DEF 14A of Ashland Inc., Dec 11, 2023

DEF 14A of Ashland Inc.

Filed Dec 11, 2023 · FY20230000950170-23-069398

Open on EDGAR

  1. DIRECTOR COMPENSATION

    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.

  2. 2023 Annual Non-Employee Director Compensation Program

    2023 Annual Non-Employee Director Compensation Program

  3. 2023 Director Compensation Table

    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:

  4. 2023 Director Compensation Table

    | 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 |

  5. 2023 Director Compensation Table

    (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.

  6. 2023 Director Compensation Table

    | 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 |

  7. 2023 Director Compensation Table

    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.

  8. 2023 Director Compensation Table

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  9. DIRECTOR NOMINEES

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

  10. DIRECTOR NOMINEES

    | STEVEN D. BISHOP | | | 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 | | | 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 |

  11. DIRECTOR NOMINEES

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  12. DIRECTOR NOMINEES

    | SUZAN F. HARRISON | | | 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 | | | 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 |

  13. DIRECTOR NOMINEES

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  14. DIRECTOR NOMINEES

    | SUSAN L. MAIN | | | 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 | | | 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 |

  15. DIRECTOR NOMINEES

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  16. DIRECTOR NOMINEES

    | SERGIO PEDREIRO | | | 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 | | | 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 |

  17. DIRECTOR NOMINEES

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  18. DIRECTOR NOMINEES

    | JANICE J. TEAL | | | 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 |

  19. DIRECTOR NOMINEES

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  20. DIRECTOR DIVERSITY AND TENURE

    DIRECTOR DIVERSITY AND TENURE The following matrix provides the diversity and years of tenure of the members of our director nominees.

  21. DIRECTOR DIVERSITY AND TENURE

    | | 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 |

  22. DIRECTOR DIVERSITY AND TENURE

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  23. PROPOSAL ONE

    PROPOSAL ONE

  24. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  25. Ashland's Compensation Philosophy

    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:

  26. Compensation Governance Practices

    | 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. |

  27. Primary Compensation Elements

    | 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”). |

  28. Primary Compensation Elements

    | | 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 |

  29. Primary Compensation Elements

    (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.

  30. Annual and Long-Term Incentive Target Opportunities

    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.

  31. Annual and Long-Term Incentive Target Opportunities

    | | 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 |

  32. Fiscal Year 2023 Incentive Plan Designs and Performance-Related Payouts

    Fiscal Year 2023 Incentive Plan Designs and Performance-Related Payouts

  33. Annual and Long-Term Incentive Metrics and Goals

    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:

  34. Annual and Long-Term Incentive Metrics and Goals

    | | Performance Metric | Reason for Selection | | | 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 • Spills and releases • Environmental, Social and Governance (“ESG”) | • Reflects the importance of environmental, social, governance and safety matters within Ashland | | | | | | | Return on Net Assets (“RONA”)(1) | • Measures results of capital allocation decisions | | | Relative Total Shareholder Return (“TSR”) | • Measures performance against our Performance Peer Group and stockholder value creation |

  35. Annual and Long-Term Incentive Metrics and Goals

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

  36. Fiscal Year 2023 Annual Incentive Plan Design

    Fiscal Year 2023 Annual Incentive Plan Design For fiscal 2023, the NEOs, including the CEO, participated in the Annual Incentive Plan, which is designed to reward executives for the achievement of EBITDA growth and for delivering value through new product sales “Innovation Revenue” with an additional Environmental, Health and Safety (“EH&S”) modifier of up to +/- 10% of the target incentive.

  37. Fiscal Year 2023 Annual Incentive Plan Design

    | NEO | Adjusted Company EBITDA | Innovation Revenue | Adjusted Business Unit EBITDA | | Min S. Chong(1) | 20% | 20% | 60% | | Ashok Kalyana(2) | 20% | 20% | 60% | | Xiao Lan Wang(3) | 20% | 20% | 60% | | All Other NEOs | 80% | 20% | - |

  38. Fiscal Year 2023 Annual Incentive Plan Design

    (1) Adjusted Business Unit EBITDA for Mr. Chong was based on the Specialty Additives and Intermediates segments. (2) Adjusted Business Unit EBITDA for Mr. Kalyana was based on the Life Sciences segment. (3) Adjusted Business Unit EBITDA for Ms. Wang was based on the Personal Care segment. The fiscal 2023 goals for each metric were established as indicated below:

  39. Fiscal Year 2023 Annual Incentive Plan Design

    | Corporate Performance Levels | Adjusted Company EBITDA ($, millions) | Adjusted Company EBITDA Payout Curve (%) | Innovation Revenue ($, millions) | Innovation Revenue Payout Curve (%) | | Threshold | 581.1 | 50 | 50.9 | 50 | | Target | 645.7 | 100 | 63.6 | 100 | | Maximum | 710.3 | 200 | 76.3 | 200 |

  40. Fiscal Year 2023 Annual Incentive Plan Design

    | Specialty Additives and Intermediates(1)(2) Performance Levels | Adjusted Business Unit EBITDA ($, millions) | Adjusted Business Unit Payout Curve (%) | | Threshold | 242.6 | 50 | | Target | 269.6 | 100 | | Maximum | 296.6 | 200 |

  41. Fiscal Year 2023 Annual Incentive Plan Design

    | Life Sciences(1)(2) Performance Levels | Adjusted BU EBITDA ($, millions) | Adjusted BU Payout Curve (%) | | Threshold | 213.0 | 50 | | Target | 236.7 | 100 | | Maximum | 260.4 | 200 |

  42. Fiscal Year 2023 Annual Incentive Plan Design

    (1) Adjusted Business Unit EBITDA targets were used to determine the bonus payout for Mr. Chong, GM Specialty Additives and Intermediates, and Mr. Kalyana, GM Life Sciences. Ms. Wang, GM Personal Care, received a separation payment in lieu of a payment under the 2023 annual incentive plan, as described in more detail under the section titled Summary Compensation Table on page 35. (2) Company level Innovation Revenue targets were used for the bonus payout for Mr. Chong, GM Specialty Additives and Intermediates, Mr. Kalyana, GM Life Sciences, Ms. Wang, GM Personal Care, received a separation payment in lieu of a payment under the 2023 annual incentive plan, as described in more detail under the section titled Summary Compensation Table on page 35. The named executive officers were also evaluated for performance against the EH&S metrics. Performance against the EH&S metrics may increase (or decrease) an executive’s annual incentive payout, calculated as described above, by up to 10% of the executive’s target bonus. However, the EH&S modifier may not increase the total annual incentive paid to any executive beyond 200% of target. For fiscal 2023, the Compensation Committee set EH&S targets in three areas with a fourth discretionary adjustment for sustainability, as described in the following table:

  43. Fiscal Year 2023 Annual Incentive Plan Design

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  44. Fiscal Year 2023 Annual Incentive Plan Design

    | Metric | FY2023 Actual | Corporate FY2023 Target(1) | | Ashland (TPRR) | 0.39 | 0.50 | | Ashland (Process Safety—PSI) | 0.42 | 0.42 | | Ashland (Spills and Releases—EIC) | 42 | 27 | | ESG | Varied metrics | |

  45. Fiscal Year 2023 Annual Incentive Plan Design

    Targets were determined by assessing appropriate improvements versus prior year actual results as well as the three-year history of outcomes. Using performance against goals as the starting point, the Compensation Committee uses its discretion when determining the modifier for an individual, team or Business Unit to reflect more closely: • the overall strength of the safety culture, • the seriousness of safety incidents, quality performance, individual leadership, safety trends, etc.

  46. Fiscal Year 2023 Annual Incentive Plan Design

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  47. Fiscal Year 2023 Annual Incentive Performance

    Fiscal Year 2023 Annual Incentive Performance The table below shows the adjusted fiscal 2023 performance compared to the pre-established financial performance targets. Consistent with our compensation philosophy, only Mr. Kalyana will receive a bonus for achieving the Adjusted Business Unit EBITDA target. Our other NEOs will not receive an annual incentive payout in respect of Company or Business Unit Adjusted EBITDA and no NEO will receive an annual incentive payout in respect of Innovation Revenue. All NEOs will each receive a modest annual incentive payout relating to the EH&S modifier which was partially achieved:

  48. Fiscal Year 2023 Annual Incentive Performance

    | Corporate Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Company EBITDA | 80% | 645.7 | 451.8 | - | | Innovation Revenue | 20% | 63.6 | 45.8 | - | | EH&S Modifier | Modifier | | | 7.5 | | Combined Weighted Payout (% of Target) | | | | 7.5 |

  49. Fiscal Year 2023 Annual Incentive Performance

    | Specialty Additives and Intermediates Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Business Unit EBITDA | 60% | 269.6 | 132.0 | - | | Adjusted Company EBITDA | 20% | 645.7 | 451.8 | - | | Innovation Revenue | 20% | 63.6 | 45.8 | - | | EH&S Modifier | Modifier | | | 7.5 | | Combined Weighted Payout (% of Target) | | | | 7.5 |

  50. Fiscal Year 2023 Annual Incentive Performance

    | Life Sciences Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Business Unit EBITDA | 60% | 236.7 | 250.5 | 158.1 | | Adjusted Company EBITDA | 20% | 645.7 | 451.8 | - | | Innovation Revenue | 20% | 63.6 | 45.8 | - | | EH&S Modifier | Modifier | | | 7.5 | | Combined Weighted Payout (% of Target) | | | | 102.4 |

  51. Fiscal Year 2023 Annual Incentive Performance

    | EH&S Performance Levels | Target | Performance | | Ashland (TPRR) | 0.50 | 0.39 | | Ashland (Process Safety—PSI) | 0.42 | 0.42 | | Ashland (Spills and Releases—EIC) | 27 | 42 | | ESG | varied metrics | varied metrics | | Combined Weighted Payout (% Modifier) | 7.5% | 7.5% |

  52. Fiscal Year 2023 Annual Incentive Payout

    Fiscal Year 2023 Annual Incentive Payout Based on the performance outlined above, the Compensation Committee approved the following annual incentive payouts for the NEOs:

  53. Fiscal Year 2023 Annual Incentive Payout

    | NEO | Annual Incentive Target Amount ($) | Annual Incentive Target Earned (%) | EH&S Adder Earned (%) | FY2023 Annual Incentive Award Value ($) | | Guillermo Novo | 1,354,200 | - | 7.5 | 101,565 | | J. Kevin Willis | 567,243 | - | 7.5 | 42,544 | | Osama M. Musa | 382,073 | - | 7.5 | 28,656 | | Min S. Chong | 268,368 | - | 7.5 | 20,128 | | Ashok Kalyana | 261,978 | 94.9 | 7.5 | 268,162 | | Xiao Lan Wang(1) | 264,828 | - | - | - |

  54. Fiscal Year 2023 Annual Incentive Payout

    (1) Ms. Wang did not receive a payout under the Annual Incentive Plan. In connection with her separation from Ashland and pursuant to her separation agreement, Ms. Wang received a payment of $238,708, reflecting 100% of her Annual Incentive Plan target, prorated for her period of service to Ashland during the 2023 fiscal year (October 1, 2022 - August 25, 2023).

  55. Fiscal Year 2023 Annual Incentive Payout

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  56. Long-Term Incentive Performance Plan Design

    Long-Term Incentive Performance Plan Design Our Long-Term Incentive Performance Plan (“LTIPP”) for our NEOs is composed of 60% in the form of PSUs and 40% in the form of RSUs. We grant executives a mix of equity award types to provide an effective balance between rewarding our NEOs for strong corporate performance and encouraging NEO retention. This design enhances the alignment of the executives’ interests and long-term strategies with those of our stockholders. LTIPP targets are expressed as a percentage of base salary and, in the case of PSUs and RSUs, the number of units awarded is determined by dividing the amount of the LTIPP target by the closing price of Ashland Common Stock on the grant date.

  57. Performance Stock Units (“PSUs”)

    Performance Stock Units (“PSUs”) PSUs are designed to reward executives for achieving long-term performance that meets or exceeds pre-established performance metrics. PSUs vest in full at the end of the three-year performance period and the number of PSUs that can be earned by the NEOs depends upon the level of achievement against the pre-established performance metrics at the end of the performance period. Upon vesting, PSUs convert into shares of Ashland Common Stock on a one-for-one basis. PSUs are not entitled to receive dividend equivalents or to receive cash dividends during the performance period.

  58. Restricted Stock Units (“RSUs”)

    Restricted Stock Units (“RSUs”) RSUs provide strong retentive value, while still providing alignment with stockholder value creation. Our annual RSU grants generally vest in equal installments on each anniversary of the date of grant over a three-year period. Dividend equivalents are accrued on outstanding RSUs at the same time and at the same rate as dividends are paid to stockholders. Dividend equivalents on RSUs are only payable if the underlying RSU vests. At the time of vesting, one share of Ashland Common Stock is issued for each RSU and any accrued dividend equivalents.

  59. Fiscal Year 2023 Equity Grants

    Fiscal Year 2023 Equity Grants We typically grant annual equity awards during the first quarter of each fiscal year. The equity grant date is never selected or changed to result in a more favorable value of equity awards for executives. The Compensation Committee approved the annual grants shown in the table below during the first quarter of fiscal 2023.

  60. Fiscal Year 2023 Equity Grants

    | NEO | Aggregate Target FY2023 Equity Award (% of Base Salary) | Aggregate Target FY2023 Equity Award ($) | Target FY2023 - 2025 PSUs (60% of Equity Award) ($) | Target FY2023- 2025 PSUs(1) (#) | Target RSU Award (40% of Equity Award) ($) | Target RSU Award (#)(1) | | Guillermo Novo | 425% | 4,799,804 | 2,879,904 | 26,006 | 1,919,899 | 17,337 | | J. Kevin Willis | 225% | 1,418,026 | 850,815 | 7,683 | 567,210 | 5,122 | | Osama M. Musa | 150% | 764,106 | 458,464 | 4,140 | 305,642 | 2,760 | | Min S. Chong | 150% | 670,863 | 402,540 | 3,635 | 268,323 | 2,423 | | Ashok Kalyana | 150% | 654,806 | 392,906 | 3,548 | 261,900 | 2,365 | | Xiao Lan Wang | 150% | 662,004 | 397,224 | 3,587 | 264,779 | 2,391 |

  61. Fiscal Year 2023 Equity Grants

    (1) The number of units reflected here are based on the closing price per share of Ashland Common Stock on November 17, 2022 ($110.74).

  62. Fiscal Year 2023-2025 PSU Design

    Fiscal Year 2023-2025 PSU Design In November 2022, the Compensation Committee reviewed and approved the performance metrics and target performance levels for the PSUs covering a performance period beginning October 1, 2022 and ending September 30, 2025 (the “2023-2025 PSUs”). The structure for the 2023-2025 PSUs remains unchanged from prior programs and will be measured based on achievement against adjusted Return on Net Assets (“RONA”) and relative total stockholder return (“RTSR”) at the end of the performance period. Forty percent (40%) of the PSUs will be earned based on the fiscal year 2025 RONA final performance. Sixty percent (60%) of the PSUs will be earned based on Ashland’s TSR performance versus the S&P400 at the end of fiscal year 2025. Depending on the level of performance against the RONA and RTSR metrics, NEOs can earn from 0% of the target number of PSUs to up to 200% of the target number of PSUs for above target performance. Target performance against the RTSR metric is achieved for RTSR at the 50th percentile of the peer group. Due to the competitive sensitivity and the forward-looking nature of the RONA measure, Ashland does not intend to disclose the target for the RONA metric for

  63. Fiscal Year 2023-2025 PSU Design

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  64. Fiscal Year 2023-2025 PSU Design

    in-progress PSU programs going forward. The Compensation Committee nonetheless views the RONA performance targets for the 2023-2025 PSUs as challenging to achieve and subject to performance risk. The RONA targets for the 2023-2025 PSUs will be disclosed in a future Ashland proxy statement reporting NEO compensation for the year in which the award has been earned.

  65. Fiscal Year 2021-2023 PSUs Performance Results and Payouts

    Fiscal Year 2021-2023 PSUs Performance Results and Payouts In November 2020, the Compensation Committee established a three-year performance share unit program, covering a measurement period from October 1, 2020 to September 30, 2023 (the “2021-2023 PSUs”). The 2021-2023 PSUs could be earned based on achievement against two weighted performance metrics - RONA and RTSR. The following table shows the performance objectives for each performance metric measured for the 2021-2023 PSUs, Ashland’s actual performance against those metrics, and the resulting payout as a percentage of the target performance:

  66. Fiscal Year 2021-2023 PSUs Performance Results and Payouts

    | RONA and rTSR Performance Levels | Weighting | Target (%) | Adjusted Performance (%) | Payout (% of Target) | | RONA | 40% | 15.8 | 8.9 | - | | TSR | 60% | 50.0 | 29.0 | 57.1 | | Combined Weighted Payout (% of Target) | | | | 34.3 |

  67. Fiscal Year 2021-2023 PSUs Performance Results and Payouts

    Based on the level of achievement against the performance metrics certified by the Compensation Committee in November 2023, the NEOs achieved 34.3% of target performance due to underachievement against the RONA and RTSR metrics. The following table provides, for each NEO, the number of 2021-2023 PSUs granted and the number and value of the 2021-2023 PSUs earned for the fiscal 2021-2023 performance period:

  68. Fiscal Year 2021-2023 PSUs Performance Results and Payouts

    | NEO | Number of PSUs Granted | Award % of Target | Number of Units Earned (#) | Payout Amount ($)(1) | | Guillermo Novo | 35,050 | 34.3% | 12,022 | 924,503 | | J. Kevin Willis | 11,250 | 34.3% | 3,859 | 296,738 | | Osama M. Musa | 6,200 | 34.3% | 2,127 | 163,536 | | Min S. Chong | 2,800 | 34.3% | 960 | 73,855 | | Ashok Kalyana | 2,500 | 34.3% | 858 | 65,942 | | Xiao Lan Wang(2) | 2,800 | 34.3% | 887 | 68,210 |

  69. Fiscal Year 2021-2023 PSUs Performance Results and Payouts

    (1) Based on the closing price per share of Ashland Common Stock on November 17, 2023 ($76.90). (2) Ms. Wang's PSU grant was prorated to 2,585 from 2,800 to reflect her period of service to Ashland during the performance period (October 1, 2020 - August 25, 2023).

  70. Senior Leadership Severance Plan

    Senior Leadership Severance Plan In August 2021, the Committee approved a Senior Leadership Severance Plan for U.S. executive officers and certain senior leaders (the “Senior Leadership Severance Plan”) designed to provide for financial protection to certain key executives of the Company in the event of unexpected job loss (whether before or in connection with a Change in Control), in order to encourage the continued attention of Participants who are expected to make substantial contributions to the success of the Company and thereby provide for stability and continuity of management. The Senior Leadership Severance Plan provides certain benefits in the event of a qualified termination with and without a change in control. A qualified termination means any termination of a Participant’s employment: (i) at any time other than during the Change in Control Protection Period, by the Company without Cause (and not as a result of the Participant’s disability or death); or (ii) solely during the Change in Control Protection Period, by the Company without Cause (and not as a result of the Participant’s disability or death), or by the Participant for Good Reason. The plan excludes certain terminations such as a termination for cause and voluntary resignation. Under the Senior Leadership Severance Plan, in the event of a termination without cause or resignation for good reason within two years after a change in control and not otherwise covered by a change in control agreement, certain benefits will be paid as follows: • Lump sum cash severance (1x—3x) annual base salary, target annual incentive plan bonus and current fiscal year annual incentive plan bonus (pro-rated); • Continued coverage under Ashland’s medical, dental and vision plans for the applicable COBRA continuation period, with Ashland continuing to subsidize its share of the premium for the same period; • Outplacement services for up to one year and reimbursement of legal fees to enforce rights to benefits; and • Financial planning services for the current calendar year for plan participants prior to September 2022. A detailed description of this plan is included in the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

  71. Change in Control Agreements

    Change in Control Agreements Messrs. Novo and Willis have entered into a change in control agreement that sets forth the economic consequences and entitlements for a termination without cause or for good reason after a change in control. The primary purpose of these agreements is to align executive and stockholder interests by enabling the executives to assess possible corporate transactions without regard to the effect such transactions could have on their employment. A detailed description of these agreements is included in the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

  72. Compensation Comparator Peer Group

    Compensation Comparator Peer Group The Compensation Committee primarily uses two comparator groups as part of its executive compensation process. The “Compensation Peer Group” is used to assess the competitiveness of our NEOs’ compensation and the “Performance Peer Group” is used to evaluate our stock performance.

  73. Compensation Peer Group

    Compensation Peer Group The Compensation Committee considers relevant market pay practices, among other factors, when setting executive compensation to enhance our ability to recruit and retain high-performing talent. In assessing market competitiveness, the compensation of our NEOs is reviewed against executive compensation at a number of companies with which we compete for executive talent. Factors used to determine the companies included in the analysis and how the data is used is set forth below:

  74. Compensation Peer Group

    | Considerations used to choose peer group | How we use peer group information | | ✓ Comparable revenue size ✓ Global operations ✓ Industry ✓ Business model ✓ Market capitalization | ✓ Input in developing base salary ranges, annual incentive target opportunities and long-term incentive awards ✓ Assess competitiveness of total direct compensation ✓ Determine form and mix of equity ✓ Input to designing compensation plans, benefits and perquisites |

  75. Compensation Peer Group

    The Compensation Peer Group is annually reviewed by the Compensation Committee, with support from its independent compensation consultant, Meridian Compensation Partners. During the review, the Compensation Committee considers whether the Compensation Peer Group companies remain appropriate from a business and talent perspective.

  76. Compensation Peer Group

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  77. 2023 Compensation Peer Group

    2023 Compensation Peer Group

  78. 2023 Compensation Peer Group

    | Albemarle Corporation | H.B. Fuller Company | Quaker Chemical | | Avient Corporation | Ingevity Corporation | RPM International Inc. | | Axalta Coating Systems Ltd | Innospec Inc. | Sensient Technologies Corporation | | Cabot Corporation | Kraton Corporation | Stepan Corporation | | Element Solutions, Inc. | Minerals Technologies | The Chemours Company | | FMC Corporation | New Market Corporation | |

  79. 2023 Compensation Peer Group

    Additionally, competitive pay data was gathered from the Equilar 2022 Executive Compensation Survey. The data from the survey is scoped to Ashland’s industry and adjusted to Ashland’s revenue size.

  80. Performance Peer Group

    Performance Peer Group In fiscal 2023 the Compensation Committee utilized the entire S&P 400 index as our performance peer group (the “Performance Peer Group”). We believed the Performance Peer Group was an appropriate measure of our RTSR, reflecting Ashland’s performance compared to the broader stock market and provides transparency to our investors and incentive plan participants. Our Performance Peer Group is used solely for assessing RTSR performance for our PSUs.

  81. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation of the Company’s CEO, CFO, the three other most highly compensated executive officers, and certain other former executive officers for the fiscal years ended September 30, 2023, 2022 and 2021:

  82. SUMMARY COMPENSATION TABLE

    | Name and Principal Position(1) | Year ($) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Guillermo Novo | 2023 | 1,114,805 | - | 5,454,895 | 101,565 | - | 286,649 | 6,957,914 | | Chair and Chief Executive Officer | 2022 | 1,088,525 | - | 5,813,052 | 2,202,217 | - | 213,408 | 9,317,202 | | | 2021 | 1,059,854 | - | 5,070,529 | 1,293,939 | - | 100,100 | 7,524,422 | | J. Kevin Willis | 2023 | 624,974 | | 1,611,560 | 42,544 | | 133,300 | 2,412,378 | | SVP, Chief Financial Officer | 2022 | 607,941 | - | 1,826,148 | 922,455 | (686,200) | 100,100 | 2,770,444 | | | 2021 | 609,653 | - | 1,627,913 | 541,996 | (48,342) | 103,394 | 2,834,614 | | Osama M. Musa(6) | 2023 | 505,150 | - | 1,668,341 | 28,656 | - | 96,770 | 2,298,917 | | SVP, Chief Technology Officer | 2022 | 494,596 | - | 983,987 | 621,336 | - | 82,168 | 2,182,087 | | | 2021 | 494,596 | - | 898,484 | 373,469 | - | 83,234 | 1,849,783 | | Min S. Chong(7) | 2023 | 442,198 | | 1,557,107 | 20,128 | | 84,589 | 2,104,022 | | SVP, GM Specialty | 2022 | 426,874 | - | 786,349 | 431,809 | - | 74,665 | 1,719,697 | | Additives, and Intermediates | 2021 | 403,016 | - | 403,846 | 425,678 | - | 54,087 | 1,286,627 | | Ashok Kalyana | 2023 | 431,669 | - | 744,180 | 268,162 | - | 74,798 | 1,518,809 | | SVP, GM Life Sciences | 2022 | 416,710 | - | 767,650 | 331,082 | - | 94,443 | 1,609,885 | | Xiao Lan Wang | 2023 | 393,512 | - | 752,360 | - | - | 1,256,411 | 2,402,283 | | SVP, GM Personal Care | | | | | | | | |

  83. SUMMARY COMPENSATION TABLE

    (1) Amounts for each officer are shown only for the years in which the individual served as an NEO. (2) These amounts represent the aggregate grant date fair value of PSUs and RSUs issued during the applicable fiscal year and computed in accordance with FASB ASC Topic 718. The assumptions made when calculating these amounts with respect to PSUs and RSUs are found in Note O to the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and the grant date fair values can be found in the footnotes to the “Grants of Plan-Based Awards” table in this Proxy Statement. For PSU awards, the grant date fair value is based on target levels, which is the assumed probable outcome of performance conditions. The grant date fair values of the PSU awards made during fiscal 2023, assuming the maximum level of performance are as follows: Mr. Novo, $4,154,459; Mr. Willis, $1,227,359; Dr. Musa, $661,365; Mr. Chong, $1,185,665, Mr. Kalyana, $566,793, and Ms. Wang, $573,023. (3) These amounts were earned by each officer under the Company's annual incentive plan, which are accrued in the fiscal year earned and paid in the first quarter of the following fiscal year. (4) Ashland’s non-qualified deferred compensation arrangements do not provide above-market or preferential earnings. The amounts in this column for prior years solely represent the one-year change during fiscal 2021 and 2022 in the present value of accrued benefits under qualified and non-qualified defined benefit plans previously sponsored by Ashland but that have been transferred to Valvoline. Only Mr. Willis participated in such plans. Ashland has determined that such amounts are not required to be reported in its Summary Compensation Table as they do not reflect compensation for Mr. Willis’ current service to Ashland. Accordingly, such amounts will not be included in Mr. Willis’ Summary Compensation Table total for 2023 or in future years. (5) All other compensation amounts reported for 2023 include:

  84. SUMMARY COMPENSATION TABLE

    | Name | Perquisites(a) | Matching Contributions Under Qualified Savings Plan | Matching Contributions Under Non-Qualified Defined Contribution Plan | Severance(b) | Total All Other Compensation | | Guillermo Novo | 27,507 | 26,830 | 232,312 | - | 286,649 | | J. Kevin Willis | 16,323 | 26,400 | 90,577 | - | 133,300 | | Osama M. Musa | 13,754 | 25,012 | 58,004 | - | 96,770 | | Min S. Chong | 15,815 | 25,690 | 43,084 | - | 84,589 | | Ashok Kalyana | 15,815 | 27,073 | 31,910 | - | 74,798 | | Xiao Lan Wang | 18,705 | 34,504 | 20,082 | 1,183,120 | 1,256,411 |

  85. SUMMARY COMPENSATION TABLE

    The amounts reported in this column represent the incremental costs to the Company with respect to executive physicals for Mr. Novo and Ms. Wang, and tax and financial planning services for Mr. Novo ($26,000) and just financial planning for all other NEOs.

  86. SUMMARY COMPENSATION TABLE

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  87. SUMMARY COMPENSATION TABLE

    The amount reported in this column represents the severance payments made to Ms. Wang pursuant to the terms of the Separation Agreement between Ms. Wang and the Company which is described in further detail below. The severance payment includes excess COBRA premium payments ($26,000), temporary housing ($35,273), immigration restriction-related payment ($100,000), relocation expenses to assist with Ms. Wang's relocation from New Jersey to Germany ($119,000), tax preparation services and reimbursements in connection with her expatriate service and repatriation to the United States ($360,000), the value of Ms. Wang's accelerated restricted stock equivalents and RSUs ($377,892), tax gross-ups relating to Ms. Wang’s bonus and equity payments under the Severance Agreement ($139,555), and financial planning services and outplacement services ($20,200). Mr. Musa received a retention award of 9,694 RSUs on September 19, 2023, valued at $800,000 on the date of grant. This award has a three (3) year cliff vesting schedule. (7) Mr. Chong received a retention award of 3,787 PSUs on November 28, 2022, valued at $514,800 on the date of grant. This award has a three (3) year cliff vesting schedule, and is subject to the same achievement metrics as the November 17, 2022 PSU grant provided to our other Officers. In addition, Mr. Chong received a retention award of 2,524 RSUs on November 28, 2022, valued at $280,000 on the date of grant. This award has a three (3) year cliff vesting schedule.

  88. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table sets forth details regarding non-equity and equity plan-based awards granted to each of the NEOs in FY2023:

  89. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#)(4) | Awards ($)(5) | | Guillermo Novo | 11/17/2022 | 677,100 | 1,354,200 | 2,708,400 | 13,003 | 26,006 | 52,012 | - | 3,534,996 | | | 11/17/2022 | - | - | - | - | - | - | 17,337 | 1,919,899 | | J. Kevin Willis | 11/17/2022 | 283,622 | 567,243 | 1,134,486 | 3,842 | 7,683 | 15,366 | - | 1,044,350 | | | 11/17/2022 | - | - | - | - | - | - | 5,122 | 567,210 | | Osama M. Musa(6) | 11/17/2022 | 191,036 | 382,073 | 764,145 | 2,070 | 4,140 | 8,280 | - | 562,750 | | | 11/17/2022 | - | - | - | - | - | - | 2,760 | 305,642 | | | 9/19/2023 | - | - | - | - | - | - | 9,694 | 799,949 | | Min S. Chong(7) | 11/17/2022 | 134,184 | 268,368 | 536,736 | 1,818 | 3,635 | 7,270 | - | 494,106 | | | 11/17/2022 | - | - | - | - | - | - | 2,423 | 268,323 | | | 11/28/2022 | - | - | - | 1,894 | 3,787 | 7,574 | - | 514,767 | | | 11/28/2022 | - | - | - | - | - | - | 2,524 | 279,912 | | Ashok Kalyana | 11/17/2022 | 130,989 | 261,978 | 523,956 | 1,774 | 3,548 | 7,096 | - | 482,280 | | | 11/17/2022 | - | - | - | - | - | - | 2,365 | 261,900 | | Xiao Lan Wang(8) | 11/17/2022 | - | - | - | - | - | - | - | 487,581 | | | 11/17/2022 | - | - | - | - | - | - | - | - |

  90. GRANTS OF PLAN-BASED AWARDS

    (1) The dates reported in this column represent the grant dates for the equity-based awards reported in the “All Other Stock Awards: Number of Shares of Stock or Units” column. (2) The amounts reported in these columns represent the potential annual incentive payouts under the 2020 Annual Incentive Plan. For fiscal 2023, the actual dollar amounts earned will be paid in December 2023 and are included in the “Non-Equity Incentive Plan Compensation” column in the “Summary Compensation Table” in this Proxy Statement. (3) The amounts reported in these columns represent a range of payouts possible in connection with the PSU awards granted under the LTIPP for the fiscal 2023-2025 performance period granted in November 2022 under the Ashland Inc. 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”). (4) The amounts reported in this column represents the number of RSUs granted in fiscal 2023 pursuant to the 2021 Omnibus Plan. All grants of RSUs, with the exception of Mr. Musa and Mr. Chong, vest in equal installments on each anniversary of the grant date over a three-year period. Mr. Musa's award granted on September 19, 2023, will cliff vest on September 19, 2026. Mr, Chong's award granted on November 28, 2023 will cliff vest on November 28, 2025. The Company has not issued any stock options in the past three fiscal years. (5) The dollar amounts reported in this column represent the aggregate grant date fair value of the equity awards (PSUs and RSUs) granted to each named executive officer and are calculated in accordance with FASB ASC Topic 718 and assume (i) payment of PSUs at target using a Monte-Carlo simulation valuation to incorporate the relative TSR at $155.55 and RONA at $106.50, as valued at the end of the fourth fiscal quarter; (ii) the grant date fair value of $110.74 per RSU granted on November 18, 2022. (6) Mr. Musa received a retention award of 9,694 RSUs on September 19, 2023, valued at $800,000 on the date of grant. This award has a three (3) year cliff vesting schedule. (7) Mr. Chong received a retention award of 3,787 PSUs on November 28, 2022, valued at $514,800 on the date of grant. This award has a three (3) year cliff vesting schedule with a vesting date of November 28, 2025, and is subject to the same achievement metrics as the November 17, 2022 PSU grant provided to our other executive officers. In addition, Mr. Chong received a retention award of 2,524 RSUs on November 28, 2022, valued at $280,000 on the date of grant. This award has a three (3) year cliff vesting schedule. (8) As part of the Separation Agreement as described above, Ms. Wang received a payout representing the accelerated vesting of her unvested RSUs and RSEs, prorated for the time she was active during the award period and outlined below: a. RSE granted November 3, 2020 was vested with a cash equivalent payment of 2,481 shares, and 309.67 forfeited. b. RSE granted November 17, 2020 was vested with a cash equivalent payment of 591 shares, and 49.71 forfeited. c. RSU granted November 18, 2021 was vested with 991 shares released to Ms. Wang, and 692.12 forfeited. d. RSU granted November 17, 2022 was vested with 622 shares released to Ms. Wang, and 1,798.30 forfeited.

  91. GRANTS OF PLAN-BASED AWARDS

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  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table sets forth certain information regarding Stock Appreciation Rights (“SARs”), PSUs, and RSUs held by each of the named executive officers as of September 30, 2023.

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#)(2) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Guillermo Novo | 70,047 | 76.76 | 1/2/2030 | - | - | - | - | | | - | - | - | 73,823 | 6,029,863 | - | - | | | - | - | - | - | - | 54,753 | 4,472,225 | | J. Kevin Willis | 22,100 | 77.90 | 11/13/2029 | - | - | - | - | | | 18,200 | 82.34 | 11/15/2028 | - | - | - | - | | | 28,450 | 67.16 | 12/15/2027 | - | - | - | - | | | 32,583 | 57.96 | 12/16/2026 | - | - | - | - | | | 30,229 | 59.41 | 12/18/2025 | - | - | - | - | | | 24,672 | 59.95 | 12/12/2024 | - | - | - | - | | | 25,426 | 47.63 | 12/13/2023 | - | - | - | - | | | - | - | - | 23,159 | 1,891,627 | - | - | | | - | - | - | - | - | 16,714 | 1,365,200 | | Osama M. Musa | 12,200 | 77.90 | 11/13/2029 | - | - | - | - | | | 5,550 | 82.34 | 11/15/2028 | - | - | - | - | | | 8,650 | 67.16 | 12/15/2027 | - | - | - | - | | | 9,793 | 57.96 | 12/16/2026 | - | - | - | - | | | 6,968 | 59.41 | 12/18/2025 | - | - | - | - | | | 2,730 | 59.95 | 12/12/2024 | - | - | - | - | | | 2,825 | 47.63 | 12/13/2023 | - | - | - | - | | | - | - | - | 22,349 | 1,825,466 | - | - | | | - | - | - | - | - | 9,006 | 735,610 | | Min S. Chong | 4,785 | 76.76 | 1/2/2030 | - | - | - | - | | | - | - | - | 17,093 | 1,396,156 | - | - | | | - | - | - | - | - | 11,311 | 923,882 | | Ashok Kalyana | 4,133 | 76.88 | 8/3/2030 | - | - | - | - | | | - | - | - | 12,875 | 1,051,630 | 7,344 | 599,858 | | | - | - | - | - | - | - | - | | Xiao Lan Wang | 4,207 | 76.88 | 8/3/2030 | - | - | - | - | | | - | - | - | 2,585 | 211,143 | - | - | | | - | - | - | - | - | 3089 | 252,310 |

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1) The amounts reported in this column relate to SARs which vested over a three-year period measured from the date of grant. (2) The amounts reported in this column and the corresponding dollar values represent the number of PSUs earned with respect to the fiscal 2021-2023 LTIPP performance period that will be paid in November 2023 and other unvested RSUs.

  95. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table sets forth certain information regarding the value realized by each named executive officer during fiscal 2023 upon the exercise of SARs and the vesting of PSUs and RSUs.

  96. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting(4) | | Name | (#) | ($) | (#) | ($) | | Guillermo Novo | - | - | 97,401 | 10,619,435 | | J. Kevin Willis | 25,426 | 1,012,209 | 17,527 | 1,919,839 | | Osama. M. Musa | - | - | 9,669 | 1,059,036 | | Min S. Chong | - | - | 6,953 | 758,338 | | Ashok Kalyana | - | - | 3,738 | 359,045 | | Xiao Lan Wang | - | - | 6,510 | 694,413 |

  97. OPTION EXERCISES AND STOCK VESTED

    (1) The amounts reported in this column represents the gross number of shares acquired upon exercise of SARs. (2) The amount reported in this column represents the value realized on the exercise of SARs. (3) The amounts reported in this column represent the gross number of shares that vested, without deduction for any shares withheld to satisfy tax withholding obligations, including the following RSU vestings: (i) Mr. Novo received (a) 69,092 shares with the value realized on vesting using the Ashland Common Stock closing price of $108.93 on November 14, 2022; (b) 4,736 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.68 on November 15, 2022; (c) 7,961 shares with the value realized on vesting using the Ashland Common Stock closing price of $110.74 on November 17, 2022; (d) 6,470 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.88 on November 18, 2022; (e) 9,115 shares with the value realized on vesting using the Ashland Common Stock closing price of $106.31 on December 15, 2022; and (f) 27 shares with the value realized on vesting using the Ashland Common Stock closing price of $106.21 on December 16, 2022. (ii) Mr. Willis received (a) 11,390 shares with the value realized on vesting using the Ashland Common Stock closing price of $108.93 on November 14, 2022; (b) 1,548 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.68 on November 15, 2022; (c) 2,557 shares with the value realized on vesting using the Ashland Common Stock closing price of $110.74 on November 17, 2022; (d) 2,032 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.88 on November 18, 2022; and (e) 25,426 shares with the value realized on vesting using the Ashland Common Stock closing price of $86.82 on September 1, 2023. (iii) Dr. Musa received (a) 6,306 shares with the value realized on vesting using the Ashland Common Stock closing price of $108.93 on November 14, 2022; (b) 853 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.68 on November 15, 2022; (c) 1,415 shares with the value realized on vesting using the Ashland Common Stock closing price of $110.74 on November 17, 2022; and 1,095 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.88 on November 18, 2022. (iv) Mr. Chong received (a) 632 shares with the value realized on vesting using the Ashland Common Stock closing price of $110.74 on November 21, 2022; (b) 875 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.88 on November 22, 2022; and (c) 5,446 shares with the value realized on vesting using the Ashland Common Stock closing price of $108.42 on January 3, 2023. (v) Mr. Kalyana received (a) 580 shares with the value realized on vesting using the Ashland Common Stock closing price of $110.74 on November 17, 2022; (b) 853 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.88 on November 18, 2022; (c) 275 shares with the value realized on vesting using the Ashland Common Stock closing price of $89.97 on August 3, 2023; and (d) 2,030 shares with the value realized on vesting using the Ashland Common Stock closing price of $86.03 on August 18, 2023. (vi) Ms. Wang received (a) 827 shares with the value realized on vesting using the Ashland Common Stock closing price of $111.88 on November 18, 2022; (b) 631 shares with the value realized on vesting using the Ashland Common Stock closing price of $110.76 on November 21, 2022; and (c) 5,052 shares with the value realized on vesting using the Ashland Common Stock closing price of $102.22 on February 22, 2023. (4) The amounts reported in this column represents the market value on the vesting date of the shares that vested, without regard to any related tax obligations. Market value was determined using the closing price per share of Ashland Common Stock on the vesting date.

  98. OPTION EXERCISES AND STOCK VESTED

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  99. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table sets forth certain information for each of the named executive officers regarding non-qualified deferred compensation for fiscal 2023:

  100. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions In Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions In Last FY ($) | Aggregate Balance at September 30, 2023 ($) | | Guillermo Novo | 332,124 | 232,312 | 42,644 | - | 1,448,712 | | J. Kevin Willis | - | 90,577 | (304,668) | - | 2,853,182 | | Osama M. Musa | 280,773 | 58,004 | 47,798 | - | 737,306 | | Min S. Chong | 87,401 | 43,085 | (2,657) | - | 279,538 | | Ashok Kalyana | 334,645 | 31,910 | 61,013 | - | 712,400 | | Xiao Lan Wang | 23,740 | 20,083 | 898 | - | 44,720 |

  101. NON-QUALIFIED DEFERRED COMPENSATION

    (1) The values relate to the Non-Qualified Defined Contribution Plan contribution equivalent to a base contribution of 4% and a matching contribution of 4% on annual incentive compensation and eligible earnings in excess of limits established under Code Section 401(a)(17) and not permitted in the qualified 401(k) plan. (2) Aggregate earnings are composed of interest, dividends, capital gains and appreciation/depreciation of investment results. These earnings are not included in the “Summary Compensation Table” in this Proxy Statement.

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  103. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table The following table summarizes the estimated amounts payable to each named executive officer in the event of a termination from employment or change in control as of September 30, 2023. A narrative description follows the table. Different termination events are identified in columns (b)-(g). Column (a) enumerates the types of potential payments for each named executive officer. As applicable, each payment or benefit is estimated across the table under the appropriate column or columns. These estimates are based on the assumption that the various triggering events occur on September 30, 2023, the last day of fiscal 2023. Other material assumptions used in calculating the estimated compensation and benefits under each triggering event are noted below. The actual amounts that would be paid to a named executive officer upon certain terminations of employment or upon a change in control can only be determined at the time an actual triggering event occurs.

  104. Potential Payments upon Termination or Change in Control Table

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  105. Potential Payments upon Termination or Change in Control Table

    | | Potential Payments upon Termination or Change in Control | | | | | | | Name/Kinds of Payments | Termination prior to a Change in Control of Company without Cause ($) | Death and Disability ($)(1) | Voluntary Resignation or Involuntary Termination for Cause ($)(2) | Retirement(3) | Change in Control without Termination ($)(4) | Termination after Change in Control of Company without Cause or by Executive for Good Reason ($)(5) | | Guillermo Novo | | | | | | | | Cash Severance(6) | 2,257,000 | - | - | - | - | 7,448,100 | | Restricted Stock(7) | 2,226,678 | 2,226,678 | - | - | - | 3,166,652 | | Performance Stock(8) | 4,812,831 | 4,812,831 | - | - | - | 7,335,109 | | Incentive Compensation(9) | 101,565 | 101,565 | - | 101,565 | 101,565 | 101,565 | | Welfare Benefit | 25,468 | - | - | - | - | 25,468 | | Outplacement | 5,200 | - | - | - | - | 5,200 | | Financial Planning | 26,000 | - | - | - | - | 26,000 | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | - | | Total | 9,454,742 | 7,141,074 | - | 101,565 | 101,565 | 18,108,094 | | J. Kevin Willis | | | | | | | | Cash Severance(6) | 945,405 | - | - | - | - | 2,395,026 | | Restricted Stock(7) | 689,543 | 689,543 | - | 689,543 | - | 972,761 | | Performance Stock(8) | 1,519,085 | 1,519,085 | - | 1,519,085 | - | 2,284,100 | | Incentive Compensation(9) | 42,544 | 42,544 | - | 42,544 | 42,544 | 42,544 | | Welfare Benefit | 33,855 | - | - | - | - | 33,855 | | Outplacement | 5,200 | - | - | - | - | 5,200 | | Financial Planning | 15,000 | - | - | - | - | 15,000 | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | - | | Total | 3,250,631 | 2,251,171 | - | 2,251,171 | 42,544 | 5,748,486 | | O. Musa | | | | | | | | Cash Severance(6) | 764,145 | - | - | - | - | 1,783,005 | | Restricted Stock(7) | 383,079 | 383,079 | - | - | - | 383,079 | | Performance Stock(8) | 829,297 | 829,297 | - | - | - | 829,297 | | Incentive Compensation(9) | 28,656 | 28,656 | - | 28,656 | 28,656 | 28,656 | | Welfare Benefit | 20,684 | - | - | - | - | 20,684 | | Outplacement | 5,200 | - | - | - | - | 5,200 | | Financial Planning | 15,000 | - | - | - | - | 15,000 | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | - | | Total | 2,046,061 | 1,241,032 | - | 28,656 | 28,656 | 3,064,921 | | Min S. Chong | | | | | | | | Cash Severance(6) | 670,920 | - | - | - | - | 1,431,296 | | Restricted Stock(7) | 852,331 | 852,331 | - | - | - | 852,331 | | Performance Stock(8) | 588,586 | 588,586 | - | - | - | 588,586 | | Incentive Compensation(9) | 20,128 | 20,128 | - | 20,128 | 20,128 | 20,128 | | Welfare Benefit | 33,667 | - | - | - | - | 33,667 | | Outplacement | 5,200 | - | - | - | - | 5,200 | | Financial Planning | 15,000 | - | - | - | - | 15,000 | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | - | | Total | 2,185,831 | 1,461,045 | - | 20,128 | 20,128 | 2,946,207 | | A. Kalyana | | | | | | | | Cash Severance(6) | 654,945 | - | - | - | - | 1,397,216 | | Restricted Stock(7) | 605,657 | 605,657 | - | - | - | 605,657 | | Performance Stock(8) | 471,865 | 471,865 | - | - | - | 471,865 | | Incentive Compensation(9) | 268,162 | 268,162 | - | 268,162 | 268,162 | 268,162 | | Welfare Benefit | 33,667 | - | - | - | - | 33,667 | | Outplacement | 5,200 | - | - | - | - | 5,200 | | Financial Planning | 15,000 | - | - | - | - | 15,000 | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | - | | Total | 2,054,496 | 1,345,685 | - | 268,162 | 268,162 | 2,796,767 | | X. Wang(11) | | | | | | | | Cash Severance(6) | - | - | - | - | - | - | | Restricted Stock(7) | - | - | - | - | - | - | | Performance Stock(8) | 463,452 | - | - | - | - | 463,452 | | Incentive Compensation(9) | - | - | - | - | - | - | | Welfare Benefit | - | - | - | - | - | - | | Outplacement | - | - | - | - | - | - | | Financial Planning | - | - | - | - | - | - | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | - | | Total | 463,452 | - | - | - | - | 463,452 |

  106. Potential Payments upon Termination or Change in Control Table

    For purposes of the information reported in this column, it is assumed that the NEO incurred a disabling event and termination of employment on September 30, 2023. Executives receive benefits pursuant to Ashland’s standard Long-Term Disability Plan which applies to substantially all of Ashland’s employees. Subject to coordination with other income received while disabled, the Long-Term Disability Plan provides a benefit equal to 60% of base compensation and is limited in 2023 to $12,000 per month. If the NEO died, his or her beneficiaries would receive the same accelerated vesting of the Performance Units as the named executive officer would in the event of disability. Under the EPIRP award agreements, if a NEO is terminated due to disability, the entire award will vest.

  107. Potential Payments upon Termination or Change in Control Table

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  108. Potential Payments upon Termination or Change in Control Table

    Ashland does not maintain any plans or arrangements that would provide additional or enhanced benefits to the NEOs solely as a result of a voluntary termination of employment. The requirements for retirement and receiving benefits under the retirement plans are 55 years of age or older and 10 years of service with the Company. (4) For purposes of the information reported in this column, it is assumed that all equity and non-equity awards are replaced, substituted or assumed in connection with the change in control. Under the Employees’ Deferral Plan, in the event of a change in control, the named executive officers will receive an automatic lump sum distribution of the benefit for deferrals made before January 1, 2005. Deferrals made on or after January 1, 2005 will not be automatically distributed upon a change in control, but rather will be distributed pursuant to each employee’s election and valued at the time of the distribution. To the extent that an executive’s account is invested in hypothetical shares of Ashland Common Stock, those shares would be valued at the highest price for which Ashland Common Stock closed during the 30 days preceding the change in control. Under the NQDCP, a participant will become 100% vested in his or her accounts upon a change in control. (5) A termination after a change in control assumes a termination at September 30, 2023 and the change in control occurring at an earlier time. Therefore, the amounts provided in this column include the amounts provided in the “Change in Control without Termination” column. (6) Represents amounts and benefits payable or provided pursuant to the Senior Leadership Severance Plan, as applicable, each as described further below, financial planning services provided pursuant to Ashland policy for any NEOs without a change in control agreement, and payment for accrued but unused vacation time for each of our NEOs, in accordance with Ashland policy. (7) Pursuant to the RSU award agreements under the 2018 Omnibus Plan and 2021 Omnibus Plan, provided such RSUs are assumed or replaced in connection with a change in control, RSUs only become immediately vested upon a qualifying termination in the two-year period following a change in control. Additionally, under the 2018 Omnibus Plan and 2021 Omnibus Plan, unvested RSUs will be pro-rated through the last day worked and the vesting would be accelerated. Finally, as part of the Senior Leadership Severance Plan, the Compensation Committee approved the acceleration of a pro-rated amount of RSUs in the case of a termination without cause. As such, that accelerated number is included in the “Termination prior to a “Change in Control of Company without Cause” column. Values provided are based on the closing price of Ashland Common Stock of $81.68 as reported on the NYSE on September 29, 2023. (8) The LTIPP amounts identified in all of the columns are based on the actual results for the fiscal 2021-2023 performance period as this performance period is complete (payout at 34.3%) and target results for the fiscal 2022-2024 and 2023-2025 performance periods, as these performance periods are not complete. If one of the events represented by the columns titled “Termination prior to a Change in Control of Company without Cause,” “Death and Disability,” and “Retirement” occurred, the payments would be prorated based on service during the performance period. If a Termination after Change in Control of the Company without cause or by the Executive for Good Reason occurred, the payments would NOT be prorated. The amounts reported in the columns titled “Change in Control without Termination,” and “Termination after Change in Control of the Company without cause or by the Executive for Good Reason” pertain to the LTIPP PSUs. Pursuant to the 2018 Omnibus Plan and the 2021 Omnibus Plan and the PSU award agreements thereunder, in the event of a change in control prior to the vesting date for the fiscal 2022-2024 and 2023-2025 LTIPP PSUs, if provision for the assumption or substitution of the PSUs is made, then the PSUs will convert into a number of time-based, stock settled RSUs, with such number determined based upon actual achievement of the performance goals through the date of the change in control (without pro-ration), and such RSUs shall continue to vest; provided that, in the event that the participant’s service is terminated without cause or for “good reason,” and not as a result of the NEO’s disability or death, during the two-year period beginning on the date of the change in control, then such RSUs shall immediately vest in full upon the date of such termination. (9) The amounts identified in the Incentive Compensation row of the columns titled “Termination prior to a Change in Control of Company without Cause,” “Death and Disability,” and “Retirement” represent a payment of the fiscal 2023 annual incentive compensation based on actual results for the entire performance period. Upon a change in control, in the Compensation Committee’s discretion, the incentive award will vest based on the greater of actual results or pro-rated target performance. The amounts identified in the Incentive Compensation row of the “Change in Control without Termination” column are based on actual performance for the 2023 annual incentive award without pro-ration since the entire performance period was completed as of September 30, 2023. (10) Mr. Novo is over his Parachute Limit under Sections 4999 and 280G of the Internal Revenue code if a CIC occurs with a qualifying termination. However, a reduction in payments will not result in a greater overall net after-tax benefit, so a cutback will not be applied. (11) Future potential payouts remain for Ms. Wang’s PSU awards which were granted on November 18, 2021 and November 17, 2022. Based on the amount of time Ms. Wang was employed during these award periods, she is eligible to receive 2,167 and 922 shares, respectively, assuming 100% achievement of company RONA and RTSR metrics. Any payments issued to Ms. Wang in relation to these future PSU vestings through December 2025 would include protection of any duplicate taxes owed.

  109. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Guillermo Novo, our Chair and Chief Executive Officer. For fiscal 2023, • The median of the annual total compensation of all employees of our company (other than our CEO) was $71,395; and • The annual total compensation of our CEO, as reported in the “Summary Compensation Table” on page 35 of this Proxy Statement was $6,971,609. Based on this information for fiscal 2023, the ratio of the annual total compensation of Mr. Novo to the median of the annual total compensation of all employees was 97.65:1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee” for this purpose, the methodology and the material assumptions, adjustments and estimates that were used were as follows: • Our employee population and company structure did not significantly change from our determination of CEO pay ratio in July 2022. During our last calculation of this ratio, we selected July 31, 2022 as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations. • We determined that, as of July 31, 2023, our employee population for pay ratio disclosure purposes consisted of approximately 3,800 employees. We applied the 5% exclusion rule to employees in certain jurisdictions outside of the U.S. which eliminated 168 employees in the following countries: Argentina – 5, Australia – 3, Austria – 1, Colombia – 7, Czech Republic – 1, Hungary – 1, Indonesia – 7, Ireland – 19, Italy – 12, Japan – 15, Philippines – 2, Singapore – 9, South Korea – 14, Spain – 5, Sweden – 1, Switzerland – 20, Taiwan – 1, Thailand – 16, Turkey – 22, United Arab Emirates – 4 and Vietnam – 3. We did not include workers employed and compensated by a third party. • To identify the median employee from our employee population, we used compensation consisting of base wages, overtime, shift differentials, lump sum merit payments, designated paid time off, including holiday pay, bereavement pay, vacation pay, and annual cash incentive. In making these determinations, we took actual pay from August 1, 2022 to July 31, 2023 without annualization. We did not utilize any statistical sampling or cost-of-living adjustments when identifying the median employee. We converted all eligible earnings to U.S. dollars.

  110. CEO PAY RATIO

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  111. CEO PAY RATIO

    Based on the CEO pay ratio calculated in July 2022, we updated our median employee annual total compensation to the $71,395 for July 2023. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above, which were chosen from a wide range of permissible methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions, and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  112. CEO PAY RATIO

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  113. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the relationship between executive compensation actually paid and the financial performance of the Company in accordance with SEC rules. It includes compensation for our Principal Executive Officer (“PEO”), Mr. Guillermo Novo, and the average compensation for all other NEOs, or the non-PEO NEOs.

  114. Pay Versus Performance Table

    Pay Versus Performance Table

  115. Pay Versus Performance Table

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Adjusted EBITDA (millions)(4) | | | | | | | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,971,609 | $239,756 | $2,180,569 | $607,649 | $120 | $135 | $178 | $452 | | 2022 | $9,317,202 | $12,896,115 | $2,070,778 | $2,629,583 | $137 | $114 | $927 | $625 | | 2021 | $7,597,903 | $9,133,390 | $1,718,056 | $1,937,347 | $127 | $128 | $220 | $568 |

  116. Pay Versus Performance Table

    (1) The following individuals are our PEO and other NEOs for each fiscal year:

  117. Pay Versus Performance Table

    | Fiscal Year | PEO(s) | Non-PEO NEOs | | 2023 | Guillermo Novo | J. Kevin Willis, Osama M. Musa, Min S. Chong, Ashok Kalyana, Xiao L. Wang | | 2022 | Guillermo Novo | J. Kevin Willis, Osama M. Musa, Min S. Chong, Ashok Kalyana | | 2021 | Guillermo Novo | J. Kevin Willis, Osama M. Musa, Min S. Chong, Eric N. Boni, Peter J. Ganz, Keith C. Silverman |

  118. Pay Versus Performance Table

    (2) Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  119. Pay Versus Performance Table

    | | FY 2021 | | FY 2022 | | FY 2023 | | | Adjustments | PEO | Avg. non-PEO NEO | PEO | Avg. non-PEO NEO | PEO | Avg. non-PEO NEO | | Summary Compensation table total for applicable year. | $7,597,903 | $1,718,056 | $9,317,202 | $2,070,778 | $6,971,609 | $2,180,569 | | Decrease for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | ($5,070,529) | ($689,800) | ($5,813,052) | ($1,091,034) | ($5,454,895) | ($1,266,710) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End. RSU values include RSUs attributable to reinvested Dividend Equivalents | $5,552,278 | $763,999 | $5,496,450 | $1,031,613 | $2,480,910 | $434,862 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $0 | $0 | $0 | $0 | $0 | $29,299 | | Increase (decrease) for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $613,358 | $75,953 | $3,309,374 | $368,466 | ($5,624,508) | ($809,270) | | Increase (decrease) for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | $440,380 | $87,417 | $586,141 | $78,210 | $1,619,255 | $76,486 | | Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $0 | ($26,335) | $0 | $0 | $0 | ($56,609) |

  120. Pay Versus Performance Table

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  121. Pay Versus Performance Table

    | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $0 | $0 | $0 | $0 | $247,385 | $19,022 | | Increase (decrease) for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | $0 | $8,057 | $0 | $171,550 | $0 | $0 | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $9,133,390 | $1,937,347 | $12,896,115 | $2,629,583 | $239,756 | $607,649 |

  122. Pay Versus Performance Table

    TSR is cumulative for the measurement periods beginning on October 1, 2020, and ending on September 30, 2021, September 30, 2022, and September 30, 2023, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group TSR column consists of 57 companies within the S&P 500 Materials (large-cap) and the S&P MidCap 400 Materials (our “Peer Group – Materials”), which is the industry specific peer group in our 10-K. (4) “Adjusted EBITDA” is a non-GAAP measure used for purposes of our Annual Incentive Plan. A reconciliation of this non-GAAP financial measure to results in accordance with GAAP can be found in Appendix to this Proxy Statement.

  123. Pay versus Performance Relationship

    Pay versus Performance Relationship See the Compensation Discussion & Analysis on page 20 for a description of how our Compensation Committee assesses the relationship between executive compensation and performance. The chart below provides a comparison between (i) the total stockholder return of Ashland and our Peer Group – Materials assuming a fixed $100 initial investment on October 1, 2020 and reinvestment of dividends, and (ii) the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023.

  124. Pay versus Performance Relationship

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  125. Pay versus Performance Relationship

    | | FY 2020 | FY 2021 | FY 2022 | FY 2023 | | Ashland TSR | $100 | $127 | $137 | $120 | | Peer Group - Materials TSR | $100 | $128 | $114 | $135 | | PEO Compensation Actually Paid | | $9,133,390 | $12,896,115 | $239,756 | | Avg non-PEO NEO Compensation Actually Paid | | $1,937,347 | $2,629,583 | $607,649 |

  126. Pay versus Performance Relationship

    The chart below provides a comparison between (i) Ashland’s Adjusted EBITDA and (ii) compensation actually paid to our PEO and average compensation actually paid to our non-PEO NEOs for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023.

  127. Pay versus Performance Relationship

    | | FY 2021 | FY 2022 | FY 2023 | | Adj. EBITDA (in millions) | $568 | $625 | $452 | | PEO Compensation Actually Paid | $9,133,390 | $12,896,115 | $239,756 | | Avg non-PEO NEO Compensation Actually Paid | $1,937,347 | $2,629,583 | $607,649 |

  128. Pay versus Performance Relationship

    The chart below provides a comparison between (i) Ashland’s Net Income and (ii) compensation actually paid to our PEO and average compensation actually paid to our non-PEO NEOs for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023.

  129. Pay versus Performance Relationship

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  130. Pay versus Performance Relationship

    | | FY 2021 | FY 2022 | FY 2023 | | Net Income (in millions) | $220 | $927 | $178 | | PEO Compensation Actually Paid | $9,133,390 | $12,896,115 | $239,756 | | Avg non-PEO NEO Compensation Actually Paid | $1,937,347 | $2,629,583 | $607,649 |

  131. DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

    DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND The following table shows, as of November 30, 2023, the beneficial ownership of Ashland Common Stock by each Ashland director, director nominee and each Ashland executive officer named in the “Summary Compensation Table” of this Proxy Statement and the beneficial ownership of Ashland Common Stock by the directors and executive officers of Ashland as a group.