Form 4: Air Products Director Jessica Graziano Acquires Additional Phantom Stock Units

Air Products & Chemicals, Inc. Director Jessica Graziano acquired 149.1473 phantom deferred stock units, increasing her beneficial ownership to 2,027.2094 units.

Summary

• Jessica Graziano, a Director of Air Products & Chemicals, Inc. (APD), acquired 149.1473 phantom deferred stock units on June 30, 2025.
• The acquisition was made 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, Ms. Graziano's total beneficial ownership of phantom stock units increased to 2,027.2094.
• The phantom units are payable in shares of common stock, equal in number to the units, at a time elected by the reporting person, typically after service on the Company's Board of Directors ends.
• Payment can be received in a lump sum or up to ten installments.
• The underlying common stock value at the time of the transaction was $282.35 per share.

Sentiment

Score: 6

Explanation: Slightly positive, as a director increasing their stake (even if deferred units) generally signals confidence in the company's future performance and aligns their interests with shareholders.

Positives

• The acquisition of additional phantom stock units by a director indicates continued alignment of management interests with shareholder value.
• Participation in the Deferred Compensation Program for Directors demonstrates commitment to the company's long-term performance.

Negatives

• The units are phantom stock, not direct common stock, meaning they do not confer immediate voting rights or direct equity ownership until converted.
• The units are deferred, with payment generally occurring after the director's service ends, which means the benefit is not immediate.

Future Outlook

The phantom stock units are payable in shares of common stock at a time elected by the reporting person, generally after service on the Company's Board of Directors ends, and can be paid in a lump sum or up to ten installments.

Industry Context

The acquisition of phantom stock units as part of a deferred compensation program is a common practice for compensating non-employee directors in publicly traded companies. This structure aligns director interests with long-term shareholder value by tying compensation to the company's stock performance, while deferring the actual share distribution.

Comparison to Industry Standards

• Director compensation through deferred stock units is a standard practice across various industries, including the chemicals and industrial gases sector where Air Products & Chemicals, Inc. operates.
• Companies like Linde plc, DuPont de Nemours, Inc., and LyondellBasell Industries N.V. often utilize similar equity-based compensation plans for their non-executive directors to foster long-term alignment and retention.
• The specific number of units and their value would typically be benchmarked against peer group compensation data to ensure competitiveness and appropriateness.

Related Party Transactions

• The acquisition of phantom stock units by Jessica Graziano, a Director of Air Products & Chemicals, Inc., from the company itself constitutes a related party transaction as it involves a key management personnel and the issuer.

Stakeholder Impact

• Shareholders: Positive impact due to increased alignment of a director's financial interests with the company's long-term stock performance.

Next Steps

• The phantom stock units will be converted into shares of common stock at a future date elected by the reporting person, generally after the end of service on the Company's Board of Directors.

Key Dates

Keywords

Air Products & Chemicals, APD, Jessica Graziano, Director, Phantom Stock, Deferred Compensation, Insider Transaction, SEC Form 4, Corporate Governance, Executive Compensation