Glass Lewis' Recommendations - Glass Lewis recommends shareholders vote "WITHHOLD" on Air Products' nominees Charles Cogut, Lisa A Davis, Seifi Ghasemi, and Edward L Monser [1] - Glass Lewis supports all four of Mantle Ridge's director nominees, stating they provide a clear, credible, and proportionate alternative [2][13] - Glass Lewis finds a compelling case for change at Air Products due to years of poor performance, high-cost strategic expeditions, and a faulty succession effort [7][13] Air Products' Performance and Governance Issues - Air Products has generated subpar value for investors due to its capital-intensive non-core strategy [7] - The board has overseen a faulty succession effort, leaving CEO Seifi Ghasemi in an indefinite position of influence [7][13] - The board's relationship with Ghasemi suggests it operates at the direction of the senior executive, undermining governance [16] - Air Products' capital allocation and execution across multiple challenged projects have been poor [9] Mantle Ridge's Nominees and Strategy - Mantle Ridge's nominees are highly qualified, with relevant industry expertise and experience in capital allocation, renewable energy, and energy transition [15] - Paul Hilal is positioned as a shareholder advocate with strong familiarity with Air Products and the industrial gas sector [15] - Dennis Reilley, former CEO of Praxair, brings substantial industry expertise and operational experience [15] - Mantle Ridge's strategy aims to restore performance, fix capital allocation missteps, and ensure long-term leadership stability [13] Air Products' Strategic and Succession Challenges - Air Products' two-pillar growth strategy has faced scrutiny due to delays, scale revisions, and an inability to de-risk projects [16] - The board's succession process, ongoing since January 2023, is criticized for its lengthy timeline and lack of clarity on Ghasemi's future role [16] - The board's recent actions appear reactive and indicative of lax legacy oversight, with disingenuous claims of credit for performance gains [19] Mantle Ridge's Position and Engagement - Mantle Ridge, an engaged long-term owner-steward, holds approximately $1.3 billion of Air Products' common shares [13] - The firm has a history of constructive engagement with companies to create durable long-term value [17] - Mantle Ridge urges shareholders to vote the BLUE proxy card "FOR" its four director nominees and "WITHHOLD" on Air Products' nominees [4][13]
LEADING PROXY ADVISORY FIRM GLASS LEWIS RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" ALL FOUR MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, TRACY MCKIBBEN, AND DENNIS REILLEY