☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(E)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

No fee required

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:    N/A

Aggregate number of securities to which transaction applies:    N/A

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):    N/A

Proposed maximum aggregate value of transaction:    N/A

Total fee paid:    N/A

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Where:

Via a live webcast at www.proxydocs.com/ASH

There is no physical location for the Annual Meeting

Items of Business:

(1)

Election of the 9 director nominees named in the accompanying Proxy Statement for one-year terms expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified;

(2)

To ratify the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2023;

(3)

To vote upon a non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion; and

(4)

To consider any other business properly brought before the Annual Meeting

Who Can Vote:

Only stockholders of record at the close of business on December 1, 2022 are entitled to vote at the Annual Meeting or any adjournment of that Annual Meeting.

You can vote in one of several ways:

Visit the website listed on your proxy card or Notice of Internet Availability of Proxy Materials to vote VIA THE INTERNET

Call the telephone number specified on your proxy card or visit the website on the Notice of Internet Availability of Proxy Materials to vote BY TELEPHONE

If you received paper copies of your proxy materials in the mail, sign, date and return your proxy card in the enclosed envelope provided to vote BY MAIL

PROXY SUMMARY

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

ASHLAND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

ASHLAND COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

PROPOSAL ONE - ELECTION OF DIRECTORS

Board of Directors

Director Nominees

Director Diversity and Tenure

Director Compensation

Stock Ownership Guidelines for Directors

Corporate Governance

Governance Principles

Board Leadership Structure

Oversight of Ashland’s Executive Compensation Program

Compensation Committee Interlocks and Insider Participation

Board’s Role of Risk Oversight

Director Independence and Certain Relationships

Related Person Transaction Policy

Delinquent Section 16(a) Reports

Communication with Directors

Attendance at Annual Meeting

Executive Sessions of Directors

Stockholder Recommendations for Directors

Stockholder Nominations of Directors

Committees and Meetings of the Board of Directors

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year End

Option Exercises and Stock Vested

Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments upon Termination or Change in Control

AUDIT COMMITTEE REPORT

PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

PROPOSAL THREE -  NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO ASHLAND’S NAMED EXECUTIVE OFFICERS

MISCELLANEOUS

Proxy Solicitation

Stockholder Proposals for the 2024 Annual Meeting

Other Matters

APPENDIX A

Use of Non-GAAP Measures and Non-GAAP Reconciliations

Forward-Looking Statements

Date & Time:

January 24, 2023 at 10:30 a.m. (EST)

Place:

Via a live webcast at www.proxydocs.com/ASH

There is no physical location for the Annual Meeting

Record Date:

December 1, 2022

Voting:

Board’s
Recommendations

  Proposal One. The election of 9 director nominees (page 10)

FOR ALL of your
Board’s Director
Nominees

  Proposal Two. Ratification of the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2023 (page 74)

  Proposal Three. A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers (page 74)

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(i)

Name

Primary Occupation

 Steven D. Bishop

Former Chief Executive Officer, Procter & Gamble Consumer Health Care

 Brendan M. Cummins

Former Consultant to The Valence Group; Former Chief Executive Officer of Ciba Specialty Chemicals

(Chair);

Audit

 Suzan F. Harrison

Former President of Colgate-Palmolive Oral Care

 Jay V. Ihlenfeld

Former Senior Vice President of 3M Company

 Wetteny Joseph

Executive Vice President and Chief Financial Officer of Zoetis, Inc.

EHS&Q

 Susan L. Main

Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated

 Guillermo Novo

Chair of the Board and Chief Executive Officer

 Jerome A. Peribere

Former President and Chief Executive Officer of Sealed Air Corporation

 Janice J. Teal

Former Group Vice President and Chief Scientific Officer for Avon Products Inc.

Audit – Audit Committee

Comp – Compensation Committee

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(ii)

Ashland completed the sale of its Performance Adhesives business segment on February 28, 2022, resulting in proceeds to Ashland of approximately $1.7 billion, net of transaction costs. Ashland used a portion of the proceeds from the sale of its Performance Adhesives segment to reduce total debt by $615 million.

On March 1, 2022, under the 2018 stock repurchase program, Ashland entered into an agreement to repurchase an aggregate amount of $200 million of Ashland common stock using open-market purchases under rule 10b-18. On April 8, 2022, Ashland completed repurchases under this agreement, repurchasing a total of 2.15 million shares for a total of $200 million. Since August 2021, Ashland has repurchased $650 million shares reducing its share count by approximately 6.75 million shares.

On May 25, 2022, Ashland’s Board of Directors authorized a new, evergreen $500 million common share repurchase program. The new authorization terminated and replaced Ashland’s 2018 $1 billion share repurchase program, which had $150 million outstanding at the date of termination.

Operating income of $333 million in 2022 compared to $192 million in 2021.

Income from continuing operations of $181 million in 2022 compared to $173 million in 2021.

Net income of $927 million in 2022 compared to $220 million in 2021. Fiscal 2022 includes a $726 million gain associated with the sale of the Performance Adhesives business.

Adjusted EBITDA of $590 million in 2022 compared to $495 million in 2021.

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(iii)

role, including the scope and complexity of responsibilities;

experience and capabilities;

contributions or responsibilities beyond the typical scope of the role;

individual performance and internal equity; and

competitive compensation opportunities as reflected in compensation provided by our peers and other competitors for similar executive talent.

The Compensation Committee increased the base salaries of the NEOs other than Dr. Musa to further position them closer to the median of our peer group.

Long-term target incentive opportunities were increased for Messrs. Chong and Kalyana, all other NEOs were already market competitive.

For the fiscal 2022 performance period, the Compensation Committee used Adjusted EBITDA and Innovation Revenue (new product sales) along with an EHS/safety modifier as annual incentive metrics. The financial metrics are non-GAAP measures and are reconciled to the applicable GAAP measurements in Appendix A.

The Compensation Committee used adjusted Return on Net Assets (RONA) and relative Total Shareholder Return (TSR) as a three-year performance metric for the long-term incentive performance plan. Adjusted RONA is a non-GAAP measure and will be reconciled when the long-term incentive performance plan is scored.

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(iv)

What matters will be voted on at the Annual Meeting?

A:     

   (1)    

Election of 9 directors to your Board of Directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Your Board unanimously recommends that you vote FOR the election of all of your Board’s nominees: Steven D. Bishop, Brendan M. Cummins, Suzan F. Harrison, Jay V. Ihlenfeld, Wetteny Joseph, Susan L. Main, Guillermo Novo, Jerome A. Peribere and Janice J. Teal;

   (2)    

Ratification of Ernst & Young LLP (“EY”) as Ashland’s independent registered public accountants for fiscal 2023; and

   (3)    

A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Why am I receiving this Proxy Statement?

Ashland is delivering this Proxy Statement and the accompanying proxy materials to you in connection with the solicitation of proxies by and on behalf of your Board of Directors, for use at the Annual Meeting, which will take place on Tuesday, January 24, 2023, and at any adjournments and postponements thereof. This Proxy Statement is intended to assist you in making an informed vote on the proposals described in this Proxy Statement. On behalf of our Board of Directors, we are making these materials available to you beginning on or around December 7, 2022, in connection with the solicitation of proxies.

What are the recommendations of the Board of Directors?

Your Board of Directors recommends that you vote your shares as follows:

FOR the election of the directors nominated by your Board of Directors;

FOR the ratification of EY as Ashland’s independent registered public accountants for fiscal year 2023; and

FOR the approval, on a non-binding advisory basis, of the compensation paid to Ashland’s named executive officers.

Who may vote at the Annual Meeting?

Stockholders of Ashland at the close of business on December 1, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 54,261,438 shares of Common Stock of Ashland (“Ashland Common Stock”) outstanding. Each share of Ashland Common Stock is entitled to one vote.

Who can attend the Annual Meeting?

All Ashland stockholders on the Record Date are invited to attend the Annual Meeting which will be conducted exclusively as a “virtual meeting” of stockholders via online live

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webcast. There will be no physical location for the meeting. You will be able to attend and listen to the meeting live, submit questions and vote online during the meeting by visiting www.proxydocs.com/ASH. To participate in the Annual Meeting, you will need to register in advance at www.proxydocs.com/ASH prior to the deadline of 10:00 a.m. (EST) on January 24, 2023. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will also permit you to submit questions.

Why did I receive the Notice of Internet Availability of Proxy Materials in the mail instead of a full set of proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including the Notice of Annual Meeting of Stockholders and Proxy Statement, together with our 2022 Annual Report, by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they have specifically requested them. Instead, a Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed to stockholders starting on or around December 12, 2022.

How do I access the proxy materials?

The Notice will provide you with instructions regarding how to view Ashland’s proxy materials for the Annual Meeting and the 2022 Annual Report on the Internet. The Notice also instructs you on how you may submit your vote. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What shares are included on the proxy card?

If you are a registered stockholder of Ashland as of the Record Date, the proxy card represents all shares of Ashland Common Stock that are registered in your name as well as any shares you hold in the dividend reinvestment plan (the “DRP”) administered by EQ Shareowner Services (“EQ”) for investors in Ashland Common Stock and in the Employee Savings Plan, the Union Plan or the ISP Plan. If your shares are held through a broker, bank or other nominee, your broker, bank or other nominee has enclosed a voting instruction form for you to use to direct it how to vote the shares held by such broker, bank or other nominee. Please return your completed voting instruction form to your broker, bank or other nominee. If your broker, bank or other nominee permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well.

What does it mean if I receive more than one proxy card on or about the same time?

It generally means that you hold shares registered in more than one account. In order to vote all of your shares, please sign, date and return each proxy card or voting instruction form in the postage-paid envelope provided or, if you vote via the Internet or telephone, please be sure to vote using each proxy card or voting instruction form you receive.

How do I vote my shares?

We encourage all stockholders to submit proxies in advance of the Annual Meeting by telephone, by Internet or by mail. Sending your proxy by any of these methods will not affect your right to attend and vote at the Annual Meeting electronically or by executing a proxy designating a representative to vote for you electronically at the Annual Meeting.

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How do I vote my shares in the DRP?

The proxy card represents all shares of Ashland Common Stock that are registered in your name as well as any shares you hold in the DRP administered by EQ for investors in Ashland Common Stock. Therefore, you may vote your DRP shares (together with your shares of Ashland common Stock) by (i) attending and voting electronically at the Annual Meeting, (ii) following the instructions on the Notice or proxy card to vote by telephone or Internet or (iii) signing, dating and mailing your proxy card.

How will the Trustee of the Employee Savings Plan, the Union Plan and the ISP Plan vote?

Each participant in the Employee Savings Plan, the Union Plan, or the ISP Plan may instruct the Trustee on how to vote the shares of Ashland Common Stock credited to the participant’s account in each plan. In the case of the Union Plan or the ISP plan, such instructions will additionally be applied to a proportionate number of shares of Ashland Common Stock held in all other plan participants’ accounts for which voting instructions are not timely received by the Trustee (the “non-directed shares”). In the case of the Employee Savings Plan, each participant may separately instruct the Trustee on how to vote a proportionate number of non-directed shares. Each participant who gives the Trustee any such instruction acts as a named fiduciary for the applicable plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Your vote must be received by the plan tabulator, before 5:00 p.m. (EST) on Friday, January 20, 2023. You may not vote your shares in such plans at the Annual Meeting.

Can I change my vote once I vote by mail, by telephone or over the Internet?

Yes. You have the right to change or revoke your proxy (1) at any time before the Annual Meeting by (a) notifying Ashland’s Secretary in writing at 8145 Blazer Drive, Wilmington, DE 19808, (b) returning a later dated proxy card or (c) entering a later dated telephone or Internet vote; or (2) by voting electronically during the Annual Meeting after registering at www.proxydocs.com/ASH. Any changes or revocations of voting instructions to the Trustee of the Employee Savings Plan, the Union Plan, or the ISP Plan must be received by the plan tabulator, before 5:00 p.m. (EST) on Friday, January 20, 2023.

Who will count the vote?

Representatives of Mediant Communications will tabulate the votes and will act as the inspector of election.

What constitutes a quorum?

As of the Record Date, 54,261,438 shares of Ashland Common Stock were outstanding and entitled to vote. A majority of the shares issued and outstanding and entitled to be voted thereat must be present electronically at the Annual Meeting or by proxy to constitute a quorum to transact business at the Annual Meeting. If you vote electronically at the Annual Meeting, by telephone, over the Internet or by returning a properly executed proxy card, you will be considered a part of that quorum. Abstentions and broker non-votes (if any), as described below, will be treated as present for the purpose of determining a quorum.

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What vote is required for approval of each matter to be considered at the Annual Meeting?

A:     

   (1)    

Election of Directors — Under Article V of Ashland’s Certificate of Incorporation (the “Certificate”), the affirmative vote of a majority of votes cast with respect to each director nominee is required for the nominee to be elected. A majority of votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee.

   (2)    

Ratification of independent registered public accountants — The appointment of EY will be ratified if votes cast in its favor exceed votes cast against it.

   (3)    

Non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers — The non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, will be approved if the votes cast in its favor exceed the votes cast against it.

What is a broker non-vote?

A broker non-vote occurs when brokers, banks or other nominees holding shares for a beneficial owner have discretionary authority to vote on “routine” matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank or other nominee with specific instructions on how to vote any “non-routine” matters brought to a vote at the stockholders meeting.

How will my shares be voted if I submit a proxy card but do not specify how I want to vote?

All shares represented by validly executed proxies will be voted at the Annual Meeting, and such shares will be voted in accordance with the instructions provided. If no voting specification is made on your returned proxy card, Guillermo Novo or Yvonne Winkler von Mohrenfels, as individuals named on the proxy card, will vote in line with the Board’s recommendations with respect to any such proposal, i.e., (i) FOR the election of the 9 director nominees, (ii) FOR the ratification of EY, and (iii) FOR the non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

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How will broker non-votes and abstentions be treated?

Ashland will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as entitled to vote on any “non-routine” matters. This means that broker non-votes will have no effect on whether any of the proposals pass. Abstentions will also be treated as present for the purpose of determining quorum, but as unvoted shares for the purpose of determining the approval of the election of directors, the ratification of EY and the approval, on a non-binding advisory basis, of the compensation paid to Ashland’s named executive officers.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results based on our proxy solicitor’s advice at the Annual Meeting. We expect to report the final results based on the report of Mediant Communications on a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. You can obtain a copy of the Form 8-K from our website at http://investor.ashland.com, by calling the SEC at 1-800-SEC-0330 for the location of the nearest public reference room or through the SEC’s EDGAR system at http://www.sec.gov.

Who can I contact if I have questions or need assistance in voting my shares, or if I need additional copies of the proxy materials?

Please contact D.F. King & Co., Inc, the firm assisting us in the solicitation of proxies, toll-free at 1 (866) 796-7184. Banks and brokers may call collect at 1 (212) 269-5550.

Important Notice regarding the availability of Proxy Materials for the

Annual Meeting to be held on January 24, 2023.

This Proxy Statement and Ashland’s 2022 Annual Report to Stockholders are available at

www.ashland.com/proxy.

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Name and Address of Beneficial Owner

The Vanguard Group

100 Vanguard Blvd

Malvern, PA 19355

BlackRock, Inc.

55 East 52nd Street

New York, New York 10022

Eminence Capital, LP

399 Park Avenue, 25th Floor

New York, New York 10022

Franklin Mutual Advisers, LLC

101 John F. Kennedy Parkway

Short Hills, NJ 07078

Based on 54,147,528 shares of Ashland Common Stock outstanding as of October 31, 2022.

Based upon information contained in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 9, 2022, Vanguard beneficially owned 5,271,092 shares of Ashland Common Stock as of December 31, 2021 with sole voting power over no shares, shared voting power over 30,121 shares, sole dispositive power over 5,191,956 shares and shared dispositive power over 79,136 shares.

Based upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 3, 2022, BlackRock beneficially owned 4,632,459 shares of Ashland Common Stock as of December 31, 2021, with sole voting power over 4,445,359 shares, shared voting power over no shares, sole dispositive power over 4,632,459 shares and shared dispositive power over no shares. BlackRock reported its beneficial ownership on behalf of itself and the following direct and indirect subsidiaries and affiliates: BlackRock Life Limited, BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; and Black Fund Managers Limited.

Based upon information contained in the Schedule 13D/A filed by Eminence Capital LP (“Eminence”) with the SEC on June 14, 2022, Eminence beneficially owned 4,083,978 shares of Ashland Common Stock as of June 14, 2022, with sole voting power over no shares, shared voting power over 4,083,978 shares, sole dispositive power over no shares and shared dispositive power over 4,083,978 shares. Eminence reported its beneficial ownership on behalf of itself and Ricky C. Sandler, a U.S. Citizen (“Mr. Sandler,” and together with Eminence Capital, the “Reporting Persons”). Eminence serves as the management company or investment adviser to and may be deemed to have shared voting and dispositive power over the shares of Common Stock held by, various investment funds and separately managed accounts under its management and control. The general partner of Eminence is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. Eminence also reported that Mr. Sandler beneficially owned 4,084,439.66 shares of Ashland Common Stock and 3,978.48 restricted stock units as of June 14, 2022, with sole voting power over 461.66 shares and

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3,978.48 restricted stock units, shared voting power over 4,083,978 shares, sole dispositive power over 461.66 shares and 3,978.48 restricted stock units and shared dispositive power over 4,083,978 shares.

Based on the Schedule 13G filed by Franklin Advisers, LLC (“Franklin Advisers”) with the SEC on February 1, 2022, Franklin Advisers beneficially owned 4,009,498 shares of Ashland Common Stock as of December 31, 2021, with sole voting power over 3,913,664 shares, shared voting power over no shares, sole dispositive power over 4,009,498 shares and shared dispositive power over no shares. Franklin Advisers reported its beneficial ownership on behalf of one or more open-end investment companies or other managed accounts that are investment clients of Franklin Advisers.

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Name of Beneficial Owner

 Guillermo Novo

76,771

*

(2)(3)

 J. Kevin Willis

145,419

*

(1)(2)(3)

 Osama M. Musa

31,243

*

(2)(3)

 Min S. Chong

4,395

*

(2)(3)

 Ashok Kalyana

3,576

*

(2)(3)

 Steven D. Bishop

263

*

(2)

 Brendan M. Cummins

0

—

(2)(4)

 William G. Dempsey (a)

13,197

*

(2)(4)

 Suzan F. Harrison

0

—

(2)

 Jay V. Ihlenfeld

10,382

*

(2)(4)

 Wetteny Joseph

1,349

*

(2)

 Susan L. Main

8,659

*

(2)(4)

 Jerome A. Peribere

7,775

*

(2)(4)

 Ricky C. Sandler (a)

4,087,294

7.55%

(2)(5)

 Janice J. Teal

31,586

*

(2)(4)

 All directors and executive officers as a group (19 people)

4,461,526

8.20%

(1)(2)(3)(4)(5)

Messrs. Dempsey and Sandler will retire from the Board as of the 2023 Annual Meeting and will not stand for re-election.

Includes shares of Ashland Common Stock held under the Employee Savings Plan by executive officers: as to Mr. Willis, 34,012 shares; and as to all executive officers as a group, 41,657 shares. Participants can vote the Employee Savings Plan shares.

Includes grants of restricted stock units, common stock units and/or restricted stock units (share equivalents) held by executive officers in the Ashland Common Stock Fund under Ashland’s

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non-qualified Deferred Compensation Plan for Employees (the “Employees’ Deferral Plan”) or by directors under the non-qualified Deferred Compensation Plan for Non-Employee Directors (the “Directors’ Deferral Plan”): as to Mr. Novo, 23,545 units; as to Mr. Willis, 35,341 units; as to Dr. Musa, 3,362 units; as to Mr. Chong, 2,245 units; as to Mr. Kalyana, 1,433 units; as to Mr. Bishop, 263 units; as to Mr. Dempsey, 11,315; as to Dr. Ihlenfeld, 8,500 units; as to Mr. Joseph, 1,350 units; as to Ms. Main, 6,777 units; as to Mr. Peribere, 5,893 units; as to Mr. Sandler, 2,855; as to Dr. Teal, 29,704 units; and as to all directors and executive officers as a group, 138,592. Mr. Cummins, as a non-U.S. resident, is not eligible to defer U.S.-based compensation and therefore holds 22,862 restricted stock units, payable solely in cash, directly and not through the Directors’ Deferral Plan.

Includes shares of Ashland Common Stock with respect to which the executive officers have the right to acquire beneficial ownership within 60 calendar days after October 31, 2022, through the exercise of stock appreciation rights (“SARs”): as to Mr. Novo, 18,800 shares; as to Mr. Willis, 72,001 shares; as to Dr. Musa, 17,568 shares; as to Mr. Chong, 1,284 shares; as to Mr. Kalyana, 1,105 shares; and as to all directors and executive officers as a group, 155,071 shares through SARs. All SARs included in this table are reported on a net basis based on the closing price for Ashland Common Stock as reported on the New York Stock Exchange (“NYSE”) Composite Tape on October 31, 2022. All SARs are stock settled and are not issued in tandem with an option.

Includes 1,883 restricted shares of Ashland Common Stock for each of the non-employee directors under the prior director compensation program, except for Mr. Cummins who received 1,883 restricted stock units in lieu of 1,883 restricted shares (discussed in footnote 2 above). Beginning in February 2018, Ashland ceased providing new directors the on-boarding grant of 1,883 restricted shares.

As of June 14, 2022, Mr. Sandler had sole voting power over 461 shares and shared voting power over 4,083,978 shares. The 4,083,978 shares (the “Eminence Shares”) were owned by certain funds and investment vehicles (the “Eminence Funds”) managed by Eminence. The Eminence Shares are not held directly by Mr. Sandler. From time to time, certain of these shares are held in the ordinary course of business with other investment securities owned by the Eminence Funds in co-mingled margin accounts with a prime broker that may, from time to time, extend margin credit to certain Eminence Funds, subject to applicable federal margin, stock exchange rules and credit policies. Mr. Sandler is the Founder and Chief Executive Officer/Chief Investment Officer of Eminence, and therefore is in a position to determine the Funds’ investment and voting decisions. Accordingly, Mr. Sandler and Eminence may be deemed to indirectly beneficially own the shares that the Eminence Funds directly and beneficially own. Mr. Sandler beneficially owns 4,083,978 shares as of June 14, 2022 and 4,003 restricted stock units as of October 31, 2022, with sole voting power over 461 shares and 4003 restricted stock units, shared voting power over 4,083,978 shares, sole dispositive power over 461 shares and 4,003 restricted stock units and shared dispositive power over 4,083,978 shares.

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The Board of Directors unanimously recommends a vote FOR ALL the following nominees at the 2023 Annual Meeting: Steven D. Bishop, Brendan M. Cummins, Suzan F. Harrison, Jay V. Ihlenfeld, Wetteny Joseph, Susan L. Main, Guillermo Novo, Jerome A. Peribere and Janice J. Teal.

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  STEVEN D. BISHOP

Principal Occupation:

Former Chief Executive

Officer, Procter & Gamble

Consumer Health Care

Director Since: 2022

Age: 58

Professional Experience:

Mr. Bishop retired as Chief Executive Officer of Procter & Gamble Consumer Health Care in February 2022. He served as the CEO of the division from 2019 to 2022 and Group President from 2015 to 2019.

Education:

Mr. Bishop holds a B.S. in Agricultural Economics from Purdue University.

Other Company Boards:

Mr. Bishop currently serves on the Advisory Committee of Cultivate (MD) Capital Accelerator Fund, GP, LLC, a medical device and technology venture capital fund and on the Board of Directors of Strados Labs, a medical device and technology company.

Director Qualifications:

As the former Chief Executive Officer of Procter & Gamble Consumer Health Care, Mr. Bishop brings significant experience in leading large complex global businesses. He has extensive experience in global P&L management, and has strong skills in strategy development, innovation, marketing and brand management, operations, and organization development across varying countries and cultures.

Board Committees:

*  Compensation

*  Environmental, Health, Safety and Quality

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  BRENDAN M. CUMMINS

Principal Occupation:

Former Consultant to

The Valence Group; Former

Chief Executive Officer of

Ciba Specialty Chemicals

Director Since: 2012

Age: 71

Professional Experience:

Mr. Cummins served as a global strategic advisor to, and on the senior executive panel of, The Valence Group, a specialist mergers and acquisitions firm, from 2010 until May 2012. Prior to that position, Mr. Cummins served as Chief Executive Officer for Ciba Specialty Chemicals (“Ciba”) from 2007 to 2008 and as Chief Operating Officer from 2005 to 2007. From 1974 to 2005, Mr. Cummins held a variety of international and senior management positions with Ciba.

Education:

Mr. Cummins is an Associate and Fellow of the Institute of Company Accountants, is a Fellow of the Association of International Accountants and received a Diploma in Company Direction from the Institute of Directors in 2010. He also completed a management development program at Harvard in 1989.

Other Company Boards:

Mr. Cummins serves as a board member of Perstorp Group Sweden and is a member of the Remuneration Committee and serves on the board of Tom Murphy Car Sales in Ireland. Up until March 2019, he was a board member of Nanoco Group PLC based in Manchester UK where he served as the Senior Independent Director and served as a member of the Audit Committee and Chair of the Remuneration Committee.

Non-Profit Boards:

Mr. Cummins currently serves as a board member and Vice Chairman of Respond Support Ireland, a social housing and a community support charity organization. He also served as Chairman of The Viking Trust Ltd in Waterford City, Ireland from 2012 until July 2016, and as Chair of the Audit Committee and member of the Planning Committee of Waterford City and County Council until the first quarter of 2016.

Director Qualifications:

As the former Chief Executive Officer of a major chemical company and a chemical industry consultant, Mr. Cummins brings significant management and chemical industry experience and knowledge to the Board in the areas of international business operations, accounting and finance, risk oversight, environmental compliance and corporate governance.

Board Committees:

*  Compensation (Chair)

*  Audit

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  SUZAN F. HARRISON

Principal Occupation:

Former President of

Colgate-Palmolive Global

Oral Care

Director Since: 2022

Age: 65

Professional Experience:

Ms. Harrison has held a variety of leadership positions at Colgate-Palmolive Company, the most recent being President of Global Oral Care until 2019. Prior to that, she was President of Hill’s Pet Nutrition Inc. North America. Before that, she served as Vice President, Marketing, for Colgate U.S., and Vice President and General Manager of Colgate Oral Pharmaceuticals, North America and Europe.

Education:

Ms. Harrison earned her MBA from the Stern School of Business and her BS from Binghamton University.

Public Company Boards:

Ms. Harrison joined Archer-Daniels-Midland Company’s board of directors in May 2017 and serves as chair of its Sustainability and Corporate Responsibility Committee as well as a member of the Compensation Committee. She joined the Westrock Company board in January of 2020 and serves on audit and nominating & corporate governance committees.

Non-Profit Boards:

Ms. Harrison is currently a member of the Executive Women’s Forum of NY and has received numerous awards over her career including Ad Age’s ‘Women to Watch’, YWCA Women Achiever Award, and the Foundation of Excellence Award in Corporate Leadership Award from the NY State Dental Association.

Director Qualifications:

Ms. Harrison’s operating experience at Colgate-Palmolive Company combined with her global perspective, and passion for sustainability make her an excellent candidate for the Ashland board.

Board Committees:

*  Audit

*  Governance and Nominating

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  JAY V. IHLENFELD

Principal Occupation:

Former Senior Vice President

of 3M Company

Director Since: 2017

Age: 71

Lead Independent Director

Professional Experience:

Dr. Ihlenfeld served as the Senior Vice President, Asia Pacific, for 3M Company, a leader in technology and innovation, from 2006 until his retirement in 2012. Dr. Ihlenfeld has held various leadership positions during his 33-year career at 3M Company, including Senior Vice President, Research and Development from 2002 to 2006, Vice President of its Performance Materials business and Executive Vice President of its Sumitomo/3M business in Japan.

Education:

Dr. Ihlenfeld holds a Bachelor of Science degree in chemical engineering from Purdue University and a Ph.D. in chemical engineering from the University of Wisconsin.

Public Company Boards:

Dr. Ihlenfeld is a director of Celanese Corporation, where he serves on the Compensation and Management Development Committee and the Environmental, Health, Safety, Quality and Public Policy Committee.

Non-Profit Boards:

Dr. Ihlenfeld is a director of the Minnesota Orchestra and is currently serving on the Executive Committee and Chair of the Audit Committee. Dr. Ihlenfeld served as Vice President and Trustee of Phi Delta Theta Foundation.

Director Qualifications:

As a former Senior Vice President of a global science company, Dr. Ihlenfeld brings significant management and chemical industry experience to the Board, as well as knowledge in the areas of international operations, leadership development and succession, environmental compliance and safety, risk oversight and M&A evaluation. He also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*  Compensation

*  Environmental, Health, Safety and Quality

  WETTENY JOSEPH

Principal Occupation:

Executive Vice President and

Chief Financial Officer of

Zoetis, Inc.

Director Since: 2021

Age: 50

Professional Experience:

Mr. Joseph is the Executive Vice President and Chief Financial Officer of Zoetis, Inc. (“Zoetis”), an American drug company and the world’s largest producer of medicines and vaccinations for pets and livestock, since June 2021. Prior to that, Mr. Joseph held various leadership positions within Catalent from 2008 to 2021, including Senior Vice President and Chief Financial Officer between 2018 and 2021; President, Clinical Supply Services from 2015 to 2018; and Vice President, Finance in various capacities from 2008 to 2012.

Education:

Mr. Joseph holds a Bachelor of Science degree and a Master of Accounting degree both from Florida Atlantic University.

Director Qualifications:

As the Executive Vice President and Chief Financial Officer of Zoetis, Mr. Joseph brings significant management and life sciences industry experience to the Board, as well as knowledge in the areas of public company finance, accounting, business strategy, business operations, and international operations.

Board Committees:

*  Audit

*  Environmental, Health, Safety and Quality

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  SUSAN L. MAIN

Principal Occupation:

Senior Vice President and

Chief Financial Officer of

Teledyne Technologies

Incorporated

Director Since: 2017

Age: 64

Professional Experience:

Ms. Main is Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated, a leading provider of digital imaging products and software, sophisticated instrumentation, aerospace and defense electronics, and engineered systems, since November 2012. Prior to that, she was Vice President and Controller of Teledyne, a position she held for eight years. From 1999 to 2004, Ms. Main served as Vice President and Controller for Water Pik Technologies, Inc. She also held numerous financial roles at the former Allegheny Teledyne Incorporated in its government, industrial and commercial segments.

Education:

Ms. Main holds a Bachelor of Arts degree in Business Administration from California State University, Fullerton.

Public Company Boards:

Ms. Main was a director of Garrett Motion Inc. between October 2018 and April 2021 and served as a member of the Audit and Nominating and Corporate Governance committees.

Director Qualifications:

As the Senior Vice President and Chief Financial Officer of a public company, Ms. Main brings significant management and public company financial experience and knowledge to the Board in the areas of finance, accounting, operations, risk oversight and corporate governance. She also brings experience gained from service on the board of directors of another public company.

Board Committees:

*  Audit (Chair)

*  Governance and Nominating

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  GUILLERMO NOVO

Principal Occupation:

Chair of the

Board and Chief Executive Officer of Ashland Inc.

Director Since: 2019

Age: 60

Professional Experience:

Mr. Novo is Ashland’s Chair of the Board and Chief Executive Officer. Prior to that position, Mr. Novo served as the President and CEO of Versum Materials, Inc., and was a member of the board of directors. Previously, Mr. Novo served as Executive Vice President, Materials Technologies of Air Products and Chemicals, Inc. (“Air Products”) since October 2014. He joined Air Products in September 2012 as Senior Vice President Electronics, Performance Materials, Strategy and Technology. Prior to joining Air Products, Mr. Novo was employed by the Dow Chemical Company where he most recently served as group vice president, Dow Coating Materials, a large specialty chemicals business. He began his career in 1986 with Rohm and Haas Company (which merged with Dow in 2009) and over the next 24 years progressed through a variety of commercial, marketing, and general management positions, living in South America, the United States and Asia. In 1998, Mr. Novo was named a vice president at Rohm and Haas, and in 2006 he became a corporate officer and one of five group executives on the corporate leadership team responsible for driving the overall strategy for the company.

Education:

Mr. Novo holds a Bachelor of Science degree in industrial engineering from the University of Central Florida and a Master of Business Administration degree from the University of Michigan.

Public Company Boards:

Mr. Novo is a director of PPG Industries, Inc. since February 2021 and serves on the Audit and Compensation Committees. Mr. Novo has served as a director of Ashland since May 22, 2019, serving on the Audit Committee until October 8, 2019, and serving on the Environmental, Health, Safety and Quality Committee until December 31, 2019. Within the past five years, Mr. Novo also served as a director of Versum Materials, Inc. and Bemis Company, where he served on the Compensation and Nominating and Governance committees.

Director Qualifications:

As the Chair and Chief Executive Officer of Ashland and as the former President and Chief Executive Officer of Versum Materials, Inc., a leading electronic materials company, Mr. Novo brings over thirty years of leadership experience in the specialty materials and specialty chemicals industries. With his public company and leadership roles, he brings significant experience and knowledge to the Board in the areas of business strategy, business operations, manufacturing, safety, management, finance, accounting, risk oversight and corporate governance. Mr. Novo also brings substantial experience gained from service on the board of directors of other public companies.

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  JEROME A. PERIBERE

Principal Occupation:

Former President and Chief

Executive Officer of

Sealed Air Corporation

Director Since: 2018

Age: 68

Professional Experience:

Mr. Peribere was the President and Chief Executive Officer of Sealed Air Corporation (“Sealed Air”) from March 2013 until his retirement in December 2017. Prior to this position, he served as the President and Chief Operating Officer of Sealed Air. Prior to joining Sealed Air, Mr. Peribere worked at The Dow Chemical Company (“Dow”) from 1977 through August 2012. Mr. Peribere served in multiple managerial roles with Dow, most recently as Executive Vice President of Dow and President and Chief Executive Officer, Dow Advanced Materials, a unit of Dow, from 2010 through August 2012.

Education:

Mr. Peribere holds a degree in business economics and finance from the Institut D’Etudes Politiques in Paris, France.

Public Company Boards:

Mr. Peribere is a director of Xylem Inc. where he serves on the Audit Committee and chairs the Leadership Development and Compensation Committee. Mr. Peribere previously served as a director of Sealed Air and BMO Financial Corporation.

Director Qualifications:

As the former President and Chief Executive Officer of Sealed Air and former Executive Vice President of Dow and President and Chief Executive Officer of Dow Advanced Materials, Mr. Peribere brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*  Compensation

*  Governance and Nominating

  JANICE J. TEAL

Principal Occupation:

Former Group Vice

President and Chief

Scientific Officer for

Avon Products Inc.

Director Since: 2012

Age: 70

Professional Experience:

Dr. Teal served as the Group Vice President and Chief Scientific Officer for Avon Products Inc., a direct seller of beauty and related products, from January 1999 to May 2010. Prior to that position, Dr. Teal served as Vice President of the Avon Skin Care Laboratories, where she led the bioscience research and skin care teams.

Education:

Dr. Teal holds a doctorate degree and a Master of Science degree in pharmacology from Emory University Medical School, a pharmacy degree from Mercer University and was a post-doctoral fellow at the New York University Medical Center Institute of Environmental Medicine.

Public Company Boards:

From 2003 until 2011, Dr. Teal served as a director of Arch Chemicals, Inc., where she served on the Audit Committee and the Corporate Governance Committee.

Non-Profit Boards:

Dr. Teal serves on the Board of Trustees of Naples Community Hospital Healthcare System.

Director Qualifications:

As former Group Vice President and Chief Scientific Officer of a leading personal care company, Dr. Teal brings significant scientific and personal care industry experience and knowledge to the Board in the areas of research and development, marketing, safety and risk oversight. She also brings significant experience gained from service on the board of directors of another public chemical company.

Board Committees:

*  Environmental, Health, Safety and Quality (Chair)

*  Compensation

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 Black

 Asian/Pacific Islander

 White/Caucasian

 Hispanic/Latino

 Native American

 GENDER

 Male

 Female

 TENURE⁽¹⁾

Counting the start year and 2022 as full years.

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Committee Role

Director Retainer

Lead Independent Director

Audit Committee Chair

All Other Committee Chairs

Name

Steven D. Bishop (3)

Brendan M. Cummins

William G. Dempsey (4)

Suzan F. Harrison (3)

Jay V. Ihlenfeld

Wetteny Joseph

Susan L. Main

Jerome A. Peribere

Ricky C. Sandler (4)

Janice J. Teal

For fiscal 2022 Mr. Dempsey, Mr. Joseph, Dr. Teal, Ms. Harrison and Mr. Bishop deferred all of their fees into the Directors’ Deferral Plan.

The values represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2022 computed in accordance with FASB ASC Topic 718. These restricted stock unit awards do not require assumptions in computing their grant date fair value under generally accepted accounting principles. The number of restricted stock unit awards received is rounded to the nearest whole share. Other than Mr. Cummins, Ms. Harrison and Mr. Bishop each continuing non-employee director received a grant of 1,138 restricted stock units of Ashland Common Stock in the Directors’ Deferral Plan on January 24, 2022. The grant date fair value per share of each restricted stock unit was $96.61 per share of Ashland Common Stock.

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Ms. Harrison and Mr. Bishop received a pro-rated grant of 530 restricted stock units of Ashland Common Stock in the Directors’ Deferral Plan on July 1, 2022. The grant date fair value per share of each restricted stock unit was $103.67 per share of Ashland Common Stock. Mr. Cummins received 1,138 restricted stock units on such date, which was based on the grant date fair value of $96.61 per share of Ashland Common Stock.

Mr. Bishop and Ms. Harrison joined the Board on July 1, 2022.

Messrs. Dempsey and Sandler will not stand for reelection at the Annual Meeting on January 24, 2023

Name

Steven D. Bishop

Brendan M. Cummins

William G. Dempsey

Suzan F. Harrison

Jay V. Ihlenfeld

Susan L. Main

Wetteny Joseph

Jerome A. Peribere

Ricky C. Sandler

Janice J. Teal

Includes credit for reinvested dividends allocated since the grant date for all directors. For all directors other than Mr. Cummins, the restricted stock units vest one year after date of grant. Mr. Cummins’ restricted stock units vest as described below under the section entitled “Restricted Stock Units” of this Proxy Statement.

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Ashland has adopted Corporate Governance Guidelines. These guidelines provide the framework for the Board’s governance of Ashland and include a general description of the Board’s purpose, director qualification standards, retirement and resignation policies and other responsibilities. The Corporate Governance Guidelines require that at least two-thirds of Ashland’s directors be independent, as defined by Ashland’s Director Independence Standards (the “Standards”), which incorporate the independence requirements of the SEC rules and the listing standards of the NYSE.

Ashland also requires compliance with its global code of conduct which applies to all of Ashland’s directors and employees, including the principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The global code of conduct promotes honest and ethical conduct, compliance with applicable laws, rules and regulations, prompt reporting of violations of the code and full, fair, accurate, timely and understandable disclosure in reports filed with the SEC. Ashland intends to post any amendments or waivers of the code (to the extent applicable to Ashland’s directors and executive officers) on Ashland’s website or in a Current Report on Form 8-K.

Each of Ashland’s Board Committees has adopted a charter defining its respective purposes and responsibilities. Ashland has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.

Only independent directors, as defined in the Standards, may serve on the Audit Committee, G&N Committee, and Compensation Committee of the Board.

The Board, and each Committee of the Board, has the authority to engage independent consultants and advisors.

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Coordinates with the Chair of the Board to determine the appropriate schedule of meetings;

Places any item he or she determines is appropriate on the Board’s agenda;

Directs that specific materials be included in Board mailings and works with the G&N Committee, as appropriate, to assess the quality, quantity and timeliness of the flow of information from management to the Board;

Directs the retention of consultants and advisors to report directly to the Board;

Coordinates with the G&N Committee to oversee compliance with Ashland’s Corporate Governance Guidelines and to recommend appropriate revisions thereto;

Coordinates and develops the agenda for, and moderates executive sessions of, the Board’s independent directors and acts as principal liaison between the independent directors and the Chair of the Board and Chief Executive Officer on sensitive matters; and

Works with the G&N Committee to recommend the membership of the various Board Committees and Committee Chairs.

Ensure that the Company’s executive compensation programs are competitive, support organizational objectives and stockholder interests, and emphasize the pay-for-performance linkage;

Review, evaluate and approve on an annual basis, the goals and objectives of the Chief Executive Officer. The Compensation Committee annually evaluates the Chief Executive Officer’s performance in light of these established goals and objectives, and based on these evaluations, the Compensation Committee sets the Chief Executive Officer’s annual compensation, including base salary, annual incentives and long-term incentives;

Review and approve compensation of all executive officers who are “officers” under Section 16 b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

Approve any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements, and/or any special or supplemental benefits or provisions covering any current or former executive officer of Ashland.

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Recommendations from the Chief Executive Officer and human resources regarding potential changes to executive officer compensation based on performance, competitiveness, personnel and organizational changes, regulatory issues, strategic initiatives and other matters;

Information provided by human resources function at Ashland; and

Advice of an outside, independent, executive compensation consultant on all aspects of executive compensation, including comparison to the practices and executive compensation levels of peer and general industry companies.

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Compensation to a director or executive officer which is or will be disclosed in Ashland’s proxy statement;

Compensation to an executive officer which is approved by the Compensation Committee and would have been disclosed in Ashland’s proxy statement if the executive officer was a “named executive officer”;

A transaction in which the rates or charges involved are determined by competitive bids, or which involves common, contract carrier or public utility services at rates or charges fixed in conformity with law or governmental authority;

A transaction that involves services as a bank depository of funds, transfer agent, registrar, indenture trustee or similar services; and

A transaction in which the related person’s interest arises solely from the ownership of Ashland Common Stock and all stockholders receive the same benefit on a pro rata basis.

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as to each stockholder proposing a nominee and any Stockholder Associated Person (as defined below),

the class or series and number of shares of stock directly or indirectly held of record and beneficially by the stockholder proposing such business or Stockholder Associated Person;

the date such shares of stock were acquired;

a description of any agreement, arrangement or understanding, direct or indirect, with respect to such business between or among the stockholder proposing such business, any Stockholder Associated Person or any others (including their names) acting in concert with any of the foregoing;

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions and borrowed or loaned shares) that has been entered into, directly or indirectly, as of the date of such stockholder’s notice by, or on behalf of, the stockholder proposing such business or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the stockholder proposing such business or any Stockholder Associated Person with respect to shares of stock of Ashland (a “Derivative”);

a description in reasonable detail of any proxy (including revocable proxies), contract, arrangement, understanding or other relationship pursuant to which the stockholder proposing such business or Stockholder Associated Person has a right to vote any shares of stock of Ashland;

any rights to dividends on the stock of Ashland owned beneficially by the stockholder proposing such business or Stockholder Associated Person that are separated or separable from the underlying stock of Ashland;

any proportionate interest in stock of Ashland or Derivatives held, directly or indirectly, by a general or limited partnership in which the stockholder proposing such business or Stockholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and

any performance-related fees (other than an asset-based fee) that the stockholder proposing such business or Stockholder Associated Person is entitled to, based on any increase or decrease in the value of stock of Ashland or Derivatives thereof, if any, as of the date of such notice (sections (i) through (viii), the “Stockholder Information”);

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as to each stockholder proposing such nominee, the name and address of (i) any other beneficial owner of stock of Ashland that are owned by such stockholder and (ii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the stockholder or such beneficial owner (each, a “Stockholder Associated Person”);

the name and address of each stockholder proposing such nominee, as they appear on Ashland’s books;

the name and address of the person or persons to be nominated;

a representation that the stockholder is a holder of record of stock of Ashland entitled to vote in the election of directors and intends to appear in person or by proxy at the meeting;

a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder;

a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among the stockholder and any Stockholder Associated Person or any of their respective affiliates or associates or other parties with whom they are acting in concert, including all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder, Stockholder Associated Person or any person acting in concert therewith, were the “registrant” for purposes of such rule and each nominee were a director or executive of such registrant;

such other information regarding each nominee proposed by such stockholder and Stockholder Associated Persons as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board and a completed signed questionnaire, representation and agreement required by Section 3.02(c) of Ashland’s By-laws;

a representation as to whether such stockholder intends (a) to deliver a proxy statement and form of proxy to holders of at least the percentage of Ashland’s outstanding capital stock required to approve the nomination or (b) otherwise to solicit proxies from stockholders in support of such nomination;

a representation that the stockholder shall provide any other information reasonably requested by Ashland; and

the executed written consent of each nominee to serve as a director of Ashland if so elected.

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Audit

Compensation

Environmental, Health,

Safety and Quality

Governance and

Nominating

Chair

 Audit Committee

Number of Meetings in Fiscal 2022: 8

Oversees Ashland’s financial reporting process, including earnings releases and the filing of financial reports.

Reviews management’s implementation and maintenance of adequate systems of internal accounting and financial controls (including internal control over financial reporting).

Evaluates Environmental, Social and Governance (ESG) disclosures and confirms ESG framework and standards, and disclosure control systems.

Evaluates the independence and performance of the independent auditors, who report directly to the Audit Committee.

Selects independent auditors based on qualification and independence and approves audit fees and services performed by independent auditors.

Reviews the effectiveness of Ashland’s legal and regulatory compliance programs.

Discusses the overall scope and plans for audits with both internal and independent auditors.

Reviews and investigates any matters pertaining to the integrity of executive management and oversees compliance by management with laws, regulations and the global code of conduct.

Establishes and maintains procedures for handling complaints regarding accounting and auditing matters.

Reviews and oversees Ashland’s capital allocation framework, including prioritization, significant decisions and risk considerations relating to Ashland’s financial resources, capital structure and investments and uses of cash.

Reviews Ashland’s enterprise risk assessment and risk management policies, including Ashland’s major enterprise and financial risk exposures and steps taken by management to monitor and mitigate such exposures.

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Evaluates and recommends actions regarding significant financial issues such as capital structure, dividend policy, offerings of corporate securities, major borrowings, credit facilities, derivatives and swaps policies (including entry into swaps in reliance on the end-user exception), past audits of capital investments, capital projects, commercial commitments and merger, acquisition and divestiture activities.

Oversees funding and investment policy related to employee benefit plans.

Reviews performance and operation of internal audit, including the head of internal audit, and reviews adverse audit reports.

Reviews the Company’s information and cyber security risks and programs.

 Compensation Committee

Number of Meetings in Fiscal 2022: 5

Ensures Ashland’s executive compensation programs are appropriately competitive, supports organizational objectives and stockholder interests and emphasizes pay for performance linkage.

Evaluates and approves compensation and sets performance criteria for compensation programs with respect to Ashland’s Chief Executive Officer.

Evaluates and approves compensation and sets performance criteria for compensation programs for all executive officers subject to Section 16 of the Exchange Act.

Oversees the execution of Chief Executive Officer and senior management development and succession plans, including HR-related business continuity plans.

Approves any employment agreements, consulting arrangements, severance or retirement arrangements, change in control agreements and/or any other special or supplemental benefits covering any current or former executive officer.

Adopts, amends, terminates and performs other design functions for Ashland’s benefit plans.

Oversees the implementation and administration of Ashland’s compensation plans.

Monitors and evaluates Ashland’s compensation and benefits structure, providing guidance on philosophy, policy matters and excessive risk taking (including Committee specific ESG related activities).

Oversees regulatory compliance on compensation matters, including Ashland’s policies on structuring compliance programs to preserve tax deductibility.

Oversees the preparation of the annual report on executive compensation.

Oversees the retention of compensation consultants, independent legal counsel or other advisors and determines independence of the same.

 Environmental, Health, Safety and Quality Committee

Number of Meetings in Fiscal 2022: 5

Oversees and reviews Ashland’s environmental, health and safety (EHS), quality, environmental ESG and compliance policies, programs, practices and audits and any issues, as well as competitors’ activities and industry best practices.

Oversees and reviews EHS regulatory trends, including Ashland’s overall compliance, remediation and sustainability efforts.

Oversees and reviews product safety and quality trends, issues and concerns which affect or could affect Ashland’s product safety or quality practices, including Ashland’s overall efforts related to product safety and quality and environmental ESG.

Oversees, reviews and receives updates on Ashland’s policies regarding environmental, health, safety and quality compliance and business continuity risks.

Reports to the Board concerning implementation of EHS, quality and environmental ESG compliance policies and assists the Board in assuring Ashland’s compliance with those policies.

Reviews and approves EHS and environmental ESG performance targets

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 Governance and Nominating Committee

Number of Meetings in Fiscal 2022: 4

Recommends nominees for the Board of Directors and its Committees.

Reviews suggested potential candidates for the Board.

Recommends desirable size and composition of the Board and its Committees.

Recommends to the Board programs and procedures relating to director compensation, evaluation, retention and resignation.

Reviews corporate governance guidelines, corporate charters and proposed amendments to Ashland’s Certificate of Incorporation and By-laws.

Reviews transactions pursuant to the Related Person Transaction Policy.

Assists the Board in ensuring the Board’s independence as it exercises its corporate governance and oversight roles.

Oversees the evaluation of the Board, exercises oversight of Ashland’s ESG activities and monitors Ashland’s external ESG communication strategy, including Ashland ESG report.

Reviews the process for succession planning for the executive management of Ashland.

Reviews all Committee charters.

Reviews and makes recommendations to address stockholder proposals.

Oversees the administration of the equity plans and awards, solely with respect to non-employee directors.

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Name

Title

Ashland completed the sale of its Performance Adhesives business segment on February 28, 2022, resulting in proceeds to Ashland of approximately $1.7 billion, net of transaction costs. Ashland used a portion of the proceeds from the sale of its Performance Adhesives segment to reduce total debt by $615 million.

On March 1, 2022, under the 2018 stock repurchase program, Ashland entered into an agreement to repurchase an aggregate amount of $200 million of Ashland common stock using open-market purchases under rule 10b-18. On April 8, 2022, Ashland completed repurchases under this agreement repurchasing a total of 2.15 million shares for a total of $200 million. Since August 2021, Ashland has repurchased $650 million shares reducing its share count by approximately 6.75 million shares.

On May 25, 2022, Ashland’s Board of Directors authorized a new, evergreen $500 million common share repurchase program. The new authorization terminates and replaces Ashland’s 2018 $1 billion share repurchase program, which had $150 million outstanding at the date of termination.

Operating income of $333 million in 2022 compared to $192 million in 2021.

Income from continuing operations of $181 million in 2022 compared to $173 million in 2021.

Net income of $927 million in 2022 compared to $220 million in 2021. Fiscal 2022 includes a $726 million gain associated with the sale of the Performance Adhesives business.

Adjusted EBITDA of $590 million in 2022 compared to $495 million in 2021.

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(In millions) $

Sales

Life Science

Personal Care

Specialty Additives

Intermediates

Intersegment sales

Operating Income (Loss)

Life Sciences

Personal Care

Specialty Additives

Intermediates

Unallocated and other

EBITDA (1)

Life Sciences

Personal Care

Specialty Additives

Intermediates

Unallocated and other

Adjusted EBITDA (1)

Life Sciences

Personal Care

Specialty Additives

Intermediates

Unallocated and other

EBITDA and Adjusted EBITDA are non-GAAP measures and are reconciled to net income for Ashland and operating income for each segment in Appendix A.

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Align the interests of management with our stockholders

To closely align the interests of management with the interests of our stockholders, a significant portion of each executive’s compensation is equity-based and is linked to building long-term stockholder value through the achievement of Ashland’s financial and strategic objectives.

Provide incentive compensation that promotes desired behavior without encouraging unnecessary and excessive risk

Incentive compensation should help drive business strategy. The compensation program should encourage both the desired results and the right behaviors. It should help drive business strategy and strike a balance between short-term and long-term performance, while incorporating risk-mitigating design features so that unnecessary or excessive risk is not encouraged.

Attract, retain and motivate executive talent by providing competitive levels of salary and targeted total pay

Compensation should be competitive with those organizations with which we compete for top talent and attract and retain executive officers with the skills, experience and motivation to achieve stated Company objectives.

Integrate with our performance management process of goal-setting and formal evaluation

Target-level goals should be aligned with the annual operating plan and be considered stretch yet achievable, based on an annual assessment of business conditions for the performance period.

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Base Salary

Annual Incentive

PSUs

RSUs

Recipient

When Granted /

Received or Reviewed

Form of Delivery

Compensation Committee judgment based on review of market and other factors

Formulaic; Compensation Committee verifies performance before payout

Formulaic; Compensation Committee verifies performance before payout

Stock price on vest

date

Stock price appreciation

Deliver on annual strategic

objectives

Deliver on long-term strategic objectives; outperform peers

Balance

against excessive risk-taking and retention

Adjusted EBITDA and Innovation Revenue (new product sales), in each case, as used for purposes of our Annual Incentive Plan, and Adjusted RONA, as used for purposes of our Long-Term Incentive Performance Plan, are non-GAAP measures. Other than Adjusted RONA, a reconciliation of these measures to results in accordance with GAAP can be found in Appendix A. Adjusted RONA is a non-GAAP measure and will be reconciled when the long-term incentive performance plan is scored.

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Considerations used to choose peer group

   How we use peer group information

✓  Comparable revenue size

✓  Global operations

✓  Industry

✓  Business model

✓  Market capitalization

✓ Input in developing base salary ranges, annual incentive target opportunities and long-term incentive awards

✓ Assess competitiveness of total direct compensation

✓ Determine form and mix of equity

✓ Input to designing compensation plans, benefits and perquisites

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NEO

Guillermo Novo

1,071,000

1,095,630

2.2

J. Kevin Willis

598,150

611,910

2.2

Osama M. Musa

494,596

494,596

-

Min S. Chong

420,000

429,660

2.2

Ashok Kalyana

410.000

419,430

2.2