Air Products & Chemicals : 2024 Proxy Statement

Proxy Statement for

2024 ANNUAL MEETING OF SHAREHOLDERS

GENERATING

A CLEANER FUTURE

Thursday, January 25, 2024 2:00 p.m. (Eastern Time)

Virtual Meeting:

www.virtualshareholdermeeting.com/APD2024

Table of Contents

PERFORMANCE	OVERVIEW
VOTING	ROADMAP
CORPORATE	GOVERNANCE
EXECUTIVE	COMPENSATION
AUDIT AND	FINANCE
STOCK	OWNERSHIP
ADDITIONAL	INFORMATION

Message to Our Shareholders	1
Notice of Annual Meeting of Shareholders	2
Fiscal 2023 Performance Overview	3
Financial and Operational Highlights	3
Sustainability Highlights	4
Voting Roadmap	7
Corporate Governance at Air Products	9
Proposal 1	Election of Directors
The Board of Directors	9
Board Responsibilities	18
Board Structure	22
Board Practices, Processes and Policies	24
Compensation of Directors	26
Executive Compensation	28
Proposal 2Advisory Vote on Executive
	Officer Compensation
Report of the Management Development and	29
Compensation Committee
Compensation Discussion and Analysis	29
Highlights of Fiscal 2023 Company Performance	30
and Compensation Actions
Fiscal 2023 Executive Officer Compensation	34
Program Overview
Fiscal 2023 Total Direct	36
Compensation Components
Employee Benefit Plans and Other	40
Compensation
Executive Compensation	41
Decision-Making Process
Key Compensation Practices and Policies	44
Executive Compensation Tables	45
Potential Payments Upon Termination	51
CEO Pay Ratio	55
Pay Versus Performance	56

Audit and Finance Committee Matters	61
Proposal 3	Ratification of Appointment of
	Independent Auditors
Ratification of Independent Registered Public	61
Accounting Firm
Fees of Independent Registered Public	61
Accounting Firm
Audit and Finance Committee Report	62

Information About Stock Ownership	63
Persons Owning More than 5% of Air	63
Products Stock
Air Products Stock Beneficially Owned by	64
Officers and Directors
Section 16(a) Beneficial Ownership Reporting	65
Equity Compensation Plan Information	65

Additional Information	66
Questions and Answers on Voting and the	66
Annual Meeting
Appendix A - Reconciliations of Non-GAAP	A-1
Financial Measures
Appendix B - Survey Reference Group	B-1

Proxy Statement

We have provided you this Notice of Annual Meeting and proxy statement because the Board of Directors (the "Board") of Air Products and Chemicals, Inc. (the "Company" or "Air Products") is soliciting your proxy to vote at the Company's 2024 Annual Meeting of Shareholders to be held on January 25, 2024 (the "Annual Meeting"). This proxy statement contains information about the items to be voted on at the Annual Meeting and information about the Company. Instructions on how to access this proxy statement and

our 2023 Annual Report to Shareholders (the "Annual Report") on the Internet or paper copies of this proxy statement and the Annual Report are first being sent to shareholders on or about December 8, 2023.

Message to

Our Shareholders

Our industrial gas business is the foundation of who we are and what we do. We supply customers in dozens of industries - customers who depend on our people's expertise to make their products and processes more efficient and sustainable. We have been doing this for the last 83 years, and we will continue to do all that we can to be the safest, most diverse and most profitable industrial gas company in the world, providing outstanding service to our customers. At the same time, we are using all of our experience, financial strength and core competencies as the world's leading supplier of hydrogen to implement our low-andzero-carbon hydrogen megaprojects around the world. When it comes to generating a cleaner future, we want to lead the way, decarbonizing heavy-duty transportation and heavy industry around the world with clean hydrogen at very large scale.

December 8, 2023

Dear Fellow Shareholder:

On behalf of the Board of Directors, I am pleased to invite you to attend the 2024 Annual Meeting of Shareholders of Air Products and Chemicals, Inc. to be held on Thursday, January 25, 2024

at 2:00 p.m. (Eastern Time). This year's Annual Meeting will be held in a virtual format through a live audio webcast, which can be accessed at www.virtualshareholdermeeting.com/APD2024. Shareholders participating in the meeting will have the ability to submit questions during this live audio webcast.

Attached you will find the Notice of Annual Meeting and proxy statement that contain additional information, including the items of business and methods you can use to vote your proxy. Your vote is very important. I encourage you to sign and return your proxy card or use Internet, mobile device or telephone voting prior to the meeting so that your shares of common stock will be represented and voted at the meeting even if you cannot attend virtually.

We continue to demonstrate our higher purpose at Air Products

• bringing people together to collaborate and innovate solutions to the world's pressing energy and environmental challenges. Our team is focused on sustainable growth opportunities, generating a cleaner future as the leading industrial gas company at the forefront of the energy transition.

Thanks to the hard work of our approximately 23,000 people around the globe, Air Products continued to execute its growth strategy

in 2023 while also achieving adjusted earnings per share* of $11.51, an increase of 12% over the prior fiscal year. We also increased our quarterly dividend for the 41st consecutive year and returned approximately $1.5 billion to shareholders in the form of dividends. The committed, dedicated and motivated team at Air Products once again delivered excellent results, demonstrating the stability and resilience of our business despite challenging conditions.

With sustainability underpinning our growth strategy, we are working alongside customers around the world to improve their sustainability performance and support their continuous improvement journeys. In 2023, we continued to execute on our clean hydrogen projects around the world and initiatives to reduce our environmental impact, furthering our goal of reducing our greenhouse gas ("GHG") emissions intensity by one-third

by 2030 for Scopes 1, 2 and 3. In addition, we engaged with the Science Based Targets Initiative throughout 2023 to help support development of the sectoral framework that will shape the methodology for the chemicals sector.

Meanwhile, we continue to be recognized for sustainability performance by prestigious organizations, including Barron's 100 Most Sustainable Companies, Dow Jones Sustainability Index (North America), S&P Global's Sustainability Yearbook and ISS-oekom Prime, among others. In 2023, we were named by Forbes as a Best Employer for Diversity, ranking first in our sector and fourth overall. We made continued progress toward our diversity goals, achieving minority representation of 25% in U.S. professional and managerial roles and female representation of 26% in the same positions globally. We work hard every day to promote a safe work environment for employees and contractors and build a culture where all feel valued, respected and that they belong and matter.

With a long-term growth strategy that is supported by vast energy transition opportunities and public policy support, there are many exciting opportunities ahead as we focus on driving our base business and executing our clean hydrogen projects around the world.

Thank you for your continued support of our Company, and I look forward to speaking with fellow shareholders in January.

All the best,

Seifi Ghasemi

Chairman, President and Chief Executive Officer

• Adjusted earnings per share is a non-GAAP financial measure. See Appendix A for a reconciliation to the most directly comparable financial measure calculated under GAAP.

2024 PROXY STATEMENT

1

Notice of Annual Meeting of Shareholders

Logistics

Date and Time

Thursday, January 25, 2024 2:00 p.m. (Eastern Time)

Virtual Meeting

The 2024 Annual Meeting of Shareholders will be conducted virtually at: www.virtualshareholdermeeting.

com/APD2024.

Procedures for attending and participating in the virtual meeting are explained on page 69.

Record Date

Shareholders of record at the close of business on November 30, 2023 are entitled to receive this notice and to vote at the Annual Meeting.

Important Notice Regarding Internet Availability of Proxy Materials for the Air Products and Chemicals, Inc. 2024 Annual Meeting of Shareholders To Be Held on January 25, 2024:

Our proxy statement and 2023 Annual Report to Shareholders are available at www.proxyvote.com.

Items of Business

		Board Vote
Company Proposals	Recommendation	Votes Required	Page
	FOR	Majority of	9
Proposal 1	Elect the nine nominees
proposed by	the Board of Directors as directors		Votes Cast
for a one-year term ending in 2025.
Proposal 2Conduct an advisory vote on	FOR	Majority of	28
executive officer compensation.		Votes Cast
Proposal 3Ratify the appointment of	FOR	Majority of	61
Deloitte & Touche LLP as the Company's		Votes Cast
independent registered public accounting firm
for the fiscal year ending September 30, 2024.

Shareholders also will attend to such other business as may properly come before the Annual Meeting or any postponement or adjournment of the meeting.

How to Vote

Shareholders of record (shares registered in your name with the Company's transfer agent) and Retirement Savings Plan Participants:

Internet

Mobile Device

Telephone

Mail

Vote Online

During the Meeting

www.proxyvote.com

Scan the QR

1-800-690-6903

Complete, sign

For instructions on

Code to vote

and mail your

voting during the

proxy card or

Annual Meeting,

voting instruction

please see page 69.

form in the

self-addressed

envelope provided.

Street Name Holders (shares held through a broker, bank or other nominee): refer to the voting instruction form provided by your broker, bank or other nominee.

Important

Whether you plan to attend the meeting or not, please submit your proxy as soon as possible in order to avoid additional soliciting expense to the Company. The proxy is revocable and will not affect your right to vote if you attend the meeting.

By order of the Board of Directors,

Sean D. Major

Executive Vice President, General Counsel and Secretary

December 8, 2023

2

Fiscal 2023 Performance Overview

Our Higher Purpose

Bringing people together to collaborate and innovate solutions to the world's most significant energy and environmental sustainability challenges.

By living our higher purpose, we are creating sustainable growth opportunities that deliver value to our shareholders, customers, employees and communities around the world.

Financial and Operational Highlights

Financial Performance

Earnings Per Share	Adjusted Earnings	Net Income	Adjusted EBITDA1
Per Share1
2023			2023				$11.51	2023			$2,339	2023				$4,702
		$10.30
2022		2022			$10.25	2022		$2,267	2022			$4,247
		$10.08
	Increased 2%		Increased 12%		Increased 3%		Increased 11%
	over fiscal 2022		over fiscal 2022		over fiscal 2022		over fiscal 2022

1. This is a financial measure not calculated in accordance with United States generally accepted accounting principles ("GAAP"). See Appendix A for a reconciliation to the most directly comparable financial measure calculated under GAAP.

Safety Performance

Our safety performance is critical to our success, and one of our goals is to be the safest industrial gas company in the world. Since fiscal 2014, we have achieved a 63% improvement in the employee lost time injury rate and a 50% improvement in the employee recordable injury rate.

Operational Performance

During fiscal 2023, the Company continued to execute its growth strategy and announced: plans to construct a large-scale green energy import terminal in Hamburg, Germany; plans with AES to construct a multi-billion dollar green hydrogen production facility in North Texas; the completion of the second phase of the $12 billion gasification and power joint venture in Jazan Economic City, Saudi Arabia; the financial closing of the NEOM joint venture's planned $8.4 billion green hydrogen-based ammonia production facility in NEOM City, Saudi Arabia; and an agreement with the government of the Republic of Uzbekistan and Uzbekneftegaz JSC to acquire, own and operate a $1 billion natural gas-to-syngas processing facility.

Returns to Shareholders

The Company returned approximately $1.5 billion to shareholders through dividends, increasing dividends for the 41st consecutive year.

PERFORMANCE OVERVIEW

2024 PROXY STATEMENT

3

PERFORMANCE OVERVIEW

Sustainability Highlights

Providing innovative solutions through deeply-rooted values

Air Products' higher purpose is to bring people together to collaborate and innovate solutions to the world's most significant energy and environmental sustainability challenges. We are living this commitment, putting sustainability in action through our mega projects that support the energy transition. While working to support these objectives and our customers, we also remain committed to our employees. Safety will always be a priority at Air Products, with the ultimate goal of zero incidents and zero accidents. Our goal is to be the safest, most diverse and most profitable industrial gas company in the world, providing excellent service to our customers. To drive this objective, we set rigorous goals for female representation globally and for minority representation in the United States.

Grow

responsibly through sustainability-driven opportunities that benefit our customers and our world.

Conserve

resources and reduce environmental footprints through cost-effective improvements.

Care

for our employees, customers and communities, protecting our ability to operate and grow.

Achievements

• Strong financial performance in fiscal 2023 as indicated above in our Financial and Operational Highlights
• Have projects in execution in Alberta, Canada for a net-zero hydrogen energy complex; a blue hydrogen energy facility in Louisiana, United States; a green ammonia project in NEOM City, Saudi Arabia; and a sustainable aviation fuel project in California, United States
• Enabled customers to avoid more than three times our own carbon dioxide equivalent ("CO2e") emissions while contributing 56% of revenues in calendar year 2022 from sustainable offerings that improve energy efficiency, reduce environmental impact or address societal needs such as food, healthcare and safety
• Continued to reduce Scope 1 and 2 CO2e emissions intensity in calendar year 2022, reaching a reduction of 5% from calendar year 2015
• Reduced Scope 3 CO2e emissions intensity in calendar year 2022, reaching a reduction of 28% from calendar year 2015
• Improved year-on-year water intensity by 4% in calendar year 2022 and maintained energy efficiency
• Engaged with the Science Based Targets Initiative to develop a sectoral framework and methodology for the chemicals sector
• Reduced employee recordable injury rate in fiscal 2023 by 19% from fiscal 2022
• Achieved U.S. minority representation of 25% and global female representation of 26% in fiscal 2022
• Through the Air Products Foundation, contributed over $9 million in donations to communities in fiscal 2023

4

Our Sustainability Goals

Economic Performance

Lead the industrial gas industry in profitability

CO2e Intensity

Reduce our Scope 1 and Scope 2 CO2e emissions intensity by one-third by 2030 compared to a 2015 baseline

Reduce our Scope 3 CO2e emissions intensity by one-third by 2030 compared to a 2015 baseline

Energy Transition

Commit at least $15 billion through 2027 in projects to drive the energy transition

Net Zero

Achieve net zero emissions in our operations by 2050*

Customer Sustainability

Annually increase the total CO2e emissions avoided by our customers

Resource Conservation

Increase energy efficiency and promote the responsible use of water

PERFORMANCE OVERVIEW

Safety

Lead the industrial gas industry in safety

Talent and Diversity

Increase diversity in professional and managerial roles with goals of 30% minority representation in U.S. roles and 28% female representation globally

• Achieving this goal also will require strong policy and regulatory support that promotes the adoption of key technologies to address the pace and scale required to support a net-zero future.

As the world's largest hydrogen supplier, Air Products has experience across the full value chain for hydrogen and is driving sustainable growth by building, owning and operating the world's largest production, carbon capture, transportation and fueling projects related to hydrogen. Now is the time for action, to build momentum to scale infrastructure quickly and incentivize customer demand. Air Products is

fully supportive of these efforts and has committed to invest at least $15 billion through 2027 to clean energy megaprojects around the world to accelerate the energy transition.

Seifi Ghasemi

Chairman, President and CEO

2024 PROXY STATEMENT

5

PERFORMANCE OVERVIEW

Our People

We believe our employees are our most valuable asset and are critical to our success as an organization. Our goal is to be the safest, most diverse and most profitable industrial gas company in the world, providing excellent service to our customers. Integral to our success is the continued development of our 4S culture (Safety, Speed, Simplicity and Self-Confidence) and creating a work environment where all employees feel that they belong and matter.

Our talent-related initiatives, including employee recruitment and development, diversity and inclusion and compensation and benefit programs, are focused on building and retaining the world-class and talented staff that is needed to meet our goals.

Diversity in Professional and Managerial Roles

25% 28%	30%
	17%

• Women (Global) % Minority (US)
  Baseline FY25 Goal

Our 2023 U.S. Equal Employment Opportunity Report (EEO-1) is available on our website at

www.airproducts.com/

company/diversity*

More Information

Air Products has reported annually on its sustainability performance for 20 years, building on a decade of safety and environmental reporting.

Our 2023 Sustainability Report, prepared in accordance with the Global Reporting Initiative, is available on the sustainability page of our website and includes details on our plans to reach our goals. The Sustainability Report also includes summaries of how our sustainability efforts are aligned with the reporting recommendations of SASB and TCFD.

2023 Corporate Sustainability Report

www.airproducts.com/company/sustainability*

Recognition

In 2023, Air Products was named to the Dow Jones Sustainability Index (North America), S&P Global's Sustainability Yearbook, ISS-oekom Prime, FTSE4Good Index, Ethibel Sustainability Index (Pioneer and Excellence Global) and Barron's list of the 100 Most Sustainable Companies. In 2023, the Company also was named by Forbes as a Best Employer for Diversity.

* The information on our website is not incorporated by reference into, and does not form part of, this proxy statement.

6

Voting Roadmap

This section summarizes information contained elsewhere in this proxy statement. These highlights do not contain all of the information that you should consider before voting or provide a complete description of the topics covered. Please read this proxy statement in its entirety before voting.

PROPOSAL	Elect the nine nominees proposed by the Board of
1	Directors as directors for a one-year term ending in 2025.	The Board
The individuals nominated for election to the Board are all current directors and
recommends
possess a broad range of qualifications and skills that facilitate strong oversight of
	Air Products' management and strategy. Our directors have diverse backgrounds	a vote "FOR"
	and experiences and have demonstrated a commitment to strong corporate	each of
	governance, shareholder engagement and sustainability.			the nine
	Tonit M. Calaway		Gender Diverse	Independent	nominees.
	Charles Cogut	33%	3 Female	89%	8 Independent
	Lisa A. Davis
	6 Male	1 Not Independent
	Seifollah Ghasemi
	Jessica Trocchi Graziano							• Page 9
	David H.Y. Ho		Ethnically/Racially Diverse	Average Tenure
	Edward L. Monser
	33%		6 years	5 Medium-Tenured Directors (6 to 10 years)
	Matthew H. Paull	3 Minority
	Wayne T. Smith	6 Other	4 Newer Directors (5 years or less)

VOTING ROADMAP

PROPOSAL

2

Conduct an advisory vote on executive officer compensation.

As described in the Compensation Discussion and Analysis, our executive officer compensation program has been designed to support our long-term business strategies and 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 our program delivers reasonable pay that is strongly linked to Company performance.

The majority of compensation provided to the Company's executive officers is dependent upon total returns delivered to shareholders and the achievement of performance objectives. Over 90% of the total direct compensation opportunity for our CEO and over 75% of the total direct compensation opportunity for our other executive officers is performance-based to ensure that executive compensation directly reflects the creation of shareholder value.

CEO Target Compensation Mix

9% 13% 78%

The Board recommends a vote "FOR" this item.

• Page 28

Base Annual Long-Term

Salary Incentive Incentives

91% Performance-Based

Other Executive Officer Target Compensation Mix

20%21%59%

Base	Annual	Long-Term
Salary	Incentive	Incentives

Say on Pay Support

At the 2023 Annual Meeting of Shareholders, our shareholders supported the Company's executive officer compensation program with approximately

93.16%

of votes cast in favor of approval.

80% Performance-Based

2024 PROXY STATEMENT

7

VOTING ROADMAP

PROPOSAL

3

Ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2024.

The Audit and Finance Committee selected Deloitte & Touche LLP ("Deloitte") as our independent registered public accounting firm for fiscal 2024. The Board believes that the engagement of Deloitte as our independent registered public accounting firm for fiscal 2024 is in the best interests of the Company and is submitting the appointment of Deloitte to our shareholders for ratification as a matter of good corporate governance.

This proposal requests that our shareholders ratify the Audit and Finance Committee's appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending September 30, 2024. Deloitte has served as our independent registered public accounting firm since fiscal 2019.

The Board recommends a vote "FOR" this item.

• Page 61

8