Air Products and Chemicals(APD) Prnewswire·2025-01-10 03:01Glass Lewis' Recommendation - Glass Lewis recommends shareholders vote "FOR" all four of Mantle Ridge's director nominees (Andrew Evans, Paul Hilal, Tracy McKibben, and Dennis Reilley) and "WITHHOLD" on Air Products' nominees (Charles Cogut, Lisa A Davis, Seifi Ghasemi, and Edward L Monser) [1][2] - The recommendation is based on Air Products' years of poor performance, high-cost low-visibility strategic expeditions, and a functionally vacant succession framework [3][4] Air Products' Underperformance - Air Products has generated subpar value for investors since launching its non-core capital allocation initiative [3] - The company's capital-intensive non-core strategy has led to significant value erosion for investors [3] - Air Products has disclosed multiple delays and scale revisions in its large-scale non-core projects, demonstrating an indeterminate ability to de-risk its projects [10] Mantle Ridge's Case for Change - Mantle Ridge has provided shareholders with a clear, credible, and proportionate alternative backed by suitably experienced, independent candidates [3] - Mantle Ridge's dissection of Air Products' track record is much more decisive than the company's perspective on its strategic pivot [1] - Mantle Ridge's director nominees are well-suited to address the challenges faced by Air Products, including Paul Hilal's strong familiarity with the company and industrial gas sector, Dennis Reilley's substantial industry expertise, Andrew Evans' capital allocation expertise, and Tracy McKibben's renewable energy experience [7] Air Products' Board Governance and Succession Planning - The board has overseen a faulty succession effort, with CEO Seifi Ghasemi slated to remain in an indefinite position of influence [1][3] - The board's succession process, ongoing since January 2023, is slated to take over two years to identify and appoint a single executive, underscoring Air Products' inability to develop internal talent or attract strong external candidates [10] - The board's relationship with Ghasemi has led to a muddled, slipshod succession framework, with Ghasemi potentially retaining substantial influence for an unspecified period [10] Air Products' Capital Allocation and Strategy - Air Products' board has been ineffective at executing against non-core, capital-intensive initiatives, leaving the company in a poor position to articulate an attractive value proposition or clear first-mover advantage [15] - The company's recent reformation on matters of capital allocation seems to reflect an eleventh-hour dash to burnish optics around investor engagement and strategic sobriety [10] - Air Products' board has utilized analytically dubious methodologies to claim credit for attractive trailing one-year and YTD returns [11]