DEF 14A of Air Products & Chemicals, Inc., Dec 11, 2025

DEF 14A of Air Products & Chemicals, Inc.

Filed Dec 11, 2025 · FY20250001308179-25-000643

Open on EDGAR

  1. The Board of Directors’ Nominees for Election

    The Board of Directors’ Nominees for Election

  2. The Board of Directors’ Nominees for Election

    | | | Director Since | | Committees | | | | | Name and Current or Previous Position | | | Independent | AF | CGN | E | MDC | | | Tonit M. Calaway Executive Vice President and Chief Administrative Officer, General Counsel and Secretary of BorgWarner Inc. | 2022 | | | | | | | | Andrew W. Evans Retired Chief Financial Officer of Southern Company | 2025 | | | | | | | | Jessica Trocchi Graziano Former Senior Vice President and Chief Financial Officer of United States Steel Corporation | 2023 | | | | | | | | Paul C. Hilal Founder and Chief Executive Officer of Mantle Ridge LP | 2025 | | | | | | | | Eduardo Menezes Chief Executive Officer of Air Products and Chemicals, Inc. | 2025 | | | | | | | | Bhavesh V. Patel Former President of Standard Industries | 2025 | | | | | | | | Dennis H. Reilley Former Chairman, President and Chief Executive Officer of Praxair, Inc. | 2025 | | | | | | | | Wayne T. Smith Retired Chairman and Chief Executive Officer of BASF Corporation | 2021 | | | | | | | | Alfred Stern Chief Executive Officer and Chairman of the Executive Board of OMV Aktiengesellschaft | 2025 | | | | | | | | Howard Ungerleider Operating Advisor for Clayton, Dubilier & Rice | 2025 | | | | | |

  3. The Board of Directors’ Nominees for Election

    | AF | Audit and Finance Committee | E | Executive Committee | | Chair | | CGN | Corporate Governance and Nominating Committee | MDC | Management Development and Compensation Committee | | Member |

  4. The Board of Directors’ Nominees for Election

    | Lisa A. Davis, a director since 2020, is not standing for re-election and will retire from the Board at the conclusion of the Annual Meeting. Ms. Davis currently serves as a member of the Corporate Governance and Nominating Committee and as Chair of the Management Development and Compensation Committee. A new Chair of the Management Development and Compensation Committee will be appointed at the time of Ms. Davis' retirement. |

  5. The Board of Directors’ Nominees for Election

    | | 2026 Proxy Statement | 5 |

  6. The Board of Directors’ Nominees for Election

    The Board is composed of a diverse group of leaders in their respective fields. Our director nominees have leadership experience at major domestic and international companies with operations inside and outside of the United States. They also have experience on other companies’ boards, which provides an understanding of different business processes, challenges, strategies and approaches to problem-solving. Our director nominees have substantial experience in key aspects of our operations, finance and capital management and government relations as well as in the market sectors we serve, including the energy, electronics and chemicals industries. Our director nominees also possess extensive experience in functional areas that are important to the execution of their oversight responsibilities, including corporate governance, accounting and financial reporting, information technology, mergers and acquisitions, investor relations and legal affairs. We believe all of our director nominees have personal traits such as candor, integrity, commitment and collegiality that are essential to effective corporate governance. The Board believes its nominees reflect a broad array of skills, perspectives and experience. For additional information, please refer to our director nominees’ skills matrix and other information below.

  7. Director Biographies

    Director Biographies Information follows about the age and business experience of the director nominees and the particular experience, qualifications, attributes and skills that led the Board to conclude that each nominee should continue to serve as a director. All of the nominees are currently directors of the Company.

  8. Director Biographies

    | | | Tonit M. Calaway Significant Legal, Human Resources and Corporate Governance Expertise Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of BorgWarner Inc. Age: 57 Director Since: 2022 Board Committees: CGN, MDC | | | | | | | | BACKGROUND •Tonit M. Calaway has served as the Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of BorgWarner Inc. since October 2020. •Prior to that, Ms. Calaway served as Executive Vice President, Chief Legal Officer and Secretary of BorgWarner from 2018 and from 2016 through 2018 as Executive Vice President and Chief Human Resources Officer of BorgWarner. •Before joining BorgWarner in 2016, Ms. Calaway held various positions of increasing responsibility during her approximately 18-year career at Harley-Davidson, Inc., including Vice President of Human Resources and President of The Harley-Davidson Foundation. •Ms. Calaway is a graduate of the University of Wisconsin – Milwaukee and received her Juris Doctorate from the University of Chicago Law School. She is a member of the State Bar of Wisconsin. | | | | | •Although Ms. Calaway serves as an executive officer of a public company and serves on another public company board, she possesses significant skills, qualifications and experience as a public company General Counsel and Corporate Secretary and as the former head of Human Resources at two companies, which include leadership on issues relating to corporate governance, government relations, legal affairs and human capital management. In addition, her perfect attendance record over the past two fiscal years and her preparation for and contributions to meetings of the Board and the Corporate Governance and Nominating Committee and Management Development and Compensation Committee led the Board to conclude that her other responsibilities do not constitute any impediment to her ability to continue to devote sufficient time to effectively serve as a director. On the basis of this determination and her outstanding service to the Company since joining the Board in 2022, the Board determined that she should continue to serve as a director of the Company. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •W.P. Carey Inc. (2020 – present) | | | | | •Astronics Corporation (2019 – 2022) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Ms. Calaway brings over 25 years of experience spanning both adjacent industries and leading brands. •BorgWarner is a global product leader in clean and efficient technology solutions for combustion, hybrid and electric vehicles with manufacturing and technical facilities in 66 locations in 19 countries, employing approximately 30,000 people; Ms. Calaway oversees the global legal function, security, facilities, government affairs, real estate, sustainability, environmental and aviation. •At Harley-Davidson, Ms. Calaway guided company-wide leadership development, compensation and benefits, labor relations and diversity initiatives. | | | | | | | | | | | Corporate Governance | | | Government Relations | | International Experience | | Legal Affairs | | | Executive Leadership | | | Human Capital Management | | Investor Relations | | Mergers & Acquisitions | | | Finance and Capital Management | | | | | | | |

  9. Director Biographies

    | 8 | Air Products and Chemicals, Inc. | |

  10. Director Biographies

    | | | Andrew ("Drew") W. Evans Significant Experience in the Energy and Utility Industry Retired Chief Financial Officer of Southern Company Age: 59 Director Since: 2025 Board Committees: AF | | | | | | | | BACKGROUND •Drew Evans served as Executive Vice President and Chief Financial Officer of Southern Company from June 2018 until his retirement in December 2021. •Prior to joining Southern Company, Mr. Evans served as Chairman, President and CEO of AGL Resources, Inc. (a publicly-traded energy services company now known as Southern Gas Company), helping grow AGL Resources from $2 billion in enterprise value until its sale to Southern Company for $12 billion. Mr. Evans previously served as Treasurer, Chief Financial Officer and Chief Operating Officer before becoming Chief Executive Officer. •Prior to his time at AGL, Mr. Evans worked at Mirant Corp., a global energy provider and the Federal Reserve Bank of Boston. | | | | | •Mr. Evans holds a Bachelor’s degree in Economics from Emory University. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •Centuri Holdings, Inc. (2024 – Present) •Southwest Gas Holdings, Inc. (2022 – Present) | | | | | •Georgia Power (a subsidiary of Southern Company) (2022 – Present) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Evans has more than 30 years of experience across a broad spectrum of capital-intensive businesses, including more than 13 years as a public company CFO. •As an executive of AGL Resources, Mr. Evans led a period of significant growth through acquisition and new business development. •Drawing on his extensive career, Mr. Evans brings substantial understanding of the gas and electric utility industry and enterprise risk management. | | | | | | | | | | | Accounting/Financial Reporting | | | Government Relations | | Investor Relations | | Mergers & Acquisitions | | | Corporate Governance | | | Human Capital Management | | Large Industrial Projects | | Oil and Gas Experience | | | Executive Leadership | | | Industry/Operations | | Legal Affairs | | Technology | | | Finance and Capital Management | | | Information Technology | | Logistics Experience | | |

  11. Director Biographies

    | | 2026 Proxy Statement | 9 |

  12. Director Biographies

    | | | Jessica Trocchi Graziano Extensive Financial Leadership Experience and Operational Expertise Former Senior Vice President and Chief Financial Officer of United States Steel Corporation Age: 52 Director Since: 2023 Board Committees: AF (Chair) | | | | | | | | BACKGROUND •Jessica Trocchi Graziano served as Senior Vice President and Chief Financial Officer of United States Steel Corporation from August 2022 to June 2025. •In this role, Ms. Graziano led all aspects of United States Steel Corporation’s finance, including financial planning and analysis, corporate accounting, tax, treasury, pension investments and investor relations, as well as corporate strategy, labor relations, real estate and sales and operations planning functions. She was instrumental in advancing the company’s Best for All® strategy of providing profitable steel solutions for people and the planet, and in completing its historic sale to Nippon Steel in June 2025. •Before joining United States Steel Corporation, Ms. Graziano spent eight years with United Rentals, Inc., culminating in her position as Executive Vice President and Chief Financial Officer from 2018 through July 2022, making her the highest-ranking | | | | | woman executive at the world’s largest equipment rental provider. In this role, she was responsible for all finance functions and participated in making key operational, acquisition and global expansion decisions. •Previously, Ms. Graziano spent five years at Revlon, Inc. ultimately serving as Senior Vice President, Chief Accounting Officer and Corporate Controller. Prior to Revlon, she served in a variety of senior leadership roles in the areas of internal audit, financial reporting and financial planning and analysis. •Ms. Graziano earned a Bachelor of Science degree in Accountancy from Villanova University and completed her M.B.A. in Finance from Fairfield University. She is a certified public accountant. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •N/A | | | | | | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Ms. Graziano’s nearly 25 years of experience in leading financial operations and proven track record of strong results is invaluable to the Board in its goal of creating long-term value for shareholders. •As CFO of multiple companies, Ms. Graziano has extensive financial experience, including strategic development of capital allocation framework. •She brings to the Board deep financial, operational, corporate strategy, labor relations, real estate, sales, operations and planning expertise. | | | | | | | | | | | Accounting/Financial Reporting | | | Human Capital Management | | International Experience | | Large Industrial Projects | | | Executive Leadership | | | Industry/Operations | | Investor Relations | | Mergers & Acquisitions | | | Finance and Capital Management | | | | | | | |

  13. Director Biographies

    | 10 | Air Products and Chemicals, Inc. | |

  14. Director Biographies

    | | | Paul C. Hilal Extensive Financial and Corporate Governance Experience Founder and Chief Executive Officer of Mantle Ridge LP Age: 59 Director Since: 2025 Board Committees: CGN, MDC | | | | | | | | BACKGROUND •Paul C. Hilal is the founder of Mantle Ridge LP and has served as its Chief Executive Officer since its founding in 2016. •Prior to forming Mantle Ridge, Mr. Hilal was a Senior Partner at Pershing Square Capital Management from 2006 to 2016, where he focused on both passive and activist investing projects. •Mr. Hilal is the Vice Chairman of the board of directors of CSX Corporation and also currently serves as the Vice Chairman of the board of directors of Dollar Tree, Inc. •Mr. Hilal previously served as Vice Chairman of the board of directors of Aramark Corporation from 2019 to 2023, as a director of Canadian Pacific Railway Limited and Chairman of | | | | | its Management Resources and Compensation Committee from 2012 to 2016. He also served as Chairman and acting Chief Executive Officer of Worldtalk Communications from 1999 to 2000. •Mr. Hilal received a B.A. in biochemistry from Harvard College in 1988, a J.D. from Columbia Law School in 1992 and an M.B.A. from Columbia Business School in 1992, and currently serves on the Board of Overseers of Columbia Business School. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •CSX Corporation (2017 – Present) •Dollar Tree, Inc. (2022 – Present) | | | | | •Aramark (2019 – 2023) •Canadian Pacific Railway Limited (2012 – 2016) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Hilal has significant expertise in strategy, capital allocation, value creation, capital markets, operational transformation, corporate governance and other matters. •Mr. Hilal brings extensive knowledge of the industrial gas industry, capital intensive industries and experience in value investing. •He has served on the boards of a number of public companies, providing the Board with a key strategic perspective, including with respect to board restructuring, succession planning and operational transformation. | | | | | | | | | | | Corporate Governance | | | Finance and Capital Management | | Investor Relations | | Mergers & Acquisitions | | | Executive Leadership | | | Information Technology | | | | |

  15. Director Biographies

    | | 2026 Proxy Statement | 11 |

  16. Director Biographies

    | | | Eduardo Menezes Seasoned Executive in Industrial Gases and Specialty Chemicals Industries Chief Executive Officer of the Company Age: 62 Director Since: 2025 Board Committees: E | | | | | | | | BACKGROUND •Eduardo Menezes joined Air Products as Chief Executive Officer in February 2025. He is responsible for setting the strategy and policies of the Company, developing leadership and meeting shareholder commitments. •Prior to joining Air Products, Mr. Menezes served as Executive Vice President of Linde plc from 2018 to 2021, with responsibility for Europe, Middle East and Africa. In this role, Mr. Menezes had responsibility for operations in more than 40 countries with over $8 billion in sales and 18,000 employees. •Mr. Menezes previously served for over three decades in progressively senior roles at Praxair, Inc., prior to its acquisition by Linde. From 2012 through the time of the merger, Mr. Menezes served as an Executive Vice President, with responsibilities during that period for Praxair’s businesses in Asia, Europe, Mexico and South America, as well as for global hydrogen operations. | | | | | •Mr. Menezes previously served as Executive Vice President with responsibility for Praxair’s North American Industrial Gases and Mexico businesses and for Praxair Distribution, Inc., Praxair’s packaged gases business and from 2010 to 2011 as head of the North American Industrial Gases business. •From 2007 to 2010, he was President of Praxair Europe. He served as Managing Director of Praxair's business in Mexico from 2004 to 2007, as Vice President and General Manager for Praxair Distribution, Inc. from 2003 to 2004 and as Vice President, U.S. West Region, for North American Industrial Gases, from 2000 to 2003. •Mr. Menezes holds an M.B.A. from the State University of New York and a chemical engineering degree from the Federal University of Rio de Janeiro, Brazil. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •N/A | | | | | | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Menezes brings more than 35 years of experience in the industrial gases sector around the world. •He is a distinguished leader whose extensive experience includes operating experience in all key sectors of industrial gases, such as on-sites, merchant liquid, packaged gases and hydrogen. •Mr. Menezes has experience as the regional leader of an industrial gases business in each of our core geographies. | | | | | | | | | | | Corporate Governance | | | Human Capital Management | | Investor Relations | | Mergers & Acquisitions | | | Executive Leadership | | | Industry/Operations | | Large Industrial Projects | | | | | Finance and Capital Management | | | International Experience | | Logistics Experience | | |

  17. Director Biographies

    | 12 | Air Products and Chemicals, Inc. | |

  18. Director Biographies

    | | | Bhavesh V. (“Bob”) Patel Significant Global Chemical Industry Experience and Corporate Governance Expertise Former President of Standard Industries Age: 58 Director Since: 2025 Board Committees: AF, CGN | | | | | | | | BACKGROUND •Bob Patel is the former President of Standard Industries, a global industrial conglomerate with extensive holdings in industrial manufacturing, chemicals and performance materials. He was elevated to the role in April 2023 from a Standard Industries subsidiary, W.R. Grace, a chemical and materials company, which he joined as CEO in January 2022. •Before joining W.R. Grace, Mr. Patel served as Chief Executive Officer of LyondellBasell Industries, one of the largest chemicals, plastics and refining companies in the world, for seven years. Under his leadership, LyondellBasell built new world-scale production facilities, expanded its market presence in Asia and made several strategic acquisitions. Prior to becoming LyondellBasell’s CEO, Mr. Patel held several senior leadership roles within the company, | | | | | including Senior Vice President and subsequently Executive Vice President of Olefins & Polyolefins – Europe, Asia & International and Technology. •Mr. Patel also held positions of increasing responsibility at Chevron and Chevron Phillips Chemical Company, including leadership positions based in Singapore and the United States over approximately 20 years with the company. •He also has served since 2021 on the board of directors of the Federal Reserve Bank of Dallas’ Houston Branch. •Mr. Patel holds a Bachelor of Science degree in chemical engineering from The Ohio State University and an M.B.A. from Temple University. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •Halliburton Company (2021 – 2025) •Union Pacific Corporation (2017 – 2021) | | | | | •LyondellBasell Industries N. V. (2015 – 2021) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •With nearly 35 years of global chemical industry experience in manufacturing, commercial and management roles, including leading complex global organizations such as Chevron Phillips Chemical Co., LyondellBasell and W.R. Grace, Mr. Patel has significant expertise driving successful transformations and shareholder value creation through organic growth, M&A and large-scale restructuring. •As a global executive and public company board member, Mr. Patel has vast experience managing stakeholder relations, including working with governance, regulatory and other public policy stakeholders. •Mr. Patel’s experience in global commodity markets ensures he is well positioned to enhance the Board’s discussions of international operations, strategy and risk. | | | | | | | | | | | Accounting/Financial Reporting | | | Government Relations | | Investor Relations | | Mergers & Acquisitions | | | Corporate Governance | | | Human Capital Management | | Large Industrial Projects | | Oil and Gas Experience | | | Executive Leadership | | | Industry/Operations | | Legal Affairs | | Technology | | | Finance and Capital Management | | | International Experience | | Logistics Experience | | |

  19. Director Biographies

    | | 2026 Proxy Statement | 13 |

  20. Director Biographies

    | | | Dennis H. Reilley Extensive Strategy and Finance Experience in the Industrial Gas Industry Former Chairman, President and Chief Executive Officer of Praxair, Inc. Independent Vice Chairman of the Board Since 2025 Age: 72 Director Since: 2025 Board Committees: CGN (Chair), E, MDC | | | | | | | | BACKGROUND •Dennis Reilley served as Chairman, President and Chief Executive Officer of Praxair, Inc., a worldwide industrial gases company now part of Linde plc, from 2000 until his retirement in 2007. •Before joining Praxair, Inc., Mr. Reilley held several senior executive positions at E.I. DuPont de Nemours and Company including Executive Vice President and Chief Operating Officer, Executive Vice President, Vice President and General Manager of the Lycra business, Vice President and General Manager of its specialty chemicals division and Vice President and General Manager of its titanium dioxide division. Mr. Reilley previously served as a senior executive at Conoco Inc. | | | | | •Mr. Reilley also previously served as Chairman of the board of directors of Marathon Oil Corporation and as Chairman of the board of directors of Covidien Ltd. •Mr. Reilley holds a Bachelor’s degree in Finance from Oklahoma State University. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •Covidien Ltd. (2007 – 2015) •CSX Corporation (2017 – 2018) •DuPont de Nemours, Inc. (2017 – 2018) •The Dow Chemical Company (2007 – 2017) | | | | | •Entergy Corporation (1998 – 2005) •H.J. Heinz & Co. (2005 – 2013) •Praxair, Inc. (2000 – 2007) •Marathon Oil Corporation (2002 – 2019) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Reilley has extensive executive leadership in the industrial gases industry, as well as at several major multinational, capital-intensive companies, with deep chemical, industrial and energy sector experience. •Mr. Reilley has substantial corporate governance, strategy and finance experience based on his long service as a public company Chief Executive Officer and director. •Mr. Reilley brings a superb record of building high-performance teams and culture to the Board. | | | | | | | | | | | Accounting/Financial Reporting | | | Finance and Capital Management | | Industry/Operations | | Large Industrial Projects | | | Corporate Governance | | | Human Capital Management | | Investor Relations | | Mergers & Acquisitions | | | Oil and Gas Experience | | | Executive Leadership | | Technology | | | | | International Experience | | | Logistics Experience | | | | |

  21. Director Biographies

    | 14 | Air Products and Chemicals, Inc. | |

  22. Director Biographies

    | | | Wayne T. Smith Accomplished Executive in the Chemicals and Industrial Manufacturing Sectors Retired Chairman and Chief Executive Officer of BASF Corporation Independent Chairman of the Board Since 2025 Age: 65 Director Since: 2021 Board Committees: E (Chair), MDC | | | | | | | | BACKGROUND •Wayne T. Smith is the retired Chairman and Chief Executive Officer of BASF Corporation, where he served in this role from May 2015 through May 2021. He was also a member of the Board of Executive Directors of the parent company, BASF SE, from 2012 through May 2021. He joined BASF in 2004. •Prior to that, Mr. Smith was vice president and general manager of Specialty Construction Chemicals at W.R. Grace and Company, where he led the strategy development, growth and profitability of that unit worldwide. Before joining W.R. Grace, Mr. Smith served in positions of increasing | | | | | responsibility with The BOC Group, culminating as vice president and general manager of the company’s Packaged Products business. •Mr. Smith holds a Bachelor of Science degree in Chemical Engineering from Syracuse University and an M.B.A. from the Wharton School of the University of Pennsylvania. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •ONEOK, Inc. (2023 – Present) | | | | | •Inter Pipeline Ltd. (2020 – 2021) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Smith brings 35 years of senior management experience in the industrial gases and chemicals industries, including extensive industrial gases leadership and operational experience. •At the time of his retirement from BASF, Mr. Smith oversaw numerous business lines including Monomers, Performance Materials, Petrochemicals, Intermediates and North America. •In his time at BASF, Mr. Smith was credited specifically with placing customer orientation even more at the center of BASF’s activities. | | | | | | | | | | | Accounting/Financial Reporting | | | Finance and Capital Management | | International Experience | | Mergers & Acquisitions | | | Corporate Governance | | | Human Capital Management | | Investor Relations | | Oil and Gas Experience | | | Executive Leadership | | | Industry/Operations | | Large Industrial Projects | | Technology |

  23. Director Biographies

    | | 2026 Proxy Statement | 15 |

  24. Director Biographies

    | | | Alfred Stern Extensive International Business Management Experience and Chemicals Innovation Expertise Chief Executive Officer and Chairman of the Executive Board of OMV Aktiengesellschaft Age: 60 Director Since: 2025 Board Committees: AF, CGN | | | | | | | | BACKGROUND •Alfred Stern is the Chairman of the Executive Board and Chief Executive Officer of OMV Aktiengesellschaft (the “OMV Group”), an integrated chemicals and energy company and the majority owner of OMV Petrom. He joined the company in April 2021 as a Board Member for the Chemicals & Materials segment and became Board Chairman and CEO in September 2021. He is responsible for implementing the company’s transformation from an integrated oil, gas and chemicals company to an integrated sustainable chemicals, fuels and energy company. •Mr. Stern previously served as Chief Executive Officer of Borealis AG (“Borealis”), assuming the role in July 2018. Under his leadership, Borealis secured a strong market position for its polyolefin business and significantly grew its presence in the Middle East. Prior to this appointment, he held a series of executive positions at Borealis during his | | | | | 14-year tenure, including serving as a Board Member for the Polyolefins and Innovation & Technology divisions. •Prior to joining Borealis, Mr. Stern held various management positions across Switzerland, Germany and the U.S. while working for DuPont de Nemours. •Mr. Stern has served as a director of Borealis GmbH (formerly Borealis AG), a majority owned subsidiary of OMV Group, since 2025. •Mr. Stern has been awarded, among others, the H.F. Mark Medal, the DuPont Award for a new product patent and a Prize of Honor from the Austrian Ministry of Science and Research. •Mr. Stern holds a Ph.D. in Material Science and a Master’s in Polymer Engineering and Science from the University of Leoben in Austria. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •OMV Group (2021 – Present) | | | | | •OMV Petrom S.A. (2021 – Present) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Stern brings more than 30 years of international experience leading energy, refinery and chemical industry initiatives in Europe, the U.S., and Middle East and Asia, spanning research and development, sales and marketing and operations/quality and business management. •He possesses a deep understanding of international business management and has overseen significant multi-billion- dollar growth projects including organic investments, mergers and acquisitions and joint ventures. •He has successfully developed and implemented growth strategies and transformed companies to become leaders in their respective areas. | | | | | | | | | | | Accounting/Financial Reporting | | | Government relations | | Investor Relations | | Mergers & Acquisitions | | | Corporate Governance | | | Human Capital Management | | Large Industrial Projects | | Oil and Gas Experience | | | Executive Leadership | | | Industry/Operations | | Legal Affairs | | Technology | | | Finance and Capital Management | | | International Experience | | Logistics Experience | | |

  25. Director Biographies

    | 16 | Air Products and Chemicals, Inc. | |

  26. Director Biographies

    | | | Howard Ungerleider Significant Global Business and Financial Leadership in the Chemicals Industry Operating Advisor for Clayton, Dubilier & Rice Age: 57 Director Since: 2025 Board Committees: AF | | | | | | | | BACKGROUND •Howard Ungerleider has served as Operating Advisor for Clayton, Dubilier & Rice, a leading private equity firm, since 2024. •Prior to his current position, Mr. Ungerleider held various positions of increasing responsibility at Dow Inc. and its predecessors, DowDuPont and Dow Chemical, including service as President from 2018 to 2023 and Chief Financial Officer from 2014 to 2023, as Executive Vice President, Advanced Materials, from 2012 to 2014 and as Senior Vice President and President, Performance Plastics, from 2011 to 2012. | | | | | •Mr. Ungerleider holds an M.B.A. from UCLA and a Bachelor of Business Administration degree from The University of Texas at Austin. | | | | | OTHER PUBLIC COMPANY DIRECTORSHIPS •American Airlines Group Inc. (2024 – Present) | | | | | •Kyndryl Holdings Inc. (2021 – Present) | | | | | QUALIFICATIONS, ATTRIBUTES AND KEY SKILLS •Mr. Ungerleider brings over 30 years of global business and financial leadership, including his prior service as President and Chief Financial Officer of a Fortune 100 company. •Mr. Ungerleider contributes his expertise in finance and financial reporting, mergers and acquisitions, P&L management, investor relations and successful, transformative strategies, with a focus on operational excellence. | | | | | | | | | | | Accounting/Financial Reporting | | | Government Relations | | International Experience | | Mergers & Acquisitions | | | Corporate Governance | | | Human Capital Management | | Investor Relations | | Oil and Gas Experience | | | Executive Leadership | | | Industry/Operations | | Large Industrial Projects | | | | | Finance and Capital Management | | | Information Technology | | Logistics Experience | | |

  27. Director Biographies

    | | 2026 Proxy Statement | 17 |

  28. Board Refreshment

    Board Refreshment The past year has seen significant changes to the composition of our Board. At the 2025 Annual Meeting of Shareholders, Mr. Evans, Mr. Hilal, Mr. Patel, Mr. Reilley and Mr. Stern were elected as new directors of the Company. In addition, Mr. Menezes joined the Board at the time of his appointment as CEO in February 2025 and Mr. Ungerleider joined the Board in August 2025. As a result of these changes, seven of our director nominees have joined the Board in the past year and all of our director nominees joined the Board in the past five years. We believe our Board has the right mix of skills, experience and qualifications to successfully oversee the Company and provide support to management in executing the Company’s strategy.

  29. Board Refreshment

    | Ongoing Assessment of Board Composition | | | Working closely with the full Board, the Corporate Governance and Nominating Committee regularly assesses the composition of the Board, identifies any gaps in skill sets and establishes specific requirements, qualities and skills needed at the time of its assessment. The specific requirements of the Company are determined by the Committee and are based on, among other things: the Company’s current business, market, geographic and regulatory environments; the mix of perspectives, experience, backgrounds and competencies currently represented by the other Board members; the ability of the prospective nominee to represent the interests of all shareholders of the Company; the ability of the prospective nominee to dedicate sufficient time, energy and attention to ensure the diligent performance of the prospective nominee’s duties, including by attending shareholder meetings and meetings of the Board and committees of the Board of which such prospective nominee would be a member and by reviewing in advance all meeting materials; the extent to which the prospective nominee contributes to the range of talent, skill and expertise appropriate for the Board; and the CEO’s views as to areas in which management desires additional advice and counsel. | | | | | | Identification of Candidates | | | When the need to recruit a non-management director arises or a candidate is recommended by a director, officer or shareholder, the Corporate Governance and Nominating Committee’s standard process is to consult the other directors, the CEO and often a third-party recruiting firm to evaluate and identify potential candidates. Once a candidate is selected to move forward with the initial screening process, the candidate is typically invited to be interviewed by one or more members of the Committee and the CEO. | | | | | | Candidate Selection | | | In selecting director nominees, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. The current nominees’ qualifications set forth in their individual biographies under the section titled “Director Biographies” sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks. The Board also considers the tenure policy under the Guidelines, pursuant to which the Board will not nominate for re-election any non-management Director that completed 15 years of service as a member of the Board, unless the Board concludes that such Director’s continuing service would better serve the best interests of the shareholders. In addition, the Board seeks candidates whose service on other boards will not adversely affect their ability to dedicate the requisite time to service on the Board. The Board believes that Directors who are executive officers of public companies should not serve on more than two public company boards (including the Board of the Company) at a time, and that other Directors should not serve on more than four public company boards (including the Board of the Company). | |

  30. Board Refreshment

    | 20 | Air Products and Chemicals, Inc. | |

  31. Compensation of Directors

    Compensation of Directors In fiscal 2025, our directors received compensation as set forth in the chart below.

  32. Compensation of Directors

    | Director Compensation Program | ($) | | Annual Deferred Stock Award (made immediately following annual meeting)(1) | 160,000 | | Annual Cash Retainer | 130,000 | | Chairman - Annual Deferred Stock Award (made immediately following annual meeting)(1) | 250,000 | | Vice Chairman - Annual Deferred Stock Award (made immediately following annual meeting)(1) | 200,000 | | Audit and Finance Committee Chair Cash Retainer | 25,000 | | Management Development and Compensation Committee Chair Cash Retainer | 20,000 | | Corporate Governance and Nominating Committee Chair Cash Retainer | 15,000 |

  33. Compensation of Directors

    (1)Directors elected to the Board after an annual meeting receive a prorated grant of deferred stock units based on the number of months remaining until the next annual meeting.

  34. Compensation of Directors

    | Our Corporate Governance and Nominating Committee periodically undertakes a review of non-employee director compensation. The most recent review was completed in late 2025 when the Committee reviewed a competitive assessment of directors’ compensation levels and practices among the Peer Reference Group described on page 59 as well as a National Association of Corporate Directors report assessing director compensation for companies in any industry with annual revenues between $5.0 billion and $20.0 billion. Prior to this review director cash compensation had been adjusted in fiscal 2022 and other forms of director compensation had been adjusted in fiscal 2019. In connection with this review the Committee retained an external compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to provide independent advice and benchmarking with respect to director compensation practices. Prior to retaining Pearl Meyer, the Committee assessed its independence and concluded that there were no conflicts of interest that would prevent Pearl Meyer from independently advising the Committee. In making this determination, the Committee considered, among other things, the fees to be paid as a percentage of Pearl Meyer’s consolidated revenues, policies and procedures established by Pearl Meyer to mitigate conflicts of interest and the lack of business and personal relationships between Pearl Meyer team members and the Company’s executive officers and Committee members. Aggregate fees paid to Pearl Meyer for director compensation consulting services were approximately $79,677. As a result of this compensation review, the Committee determined that the compensation paid to the Company’s directors was somewhat below the median of the Peer Reference Group on both an individual and aggregated basis. The Committee recommended, and the Board approved, an increase of $10,000 in the directors’ annual cash retainer to $140,000 and an increase of $30,000 in directors’ annual equity grants to $190,000, beginning in fiscal 2026. These changes positioned total individual director compensation at approximately the median of the Peer Reference Group. In addition, the cash retainer paid to the Chair of the Corporate Governance and Nominating Committee was increased by $5,000 to $20,000. These actions are expected to maintain the competitiveness of the Company’s director compensation program and accordingly strengthen our ability to recruit and retain qualified directors. |

  35. Compensation of Directors

    Directors may voluntarily defer all or a part of their cash retainers under the Deferred Compensation Program for Directors. At the election of each director, voluntarily deferred amounts may be credited to deferred stock units or to an account that is credited with interest based on long-term corporate bond yields. Each deferred stock unit entitles the director to receive one share of Company stock upon payout, which occurs after the director’s service on the Board is over. Deferred stock units earn “dividend equivalents” equal to the dividends that would have been paid on one share of stock for each deferred stock unit owned by the director. Deferred retainers and dividend equivalents are credited on the last day of the quarter based on the NYSE closing price of a share of Company stock on the preceding trading day.

  36. Compensation of Directors

    | | 2026 Proxy Statement | 35 |

  37. Compensation of Directors

    Directors are reimbursed for expenses incurred in performing their duties as directors. The Company covers directors under its directors and officers liability insurance policy. Directors also are covered by the business travel accident policy maintained by the Company and are eligible to participate in the Air Products Foundation’s charitable matching gift program. Under this program, for fiscal 2025 the Air Products Foundation matched donations of up to $10,000 per year made by employees and directors to qualifying non-profit organizations. To emphasize the importance of directors’ long-term alignment with shareholders, the Board has adopted director stock ownership requirements. Each director is expected to increase their holdings to reflect any adjustment in the annual cash retainer within a reasonable period of time following any adjustment. Once a director has met the requirement, if there is a subsequent decline in the Company’s share price that causes the director’s ownership level to fall below this requirement, the director is expected to refrain from selling or transferring shares until the guideline is again satisfied. All directors are currently in compliance with the stock ownership requirement for directors.

  38. Compensation of Directors

    | Directors are expected to own shares or share equivalents with a value (based on the NYSE closing price) equal to 5x the annual cash retainer by the end of the fifth fiscal year after joining the Board. |

  39. Compensation of Directors

    | Name | Annual Retainers(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Tonit M. Calaway | 130,000 | 160,000 | — | 290,000 | | Lisa A. Davis(4) | 150,000 | 160,000 | 10,000 | 320,000 | | Andrew W. Evans | 89,556 | 160,000 | — | 249,556 | | Jessica Trocchi Graziano | 147,222 | 160,000 | — | 307,222 | | Paul C. Hilal | — | — | — | — | | Bhavesh V. Patel | 89,556 | 160,000 | — | 249,556 | | Dennis H. Reilley | 99,889 | 360,000 | — | 459,889 | | Wayne T. Smith | 130,000 | 410,000 | 10,000 | 550,000 | | Alfred Stern | 89,556 | 160,000 | — | 249,556 | | Howard Ungerleider | 10,833 | 66,667 | — | 77,500 | | Charles I. Cogut | 41,167 | — | 246 | 41,413 | | David H.Y. Ho | 41,167 | — | — | 41,167 | | Edward L. Monser | 57,000 | — | — | 57,000 | | Matthew H. Paull | 49,083 | — | 2,356 | 51,439 |

  40. Compensation of Directors

    (1)This column includes annual retainers and committee Chair retainers. Certain directors voluntarily elected to defer some or all of their cash retainers. Any amounts that have been deferred are included in this column. (2)This column shows the grant date fair value of the annual deferred stock unit grant for 2025 calculated in accordance with FASB ASC Topic 718. Deferred stock units earned by directors are fully expensed on the Company’s financial statements at the market value of a share of stock on the date of grant. The annual deferred stock unit grant is prorated for directors elected other than at an annual meeting. This column includes annual deferred stock unit grants for the Chairman and Vice Chairman of the Board. All deferred stock units credited to directors are fully vested. (3)Amounts in this column reflect charitable matching contributions from the Air Products Foundation for Ms. Davis and Mr. Smith. This column also reflects above-market interest credited to the Deferred Compensation Program for Mr. Cogut and Mr. Paull. Interest is calculated for the Deferred Compensation Program using a Moody’s A-rated Corporate Bond Rate because this is comparable to the rate the Company pays its other creditors on long-term obligations. When this rate exceeds 120% of a rate set by the U.S. Internal Revenue Service for obligations of similar maturity, it is treated as above-market interest even though it is based on a market average for corporate bonds. (4)Ms. Davis will retire from the Board effective at the conclusion of the Annual Meeting.

  41. Compensation of Directors

    | 36 | Air Products and Chemicals, Inc. | |

  42. Compensation of Directors

    | EXECUTIVE COMPENSATION |

  43. Compensation of Directors

    | PROPOSAL 2 | The Board recognizes the interest our shareholders have in the Company’s executive officer compensation program and is committed to strong compensation governance. As a part of that commitment, and in accordance with SEC rules and the strong preference of our shareholders, we annually ask our shareholders to approve an advisory resolution on the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis and accompanying executive compensation tables and narrative discussion. This proposal, commonly known as a “say-on-pay” proposal, gives you the opportunity to express your approval or disapproval of our fiscal 2025 executive compensation program by voting for or against the following resolution: RESOLVED, that the compensation of the named executive officers as discussed and disclosed in the Compensation Discussion and Analysis and the executive compensation tables and accompanying narrative is approved. Although the vote is non-binding, the Board and the Management Development and Compensation Committee will review the voting results. If there are a significant number of negative votes, we will seek to understand the concerns that influenced the vote and to address them in making future decisions regarding the Company’s executive compensation program. At the 2025 Annual Meeting of Shareholders, approximately 93.7% of shares voted were cast in favor of our executive compensation program. As described in the Compensation Discussion and Analysis, our executive officer compensation program is designed to support our long-term business strategy and encourage executive leadership to drive creation of shareholder value. It is aligned with the competitive market for talent, sensitive to Company performance and oriented to long-term incentives to maintain and improve the Company’s long-term profitability. We believe the program delivers reasonable pay that is strongly linked to our performance. | | Advisory Vote on Executive Officer Compensation | | | | | | The Board recommends a vote “FOR” this advisory vote on the fiscal 2025 compensation of the Company’s named executive officers. | |

  44. Compensation of Directors

    | | 2026 Proxy Statement | 37 |

  45. Enhancements to our Executive Compensation Program

    | Implemented for Fiscal 2025 •Raised the performance goal for the 100% target payout of performance shares from the 50th to the 55th percentile of the S&P 500 comparator group in order to require above-market performance to earn a target payout. •Capped performance share payouts at 100% if absolute total shareholder return (“TSR”) is negative over the applicable performance period. While absolute TSR has never been negative since tying performance share payout to relative TSR, we understood concerns with the theoretical possibility of above-target payouts if absolute TSR is negative. •Our new CEO does not have an employment agreement and his 2025 target total direct compensation was positioned between the 25th and 50th percentiles of the market. •90% of the fiscal 2025 total direct compensation opportunity for our CEO and over 75% of the total direct compensation opportunity for our other currently serving named executive officers is performance-based to ensure that executive compensation directly reflects the creation of shareholder value. | Being Implemented for Fiscal 2026 Annual Incentive •Updated Annual Incentive Plan to reflect new financial performance metrics consisting of adjusted operating income (60%), adjusted earnings per share (30%) and adjusted working capital (10%). •Updated Annual Incentive Plan metrics and weightings will be used for the entire senior management team, including our executive officers and other senior executives. This replaces our prior practice of using different metrics for different levels of senior management, ensuring that incentive structures are aligned across all senior managers. Long-Term Incentive •Performance shares awarded as long-term incentives beginning in fiscal 2026 will be equally weighted between TSR measured against a fixed group of companies that comprise the S&P 500 Industrials Index and the S&P 500 Materials Index and return on capital, calculated as the three-year average of adjusted return on capital after-tax divided by adjusted capital employed. The Committee expects that these measures will complement one another and focus our leaders on improving return on invested capital and creating long-term value for our shareholders. |

  46. Alignment of Core Compensation Outcomes with Fiscal 2025 Financial Performance

    | Incentive Element | | Threshold | Target | Maximum | Payout (% of Target) | | Fiscal 2025 Annual Incentive Plan (NEOs other than Mr. Maione) | Adjusted EPS | | | | 0% | | | ESG Modifier | | | | 1.0 | | | Final Payout Factor | | | | 0% | | Fiscal 2023 – 2025 Long-Term Incentive Performance Shares | Relative TSR | | | | 80.8% |

  47. Target Total Direct Compensation for 2025 Named Executive Officers

    | Officer | Base Salary ($) | Annual Incentive Target ($) | Grant Value of Long-Term Incentives ($) | Target Total Direct Compensation ($) | | Eduardo Menezes | 1,270,000 | 1,841,500 | 9,888,000 | 12,999,500 | | Melissa N. Schaeffer | 800,000 | 800,000 | 2,500,000 | 4,100,000 | | Victoria Brifo | 600,000 | 600,000 | 1,000,000 | 2,200,000 | | Brian R. Galovich | 650,000 | 650,000 | 850,000 | 2,150,000 | | Francesco Maione | 700,000 | 700,000 | 1,600,000 | 3,000,000 | | Seifi Ghasemi | 1,350,000 | 2,025,000 | 12,125,000 | 15,500,000 | | Sean D. Major | 700,000 | 700,000 | 2,000,000 | 3,400,000 |

  48. TARGET TOTAL DIRECT COMPENSATION MIX

    | | Base Salary | | Annual Incentive | | Long-term Incentives |

  49. TARGET TOTAL DIRECT COMPENSATION MIX

    | | Type | CEO Target | Other NEO Target | Key Terms | | | Base Salary | | | •Target at market median with adjustment based on level of responsibility, experience and individual performance | | | Annual Incentive | | | •Target opportunity references market median •Payout for NEOs other than Mr. Maione based on fiscal year adjusted earnings per share, subject to potential adjustment upwards or downwards by up to 20% based on an ESG modifier over a one-year performance period •Payout for Mr. Maione driven by fiscal year Americas segment adjusted EBITDA, subject to potential adjustment upwards or downwards by up to 30 percentage points based on individual performance factors | | | Long-Term Incentives | | | •Target value generally based on market median for long-term incentives | | | Performance Shares Restricted Stock Units | | | •Performance shares payout based on relative TSR over a three-year performance period •Actual value of performance shares determined by relative shareholder returns during vesting period •Performance at the 55th percentile required for target payout beginning with the performance share grants for fiscal 2025 •Restricted stock units (“RSUs”) vest on the fourth anniversary of the grant date |

  50. Pay and Performance Alignment of Our Core Compensation Program

    Pay and Performance Alignment of Our Core Compensation Program For fiscal 2025, the performance measure for the annual incentive awards was adjusted EPS and an ESG modifier reflective of the executive officers’ role in advancing the Company’s ESG goals. The payout metrics and calculation methodology are described on pages 49-51. In fiscal 2025 our adjusted EPS of $12.03* was less than the threshold amount of $12.43. Accordingly, the Committee determined that the annual incentive award payout factor for our NEOs other than Mr. Maione would be 0%. Mr. Maione’s annual incentive award target was primarily based on Americas segment adjusted EBITDA, which was $2,408.7 million*, before adjustment for currency and non-consolidated equity affiliate income, which resulted in an initial payout factor of 74% for Mr. Maione. The Committee also determined final payout levels for performance share awards granted in fiscal 2023 with a performance cycle ending at the end of fiscal 2025, which were conditioned on our relative TSR compared to companies in the S&P 500. For the three-year performance period, Air Products delivered a cumulative TSR of 24.23% and the resultant TSR percentile rank was 44.5%, which resulted in a payout factor of 80.8%. The payout metrics and calculation methodology are described on page 54.

  51. 2025 SAY ON PAY SUPPORT

    2025 SAY ON PAY SUPPORT Based on this feedback and continuing discussions with shareholders, the Committee completed a thorough review of our pay program in fiscal 2024 and implemented a series of reforms to our pay practices. For fiscal 2025, we increased the target performance goal to require above-market performance for target payout of performance shares, capped potential performance share payout at 100% in the event that absolute TSR was negative for the full performance period and expanded disclosures regarding the alignment of compensation outcomes and performance and our Annual Incentive Plan. We believe these steps contributed to our compensation program receiving the support of approximately 93.7% of votes cast at the 2025 Annual Meeting of Shareholders. In addition, we did not enter into an employment agreement with our new CEO when he was hired in February 2025 and his initial target total direct compensation was established between the 25th and 50th percentiles of the market. Furthermore, as described above, we are taking additional steps in fiscal 2026 to integrate additional performance metrics and weightings for our Annual Incentive Plan and performance shares in order to provide greater incentives to improve returns on invested capital and create long-term value for shareholders. We also are aligning our pay practices between our executive officers and our other senior managers to ensure that incentive structures are the same across levels of responsibility for our senior managers. * Adjusted EPS and Americas segment adjusted EBITDA are non-GAAP financial measures. See Appendix A for a reconciliation to the most directly comparable financial measures calculated under GAAP.

  52. Our Compensation Philosophy

    | Provide competitive compensation for competitive performance. The Company seeks to offer compensation opportunities that are competitive to attract, motivate and retain talented and experienced managers and leaders. | Foster non-financial corporate goals. While financial results are the primary commitment the Company makes to shareholders, the compensation program balances financial results with other Company objectives that support the creation of long-term shareholder value such as safety, workforce development and sustainability. Certain components of the program provide flexibility to adjust compensation upwards or downwards for non-financial and strategic goals and to “claw back” compensation in cases of misconduct or a restatement of our financial results. | Support actions needed to respond to changing business environments. The Company has sought to provide some elements of compensation, such as severance benefits, which give the management team and the Board tools to facilitate decisions about succession planning, divestitures and restructurings or other significant corporate events that may impact the position or employment status of executive officers. |

  53. Fiscal 2025 Total Direct Compensation

    | Component | Description | How Amount Determined/ Performance Considerations | Objectives | | Base Salary | Fixed cash payment. | Targeted at market median with adjustment based on level of responsibility, experience and individual performance. | Provide competitive foundational pay. | | Annual Incentive | Short-term incentive, cash payment. | Target opportunity references market median while actual payout is driven by adjusted EPS for NEOs other than Mr. Maione. The Committee utilizes an ESG modifier to adjust the Annual Incentive Plan award upward or downward for performance against our ESG objectives for NEOs other than Mr. Maione. For Mr. Maione, actual payout is driven by Americas segment adjusted EBITDA and is subject to an individual performance modifier reflective of his position as President of our Americas segment. | Promote achievement of short-term financial and strategic objectives. | | Performance Shares | Deferred stock units that pay out upon achievement of performance targets. Delivered in shares of stock with dividend equivalents also payable upon vesting. | Target value generally based on market median for long-term incentives. Actual payout based on relative TSR (compared to the S&P 500 Index for grants made in fiscal 2025) over a three-year performance period. | Promote achievement of longer-term financial objectives; encourage current decisions that promote long-term value creation; align executive officers’ interests with shareholder returns. | | Restricted Stock Units | Deferred stock units that generally vest on the fourth anniversary of the grant date and pay dividend equivalents accrued upon vesting. | Target value generally based on market median for long-term incentives. Actual value determined by shareholder returns during vesting period. | Retain executive officers; align executive officers’ interests with shareholder returns. |

  54. Setting Total Direct Compensation Levels for Fiscal 2025

    Setting Total Direct Compensation Levels for Fiscal 2025 Overall, the Committee sought to provide total direct compensation target opportunity (base salary, target annual incentive award and long-term incentive award value) for the executive officers that approximated the projected median level for similar positions in the Survey Reference Group. In the case of the CEO and CFO, the projected median level is derived from two data sources—the Survey Reference Group and the Peer Reference Group, each weighted equally and described below. Additional information regarding these peer groups is provided on page 59. Consistent with industry practice, the Company considers total direct compensation within 15% of median to be competitive with market. This margin allows for year-to-year swings in data that can occur based on a number of factors unrelated to underlying compensation strategy. The Company utilizes two peer groups for benchmarking CEO and CFO compensation to ensure that the compensation is reasonably aligned with compensation provided by companies we compete against for talent. The Survey Reference Group is comprised of industrial companies that are similar in revenue size to the Company to benchmark specific pay levels. The Peer Reference Group is comprised of a smaller group of companies in the chemical, industrial, construction, engineering and energy technology services markets with similar capital structures, asset intensity, operating margins and business models. Total direct compensation targets may be established at greater or lesser levels for individual executive officers based on performance factors, experience in the position, retention and succession planning considerations or year-to-year swings in the market reference data. In February 2025, Eduardo Menezes succeeded Seifi Ghasemi as CEO. The Company established Mr. Menezes’ 2025 target total direct compensation between the 25th and 50th percentiles of the market. Target total direct compensation for the other named executive officers serving at the end of fiscal 2025 was positioned to align with their respective market median compensation. The process for determining total direct compensation also includes the Committee’s review of tally sheets, which detail the value, earnings and accumulated potential payout of each element of an executive officer’s compensation in various employment termination scenarios. The tally sheets help the Committee consider the retention value of an executive officer’s accumulated compensation package, compare executive officers’ accumulated compensation and understand the impact of compensation decisions on various termination of employment scenarios.

  55. Annual Incentive Plan

    Annual Incentive Plan Target annual incentive opportunities under the Annual Incentive Plan are intended to be competitive with the market for each of our NEOs, including our CEO. Targets may be established at greater or lesser levels for individual executive officers based on performance factors, internal equity, experience in the position or year-to-year swings in market data. Actual annual incentive awards may be above or below target depending upon the Company’s fiscal year performance as measured by the performance measures and goals established by the Committee at the beginning of the fiscal year. When performance exceeds the target goals for the performance measures, annual incentive awards may exceed target as well and may exceed market median payouts. Actual annual incentive awards can range from 0% to 240% of target, inclusive of the application of the ESG modifier that we adopted in fiscal 2022. In his capacity as President of our Americas segment, Mr. Maione was subject to the application of positive or negative discretion of up to 30 percentage points based on individual performance factors in lieu of the ESG modifier. Over the previous five years, executive officer awards have ranged from 0% to 160% of target. Determination of annual incentive awards is a multi-step process, which begins with establishing target opportunities. At the beginning of the fiscal year, the Committee determines executive officer target annual incentive awards as a percentage of each executive officer’s base salary based on the Survey Reference Group and, for the CEO and CFO, a Peer Reference Group competitive assessment. Target bonus opportunities for NEOs for the fiscal years 2024 and 2025 are outlined below.

  56. Annual Incentive Plan

    | | 2026 Proxy Statement | 49 |

  57. Annual Incentive Plan

    | Officer | 2024 Target (% of Base Salary) | 2025 Target (% of Base Salary) | 2025 Target Value ($) | | Eduardo Menezes(1) | — | 145 | 1,841,500 | | Melissa N. Schaeffer | 100 | 100 | 800,000 | | Victoria Brifo(2) | — | 100 | 600,000 | | Brian R. Galovich(2) | — | 100 | 650,000 | | Francesco Maione(2) | — | 100 | 700,000 | | Seifi Ghasemi | 150 | 150 | 2,025,000 | | Sean D. Major | 100 | 100 | 700,000 |

  58. Annual Incentive Plan

    (1)Mr. Menezes was appointed CEO effective February 7, 2025. This amount reflects his annualized incentive plan opportunity, while his 2025 target was prorated for his service to the Company in fiscal 2025. (2)Ms. Brifo and Messrs. Galovich and Maione were designated as executive officers for the first time in fiscal 2025. Therefore, no fiscal 2024 Annual Incentive Plan opportunity is provided. An executive officer’s actual payout is determined by multiplying the target award by his or her individual payout factor. As a first step in determining an executive officer’s individual payout factor, the Committee determines an initial payout factor derived from the Company’s performance against the performance objectives established by the Committee at the beginning of the fiscal year. For fiscal 2025, the Committee selected rigorous adjusted EPS targets as the performance measure for the Annual Incentive Plan for NEOs other than Mr. Maione in order to incentivize the executive officers to execute the Company’s growth strategy and deliver value to shareholders. Target adjusted EPS of $12.85* represented an 8% year-on-year increase in adjusted EPS excluding our former LNG business, which was divested in September 2024, and was the midpoint of the initial 2025 EPS guidance that we provided to investors in November 2024. The threshold, target and maximum payout factors for the adjusted EPS measure are set out below. Factors are interpolated between points.

  59. Annual Incentive Plan

    | 2025 Adjusted EPS | Initial Payout Factor % | | <$12.43 | 0 | | $12.43 | 50 | | $12.85 | 100 | | $13.10 | 200 |

  60. Annual Incentive Plan

    For Mr. Maione, reflective of his position as President of our Americas segment, performance was primarily based on Americas segment adjusted EBITDA, with target payout based on a 10% year-on-year premium to the final fiscal 2024 segment adjusted EBITDA.

  61. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

  62. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    | Determine Target Award (beginning of fiscal year)X | Determine Initial Payout Factor (after fiscal year-end)X | Apply modifier by multiplying modifier by Initial Payout Factor (after fiscal year-end) | = | Annual Incentive Plan Payout |

  63. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    For fiscal 2025, our adjusted EPS was $12.03*, which resulted in an initial payout factor of 0% for our NEOs other than Mr. Maione. With respect to Mr. Maione, fiscal 2025 Americas segment adjusted EBITDA was $2,408.7 million*, before adjustment for currency and non-consolidated equity affiliate income, which resulted in an initial payout factor of 74%. * Adjusted EPS and Americas segment adjusted EBITDA are non-GAAP financial measures and are defined and reconciled on a GAAP basis in Appendix A.

  64. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    | 50 | Air Products and Chemicals, Inc. | |

  65. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    For fiscal 2025, the Company continued the policy of modifying compensation payable under our Annual Incentive Plan based on the Committee’s assessment of our performance against our ESG objectives for our NEOs, other than Mr. Maione. This modifier involves adjusting the initial payout factor by a multiple of 0.8 to 1.2, which means that Annual Incentive Plan payout may be adjusted upwards or downwards by up to 20% (as a percentage of target) based on the ESG modifier. The ESG modifier has the following attributes: •the ESG modifier reflects the Committee’s consideration of the executive officers’ role in advancing the Company’s safety, workforce development and sustainability; and •the ESG modifier is “universal,” meaning that the same payout adjustment is applied consistently for all executive officers who are subject to the modifier (all NEOs other than Mr. Maione). When determining the 2025 final Annual Incentive Plan payout factor, the Committee evaluated progress toward achievement of these ESG objectives, including safety performance, workforce development and sustainability goals. The Committee determined that it was appropriate to apply a modifier of 1.0 based on the Company’s fiscal 2025 ESG performance. Given the adjusted EPS performance for 2025 resulted in an initial payout factor of 0%, the final payout factor remained at this 0% level. For Mr. Maione, the Committee applied positive discretion of 16 percentage points in recognition of strong underlying performance of the core Americas business, despite headwinds from certain projects. The following table reflects the determination of the Annual Incentive Plan payout for fiscal 2025. As described above, the payout is the product of the 2025 target value established at the beginning of the fiscal year, multiplied by the initial payout factor of 0%, which was then multiplied by the ESG modifier of 1.0 for NEOs other than Mr. Maione. Mr. Maione's payout factor of 90% reflects his 74% initial payout factor plus the Committee's provision of 16 percentage points of positive discretion, in each case as described above.

  66. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    | Annual Incentive Plan | 2025 Target Value ($) | Initial Payout Factor ($) | ESG Modifier(1) | Final Payout Factor(2) | Annual Incentive Plan Payout ($) | | Eduardo Menezes(3) | 1,190,668 | — | 1.0 | — | — | | Melissa N. Schaeffer | 800,000 | — | 1.0 | — | — | | Victoria Brifo | 600,000 | — | 1.0 | — | — | | Brian R. Galovich | 650,000 | — | 1.0 | — | — | | Francesco Maione | 700,000 | 518,000 | — | 0.90 | 630,000 | | Seifi Ghasemi(3) | 715,685 | — | 1.0 | — | — | | Sean D. Major(3) | 544,657 | — | 1.0 | — | — |

  67. DETERMINATION OF ANNUAL INCENTIVE PLAN PAYOUT

    (1)As described above, an ESG modifier was applied to NEOs other than Mr. Maione. (2)Positive discretion was applied to Mr. Maione based on his individual performance as President of our Americas segment. (3)Target amounts reported are pro-rated for partial years of service for Mr. Menezes, our current CEO who was appointed effective February 7, 2025, and Messrs. Ghasemi and Major, whose service as officers terminated during fiscal 2025.

  68. Discretionary Bonuses

    Discretionary Bonuses Discretionary bonuses are not a regular component of our executive compensation program, but we pay such bonuses from time to time as recruitment or retention incentives. Mr. Maione received a cash bonus of $150,000 in June 2025 in conjunction with his transfer from Spain to the U.S. In addition, following the completion of fiscal 2025, the Committee awarded cash bonuses to Ms. Schaeffer, Ms. Brifo and Mr. Galovich as further described below. Before these bonuses, the Company last paid discretionary bonuses to its NEOs in fiscal 2022. The Committee determined that it was appropriate to award Ms. Brifo and Mr. Galovich each a discretionary bonus in light of their individual performance in fiscal 2025 and their contributions to the leadership transition and significant efforts to restructure and reduce costs. The Committee also determined that recognizing their performance and achievements were important to retaining their skills in roles of critical importance. The amount of the discretionary bonus for Ms. Brifo and Mr. Galovich was $486,000 and $526,500, respectively, which reflects what they would have received under the Annual Incentive Plan if they had remained subject to an adjusted EBITDA

  69. Discretionary Bonuses

    | | 2026 Proxy Statement | 51 |

  70. Discretionary Bonuses

    target, which is used for other executive leadership team members in corporate functions and which applied to Ms. Brifo and Mr. Galovich prior to fiscal 2025. This aligned the bonuses for these executives with those that were generally paid to the rest of the organization, which were based on adjusted EBITDA targets for the company or the operating segment to which the executive was assigned. The fiscal 2025 adjusted EBITDA target for the group of other executive leadership team members with a company adjusted EBITDA target was set at a 10% premium over the prior year and a payout level of 81% of target was achieved. The Committee also granted a discretionary bonus to Ms. Schaeffer in light of her individual performance in fiscal 2025. Specifically, the Committee considered her leadership during a transitional period for the Company and her strong contributions to take steps to reorient the Company’s strategy and project portfolio, including steps to derisk, descope and cancel certain large projects. The Committee also considered her contributions to cost reduction and restructuring actions. The Committee determined that recognizing these achievements was important to retain Ms. Schaeffer's services as Chief Financial Officer. In establishing the level of Ms. Schaeffer's discretionary bonus, the Committee also applied the adjusted EBITDA target that was applied to other executive leadership team members in corporate functions as described above, which resulted in a discretionary bonus of $648,000. In addition to the reasons set forth above, the efforts of each of Ms. Schaeffer, Ms. Brifo and Mr. Galovich contributed significantly to the Company’s annual adjusted EPS exceeding the midpoint of the revised guidance range that the Company provided on its second quarter earnings call on May 1, 2025, which was the initial guidance that was provided following our CEO transition and the decision to exit three large projects in the U.S.

  71. Long-Term Incentives

    Long-Term Incentives The Committee believes long-term incentive compensation is a critical pay element for our CEO and for our other executive officers because it creates alignment with shareholders and promotes achievement of long-term financial and strategic objectives. The success of the Company’s business and resulting value for our shareholders is predominantly built on stable, long-term relationships with customers and substantial capital investments that generate returns over a long-term time horizon. Reflecting this long-term business model, the Committee emphasizes long-term incentive compensation designed to ensure that the decisions being made today build value for the long-term and reward sustainable growth, disciplined capital investment, sustainable cost reduction and consistent operational excellence. For fiscal 2025, the Committee maintained its practice of utilizing two types of long-term incentives for our executive officers: performance shares, which are conditioned on relative TSR performance compared to the S&P 500 Index over a three-year period (for fiscal 2025-2027); and RSUs, which generally vest four years after the grant date, subject to the recipient’s continued service to the Company. These types of equity incentives promote achievement of long-term objectives and value creation and directly link executive officers’ interests to shareholder returns and provide a strong retention incentive. For fiscal 2025 we continued our practice of using a mix of long-term incentive value composed of 60% performance shares and 40% RSUs. The Committee chose this mix to provide a balance of stock-based compensation to encourage above-market performance and talent retention. Because both components of an executive officer’s long-term incentive opportunity are delivered in stock-based awards, their value is based on our stock price, which serves the Committee’s objective of creating alignment with shareholders. The Committee determined the level of long-term incentive grants for fiscal 2025 at the beginning of the fiscal year. Prior to making the grants, the Committee established an intended long-term incentive value for each executive officer. When setting these target values, the Committee considered the Survey Reference Group and Peer Reference Group competitive data and target total direct compensation opportunities. Executive Officers’ long-term incentive opportunity is generally positioned at the market median.

  72. Long-Term Incentives

    | 52 | Air Products and Chemicals, Inc. | |

  73. Long-Term Incentives

    Individual performance or other factors may result in awards that are above or below the market median. These factors include tenure and experience, succession planning and retention, subjective evaluations of performance, historical grant levels and other recent compensation actions with respect to the individual such as special retention awards. For fiscal 2025 our CFO’s Long-Term Incentive target value was increased to align more closely with the market and reflect Ms. Schaeffer’s continued progression and experience in her role. The actual value realized may differ significantly (up or down) from the target value due to Company stock price performance over the life of the awards and the extent to which performance goals are met in the case of performance shares.

  74. Long-Term Incentives

    | Officer | FY2024 Long-Term Incentive Target Value ($) | FY2025 Long-Term Incentive Target Value ($) | % Increase | | Eduardo Menezes(1) | — | 9,888,000 | — | | Melissa N. Schaeffer | 2,300,000 | 2,500,000 | 9 | | Victoria Brifo(1) | — | 1,000,000 | — | | Brian R. Galovich(1) | — | 850,000 | — | | Francesco Maione(1) | — | 1,600,000 | — | | Seifi Ghasemi | 12,125,000 | 12,125,000 | — | | Sean D. Major | 2,000,000 | 2,000,000 | — |

  75. Long-Term Incentives

    (1)Mr. Menezes, Ms. Brifo, Mr. Galovich and Mr. Maione were designated as executive officers for the first time in fiscal 2025, therefore no fiscal 2024 long-term incentive target value or percentage increase are provided. Fiscal 2025 long-term incentive target value for Mr. Menezes was pro-rated based on the number of days worked in fiscal 2025. The prorated award value and units are reflected in the Fiscal 2025 Grants of Plan-Based Awards Table on page 64. Mr. Maione received a small special retention RSU grant on the same date as his annual RSU award in December 2025 and a more significant grant of RSUs in June 2025 in connection with his transfer from Spain to the U.S. These grants are reflected in Fiscal 2025 Grants of Plan-Based Awards Table on page 64.

  76. Performance Shares

    Performance Shares

  77. Fiscal 2025 Performance Share Grants

    Fiscal 2025 Performance Share Grants In fiscal 2025, performance shares made up 60% of the long-term incentives granted to our executive officers and were the single most significant component of our executive compensation program, accounting for approximately 46% of our CEO’s total direct compensation opportunity and 31% of the total direct compensation opportunity for our other NEOs serving at the end of the fiscal year. Performance shares entitle the recipient to one share of Company stock and accumulated dividend equivalents for each performance share earned upon the satisfaction of performance objectives and other conditions to earning the award. Performance shares are granted each year with overlapping three-year performance cycles. The awards are paid out at the end of the three-year period based on the achievement of specified performance goals. Payouts of performance shares range from 0% to 200% of the target level of shares awarded. The target level for fiscal 2025 grants (60% of the total intended long-term incentive value for each executive officer) was converted to a number of deferred stock units based on the average NYSE closing stock price for the ten trading days preceding the grant date. The actual number of performance shares earned is determined by multiplying the target number of shares by a payout factor, which is subject to adjustment by the Committee within a narrow range (+/-15 percentage points) to address performance factors that may not be reflected in relative TSR results.

  78. Fiscal 2025 Performance Share Grants

    | | 2026 Proxy Statement | 53 |

  79. Fiscal 2025 Performance Share Grants

    Fiscal 2025 performance shares were granted conditioned upon the Company’s three-year TSR percentile rank compared to the TSR of S&P 500 Index companies over the three-year performance period (fiscal 2025-2027). The payout factor for performance share grants will be determined in accordance with the following schedule (with payout factors interpolated between levels):

  80. Fiscal 2025 Performance Share Grants

    | Company’s TSR Percentile Rank | Payout Factor%(1) | | >75th percentile | 200 | | 55th percentile(2) | 100 | | 30th percentile | 30 | | <30th percentile | 0 |

  81. Fiscal 2025 Performance Share Grants

    (1)The Committee may increase or decrease the payout factor by up to 15 percentage points. (2)Beginning with the performance share grants that were made in fiscal 2025, the TSR percentile rank required to earn a payout factor of 100% (target payout) increased to the 55th percentile, requiring above market performance to earn a target payout. The target number of fiscal 2025 performance shares granted to each NEO was as follows:

  82. Fiscal 2025 Performance Share Grants

    | Officer | Target Performance Shares | | Eduardo Menezes | 16,720 | | Melissa N. Schaeffer | 4,548 | | Victoria Brifo | 1,819 | | Brian R. Galovich | 1,546 | | Francesco Maione | 991 | | Seifi Ghasemi | 22,059 | | Sean D. Major | 3,638 |

  83. Fiscal 2023-2025 Performance Shares Payout

    Fiscal 2023-2025 Performance Shares Payout In November 2025, the Committee also determined final payout levels for performance share awards granted in fiscal 2023 with a performance cycle concluding at the end of fiscal 2025. For the three-year performance period, our TSR was 24.23% and the TSR percentile rank compared to TSR of S&P 500 Index companies was in the 44.5th percentile, which resulted in a payout factor of 80.8% for the fiscal 2023-2025 performance cycle. The Committee did not apply discretion to adjust the performance share payout.

  84. Fiscal 2023-2025 Performance Shares Payout

    | Officer | Target Performance Shares Grant | Performance Shares Earned | | Eduardo Menezes | — | — | | Melissa N. Schaeffer | 3,966 | 3,205 | | Victoria Brifo | 1,587 | 1282 | | Brian R. Galovich | 1,290 | 1,042 | | Francesco Maione | 1,081 | 873 | | Seifi Ghasemi | 24,047 | 19,430 | | Sean D. Major(1) | 2,726 | 2,203 |

  85. Fiscal 2023-2025 Performance Shares Payout

    (1)The target performance shares grant figure provided for Mr. Major has been adjusted to reflect proration pursuant to the treatment for executive separations in the Company’s Long-Term Incentive Plan.

  86. Fiscal 2023-2025 Performance Shares Payout

    | 54 | Air Products and Chemicals, Inc. | |

  87. Restricted Stock Units

    Restricted Stock Units Each RSU entitles the recipient to receive one share of Company stock upon payout, generally at the end of a four-year vesting period. RSUs are conditioned upon continued employment during the vesting period but are subject to special vesting rules for terminations due to death, disability or retirement or terminations covered by the Separation Program described on page 72. Upon vesting, RSUs also entitle the holder to receive dividend equivalents equal to the amount of dividends paid on a share of Company stock during the vesting period. The vesting conditions provide an incentive for retention, and the value of this compensation element increases or decreases in direct proportion to our TSR. The value of RSUs granted to the executive officers in fiscal 2025 is reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table, which appear on pages 62 and 64, respectively. The target level for fiscal 2025 grants (40% of the total intended long-term incentive value for each executive officer) was converted to a number of deferred stock units based on the average NYSE closing stock price for the ten trading days preceding the grant date. In addition, in December 2024 the Company made a special RSU retention grant of 1,000 RSUs to Mr. Maione and in June 2025 the Company made an additional special RSU retention grant of 10,982 RSUs to Mr. Maione in connection with his transfer to the U.S. from Spain. These RSUs will vest on the third anniversary of the date of grant. In fiscal 2025, we granted RSUs to our NEOs as follows:

  88. Restricted Stock Units

    | Officer | RSUs | | Eduardo Menezes | 12,635 | | Melissa N. Schaeffer | 3,032 | | Victoria Brifo | 1,212 | | Brian R. Galovich | 1,030 | | Francesco Maione | 12,643 | | Seifi Ghasemi | 14,706 | | Sean D. Major | 2,425 |

  89. Restricted Stock Units

    | | 2026 Proxy Statement | 55 |

  90. Restricted Stock Units

    | 4 | Employee Benefit Plans and Other Compensation |

  91. Restricted Stock Units

    Our employee benefit programs are offered and designed to be competitive and to provide reasonable security for employees. Welfare and retirement benefits are offered at essentially the same level to all U.S. salaried employees, including executive officers.

  92. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements The Committee amended and restated the Executive Separation Program in November 2025 (the “Separation Program”) to simplify the Company’s approach to severance benefits and to provide such benefits on a consistent basis among senior executives, including by ensuring that the Separation Program applies in both change in control and non-change in control situations, replacing our former practice of having separate change in control agreements for our executive officers. These arrangements provide benefits to the Company and its shareholders by facilitating the retention of senior executives and maintaining a stable work environment. The Committee periodically reviews the Separation Program and benefits to ensure market competitiveness and appropriateness for the Company’s business. All of our NEOs participate in the Separation Program. This program is intended to facilitate changes in the leadership team by establishing terms for separation in advance, allowing for a smooth transition of responsibilities when it is in the best interests of the Company. The program provides severance benefits and vesting of certain long-term incentives upon involuntary termination other than for “cause” or voluntary termination for “good reason” (as each term is defined in the applicable severance agreement) in exchange for certain post-employment restrictions designed to protect the Company. Details of the program are provided on page 72. To enable the management team to negotiate effectively for shareholders without concern for their own future in the event of any actual or threatened change in control of the Company, the Separation Program includes benefits for Executive Officers upon termination of employment in connection with a change in control. Prior to the amendment to the Separation Program to include change in control provisions, the Company maintained individual change in control agreements with its NEOs, although Ms. Schaeffer is the only NEO who remains subject to such an arrangement. Consistent with compensation governance best practices, both the Separation Program and Ms. Schaeffer’s agreement contain “double-trigger” provisions, which means that each participant will receive specific rights and benefits if, following a change in control, his or her employment is terminated by the Company without “cause” or the NEO terminates his or her employment for “good reason” (as each term is defined within the applicable agreement) in exchange for certain post-employment restrictions designed to protect the Company. Details of these arrangements are described on pages 74-76.

  93. Severance and Change in Control Arrangements

    | 56 | Air Products and Chemicals, Inc. | |

  94. Roles of the Committee, Compensation Consultant and Management in the Compensation Process

    Roles of the Committee, Compensation Consultant and Management in the Compensation Process

  95. Committee Responsibilities

    Committee Responsibilities The Committee is responsible to the Board and to shareholders for establishment and oversight of the Company’s compensation program for executive officers and for approving the compensation level of the executive officers. The Committee establishes overall compensation strategies and policies for the executive officers, allocates compensation for executive officers among the various components of compensation, evaluates and approves performance measures and goals relevant to the incentive compensation of the executive officers, evaluates the performance of the CEO with input from the Board, determines total direct compensation levels for the CEO and evaluates and approves direct compensation levels for other executive officers. Each year, the Committee: •reviews and evaluates the appropriateness of the Company’s current executive officer compensation program based on several factors, including competitiveness of the program and alignment of compensation delivered under the program with the Company’s strategies and performance; •reviews whether the program design encourages excessive risk-taking; •approves peer groups for market reference; •reviews dilution and burn rates associated with the Company’s equity compensation; •evaluates and approves changes to incentive compensation and benefit plans when needed; •approves incentive compensation payouts for the current year; and •addresses other specific issues regarding management development and compensation as needed. Periodically, the Committee also undertakes an extensive review of the competitiveness and appropriateness of certain pay practices such as severance and change in control arrangements.

  96. Engagement of Compensation Consultant

    Engagement of Compensation Consultant The Committee retains an external compensation consultant to provide independent advice, information and analysis on executive compensation. The Committee has established several practices to ensure the external consultant’s independence, candor and objectivity. The consultant is engaged by, has its compensation set by and reports directly to the Committee, frequently meets separately with the Committee (with no members of management present) and consults with the Committee Chair in between meetings. At each Committee meeting, management reports fees paid for executive compensation consulting services performed by the consultant to the Committee, and the Committee approves in advance the executive compensation consulting services to be performed.

  97. Engagement of Compensation Consultant

    | | 2026 Proxy Statement | 57 |

  98. Engagement of Compensation Consultant

    The Committee retained Willis Towers Watson (“WTW”) as its external consultant for fiscal 2025. Aggregate fees for WTW’s executive compensation consulting services provided to the Committee were $348,669. During fiscal 2025, WTW also performed global retirement plan actuarial, administrative and consulting, global investment consulting, health care exchange and aviation insurance brokering services for the Company and provided “Talent & Rewards” data surveys, an employee engagement survey, and proxy review services in addition to the work performed for the Committee. The aggregate fees for those services were $2,418,273. The decision to hire WTW for actuarial services was made over a decade ago after an extensive bid process. WTW is one of the few firms that is able to provide these services on a global basis. The decisions to hire WTW for the health care exchange, health care consulting and insurance brokering services were made by the responsible functional managers after a competitive bidding process. The decision to hire WTW for the global investment consulting services for our pension plans was made by the Pension Investment Committee and members of our Treasury and Human Resources functions after a competitive bidding process.

  99. Engagement of Compensation Consultant

    | Independence Compensation Consultant During fiscal 2025, WTW provided advice and analysis to the Committee on total direct compensation for individual executive officers, peer group composition, incentive plan performance measures, compensation program design, pay versus performance disclosure and external trends and developments. WTW also provided an analysis of the alignment of pay delivered under the Company’s executive officer compensation program with its performance compared to peer group pay and performance, governance and regulatory updates, a third-party independent review of the Company’s executive compensation disclosures and an incentive plan risk assessment. Independence Assessment The Committee assessed WTW’s independence and concluded that there are no conflicts of interest that would prevent WTW from independently advising the Committee. In making this determination, the Committee considered, among other things, the fees paid for services provided to management as a percentage of WTW’s consolidated revenues, policies and procedures established by WTW to mitigate conflicts of interest and the lack of business and personal relationships between WTW team members and the Company’s executive officers and Committee members. |

  100. Benchmarking

    Benchmarking The Committee believes that a threshold characteristic of reasonable compensation is that it is aligned with compensation provided by companies the Company competes against for talent. In preparation for determining fiscal 2025 compensation, the Committee benchmarked executive officer compensation levels to evaluate the competitiveness of the program and as a reference for establishing compensation levels for fiscal 2025. The Committee uses two peer groups for benchmarking, which it reviews annually.

  101. Peer Groups

    Peer Groups

  102. Peer Groups

    | Name | Criteria | Purpose | Source | | Survey Reference Group | Broad group of industrial companies with $6-25 billion in annual revenue | Benchmark competitive executive officer direct compensation levels at target | WTW and Mercer surveys | | Peer Reference Group | Chemical; industrial; and construction, engineering and energy technology services companies with similar capital structure, asset intensity and profitability to the Company | Benchmark competitive direct compensation levels for CEO and CFO, pay practice and pay for performance assessment | Compiled from proxy statement filings |

  103. Peer Groups

    For purposes of assessing competitiveness and recommending compensation levels for fiscal 2025, the Committee used survey data from WTW and Mercer compensation databases on a group of industrial companies with annual revenue of $6 to $25 billion (the “Survey Reference Group”). The Survey Reference Group is representative of the companies the Company competes against for talent and is used by the Company for various compensation benchmarking purposes, not just executive officer compensation. A list of companies included in the Survey Reference Group is provided in Appendix B. Prior to the beginning of the fiscal year, the Committee reviewed an assessment of each NEO’s compensation level relative to the Survey Reference Group based on similar functional responsibilities. The assessment identified median, 25th and 75th percentile levels for base salary, target annual incentive, target long-term incentives and target total direct compensation. Annual and long-term incentive levels reflected a three-year average to reduce volatility in results. The Committee also reviewed proxy data compiled from the Peer Reference Group, which is a smaller group of companies that are competitors of the Company or are similar to the Company in that they are chemical, industrial and construction, engineering and energy technology services companies with similar capital structures, asset intensity, operating margins and business models (the “Peer Reference Group”). Peer Reference Group companies are generally similar in revenue size to the Company, however certain companies with higher revenues are included based on similarity of business model. The Committee used the Peer Reference Group for benchmarking specific pay practices and for assessing alignment of pay with performance. In addition, the Committee also uses the Peer Reference Group to assess competitive compensation levels for CEO and CFO total direct compensation. Because proxy data does not necessarily reflect similar positions to the other executive officers, only the Survey Reference Group is used to benchmark pay levels for them. The fiscal 2025 Peer Reference Group consisted of the following companies:

  104. Peer Groups

    | Baker Hughes Company Celanese Corporation Dover Corporation DuPont de Nemours, Inc. Eastman Chemical Company Eaton Corporation plc Ecolab Inc. | Emerson Electric Co. Fluor Corporation Fortive Corporation Illinois Tool Works Inc. Ingersoll Rand Inc. Johnson Controls International plc Linde plc | NextEra Energy, Inc. Occidental Petroleum Corporation Parker-Hannifin Corporation PPG Industries, Inc. Quanta Services, Inc. Schlumberger N.V. TechnipFMC plc |

  105. Peer Groups

    | | 2026 Proxy Statement | 59 |

  106. Risk Assessment

    Risk Assessment During fiscal 2025, the Committee, with assistance from WTW, conducted a risk assessment of the Company’s executive officer compensation program. The Committee concluded that the program is balanced and does not provide an enticement for executives to take risks that are likely to have an adverse effect on the Company due to the following features: •the Company does not use highly leveraged short-term incentives that drive risky investments at the expense of long-term Company value; •the Company’s compensation programs reward consistent, long-term performance by heavily weighting compensation to long-term incentives; •concentration of long-term incentive compensation in awards based on relative TSR combined with overlapping grant cycles strengthens executives’ incentive to foster stable, long-term performance; •performance share award payouts are capped at 100% if absolute TSR is negative over the applicable 3-year performance period; •cash incentive awards are capped at sustainable levels, and the Committee has discretion to reduce awards, including for non-financial considerations; •the Company enforces substantial executive officer stock ownership and holding requirements; and •the Company has recoupment policies applicable to incentive compensation that permit the Company to cancel awards and recoup certain gains in the event of an accounting restatement or conduct that is detrimental to the Company. In addition, management conducted and reported to the Committee on its evaluation of the Company’s overall compensation practices and programs to assess whether any of these programs and practices exposed the Company to excessive risk-taking, concluding there were no such programs or practices.

  107. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table

  108. Fiscal 2025 Summary Compensation Table

    | Officer and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Eduardo Menezes Chief Executive Officer | 2025 | 810,846 | — | 10,918,501 | — | — | 79,940 | 11,809,287 | | Melissa N. Schaeffer Executive Vice President and Chief Financial Officer | 2025 | 782,692 | 648,000 | 3,204,915 | — | 361 | 72,511 | 4,708,479 | | | 2024 | 707,692 | — | 2,456,375 | 473,425 | 253 | 93,175 | 3,730,920 | | | 2023 | 626,923 | — | 2,816,085 | 936,000 | 425 | 72,467 | 4,451,900 | | Victoria Brifo Executive Vice President and Chief Human Resources Officer, Corporate Communications and Corporate Relations | 2025 | 586,338 | 486,000 | 1,281,601 | — | 12,040 | 51,540 | 2,417,520 | | Brian Galovich Executive Vice President and Chief Information Officer | 2025 | 649,760 | 526,500 | 1,089,222 | — | 189 | 61,327 | 2,326,998 | | Francesco Maione President, Americas and Global Helium & Rare Gases | 2025 | 558,688 | 150,000 | 4,034,139 | 630,000 | — | 995,410 | 6,368,237 | | Seifi Ghasemi Former Chairman, President and Chief Executive Officer | 2025 | 488,077 | — | 15,544,683 | — | 4,500 | 7,381,603 | 23,418,863 | | | 2024 | 1,350,000 | — | 12,950,997 | 1,322,325 | 4,619 | 262,755 | 15,890,696 | | | 2023 | 1,350,000 | — | 17,074,629 | 3,240,000 | 11,675 | 401,795 | 22,078,099 | | Sean D. Major Former Executive Vice President, General Counsel and Secretary | 2025 | 540,385 | — | 2,563,538 | — | 1,357 | 1,606,986 | 4,712,266 | | | 2024 | 650,000 | — | 2,136,151 | 424,450 | 1,085 | 101,105 | 3,312,791 | | | 2023 | 626,923 | — | 2,111,813 | 1,040,000 | 2,320 | 89,144 | 3,870,200 |

  109. Fiscal 2025 Summary Compensation Table

    (1)Fiscal 2025 reflects a base salary increase for Ms. Schaeffer from $725,000 to $800,000, effective December 23, 2024. Mr. Maione transferred from Spain to the U.S. in June 2025. The salary amount for Mr. Maione reflects an amount converted to U.S. dollars from euros, using an exchange rate of $1.08 U.S. dollars to 1.00 euro, which was the average exchange rate for the period October 2024 to May 2025. (2)This column indicates discretionary year-end bonuses that were paid to Ms. Schaeffer, Ms. Brifo and Mr. Galovich and a retention bonus that was paid to Mr. Maione in June 2025 in conjunction with his country transfer from Spain to the U.S. (3)Amounts in this column represent the grant date fair value of RSUs and performance share awards granted in the fiscal year indicated, disregarding any estimate of forfeitures related to time-based vesting. Generally, the expense for these awards is recognized over the vesting or performance period unless the recipient is eligible for retirement and the award vests upon retirement, in which case the expense may be required to be recognized entirely in the year of grant. The valuation models and assumptions applicable to these grant date fair values are set forth in Note 21, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, which was filed with the SEC on November 20, 2025. The amounts shown may not correspond to the actual value that will be realized by the executive officers. The grant date fair values of the performance shares are based upon the grant date probable outcomes of satisfying the performance conditions stipulated in the grants. The maximum grant date values of performance share grants are reflected in the table below. Maximum values use the NYSE closing stock price on the date of grant at the maximum calculated payout of 200% as well as the maximum discretion that could be applied of 15%. For additional information on awards made in fiscal 2025, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards Table on pages 64 and 66, respectively.

  110. Fiscal 2025 Summary Compensation Table

    | 62 | Air Products and Chemicals, Inc. | |

  111. Fiscal 2025 Grants of Plan-Based Awards Table

    Fiscal 2025 Grants of Plan-Based Awards Table

  112. Fiscal 2025 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock Awards | | Officer | Award Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | ($) | | Eduardo Menezes | Annual Incentive Plan | | 0 | 1,190,668 | 2,857,603 | | | | | | | | Performance Shares | 2/24/2025 | | | | 0 | 16,720 | 35,948 | | 7,009,358 | | | Restricted Stock Units | 2/24/2025 | | | | | | | 12,635 | 3,909,143 | | Melissa N. Schaeffer | Annual Incentive Plan | | 0 | 800,000 | 1,920,000 | | | | | | | | Performance Shares | 12/2/2024 | | | | 0 | 4,548 | 9,778 | | 2,187,315 | | | Restricted Stock Units | 12/2/2024 | | | | | | | 3,032 | 1,017,600 | | Victoria Brifo | Annual Incentive Plan | | 0 | 600,000 | 1,440,000 | | | | | | | | Performance Shares | 12/2/2024 | | | | 0 | 1,819 | 3,910 | | 874,830 | | | Restricted Stock Units | 12/2/2024 | | | | | | | 1,212 | 406,771 | | Brian R. Galovich | Annual Incentive Plan | | 0 | 650,000 | 1,560,000 | | | | | | | | Performance Shares | 12/2/2024 | | | | 0 | 1,546 | 3,323 | | 743,533 | | | Restricted Stock Units | 12/2/2024 | | | | | | | 1,030 | 345,689 | | Francesco Maione | Annual Incentive Plan | | 0 | 700,000 | 1,610,000 | | | | | | | | Performance Shares | | | | | 0 | 991 | 2,130 | | 476,612 | | | Restricted Stock Units | 12/2/2024 | | | | | | | 1,661 | 557,465 | | | Restricted Stock Units | 6/23/2025 | | | | | | | 10,982 | 3,000,063 | | Seifi Ghasemi | Annual Incentive Plan | | 0 | 715,685 | 1,717,644 | | | | | | | | Performance Shares | 12/2/2024 | | | | 0 | 22,059 | 47,426 | | 10,609,055 | | | Restricted Stock Units | 12/2/2024 | | | | | | | 14,706 | 4,935,628 | | Sean D. Major | Annual Incentive Plan | | 0 | 544,657 | 1,307,178 | | | | | | | | Performance Shares | 12/2/2024 | | | | 0 | 3,638 | 7,821 | | 1,749,660 | | | Restricted Stock Units | 12/2/2024 | | | | | | | 2,425 | 813,879 |

  113. Fiscal 2025 Grants of Plan-Based Awards Table

    The Grants of Plan-Based Awards Table reports the dollar value of cash (non-equity) incentive awards and the number and value of equity awards granted to each executive officer during fiscal 2025. With regard to cash incentives, this table reports the range of potential value that could have been obtained by the executive officer; whereas the Summary Compensation Table reports the actual value realized for fiscal 2025. Equity amounts represent the grant date values of the awards determined under FASB ASC Topic 718 for purposes of financial statement reporting, which are based on probable outcomes. Mr. Maione’s RSU grants include a special retention grant of 1,000 RSUs that was made on the date of his annual RSU award in December 2025 and a special RSU retention award granted on June 23, 2025 in connection with his transfer from Spain to the U.S.

  114. Fiscal 2025 Grants of Plan-Based Awards Table

    | 64 | Air Products and Chemicals, Inc. | |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    Outstanding Equity Awards at 2025 Fiscal Year-End Table

  116. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Stock Awards | | | | | Officer | Number of Shares or Units of Stock Held That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock held That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Eduardo Menezes | 12,635 | 3,445,817 | 16,720 | 4,559,878 | | Melissa N. Schaeffer | 10,680 | 2,912,650 | 12,830 | 3,498,998 | | Victoria Brifo | 4,529 | 1,235,149 | 4,868 | 1,327,601 | | Brian R. Galovich | 3,725 | 1,015,882 | 4,023 | 1,097,153 | | Francesco Maione | 14,816 | 4,040,620 | 3,068 | 836,705 | | Seifi Ghasemi | — | — | 68,255 | 18,614,504 | | Sean D. Major | 7,169 | 1,955,130 | 5,687 | 1,550,959 |

  117. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (1)This column reflects unvested RSUs which, upon vesting, entitle the holder to a share of Company common stock and dividend equivalents accumulated since the date of grant. Annual RSUs vest after four years and the RSUs reflected in this column were granted to executive officers on December 1, 2021, December 1, 2022, December 1, 2023 and December 2, 2024. Special off-cycle RSUs were granted to Mr. Maione on December 2, 2024 and June 23, 2025. Mr. Menezes received his RSU grant in conjunction with his hire on February 24, 2025. Mr. Major's 2025 RSU award was prorated due to his separation from Air Products on July 11, 2025. All RSUs are subject to special vesting rules for terminations covered by the Separation Program described on page 72 or upon a change in control as described on pages 74-76. Unvested RSUs granted in fiscal 2022, 2023, 2024 and 2025 are as follows:

  118. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | Officer | FY22 | FY23 | FY24 | FY25 | Total | | Eduardo Menezes | — | — | — | 12,635 | 12,635 | | Melissa N. Schaeffer | 1,620 | 2,644 | 3,384 | 3,032 | 10,680 | | Victoria Brifo | 1,081 | 1,058 | 1,178 | 1,212 | 4,529 | | Brian R. Galovich | 878 | 860 | 957 | 1,030 | 3,725 | | Francesco Maione | 649 | 721 | 803 | 12,643 | 14,816 | | Seifi Ghasemi | — | — | — | — | — | | Sean D. Major | 1,890 | 1,983 | 2,943 | 353 | 7,169 |

  119. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    (2)These amounts are based on the 2025 fiscal year-end NYSE closing stock price of $272.72. (3)This column reflects performance shares granted in fiscal 2023, fiscal 2024 and fiscal 2025. The payout of these shares is conditioned upon performance during three-year cycles ending on September 30, 2025, September 30, 2026 and September 30, 2027, respectively. The fiscal 2023 awards are shown at the final payout factor of 80.8%, the fiscal 2024 awards and fiscal 2025 awards are shown at 100% (target) payout levels, as reflected in the following table. Mr. Major's awards are prorated due to his separation from Air Products on July 11, 2025.

  120. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | | Fiscal Year 2023-2025 Unearned Performance Shares at End of Performance Period | | | | | Officer | 09/30/2025 | 9/30/2026 | 9/30/2027 | Total | | Eduardo Menezes | — | — | 16,720 | 16,720 | | Melissa N. Schaeffer | 3,205 | 5,077 | 4,548 | 12,830 | | Victoria Brifo | 1,282 | 1,767 | 1,819 | 4,868 | | Brian R. Galovich | 1,042 | 1,435 | 1,546 | 4,023 | | Francesco Maione | 873 | 1,204 | 991 | 3,068 | | Seifi Ghasemi | 19,430 | 26,766 | 22,059 | 68,255 | | Sean D. Major | 2,203 | 2,575 | 909 | 5,687 |

  121. Outstanding Equity Awards at 2025 Fiscal Year-End Table

    | 66 | Air Products and Chemicals, Inc. | |

  122. Fiscal 2025 Option Exercises and Stock Vested Table

    Fiscal 2025 Option Exercises and Stock Vested Table

  123. Fiscal 2025 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Officer | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Eduardo Menezes | — | — | — | — | | Melissa N. Schaeffer | — | — | 2,906 | 969,587 | | Victoria Brifo | — | — | 2,640 | 880,836 | | Brian R. Galovich | — | — | 2,264 | 755,384 | | Francesco Maione | 334 | 66,730 | 1,453 | 484,793 | | Seifi Ghasemi | 43,358 | 8,662,495 | 101,730 | 31,081,885 | | Sean D. Major | — | — | 4,873 | 1,625,876 |

  124. Fiscal 2025 Option Exercises and Stock Vested Table

    (1)The options were exercised automatically on the business day prior to their expiration in accordance with their terms. The options were settled on a net exercise basis with shares withheld with respect to the exercise price and tax liability incurred upon exercise. As a result, 105 shares of common stock were issued to Mr. Maione and 12,379 shares of common stock were issued to Mr. Ghasemi. The Company has not granted stock options since fiscal 2015 and there are no stock options that remain outstanding. (2)The shares in this column include RSUs granted in fiscal 2021 and performance shares granted in fiscal 2022 that vested in December 2024. Mr. Ghasemi also received accelerated RSUs granted in fiscal 2022, 2023, 2024 and 2025 that vested in August 2025, six months following his termination. (3)The following dividend equivalents were paid on the shares acquired but are not included in the Value Realized on Vesting:

  125. Fiscal 2025 Option Exercises and Stock Vested Table

    | Officer | Dividend Equivalents Paid ($) | | Eduardo Menezes | — | | Melissa N. Schaeffer | 61,783 | | Victoria Brifo | 59,546 | | Brian R. Galovich | 51,490 | | Francesco Maione | 32,302 | | Seifi Ghasemi | 1,860,962 | | Sean D. Major | 110,822 |

  126. Fiscal 2025 Option Exercises and Stock Vested Table

    | | 2026 Proxy Statement | 67 |

  127. Fiscal 2025 Pension Benefits Table

    Fiscal 2025 Pension Benefits Table

  128. Fiscal 2025 Pension Benefits Table

    | Officer | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | | Victoria Brifo | Air Products and Chemicals, Inc. Pension Plan for Salaried Employees | 3.1875 | 211,348 | | | Air Products and Chemicals, Inc. Supplementary Pension Plan | 3.1875 | 435,030 | | Francesco Maione | Air Products PLC Pension Plan | 8.4 | 257,149(2) |

  129. Fiscal 2025 Pension Benefits Table

    (1)For Ms. Brifo, reflects years of credited service under applicable plan prior to her election to participate in RSP upon plan closure to new participants in 2005. For Mr. Maione, reflects years of credited service under the plan prior to his transfer to Spain from the United Kingdom in 2006. (2)Converted from British pounds to U.S. dollars using an exchange rate of $1.35 U.S. dollars to 1.00 British pound, which was the average exchange rate for the period from September 1, 2025 to September 30, 2025. The table above illustrates the actuarial present value of accrued pension benefits for Ms. Brifo and Mr. Maione, who were the only executive officers who participated in one of the Company’s defined benefit plans as of September 30, 2025. As of September 30, 2025, Ms. Brifo participated in the Company’s U.S.-based plan and Mr. Maione participated in the Company’s UK-based plan, for which he ceased accruing pension benefits following his transfer to Spain from the United Kingdom in 2006.

  130. UK-Based Pension Plan

    UK-Based Pension Plan The Air Products PLC Pension Plan is a funded defined benefit plan funded by both Company and participant contributions. The Air Products PLC Pension Plan is administered in accordance with all regulations set forth by the UK’s Pensions Regulator. Benefits under the Air Products PLC Pension Plan are paid after retirement in the form of a monthly annuity or a combination of monthly annuity and lump sum. Under certain circumstances, a benefit is payable to a participant’s spouse or beneficiary upon their death. The amount of the benefit under the Air Products PLC Pension Plan is equal to 1/60th of a participant’s Final Pensionable Salary for each complete year of Pensionable Service. “Final Pensionable Salary” is the highest Pensionable Salary received during any consecutive 12-month period in the last five years of Pensionable Service or the average of a participant’s highest consecutive 36-month Pensionable Salaries in the last ten years, whichever is greater. “Pensionable Salary” is the amount of salary in excess of the National Insurance Lower Earnings Limit set annually by His Majesty’s Revenue and Customs. “Pensionable Service” is service with Air Products PLC from the date of joining the Air Products PLC Pension Plan to the participant’s last day worked with Air Products PLC. Participants have the option of collecting their pension benefit as early as age 50 if they have a protected retirement age or as early as 55 if they do not have a protected retirement age. If a participant collects their pension benefit prior to their normal retirement date (end of month following age 65), their monthly benefit may be reduced.

  131. UK-Based Pension Plan

    | | 2026 Proxy Statement | 69 |

  132. Fiscal 2025 Nonqualified Deferred Compensation Table

    Fiscal 2025 Nonqualified Deferred Compensation Table Amounts shown in this table are provided under the Company’s nonqualified Deferred Compensation Plan.

  133. Fiscal 2025 Nonqualified Deferred Compensation Table

    | Officer | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(4) ($) | | Eduardo Menezes | — | 20,600 | 196 | — | 20,796 | | Melissa N. Schaeffer | 58,462 | 43,767 | 12,277 | — | 282,256 | | Victoria Brifo | 84,489 | 14,928 | 45,080 | — | 894,621 | | Brian R. Galovich | 23,750 | 31,666 | 8,263 | — | 179,771 | | Francesco Maione | 13,462 | — | 33 | — | 13,495 | | Seifi Ghasemi | — | 98,032 | 132,848 | 1,350,803 | 1,260,395 | | Sean D. Major | 66,464 | 31,415 | 41,683 | — | 807,979 |

  134. Fiscal 2025 Nonqualified Deferred Compensation Table

    (1)Amounts reported in this column were voluntary deferrals by the applicable executive of compensation that is reported in the Summary Compensation Table. (2)Mr. Menezes, Ms. Schaeffer, Mr. Galovich, Mr. Maione, Mr. Ghasemi and Mr. Major received a Company contribution credit of their Annual Incentive Plan awards and any earnings over the IRS 401(a)(17) limit because they received their primary retirement benefit under the Company’s defined contribution RSP rather than our defined benefit pension plans. Ms. Brifo received a Company contribution credit of any earnings over the IRS 401(a)(17) limit only because her Annual Incentive Plan award is accounted for under the Company’s non-qualified defined benefit pension plan. Amounts reported in this column also are reported in the Summary Compensation Table. (3)A portion of the earnings reflected in this column are reported in the Summary Compensation Table as above-market interest, as described in footnote 5 to such table. (4)The following portion of these accumulated balances has been previously reported as compensation in the Summary Compensation Table of the Company’s proxy statements for prior years:

  135. Fiscal 2025 Nonqualified Deferred Compensation Table

    | Officer | Amount Previously Reported ($) | | Eduardo Menezes | — | | Melissa N. Schaeffer | 136,629 | | Victoria Brifo | — | | Brian R. Galovich | — | | Francesco Maione | — | | Seifi Ghasemi | 1,977,737 | | Sean D. Major | 598,477 |

  136. Fiscal 2025 Nonqualified Deferred Compensation Table

    The Company provides the tax-qualified RSP to all U.S.-based salaried and certain hourly employees of the Company. Currently, U.S. tax laws limit the amounts that may be contributed to tax-qualified savings plans and the amount of compensation that can be taken into account in computing benefits under the RSP. The Deferred Compensation Plan was amended and restated effective January 1, 2018 to “unlink” the RSP from the Deferred Compensation Plan. Prior to January 1, 2018, elective deferrals to the RSP in excess of the U.S. tax law limits would automatically be deferred into the Deferred Compensation Plan. Effective January 1, 2018, once a participant reaches the U.S. tax law limits in the RSP for elective deferrals such deferrals cease and are not contributed to the Deferred Compensation Plan; rather, Deferred Compensation Plan participants may make a separate deferral election prior to the relevant calendar year to defer amounts of base salary into the Deferred Compensation Plan. The Deferred Compensation Plan is intended to permit participants to defer an amount of base salary and to make up, out of general assets of the Company, an amount substantially equal to certain benefits an employee did not receive under the RSP due to these limits. U.S. employees who participate in the Annual Incentive Plan, including all executive officers, are eligible to participate in the Deferred Compensation Plan. Participants can elect to defer up to 50% of base salary on a before-tax basis and up to 75% of Annual Incentive Plan awards. The Deferred Compensation Plan provides for a Company matching credit for participants in the RSP, including all executive officers, whose Company matching contribution in the RSP is limited by the U.S. tax law limitations. The Deferred Compensation Plan provides for a Company core credit on base salary when such core contribution in the RSP is limited by U.S. tax law limitations and on Annual Incentive Plan awards for employees, including our executive officers, who receive their primary retirement benefit under the RSP.

  137. Fiscal 2025 Nonqualified Deferred Compensation Table

    | 70 | Air Products and Chemicals, Inc. | |

  138. Fiscal 2025 Nonqualified Deferred Compensation Table

    Participants may elect to have their Deferred Compensation Plan balances earn interest at a corporate bond rate or be deemed to be invested in Company stock and earn dividend equivalents and market appreciation on the stock. If a participant chooses the Company stock alternative, his or her account balance will be distributed in shares of Company stock except for dividend equivalents that are distributed in cash. Participants can elect to receive payments of their Deferred Compensation Plan balances in service or in lump sum or in one to ten equal annual installments following termination from service. The executive officers and certain other executives cannot commence distribution until six months following termination to comply with tax laws.

  139. Potential Payments Upon Termination

    Potential Payments Upon Termination Potential payments to named executive officers upon termination vary depending on the exact nature of the termination and, generally, whether he or she is retirement eligible at the time of the termination. The retirement eligibility for U.S. employees generally occurs upon the attainment of age 55 after completing at least five years of service with the Company. The following discussion explains potential payments to the named executive officers (who are referred to throughout this section as the “executive officers”) under various termination scenarios.

  140. Estimated Payments Upon a Change in Control

    Estimated Payments Upon a Change in Control The Separation Program covers payments to each of the Company's named executive officers, except Ms. Schaeffer and Mr. Maione, in the event of a change in control. For purposes of the Separation Program, a "change in control" occurs upon a 30% stock acquisition by a person not controlled by the Company, a change in the majority of membership on the Board during any two-year period unless approved by two-thirds of directors still in office who were directors at the beginning of the period, consummation of a business reorganization, merger, consolidation or other corporate transaction that results in the Company’s shareholders owning less than 50% of the surviving entity, or shareholder approval of a plan of liquidation or sale of substantially all of the Company’s assets. In the event that an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), would be assessed on payments or other benefits under the Separation Program following a change in control, the executive officer will be entitled to receive the higher, after the application of all federal, state and local taxes, of the foregoing payments and benefits, or reduced payments and benefits that have an aggregate value equal to the highest amount that, together with all other payments and benefits constituting "parachute payments" (within the meaning of Section 280G of the Code), does not exceed three times the executive officer's "base amount" (within the meaning of Section 280G of the Code). The Separation Program is subject to the same conditions and provides for the same cash and non-cash benefits as described in the section above titled "Separation Program," except that if, within two years after a change in control, his or her employment is terminated by the company without cause or he or she terminates for good reason, the executive officer is entitled to: •a cash severance payment equal to two times the sum of the executive officer’s annual base salary and target bonus under the Annual Incentive Plan for the fiscal year in which the termination of employment occurs, provided that in the case of Mr. Menezes, the cash severance will be three times such amount; and •the cost of continued coverage under the Company’s medical and dental plans pursuant to the COBRA for the executive officer and his or her dependents for 24 months following termination, or in the case of Mr. Menezes, 36 months.

  141. Estimated Payments Upon a Change in Control

    | 74 | Air Products and Chemicals, Inc. | |

  142. Estimated Payments Upon a Change in Control

    Ms. Schaeffer is not a "covered executive" for purposes of payments or benefits under the Separation Program in event of a change in control and is instead subject to a severance agreement that offers specific rights and benefits if she is terminated in the circumstances noted above, which consist of: •a cash severance payment equal to two times the sum of annual base salary and target payment under the Annual Incentive Plan; •a cash payment equal to a pro-rata target payment payable under the Annual Incentive Plan for the year of termination; •a cash payment equal to the additional primary retirement benefit contributions and credits she would have received under the RSP and the Deferred Compensation Plan, had she remained employed for an additional three years at the same base salary and the higher of her most recent Annual Incentive Plan award or the average of such award for the three full fiscal years preceding the change in control; •continuation of medical, dental, health and accident disability and life insurance benefits for a period of up to two years and provision of outplacement services and certain legal fees; and •indemnification if he or she becomes involved in litigation because she is a party to the agreement. Although Mr. Maione is a “covered executive” under the Separation Program, because he was party to an employment agreement subject to laws of Spain prior to his transfer to the U.S., his payments under the Separation Program are subject to reduction based on the amounts payable under his employment agreement. Accordingly, if the amount payable under his employment agreement exceeds the amount payable under the Separation Program, Mr. Maione would not receive any amount under the Separation Program. The table below shows amounts that would be payable under the Separation Program if the executive officer had been terminated on September 30, 2025 following a change in control.

  143. Estimated Payments Upon a Change in Control

    | Officer | Severance Payment ($) | Pro-rata Bonus ($) | Matching Contribution Payment ($) | Retirement Plan Payment(1) ($) | Outplacement/ Financial ($) | Benefits(2) ($) | | Eduardo Menezes | 9,334,500 | — | — | 190,500 | 12,500 | 73,860 | | Melissa N. Schaeffer | 3,200,000 | — | — | 166,211 | 12,500 | 59,280 | | Victoria Brifo | 2,400,000 | — | — | — | 12,500 | 51,170 | | Brian R. Galovich | 2,600,000 | — | — | — | 12,500 | 51,170 | | Francesco Maione(3) | 3,498,441 | 630,000 | — | — | 12,500 | 51,170 | | Seifi Ghasemi(4) | — | — | — | — | — | — | | Sean D. Major(5) | — | — | — | — | — | — |

  144. Estimated Payments Upon a Change in Control

    (1)Includes payments in lieu of Company core contributions and credits under the RSP and Deferred Compensation Plan for Mr. Menezes and Ms. Schaeffer. (2)Includes continuation of medical, dental, disability, accident and life insurance benefits. (3)For a qualifying separation upon a change in control on September 30, 2025, the amounts reported in this table reflect what Mr. Maione would have received under his employment agreement, rather than under the Separation Program, as described above. (4)Mr. Ghasemi ceased serving as the Company’s Chief Executive Officer and separated from the Company on February 6, 2025. (5)Mr. Major ceased serving as the Company’s Executive Vice President, General Counsel and Secretary and separated from the Company on July 11, 2025.

  145. Estimated Payments Upon a Change in Control

    | | 2026 Proxy Statement | 75 |

  146. Estimated Payments Upon a Change in Control

    In addition to the Separation Program terms and conditions, the Company’s Long-Term Incentive Plan provides change in control protection for all participants. Awards will not automatically vest on an accelerated basis as a result of a change in control if they are replaced by the surviving entity. For these provisions to apply: the replacement awards must be issued by a publicly listed company and preserve the value of, and be on terms as favorable as, the existing award; performance-conditioned awards must be replaced by time-based vesting awards; and the replacement awards must provide that if the participant is terminated without “cause” or voluntarily terminates for “good reason” within 24 months following the change in control, the awards will vest immediately upon termination. The Long-Term Incentive Plan also provides that, pursuant to an agreement associated with a change in control or in the discretion of the Board or an appropriate committee thereof, awards may be settled for cash at the change in control price. Outstanding Long-Term Incentive Plan awards do not automatically vest upon a change in control but would vest upon a termination of the executive officer by the Company without “cause” or a voluntary termination by the executive officer for “good reason” within 24 months of the change in control. The table below shows the estimated value of long-term incentive awards that would have vested upon an eligible termination on September 30, 2025 following a change in control. These acceleration provisions apply to all Long-Term Incentive Plan participants. In the case of Ms. Brifo, some of these amounts would have vested on voluntary termination, but payment or lapse of restrictions could be accelerated upon a change in control. For Ms. Schaeffer, most of the amounts shown would become vested or payable if her active employment continued without a change in control, but payment and lapse of restrictions would be accelerated upon a change in control.

  147. Estimated Payments Upon a Change in Control

    | Officer | Estimated Value ($) | | Eduardo Menezes | 8,110,787 | | Melissa N. Schaeffer | 6,711,507 | | Victoria Brifo | 2,688,345 | | Brian R. Galovich | 2,215,683 | | Francesco Maione | 1,968,781 | | Seifi Ghasemi(1) | — | | Sean D. Major(2) | — |

  148. Estimated Payments Upon a Change in Control

    (1)Mr. Ghasemi ceased serving as the Company’s Chief Executive Officer and separated from the Company on February 6, 2025. (2)Mr. Major ceased serving as the Company’s Executive Vice President, General Counsel and Secretary and separated from the Company on July 11, 2025.

  149. Estimated Payments Upon a Change in Control

    | 76 | Air Products and Chemicals, Inc. | |

  150. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC regulation, we are providing the following information about the ratio of the annual total compensation of the median Air Products employee and the annual total compensation of our CEO, Eduardo Menezes as of our fiscal year-end, September 30, 2025. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules, using methodologies, reasonable assumptions and adjustments as described below. •For purposes of the fiscal 2025 CEO pay ratio set forth below, we used the same median employee identified with respect to our 2024 CEO pay ratio, as there has been no meaningful change in the composition of our employee population or pay design that we believe would significantly impact the pay ratio disclosure. •The median employee annual total compensation was $71,545. •The annual total compensation of our CEO, as reported in the Summary Compensation Table of this proxy statement was $11,809,287. To calculate his compensation for purposes of the CEO pay ratio calculation, Mr. Menezes’ reported salary and equity grant at hire were annualized, resulting in a total compensation level of $12,268,441. •Based on this information, the estimated ratio of annual total compensation of Mr. Menezes, our CEO, to the annual total compensation of our median employee was approximately 171 to 1. As previously disclosed, to identify the median employee from our employee population, we used annual base salary as our consistently applied compensation measure. For hourly employees, annual salary was estimated by multiplying the hourly rate by the scheduled work hours for each work location. After identifying the median employee, the Company calculated annual total compensation for the median employee in accordance with SEC rules. The Company also calculated fiscal 2025 annual total compensation for the CEO in accordance with SEC rules to determine the pay ratio. Under the SEC’s rules and guidance, companies are allowed to adopt numerous ways to identify the median employee. In addition, other companies have different employee demographics and compensation and benefit practices. As a result, CEO pay ratios reported by other companies may vary significantly and are likely not comparable to our CEO pay ratio.

  151. CEO Pay Ratio

    | | 2026 Proxy Statement | 77 |

  152. Pay Versus Performance

    Pay Versus Performance

  153. 2025 Pay Versus Performance Table and Supporting Narrative

    2025 Pay Versus Performance Table and Supporting Narrative The below Pay Versus Performance table (“PVP Table”) provides information about compensation for the NEOs identified in this proxy statement, as well as those identified in the proxy statements for our 2024, 2023, 2022 and 2021 annual meetings (each of the years covered being referred to herein as a “Covered Year”). The PVP Table also provides information about the results for certain financial performance measures during those same Covered Years.

  154. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  155. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO ($)(1) | | Compensation Actually Paid to PEO ($)(1) | | Summary Compensation Table Total for Former PEO ($)(2) | Compensation Actually Paid to Former PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income (Loss) ($mm) | | Adjusted EPS(5) | | | | | | | | | | | | | Total Shareholder Return ($) | | Peer Group Total Shareholder Return ($)(4) | | | | | | 2025 | | 11,809,287 | | 8,937,446 | 23,418,863 | 15,415,851 | | 4,106,700 | | 2,827,471 | | 103 | | 157 | | (354) | $12.03 | | 2024 | | — | | — | 15,890,696 | 9,252,526 | | 4,819,422 | | 3,688,705 | | 109 | | 164 | | 3,862 | $12.43 | | 2023 | | — | | — | 22,078,099 | 27,912,002 | | 4,995,664 | | 5,633,777 | | 102 | | 131 | | 2,339 | $11.51 | | 2022 | | — | | — | 18,483,105 | 15,433,505 | | 4,591,162 | | 4,098,471 | | 82 | | 111 | | 2,267 | $10.41 | | 2021 | | — | | — | 13,819,010 | (8,914,361) | | 3,262,282 | | (577,492) | | 88 | | 126 | | 2,115 | $9.02 |

  156. PAY VERSUS PERFORMANCE TABLE

    (1)Reflects compensation for our Chief Executive Officer, Eduardo Menezes, who served as our Principal Executive Officer (“PEO”) from February 7, 2025 until the end of fiscal 2025. (2)Reflects compensation for our former Chief Executive Officer, Seifi Ghasemi, who served as our PEO from October 1, 2024 until February 6, 2025. (3)Reflects average compensation for Melissa Schaeffer, Victoria Brifo, Brian Galovich, Francesco Maione and Sean Major in fiscal 2025, Sean Major, Melissa Schaeffer and Samir Serhan in fiscal 2024, 2023 and 2022, and Scott Crocco, Sean Major, Melissa Schaeffer and Samir Serhan in fiscal 2021, as shown in the Summary Compensation Table for the applicable year. (4)The peer group used for TSR comparisons reflects the S&P Materials Index (the “S&P 500 Materials Index”), which is the same industry index shown in the performance graph comparing cumulative shareholder returns in the Company’s Annual Report on Form 10-K for each of the years reflected in the PVP Table. (5)Adjusted EPS is our company-selected measure. Adjusted EPS is a non-GAAP financial measure. Refer to Appendix A for a reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure, earnings per share from continuing operations for 2025 and 2024. Adjusted EPS was calculated in the same manner in prior years, except our calculation of Adjusted EPS beginning in fiscal 2023 began excluding the impact of non-service related components of net periodic benefit/cost for our defined benefit pension plans. Appendix A includes a discussion of this adjustment. For a reconciliation of Adjusted EPS for fiscal 2023 as reported in this table and utilized for compensation decisions made with respect to fiscal 2023 performance, refer to page 34 of our Annual Report on Form 10-K for the year ended September 30, 2023. For a reconciliation of Adjusted EPS for fiscal 2022 and fiscal 2021 as reported in this table and utilized for compensation decisions made with respect to fiscal 2022 and fiscal 2021 performance, refer to page 36 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.

  157. PAY VERSUS PERFORMANCE TABLE

    | 78 | Air Products and Chemicals, Inc. | |

  158. PAY VERSUS PERFORMANCE TABLE

    To calculate “compensation actually paid” for our CEO, former PEO and other NEOs for fiscal 2025, the following adjustments were made to Summary Compensation Table total pay.

  159. PAY VERSUS PERFORMANCE TABLE

    | | PEO | Former PEO | | Other NEO Average | | | Adjustments | 2025 | 2025(1) | 2025(1) | | | | Summary Compensation Table Total | $11,809,287 | $23,418,863 | | | $4,106,700 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | ($10,918,501) | ($15,544,683) | | | ($2,434,683) | | Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding and unvested at FY end | $8,046,660 | $6,069,975 | | | $1,517,313 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY | — | $4,565,331 | | | $20,613 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding and unvested at FY end | — | ($5,979,255) | | | ($376,376) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | — | $2,019,239 | | | $49,024 | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions during FY | — | — | | | ($109,059) | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | — | $870,881 | | | $56,728 | | Deduction for values reported in the “Changes in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | — | ($4,500) | | | ($2,789) | | Addition for the Service Cost for pension plans attributable to services rendered during the FY | — | — | | | — | | Compensation Actually Paid | $8,937,446 | $15,415,851 | | | $2,827,471 |

  160. PAY VERSUS PERFORMANCE TABLE

    (1)“Compensation actually paid” to our former PEO and other NEOs in 2025 includes severance payments of $7,251,382 to Mr. Ghasemi and severance payments of $1,545,712 to Mr. Major, respectively. The fair value of performance shares subject to market-based performance measures have been calculated at each valuation date using a Monte Carlo simulation model. The assumptions used to calculate the grant date fair values were updated at each valuation date to reflect the then-current value of each variable.

  161. PAY VERSUS PERFORMANCE TABLE

    | | 2026 Proxy Statement | 79 |

  162. Graphical Descriptions of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results

    Graphical Descriptions of Relationships Between Compensation Actually Paid and Certain Financial Performance Measure Results SEC rules require that comparisons be made between certain columns in the PVP Table. Pursuant to such rules, comparisons can be made graphically without further narrative description. Therefore, the following charts show the relationships between (i) the Company’s cumulative TSR and, the cumulative TSR for the S&P 500 Materials Index, (ii) our net income and (iii) our Adjusted EPS to, in each case, the compensation actually paid to our PEO, former PEO and average compensation actually paid to our Other NEOs, in each case as reflected in the PVP Table.

  163. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND TSR

    RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND TSR

  164. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND TSR

    | | Compensation Actually Paid to CEO | | | Compensation Actually Paid to Former CEO | | | Average Compensation Actually Paid to Other NEOs | | | Value of Initial Fixed $100 Investment Based on Air Products TSR | | | Value of Initial Fixed $100 Investment Based on S&P 500 Materials Index TSR |

  165. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS NET INCOME

    RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS NET INCOME

  166. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS NET INCOME

    | | Compensation Actually Paid to CEO | | | Compensation Actually Paid to Former CEO | | | Average Compensation Actually Paid to Other NEOs | | | Air Products Net Income (Loss) |

  167. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS NET INCOME

    | 80 | Air Products and Chemicals, Inc. | |

  168. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS ADJUSTED EARNINGS PER SHARE

    RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS ADJUSTED EARNINGS PER SHARE

  169. RELATIONSHIP OF COMPENSATION ACTUALLY PAID AND AIR PRODUCTS ADJUSTED EARNINGS PER SHARE

    | | Compensation Actually Paid to CEO | | | Compensation Actually Paid to Former CEO | | | Average Compensation Actually Paid to Other NEOs | | | Air Products Adjusted EPS |