Form 4: Air Products Director Increases Equity Holdings Through Phantom Stock Acquisition

Air Products & Chemicals, Inc. Director Tonit M. Calaway acquired 14.5363 phantom stock units under the company's deferred compensation program, increasing total beneficial ownership to 2,307.4576 units.

Summary

• Director Tonit M. Calaway of Air Products & Chemicals, Inc. (APD) acquired 14.5363 phantom stock units.
• These units were acquired on June 30, 2025, under the Air Products Stock Account of the issuer's Deferred Compensation Program for Directors, which is part of the Company's Long-Term Incentive Plan.
• Following this transaction, the reporting person directly beneficially owns a total of 2,307.4576 phantom stock units.
• Each phantom stock unit is equivalent to one share of common stock, with the underlying common stock valued at $282.35 per share at the time of the transaction.
• These units are payable in the form of shares of common stock, generally after the director's service on the Board ends, and can be paid in a lump sum or up to ten installments as elected by the reporting person.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director is generally a positive signal as it aligns their interests with shareholders, indicating confidence in the company's long-term performance. It is a routine compensation event, not a major strategic announcement, hence a moderately positive score.

Positives

• The acquisition of phantom stock units by a director aligns their financial interests with those of shareholders, as the value of these units is directly tied to the company's stock performance.
• Participation in the Deferred Compensation Program for Directors demonstrates a commitment to long-term incentives and aids in the retention of key board members.

Risks

• The ultimate value realized from the phantom stock units is subject to the future performance and market price fluctuations of Air Products & Chemicals, Inc.'s common stock.

Future Outlook

The phantom stock units are structured as a long-term incentive, with payment in common stock generally occurring after the director's service on the Board concludes, providing a future payout tied to company performance.

Industry Context

This transaction represents a standard practice in corporate governance where publicly traded companies, including those in the industrial gas and chemicals sector, use equity-based compensation to align the interests of their directors with long-term shareholder value. Such deferred compensation programs are common mechanisms for retaining experienced board members.

Comparison to Industry Standards

• Deferred compensation programs involving phantom stock or restricted stock units are widely adopted by companies across various industries, including peers in the industrial gas and chemicals sector such as Linde plc (LIN), to incentivize and retain board members.
• The structure of these units, converting to common stock upon cessation of service, is a common design for long-term director compensation, similar to practices observed in other large-cap industrial companies.
• While specific peer compensation data is not provided, the mechanism itself aligns with established industry standards for director equity compensation.

Related Party Transactions

• Acquisition of phantom stock units by Director Tonit M. Calaway under the company's Deferred Compensation Program for Directors, which is a standard, disclosed compensation arrangement for board members.

Stakeholder Impact

• Shareholders: The transaction aligns the director's interests with shareholders, as the value of the phantom units is tied to the company's stock performance, potentially encouraging decisions that enhance shareholder value.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The phantom stock units will be converted into shares of common stock at a future date, generally after the director's service on the Board ends, as elected by the reporting person, either in a lump sum or up to ten installments.

Key Dates

Recommendation

Keywords

Air Products & Chemicals, APD, SEC Form 4, Insider Transaction, Phantom Stock, Deferred Compensation, Director Compensation, Equity Compensation