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. (NYSE: 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.
About Mantle Ridge
Founded in 2016, Mantle Ridge LP is an engaged, long-term
owner-steward that works closely and constructively with company
boards to create durable long-term value for all stakeholders. None
of Mantle Ridge's affiliated entities is a hedge fund or other
investment vehicle with a structurally short-term incentive.
Mantle Ridge engages with the expectation of maintaining an
ownership position over the very long-term. Mantle Ridge has raised
separate, single-investment, five-year special purpose vehicles to
support its previous engagements with companies including CSX
Corporation, Aramark, and Dollar Tree. For more information,
visit https://www.mantleridge.com/.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if any of the
underlying assumptions of Mantle Ridge LP and its affiliates
(collectively, "Mantle Ridge") or any of the other participants in
the proxy solicitation described herein prove to be incorrect, the
actual results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be
regarded as a representation by Mantle Ridge that the future plans,
estimates or expectations contemplated will ever be achieved.
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sourced from third parties. Mantle Ridge does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may
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or information has neither been sought nor obtained from such third
parties, nor has Mantle Ridge paid for any such statements or
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viewed as an indication of support from such third parties for the
views expressed herein. Mantle Ridge disclaims any obligation to
update the information herein or to disclose the results of any
revisions that may be made to any projected results or
forward-looking statements herein to reflect events or
circumstances after the date of such information, projected results
or statements or to reflect the occurrence of anticipated or
unanticipated events.
Investor Contact
D.F. King & Co., Inc.
Edward McCarthy
Tel: (212) 493-6952
Media Contacts
Jonathan
Gasthalter / Nathaniel
Garnick
Gasthalter & Co.
Tel: (212) 257-4170
Email: RefreshingAPD@gasthalter.com
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SOURCE Mantle Ridge LP