Air Products & Chemicals, Inc.
For the period ended Jan 28, 2026. Filed Dec 11, 2025.
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Jan 28, 2026 · Filed Dec 11, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Air Products and Chemicals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Proxy StatementWe have provided you this Notice of Annual Meeting and proxy statement because the Board of Directors (the “Board”) of Air Products and Chemicals, Inc. (the “Company” or “Air Products”) is soliciting your proxy to vote at the Company’s 2026 Annual Meeting of Shareholders to be held on January 28, 2026 (the “Annual Meeting”). This proxy statement contains information about the items to be voted on at the Annual Meeting and information about the Company. Instructions on how to access this proxy statement and our 2025 Annual Report to Shareholders (the “Annual Report”) on the Internet or paper copies of this proxy statement and the Annual Report are first being sent to shareholders on or about December 11, 2025.
LETTER FROM OUR CHAIRMAN AND VICE CHAIRMAN
December 11, 2025
Dear Shareholders,
This year was a transformative year for Air Products and marked a significant milestone in our 85-year journey as an organization. We have refocused on our traditional industrial gases business and core competencies, positioning ourselves to navigate the evolving business landscape, capitalize on new opportunities and serve the needs of our global customer base. We believe that this strategic change will enable the continued success of our Company and deliver long-term value to our shareholders.
Board Reconstitution and Integration
Over the past year, our Board has been refreshed with seven new directors. Notably, we now have seven directors with large public company experience as chief executive officer or chief financial officer, while our other directors bring deep executive leadership, corporate governance, industry, legal and finance experience to the boardroom. Our Board has the right mix of skills, experience and perspectives to guide our Company forward. Our new members bring valuable insights and expertise, while also maintaining continuity and cohesion with our longer-serving directors.
Welcoming Our New CEO
Our CEO, Eduardo Menezes, who joined us in February 2025, brings fresh ideas and a wealth of industry experience to Air Products. Having been in our industry for over 35 years, Eduardo has a proven track record of driving growth and innovation. Eduardo already has undertaken several significant initiatives related to productivity, pricing, operational excellence and disciplined capital allocation while also remaining committed to transparency for all stakeholders.
Return to Excellence and Driving Financial Results
We successfully demonstrated the strength and resilience of our core business this year. In fiscal 2025, we reported sales and adjusted operating income that were down only slightly from fiscal 2024, despite headwinds from the divestiture of our former liquefied natural gas business in September 2024, a challenging helium market and from certain project cancellations. We exceeded the midpoint of revised annual adjusted EPS guidance that was set in May 2025 shortly after
our board and management refreshment. We took steps to cancel, descope and derisk certain of our energy transition projects to focus on those with the greatest potential and for which we intend to secure strong customer commitments.
Moving forward, we expect to unlock earnings growth as a result of several key actions since the second quarter of fiscal 2025 to refocus on our core industrial gases business. Over the next few years, we are targeting high single-digit annual adjusted EPS growth, increasing adjusted operating margin and adjusted return on capital and returning cash to shareholders through growing dividends and potential share buybacks.
Future Outlook
As we look to the future, we are optimistic about the opportunities that lie ahead. We are setting challenging but achievable financial targets. Our strategic roadmap positions us well to execute on our historical strengths such as in our merchant and onsite businesses. With a strong foundation and a clear vision, we are confident that Air Products will once again accelerate adjusted EPS growth and create long-term shareholder value.
2026 Annual Meeting
On behalf of our fellow directors, we are pleased to invite you to attend the 2026 Annual Meeting of Shareholders to be held on Wednesday, January 28, 2026 at 2:00 p.m. (Eastern Time). The Annual Meeting will be held virtually as a live audio webcast, which can be accessed atwww.virtualshareholdermeeting.com/APD2026. Shareholders participating in the Annual Meeting will have the ability to submit questions during the meeting.
Thank you for your continued support and confidence in Air Products. We look forward to your participation in the 2026 Annual Meeting.
Sincerely,
| Wayne T. SmithChairman of the Board | Dennis H. ReilleyVice Chairman of the Board |
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LETTER FROM OUR CHIEF EXECUTIVE OFFICER
December 11, 2025
Dear Shareholders,
Since joining Air Products in February 2025, I have been pleased to visit many of our Company locations around the world and meet with customers, employees, investors and other stakeholders. I have been impressed with the hard work and dedication of our employees to meet the needs of our customers and deliver value for our shareholders during a year of considerable transition and transformation for our Company.
After becoming CEO earlier this year, I have worked with the Board of Directors and management to reorient our strategy toward our traditional core industrial gases business, while making prudent decisions regarding our energy transition projects, including efforts to descope and derisk the largest of these projects, and also to cancel certain projects that no longer met our investment and return criteria. In connection with these events and a changing and complex business environment, we revised our annual adjusted EPS guidance in May 2025. I am pleased to note that due to the hard work and discipline of our team, our final annual results for fiscal 2025 exceeded the midpoint of our revised guidance. These results demonstrate the strength and resilience of our core business and our potential to unlock further value in the future.
In the coming year, we intend to remain focused on the significant upside of our traditional industrial gases business including our onsite business that Air Products pioneered as well as our merchant business. We also intend to continue to optimize the performance of our large clean energy projects while maintaining capital discipline. There is a lot of work to be done, but I am confident that we are making meaningful progress and will continue to do so this coming year.
Thank you for your investment and interest in Air Products.
Sincerely,
Eduardo Menezes
Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
| Items of Business | ||
|---|---|---|
| LogisticsDATE AND TIMEWednesday, January 28, 20262:00 p.m. (Eastern Time)VIRTUAL MEETINGThe 2026 Annual Meeting of Shareholders will be conducted virtually at:www.virtualshareholdermeeting.com/APD2026Procedures for attending and participating in the virtual meeting are explained on page 92.RECORD DATEShareholders of record at the close of business on December 1, 2025 are entitled to receive this notice and to vote at the Annual Meeting. How to VoteINTERNETwww.proxyvote.comMOBILE DEVICEScan the QR Code to voteTELEPHONE1-800-690-6903MAILComplete, sign and mail your proxy card or voting instruction form in the self-addressed envelope provided.VOTE ONLINE DURING THE MEETINGFor instructions on voting during the Annual Meeting, please see pages 87-92.Street Name Holders (shares held through a broker, bank or other nominee): refer to the voting instruction form provided by your broker, bank or other nominee. | ||
| 1 | Elect the ten nominees proposed by the Board ofDirectors as directors for a one-year term endingin 2027.Votes Required: Majority of Votes Cast | “FOR” each company nomineePage 4 |
| 2 | Conduct an advisory vote on executive officer compensation.Votes Required: Majority of Votes Cast | “FOR”Page 37 |
| 3 | Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.Votes Required: Majority of Votes Cast | “FOR”Page 82 |
| Shareholders also will attend to such other business as may properly come before the Annual Meeting or any postponement or adjournment of the meeting.Your Vote is Very Important | ||
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 28, 2026:This notice and proxy statement and our Annual Report are available free of charge at www.airproducts.com.You also may obtain these proxy materials at the U.S. Securities and Exchange Commission (the “SEC”) website at www.sec.gov or by contacting Matthew Lepore, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, 1940 Air Products Boulevard, Allentown, Pennsylvania 18106-5500. A copy of the Annual Report accompanies these proxy materials.Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this proxy statement.A copy of this Notice of the Annual Meeting and proxy statement is being sent to shareholders beginning on or about December 11, 2025.By order of the Board of Directors,Matthew LeporeExecutive Vice President, General Counsel,Chief Compliance Officer and SecretaryDecember 11, 2025 | ||
| Letter from our Chairman and Vice Chairman | |
|---|---|
| Letter from our Chief Executive Officer | |
| Notice of Annual Meeting of Shareholders | |
| Voting Roadmap | 1 |
| Corporate Governance at Air Products | 4 |
| PROPOSAL 1Election of Directors | |
| The Board of Directors’ Nominees for Election | 5 |
| Board Nominee Snapshot | 6 |
| Board Governance Highlights | 6 |
| Director Qualifications and Skills | 7 |
| Director Biographies | 8 |
| Director Independence | 18 |
| Board Refreshment | 20 |
| Shareholder Nominations | 21 |
| Board Responsibilities | 21 |
| Strategy and Risk Oversight | 22 |
| Management Succession Planning | 25 |
| Shareholder Engagement | 26 |
| Shareholder Communications | 26 |
| Board Structure | 27 |
| Board Practices, Processes and Policies | 32 |
| Board Oversight of Sustainability | 34 |
| Compensation of Directors | 35 |
| Executive Compensation | 37 |
| PROPOSAL 2Advisory Vote on Executive Officer Compensation | |
| Report of the Management Development and Compensation Committee | 38 |
| Compensation Discussion and Analysis | 38 |
| Highlights of Fiscal 2025 Performance and Compensation Actions | 39 |
| Fiscal 2025 Executive Officer Compensation Program Overview | 46 |
| Fiscal 2025 Total Direct Compensation Components | 49 |
|---|---|
| Employee Benefit Plans and Other Compensation | 56 |
| Executive Compensation Decision-Making Process | 57 |
| Key Compensation Practices and Policies | 60 |
| Executive Compensation Tables | 62 |
| CEO Pay Ratio | 77 |
| Pay Versus Performance | 78 |
| Audit and Finance Committee Matters | 82 |
| PROPOSAL 3Ratification of Appointment of Independent Auditors | |
| Ratification of Independent Registered Public Accounting Firm | 82 |
| Fees of Independent Registered Public Accounting Firm | 82 |
| Audit and Finance Committee Report | 83 |
| Information About Stock Ownership | 84 |
| Persons Owning More than 5% of Air Products Stock | 84 |
| Air Products Stock Beneficially Owned by Officers and Directors | 85 |
| Delinquent Section 16(a) Reporting | 86 |
| Equity Compensation Plan Information | 86 |
| Additional Information | 87 |
| Questions and Answers on Voting and the Annual Meeting | 87 |
| Cautionary Note Regarding Forward-Looking Statements | 92 |
| Appendix A Reconciliations of Non-GAAP Financial Measures | 93 |
| Appendix B Survey Reference Group | 98 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.