DEF 14A
0001674862falseDEF 14A0001674862ash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatWereOutstandingAndUnvestedAsOfApplicableFyEndDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToApplicableFyEndMemberecd:NonPeoNeoMember2021-10-012022-09-300001674862ecd:PeoMemberash:DecreaseOfAsc718FairValueOfAwardsGrantedDuringPriorFyThatWereForfeitedDuringApplicableFyDeterminedAsOfPriorFyEndMember2022-10-012023-09-300001674862ash:GuillermoNovoMember2021-10-012022-09-30000167486232022-10-012023-09-300001674862ash:IncreaseBasedOnDividendsOrOtherEarningsPaidDuringApplicableFyPriorToVestingDateMemberecd:NonPeoNeoMember2022-10-012023-09-300001674862ash:IncreaseForServiceCostAndIfApplicablePriorServiceCostForPensionPlansMemberecd:NonPeoNeoMember2021-10-012022-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatRemainUnvestedAsOfApplicableFyEndDeterminedAsOfApplicableFyEndRsuValuesIncludeRsusAttributableToReinvestedDividendEquivalentsMemberecd:NonPeoNeoMember2022-10-012023-09-300001674862ecd:NonPeoNeoMemberash:DecreaseForAmountsReportedUnderStockAwardsAndOptionAwardsMember2022-10-012023-09-300001674862ash:IncreaseBasedOnDividendsOrOtherEarningsPaidDuringApplicableFyPriorToVestingDateMemberecd:PeoMember2022-10-012023-09-300001674862ecd:NonPeoNeoMemberash:DecreaseOfAsc718FairValueOfAwardsGrantedDuringPriorFyThatWereForfeitedDuringApplicableFyDeterminedAsOfPriorFyEndMember2021-10-012022-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatRemainUnvestedAsOfApplicableFyEndDeterminedAsOfApplicableFyEndRsuValuesIncludeRsusAttributableToReinvestedDividendEquivalentsMemberecd:PeoMember2022-10-012023-09-3000016748622020-10-012021-09-300001674862ash:IncreaseBasedOnDividendsOrOtherEarningsPaidDuringApplicableFyPriorToVestingDateMemberecd:NonPeoNeoMember2021-10-012022-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForChangeInActuarialPresentValuesReportedUnderChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2022-10-012023-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatVestedDuringApplicableFyDeterminedAsOfVestingDateMemberecd:NonPeoNeoMember2022-10-012023-09-300001674862ash:IncreaseDecreaseForChangeInActuarialPresentValuesReportedUnderChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMemberecd:NonPeoNeoMember2022-10-012023-09-300001674862ecd:NonPeoNeoMemberash:IncreaseDecreaseForChangeInActuarialPresentValuesReportedUnderChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2021-10-012022-09-300001674862ecd:NonPeoNeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatVestedDuringApplicableFyDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToVestingDateMember2022-10-012023-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatVestedDuringApplicableFyDeterminedAsOfVestingDateMemberecd:PeoMember2020-10-012021-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatVestedDuringApplicableFyDeterminedAsOfVestingDateMemberecd:NonPeoNeoMember2020-10-012021-09-300001674862ecd:PeoMemberash:DecreaseForAmountsReportedUnderStockAwardsAndOptionAwardsMember2020-10-012021-09-300001674862ecd:NonPeoNeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatVestedDuringApplicableFyDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToVestingDateMember2021-10-012022-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatWereOutstandingAndUnvestedAsOfApplicableFyEndDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToApplicableFyEndMember2021-10-012022-09-300001674862ash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatWereOutstandingAndUnvestedAsOfApplicableFyEndDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToApplicableFyEndMemberecd:NonPeoNeoMember2022-10-012023-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatVestedDuringApplicableFyDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToVestingDateMember2020-10-012021-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatVestedDuringApplicableFyDeterminedAsOfVestingDateMemberecd:PeoMember2022-10-012023-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatWereOutstandingAndUnvestedAsOfApplicableFyEndDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToApplicableFyEndMember2020-10-012021-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForChangeInActuarialPresentValuesReportedUnderChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2021-10-012022-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatRemainUnvestedAsOfApplicableFyEndDeterminedAsOfApplicableFyEndRsuValuesIncludeRsusAttributableToReinvestedDividendEquivalentsMemberecd:NonPeoNeoMember2020-10-012021-09-300001674862ash:GuillermoNovoMember2020-10-012021-09-300001674862ash:IncreaseForServiceCostAndIfApplicablePriorServiceCostForPensionPlansMemberecd:PeoMember2020-10-012021-09-300001674862ecd:NonPeoNeoMemberash:DecreaseForAmountsReportedUnderStockAwardsAndOptionAwardsMember2021-10-012022-09-300001674862ecd:PeoMemberash:DecreaseOfAsc718FairValueOfAwardsGrantedDuringPriorFyThatWereForfeitedDuringApplicableFyDeterminedAsOfPriorFyEndMember2021-10-012022-09-300001674862ecd:NonPeoNeoMemberash:IncreaseDecreaseForChangeInActuarialPresentValuesReportedUnderChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2020-10-012021-09-3000016748622021-10-012022-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForChangeInActuarialPresentValuesReportedUnderChangeInPensionValueAndNonqualifiedDeferredCompensationEarningsMember2020-10-012021-09-300001674862ecd:NonPeoNeoMemberash:DecreaseOfAsc718FairValueOfAwardsGrantedDuringPriorFyThatWereForfeitedDuringApplicableFyDeterminedAsOfPriorFyEndMember2022-10-012023-09-30000167486212022-10-012023-09-300001674862ecd:PeoMemberash:DecreaseForAmountsReportedUnderStockAwardsAndOptionAwardsMember2022-10-012023-09-300001674862ecd:NonPeoNeoMemberash:DecreaseOfAsc718FairValueOfAwardsGrantedDuringPriorFyThatWereForfeitedDuringApplicableFyDeterminedAsOfPriorFyEndMember2020-10-012021-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatVestedDuringApplicableFyDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToVestingDateMember2022-10-012023-09-300001674862ash:IncreaseBasedOnDividendsOrOtherEarningsPaidDuringApplicableFyPriorToVestingDateMemberecd:PeoMember2020-10-012021-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatRemainUnvestedAsOfApplicableFyEndDeterminedAsOfApplicableFyEndRsuValuesIncludeRsusAttributableToReinvestedDividendEquivalentsMemberecd:PeoMember2020-10-012021-09-300001674862ash:GuillermoNovoMember2022-10-012023-09-300001674862ash:IncreaseBasedOnDividendsOrOtherEarningsPaidDuringApplicableFyPriorToVestingDateMemberecd:PeoMember2021-10-012022-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatRemainUnvestedAsOfApplicableFyEndDeterminedAsOfApplicableFyEndRsuValuesIncludeRsusAttributableToReinvestedDividendEquivalentsMemberecd:PeoMember2021-10-012022-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatVestedDuringApplicableFyDeterminedAsOfVestingDateMemberecd:NonPeoNeoMember2021-10-012022-09-300001674862ash:IncreaseBasedOnDividendsOrOtherEarningsPaidDuringApplicableFyPriorToVestingDateMemberecd:NonPeoNeoMember2020-10-012021-09-3000016748622022-10-012023-09-300001674862ecd:PeoMemberash:DecreaseOfAsc718FairValueOfAwardsGrantedDuringPriorFyThatWereForfeitedDuringApplicableFyDeterminedAsOfPriorFyEndMember2020-10-012021-09-300001674862ash:IncreaseForServiceCostAndIfApplicablePriorServiceCostForPensionPlansMemberecd:PeoMember2021-10-012022-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatRemainUnvestedAsOfApplicableFyEndDeterminedAsOfApplicableFyEndRsuValuesIncludeRsusAttributableToReinvestedDividendEquivalentsMemberecd:NonPeoNeoMember2021-10-012022-09-300001674862ecd:PeoMemberash:DecreaseForAmountsReportedUnderStockAwardsAndOptionAwardsMember2021-10-012022-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatWereOutstandingAndUnvestedAsOfApplicableFyEndDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToApplicableFyEndMember2022-10-012023-09-3000016748622019-10-012020-09-300001674862ash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatWereOutstandingAndUnvestedAsOfApplicableFyEndDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToApplicableFyEndMemberecd:NonPeoNeoMember2020-10-012021-09-30000167486222022-10-012023-09-300001674862ecd:PeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatVestedDuringApplicableFyDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToVestingDateMember2021-10-012022-09-300001674862ecd:NonPeoNeoMemberash:IncreaseDecreaseForAwardsGrantedDuringPriorFyThatVestedDuringApplicableFyDeterminedBasedOnChangeInAsc718FairValueFromPriorFyEndToVestingDateMember2020-10-012021-09-300001674862ash:IncreaseForServiceCostAndIfApplicablePriorServiceCostForPensionPlansMemberecd:PeoMember2022-10-012023-09-300001674862ecd:NonPeoNeoMemberash:DecreaseForAmountsReportedUnderStockAwardsAndOptionAwardsMember2020-10-012021-09-300001674862ash:IncreaseForServiceCostAndIfApplicablePriorServiceCostForPensionPlansMemberecd:NonPeoNeoMember2020-10-012021-09-300001674862ash:IncreaseBasedOnAsc718FairValueOfAwardsGrantedDuringApplicableFyThatVestedDuringApplicableFyDeterminedAsOfVestingDateMemberecd:PeoMember2021-10-012022-09-300001674862ash:IncreaseForServiceCostAndIfApplicablePriorServiceCostForPensionPlansMemberecd:NonPeoNeoMember2022-10-012023-09-30iso4217:USD

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

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

ASHLAND INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required

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

(1)
Title of each class of securities to which transaction applies: N/A

 

(2)
Aggregate number of securities to which transaction applies: N/A

 

(3)
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

 

(4)
Proposed maximum aggregate value of transaction: N/A

 

(5)
Total fee paid: N/A

 

 

Payment of Filing Fee (Check all boxes that apply):

 

 

 

 

 

No fee required.

Fee paid previously with preliminary materials.

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

 

 

 


 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_0.jpg 

 

 

Ashland Inc.

8145 Blazer Drive

Wilmington, DE 19808

 

December 11, 2023

Dear Ashland Inc. Stockholder:

On behalf of your Board of Directors and management, we are pleased to invite you to the 2024 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Ashland Inc. (“Ashland”). The Annual Meeting will be held online via live webcast, on Tuesday, January 23, 2024, at 10:30 a.m. (EST) to provide a consistent and convenient experience to all stockholders. To participate in the Annual Meeting, you must register at www.proxydocs.com/ASH before 10:00 a.m. (EST) on Tuesday, January 23, 2024. After completion of your registration by the registration deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”) describes the business to be conducted at the Annual Meeting. Proxy cards are being solicited on behalf of the Board of Directors of Ashland (the “Board”). We have elected, where possible, to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet reduces the environmental impact of our Annual Meeting without limiting our stockholders’ access to important information about Ashland.

You are urged to read the Proxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit your vote.

Your vote is extremely important no matter how many shares you own. If you have any questions or require any assistance with voting your shares, please contact Ashland’s proxy solicitor:

 

Alliance Advisors, LLC

200 Broadacres Drive

3rd Floor

Bloomfield, NJ 07003

Toll-Free: 855-973-0095

Email: ASH@allianceadvisors.com

We appreciate your continued confidence in Ashland and look forward to your participation at the Annual Meeting.

 

Sincerely,

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_1.jpg 

 

Guillermo Novo

Chair & Chief Executive Officer

 

 

 


 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_2.jpg 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

Ashland Inc., a Delaware corporation (“Ashland” or "Company"), will hold its Virtual Annual Meeting of Stockholders (“Annual Meeting”) on Tuesday, January 23, 2024, at 10:30 a.m. (EST). The Annual Meeting will be held online via live webcast for the purposes listed below:

 

Where:

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

There is no physical location for the Annual Meeting

Items of Business:

(1)

To elect nine directors to hold office until the next annual meeting of stockholders and until each of their successors have been elected and qualified;

(2)

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for fiscal 2024;

(3)

To consider and vote upon a non-binding advisory resolution approving the compensation paid to the Company's named executive officers; 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 November 30, 2023 are entitled to vote at the Annual Meeting or any adjournment of that Annual Meeting.

 

You can vote in one of several ways:

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_3.jpg 

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

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_4.jpg 

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

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_5.jpg 

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

If you are a participant in the Ashland Employee Savings Plan (“Employee Savings Plan”), the Ashland Union Employee Savings Plan (“Union Plan”) or the International Specialty Products Inc. 401(k) Plan (the “ISP Plan”), your vote will constitute voting instructions to Fidelity Management Trust Company, who serves as trustee of the Plans (“Trustee”), for the shares held in your account.

If you are a participant in the Employee Savings Plan, the Union Plan or the ISP Plan, then our proxy tabulator, Mediant Communications or its agent, must receive all voting instructions, whether given by telephone, over the Internet or by mail, before 5:00 p.m. (EST) on Friday, January 19, 2024.

 

By Order of the Board of Directors,

ROBIN E. LAMPKIN

Senior Vice President, General Counsel and Secretary

Wilmington, Delaware

December 11, 2023

 


 

TABLE OF CONTENTS

 

Page

PROXY SUMMARY

(i)

CORPORATE GOVERNANCE

 

 

1

 

Board Leadership Structure

 

 

1

 

Board Committees

 

 

1

 

Board Effectiveness

 

 

3

 

Board’s Role of Risk Oversight

 

 

4

 

Director Independence and Certain Relationships

 

 

4

 

Related Person Transaction Policy

 

 

5

 

Communications with Directors

 

 

5

 

Stockholder Recommendations for Directors

 

 

6

 

Stockholder Nominations of Directors

 

 

6

 

Corporate Governance Guidelines

 

 

7

 

Global Code of Conduct

 

 

8

 

DIRECTOR COMPENSATION

 

 

9

 

2023 Annual Non-Employee Director Compensation Program

 

9

 

Stock Ownership Guidelines for Directors

 

 

9

 

2023 Director Compensation Table

 

 

10

 

DIRECTOR NOMINEES

 

 

11

 

DIRECTOR DIVERSITY AND TENURE

 

 

16

 

PROPOSAL ONE - ELECTION OF DIRECTORS

17

EXECUTIVE OFFICERS

 

 

18

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

20

 

Fiscal Year 2023 Performance Highlights

 

 

20

 

Fiscal Year 2023 Financial Results

 

 

21

 

Ashland’s Compensation Philosophy

 

 

21

 

Elements of Compensation and Link to Company Performance

 

 

23

 

Fiscal Year 2023 Compensation Structure Decisions

 

 

24

 

Fiscal Year 2023 Incentive Plan Designs and Performance-Related Payouts

 

 

25

 

Other Compensation Elements

 

 

30

 

Compensation Setting Process

 

 

31

 

Additional Compensation Information and Tax Matters

 

 

33

 

COMPENSATION COMMITTEE REPORT

 

 

34

 

2023 EXECUTIVE COMPENSATION TABLES

35

Summary Compensation Table

 

 

35

 

Grants of Plan-Based Awards

 

 

37

 

Outstanding Equity at Fiscal Year End

 

 

38

 

Option Exercises and Stock Vested

 

 

40

 

Non-Qualified Deferred Compensation

 

 

41

 

Potential Payments Upon Termination or Change in Control

 

 

42

 

CEO PAY RATIO

 

 

47

 

PAY FOR PERFORMANCE

 

 

49

 

PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

 

 

53

 

AUDIT COMMITTEE REPORT

54

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

55

ASHLAND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

 

 

56

 

ASHLAND COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

 

 

57

 

DELINQUENT SECTION 16(A) REPORTS

 

 

58

 

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

 

59

 

MISCELLANEOUS

64

Proxy Solicitation

64

Stockholder Proposals for the 2025 Annual Meeting

64

Other Matters

65

APPENDIX A

A-1

Use of Non-GAAP Financial Measures and Non-GAAP Reconciliations

A-1

Forward-Looking Statements

A-6

 

 


 

PROXY STATEMENT SUMMARY

This proxy summary does not contain all the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding Ashland's fiscal 2023 performance, please review the Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Annual Meeting Information

Date:

January 23, 2024

Time:

 

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:

November 30, 2023

Items to be Voted On

Stockholders are being asked to vote on the following proposals at the Annual Meeting:

 

Proposals

Board

Recommendation

Page

Reference

Proposal 1:

To elect nine directors to hold office until the next annual meeting of stockholders and until each of their successors have been elected and qualified.

FOR

all director nominees

17

Proposal 2:

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accountants for fiscal 2024.

 

FOR

 

Proposal 3:

To consider and vote upon a non-binding advisory resolution approving the compensation paid to the Company's named executive officers.

FOR

 

We will also consider and act upon such other business as may be properly brought before the Annual Meeting.

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_6.jpg 

/ efficacy usability allure integrity profitability(i)

 


 

CORPORATE GOVERNANCE

Board Leadership Structure

The Board's leadership structure consists of a combined role of Chair of the Board and Chief Executive Officer, and a Lead Independent Director. The Board believes that combining the positions of Chair and Chief Executive Officer provides clarity of leadership and is in the best interests of Ashland and its stockholders at this time. The Chair of the Board sets agendas for, and presides over, Board meetings and stockholder meetings. In addition, each Board committee is led by a chair, and similarly, the Board committee chairs set agendas for, and preside over, the meetings and executive sessions held by their respective committees.

The Lead Independent Director is an independent director appointed annually by the Governance and Nominating Committee (the “G&N Committee”) and approved by the Board. The appointment of a Lead Independent Director provides balance to the combined role of the Chair of the Board and Chief Executive Officer. The Board believes that the use of a Lead Independent Director provides appropriate independent oversight of management. Independent oversight has been further assured by having only one member of management on the Board. The non-employee directors regularly meet in executive session at Board meetings.

Guillermo Novo, currently holds the combined role of Chair of the Board and Chief Executive Officer. The role of Lead Independent Director is currently held by Dr. Jay Ihlenfeld; however, as Dr. Ihlenfeld is not standing for reelection at the Annual Meeting, a new Lead Independent Director will be appointed by the G&N Committee and approved by the Board after the Annual Meeting.

In addition to the duties of all Board members, the Lead Independent Director:

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.

Board Committees

The Board currently has four standing committees: Audit Committee; Compensation Committee; Environmental, Health, Safety & Quality Committee (“EHS&Q Committee”); and Governance & Nominating Committee. All Committees are currently composed entirely of independent directors. Listed below is the current membership of each of the four standing committees:

 

Audit Committee

Compensation Committee

Environmental, Health,

Safety and Quality Committee

Governance and

Nominating Committee

Brendan M. Cummins

Steven D. Bishop

Steven D. Bishop

Suzan F. Harrison

Wetteny Joseph

Brendan M. Cummins(1)

 

Jay V. Ihlenfeld

Jay V. Ihlenfeld

Susan L. Main(1)

Suzan F. Harrison

Wetteny Joseph

Susan L. Main

Jerome A. Peribere

Sergio Pedreiro

Janice J. Teal(1)

Jerome A. Peribere(1)

Sergio Pedreiro

Janice J. Teal

 

 

 

(1)
Chair

 

 

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability1

 


 

Following are descriptions of the primary responsibilities of each committee and the number of meetings held during fiscal 2023. Each committee’s charter is available on Ashland’s website (http://investor.ashland.com).

 

Audit Committee

Number of Meetings in Fiscal 2023: 8

Summary of Responsibilities

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.
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 2023: 5

Summary of Responsibilities

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.
Oversee progress on talent, pay equity, inclusion and diversity

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability2

 


 

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for fiscal 2023 were Steven D. Bishop, Brendan M. Cummins (Chair), Janice J. Teal, Steven D. Bishop, Suzan F. Harrison and Sergio Pedreiro. There were no impermissible interlocks or inside directors on the Compensation Committee.

 

 

 

Environmental, Health, Safety and Quality Committee

Number of Meetings in Fiscal 2023: 4

 

Summary of Responsibilities

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

 

Governance and Nominating Committee

Number of Meetings in Fiscal 2023: 5

Summary of Responsibilities

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.

Board Effectiveness

 

Meetings, Attendance and Executive Sessions

 

Directors are expected to attend all meetings of the Board and of the committees on which they serve. In addition, Ashland has a policy

and practice of strongly encouraging all directors to attend the Annual Meeting. During fiscal 2023, 8 meetings of the Board were held. Each incumbent director attended at least 75% of the total meetings of the Board and the Committees on which he or she served. Overall attendance at Board and Committee meetings was 98%. A majority of Ashland’s then current directors were present at the Annual Meeting held on January 24, 2023.The independent directors meet in executive session at each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. The Audit and Compensation Committees of the Board meet in executive session during every regular committee meeting. Other Board committees meet in executive session at the discretion of the committee members.

Director Orientation and Continuing Education

 

New directors are required to participate in an orientation program within a reasonable time after being elected to serve as a director. The

orientation program includes background materials and meetings with senior management on subjects that would assist them in discharging their duties as directors. All directors are encouraged to stay abreast of developing trends applicable to Ashland's business

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability3

 


 

and specific to service as a director. Directors may be expected to participate in continuing educational programs relating to Ashland’s business, corporate governance or other issues pertaining to their directorships in order to maintain the necessary level of expertise to perform their responsibilities as directors. Ashland also provides all directors with membership in the National Association of Corporate Directors.

 

Annual Board Performance Evaluations

 

The Board is committed to continuous improvement and uses annual self-evaluations to determine whether it and its committees are functioning effectively. The G&N Committee receives comments from all directors and reports to the Board with an annual assessment of the Board’s performance. The assessment focuses on the Board’s contribution to the Company and specifically focuses on areas in which the Board or management believes that the Board or any of its committees could improve.

 

Board’s Role of Risk Oversight

 

The Board has oversight responsibility with respect to Ashland’s risk management processes. This includes working with management to determine and assess the Company’s philosophy and strategy towards risk management and mitigation. Management is responsible for the day-to-day management of risk, and they report periodically to the Board and to specific committees on current and emerging risks and the Company’s approach to avoiding and mitigating risk exposure. The Board reviews in detail the Company’s most significant risks and whether management is responding consistently within the Company’s overall risk management and mitigation strategy.

 

While the Board maintains the ultimate oversight responsibility for risk management, each of the various committees of the Board has been assigned responsibility for risk management oversight of specific areas. In particular, the Audit Committee maintains responsibility for overseeing risks related to Ashland’s financial reporting, audit process, internal controls over financial reporting and disclosure controls and procedures and for the global ethics and compliance program. The Audit Committee has oversight responsibility related to Ashland’s key financial risks. Additionally, the Audit Committee has responsibility for reviewing and assisting the Board in its oversight of the Company’s capital allocation framework, including prioritization, significant decisions and risk considerations relating to the Company’s financial resources, capital structure and investments and uses of cash. In addition, the Audit Committee has primary responsibility for overseeing risks related to data protection and cybersecurity. The EHS&Q Committee assists the Board in fulfilling its oversight responsibility with respect to environmental, health, safety, product compliance and business continuity risks. In setting compensation, the Compensation Committee monitors and evaluates the compensation and benefits structure of the Company, including providing guidance on philosophy and policy matters and excessive risk-taking. Finally, the G&N Committee conducts an annual review of nominees to the Board and is charged with developing and recommending to the Board corporate governance principles and policies and Board Committee structure, leadership and membership.

Director Independence and Certain Relationships

The Board has adopted Director Independence Standards (“Standards”) to assist in its determination of director independence. To qualify as independent under these Standards, the Board must affirmatively determine that a director has no material relationship with Ashland, other than as a director.

Pursuant to the Standards, Ashland’s Board undertakes an annual review of director independence. During this review, the Board considers relationships and transactions between, on the one hand, each director or nominee, any member of his or her immediate family, and his or her affiliates, and on the other hand, Ashland and its subsidiaries and affiliates. As provided for in the Standards, the purpose of this review is to determine whether any such relationships or transactions are inconsistent with a determination that the director or nominee is independent.

 

As a result of the annual director independence review, Ashland's Board affirmatively determined that Messrs. Bishop, Chattopadhyay, Cummins, Joseph, Pedreiro, Peribere, and Dr. Ihlenfeld, and Mses. Harrison, Main and Dr. Teal are each independent of Ashland and its affiliates. Mr. Novo, Ashland’s Chief Executive Officer and Chair of the Board, is the only director determined not to be independent of Ashland. In addition, the Board has affirmatively determined that all members of the Audit Committee, Compensation Committee and G&N Committee are independent under SEC rules and the applicable listing standards of the NYSE.

 

In the normal course of business, Ashland has transactions with other corporations where certain Ashland directors serve as executive officers. The following relationship between Ashland and the director-affiliated entity is not material pursuant to the Standards, and the transaction is not a “Related Person Transaction,” as defined in the Related Person Transaction Policy:

 

Wetteny Joseph, a director of Ashland, currently serves as the Chief Financial Officer of Zoetis, Inc. (“Zoetis”). During fiscal 2023, Zoetis paid approximately $367,000 to Ashland for certain products and/or services.

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability4

 


 

There are no material proceedings to which any director, director nominee or executive officer of Ashland is a party adverse to Ashland or any of its subsidiaries or has a material interest adverse to Ashland or any of its subsidiaries.

 

There are no family relationships between any director of Ashland, executive officer of Ashland or person nominated or chosen to become a director or executive officer of Ashland.

Federal securities laws require Ashland to describe any transaction since the beginning of the last fiscal year, or any currently proposed transaction, in which (i) Ashland was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) in which any related person had or will have a direct or indirect material interest. Related persons are directors and executive officers, nominees for director and any immediate family members of directors, executive officers or nominees for director. There have been no transactions since October 1, 2022, nor are there any currently proposed transactions, in which (i) Ashland was or is to be a participant, (ii) the amount involved exceeded or will exceed $120,000 and (iii) any related person had or will have a direct or indirect material interest. Ashland is also required to describe its policies and procedures for the review, approval or ratification of any Related Person Transaction.

Pursuant to Ashland’s written Related Person Transaction Policy (“Policy”), the G&N Committee is responsible for reviewing the material facts of any transactions that could potentially be “transactions with related persons.” The Policy covers any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (2) Ashland is a participant, and (3) any related person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). Transactions between Ashland and any firm, corporation or entity in which a related person is an executive officer or general partner, or in which any related persons collectively hold more than 10% of the ownership interests, are also subject to review under the Policy.

Under the Policy, Ashland’s directors and executive officers are required to identify annually, and on an as-needed basis, potential transactions with related persons or their firms that meet the criteria set forth in the Policy, and management is required to forward all such disclosures to the G&N Committee. The G&N Committee reviews each disclosed transaction. The G&N Committee has discretion to approve, disapprove or otherwise act if a transaction is deemed to be a Related Person Transaction subject to the Policy. Only disinterested members of the G&N Committee may participate in the determinations made with regard to a particular transaction. If it is impractical to convene a meeting of the G&N Committee, the Chair of the G&N Committee is authorized to make a determination and promptly report such determination in writing to the other G&N Committee members. All determinations made under the Policy are required to be reported to the full Board.

Under the Policy and consistent with SEC regulations, certain transactions are not Related Person Transactions, even if such transactions exceed $120,000 in a fiscal year. Those exceptions are:

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.

Communication with Directors

The Board has established a process by which stockholders and other interested parties may communicate with the Board. Persons interested in communicating with the Board, or with a specific member or Committee of the Board, may do so by writing to the Lead Independent Director in care of the General Counsel of Ashland, 8145 Blazer Drive, Wilmington, DE 19808. Communications directed to the Lead Independent Director will be reviewed by the General Counsel and distributed to the Lead Independent Director as well as to other individual directors, as appropriate, depending on the subject matter and facts and circumstances outlined in the correspondence.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability5

 


 

Communications that are not related to the duties and responsibilities of the Board, or are otherwise inappropriate, will not be forwarded to the Lead Independent Director, although all communications directed to the Board will be available to any director upon request.

Stockholder Recommendations for Directors

The G&N Committee considers director candidates recommended by other directors, employees and stockholders, and is authorized, at its discretion, to engage a professional search firm to identify and suggest director candidates. Written suggestions for director candidates should be sent via registered, certified or express mail to the Secretary of Ashland at 8145 Blazer Drive, Wilmington, DE 19808. Such suggestions should be received no later than September 1, 2024, to be considered by the G&N Committee for inclusion as a director nominee for the 2025 Annual Meeting. Suggestions for director candidates should include all information required by Ashland’s By-laws and any other relevant information, as to the proposed candidate. The G&N Committee selects each director nominee based on the nominee’s skills, achievements and experience. The G&N Committee will review all director candidates in accordance with its charter and Ashland’s Corporate Governance Guidelines, and it will identify qualified individuals consistent with criteria approved by the Board. The G&N Committee shall select individuals as director nominees who exhibit the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective in serving the interests of Ashland’s stockholders. Additionally, the G&N Committee shall seek director candidates who exhibit the following personal and professional qualifications: (1) significant experience in the chemical industry; (2) product or process innovation experience; (3) international business expertise; (4) diverse experience in policy-making in business, government, education and/or technology, or in areas that are relevant to Ashland’s global business and strategy; (5) an inquisitive and objective nature, practical wisdom and mature judgment; and (6) the ability to work with Ashland’s existing directors and management. Individuals recommended by stockholders in accordance with these procedures will be evaluated by the G&N Committee in the same manner as individuals who are recommended through other means.

Stockholder Nominations of Directors

Director Nominations for Inclusion in Proxy Statement (Proxy Access)

Ashland’s By-Laws permit a stockholder, or a group of up to 20 stockholders, that has owned at least 3% of Ashland’s common stock for at least the past three years to nominate and include in the annual meeting proxy materials directors constituting the greater of (a) two individuals, and (b) 20% of the Board (a “Stockholder Nominee”). Stockholders interested in nominating a Stockholder Nominee must submit the information required by Section 3.16 of Ashland’s By-Laws on a timely basis. Notice of a Stockholder Nominee for the 2025 Annual Meeting must be received by the Secretary of Ashland not earlier than the close of business on September 25, 2024, or later than October 25, 2024. Any such notice must meet the requirements set forth in our By-Laws.

Ashland’s By-Laws provide that any such nomination must be received by the Secretary of Ashland not earlier than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting, or not later than 90 days prior to the first anniversary of the date of the immediately preceding annual meeting. However, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the Nominating Shareholder to be timely must be so delivered or received not earlier than 120 days prior to such annual meeting and not later than the close of business on the 90th day prior to such annual meeting, and the 10th day following the day on which public announcement of the date of such meeting is first made.

Other Director Nominations

Ashland’s By-Laws also require advance notice for director nominations that are not submitted for inclusion in the proxy statement. In order for a stockholder to nominate a director at an annual meeting who is not otherwise nominated by the G&N Committee, Ashland’s By-laws require that the stockholder must give written notice (as specified below) to the Secretary of Ashland not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. Public disclosure may include a press release or be in a public filing with the SEC. The notice must contain the following information:

as to each stockholder proposing a nominee and any Stockholder Associated Person (as defined below),
i.
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;
ii.
the date such shares of stock were acquired;
iii.
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;
iv.
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

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability6

 


 

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”);
v.
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;
vi.
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;
vii.
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
viii.
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”);

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.

 

The chair of any meeting of stockholders to elect directors and Ashland’s Board may refuse to acknowledge any nomination that is not made in compliance with the procedure described above or if the stockholder fails to comply with the representations set forth in the notice.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines in furtherance of its continuing efforts to enhance its corporate governance. 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 in the Standards, which incorporate the independence requirements of the SEC rules and the listing standards of the NYSE. A copy of our current Corporate Governance Guidelines is published on Ashland’s website (http://investor.ashland.com) and are also available in print at no cost to any stockholder who requests them.

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability7

 


 

Global Code of Conduct

 

Ashland 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. A copy of our current Global Code of Conduct is published on Ashland’s website (http://investor.ashland.com) and are also available in print at no cost to any stockholder who requests them.

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability8

 


 

DIRECTOR COMPENSATION

Ashland’s non-employee director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our stockholders. The G&N Committee reviews the director compensation program on an annual basis and recommends proposed changes for approval by the Board. As part of this review, the G&N Committee considers the significant amount of time expended, and the skill level required, by each non-employee director in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees and the market compensation practices and levels of our peer companies.

2023 Annual Non-Employee Director Compensation Program

Annual Cash Retainer

The following table sets forth the annual cash retainers for the Board and the additional cash retainers paid to the Lead Independent Director and committee chairs under the 2023 non-employee director compensation program:

 

Committee Role

 

Annually

 

Director Retainer

 

$

100,000

 

Lead Independent Director

 

$

35,000

 

Audit Committee Chair

 

$

20,000

 

All Other Committee Chairs

 

$

15,000

 

 

Non-employee directors who make an election to defer part or all of any annual cash retainer may have the deferred amounts held as common stock units (share equivalents) in a hypothetical Ashland Common Stock Fund or invested under the other available investment options under the Directors’ Deferral Plan. The payout of the amounts deferred occurs upon termination of service by the director. Directors may elect to receive the payout in a single lump sum or in installments not to exceed 15 years. Upon a “change in control” of Ashland (as defined in the Directors’ Deferral Plan), deferred amounts in the directors’ deferral accounts will be distributed pursuant to each director’s election and valued at the time of the distribution.

 

Restricted Stock Units

Under the 2023 non-employee director compensation program, directors receive an annual grant of restricted stock units which may be voluntarily deferred in the Directors’ Deferral Plan with a grant date value of $150,000 (pro-rated as applicable for less than a full year of service). The restricted stock units vest one year after date of grant.

Dividends on restricted stock units are reinvested in additional restricted stock units. Upon a “change in control” of Ashland, the restricted stock units immediately vest. Effective as of November 13, 2022, pursuant to an amendment to the Directors’ Deferral Plan, directors can elect to defer their shares into the Director Share Deferral Plan. All restricted stock units will be paid in stock after the director terminates from service. In addition, following such amendment, restricted stock units will be granted under the stockholder approved Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan, or applicable successor plan, rather than the Directors’ Deferral Plan.

Mr. Cummins, as a non-U.S. resident, is not eligible to participate in the Directors’ Deferral Plan. Therefore, he received an annual award of restricted stock units directly, which may not be sold, assigned, transferred or otherwise encumbered until the earliest to occur of: (i) retirement from the Board of Directors, (ii) death or disability, (iii) a 50% change in the beneficial ownership of Ashland or (iv) voluntary early retirement to enter governmental service. His annual award will continue to be granted directly (and not through deferral).

Stock Ownership Guidelines for Directors

The Board of Directors considers Ashland Common Stock ownership by directors to be of utmost importance. The Board believes that such ownership enhances the commitment of directors to Ashland’s future and aligns their interests with those of Ashland’s other stockholders. The Board has therefore established minimum stock ownership guidelines for non-employee directors which require each director to own Ashland Common Stock having a value of at least five times his or her base annual cash retainer of $100,000. Each newly elected director has five years from the year elected to reach this ownership level.

As of September 30, 2023, each of Ashland’s current non-employee directors who are currently required to meet the minimum stock ownership guidelines had attained the minimum stock ownership levels. Mr. Joseph joined the Board in January 2021 and will not be required to meet the minimum stock ownership guidelines until January 2026. Mr. Bishop and Ms. Harrison, who each joined the Board in July 2022, will not be required to meet the minimum stock ownership guidelines until July 2027. Mr. Pedreiro, who joined the Board in

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability9

 


 

July 2023, will not be required to meet the minimum stock ownership guidelines until July 2028. Mr. Chattopadhyay, who joined the Board in November 2023, will not be required to meet the minimum stock ownership guidelines until November 2028.

2023 Director Compensation Table

The following table provides the compensation paid to Ashland’s non-employee directors for fiscal 2023, other than Mr. Chattopadhyay who joined the Board in November 2023:

 

Name

 

Fees Earned or
Paid in Cash

($)(1)

 

 

Stock
Awards

($)(2)

 

 

All Other
Compensation
($)

 

 

Total
($)

 

Steven D. Bishop

 

 

100,000

 

 

 

149,945

 

 

 

-

 

 

 

249,945

 

William Dempsey(3)

 

 

35,417

 

 

 

-

 

 

 

-

 

 

 

35,417

 

Brendan M. Cummins

 

 

115,000

 

 

 

149,945

 

 

 

-

 

 

 

264,945

 

Suzan F. Harrison

 

 

100,000

 

 

 

149,945

 

 

 

-

 

 

 

249,945

 

Jay V. Ihlenfeld

 

 

135,000

 

 

 

149,945

 

 

 

-

 

 

 

284,945

 

Wetteny Joseph

 

 

100,000

 

 

 

149,945

 

 

 

-

 

 

 

249,945

 

Susan L. Main

 

 

120,000

 

 

 

149,945

 

 

 

-

 

 

 

269,945

 

Sergio Pedreiro(4)

 

 

25,000

 

 

 

74,999

 

 

 

-

 

 

 

99,999

 

Jerome A. Peribere

 

 

111,250

 

 

 

149,945

 

 

 

-

 

 

 

261,195

 

Ricky Sandler(3)

 

 

31,667

 

 

 

-

 

 

 

-

 

 

 

31,667

 

Janice J. Teal

 

 

115,000

 

 

 

149,945

 

 

 

-

 

 

 

264,945

 

 

(1)
For fiscal 2023 Mr. Joseph, Dr. Teal, Ms. Harrison and Mr. Bishop each elected to defer all of their fees into the Directors’ Deferral Plan.
(2)
The values represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2023 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 down to the nearest whole share. Other than Mr. Pedreiro, each continuing non-employee director received a grant of 1,365 restricted stock units of Ashland Common Stock in the Directors’ Stock Plan on January 24, 2023. The grant date fair value per share of each restricted stock unit was $109.85 per share of Ashland Common Stock.

 

Mr. Pedreiro received a pro-rated grant of 859 restricted stock units rounded down to the nearest whole share of Ashland Common Stock in

the Directors’ Stock Plan on July 1, 2023. The grant date fair value per share of each restricted stock unit was $87.31 per share of Ashland

Common Stock.

(3)
Messrs. Dempsey and Sandler did not stand for reelection at the Annual Meeting on January 24, 2023.
(4)
Mr. Pedreiro received a prorated fee based on his date of appointment (July 1, 2023)

The following table identifies the aggregate number of unvested stock awards for each non-employee director outstanding as of September 30, 2023, other than Mr. Chattopadhyay who joined the Board in November 2023.

 

Name

 

Shares of
Restricted Ashland
Common Stock
(#)

 

 

Unvested
Restricted Stock
Units of Ashland
Common Stock
(#)
(1)

 

Steven D. Bishop

 

 

1,922

 

 

 

1,365

 

Brendan M. Cummins

 

 

-

 

 

 

24,593

 

Suzan F. Harrison

 

 

1,922

 

 

 

1,365

 

Jay V. Ihlenfeld

 

 

13,062

 

 

 

1,365

 

Susan L. Main

 

 

11,312

 

 

 

1,365

 

Wetteny Joseph

 

 

3,919

 

 

 

1,365

 

Sergio Pedreiro

 

 

863

 

 

 

863

 

Jerome A. Peribere

 

 

10,415

 

 

 

1,365

 

Janice J. Teal

 

 

22,831

 

 

 

1,365

 

 

(1)
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 above.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability10

 


 

DIRECTOR NOMINEES

 

Set forth below are the biographies of our director nominees up for election at the Annual Meeting:

 

STEVEN D. BISHOP

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_8.jpg

Principal Occupation:

Former Chief Executive

Officer, Procter & Gamble

Consumer Health Care

Director Since: 2022

Age: 59

Independent: Yes

Professional Experience:

Mr. Bishop previously served as the Chief Executive Officer of Procter & Gamble Consumer Health Care from 2019 until his retirement in February 2022. Mr. Bishop also served as Group President from 2015 to 2018.

 

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.

 

Ashland Board Committees:

Compensation Committee
Environmental, Health, Safety and Quality Committee

 

 

 

SANAT CHATTOPADHYAY

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_9.jpg 

Principal Occupation:
Executive Vice President

of Merck & Co.

 

Director Since: 2023

Age: 64

Independent: Yes

 

Professional Experience:

Mr. Chattopadhyay currently serves as the Executive Vice President of Merck & Co. (NYSE: MRK), a global biopharmaceutical company and President of its manufacturing division, a position he has held since 2016, and previously served as the Senior Vice President of Operations from 2009 to 2016. Prior to his positions at Merck, Mr. Chattopadhyay served in various senior executive roles at Wyeth Pharmaceuticals.

 

Education:

Mr. Chattopadhyay holds a postgraduate degree in Industrial Engineering from the National Institute of Industrial Engineering and a Bachelor of Science in Chemical Engineering from Jadavpur University, Kolkata, India.

 

Other Company Boards:

Mr. Chattopadhyay has served on the board of MSD Wellcome Trust Hilleman Laboratories since 2011 and currently serves as Chairman of the board, a position he has held since 2022. He is also a member of the Remuneration & Compensation Committee. Mr. Chattopadhyay has served as a director of U.S.- India Strategic Partnership Forum since 2019 and has been a member of the USA India Chamber of Commerce since 2016.

 

Director Qualifications:

Mr. Chattopadhyay brings over forty years of significant experience as a leading key executive of large complex global businesses in Pharmaceuticals. Mr. Chattopadhyay has extensive experience & knowledge in global supply chain management, strategy & organization development, innovation, marketing and brand management, talent acquisition, P&L management, M&A, R&D and regulatory matters.

 

Ashland Board Committees:

Governance and Nominating Committee
Environmental, Health, Safety and Quality Committee

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability11

 


 

SUZAN F. HARRISON

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_10.jpg

Principal Occupation:

Former President of

Colgate-Palmolive Global

Oral Care

Director Since: 2022

Age: 66

Independent: Yes

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.

 

Other 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 audit committee. She joined the Westrock Company board in January of 2020 and serves on the audit and nominating & corporate governance committees.

 

Non-Profit Boards:

Ms. Harrison 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.

 

Ashland Board Committees:

Compensation Committee
Governance and Nominating Committee

 

 

 

WETTENY JOSEPH

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_11.jpg 

Principal Occupation:

Executive Vice President and

Chief Financial Officer of

Zoetis, Inc.

Director Since: 2021

Age: 51

Independent: Yes

 

Professional Experience:

Mr. Joseph has served as the Executive Vice President and Chief Financial Officer of Zoetis, Inc., 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.

The Board has affirmatively determined that Mr. Joseph meets the qualifications of an “audit committee financial expert” under the applicable SEC rules and regulations.

 

Ashland Board Committees:

Audit Committee
Environmental, Health, Safety and Quality Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability12

 


 

SUSAN L. MAIN

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_12.jpg

Principal Occupation:

Former Senior Vice President and

Chief Financial Officer of

Teledyne Technologies

Incorporated

 

Director Since: 2017

Age: 65

Independent: Yes

Professional Experience:

Ms. Main served as the Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated, a leading provider of advanced technology and high reliability products for the aerospace and defense, factory automation, air and water quality environmental monitoring, electronics design and development, oceanographic research, deepwater oil and gas exploration and production, medical imaging and pharmaceutical research markets, from 2012 to 2023. 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, with an emphasis in Accounting, from California State University, Fullerton.

Other Company Boards:

Ms. Main joined the board of directors of Allegion PLC in September 2023 and currently serves as a member of the Audit and Finance, Compensation and Human Capital, and Corporate Governance and Nominating Committees. Ms. Main previously served as a director of Garrett Motion Inc. from October 2018 to April 2021.

Director Qualifications:

As the former 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.

The Board has affirmatively determined that Ms. Main meets the qualifications of an “audit committee financial expert” under the applicable SEC rules and regulations.

Ashland Board Committees:

Audit Committee (Chair)
Governance and Nominating Committee

 

 

 

GUILLERMO NOVO

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_13.jpg 

Principal Occupation:

Chair of the Board and Chief

Executive Officer of Ashland

Inc.

Director Since: 2019

Age: 61

Independent: No

 

Professional Experience:

Mr. Novo recently served as the President and Chief Executive Officer 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 Masters of Business Administration degree from the University of Michigan.

Other Company Boards:

Mr. Novo joined the board of directors of PPG Industries, Inc. in February 2021 and currently serves on the Audit and Compensation Committees. Mr. Novo has served as a director of Ashland’s Board since May 22, 2019, serving on the Audit Committee until October 8, 2019 and 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

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability13

 


 

SERGIO PEDREIRO

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_14.jpg 

Principal Occupation:

Former Chief Operating Officer, Revlon, former Chief Financial Officer, Coty, and Former CEO of Estre Ambiental S.A.

Director Since: 2023

Age: 58

Independent: Yes

 

Professional Experience:

Mr. Pedreiro served as the Chief Operating Officer of Revlon from January 2020 to November 2020. Prior to that, Mr. Pedreiro served as the Chief Executive Officer of Estre Ambiental S.A. from 2015 to 2019. Mr. Pedreiro also served as the Chief Financial Officer of Coty Former from 2009 to 2014.

Education:

Mr. Pedreiro received his Bachelor of Science. in Aeronautical Engineering from Instituto Tecnológico de Aeronáutica (ITA) in Brazil, and also holds an M.B.A. degree from Stanford University.

Other Company Boards:

Mr. Pedreiro has served on the board of directors of Eve Air Mobility (NYSE: EVEX) a subsidiary of Embraer focused on advancing urban air mobility based on electric vertical-take-off-and landing vehicles (eVTOLs), since May 2022, and has also served on the board of directors of Grupo Algar, a Brazilian regional telecom incumbent, since April 2021. Mr. Pedreiro serves as Chair of the Audit Committee for both companies. Mr. Pedreiro previously served on the board of directors of Estre Ambiental S.A. from January 2012 to March 2021.

Director Qualifications:

Mr. Pedreiro has more than 20 years of experience in executive positions in international finance and business administration including as the former Chief Operation Officer of Revlon, the former Chief Financial Officer of Coty, and the former Chief Financial Officer of ALL – America Latina Logistica.

 

The Board has affirmatively determined that Mr. Pedreiro meets the qualifications of an “audit committee financial expert” under the applicable SEC rules and regulations.

 

Ashland Board Committees:

Audit Committee
Compensation Committee

 

 

 

JEROME A. PERIBERE

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_15.jpg 

Principal Occupation:

Former President and Chief

Executive Officer of

Sealed Air Corporation

Director Since: 2018

Age: 69

Independent: Yes

 

Professional Experience:

Mr. Peribere served as the President and Chief Executive Officer of Sealed Air Corporation from March 2013 until his retirement in December 2017. Prior to that, Mr. Peribere served as the President and Chief Operating Officer of Sealed Air. Prior to joining Sealed Air, Mr. Peribere worked at The Dow Chemical Company from 1977 to 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.

Other Company Boards:

Mr. Peribere is a director of Xylem Inc. where he chairs the Nominating and Governance 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.

The Board has affirmatively determined that Mr. Peribere meets the qualifications of an “audit committee financial expert” under the applicable SEC rules and regulations.

Ashland Board Committees:

Governance and Nominating Committee (Chair)
Audit Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability14

 


 

JANICE J. TEAL

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_16.jpg 

Principal Occupation:

Former Group Vice

President and Chief

Scientific Officer for

Avon Products Inc.

Director Since: 2012

Age: 71

Independent: Yes

 

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.

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.

 

Ashland Board Committees:

Environmental, Health, Safety and Quality Committee (Chair)
Compensation Committee

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability15

 


 

DIRECTOR DIVERSITY AND TENURE

The following matrix provides the diversity and years of tenure of the members of our director nominees.

 

 

Bishop

Chattopadhyay

Harrison

Joseph

Main

Novo

Pedreiro

Peribere

Teal

RACE/ETHNICITY

Black

 

 

 

 

 

 

 

 

Asian/Pacific Islander

 

 

 

 

 

 

 

 

White/Caucasian

 

 

 

 

Hispanic/Latino

 

 

 

 

 

 

 

Native American

 

 

 

 

 

 

 

 

 

GENDER

Male

 

 

 

Female

 

 

 

 

 

 

TENURE

 

1

1

2

6

4

5

11

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability16

 


 

PROPOSAL ONE

ELECTION OF DIRECTORS

Overview

Stockholders are being asked to elect nine directors. The nine individuals nominated by the Board for election as directors at the 2024 Annual Meeting are Steven D. Bishop, Sanat Chattopadhyay, Suzan F. Harrison, Wetteny Joseph, Susan L. Main, Guillermo Novo, Sergio Pedreiro, Jerome A. Peribere and Janice J. Teal. Each of the director nominees satisfies the independence criteria set forth in the corporate governance standards of the New York Stock Exchange, other than Mr. Novo, Ashland’s Chairman and Chief Executive Officer.

Required Vote

As provided under Article V of Ashland’s Certificate of Incorporation, the affirmative vote of a majority of votes cast with respect to each director nominee will be 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. Abstentions and broker non-votes will not be counted as votes cast either for or against the nominees and will have no effect on the election of nominees.

Pursuant to Ashland’s Certificate of Incorporation, any nominee who is serving as a director at the time of an uncontested election who fails to receive a greater number of votes “for” his or her election than votes “against” his or her election shall submit an offer to resign from the Board no later than two weeks after the certification of the stockholder vote. Pursuant to the Board of Directors’ resignation policy in Ashland’s Corporate Governance Guidelines (published on Ashland’s website (http://investor.ashland.com)), the Board will decide, through a process managed by the G&N Committee, whether to accept the resignation within 90 days following the date of the stockholder meeting. The Company will then promptly disclose the Board’s decision and reasons therefor. As a condition to his or her nomination, each person nominated by the G&N Committee must agree in advance to abide by the policy. All nine of your Board’s director nominees have agreed to abide by the policy.

If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., FOR the nine nominees proposed by your Board and named in this Proxy Statement. Should any of your Board’s nominees be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies named on your proxy card may vote for a replacement nominee recommended by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

 

The Board of Directors unanimously recommends a vote FOR the election of all director nominees.

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability17

 


 

EXECUTIVE OFFICERS

 

The following narratives summarize the business experience over at least the last five years of Ashland's current executive officers,

other than Mr. Novo. whose business experience is described above in the “Director Nominees” section on page 11.

 

Eric N. Boni, Vice President, Finance and Principal Accounting Officer, Age: 54

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_17.jpg 

Mr. Boni has served as Vice President, Finance and Principal Accounting Officer of Ashland since January 2020.

Previously, Mr. Boni served as Vice President, Finance from January 2019 to January 2020 and Vice President, Finance and Treasurer from September 2016 to January 2019.

 

Mr. Boni received a bachelor’s degree in finance from Miami (Ohio) University and an MBA in finance and decision and information systems from Indiana University.

 

 

Karl Bostaph, Senior Vice President Operations, Age: 58

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_18.jpg 

 

Mr. Bostaph has served as Senior Vice President Operations since August 2023. Previously, Mr. Bostaph served as Vice President Manufacturing & Engineering from November 2018 to July 2023.

 

Mr. Bostaph is a graduate of the University of Pittsburgh with degrees in Chemistry and Chemical Engineering.

 

Min Chong, Senior Vice President and General Manager, Personal Care and Specialty Additives, Age: 52

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_19.jpg 

 

Mr. Chong has served as Senior Vice President and General Manager, Personal Care and Specialty Additives, since August 2023. Previously, Mr. Chong served as Senior Vice President and General Manager, Specialty Additives and Intermediates from January 2020 to August 2023. Prior to that, Mr. Chong served as Senior Vice President and General Manager, Crosslinkers at Evonik Industries AG/ADR from January 2017 to December 2019.

 

Mr. Chong holds a bachelor’s degree in chemical engineering from Carnegie Mellon Pittsburgh and an MBA at Lehigh University.

 

Eileen Drury, Senior Vice President and Chief Human Resources Officer, Age: 55

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_20.jpg 

 

Ms. Drury has served as Senior Vice President and Chief Human Resources Officer of Ashland since November 2021. Previously, Ms. Drury held multiple leadership roles at Ashland, including Vice President Human Resources from August 2020 to November 2021 and Director, Human Resources from April 2019 to August 2020. Ms. Drury also served as an HR Business Partner for various groups within Ashland from 2011 to 2019.

 

Mr. Drury holds a Master of Arts in Business Administration and Management and a Bachelor of Arts from Fairleigh Dickinson University.

 

Ashok Kalyana, Senior Vice President and General Manager, Life Sciences and Intermediates, Age: 51

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_21.jpg 

 

Mr. Kalyana has served as Senior Vice President and General Manager, Life Sciences and Intermediates since August 2023. Previously, Mr. Kalyana served as Senior Vice President and General Manager, Life Sciences from January 2020 to August 2023. Prior to that, Mr. Kalyana served as Vice President Business Development and Commercial, APAC at Tate & Lyle Asia Pacific PTE LTD from August 2019 to January 2020. Mr. Kalyana also served as APAC Business Director, Coatings from November 2015 to July 2019 and Global Marketing Director, Coatings from January 2014 to November 2015 at Dow Chemical Co.

 

Mr. Kalyana graduated from Osmania University in Hyderabad, India as a Chemical Engineer. He later obtained his Master of Science in Chemical Engineering from Florida State University and an MBA from University of Virginia’s Darden School of Business.

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability18

 


 

Robin E. Lampkin, Senior Vice President, General Counsel and Secretary, Age: 60

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_22.jpg 

 

Ms. Lampkin has served as Senior Vice President, General Counsel and Secretary of Ashland since August 2023. Previously, Ms. Lampkin served as Vice President, Associate General Counsel, Chief Compliance Officer from January 2021 to August 2023. Ms. Lampkin joined Ashland in 1991 and has held various roles throughout her 32-year tenure including tort litigation and global environmental regulatory and remediation.

 

Ms. Lampkin holds a Bachelor of Arts in Criminology and a Juris Doctorate from Ohio State University.

 

 

James Minicucci, Senior Vice President Strategy, Mergers and Acquisitions, and Portfolio Management, Age: 41

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_23.jpg 

Mr. Minicucci has served as Senior Vice President Strategy, Mergers and Acquisitions, and Portfolio Management of Ashland since May 2023. Previously, Mr. Minicucci served as the Senior Vice President and Global Head Specialty Gases at MERCK KGaA, Darmstadt, Germany from October 2019 to May 2023. Prior to that he served as Vice President and General Manager of Process Materials, Asia at Versum Materials from October 2016 to October 2019.

 

Mr. Minicucci holds a Bachelor of Science and a Master of Science degree in Chemical Engineering from Northeastern University.

 

Dr. Osama M. Musa, Senior Vice President and Chief Technology Officer, Age: 55

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_24.jpg 

 

Dr. Musa has served as Senior Vice President of Ashland since 2018 and Chief Technology Officer since 2016.

 

Dr. Musa earned a Ph.D. in organic chemistry from Wayne State University, where he also completed a post-doctoral fellowship. In addition, he received an M.S. in macromolecular chemistry from the University of Detroit Mercy, an M.S. degree in heterocyclic organic chemistry from the University of Jordan, and a B.S. in chemistry from Yarmouk University in Jordan.

J. Kevin Willis, Senior Vice President and Chief Financial Officer, Age: 58

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_25.jpg 

 

Mr. Willis has served as Senior Vice President and Chief Financial Officer of Ashland since May 2013.

 

Mr. Willis earned a bachelor’s degree in accounting from Eastern Kentucky University and an MBA from the Kellogg School of Management at Northwestern University.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability19

 


 

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs and the compensation decisions made by the Compensation Committee under those programs. This CD&A focuses on the compensation of our named executive officers (“NEOs”) for fiscal 2023, who were:

 

Name

 

Title

Guillermo Novo

Chair and Chief Executive Officer (“CEO”)

J. Kevin Willis

Senior Vice President and Chief Financial Officer (“CFO”)

Osama M. Musa

Senior Vice President and Chief Technology Officer

Min S. Chong

Senior Vice President and GM, Personal Care and Specialty Additives

Ashok Kalyana

 

Senior Vice President and GM Life Sciences and Intermediates

Xiao Lan Wang(1)

Former, Senior Vice President and GM Personal Care

 

(1) In connection with a corporate reorganization, Ms. Wang was separated from the Company on August 25, 2023.

 

Fiscal Year 2023 Performance Highlights

In fiscal 2023, Ashland continued to experience a difficult operating environment. Markets did not recover to the levels initially anticipated at the beginning of the year and our full-year results reflected the widely discussed short-to-medium-term industry and macroeconomic challenges (including economic volatility, political instability and more) faced by Ashland’s commercial segments particularly within the industrial sector, which led to customer destocking, a decline in volume and sales, increased costs, and a decrease in EBITDA. Despite these challenges, the Ashland team successfully maintained prices and managed through market fluctuations, economic volatility, political instability and proactively took actions to manage production and reduce inventory levels, and drive stronger free cash flow generation versus the prior fiscal year.

As a result, Ashland did not achieve its desired performance outcomes for the fiscal year 2023 annual incentive plan or for long-term performance grants with performance periods ending in 2023, with significantly reduced incentives earned under these programs. These outcomes reflect our Compensation Committee’s commitment to designing an executive compensation program that aligns NEO compensation with Company performance and results for our stockholders.


Key strategic developments and accomplishments during fiscal 2023 include:

Introduction of five new technology platforms to enhance organic growth opportunities.
Submission of targets to the SBTi (Science Based Targets Initiative) to align Ashland’s operations with the Paris Climate Accord to limit global temperature rise to 1.5°C above preindustrial levels. Targets will include a reduction in Ashland’s scope 1, 2, and 3 greenhouse gas emissions.
Improved total preventable recordable rate for safety to 0.39 incidents per 100 full time workers during the year.
Repurchased a total of $300 million of Ashland stock (3.1 million shares) under the 2022 Stock Repurchase Program. On June 28, 2023, Ashland's board of directors authorized a new evergreen $1 billion common share repurchase program (the “2023 Stock Repurchase Program”). The new authorization terminates and replaces the company's 2022 stock repurchase program. As of September 30, 2023, $1 billion remained available for repurchase under the 2023 Stock Repurchase Program.
Increased quarterly dividend by 15% in May and implemented a new dividend policy targeting an annual dividend payout ratio of approximately 30 percent of adjusted income from continuing operations.
Maintained year-end net debt leverage of 2.0x with no long-term debt maturities for three years.

Key financial results for fiscal 2023 include:

Operating income of $172 million in 2023 compared to $333 million in 2022.
Income from continuing operations of $168 million in 2023 compared to $181 million in 2022.
Net income of $178 million in 2023 compared to $927 million in 2022. Fiscal 2022 includes a $726 million gain associated with the sale of the Performance Adhesives business.
Adjusted EBITDA of $459 million in 2023 compared to $590 million in 2022.

 

EBITDA and Adjusted EBITDA are non-GAAP financial measures and are reconciled to net income/loss in Appendix A.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability20

 


 

Fiscal Year 2023 Financial Results

 

(In millions) $

 

2023

 

 

2022

 

 

2021

 

Sales

 

 

 

 

 

 

 

 

 

Life Science

 

$

869

 

 

$

815

 

 

$

737

 

Personal Care

 

 

598

 

 

 

678

 

 

 

592

 

Specialty Additives

 

 

600

 

 

 

719

 

 

 

655

 

Intermediates

 

 

185

 

 

 

256

 

 

 

178

 

Intersegment sales

 

 

(61

)

 

 

(77

)

 

 

(51

)

 

 

$

2,191

 

 

$

2,391

 

 

$

2,111

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

Life Sciences

 

$

172

 

 

$

155

 

 

$

130

 

Personal Care

 

 

52

 

 

 

102

 

 

 

73

 

Specialty Additives

 

 

10

 

 

 

103

 

 

 

61

 

Intermediates

 

 

50

 

 

 

87

 

 

 

35

 

Unallocated and other

 

 

(112

)

 

 

(114

)

 

 

(107

)

 

 

$

172

 

 

$

333

 

 

$

192

 

EBITDA(1)

 

 

 

 

 

 

 

 

 

Life Sciences

 

$

241

 

 

$

218

 

 

$

194

 

Personal Care

 

 

137

 

 

 

186

 

 

 

154

 

Specialty Additives

 

 

86

 

 

 

184

 

 

 

146

 

Intermediates

 

 

63

 

 

 

100

 

 

 

48

 

Unallocated and other

 

 

(112

)

 

 

(114

)

 

 

(106

)

 

 

$

415

 

 

$

574

 

 

$

436

 

Adjusted EBITDA(1)

 

 

 

 

 

 

 

 

 

Life Sciences

 

$

247

 

 

$

218

 

 

$

195

 

Personal Care

 

 

137

 

 

 

186

 

 

 

161

 

Specialty Additives

 

 

94

 

 

 

185

 

 

 

158

 

Intermediates

 

 

63

 

 

 

100

 

 

 

48

 

Unallocated and other

 

 

(82

)

 

 

(99

)

 

 

(67

)

 

 

$

459

 

 

$

590

 

 

$

495

 

 

(1)
EBITDA and Adjusted EBITDA are non-GAAP financial measures and are reconciled to net income for Ashland and operating income for each business unit in Appendix A.

Ashland's Compensation Philosophy

Our executive compensation program is designed to create a pay-for-performance culture by aligning compensation to the achievement of our financial and strategic objectives and our stockholders’ interests. We strive to provide our NEOs with a compensation package that is aligned with our Compensation Peer Group (as defined below), with the expectation, based on a comparison to executives in the Compensation Peer Group and a review of other competitive market information, that above-target performance will result in above-median pay and below-target performance will result in below-median pay. The Compensation Committee annually reviews the base salaries and the annual and long-term target incentive opportunities of our NEOs to determine whether these programs competitively reward our NEOs for their services.

The primary objectives of our executive compensation program and the guiding principles for setting and awarding executive compensation are to:

 

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.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability21

 


 

 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.

 

Compensation Governance Practices

Our Compensation Committee intends to compensate our NEOs consistent with the objectives and design principles previously outlined. We have adopted the following compensation practices, which are intended to promote strong corporate governance and alignment with stockholder interests:

 

Independence of Committee Members

 

The Compensation Committee members satisfy both the NYSE’s general independence standards for directors as well as its heightened standards for service on a Compensation Committee, are “non-employee directors” under SEC rules and satisfy the requirements of an “outside director” for purposes of the Internal Revenue Code of 1986, as amended (the “Code”).

 

 

 

Independent Compensation Consultant

 

The Compensation Committee retains and annually reviews the independence of its compensation consultant.

 

 

 

Annual Risk Assessment

 

The Compensation Committee conducts an annual risk assessment of our executives, management, and designs plans and programs to ensure they are aligned with our compensation philosophy and do not encourage excessive risk taking.

 

 

 

Compensation at Risk

 

We grant a high percentage of at-risk compensation. We believe this is essential to creating a pay-for-performance culture.

 

 

 

Stock Ownership Guidelines

 

Our guidelines require executive officers to maintain an amount of equity equal to a multiple of base salary: (i) five times base salary for the CEO and (ii) three times base salary for all other Section 16 officers. Each officer is expected to achieve compliance with the guidelines by the fifth anniversary of the executive officer’s appointment.

 

 

 

Clawback Policy

 

Our Board of Directors has adopted a clawback policy in accordance with the rules of the New York Stock Exchange requirements, to recoup “excess” incentive compensation, if any, earned by current and former executive officers during a three year look back period in the event of a financial restatement due to material noncompliance with any financial reporting requirement under the securities laws (with no fault required).

 

 

 

Anti-Hedging and Pledging Policy

 

We prohibit our executive officers from hedging or pledging Ashland securities.

 

 

“Double triggers” in Change in Control Agreements and Salary Continuation Plan

 

The NEOs and other executive officers do not receive change in control cash severance unless their employment is terminated without cause (or by the executive for good reason) within a specified period following a change in control.

 

 

 

No Tax Gross-Ups on Change in Control
Benefits

 

The NEOs and other executive officers are not entitled to tax gross ups in the event their change in control benefits are subject to “golden parachute” excise taxes under Section 280G of the Code.

 

 

 

Equity Incentive Compensation Plan Best
Practices

 

Our Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan includes many best practices for equity compensation programs, such as minimum vesting periods and the absence of single-trigger vesting.

 

 

 

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability22

 


 

Elements of Compensation and Link to Company Performance

Primary Compensation Elements

 

We provide both fixed (salary) and variable (cash and equity incentive) compensation to our NEOs. The following table sets forth information regarding each of the three core elements of compensation for our NEOs in 2023, including a description of each element.

 

Compensation Element

Description

Base Salary

Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance.

 

Annual Incentive

Annual performance-based incentive cash compensation with target award amounts for each executive officer. Actual bonus amounts may be lower than target based on the achievement of certain Company performance goals and individual performance.

 

Long-Term Incentive

Long-term incentives delivered through a blend of Performance Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”).

The majority of our NEOs’ compensation is performance-based and not guaranteed. The following table summarizes the key elements of our executive compensation program and describes why each element is provided:

 

Base Salary

Annual Incentive

PSUs

RSUs

Recipient

All NEOs

When Granted /

Received or Reviewed

Reviewed annually

Annually for prior year performance

First quarter annually

Form of Delivery

Cash

Equity

Type of Performance

Short-term emphasis

Long-term emphasis

Performance Period

Ongoing

1 Year

3 Years

How Payout is Determined

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

Most Recent Performance Measure

N/A

Adjusted EBITDA
and Innovation Revenue
(1) with an EHS/
safety modifier

Return on Net Assets (“RONA”) and relative Total Shareholder Return (“RTSR”)

Stock price appreciation

What is Incentivized

Balance against excessive risk taking

Deliver on annual strategic

objectives

Deliver on long-term strategic objectives; outperform peers

Balance

against excessive risk-taking and retention

(1)
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.

Overall Pay Mix

As illustrated in the charts below, we place a significant emphasis on performance-based compensation (annual and long-term) so that a substantial percentage of each NEO’s total direct target compensation is contingent on the successful achievement of our financial and strategic goals, in accordance with our compensation philosophy.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability23

 


 

Total Direct Compensation Mix

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_26.jpg 

 

Fiscal Year 2023 Compensation Structure Decisions

Our Compensation Committee reviews the base salaries and the annual and long-term target opportunities of our NEOs annually to determine whether these programs competitively reward our NEOs for their services based on a comparison to executives in the Compensation Peer Group and a review of other competitive market information.

Base Salary

The Compensation Committee considers each NEO’s experience, proficiency, performance and potential to impact future business results, the NEO’s behavior measured against key competencies and corporate values and competitiveness in the market, in making base salary decisions.

The Compensation Committee also reviewed the market data provided by its independent compensation consultant, Meridian Compensation Partners, in connection with the compensation recommendations submitted by Mr. Novo for each NEO other than himself. The Compensation Committee increased the base salaries of the NEOs to recognize their contributions and/or further position them closer to the median of our peer group.

Base salaries, effective January 2023, were as follows:

 

NEO

 

2022 Base Salary
($)

 

2023 Base Salary
($)

 

Change
(%)

Guillermo Novo

 

 

 

1,095,630

 

 

 

 

 

1,128,500

 

 

 

 

 

3.0

 

 

J. Kevin Willis

 

 

 

611,910

 

 

 

 

 

630,270

 

 

 

 

 

3.0

 

 

Osama M. Musa

 

 

 

494,596

 

 

 

 

 

509,430

 

 

 

 

 

3.0

 

 

Min S. Chong(1)

 

 

 

429,660

 

 

 

 

 

447,280

 

 

 

 

 

4.1

 

 

Ashok Kalyana(2)

 

 

 

419,430

 

 

 

 

 

436,630

 

 

 

 

 

4.1

 

 

Xiao Lan Wang

 

 

 

424,000

 

 

 

 

 

441,380

 

 

 

 

 

4.1

 

 

 

(1)
Mr. Chong’s base salary was not adjusted in fiscal 2023 in connection with Mr. Chong’s additional responsibility to oversee the management of the Company’s Personal Care business unit; however, the Company expects to adjust Mr. Chong’s base salary in fiscal 2024 accordingly.

 

(2)
Mr. Kalyana’s base salary was not adjusted in fiscal 2023 in connection with Mr. Kalyana’s additional responsibility to oversee the management of the Company’s Intermediaries business unit; however, the Company expects to adjust Mr. Kalyana’s base salary in fiscal 2024 accordingly.

 

 

 

 

 

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_7.jpg 

efficacy usability allure integrity profitability24

 


 

Annual and Long-Term Incentive Target Opportunities

Each year, the Compensation Committee reviews the annual and long-term incentive target opportunities to ensure alignment with our compensation philosophy and competitive practice. We increased the long term incentives for those under market median to recognize their contributions and/or further position them closer to the median of our peer group.

 

 

 

AIP Target (%)

 

LTI Target (%)

NEO

 

FY2022

 

FY2023

 

AIP
% Change

 

FY2022

 

FY2023

 

LTI
% Change

Guillermo Novo

 

 

 

120

 

 

 

 

 

120

 

 

 

 

 

-

 

 

 

 

 

400

 

 

 

 

 

425

 

 

 

 

 

6.25

 

 

J. Kevin Willis

 

 

 

90

 

 

 

 

 

90

 

 

 

 

 

-

 

 

 

 

 

225

 

 

 

 

 

225

 

 

 

 

 

-

 

 

Osama M. Musa

 

 

 

75

 

 

 

 

 

75

 

 

 

 

 

-

 

 

 

 

 

150

 

 

 

 

 

150

 

 

 

 

 

-

 

 

Min S. Chong

 

 

 

60

 

 

 

 

 

60

 

 

 

 

 

-

 

 

 

 

 

138

 

 

 

 

 

150

 

 

 

 

 

8.7

 

 

Ashok Kalyana

 

 

 

60

 

 

 

 

 

60

 

 

 

 

 

-

 

 

 

 

 

138

 

 

 

 

 

150

 

 

 

 

 

8.7

 

 

Xiao Lan Wang

 

 

 

60

 

 

 

 

 

60

 

 

 

 

 

-

 

 

 

 

 

132

 

 

 

 

 

150

 

 

 

 

 

14.0

 

 

Fiscal Year 2023 Incentive Plan Designs and Performance-Related Payouts

Annual and Long-Term Incentive Metrics and Goals

Based on a review of the annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, the Compensation Committee annually approves the financial performance metrics that will be used to measure performance in our annual and long-term incentive arrangements as well as the relative weighting that will be assigned to each metric. The Compensation Committee then approves threshold, target and maximum performance levels for each performance metric. The Compensation Committee seeks to establish corporate performance goals that are challenging yet attainable.

For our fiscal 2023 Annual Incentive Plan (“Annual Incentive Plan”) and Long-Term Incentive Performance Plan (“LTIPP”), the Compensation Committee approved the following performance metrics in November 2022 for the reasons noted below:

 

Performance Metric

Reason for Selection

https://cdn.kscope.io/737e0227b552f7565970ff75fb0b8841-img138891999_27.jpg 

Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”)(1)

An indicator of Ashland’s

Profitability
Ability to optimize cash flow and stockholder value

Innovation Revenue

An important measurement of Ashland’s ability to generate revenue from new products introduced

Environmental Health and Safety

Total Preventable Recordable Rate (“TPRR”)
Process safety