Air Products (APD) Board Issues Response to Mantle Ridge

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 into a company and industry that have undergone tremendous change in the last two decades, thereby rendering any "experience" that he has as stale.
  
• Mantle Ridge's choice for CEO is Eduardo Menezes, who has never been a public company CEO, only had responsibility for one region when he worked at Linde, and, as acknowledged by Mantle Ridge, was passed over for CEO at Linde.
  
• Mantle Ridge apparently has so little confidence in Mr. Menezes that it did not nominate him as a candidate for the Board and evidently believes he would only succeed if he were paired with Mr. Reilley.
  
• Mantle Ridge has made outlandish claims that Messrs. Reilley and Menezes are responsible for Linde's total shareholder return between 2000 and 2024; however, Mr. Reilley left Linde in 2007, and Mr. Menezes left Linde in 2021, and only ran part of the business for part of that time.
  
• Mantle Ridge's substandard slate also includes two other nominees, Tracy McKibben and Andrew Evans, whose credentials pale in comparison to the experience of current Board directors and are inferior to the backgrounds of Air Products' new independent director candidates, Bhavesh V. ("Bob") Patel and Alfred Stern, seasoned executives with experience leading major publicly listed industrial companies. Ms. McKibben's energy experience stems largely from running what appears to be her own small investment and consulting firm, while Mr. Evans' industry experience has been limited to the U.S.
  
• Notably, Mantle Ridge promises to bring the "highest ethical standards" to Air Products when Mr. Reilley, their candidate for Chair and half of the so-called "Dream Team," is alleged to have leaked confidential information from three public company boards while a member of those boards to a neighbor, who testified to this under oath, leading to a widely reported insider trading scandal. A leading reporter said this behavior "will be disqualifying in many investors' eyes, and it's hard to see how Mantle Ridge – which says it knew about the allegations before it nominated Reilley – got comfortable"¹. Based on this alleged conduct, the Air Products Board believes Mr. Reilley should never again sit on a public company board.
  
• Air Products' Board thoroughly vetted Mantle Ridge's director nominees, with the assistance of a leading national search firm, and both the Board and the firm found them to be inferior to our current directors and our two new nominees, Bhavesh V. ("Bob") Patel and Alfred Stern.
  
• The fact remains that Air Products, under its current Board and Mr. Ghasemi's leadership, has created $44 billion of shareholder value² and an 11% Adjusted EPS CAGR since 2014³.
  
• With Air Products shareholders supporting our nominations of Mr. Patel and Mr. Stern at the 2025 Annual Meeting, six out of nine Directors will have been first elected in the last five years. This new Board will oversee a rigorous CEO succession process already underway and has committed to providing an announcement of a new President and related timeline for CEO succession no later than March 31, 2025.

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