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LEADING PROXY ADVISORY FIRM ISS RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, AND DENNIS REILLEY
AIRAAR(AIR) Prnewswire·2025-01-13 18:04

Core Viewpoint - Institutional Shareholder Services (ISS) has recommended that Air Products shareholders vote for the election of Mantle Ridge nominees and against the company’s current nominees, highlighting the need for a reconstituted board to address succession planning and strategic oversight issues [1][2][3]. Group 1: Board Composition and Recommendations - 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]. - ISS advises shareholders to vote "WITHHOLD" on company nominees Seifi Ghasemi, Charles Cogut, and Edward L. Monser, emphasizing the need for change in board leadership [1][3]. - Mantle Ridge believes that a refreshed board with its nominees would be better positioned to lead a credible CEO succession process and create long-term value for shareholders [1][2]. Group 2: Performance and Strategic Concerns - Air Products has experienced material underperformance over the last five years, with a decline in return on capital and total shareholder return (TSR) significantly lagging behind peers and the broader market [3][5]. - The company's capital deployment strategy, which includes investments in coal gasification and clean hydrogen projects, has introduced risks that have negatively impacted investor sentiment and financial performance [3][5]. - ISS noted that the current board's oversight of strategy and succession planning has been inadequate, leading to a lack of a credible succession plan for the CEO position [4][5]. Group 3: CEO Succession and Governance Issues - The current board has ceded control of the CEO succession process to Ghasemi, resulting in a lack of transparency and credibility regarding succession planning [5][11]. - The board's independent members have not effectively managed the succession process, raising concerns about their ability to oversee Ghasemi's potential successor [5][11]. - Mantle Ridge argues that the removal of Ghasemi from the board would facilitate a fresh assessment of leadership and improve the timing for a CEO transition [5][11].