.1. The named person or group has sole voting and investment power with respect to the shares listed in this column, except as set forth in this note. 2. Mr. Berklas separated from employment with the Company on August 11, 2017. Table of Contents Mr. T. Barnes has sole voting power with respect to 2,955,2542,846,734 shares; sole investment power with respect to 934,417957,570 shares, and shared investment power with respect to 2,020,8371,889,164 shares. Of the shares of Common Stock owned by Mr. T. Barnes, 100,000 shares are pledged. The shares listed for Messrs. Beck, Dempsey, Mayo andGutermann, Stephens, and Ms. EdwardsHurley and all directors and executive officers as a group include 8,370; 150,421; 17,619; 30,669; 27,60233,607; 208,207; 2,039; 51,202; 0; and 241,149331,590 shares, respectively, which they have the right to acquire within 60 days after March 1, 2018.2020. The shares listed for Messrs. T. Barnes, Dempsey and Stephens, and Ms. Edwards and all directors and executive officers as a group include 34,961; 4,109; 2,012; 15,1754,159; 2,270; and 56,26122,722 shares, respectively, over which they have shared investment power. These shares are held under the Company’s Retirement Savings Plan. As a former employee director, Mr. T. Barnes held shares in the Retirement Savings Plan until May 2019 at which time 34,002 shares were transferred out of the Retirement Savings Plan into an IRA and are now included in his direct holdings. Non-employee directors are not eligible to participate in the Retirement Savings Plan. The shares listed for Messrs.Mr. T. Barnes Benanav and Ms. Mangum include 12,000 shares that each of them has the right to receive under the Non-Employee Director Deferred Stock Plan described in “Deferred Compensation” on page 21.18. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a)The Compensation Committee is comprised entirely of independent directors. During 2019, no member of the Securities Exchange ActCompensation Committee had a relationship with the Company or any of 1934 requires that our subsidiaries, other than as directors and stockholders, and no member was an officer or employee of the Company or any of our subsidiaries, a participant in a related person transaction or an executive officer of another entity, where one of our executive officers and beneficial ownersserves on the board of 10%directors that would constitute a related person transaction or moreraise concerns of our Common Stock file reports with the SEC concerning their ownership, and changes in their ownership, of our Common Stock. Based on our review of reports filed with the SEC and written representations from our directors and executive officers, we had two late Form 4s to report open market sales of common stock for Mr. T. Barnes, Chairman of the Board, due to an administrative error.a Compensation Committee interlock. RELATED PERSON TRANSACTIONS Table of Contents RELATED PERSON TRANSACTIONS Policies And Procedures For Related Person Transactions The Company has a written policy regarding related person transactions. The policy covers all related person transactions or series of similar transactions. All related person transactions are to be in the best interests of the Company and its stockholders and, unless different terms are specifically approved or ratified by the Corporate Governance Committee, must be on terms that are no less favorable to usthe Company than would be obtained in a similar transaction with an unaffiliated third party under the same or similar circumstances. The Corporate Governance Committee may consider the following: ● Thethe extent of the related person’s interest in the transaction; ● Whetherwhether the transaction would create an actual or apparent conflict of interest; ● Thethe availability of other sources or comparable products or services, if applicable; ● Whetherwhether the item is generally available to substantially all employees, if applicable; ● Thethe benefit to the Company; and ● Thethe aggregate value of the transaction. Our General Counsel is responsible for reviewing all related person transactions and taking all reasonable steps to ensure that all “material” related person transactions (those required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC) are presented to the Corporate Governance Committee for pre-approval or ratification in its discretion. Each director and executive officer is responsible for promptly notifying our General Counsel of any related person transaction in which such director or executive officer may be directly or indirectly involved as soon he or she becomes aware of a possible transaction. Table of Contents For related person transactions that are not material, our General Counsel is to determine whether the transaction is in compliance with the policy. If a non-material related person transaction involves the General Counsel, the Chief Financial Officer assumes the responsibilities of the General Counsel with respect to the policy. Related Person Transactions For 20172019 In 1999, the Company entered into collateral assignment split dollar life insurance agreements (Agreements), which replaced similar agreements that had been entered into in 1985, with our current Chairman of the Board and his sister. The insured under the policies is the father of our current Chairman of the Board. The current beneficiaries under the policies are our current Chairman and his sister. The AgreementsThere were originally entered into when our current Chairman’s father was the Company’s chief executive officer and chairman of the board, and they were customary at the time. Since 1985, the Company has paid an annual premium of $49,500no related person transactions for each policy as required under the Agreements. Upon termination of the Agreements or death of the insured, the Company is entitled to the greater of the aggregate premiums paid or the cash value of the policies. As of December 31, 2017, the death benefit of each policy was $3,667,930. The aggregate premiums paid by the Company for each policy was $1,764,844 and the cash value of each policy was $1,778,517.2019. Table of Contents AUDIT MATTERS AUDIT MATTERS Audit Committee Report The Audit Committee of the Board of Directors is comprised of independent Directorsdirectors functioning in accordance with a written charter adopted and approved by the Board of Directors, and reviewed regularlyat least annually by the Audit Committee. The Board of Directors has ultimate authorityCommittee and responsibility for effective corporate governance, includingavailable on the role of oversight of Company management.Company’s website. As provided in its charter, the Audit Committee’s purpose is to assist the Board of Directors in fulfilling itsspecified responsibilities, toincluding oversight of the Company and its stockholders by overseeing the Company’s accounting policies and internal controls,process for external financial reporting process and practices and legal and regulatory compliance.reporting. The Audit Committee relies on the expertise and knowledge of management and the Company’s independent registered public accounting firm in carrying out its oversight responsibilities. The Board of Directors has made an affirmative determination that each member of the Audit Committee is independent under the SEC and NYSE rules applicable to audit committee members and otherwise in accordance with its charter and the Company’s corporate governance principles.members. Further, the Board of Directors has made an affirmative determination that in light of their respective backgrounds and experiences, each member of the Audit Committee meets the financial literacy requirements for service to the Audit Committee.Committee and at least one member is an “audit committee financial expert” as such term is defined in the SEC rules. Through regularly scheduled meetings, the Audit Committee facilitates open communication amongwith the Board of Directors, Company management and the Company’s independent and internal auditors. Management has the primary responsibility for establishing and maintaining effective systems of internal and disclosure controls for preparing financial statements and for the public reporting process. The Company’s independent registered public accounting firm for 2017,2019, PricewaterhouseCoopers LLP (PwC), was responsible for expressing opinions on the conformity of the Company’s audited financial statements for the year ended December 31, 20172019 with generally accepted accounting principles and on the effectiveness of internal controlscontrol over ourthe Company’s financial reporting. With respect to the fiscal year ended December 31, 2017,2019, the Audit Committee, among other things: oversaw compliance with legal ● discussed with the Company’s internal auditor and PwC the overall scope and plans for their respective audits, and ● reviewed and discussed with management, internal audit, and PwC the Company’s: (i) financial reporting process, (ii) internal control over financial reporting as required by Section 404 of the Sarbanes-Oxley Act, (iii) the audited financial statements, (iv) management’s report on the operating effectiveness of internal control over financial reporting, and (v) PwC’s audit report and attestation report on the Company’s internal control over financial reporting included in the Company’s Annual Report on Form 10-K. This review and regulatory requirements; revieweddiscussion included a discussion of the quality and discussed with management and PwCacceptability of the Company’saccounting principles, the reasonableness of significant judgments, the clarity of disclosures in the financial statements and, financial reporting process, includingwith regard to PwC, the audited financial statements included in the Company’s Annual Report on Form 10-K; discussed with PwC theadditional matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard (AS) No. 1301; and1301. The Audit Committee reviewed and discussed the qualifications, performance and independence of PwC. In addition,conjunction with the review of PwC’s independence, the Audit Committee received from PwC the written disclosures and letter required by PCAOB’s Rule 3526, Communication with Audit Committees Concerning Independence.Independence, and discussed with PwC the firm’s independence from the Company and management, including among other things, the compatibility of non-audit services with maintaining PwC’s independence. Based on the foregoing discussions and reviews, the Audit Committee has satisfied itself that PwC’s provision of non-audit services is compatible with PwC’s conclusion regarding their independence. Table of Contents Based on the reviews and discussions described above, the Audit Committee recommended to ourthe Board of Directors and the Board of Directors approved inclusion of the audited financial statements for the fiscal year ended December 31, 2017,2019 in ourthe Company’s Annual Report on Form 10-K for 20172019 filing with the SEC. THE AUDIT COMMITTEE The Audit Committee William J. Morgan, Chair Hans-Peter Männer Thomas J. Hook Elijah K. Barnes Hassell H. McClellan Anthony V. Nicolosi Daphne E. Jones Table of Contents Principal Accounting Fees And Services The following table summarizes the fees for professional services provided by PricewaterhouseCoopers LLP for the years ended December 31, 20172019 and 2016:2018: Type of Fees       2017       2016 2019 2018 Audit Fees1 $2,402,015 $2,228,175        $ 2,626,718        $ 3,063,806 Audit-Related Fees2 766,075 776,000 775,550 1,113,000 Tax Fees3 808,510 862,371 347,704 813,806 All Other Fees4 2,000 2,000 1,800 1,800 Total Fees 3,978,600 3,868,546 3,751,772 4,992,412 1. Fees for services provided for the integrated audit of the Company’s annual consolidated financial statements and internal controls over financial reporting and reviews of consolidated financial statements included in the Company’s Form 10-Qs for the respective years as well as for services provided for statutory and regulatory filings.filings for the respective years. Fees for 2018 include additional audit services related to acquisitions and the 2018 adoption of the new revenue recognition standard. 2. Fees for services related to due diligence the Company’s adoption of the new revenue recognition standard and audits of employee benefit plans. 3. Fees for tax compliance advice and planning services including assistance with international compliance requirements and domestic and international consulting and planning services. 4. Fees for products and services not reported above; includes the license fees for PricewaterhouseCoopers LLP’s online research software Inform. Proposal 3 – Ratify The Selection Of PricewaterhouseCoopers LLP As The Company’s Independent Auditor For 20182020 The Audit Committee of the Board has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year endedending December 31, 2018.2020. Although not required by the Company’s Charter or Bylaws, the Company has determined to ask stockholders to ratify this selection as a matter of good corporate practice. If the appointment of PricewaterhouseCoopers LLP is not ratified, the Audit Committee will consider the stockholders’ vote when determining whether to continue the firm’s engagement, but may ultimately determine to continue the engagement of the firm or another audit firm without re-submitting the matter to stockholders. Even if the appointment of PricewaterhouseCoopers LLP is ratified, the Audit Committee may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent registered public accounting firm at any time during the year if it determines that such an appointment would be in the best interests of our Company and our stockholders. A representative of PricewaterhouseCoopers LLP is expected to be present at the meeting, have the opportunity to make a statement, if desired, and be available to respond to appropriate questions. The Board recommends a vote FOR this Proposal. Table of Contents VOTING INFORMATION VOTING INFORMATION Who Can Vote Only stockholders of record at the close of business on March 8, 201813, 2020 will be entitled to vote at the 20182020 Annual Meeting. As of March 8, 2018,13, 2020, the Company had 53,088,52150,763,472 outstanding shares of common stock, par value $.01 per share (Common Stock), each of which is entitled to one vote. Voting Your Shares You can vote your shares either by proxy or in person at the 20182020 Annual Meeting. If you choose to vote by proxy, you can do so in one of three ways:ways, as follows. VOTE BY PHONEVote by Phone - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern TimeE.T. the day prior to the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY INTERNETVote by Internet -www.proxyvote.com or scan the QR Barcode (left) Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern TimeE.T. the day prior to the meeting date. Have your proxy card in hand when you access the web sitewebsite and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY MAILVote 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. If you vote by internetInternet 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. Revocation Of Proxy A stockholder who executes and delivers a proxy may revoke it at any time before it is exercised by voting in person at the 20182020 Annual Meeting, by delivering a subsequent proxy, by notifying the inspectors of the election in person or in writing or, if previous instructions were given through the internet or by telephone, by providing new instructions by the same means. Quorum For the business of the 20182020 Annual Meeting to be conducted, a minimum number of shares constituting a quorum must be present. The holders of a majority of the outstanding shares of Common Stock entitled to vote at the 20182020 Annual Meeting must be present in person or represented by proxy at the 20182020 Annual Meeting to have a quorum. Shares represented at the meeting by proxies including abstentions and broker non-votes are treated as present at the meeting for purposes of determining a quorum. Table of Contents Voting Standards And Board Recommendations Voting Item Voting Standard Board Recommendation 1. Election of 12 directors Affirmative vote of a majority of shares of Common Stock represented in person or by proxy and entitled to vote on the matter. Proxies may not be voted for more than the number of nominees named by the Board. For 2. Advisory vote for the resolution to approve the Company’s executive compensation Affirmative vote of a majority of shares of Common Stock represented in person or by proxy and entitled to vote on the matter. For 3. Ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent auditor for 20182020 Affirmative vote of a majority of shares of Common Stock represented in person or by proxy and entitled to vote on the matter. For Broker Non-votes A broker non-vote occurs when a stockholder who holds his or her shares through a bank or brokerage firm does not instruct that bank or brokerage firm how to vote the shares and, as a result, the broker is prevented from voting the shares held in the stockholder’s account on certain proposals. Under applicable NYSE rules, if you hold your shares through a bank or brokerage firm and your broker delivers the Notice of Internet Availability or the printed proxy materials to you, the broker has discretion to vote on “routine” matters only. Of the matters to be voted on as described in this proxy statement, only the ratification of the selection of our independent registered public accounting firm is considered “routine” and therefore eligible to be voted on by your bank or brokerage firm without instructions from you. Effect Of Broker Non-votes And Abstentions Abstentions and broker non-votes are not counted as votes cast and thus will not have an effect on the outcome of Proposal 1 (election of directors). In voting onAbstentions will have the effect of a vote against Proposal 2 (executive compensation) and Proposal 3 (independent auditor), abstentions will have the effect of votes against the proposals andwhile broker non-votes will not have anno effect on the outcome of the vote.vote on Proposal 2 (executive compensation). There will not be any broker non-votes for Proposal 3 (independent auditor). Participants In The Barnes Group Inc. Retirement Savings Plan You must provide the trustee of the Barnes Group Inc. Retirement Savings Plan with your voting instructions in advance of the meeting. You may do so by returning your voting instructions by mail, or submitting them by telephone or electronically, using the internet. You cannot vote your shares in person at the 20182020 Annual Meeting; the trustee is the only one who can vote your shares. The trustee will vote your shares as you have instructed. Except as otherwise required by law, if the trustee does not receive your instructions, the trustee will vote your shares in the same proportion on each issue as it votes those shares for which it has received voting instructions. To allow sufficient time for voting by the trustee, your voting instructions must be received by 11:59 p.m. Eastern Time (ET)P.M. E.T. on May 1, 2018.5, 2020. Table of Contents DOCUMENT REQUEST INFORMATION DOCUMENT REQUEST INFORMATION E-Proxy Process According to the rules of the Securities and Exchange Commission (the SEC), instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we are furnishing our proxy materials (proxy statement for the 20182020 Annual Meeting, the proxy card and the 20172019 Annual Report to Stockholders) by providing access to these materials on the internet. A Notice of Meeting and Internet Availability of Proxy Materials will be mailed to stockholders on or about March 23, 2018.27, 2020. We are providing this notice in lieu of mailing the printed proxy materials and instructing stockholders as to how they may: (1) access and review the proxy materials on the internet; (2) submit their proxy; and (3) receive printed proxy materials. Stockholders may request to receive printed proxy materials by mail or electronically by e-mail on an ongoing basis at no charge by following the instructions in the notice. A request to receive proxy materials in printed form by mail or by e-mail will remain in effect until such time as the submitting stockholder elects to terminate it. Stockholders Requesting Copies Of 20172019 Annual Report Stockholders may request and we will promptly mail without charge a copy of the 20172019 Annual Report by writing to: Manager, Stockholder Relations, Legal Services, Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010. Householding Of Annual Meeting Materials Some banks, brokers, broker-dealers and other similar organizations acting as nominee record holders may be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of this proxy statement and the 20172019 Annual Report may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of a proxy statement or annual report for other stockholders in your household, either now or in the future, please contact your bank, broker, broker-dealer or other similar organization serving as your nominee. Upon written or oral request to Legal Services, Barnes Group Inc., 123 Main Street, Bristol, Connecticut 06010, or via telephone to the Investor Relations department at (800) 877-8803, we will promptly provide separate copies of the 20172019 Annual Report and/or this proxy statement. Stockholders sharing an address who are receiving multiple copies of this proxy statement and/or the 20172019 Annual Report and who wish to receive a single copy of these materials in the future will need to contact their bank, broker, broker-dealer or other similar organization serving as their nominee to request that only a single copy of each document be mailed to all stockholders at the shared address in the future. Other Matters The Board does not know of any matters to be presented for consideration at the meeting other than the matters described in Proposals 1, 2, and 3 of the Notice of 20182020 Annual Meeting. However, if other matters are presented, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their judgment. All shares represented by the accompanying proxy, if the proxy is given before the meeting, will be voted in the manner specified therein. Table of Contents Stockholder Recommended Director Candidates The Corporate Governance Committee will consider director candidates recommended by stockholders of the Company. The Corporate Governance Committee evaluates stockholder-recommended candidates in the same manner as all other candidates. Any stockholder wishing to submit a recommendation should do so in writing addressed to: Chairperson, Corporate Governance Committee c/o Senior Vice President, General Counsel and Secretary Barnes Group Inc. 123 Main Street Bristol, Connecticut 06010 Table of Contents Stockholder recommendations must comply with the information requirements of the notice provisions contained in the Company’s Bylaws in order to be considered. Letters recommending a director candidate must include, among other things, the stockholder’s name, address, and stock ownership information (if the stockholder is not the registered holder of shares, a written statement from the record holder of shares (e.g., a broker or bank) verifying the stockholder’s beneficial ownership must be provided); the stockholder’s opinion as to whether the recommended candidate meets the definition of “independent” under the Company’s Corporate Governance Guidelines and is “financially literate” as contemplated by the NYSE rules; a description of all agreements, arrangements and understandings between the nominee and any other person regarding the nomination by such stockholder, and any direct or indirect interest of such stockholder in any contract with the Company, any affiliate of the Company or any principal competitor of the Company; and the other disclosure requirements set forth in Section 7 of Article II of the Bylaws. The recommendation letter must also include similar information regarding the director candidate and other information, if any, that would be required to be disclosed with regard to a nominee for director in the solicitation of proxies for election of directors under federal securities laws, and the stockholder must include a completed questionnaire, representation and agreement signed by the candidate (which are provided by the Secretary of the Company upon written request). Stockholder nominations must also comply with the deadlines for submitting director nominations set forth in the Company’s Bylaws. A summary of these procedures is set forth below under the caption “Stockholder Proposals for 20192021 Annual Meeting”.Meeting.” Table of Contents STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING STOCKHOLDER PROPOSALS FOR 2021 ANNUAL MEETING A proposal for action to be presented by any stockholder at the 20192021 Annual Meeting of Stockholders will be acted upon only: If the proposal is to be included in the proxy statement and form of proxy, the proposal is received at the Company’s Office of the Secretary at the address below on or before November 23, 2018;27, 2020; or If the proposal is not to be included in the proxy statement, or to nominate candidates for election as directors, it must be in accordance with our Bylaws, which provide that they may be made only by a stockholder of record as of the date such notice is given and as of the date for determination of stockholders entitled to vote at such meeting, who shall have given notice of the proposed business or nomination which is received by us between December 6, 20189, 2020 and January 5, 2019. 8, 2021. The notice must contain, among other things, the name and address of the stockholder, a brief description of the business desired to be brought before the 20192021 Annual Meeting, the reasons for conducting the business at the 20192021 Annual Meeting and the stockholder’s ownership of the Company’s capital stock. The requirements for the notice are set forth in the Bylaws, which are available on the Company’s website,www.BGInc.com. www.bginc.com. Stockholders may also obtain a copy by writing to the Company at: Legal Services Barnes Group Inc. 123 Main Street Bristol, Connecticut 06010 March 20, 201827, 2020 Table of Contents BARNES GROUP INC. RESOURCES The following materials are available on our website at www.bginc.com. ●Corporate Annual Reports http://www.barnesgroupinc.com/ir.barnesgroupinc.com/financials/annual-reports/default.aspx ●Leadership Team Board Committees http://www.barnesgroupinc.com/about-bgi/leadership-team.aspxir.barnesgroupinc.com/governance/committee-composition/default.aspx ●Investor Relations http://ir.barnesgroupinc.com/investor-relations/overview/default.aspx ●Annual Meeting http://s2.q4cdn.com/115332500/files/doc_downloads/annual_reports/2015/Barnes-Group-Inc.-2015-Annual-Report-(web_bmk).pdf ●Proxy Statement http://s2.q4cdn.com/115332500/files/doc_downloads/supplemental_report_2014/2016/Barnes-Group-Inc-2016-Proxy-Statement-(bookmarked).pdf ●Press Releases http://ir.barnesgroupinc.com/investor-relations/press-releases/default.aspx ●Events and Presentations http://ir.barnesgroupinc.com/investor-relations/events-and-presentations/default.aspx ●Barnes Enterprise System (BES) http://www.barnesgroupinc.com/about-bgi/barnes-enterprise-system.aspx FINANCIAL REPORTING ●Annual Reports http://ir.barnesgroupinc.com/investor-relations/financial-reports/annual-reports/default.aspx ●SEC Filings http://ir.barnesgroupinc.com/investor-relations/financial-reports/sec-filings/default.aspx ●Quarterly Reports http://ir.barnesgroupinc.com/investor-relations/financial-reports/quarterly-reports/default.aspx GOVERNANCE ●Board of Directors http://www.barnesgroupinc.com/about-bgi/board-of-directors.aspxir.barnesgroupinc.com/governance/board-of-directors/default.aspx ●Communicating Concerns to Directors https://www.compliance-helpline.com/welcomepagebarnesgroup.jsp ●Audit Committee http://ir.barnesgroupinc.com/investor-relations/corporate-governance/committee-composition/audit-committee/default.aspx ●Compensation and Management Development Committee http://ir.barnesgroupinc.com/investor-relations/corporate-governance/committee-composition/compensation-and-management/default.aspx ●Corporate Governance Committee http://ir.barnesgroupinc.com/investor-relations/corporate-governance/committee-composition/corporate-governance-committee/default.aspx ●Executive Committee http://ir.barnesgroupinc.com/investor-relations/corporate-governance/committee-composition/executive-committee/default.aspx ●Company Bylaws http://s2.q4cdn.com/115332500/files/doc_downloads/Barnes/ Laws-Effective-7-28-2016.pdf ●Certificate of Incorporation http://s2.q4cdn.com/115332500/files/doc_downloads/Barnes/Restated-Certificate-of-Incorporation-05032013.pdf ●Corporate Governance Guidelines http://ir.barnesgroupinc.com/investor-relations/corporate-governance/committee-composition/executive-committee/default.aspx ●Code of Business Ethics and Conduct http://s2.q4cdn.com/115332500/files/doc_downloads/code_of_business/2015/Code-of-Conduct-English-compressed.pdf ●Corporate Social Responsibility Report http://www.barnesgroupinc.com/about-bgi/corporate-social-responsibility.aspx ●Political Activity Policy http://s2.q4cdn.com/115332500/files/doc_downloads/Governance/Barnes-Group-Political-Activity-Policy-December-2015.pdf ●Conflict Minerals Policy http://s2.q4cdn.com/115332500/files/doc_downloads/Governance/Conflict-Minerals-Policy.pdf ●California Transparency in Supply Chains Act Disclosure http://s2.q4cdn.com/115332500/s24.q4cdn.com/605164115/files/doc_downloads/Governance/doc_govs/California-Transaparency-in-Supply-Chains-Act.pdf STOCK INFORMATIONCertificate of Incorporation http://s24.q4cdn.com/605164115/files/doc_downloads/barnes_group_inc/Restated-Certificate-of-Incorporation-05032013.pdf Code of Business Ethics and Conduct ●http://ir.barnesgroupinc.com/governance/highlights/default.aspx Code of Business Ethics and Conduct for Suppliers http://s24.q4cdn.com/605164115/files/doc_downloads/doc_govs/Code-of-Business-Ethics-and-Conduct-for-Suppliers-11-6-2018.pdf Communicating Concerns to Directors http://www.compliance-helpline.com/welcomepagebarnesgroup.jsp Company Bylaws http://s24.q4cdn.com/605164115/files/doc_downloads/barnes_group_inc/By-Laws-Effective-7-28-2016.pdf Conflict Minerals Policy http://s24.q4cdn.com/605164115/files/doc_downloads/doc_govs/Conflict-Minerals-Policy.pdf Corporate http://www.barnesgroupinc.com/ Corporate Governance Guidelines http://s24.q4cdn.com/605164115/files/doc_downloads/doc_govs/Corporate-Governance-Guidelines-7-20-2017.pdf Environmental Social and Governance Report http://www.barnesgroupinc.com/about-bgi/corporate-social-responsibility.aspx Events and Presentations http://ir.barnesgroupinc.com/events-and-presentations/default.aspx Investor Relations http://ir.barnesgroupinc.com/events-and-presentations/default.aspx Leadership Team http://ir.barnesgroupinc.com/governance/executive-management/default.aspx Proxy Statements http://ir.barnesgroupinc.com/financials/proxy-statements/default.aspx Quarterly Reports http://ir.barnesgroupinc.com/financials/quarterly-results/default.aspx SEC Filings http://ir.barnesgroupinc.com/financials/sec-filings/default.aspx Stock Quote and Chart http://ir.barnesgroupinc.com/investor-relations/stock-information/stock-quote-and-chart/stock-info/default.aspx ●Historical Price Lookup http://ir.barnesgroupinc.com/investor-relations/stock-information/historical-price-lookup/default.aspx ●Dividends http://ir.barnesgroupinc.com/investor-relations/stock-information/dividends-and-splits/default.aspx Table of Contents ACRONYMS ACRONYMS AC Audit Committee MSSORP Modified Supplemental Senior Officer Retirement Plan BOD Board of Directors NEO Named Executive Officer CD&ABOD Compensation Discussion and Analysis Board of Directors NYSE New York Stock Exchange CGCD&A Corporate Governance Committee Compensation Discussion and Analysis OM Operating Margin CMDC orCG Compensation and Management Development Committee Corporate Governance Committee PCAOB Public Company Accounting Oversight Board CMDC or Compensation Committee CPP Consolidated Pension Plan Compensation and Management Development Committee PLBP Performance-Linked Bonus Plan DC Plan Deferred Compensation Plan PSAs Performance Share Awards DWC Days Working Capital RBEP Retirement Benefit Equalization Plan EBITDA Earnings Before Interest, Taxes, Depreciation and Amortization ROIC Return on Invested Capital EGTLIP Executive Group Term Life Insurance Program RSUs Restricted Stock Units ELIP Enhanced Life Insurance Program SEC Securities and Exchange Commission EPS Earnings Per Share SEELIP Senior Executive Enhanced Life Insurance Program ESPP Employee Stock Purchase Plan CPP Consolidated Pension Plan MSSORP Modified Supplemental Senior Officer Retirement Plan TSR Total Shareholder Return MICP Management Incentive Compensation Plan Table of Contents Corporate Office 123 Main Street Bristol, CT 06010-6376 USA BGInc.com Table of Contents 123 MAIN STREET BRISTOL, CT 06010 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET -www.proxyvote.comor scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day prior to the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day prior to the 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E36643-P01094 E92973-P35293           KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. BARNES GROUP INC. Vote on Directors The Board of Directors recommends you vote FOR all of the following director nominees:   1.   1. Election of Directors For Against Abstain     Nominees:             1a. Thomas O. Barnes ☐ ☐ ☐ ☐               1b. Elijah K. Barnes ☐ ☐ ☐ ☐ 1c. Gary G. Benanav ☐ ☐ ☐         1c. Patrick J. Dempsey ☐ ☐ ☐               1d. PatrickRichard J. Dempsey Hipple ☐ ☐ ☐               1e. RichardThomas J. Hipple Hook ☐ ☐ ☐               1f. Thomas J. Hook Daphne E. Jones ☐ ☐ ☐               1g. Mylle H. Mangum ☐ ☐ ☐ ☐               1h. Hans-Peter Männer ☐ ☐ ☐ ☐               1i. Hassell H. McClellan ☐ ☐ ☐ ☐   1j. William J. Morgan ☐ ☐ ☐ ☐   1k. Anthony V. Nicolosi ☐ ☐ ☐ ☐   1l. JoAnna L. Sohovich ☐ ☐ ☐ ☐ Vote on Proposals The Board of Directors recommends you vote FOR proposal 2: For Against Abstain   2. Advisory vote for the resolution to approve the Company's executive compensation. ☐ ☐ ☐ ☐           The Board of Directors recommends you vote FOR proposal 3: For Against Abstain   3. Ratify the selection of PricewaterhouseCoopers LLP as the Company's independent auditor for 2018. 2020. ☐ ☐ ☐           NOTE:To conduct such other business that may properly come before the meeting or any adjournment thereof. For address changes and/or comments, please check this box and write them on the back where indicated. ☐ Please indicate if you plan to attend this meeting. ☐ ☐ Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.   Please indicate if you plan to attend this meeting. ☐ ☐ Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Table of Contents           Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 20172019 Annual Report are available at www.proxyvote.com.       E36644-P01094 E92974-P35293 BARNES GROUP INC. Annual Meeting of Stockholders May 4, 20188, 2019 11:00 AM This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Thomas O. Barnes and Patrick J. Dempsey, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Barnes Group Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM, Eastern Daylight Time (EDT) on May 4, 2018,8, 2020, at the DoubleTree by Hilton in Bristol, CT 06010, and any adjournment or postponement thereof. The shares represented by this proxy will be voted as directed by the undersigned stockholder(s).If no direction is given when this proxy is returned, such shares will be voted "FOR" all of the director nominees listed in proposal 1 and "FOR" proposals 2 and 3.In their discretion, the proxies are authorized to vote upon any other matter that may properly come before the meeting. This card also provides confidential voting instructions to the Trustee for shares held in the Barnes Group Inc. Retirement Savings Plan. If you are a participant and have shares of Barnes Group Inc. common stock allocated to the account under this plan, please read the following as to the voting of such shares: if you do not provide voting instructions to the Trustee by 11:59 PM EDT on May 1, 2018,5, 2020, these shares will be voted in the same manner and proportion as shares for which instructions are timely received from other plan participants. Address Changes/Comments:     Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side