Strongly Disagrees with ISS' Opinion Published Today Urges Shareholders to Vote "FOR" ONLY Air Products' Nominees on the WHITE Proxy Card LEHIGH VALLEY, Pa., Jan. 13, 2025 /PRNewswire/ -- Air Products' (NYSE: APD) Board of Directors today sent a letter to shareholders in connection with its upcoming 2025 Annual Meeting of Shareholders (the "Annual Meeting"), which will be held at 8:30 a.m. U.S. Eastern Time on January 23, 2025. All Air Products shareholders of record as of the close of business on November ...

Core Viewpoint - Institutional Shareholder Services (ISS) has recommended that Air Products shareholders vote for the election of Mantle Ridge nominees and against the current company nominees, highlighting the need for a reconstituted board to address succession planning and strategic oversight issues [1][2][3]. Group 1: Board Reconstitution and Nominees - ISS recommends shareholders vote "FOR" Mantle Ridge nominees Andrew Evans, Paul Hilal, and Dennis Reilley, and states that Tracy McKibben is well qualified to serve on the board [1][2]. - Mantle Ridge believes that a reconstituted board with its nominees would be better positioned to lead a genuine CEO succession process and create long-term value for shareholders [1][2]. - Mantle Ridge urges shareholders to vote the BLUE proxy card "FOR" all four of its nominees and "WITHHOLD" on the company nominees [1][2]. Group 2: Current Board's Performance and Issues - ISS finds that the current board has failed to properly oversee a credible succession plan and has ceded control of the CEO succession process to the current CEO, Seifi Ghasemi [1][4][5]. - The company's total shareholder return (TSR) has underperformed relative to peers since the implementation of its capital deployment strategy, raising concerns about the effectiveness of its current projects [3][5]. - The board's decision to pursue mega projects beyond its traditional business scope has led to a decline in key performance metrics and investor sentiment [5][11]. Group 3: Strategic and Operational Concerns - ISS highlights that the company's capital allocation strategy has resulted in a decline in return on capital and significant underperformance compared to peers [3][5]. - Mantle Ridge criticizes the current board's handling of strategic and operational issues, suggesting that a fresh perspective is needed to objectively evaluate the company's direction [2][11]. - The board's lack of transparency regarding project progress and challenges has contributed to investor skepticism and diminished credibility [5][11].

Core Viewpoint - Mantle Ridge LP is urging shareholders of Air Products and Chemicals, Inc. to vote for its four director nominees to enhance the company's performance and create long-term value for all stakeholders [1][3]. Group 1: Director Nominees - Mantle Ridge has nominated four highly qualified director candidates: Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley [1][3]. - The company encourages shareholders to vote the BLUE Proxy Card "FOR" these nominees and "WITHHOLD" votes for the current company nominees: Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser [1][3]. Group 2: Shareholder Engagement - Mantle Ridge beneficially owns approximately $1.3 billion of the outstanding common shares of Air Products [1]. - The firm emphasizes its commitment to working constructively with Air Products' continuing directors as part of a reconstituted board [1]. Group 3: Company Background - Mantle Ridge LP, founded in 2016, is characterized as an engaged, long-term owner-steward focused on creating durable long-term value for all stakeholders [5]. - The firm does not operate as a hedge fund or short-term investment vehicle, indicating a long-term investment strategy [5].

Glass Lewis' Recommendation - Glass Lewis recommends shareholders vote "FOR" all four of Mantle Ridge's director nominees (Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley) and "WITHHOLD" on Air Products' nominees (Charles Cogut, Lisa A Davis, Seifi Ghasemi, and Edward L Monser) [1][2] - The recommendation is based on Air Products' years of poor performance, high-cost low-visibility strategic expeditions, and a functionally vacant succession framework [3][4] Air Products' Underperformance - Air Products has generated subpar value for investors since launching its non-core capital allocation initiative [3] - The company's capital-intensive non-core strategy has led to significant value erosion for investors [3] - Air Products has disclosed multiple delays and scale revisions in its large-scale non-core projects, demonstrating an indeterminate ability to de-risk its projects [10] Mantle Ridge's Case for Change - Mantle Ridge has provided shareholders with a clear, credible, and proportionate alternative backed by suitably experienced, independent candidates [3] - Mantle Ridge's dissection of Air Products' track record is much more decisive than the company's perspective on its strategic pivot [1] - Mantle Ridge's director nominees are well-suited to address the challenges faced by Air Products, including Paul Hilal's strong familiarity with the company and industrial gas sector, Dennis Reilley's substantial industry expertise, Andrew Evans' capital allocation expertise, and Tracy McKibben's renewable energy experience [7] Air Products' Board Governance and Succession Planning - The board has overseen a faulty succession effort, with CEO Seifi Ghasemi slated to remain in an indefinite position of influence [1][3] - The board's succession process, ongoing since January 2023, is slated to take over two years to identify and appoint a single executive, underscoring Air Products' inability to develop internal talent or attract strong external candidates [10] - The board's relationship with Ghasemi has led to a muddled, slipshod succession framework, with Ghasemi potentially retaining substantial influence for an unspecified period [10] Air Products' Capital Allocation and Strategy - Air Products' board has been ineffective at executing against non-core, capital-intensive initiatives, leaving the company in a poor position to articulate an attractive value proposition or clear first-mover advantage [15] - The company's recent reformation on matters of capital allocation seems to reflect an eleventh-hour dash to burnish optics around investor engagement and strategic sobriety [10] - Air Products' board has utilized analytically dubious methodologies to claim credit for attractive trailing one-year and YTD returns [11]

Core Points - The article argues that Air Products' board nominees possess superior qualifications and recent experience in industrial gases and chemicals compared to Mantle Ridge's nominees [1][2][3] - Air Products is actively pursuing a CEO succession plan, with a timeline for announcement by March 31, 2025, countering claims of a lack of credible succession planning [9][10][12] - The company emphasizes its strong position in the clean hydrogen market, asserting that significant demand exists and its projects are strategically aligned with market needs [22][24][25] - Air Products maintains industry-leading Adjusted EBITDA margins, disputing claims of below-peer profitability [31][32] - The company refutes allegations regarding its return on invested capital (ROIC), asserting that its calculations are misrepresented by Mantle Ridge [36][38] Management and Board - Air Products' nominees, including Alfred Stern and Lisa Davis, are highlighted as having extensive and relevant experience, unlike Mantle Ridge's nominees who lack industrial expertise [1][2][3] - The board's commitment to shareholder engagement is emphasized, with multiple meetings held with significant shareholders [16][19][20] Business Strategy and Capital Allocation - Air Products is positioned to capitalize on the growing clean hydrogen market, with long-term contracts in place to support its projects [22][24][29] - The company has rejected projects that do not meet its return thresholds, demonstrating a disciplined approach to capital allocation [26] Financial Performance - Air Products reported an Adjusted EBITDA margin of 41.7% for FY2024, higher than Linde's margin of 38.2% [31] - The company achieved an 11% compound annual growth rate in Adjusted EPS from FY2014 to FY2024, countering claims of misleading growth calculations [32][33] Other Matters - The article addresses allegations against Mr. Ghasemi, clarifying that he was dismissed from a commercial dispute and emphasizing the company's achievements under his leadership [39][40][41] - Concerns regarding Mr. Reilley's past actions are raised, suggesting they disqualify him from serving on a public company board [42][46][47]

Core Viewpoint - Mantle Ridge LP is advocating for the election of its four independent director nominees to the Board of Directors of Air Products and Chemicals, Inc. to enhance the company's performance and create long-term value for shareholders [1][3]. Group 1: Director Nominees - Mantle Ridge has nominated four highly qualified independent directors: Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley, emphasizing their critical sector expertise and leadership experience [1][3]. - The company urges shareholders to vote the BLUE Proxy Card "FOR" these nominees and "WITHHOLD" votes for the incumbent directors [1][3]. Group 2: Incumbent Directors' Performance - The letter highlights the leadership failures of select incumbent directors, including Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser, attributing them responsibility for Air Products' chronic underperformance over the past five years [2][3]. - Specific issues cited include operational underperformance, flawed capital allocation and strategy, poor project execution, and inadequate management development and succession planning [1][2]. Group 3: Mantle Ridge's Background - Founded in 2016, Mantle Ridge LP is characterized as a long-term owner-steward focused on creating durable value for stakeholders, distinguishing itself from hedge funds or short-term investment vehicles [4]. - The firm has previously engaged with companies like CSX Corporation, Aramark, and Dollar Tree, indicating a history of active involvement in corporate governance [4].

LEHIGH VALLEY, Pa., Jan. 8, 2025 /PRNewswire/ -- Air Products' (NYSE:APD) Board of Directors today issued the following statement in response to Mantle Ridge's Shareholder letter, issued today:Mantle Ridge is proposing that Air Products be controlled by Mantle Ridge's hand-picked candidates for CEO and Chairman. This should be troubling to all Air Products shareholders for the following reasons: Mantle Ridge Chairman nominee Dennis Reilley has not held a management position in 18 years and would be coming i ...

Explains How Implementing Best-In-Class Linde/Praxair Operating Model Authored by Dennis Reilley Can Re-Establish a Culture of Excellence, Relentless Cost Focus, Disciplined Capital Allocation and Project Execution to Deliver Exceptional Value for Air Products' ShareholdersBelieves "Dream Team" of Dennis Reilley and Eduardo Menezes Would Bring the Specialized Skills, Deep Industry Knowledge, and Sound Judgement Necessary to Lead Air Products TodayMantle's Ridge's Four Highly Qualified Director Nominees – An ...

LEHIGH VALLEY, Pa., Jan. 7, 2025 /PRNewswire/ -- Air Products' (NYSE:APD) Board of Directors today issued the following statement: Air Products is executing on a rigorous CEO succession plan, announced long before Mantle Ridge and D.E. Shaw started advocating for succession, while refreshing its Board with two highly qualified directors at the 2025 Annual Meeting of Shareholders. The Board has clearly articulated a CEO succession plan to ensure a smooth transition between Mr. Ghasemi and his successor and h ...

Mantle Ridge's Proxy Campaign - Mantle Ridge LP, which owns approximately $1.3 billion of Air Products' common shares, has released video interviews with its four director candidates and proposed CEO candidate Eduardo Menezes [2] - The videos present the case for change at Air Products and include commentary from Ricardo Malfitano, Former Executive Vice President of Praxair, regarding Mr Menezes and Mr Reilley [3] - Mantle Ridge urges shareholders to vote the BLUE proxy card "FOR" its four director nominees - Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley - and "WITHHOLD" on the company nominees Charles Cogut, Lisa A Davis, Seifollah "Seifi" Ghasemi and Edward L Monser [4] Mantle Ridge's Background - Mantle Ridge LP is an engaged, long-term owner-steward that works closely with company boards to create durable long-term value for all stakeholders [5] - The firm has raised separate, single-investment, five-year special purpose vehicles to support its previous engagements with companies including CSX Corporation, Aramark, and Dollar Tree [5] Proxy Solicitation Details - Mantle Ridge LP and other participants have filed a definitive proxy statement and accompanying BLUE universal proxy card with the SEC for the election of its slate of director nominees at Air Products' 2025 Annual Meeting [9] - The participants in the proxy solicitation are Mantle Ridge LP, Eagle Fund A1 Ltd, Eagle Advisor LLC, Paul Hilal, Andrew Evans, Tracy McKibben and Dennis Reilley [10]