UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 4, 2025, Air Products and Chemicals, Inc. (the “Company”) announced that Eduardo F. Menezes will succeed Seifollah (“Seifi”) Ghasemi as the Company’s Chief Executive Officer effective February 7, 2025. Mr. Menezes will also join the Company’s board of directors and will serve on the board’s executive committee. In addition, the Company announced that its board of directors named Wayne T. Smith as Chairman and Dennis H. Reilley as Vice Chairman.
Mr. Menezes, age 61, previously spent more than three decades in progressively senior roles at Linde plc and Praxair, Inc. Mr. Menezes served as Executive Vice President of Linde following its acquisition of Praxair in 2018 until 2021, where he had responsibility for Europe, the Middle East and Africa, with responsibility for operations in more than 40 countries with over $8 billion in sales and 18,000 employees. Mr. Menezes previously worked for Praxair in a variety of senior executive roles, including leading Praxair’s businesses in Europe, Mexico, South America, Asia and North America. He previously served in a variety of general management and business development positions in the United States, Spain, Mexico and Brazil.
Neither Mr. Menezes nor any of his immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K, nor is Mr. Menezes party to any arrangement or understanding under which he was selected to serve as an officer or director.
Mr. Menezes will have an initial base salary of $1,270,000 and will have an annual incentive plan target for fiscal 2025 that is equal to 145% of his base salary, pro-rated for his partial year of service. Mr. Menezes will receive a fiscal 2025 equity incentive with an aggregate grant date fair value of $9,888,000, which will also be pro-rated for his partial year of service. The mix of equity awards will be 60% three-year performance shares and 40% restricted stock units that vest after four years of service, consistent with equity incentive awards granted to other senior executives. Mr. Menezes will participate in the Company’s Executive Separation Program and will receive health, welfare and retirement benefits that are generally available to the Company’s senior executives.
Mr. Ghasemi will receive severance and other benefits in accordance with his Amended and Restated Employment Agreement, dated May 17, 2023 (the “Employment Agreement”). The terms of the Employment Agreement were disclosed in the Company’s definitive proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the United States Securities and Exchange Commission on December 3, 2024.
A copy of the Company’s press release, dated February 4, 2025, announcing the leadership transition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated February 4, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Air Products and Chemicals, Inc. | ||||||
| (Registrant) | ||||||
| Date: February 4, 2025 |
By: | /s/ Sean D. Major | ||||
| Sean D. Major | ||||||
| Executive Vice President, | ||||||
| General Counsel and Secretary | ||||||