LEADING PROXY ADVISORY FIRM EGAN-JONES RECOMMENDS AIR PRODUCTS AND CHEMICALS, INC. SHAREHOLDERS VOTE "FOR" ALL FOUR MANTLE RIDGE DIRECTOR NOMINEES ANDREW EVANS, PAUL HILAL, TRACY MCKIBBEN, AND DENNIS REILLEY
PR Newswire
NEW YORK, Jan. 14, 2025
Egan-Jones Finds "Many Compelling Reasons to Support Mantle Ridge's Case for Change" and States that "Voting for the Mantle Ridge Nominees is in the Best Interest of the Company and its Shareholders"
Asserts "Mismanagement and the Absence of Effective Leadership" Have "Significantly Eroded Shareholder Value" and that "Mr. Seifi Ghasemi is Not the Right Leader to Unlock the Full Potential of Air Products"
Calls Out "Absence of a Clear CEO Succession Plan"
Finds "Entrenched and Unqualified CEO" Seifi Ghasemi "Seeks to Maintain Control for as Long as Possible"; Finds "Prioritizing his Self-Serving Agenda over the Shareholders' Best Interests" a "Breach of Mr. Ghasemi's and the Board's Fiduciary Duties"
Concludes it is "Confident that the Mantle Ridge Nominees Bring a Best-in-Class Skill Set, Industry Experience, and Expertise" to Air Products' Board and Reiterates Strong Belief that "Urgent Change is Necessary"
Recommends Shareholders Vote "WITHHOLD" Against All Four Company Nominees Opposed by Mantle Ridge -- Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser -- Further Reinforcing the Clear Case for Change at Air Products
Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card "FOR" All Four of its Superbly Qualified 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
View Related Materials at www.RefreshingAirProducts.com
NEW YORK, Jan. 14, 2025 /PRNewswire/ -- Mantle Ridge LP, which, together with its affiliates (collectively, "Mantle Ridge"), beneficially owns approximately $1.3 billion of the outstanding common shares of Air Products and Chemicals, Inc. $(APD)$ ("Air Products" or the "Company"), today announced that Egan-Jones Proxy Services ("Egan-Jones"), a leading independent proxy advisory firm, has recommended that Air Products shareholders vote "FOR" the election of all four of Mantle Ridge's independent director nominees -- Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley -- to the Company's Board of Directors (the "Board") at the Company's 2025 Annual Meeting of Shareholders, scheduled for January 23, 2025. Egan-Jones also recommended shareholders vote "WITHHOLD" against all four of the Company nominees opposed by Mantle Ridge -- Charles Cogut, Lisa A. Davis, Seifollah "Seifi" Ghasemi, and Edward L. Monser.
Egan-Jones joined the other two leading independent proxy advisory firms -- Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") -- in recommending that shareholders vote for much-needed change at Air Products. The verdict of all three is unanimous -- it's time for change at Air Products.
Mantle Ridge issued a statement to shareholders: "We are gratified by Egan-Jones' recommendation in support of change at Air Products. Their full-throated support for ALL FOUR of the shareholder nominees -- Messrs. Evans, Hilal, Reilley and Ms. McKibben -- underscores the extent of the Company's current dysfunction, and the great opportunity ahead for shareholders with a refreshed Board. We believe replacing the incumbent directors Messrs. Cogut, Ghasemi, Monser, and Ms. Davis with Mantle Ridge's four highly qualified, independent shareholder nominees will enable the Company to best get back on track."
Selected highlights from the Egan-Jones report are below:
With respect to Air Products' recent years of underperformance, poor track record of capital allocation, strategy, and project execution, as well as Mantle Ridge's case for change, Egan-Jones stated:
-- "We believe that voting FOR the Mantle Ridge nominees is in the best
interest of the Company and its shareholders... there are many compelling
reasons to support Mantle Ridge's case for change[.]"
-- "In our opinion, the current management team has significantly eroded
shareholder value through their unprofitable investments, resulting in
excessive cash burn and increasing debt."
-- "Under CEO Seifi Ghasemi's tenure, the management and board of Air
Products has struggled to fully realize the potential of the Company's
business lines. A key issue has been poor capital allocation and in
particular, the failure to secure offtake agreements before capital was
allocated."
With respect to the current Board's succession planning failures and entrenched Chairman & CEO Seifi Ghasemi, Egan-Jones stated:
-- "Entrenched and Unqualified CEO: The absence of a clear CEO succession
plan, along with Mr. Ghasemi's numerous statements regarding his
intention to remain as CEO, not only calls into question the integrity of
leadership but also poses a significant reputational risk to the
company."
-- "We firmly believe that Air Product's unsatisfactory performance stems in
part from mismanagement and the absence of effective leadership to guide
the Company. In our view, Mr. Seifi Ghasemi is not the right leader to
unlock the full potential of Air Products. Mr. Ghasemi has made multiple
comments indicating his intent to serve as CEO and Chairman as long as he
lives, and he has indicated no intention of stepping down."
-- "While the current Board and management claims that CEO succession is a
priority and that they have been working on a plan for years, there is
still no CEO succession plan. Mr. Ed Monser, who is the lead independent
director and chair of the Corporate Governance and Nominating Committee,
has demonstrated an inability to deliver on a CEO succession plan along
with Ms. Lisa Davis, who is chair of Management Development. Mr. Charles
Cogut has questionable independence, having served with Mr. Ghasemi at
Rockwood Holdings and having been on APD's board for 9 years. In our view,
these issues of director independence have led to a failure to form an
effective CEO succession plan."
-- "Mr. Ghasemi's desire to entrench himself at the helm demonstrates a lack
of accountability from the Board and a breach of Mr. Ghasemi's and the
Board's fiduciary duties. In our view, Mr. Ghasemi is prioritizing his
self-serving agenda over the shareholders' best interests, as he seeks to
maintain control for as long as possible."
With respect to the qualifications of Mantle Ridge's superior director nominees and proposed CEO candidate, Eduardo Menezes, Egan-Jones stated:
-- "[W]e strongly believe that urgent change is necessary. We are confident
that the Mantle Ridge nominees bring a best-in-class skill set, industry
experience, and expertise to disrupt the current underperformance at Air
Products and will ensure that the right person will be appointed to serve
as CEO."
--
-- "[Mr. Dennis Reilley] is well-known for the 'Praxair/Linde
Playbook', which emphasizes excellent execution of projects. This
strong execution is what's needed to help deliver a return on
investment for APD's shareholders."
-- "Mr. Andrew Evans brings 30 years of experience to the table in a
capital-intensive industry as a former CEO and CFO. This wealth of
experience will enable APD to allocate capital in a way that will
drive greater shareholder returns."
-- "[Mr. Paul Hilal] has had success in corporate transformations a
number of times, including at Canadian Pacific Railway, CSX,
Dollar Tree, and also formerly at Air Products & Chemicals. He
brings needed experience to the table in how to navigate these
board reconstitutions."
-- "Ms. Tracy McKibben is a current CEO and brings a wealth of
knowledge related to energy transition and environmental
technology. This experience will be a valuable asset on the board
of APD as they navigate not only their core industrial gas
business, but also their ongoing clean hydrogen projects."
-- "Mr. [Eduardo] Menezes is the former EVP at Linde and led their EMEA
region, significantly growing it under his leadership. He is an
experienced practitioner of Mr. Reilley's 'Praxair/Linde' playbook and is
well-suited to execute the nominees' vision."
To Enhance Air Products' Performance and Create the Long-Term Value that Shareholders Deserve, Mantle Ridge Urges Shareholders to Vote the BLUE Proxy Card "FOR" Mantle Ridge's Four Highly Qualified 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.
You can vote for change today using the BLUE Proxy Card, or you can vote online at the URL located on your BLUE voting instruction form using your unique Control Number.
Additional information regarding Mantle Ridge's highly qualified nominees, as well as voting instructions, may be found at www.RefreshingAirProducts.com.
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