DEF 14A of Ashland Inc., Dec 9, 2024

DEF 14A of Ashland Inc.

Filed Dec 9, 2024 · FY20240000950170-24-134511

Open on EDGAR

  1. 2024 annual non-employee director compensation program

    2024 annual non-employee director compensation program annual cash retainer The following table sets forth the annual cash retainers for the Board and the additional cash retainers paid to the Lead Independent Director and committee chairs under the 2024 non-employee director compensation program:

  2. 2024 annual non-employee director compensation program

    | Retainer Type | Annually | | Director Retainer | $100,000 | | Lead Independent Director Retainer | $35,000 | | Audit Committee Chair Retainer | $20,000 | | All Other Committees Chair Retainer | $15,000 |

  3. 2024 annual non-employee director compensation program

    restricted stock units Under the 2024 non-employee director compensation program, directors also receive an annual grant of restricted stock units having an aggregate value on the grant date of $150,000 (pro-rated as applicable for less than a full year of service). The restricted stock units vest one year after date of grant. Upon the payment of dividends on the Company’s common stock, directors receive dividend equivalents in the form of additional restricted stock units. Upon a “change in control” of Ashland, the restricted stock units immediately vest. deferred compensation plan Non-employee directors are eligible to participate in the Deferred Compensation Plan for Non-Employee Directors, a non-qualified deferred compensation plan. Non-employee directors who make an election to defer part or all of any annual cash retainer may have the deferred amounts held as common stock units (share equivalents) in a hypothetical Ashland Common Stock Fund or invested under the other available investment options under the Directors’ Deferral Plan. The payout of the amounts deferred occurs upon termination of service by the director. Directors may elect to receive the payout in a single lump sum or in installments not to exceed 15 years. Upon a “change in control” of Ashland (as defined in the Deferred Compensation Plan for Non-Employee Directors), amounts deferred in a director’s deferral accounts will be distributed pursuant to each director’s election and valued at the time of the distribution.

  4. 2024 director compensation table

    2024 director compensation table The following table provides the compensation paid to Ashland’s non-employee directors for fiscal 2024:

  5. 2024 director compensation table

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Susan L. Main | 130,343 | 149,958 | — | 280,301 | | Steven D. Bishop | 100,000 | 149,958 | — | 249,958 | | Sanat Chattopadhyay | 88,425 | 149,958 | — | 238,383 | | Suzan F. Harrison | 110,343 | 149,958 | — | 260,301 | | Wetteny Joseph | 100,000 | 149,958 | — | 249,958 | | Sergio Pedreiro | 113,791 | 149,958 | — | 263,749 | | Jerome A. Peribere | 115,000 | 149,958 | — | 264,958 | | Janice J. Teal | 115,000 | 149,958 | — | 264,958 | | Scott A. Tozier | 46,154 | 106,951 | — | 153,105 | | Ashish K. Kulkarni | 40,385 | 98,313 | — | 138,698 | | Brendan M. Cummins(1) | 35,701 | — | — | 35,701 | | Jay V. Ihlenfeld(1) | 41,909 | — | — | 41,909 |

  6. 2024 director compensation table

    (1) Mr. Cummins and Dr. Ihlenfeld did not stand for re-election at the Annual Meeting on January 23, 2024. (2) Mr. Tozier and Dr. Kulkarni received prorated fees based on their appointment dates of April 15, 2024 and May 6, 2024, respectively. For fiscal 2024 Dr. Teal and Messrs. Bishop, Chattopadhyay and Ms. Harrison each elected to defer all of their fees into the Directors’ Deferral Plan. The values reported in this column represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2024 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. Tozier and Dr. Kulkarni, each continuing non-employee director received a grant of 1,897 restricted stock units of Ashland Common Stock in the Directors’ Stock Plan on January 23, 2024. The grant date fair value per share of each restricted stock unit was $79.05 per share of Ashland Common Stock. Mr. Tozier received a pro-rated grant of 1,143 restricted stock units rounded down to the nearest whole share of Ashland Common Stock in the Directors’ Stock Plan on April 15, 2024, with a grant date fair value per share of restricted stock unit of $93.57 per share of Ashland Common Stock. Dr. Kulkarni received a pro-rated grant of 1,010 restricted stock units rounded down to the nearest whole share of Ashland Common Stock in the Directors’ Stock Plan on May 6, 2024, with a grant date fair value per share of restricted stock unit of $97.34 per share of Ashland Common Stock. The G&N Committee identifies, evaluates, and recommends to the Board qualified director candidates to be nominated for election at each annual meeting of stockholders. The G&N Committee selects each director nominee based on the nominee’s skills, achievements and experience. The G&N Committee reviews all director candidates in accordance with its charter and Ashland’s Corporate Governance Guidelines and will identify qualified individuals consistent with criteria approved by the Board. The G&N Committee has sole discretion and authority to retain, compensate, and terminate independent professional search firms to identify and suggest director candidates from time to time. During fiscal year 2024, the G&N Committee retained Egon Zehnder, an independent executive search firm, to assist with its director search. As a result, Ashish K. Kulkarni, Ph.D. was identified by Egon Zehnder and recommended by the G&N Committee to be elected to the Board in May 2024. Scott A. Tozier, who was elected to the Board in April 2024, was brought to the attention of the G&N Committee by a non-management member of the Board. Stockholders may also recommend director candidates by providing prior written notice to the G&N Committee. Page 77 of this Proxy Statement provides important information for stockholders seeking to submit a potential candidate or candidates for consideration for election at the 2026 Annual Meeting.

  7. director nominee skills and qualifications

    director nominee skills and qualifications The G&N Committee strives to select individuals as director nominees who exhibit the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective in serving the interests of Ashland’s stockholders. The following matrix identifies certain skills and experience that the G&N Committee and the Board believe that the Board, as a collective group must have for the effective oversight of Ashland and our strategy. The table is intended to serve as a high-level summary and not an exhaustive list of each director nominee's skills, capabilities or contributions to the Board. The biographies of the director nominees on page 20 includes more information about our directors’ relevant skills, experience and qualifications.

  8. director nominee skills and qualifications

    | | | | | | | | | | | | | experience and skills relevant to oversight and governance | | | | | | | | | | | | CEO experience: past or current experience serving as a public company CEO | | | | | | | | | | | | corporate governance: governance expertise gained through board service or experience as a public company executive | | | | | | | | | | | | financial/accounting: experience in a financial leadership role (i.e., CFO, CAO, Controller, etc.) requiring an understanding of financial statements, financial reporting, financial transactions, and capital allocation | | | | | | | | | | | | cybersecurity and information technology: experience overseeing an information technology program and managing cybersecurity risks | | | | | | | | | | | | legal/regulatory/public policy: experience with governmental regulations applicable to the company’s industry, experience in legal and regulatory compliance, lobbying, advocacy and government relations | | | | | | | | | | | | experience and skills relevant to oversight of our strategy | | | | | | | | | | | | chemicals industry: demonstrated experience working the in the chemicals industry | | | | | | | | | | | | manufacturing/operational experience: senior leadership experience managing and/or overseeing the manufacturing operations/supply chain of a private or public company | | | | | | | | | | | | global business strategy and management: experience driving business success in global markets, with an understanding of global issues that affect our company | | | | | | | | | | | | business development, M&A: experience leading growth through acquisitions and other business combinations | | | | | | | | | | | | sales and marketing: senior level experience managing sales and marketing strategies relevant to our business | | | | | | | | | | | | sustainability: experience in operating a sustainable business and/or the oversight of environmental matters and corporate responsibility | | | | | | | | | | | | technology & innovation: experience developing and assessing new product designs and technological trends and/or efficiency improvements through technology | | | | | | | | | | | | investor engagement: experience communicating with analysts and shareholders | | | | | | | | | | | | human capital management: experience in organizational management and talent development, compensation matters and oversight of social issues, such as diversity and inclusion | | | | | | | | | | |

  9. director nominee skills and qualifications

    proposal one — election of directors

  10. overview

    overview Stockholders are being asked to elect nine directors. The nine individuals nominated by the Board for election as directors at the 2025 Annual Meeting are Steven D. Bishop, Sanat Chattopadhyay, Suzan F. Harrison, Ashish K. Kulkarni, Susan L. Main, Guillermo Novo, Sergio Pedreiro, Jerome A. Peribere and Scott A. Tozier, Wetteny Joseph and Janice J. Teal are not standing for re-election at the Annual Meeting, and as a result, on November 13, 2024, the Board reduced the size of the Board from eleven to nine, effective immediately after the Annual Meeting. Each of the director nominees satisfies the independence criteria set forth in the corporate governance standards of the New York Stock Exchange, other than Mr. Novo, Ashland’s Chair of the Board and Chief Executive Officer.

  11. required vote

    required vote As provided under Article V of Ashland’s Certificate of Incorporation, the affirmative vote of a majority of votes cast with respect to each director nominee will be required for the nominee to be elected. A majority of votes cast means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that director nominee. Abstentions and broker non-votes will not be counted as votes cast either for or against the nominees and will have no effect on the election of nominees. Pursuant to Ashland’s Certificate of Incorporation, any nominee who is serving as a director at the time of an uncontested election who fails to receive a greater number of votes “for” his or her election than votes “against” his or her election shall submit an offer to resign from the Board no later than two weeks after the certification of the stockholder vote. Pursuant to the Board of Directors’ resignation policy, which is included in Ashland’s Corporate Governance Guidelines and published on Ashland’s website (http://investor.ashland.com)), the Board will decide, through a process managed by the G&N Committee, whether to accept the resignation within 90 days following the date of the stockholder meeting. The Company will then promptly disclose the Board’s decision and reasons therefor. As a condition to his or her nomination, each person nominated by the G&N Committee must agree in advance to abide by the policy. All nine of your Board’s director nominees have agreed to abide by the policy. If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., FOR the nine nominees proposed by your Board and named in this Proxy Statement. Should any of your Board’s nominees be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies named on your proxy card may vote for a replacement nominee recommended by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

  12. required vote

    | The Board of Directors unanimously recommends that stockholders vote FOR each of our nine nominees for director. |

  13. required vote

    The following sets forth information as to each director nominee for election, including their age, experience (including principal occupation during the past five years, current public company directorships and public company directorships held during the past five years), and qualifications:

  14. required vote

    | Steven D. Bishop | | | principal occupation: Independent Director director since: 2022 age: 60 independent: Yes | professional experience: Steven D. Bishop, retired from Procter & Gamble (NYSE: PG) in 2022 as Chief Executive Officer of Procter and Gamble Healthcare, a role that he held since 2019. Mr. Bishop joined Procter & Gamble in 1986 and spent nearly 36 years with Procter & Gamble in various senior leadership roles, including Group President from 2015 to 2018. education: Mr. Bishop holds a Bachelor of Science degree in Agricultural Economics from Purdue University. other public company boards: None director qualifications: Mr. Bishop has significant knowledge and expertise in global P&L management, strategy development, innovation, marketing and brand management, operations, and organization development across varying countries and cultures, including public company chief executive officer experience. board committees: o Compensation Committee o Environmental, Health, Safety and Quality Committee |

  15. required vote

    | Sanat Chattopadhyay | | | principal occupation: Executive Vice President and President, Merck & Co., Inc. director since: 2023 age: 65 independent: Yes | professional experience: Sanat Chattopadhyay is the Executive Vice President and President, Manufacturing Division of Merck & Co. (“Merck”) (NYSE: MRK), a global biopharmaceutical company, a position he has held since 2016. From 2009 to 2016, Mr. Chattopadhyay served as the Senior Vice President of Operations at Merck. Prior to joining Merck, Mr. Chattopadhyay served in various senior executive roles at Wyeth Pharmaceuticals. education: Mr. Chattopadhyay holds a Bachelor of Science degree in Chemical Engineering from Jadavpur University, Kolkata, India and a post-graduate degree in Industrial Engineering from the Indian Institute of Management (IIM Mumbai), formerly known as the National Institute for Training in Industrial Engineering (NITIE Mumbai). other public company boards: None. director qualifications: Mr. Chattopadhyay brings extensive leadership and business knowledge and experience, including, but not limited to, experience in international business operations, global supply chain management, innovation, P&L management, mergers and acquisitions and strategy development and execution. board committees: o Environmental, Health, Safety and Quality Committee o Governance and Nominating Committee |

  16. required vote

    | Suzan F. Harrison | | | principal occupation: Independent Director director since: 2022 age: 67 independent: Yes | professional experience: Suzan F. Harrison retired from the Colgate Palmolive Company (NYSE: CL) in 2019 as President of Global Oral Care. From 1983 to 2019, Ms. Harrison held a variety of senior leadership positions at Colgate Palmolive including as President of Hill’s Pet Nutrition Inc. North America from 2009 to 2011. education: Ms. Harrison holds a Bachelor of Science degree in marketing and business from Binghamton University and a Master of Business Administration from the New York University’s Stern School of Business. other public company boards: Since May 2017, Ms. Harrison has served on the Board of Archer-Daniels-Midland (NYSE: ADM) and as Chair of the Sustainability and Technology Committee and as a member of the Audit Committee. Ms. Harrison also serves on the Board of Smurfit Westrock plc (NYSE: SW) and as a member of the Audit Committee and the Nominating and Corporate Governance Committee, roles she has held since January 2020. director qualifications: Ms. Harrison has extensive global business experience, consumer markets experience, as well as innovation experience and risk management experience. Ms. Harrison also brings significant experience gained from service on the board of directors of other public companies. board committees: o Compensation Committee o Governance and Nominating Committee |

  17. required vote

    | Ashish K. Kulkarni, Ph.D. | | | principal occupation: Chief Executive Officer of Kebotix, Inc. director since: 2024 age: 55 independent: Yes | professional experience: Dr. Ashish K. Kulkarni has served as the Chief Executive Officer of Kebotix, Inc., a startup company focused on commercializing artificial intelligence methods into new material commercialization since 2022. From 2020 to 2022, Dr. Kulkarni served as Executive Vice President and Chief Innovation Officer of GAF. From 2016 to 2019, Dr. Kulkarni served as the Executive Vice President and Chief Technology and Innovation Officer of Avantar, Inc. (NYSE: AVTR), a global manufacturer and distributor in the biopharmaceutical, healthcare, education and government and advanced technologies and applied materials industries. From 2010 to 2016, Dr. Kulkarni was Chief Technology and Innovation Officer of Celanese Corporation (NYSE: CE). Dr. Kulkarni also held various leadership positions at United Technologies Corporation, American Standard and General Electric (NYSE: GE). education: Dr. Kulkarni holds a Ph.D. in Chemical Engineering and a Master of Science in Chemical Engineering from Rensselaer Polytechnic Institute. other public company boards: None. director qualifications: Dr. Kulkarni brings significant experience over a 28-year career, in innovation models and methods, R&D, strategic planning, technology including cybersecurity, artificial intelligence and robotics technologies for materials, business transformation credentials, and diversity. board committees: o Compensation Committee o Environmental, Health, Safety and Quality Committee |

  18. required vote

    | Susan L. Main | | | principal occupation: Independent Director director since: 2017 age: 66 independent: Yes | professional experience: Susan L. Main retired from Teledyne Technologies Incorporated (NYSE: TDY) in 2023 as Senior Vice President and Chief Financial Officer. Prior to becoming Chief Financial Officer, she was Vice President and Controller of Teledyne 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 public company boards: Since September 2023, Ms. Main has served on the Board of Allegion PLC (NYSE: ADM) and as Chair of the Audit and Finance Committee. Ms. Main previously served on the Board of Garrett Motion Inc. (NASDAQ: GTX) from 2018 to 2021. director qualifications: Ms. Main brings significant management and public company financial experience and knowledge to the Board in the areas of operations, risk oversight and corporate governance. Ms. Main is also an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance and internal control over financial reporting in a public company environment. Ms. Main also brings significant experience gained from service on the board of directors of other public companies. board committees: o Compensation Committee (Chair) o Governance and Nominating Committee |

  19. required vote

    | Guillermo Novo | | | principal occupation: Chair of the Board and Chief Executive Officer of Ashland Inc. director since: 2019 age: 62 independent: No | professional experience: Guillermo Novo is Chief Executive Officer of Ashland since December 2019 and has served as Chair of the Board since May 2019. Prior to joining the Company, Mr. Novo served on the Board of Versum Materials, Inc. (NYSE: VSM), and as the President and Chief Executive Officer from 2016 to 2019. From 2014 to 2016, Mr. Novo was the Executive Vice President, Materials Technologies, of Air Products and Chemicals, Inc. (“Air Products”) (NYSE: APD). Mr. Novo joined Air Products in September 2012 as Senior Vice President Electronics, Performance Materials, Strategy and Technology. Prior to joining Air Products, Mr. Novo was Group Vice President of Dow Chemical Company (NYSE: DOW). Mr. Novo began his career in 1986 with Rohm and Haas Company (which merged with Dow in 2009) and served in various executive roles for 24 years. education: Mr. Novo holds a Bachelor of Science degree in industrial engineering from the University of Central Florida and a Master of Business Administration from the University of Michigan. other public company boards: Since February 2021, Mr. Novo has served on the Board of PPG Industries, Inc. (NYSE: PPG) and as Chair of the Audit Committee and as a member of the Human Capital Management and Compensation Committee. Mr. Novo previously served on the Board of Versum Materials Inc. (NYSE: VSM) from September 2016 to October 2019 and on the Board of Bemis Company Inc. (NYSE: BMS) and as a member of the Compensation, Nominating and Governance Committee from March 2018 to May 2019. director qualifications: 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, finance, accounting, risk oversight and corporate governance. Mr. Novo also brings significant experience gained from service on the board of directors of other public companies. |

  20. required vote

    | Sergio Pedreiro | | | principal occupation: Chief Financial Officer, New Wave Tech SA director since: 2023 age: 59 independent: Yes | professional experience: Sergio Pedreiro is the Chief Financial Officer of New Wave Tech SA since December 2022. Mr Pedreiro retired from Revlon, Inc. in 2020 as the Chief Operating Officer. From 2015 to 2019, Mr. Pedreiro served as the Chief Executive Officer of Estre Ambiental S.A. (NASDAQ: ESTRF) a waste management company in Brazil. From 2009 to 2014, Mr. Pedreiro served as the Chief Financial Officer of Coty Inc. (NYSE: COTY). education: Mr. Pedreiro holds a Bachelor of Science degree in Aeronautical Engineering from Instituto Tecnológico de Aeronáutica (ITA) in Brazil, and a Master of Business Administration from Stanford University. other public company boards: Since May 2022, Mr. Pedreiro has served on the Board of Eve Holding Inc. (NYSE: EVEX) a subsidiary of Embraer focused on advancing urban air mobility based on electric vertical-takeoff- and- landing vehicles (eVTOLs), and as Chair of the Audit Committee. Mr. Pedreiro previously served on the Board of Estre Ambiental, Inc. (NASDAQ: ESTRF) 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. Mr. Pedreiro is also an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance and internal control over financial reporting in a public company environment. Mr. Pedreiro also brings significant experience gained from service on the board of directors of other public companies. board committees: o Audit Committee (Chair) o Compensation Committee |

  21. required vote

    | Jerome A. Peribere | | | principal occupation: Independent Director director since: 2018 age: 70 independent: Yes | professional experience: Mr. Peribere retired from Sealed Air Corporation (NYSE: SEE) in December 2017 as President and Chief Executive Officer. Prior to becoming President and Chief Executive Officer, he was the President and Chief Operating Officer of Sealed Air. Prior to joining Sealed Air, Mr. Peribere worked at The Dow Chemical Company (NYSE: DOW) from 1977 to 2012. Mr. Peribere served in multiple managerial roles with Dow, including as Executive Vice President of Dow and President and Chief Executive Officer, Dow Advanced Materials, a unit of Dow, from 2010 to 2012. education: Mr. Peribere holds a degree in business economics and finance from the Institut D’Études Politiques in Paris, France. other public company boards: Since May 2013, Mr. Peribere has served on the Board of Xylem Inc. (NYSE: XYL) and as Chair of the Nominating and Governance Committee. Mr. Peribere previously served on the Board of Sealed Air Corporation (NYSE: SEE) from 2012 to 2017. director qualifications: Mr. Peribere has significant management and chemical industry experience. Mr. Peribere also has extensive experience in the areas of finance, international business operations, safety, environmental compliance, risk oversight and corporate governance. Mr. Peribere is also an expert in accounting and financial reporting and has significant knowledge and experience in accounting, finance and internal control over financial reporting in a public company environment. Mr. Peribere also brings significant experience gained from service on the board of directors of other public companies. board committees: o Governance and Nominating Committee (Chair) o Audit Committee |

  22. required vote

    | Scott A. Tozier | | | principal occupation: Strategic Advisor to the Chief Executive Officer of Albemarle Corporation director since: 2024 age: 58 independent: Yes | professional experience: Scott A. Tozier is the Strategic Advisor to the Chief Executive Officer of Albemarle Corporation (NYSE: ALB), a specialty chemicals manufacturing company, a role he has held since 2023. From 2011 to 2023, Mr. Tozier served as Executive Vice President and Chief Financial Officer of Albemarle Corporation. education: Mr. Tozier holds a Bachelor of Business Administration in Accounting and Information Systems Analysis and Design from the University of Wisconsin and a Master of Business Administration with an emphasis in Corporate Strategy and Finance from the University of Michigan. other public company boards: Since May 2024, Mr. Tozier has served on the Board of International Paper (NYSE: IP) and as a member of the Audit and Finance Committee and the Public Policy and Environment Committee. Mr. Tozier previously served on the Board of Garrett Motion Inc. (NASDAQ: GTX) and as Chair of the Audit and Finance Committee and a member of the Executive Compensation Committee from October 2018 to April 2021. director qualifications: Mr. Tozier brings significant experience over a 30-year career, in accounting, audit, corporate finance, risk management and executive leadership. board committees: o Environmental, Health, Safety and Quality Committee o Audit Committee |

  23. required vote

    | J. Kevin Willis | | | Senior Vice President and Chief Financial Officer | | | Mr. Willis, age 59, is Senior Vice President and Chief Financial Officer of Ashland, a position he has held since May 2013. Mr. Willis holds a Bachelor of Science degree in accounting from Eastern Kentucky University and a Master of Business Administration from the Kellogg School of Management at Northwestern University. | |

  24. required vote

    | Dr. Osama M. Musa | | | Senior Vice President and Chief Technology Officer | | | Dr. Musa, age 56, is Senior Vice President of Ashland, a position he has held since 2018 and Chief Technology Officer, a position he has held since 2016. Dr. Musa holds a Ph.D. in organic chemistry from Wayne State University, where he also completed a post- doctoral fellowship. In addition, he received an M.S. in macromolecular chemistry from the University of Detroit Mercy, an M.S. degree in heterocyclic organic chemistry from the University of Jordan, and a B.S. in chemistry from Yarmouk University in Jordan. | |

  25. required vote

    | Alessandra Faccin Assis | | | Senior Vice President and General Manager, Life Sciences and Intermediates | | | Ms. Faccin, age 46, is Senior Vice President and General Manager, Life Sciences and Intermediates of Ashland, a position she has held since June 2024. Prior to joining Ashland, Ms. Faccin served as President, Asia Pacific at Sealed Air Corporation from December 2021 to June 2024. She also served as Vice President, Treasurer from August 2020 to December 2021 and Vice President and General Manager, Product Care North America from January 2018 to July 2020. Ms. Faccin joined Sealed Air Corporation in 2013, and held multiple senior leadership positions, including head of corporate financial planning and analysis. She has also head a variety of positions at Dow Chemical and Rohm and Haas. Ms. Faccin holds a Bachelor of Science degree in Business Administration from Fundação Getúlio Vargas in Brazil, and an Executive Master of Business Administration from Universidade de São Paulo in Brazil. | |

  26. required vote

    | James P. Minicucci | | | Senior Vice President and General Manager, Personal Care | | | Mr. Minicucci, age 42, is Senior Vice President and General Manager, Personal Care of Ashland, a position he has held since April 2024. Previously, Mr. Minicucci served as Senior Vice President, Strategy, Mergers and Acquisitions, and Portfolio Management from May 2023 to May 2024. Previously, Mr. Minicucci served as the Senior Vice President and Global Head Specialty Gasesat MERCK KGaA, Darmstadt, Germany from October 2019 to May 2023. Prior to that he served as Vice President and General Manager of Process Materials, Asia at Versum Materials from October 2016 to October 2019. Mr. Minicucci holds a Bachelor of Science and a Master of Science degree in Chemical Engineering from Northeastern University. | |

  27. required vote

    | Dago Caceres | | | Senior Vice President and General Manager, Specialty Additives | | | Mr. Caceres, age 52, is Senior Vice President and General Manager, Specialty Additives of Ashland, a position he has held since April 2024. Previously, Mr. Caceres served as global strategy director, IFF Pharma Solutions, from February 2021 to April 2024. He served as global strategic marketing leader, DuPont from August 2019 to February 2021. He has also held a variety of leadership positions and has extensive experience working with chemical and science-driven companies, including Dow Chemical, FMC BioPolymer, and Rohm and Hass. Mr. Caceres holds a Bachelor of Science degree in Chemical Engineering from the National University of Colombia and a Master of Business Administration in International Business and Marketing from the Moore Schools of Business at the University of South Carolina. | |

  28. required vote

    | Karl Bostaph | | | Senior Vice President, Operations | | | Mr. Bostaph, age 60, is Senior Vice President, Operations of Ashland, a position he has held since August 2023. Previously, Mr. Bostaph served as Vice President, Global Manufacturing and Engineering Ashland from November 2018 to August 2023. He joined Ashland in 2008 and has over 37 years of experience in the chemicals industry. Mr. Bostaph holds a Bachelor of Science degree in chemistry and chemical engineering from the University of Pittsburgh. | |

  29. required vote

    | Robin E. Lampkin | | | Senior Vice President, General Counsel and Secretary | | | Ms. Lampkin, age 61, is Senior Vice President, General Counsel and Secretary of Ashland, positions she has held since August 2023. Previously, Ms. Lampkin served as Vice President, Associate General Counsel, Chief Compliance Officer from January 2021 to August 2023. Prior to that, Ms. Lampkin served as Assistant General Counsel for Ashland’s Environmental, Product Regulatory, Trade and Governmental Affairs from January 2019 to January 2021. Ms. Lampkin joined Ashland in 1991 and during her 32-year tenure has held multiple leadership roles and has been active in tort litigation and global environmental regulatory and remediation. Ms. Lampkin holds a Bachelor of Arts in Criminology and a Juris Doctorate from Ohio State University. | |

  30. required vote

    | Eileen Drury | | | Senior Vice President and Chief Human Resources Officer | | | Ms. Drury, age 56, is Senior Vice President and Chief Human Resources Officer of Ashland, a position she has held since November 2021. Previously, Ms. Drury held multiple leadership roles at Ashland, including Vice President Human Resources from August 2020 to November 2021 and Director, Human Resources from April 2019 to August 2020. Ms. Drury also served as an HR Business Partner for various groups within Ashland from 2011 to 2019. Ms. Drury holds a Master of Arts in Business Administration and Management and a Bachelor of Arts from Fairleigh Dickinson University. | |

  31. required vote

    | Eric N. Boni | | | Vice President, Finance and Principal Accounting Officer | | | Mr. Boni, age 55, is Vice President, Finance and Principal Accounting Officer of Ashland, a position he has held since January 2020. Previously, Mr. Boni served as Vice President, Finance from January 2019 to January 2020 and Vice President, Finance and Treasurer from September 2016 to January 2019. Mr. Boni holds a Bachelor of Science degree in finance from Miami (Ohio) University and a Master of Business Administration in finance and decision and information systems from Indiana University. | |

  32. required vote

    This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs and the compensation decisions made by the Compensation Committee under those programs. This CD&A focuses on the compensation of our named executive officers (“NEOs”) for fiscal 2024, who were:

  33. required vote

    | Name | Title | | Guillermo Novo | Chair of the Board and Chief Executive Officer (“CEO”) | | J. Kevin Willis | Senior Vice President and Chief Financial Officer (“CFO”) | | Alessandra Faccin Assis | Senior Vice President and GM, Life Sciences and Intermediates | | Dr. Osama M. Musa | Senior Vice President and Chief Technology Officer | | Karl Bostaph | Senior Vice President Operations & Manufacturing | | Min S. Chong(1) | Former, Senior Vice President and GM Personal Care and Specialty Additives |

  34. required vote

    (1) In connection with a corporate reorganization, Mr. Min S. Chong was separated from the Company on April 30, 2024 and entered into a Separation and General Release Agreement (the “Separation Agreement”) with the Company as described herein.

  35. compensation philosophy

    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:

  36. compensation philosophy

    | 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) or for other fraud, material misrepresentation; material financial, reputational, or other harm; willful and material violations of code of conduct or other such policies; violation of restrictive covenants/agreements or other reasons for termination for cause. | | 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. |

  37. elements of compensation and link to company performance

    | 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 higher or 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”). Actual performance incentive amounts may be higher or lower than target based on the achievement of certain Company performance goals. |

  38. elements of compensation and link to company performance

    | | 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, Portfolio Restructuring and Innovation Revenue(1) with an EHS/ safety modifier | Return on Net Assets (“RONA”)(1) 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 |

  39. fiscal year 2024 compensation structure decisions

    (1) Mr. Bostaph’s base salary was adjusted in fiscal 2024 in connection with Mr. Bostaph’s additional responsibility to oversee the management of global sourcing and supply chain. Mr. Chong’s base salary was adjusted in fiscal 2024 in connection with Mr. Chong’s additional responsibility to oversee the management of the Company’s Personal Care business unit in addition to Specialty Additives. 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.

  40. fiscal year 2024 incentive plan designs and performance-related payouts

    fiscal year 2024 incentive plan designs and performance-related payouts annual and long-term incentive metrics and goals Based on a review of the annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, the Compensation Committee annually approves the financial performance metrics that will be used to measure performance in our annual and long-term incentive arrangements as well as the relative weighting that will be assigned to each metric. The Compensation Committee then approves threshold, target and maximum performance levels for each performance metric. The Compensation Committee seeks to establish corporate performance goals that are challenging yet attainable. For our fiscal 2024 Annual Incentive Plan (“Annual Incentive Plan”) and Long-Term Incentive Performance Plan (“LTIPP”), the Compensation Committee approved the following performance metrics in November 2023 for the reasons noted below:

  41. fiscal year 2024 incentive plan designs and performance-related payouts

    | | 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(1) | • An important measurement of Ashland’s ability to generate revenue from new products introduced | | | Portfolio Restructuring | • Focus on strategic restructuring efforts to ensure product portfolio aligned with strategic direction | | | Environmental Health and Safety • Total Preventable Recordable Rate (“TPRR”) • Process Safety (“PSI”) • Spills and Releases (“EIC”) • 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 (“rTSR”) | • Measures performance against our Performance Peer Group and stockholder value creation |

  42. fiscal year 2024 incentive plan designs and performance-related payouts

    (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. adjustments to reported financial results The Compensation Committee reviews our financial performance following the end of the fiscal year and determines the financial performance score. The Compensation Committee retains the authority to make adjustments to our reported financial results for items causing significant differences from assumptions contained in our annual operating plan which could include among other items certain environmental reserves, restructuring and severance costs for significant business model redesign events, unrealized gain on securities, accelerated amortization of debt issuance costs, debt financing costs, uncertain tax positions, other tax reform related activities and use of a constant foreign exchange rate (see appendix A). The Compensation Committee has adopted a set of guidelines to help it evaluate potential adjustments. Adjustments to reported financial results are intended to better reflect executives’ line of sight and ability to affect performance results, align award payments with decisions that support the annual operating plan, avoid artificial inflation or deflation of awards due to unusual or non-recurring items in the applicable period and emphasize long-term and sustainable growth.

  43. fiscal year 2024 annual incentive plan design

    fiscal year 2024 annual incentive plan design For fiscal 2024, the NEOs, including the CEO, participated in the Annual Incentive Plan, which is designed to reward executives for the achievement of EBITDA growth, restructuring our portfolio 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.

  44. fiscal year 2024 annual incentive plan design

    | NEO | Adjusted Company EBITDA | Innovation Revenue | Adjusted Business Unit EBITDA | Portfolio Optimization | | Min S. Chong(1) | 20% | 20% | 40% | 20% | | Alesandra Faccin Assis (2) | 20% | 20% | 40% | 20% | | All Other NEOs | 60% | 20% | — | 20% |

  45. fiscal year 2024 annual incentive plan design

    (1) Adjusted Business Unit EBITDA for Mr. Chong was based on the Specialty Additives, Personal Care and Intermediates segments. However, Mr. Chong, received a separation payment in lieu of a payment under the annual incentive plan pursuant to his severance agreement, also as described in more detail under the section titled Summary Compensation Table on page 45. (2) Adjusted Business Unit EBITDA for Ms. Faccin is based on the Life Sciences and Intermediates segments. The fiscal 2024 goals for each metric were established as indicated below:

  46. fiscal year 2024 annual incentive plan design

    | Corporate Performance Levels | Adjusted Company EBITDA ($, millions) | Adjusted Company EBITDA Payout Curve (%) | Innovation Revenue Sales ($, millions) | Innovation Revenue Sales Payout Curve (%) | Portfolio Optimization EBITDA ($, millions) | Portfolio Optimization Payout Curve (%) | | Threshold | 383.8 | 40 | 32.6 | 40 | 64.0 | 40 | | Target | 479.7 | 100 | 43.5 | 100 | 80.0 | 100 | | Maximum | 575.6 | 200 | 52.2 | 200 | 96.0 | 200 |

  47. fiscal year 2024 annual incentive plan design

    | Life Sciences and Intermediates (1)(2) Performance Levels | Life Sciences Adjusted BU EBITDA ($, millions) | Life Sciences Adjusted BU Payout Curve (%) | Innovation Revenue Sales ($, millions) | Innovation Revenue Payout Curve (%) | Portfolio Optimization EBITDA ($, millions) | Portfolio Optimization Payout Curve (%) | | Threshold | 229.7 | 40 | 32.6 | 40 | 64.0 | 40 | | Target | 287.1 | 100 | 43.5 | 100 | 80.0 | 100 | | Maximum | 344.5 | 200 | 52.2 | 200 | 96.0 | 200 |

  48. fiscal year 2024 annual incentive plan design

    (1) Adjusted Business Unit EBITDA targets were used to determine the bonus payout for Ms. Faccin as described in more detail under the section titled Summary Compensation Table on page 45. Mr. Chong, received a separation payment in lieu of a payment under the annual incentive plan, also as described in more detail under the section titled Summary Compensation Table on page 45. Management of Life Sciences and Intermediates business units transitioned to Ms. Faccin on June 10, 2024. Company level Innovation Revenue and Portfolio Restructuring targets were used for the bonus payout for Ms. Faccin. Mr. Chong, received a separation payment in lieu of a payment under the annual incentive plan, as described in more detail under the section titled Summary Compensation Table on page 45 and is not included here. 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% plus or minus 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 2024, the Compensation Committee set EH&S targets in three areas with a fourth discretionary adjustment for sustainability, as described in the following table:

  49. fiscal year 2024 annual incentive plan design

    | Metric | Corporate FY2024 Target(1) | Life Sciences and Intermediates FY2024 Target | | Ashland (TPRR) | 0.33 | 0.58 | | Ashland (Process Safety—PSI) | 0.38 | 0.27 | | Ashland (Spills and Releases—EIC) | 27 | 11 |

  50. fiscal year 2024 annual incentive plan design

    (1) 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: o the overall strength of the safety culture, o the seriousness of safety incidents, o quality performance, individual leadership, safety trends, etc. fiscal year 2024 annual incentive performance The table below shows the adjusted fiscal 2024 performance compared to the pre-established financial performance targets for Ashland Inc. and our Life Sciences and Intermediates business unit. Consistent with our compensation philosophy, when achievement is above or below target, compensation is also above or below target as illustrated below.

  51. fiscal year 2024 annual incentive plan design

    | Corporate Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Company EBITDA | 60% | 479.7 | 454.2 | 84 | | Innovation Revenue | 20% | 43.5 | 48.0 | 152 | | Portfolio Optimization | 20% | 80.0 | 81.2 | 108 | | EH&S Modifier | modifier | varies | varies | 2.5 | | Combined Weighted Payout (% of Target) | | | | 104.8 |

  52. fiscal year 2024 annual incentive plan design

    | Life Sciences & Intermediates Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Business Unit EBITDA | 40% | 287.1 | 255.9 | 67.5 | | Adjusted Company EBITDA | 20% | 479.7 | 454.2 | 84 | | Innovation Revenue | 20% | 43.5 | 48.0 | 152 | | Portfolio Optimization | 20% | 80.0 | 81.2 | 108 | | EH&S Modifier | modifier | varies | varies | 2.5 | | Combined Weighted Payout (% of Target) | | | | 98.1 |

  53. fiscal year 2024 annual incentive plan design

    fiscal year 2024 annual incentive payout Based on the performance outlined above, the Compensation Committee approved the following annual incentive payouts for the NEOs:

  54. fiscal year 2024 annual incentive plan design

    | NEO | Annual Incentive Target ($) | Annual Incentive Target Earned (%) | EH&S Modifier Earned (%) | Annual Incentive Actual Payout ($) | | Guillermo Novo | 1,410,625 | 104.8% | 2.5 | 1,477,772 | | J. Kevin Willis | 567,243 | 104.8% | 2.5 | 594,245 | | Alessandra Faccin Assis | 318,500 | 98.1% | 2.5 | 96,487 | | Osama M. Musa | 382,073 | 104.8% | 2.5 | 400,260 | | Karl Bostaph | 257,680 | 104.8% | 2.5 | 269,946 | | Min S. Chong (1) | 319,807 | — | — | — |

  55. fiscal year 2024 annual incentive plan design

    (1) Mr. Chong did not receive a payout under the Annual Incentive Plan. In connection with his separation from Ashland and pursuant to his separation agreement, Mr. Chong received a payment of $213,789, reflecting 100% of his Annual Incentive Plan target, prorated for his period of service to Ashland during the 2024 fiscal year (October 1, 2022 - April 30, 2024).

  56. fiscal year 2024 equity grants

    fiscal year 2024 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 2024.

  57. fiscal year 2024 equity grants

    | NEO | Aggregate Target FY2024 Equity Award (% of Base Salary) | Aggregate Target FY2024 Equity Award ($) | Target FY2024 - 2026 PSUs (50% of Equity Award) ($) | Target FY2024- 2026 PSUs(1) (#) | Target RSU Award (50% of Equity Award) ($) | Target RSU Award (#)(1) | | Guillermo Novo(2) | 443% | 5,000,000 | 3,000,000 | 39,396 | 2,000,000 | 26,264 | | J. Kevin Willis | 225% | 1,418,108 | 709,054 | 9,311 | 709,054 | 9,311 | | Alessandra Faccin Assis(3) | 150% | - | - | - | - | - | | Osama M. Musa | 150% | 764,145 | 382,073 | 5,017 | 382,073 | 5,017 | | Karl Bostaph | 100% | 396,430 | 198,215 | 2,603 | 198,215 | 2,603 | | Min S. Chong | 150% | 738,015 | 369,008 | 4,846 | 369,008 | 4,846 |

  58. fiscal year 2024 equity grants

    (1) The number of units reflected here are based on the closing price per share of Ashland Common Stock on November 14, 2023 ($76.15). (2) Mr. Novo's award was not issued as an even split of PSUs and RSUs. The Board preferred to place a greater amount of his award tied directly to the company's performance. As such, his annual award was issued with 60% as PSUs, and 40% as RSUs. (3) Ms. Faccin was not employed by Ashland at time of annual grant.

  59. fiscal year 2024-2026 PSU design

    fiscal year 2024-2026 PSU design Our Long-Term Incentive Performance Plan (“LTIPP”) for our NEOs in fiscal 2024 was composed of 50% in the form of PSUs and 50% in the form of RSUs. This change in mix from 60% PSUs and 40% RSUs was made for 2024 only in recognition of a challenging market environment and unclear forecast at the time of grant. 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 and rounding down to the nearest whole share.

  60. 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. PSUs issued prior to September 2024 are not entitled to receive dividend equivalents or to receive cash dividends during the performance period. After September 2024, dividend equivalents on PSUs are accumulated but only become payable if the underlying PSU vests. At the time of vesting, one share of Ashland Common Stock is issued for each PSU and any accrued dividend equivalents that were declared during the performance period.

  61. 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 accumulated but only become 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. 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 accumulated but only become 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. In November 2023, the Compensation Committee reviewed and approved the performance metrics and target performance levels for the PSUs covering a performance period beginning October 1, 2023 and ending September 30, 2026 (the “2024-2026 PSUs”). The structure for the 2024-2026 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. Fifty percent (50%) of the PSUs will be earned based on the average of each fiscal year RONA final performance. Fifty percent (50%) of the PSUs will be earned based on Ashland’s rTSR performance versus the S&P400 at the end of fiscal year 2026. 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 disclose the target for the RONA metric for in-progress PSU programs. The Compensation Committee nonetheless views the RONA performance targets for the 2024-2026 PSUs as challenging to achieve and subject to performance risk. The RONA targets for the 2024-2026 PSUs will be disclosed in a future Ashland proxy statement reporting NEO compensation for the year in which the award has been earned. fiscal year 2022-2024 PSUs performance results and payouts In November 2021, the Compensation Committee established a three-year performance share unit program, covering a measurement period from October 1, 2021 to September 30, 2024 (the “2022-2024 PSUs”). The 2022-2024 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 2022-2024 PSUs, Ashland’s actual performance against those metrics, and the resulting payout as a percentage of the target performance:

  62. restricted stock units (“RSUs”)

    | RONA and rTSR Performance Levels | Weighting | Target (%) | Adjusted Performance (%) | Payout (% of Target) | | RONA | 40% | 17.1 | 11.6 | — | | rTSR | 60% | 50.0 | 32.0 | 64.3 | | Combined Weighted Payout (% of Target) | | | | 38.6 |

  63. restricted stock units (“RSUs”)

    Based on the level of achievement against the performance metrics certified by the Compensation Committee in November 2024, the NEOs achieved 38.6% of target performance due to underachievement against the RONA and rTSR metrics. The following table provides, for each NEO, the number of 2022-2024 PSUs granted and the number and value of the 2022-2024 PSUs earned for the fiscal 2022-2024 performance period:

  64. restricted stock units (“RSUs”)

    | NEO | Number of PSUs Granted | Award % of Target | Number of Units Earned (#) | Payout Amount ($)(1) | | Guillermo Novo | 28,747 | 38.6% | 11,096 | 854,751 | | J. Kevin Willis | 9,031 | 38.6% | 3,486 | 268,524 | | Alessandra Faccin Assis (2) | — | —% | — | — | | Osama M. Musa | 4,866 | 38.6% | 1,878 | 144,684 | | Karl Bostaph | 1,082 | 38.6% | 418 | 32,172 | | Min S. Chong (3) | 3,176 | 38.6% | 1,226 | 94,434 |

  65. restricted stock units (“RSUs”)

    (1) Based on the closing price per share of Ashland Common Stock on November 18, 2024 ($77.03). (2) Ms. Faccin was hired on June 10, 2024 and was not eligible to receive a 2022 PSU award. (3) Mr. Chong's PSU grant was prorated from 3,889 to 3,176 to reflect his period of service to Ashland during the performance period (October 1, 2021 - April 30, 2024).

  66. other compensation elements

    other compensation elements retirement benefits Ashland offers NEOs a combination of tax-qualified and non-qualified retirement plans that are designed to assist the NEOs in building savings for retirement over the term of their employment. A summary of our various plans is listed below. The Company’s Employee Savings Plan is a tax-qualified vehicle which provides retirement benefits to the NEOs and their families. The benefits in this plan are available to most U.S.-based employees. The Company contributions, 4% match and base contribution of 4%, are funded to an external trust and are separate from the assets of Ashland and by law are protected from Ashland’s creditors. The benefits that may be provided under the tax-qualified plan are limited by the IRS. This plan, standing alone, does not provide sufficient retirement income to the NEOs when compared to their pay as an active employee. To make up for this gap in potential replacement income in retirement, Ashland offers the NEOs non-qualified retirement plans that complement each other and the tax-qualified plan (non-qualified defined contribution plan and voluntary employee deferral plan). Ashland has an unfunded, non-qualified defined contribution plan that provides a company contribution equivalent to a base contribution of 4% and a Company match of 4% on annual incentive compensation paid and eligible earnings in excess of limits established under Code Section 401(a)(17) not permitted in the Employee Savings Plan. Ashland also has employee deferral plans that allow the NEOs to annually make a separate deferral election so that the NEOs and other senior leaders can save amounts from their own pay in addition to amounts they are allowed to save in the Employee Savings Plan. For a description of these plans, see the “Non-Qualified Deferred Compensation” section on page 50 of this Proxy Statement. NEOs are also offered other benefits the same as other U.S.-based employees. executive perquisites Ashland provides the NEOs and other selected executives with financial planning services (including tax preparation) and reimbursement for an annual executive physical. Each NEO also participates in various health and welfare programs, in each case, on the same terms (including with respect to premiums paid and Company contributions) as are available to Ashland employees generally. The Compensation Committee reviews the perquisites provided to executive officers as part of its overall review of executive compensation. The Compensation Committee has determined the perquisites serve a useful business purpose, as such expenditures allow the executives to be more effective in their duties and the types and amounts are well within the appropriate range of market practices. A detailed description of the cost of these perquisites is included in the “Summary Compensation Table” section of this Proxy Statement. 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 does not provide benefits in the event of a termination for cause or a 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: o Lump sum cash severance (2x—3x) annual base salary, target annual incentive plan bonus and current fiscal year annual incentive plan bonus (pro-rated); o 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; o Outplacement services for up to one year and reimbursement of legal fees to enforce rights to benefits; and o 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 on page 51 of this Proxy Statement. 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 on page 51 of this Proxy Statement.

  67. compensation setting process

    compensation setting process role of stockholder say-on-pay votes The Compensation Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our short- and long-term business objectives. In undertaking this review, the Compensation Committee considers the views of stockholders as reflected in their annual advisory vote on our executive compensation proposal. At our 2024 Annual Meeting, stockholders approved our executive compensation proposal by an overwhelming majority (approximately 99%). Based on the Compensation Committee’s review and the support of our executive compensation programs received from stockholders, the Compensation Committee maintained the core elements of our executive compensation programs in fiscal 2024. role of the compensation committee The Compensation Committee is responsible for the approval and administration of compensation programs for executive officers and certain other employees of Ashland. The Compensation Committee frequently reviews Ashland’s compensation practices and considers, among other things: Ashland’s compensation philosophy, its financial and operating performance, individual performance, practices and compensation levels of peer companies and the voting guidelines of certain proxy advisory firms and stockholders. In making compensation decisions, the Compensation Committee uses several resources and tools, including competitive market information, and reviews accumulated and potential equity holdings. When making individual recommendations to the Compensation Committee for NEOs other than himself with respect to base salary, annual incentive and long-term compensation, the CEO considers the relative importance of the executive’s position within the organization, individual tenure and experience, individual performance and the contributions to Ashland’s financial and operating results. role of management Management also plays an important role in the process of setting compensation for executives other than the CEO. The CEO, and in certain instances other executives, in consultation with the Compensation Committee’s independent compensation consultant and human resources, develops compensation recommendations for the Compensation Committee’s consideration. role of the independent compensation committee consultant In July 2020, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its consultant, which continued throughout 2024. Meridian is independent under the Dodd-Frank Wall Street Reform and Consumer Protection Act and does not provide any other non-executive compensation related work for Ashland. During 2024, Meridian assisted the Compensation Committee with various activities related to benchmarking and advising on executive compensation matters. 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 NEO’s compensation and the “Performance Peer Group” is used to evaluate our stock performance.

  68. 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:

  69. compensation peer group

    | Considerations used to choose peer group | | | ✓ | Comparable revenue size | | ✓ | Global operations | | ✓ | Industry | | ✓ | Business Model | | ✓ | Market Capitalization | | How we use peer group information | | | ✓ | 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 |

  70. 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.

  71. 2024 compensation peer group

    2024 compensation peer group

  72. 2024 compensation peer group

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

  73. 2024 compensation peer group

    Additionally, competitive pay data was gathered from the Equilar 2023 Executive Compensation Survey. The data from the survey is scoped to Ashland’s industry and adjusted to Ashland’s revenue size.

  74. performance peer group

    performance peer group In fiscal 2024 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.

  75. 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, 2024, 2023 and 2022:

  76. 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 | 2024 | 1,128,500 | — | 6,242,771 | 1,477,772 | — | 132,948 | 8,981,991 | | Chair and Chief | 2023 | 1,114,805 | — | 5,454,895 | 101,565 | — | 286,649 | 6,957,914 | | Executive Officer | 2022 | 1,088,525 | — | 5,813,052 | 2,202,217 | — | 213,408 | 9,317,202 | | J. Kevin Willis | 2024 | 630,270 | — | 1,759,077 | 594,245 | | 75,556 | 3,059,148 | | SVP, Chief | 2023 | 624,974 | — | 1,611,560 | 42,544 | | 133,300 | 2,412,378 | | Financial Officer | 2022 | 607,941 | — | 1,826,148 | 922,455 | (686,200) | 100,100 | 2,770,444 | | Alessandra Faccin Assis (6) | 2024 | 131,923 | 90,000 | 1,439,918 | 96,487 | | 252,119 | 2,010,447 | | SVP & GM Life Sciences & Intermediates | | | — | | | | | | | Osama M. Musa | 2024 | 509,430 | — | 947,789 | 400,260 | — | 65,188 | 1,922,667 | | SVP, Chief | 2023 | 505,150 | — | 1,668,341 | 28,656 | — | 96,770 | 2,298,917 | | Technology Officer | 2022 | 494,596 | — | 983,987 | 621,336 | — | 82,168 | 2,182,087 | | Karl Bostaph | 2024 | 387,420 | — | 491,685 | 269,946 | | 462,145 | 1,611,196 | | SVP Operations and Manufacturing | | | — | | | | | | | Min S. Chong | 2024 | 350,427 | — | 915,356 | — | — | 1,001,516 | 2,267,299 | | Former SVP, GM Specialty | 2023 | 442,198 | — | 1,557,107 | 20,128 | — | 84,589 | 2,104,022 | | Additives & Personal Care | 2022 | 426,874 | — | 786,349 | 431,809 | — | 74,665 | 1,719,697 |

  77. 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, 2024 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 2024 assuming the maximum level of performance are as follows: Mr. Novo, $7,685,807; Mr. Willis, $1,816,506; Dr. Musa, $978,732; Mr. Bostaph $507,737, and Mr. Chong, $945,240. (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. Mr. Chong did not receive a payment under the annual incentive plan but instead received a pro-rata short term incentive payment for fiscal 2024, based on target performance, pursuant to the Separation Agreement, as defined below. 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. All other compensation amounts reported for 2024 include:

  78. summary compensation table

    | Name | Perquisites(a) | Matching Contributions Under Qualified Savings Plan | Matching Contributions Under Non-Qualified Defined Contribution Plan | Severance(b) | Other | Total All Other Compensation | | Guillermo Novo | 28,208 | 26,300 | 69,798 | — | 8,641 | 132,948 | | J. Kevin Willis | 16,323 | 27,600 | 24,455 | — | 7,178 | 75,556 | | Alessandra Faccin Assis(c) | — | 8,877 | — | — | 243,242 | 252,119 | | Osama M. Musa | 18,749 | 25,363 | 14,941 | — | 6,135 | 65,188 | | Karl Bostaph(d) | 93,645 | 20,888 | 3,443 | | 344,168 | 462,145 | | Min S. Chong | 19,110 | 18,380 | 10,616 | 951,804 | 1,606 | 1,001,516 |

  79. summary compensation table

    (a) The amounts reported in this column represent the incremental costs to the Company with respect to executive physicals for Mr. Novo, Dr. Musa, and Mr. Chong, and tax and financial planning services for Mr. Novo ($26,000); financial planning for all other NEOs; and for Mr. Musa, the use of a company vehicle. (b) The amounts reported in this column represent the severance payments made to Mr. Chong pursuant to the terms of the Separation Agreement between Mr. Chong and the Company. The severance payment includes a payment of $738,015, which represents 1.5 times his annual base salary, plus $213,789, representing a pro-rated amount of his Target Annual Incentive. (c) The payment to Ms. Faccin in the amount of $243,242 was pursuant to our reimbursement policy on international relocation. This payment includes reimbursement for early termination of lease agreements, household goods movement and temporary living. (d) Pursuant to our executive mobility policy, Mr. Bostaph received an allowance of $69,741 for goods and services, $2,040 for home management, $85,431 for housing, $128,443 for Swiss taxes, $8,213 for car allowance, $2,900 for tax preparation including tax gross up, $7,180 for tax equalization, and a $128,256 gross up for taxes on host country allowances. (6) Ms. Faccin's compensation was from her hire date of June 10, 2024 through September 30, 2024. life sciences and intermediates business unit general manager transition In connection with the voluntary resignation of Mr. Ashok Kalyana on May 10, 2024, management of the Life Sciences and Intermediates Business Units transitioned to Ms. Faccin on June 10, 2024. Ms. Faccin received a make whole sign on bonus in the form of cash and stock. Ashland also paid for Ms. Faccin’s relocation back to the United States from an expatriate assignment in Singapore as a part of our standard executive mobility policy. For additional details regarding her relocation package, please see the notes following the Summary Compensation Table. personal care and specialty additives business unit general manager transition In connection with a corporate reorganization, Mr. Min S. Chong was separated from the Company on April 30, 2024 and entered into a Separation and General Release Agreement (the “Separation Agreement”) with the Company. Under the Separation Agreement, Mr. Chong received (1) a lump sum severance payment equal to 1.5 times annual base salary, (2) 18 months of continued coverage under Ashland’s medical and dental plans at the same cost Mr. Chong was paying as an active employee, (3) a pro-rata short term incentive payment for fiscal 2024, based on target performance, (4) pro-rata vesting with respect to outstanding PSUs, based on actual performance and payable in accordance with the terms of such awards, (5) pro-rata accelerated vesting of outstanding RSUs; and (6) certain other benefits, including outplacement and financial planning expense reimbursements all in accordance with the Ashland Inc. Senior Leadership Severance Plan.

  80. fiscal 2024 grants of plan-based awards

    fiscal 2024 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 FY2024:

  81. fiscal 2024 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 | 11/14/2023 | 564,250 | 1,410,625 | 2,821,250 | 19,698 | 39,395 | 78,790 | | 3,202,420 | | | 11/14/2023 | | | | | | | 26,263 | 1,999,927 | | | 11/14/2023 | | | | 3,940 | 7,879 | 15,758 | | 640,484 | | | 11/14/2023 | | | | | | | 5,252 | 399,940 | | J. Kevin Willis | 11/14/2023 | 226,897 | 567,243 | 1,134,486 | 5,587 | 11,173 | 22,346 | | 908,253 | | | 11/14/2023 | | | | | | | 11,173 | 850,824 | | Alessandra Faccin Assis | 7/25/2024 | 127,400 | 318,500 | 637,000 | — | — | — | | | | | 7/25/2024 | | | | | | | 15,234 | 1,439,918 | | Osama M. Musa | 11/14/2023 | 152,829 | 382,073 | 764,145 | 3,010 | 6,020 | 12,040 | | 489,366 | | | 11/14/2023 | | | | | | | 6,020 | 458,423 | | Karl Bostaph | 11/14/2023 | 103,072 | 257,680 | 515,359 | 1,562 | 3,123 | 6,246 | | 253,869 | | | 11/14/2023 | | | | | | | 3,123 | 237,816 | | Min S. Chong(6) | 11/14/2023 | 127,923 | 319,807 | 639,613 | 2,907 | 5,814 | 11,628 | | 472,620 | | | 11/14/2023 | | | | | | | 5,814 | 442,736 |

  82. fiscal 2024 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 fiscal year 2024 Annual Incentive Plan. For fiscal 2024, the actual dollar amounts earned will be paid in December 2024 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 2024-2026 performance period granted in November 2023 under the Ashland Inc. 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”). Mr. Novo was granted a retention PSU on November 14, 2023, which will cliff vest on December 31, 2026. This award is subject to the same performance metrics as the PSU awards to all other participants. (4) The amounts reported in this column represents the number of RSUs granted in fiscal 2024 pursuant to the 2021 Omnibus Plan. All grants of RSUs, with the exception of Mr. Novo, vest in equal installments on each anniversary of the grant date over a three-year period. Mr. Novo was awarded a retention RSU award on November 14, 2023 that will cliff vest on December 31, 2026. The dollar amounts reported in this column represent the aggregate grant date fair value of the equity awards (PSUs and RSUs) granted to each NEO 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 rTSR at $87.57 and RONA, as valued at the end of the fourth fiscal quarter; (ii) for Ms. Faccin, the grant date fair value of $94.52 per RSU granted on July 25, 2024; and (iii) for all other NEOs, the grant date fair value of $76.15 per RSU granted on November 14, 2023.

  83. fiscal 2024 outstanding equity awards

    fiscal 2024 outstanding equity awards The following table sets forth certain information regarding Stock Appreciation Rights (“SARs”), PSUs, and RSUs held by each of the NEOs as of September 30, 2024.

  84. fiscal 2024 outstanding equity awards

    | | 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 ($) | | Guillermo Novo | 70,047 | 76.76 | 1/2/2030 | — | — | — | — | | | — | — | — | 50,278 | 4,372,640 | — | — | | | — | — | — | — | — | 102,027 | 8,873,288 | | 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 | — | — | — | — | | | — | — | — | 16,857 | 1,466,057 | — | — | | | — | — | — | — | — | 27,887 | 2,425,332 | | Alessandra Faccin Assis(4) | — | — | — | 15,234 | 1,324,901 | — | — | | | — | — | — | | — | — | — | | 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 | — | — | — | — | | | — | — | — | 18,902 | 1,643,948 | — | — | | | — | — | — | — | — | 15,026 | 1,306,811 | | Karl Bostaph | — | — | — | 4,166 | 362,307 | - | — | | | — | — | — | | | 5,883 | 511,645 | | Min Chong | — | — | — | — | — | 7,650 | 665,321 |

  85. fiscal 2024 outstanding equity awards

    (1) The amounts reported in this column relate to SARs which vest 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 2022-2024 LTIPP performance period that will be paid in November 2024 and other unvested RSUs. performance stock units earned The number of performance stock units (PSUs) earned for the fiscal 2022 – 2024 awards was determined by the Compensation Committee in November 2024 and was paid in shares in November 2024 below target in accordance with our pay for performance philosophy to pay below target for below target performance. These PSUs do not earn dividends or dividend equivalents. The PSUs earned are set forth in the table below.

  86. fiscal 2024 outstanding equity awards

    | Name | 2022 – 2024 LTIPP | | Guillermo Novo | 11,096 | | J. Kevin Willis | 3,486 | | Alessandra Faccin Assis(1) | — | | Osama M. Musa | 1,878 | | Karl Bostaph | 418 | | Min S. Chong | 1,226 |

  87. fiscal 2024 outstanding equity awards

    (1) Ms. Faccin was hired in June 2024 and did not participate in the 2022-2024 awards. unvested RSUs The following paragraphs list the unvested RSUs as of September 30, 2024 for each NEO. Unless otherwise noted, the RSUs vest in equal installments on each annual 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 are paid as additional shares of Ashland Common Stock. For Mr. Novo, the amounts reported in these columns also represent: (i) 26,598 RSUs remaining from a grant of 26,263 on November 14, 2023; and 335 RSUs earned from dividends; (ii) 5,319 RSUs remaining from a grant of 5,252 on November 14, 2023; and 67 RSUs earned from dividends; (iii) 11,905 RSUs remaining from a grant of 17,337 on November 17, 2022; and 417 RSUs earned from dividends; (iv) 6,685 RSUs remaining from a grant of 19,164 on November 18, 2021; and 561 RSUs earned from dividends; For Mr. Willis, the amounts reported in these columns also represent: (i) 11,315 RSUs remaining from a grant of 11,173 on November 14, 2023; and 142 RSUs earned from dividends; (ii) 3,518 RSUs remaining from a grant of 5,122 on November 17, 2022; and 123 RSUs earned from dividends; (iii) 2,100 RSUs remaining from a grant of 6,020 on November 18, 2021; and 176 RSUs earned from dividends; For Ms. Faccin, the amounts reported in these columns also represent: (i) 15,304 RSUs remaining from a grant of 15,234 RSUs on July 25, 2024; and 70 RSUs earned from dividends; For Dr. Musa, the amounts reported in these columns also represent: (i) 6,097 RSUs remaining from a grant of 6,020 RSUs on November 14, 2023; and 77 RSUs earned from dividends; (ii) 9,864 RSUs remaining from a grant of 9,694 RSUs on September 19, 2023; and 170 RSUs earned from dividends; (iii) 1,895 RSUs remaining from a grant of 2,760 RSUs on November 17, 2022; and 66 RSUs earned from dividends; (iv) 1,133 RSUs remaining from a grant of 3,244 RSUs on November 18, 2021; and 95 RSUs earned from dividends; For Mr. Bostaph, the amounts reported in these columns also represent: (i) 3,163 RSUs remaining from a grant of 3,123 RSUs on November 14, 2023; and 40 RSUs earned from dividends; (ii) 769 RSUs remaining from a grant of 1,119 on November 17, 2022; and 27 RSUs earned from dividends; (iii) 253 RSUs remaining from a grant of 721 on November 18, 2021; and 21 RSUs earned from dividends; (3) The numbers in this column represents the target PSUs granted through September 30, 2024 under the LTIPP for the fiscal 2022-2024 and 2024-2026 performance period. The estimated number is computed assuming that the target performance goals are achieved. The reported dollar amounts correspond to the PSUs identified and such dollar value is computed by converting the PSUs to shares of Ashland Common Stock on a one-for-one basis. The number of LTIPP shares is then multiplied by the closing price of Ashland Common Stock of $86.97 as reported on the NYSE on September 30, 2024. (4) Ms. Faccin received a make whole sign on equity grant when she joined Ashland on June 10, 2024.

  88. fiscal 2024 option exercises and stock vested

    fiscal 2024 option exercises and stock vested The following table sets forth certain information regarding the value realized by each NEO during fiscal 2024 upon the exercise of SARs and the vesting of PSUs and RSUs.

  89. fiscal 2024 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 | — | — | 32,525 | 2,510,502 | | J. Kevin Willis | 24,672 | 708,333 | 10,247 | 790,925 | | Alessandra Faccin Assis | — | — | — | — | | Osama. M. Musa | 12,523 | 456,360 | 5,607 | 432,756 | | Karl Bostaph | — | — | 1,313 | 101,319 | | Min S. Chong(5) | 4,785 | 104,648 | 14,811 | 1,284,518 |

  90. fiscal 2024 option exercises and stock vested

    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) 25,955 shares with the value realized on vesting using the Ashland Common Stock closing price of $76.90 on November 17, 2023; (b) 6,570 shares with the value realized on vesting using the Ashland Common Stock closing price of $78.32 on November 20, 2023. (ii) Mr. Willis received (a) 8,183 shares with the value realized on vesting using the Ashland Common Stock closing price of $76.90 on November 17, 2023; (b) 2,064 shares with the value realized on vesting using the Ashland Common Stock closing price of $78.32 on November 20, 2023. (iii) Dr. Musa received (a) 4,496 shares with the value realized on vesting using the Ashland Common Stock closing price of $76.90 on November 17, 2023; (b) 1,111 shares with the value realized on vesting using the Ashland Common Stock closing price of $78.32 on November 20, 2023. (iv) Mr. Bostaph received (a) 1,067 shares with the value realized on vesting using the Ashland Common Stock closing price of $76.90 on November 17, 2023; (b) 246 shares with the value realized on vesting using the Ashland Common Stock closing price of $78.32 on November 20, 2023. (v) Mr. Chong received (a) 2,417 shares with the value realized on vesting using the Ashland Common Stock closing price of $76.90 on November 17, 2023; (b) 888 shares with the value realized on vesting using the Ashland Common Stock closing price of $78.32 on November 20, 2023. (c) 6,900 shares with the value realized on vesting using the Ashland Common Stock closing price of $83.70 on January 2, 2024 (d) 4,606 shares with the value realized on vesting using the Ashland Common Stock closing price of $98.04 on May 10, 2024. (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. (5) As part of the Separation Agreement described above, Mr. Chong received a payout representing the accelerated vesting of his unvested RSUs, prorated for the time he was active during the award period and outlined below: a. RSU granted November 18, 2021 was vested with 733 shares released, and 164.101 forfeited. b. RSU granted November 17, 2022 was vested with 1,000 shares released, and 650.986 forfeited. c. RSU granted November 28, 2022 was vested with 1,223 shares released, and 1,354.244 forfeited. d. RSU granted November 14, 2023 was vested with 1,650 shares released, and 4,187.451 forfeited.

  91. non-qualified deferred compensation plans

    non-qualified deferred compensation plans The following table sets forth certain information for each of the named executive officers regarding non-qualified deferred compensation for fiscal 2024:

  92. non-qualified deferred compensation plans

    | 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, 2024 ($) | | Guillermo Novo | 123,007 | 69,798 | 55,457 | — | 1,696,974 | | J. Kevin Willis | — | 24,455 | 353,056 | — | 3,230,694 | | Alessandra Faccin Assis | — | — | — | — | — | | Osama M. Musa | 113,348 | 14,941 | 140,415 | — | 1,006,011 | | Karl Bostaph | — | 3,443 | 8,750 | — | 104,769 | | Min S. Chong | 40,040 | 10,616 | 57,719 | — | 387,914 |

  93. non-qualified deferred compensation plans

    (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. 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. Ashland deferred compensation plan for employees (employee deferral plan) The Employee Deferral Plan is an unfunded, non-qualified deferred compensation plan for a select group of highly compensated employees. Participants may elect to have up to 50% of base pay and up to 75% of their annual cash incentive compensation contributed to the plan. Elections to defer compensation generally must be made in the calendar year prior to the calendar year in which the compensation is earned. Participants elect how to invest their account balances from among a diverse set of mutual fund offerings and a hypothetical Ashland Common Stock Fund. No guaranteed interest or earnings are available and there are no above market rates of return on investments in the plan. Investments in the Ashland Common Stock Fund may not be changed and must be distributed as Ashland Common Stock. In all other events, participants may freely elect to change their investments. Withdrawals are generally allowed for an unforeseeable emergency (single sum payment sufficient to meet the emergency), disability (lump sum payment), upon separation from employment (payable as lump sum or installments per election) and at a specified time (paid as single sum). In addition, for pre-2005 contributions, participants may elect to have withdrawals paid in a lump sum (subject to a penalty of up to 10%). In the event of a change in control, participants will receive an automatic lump sum distribution with respect to deferrals made before January 1, 2005 and will receive distributions with respect to deferrals made following January 1, 2005 in accordance with each employee’s election. non-qualified defined contribution plan for certain employees (nqdcp) On September 22, 2016, the Compensation Committee froze the Non-Qualified Supplemental Defined Contribution Plan for Certain Employees to future benefits as of September 30, 2016. In connection with such freeze, the Compensation Committee adopted the NQDCP to continue to provide benefits for a select group of management or highly compensated Ashland employees that supplements the limitation on compensation imposed by Section 401(a)(17) of the Code (including successor provisions thereto) on qualified Ashland Employee Savings Plan contributions. The NQDCP is an unfunded, non-qualified plan that provides a base contribution of 4% and a matching contribution of 4%, in each case, on annual incentive compensation paid and eligible earnings in excess of limits established under Code Section 401(a)(17) not permitted in the qualified 401(k) plan. The account balance may be invested in the mutual funds available in the Employees’ Deferral Plan. The benefit payable under the NQDCP will be made in installments or as a lump sum based on distribution elections. Withdrawals outside of distribution elections are allowed for an unforeseeable emergency (single sum payment sufficient to meet the emergency) or disability (lump sum payment). Under the NQDCP, a participant will become 100% vested in his or her accounts upon a change in control. Named executive officers and certain other highly compensated participants cannot begin to receive distributions for six months following separation from service.

  94. potential payments upon termination or change in control

    potential payments upon termination or change in control senior leadership severance plan In fiscal year 2022, the Committee approved a new plan, the Senior Leadership Severance Plan. The Senior Leadership Severance Plan provides benefits in the event of a termination of employment or change in control (“CIC”). These benefits are similar to the benefits previously provided under the Severance Pay Plan and Salary Continuation Plan. In the case of a CIC, severance benefits are payable only if both parts of the “double trigger” are satisfied. That is, (i) there must be a CIC of the Company, and (ii) the NEO must (a) be involuntarily terminated without cause, or (b) the NEO must initiate the termination for good reason. Benefits provided under the Senior Leadership Severance Plan are conditioned on the executive executing a release of claims. The general release may provide that the executive agrees to certain non-compete, non-solicitation, confidentiality and similar covenants set forth in the release agreement.

  95. potential payments upon termination or change in control

    | Situation | Position | Severance (1) | Prior FY AIP(1) | Current FY AIP(1) | COBRA Coverage(2) | | Non-CIC Termination of Employment Without Cause | CEO | 2x Annual Base Salary | Unpaid Annual Incentive earned for Prior Fiscal Year | Pro-rata Target Annual Incentive for the Current Fiscal Year | Duration for the shorter of (i) the number of months corresponding to the years (and fractions thereof) of the severance multiple, (ii) the applicable COBRA continuation period; or (iii) the date on which the executive becomes eligible for third-party coverage | | | Other NEOs | 1.5x Annual Base Salary | | | | | CIC Termination of Employment without Cause or Good Reason | CEO | 3x Annual Base Salary + Target AIP | | | | | | Other NEOs | 2x Annual Base Salary + Target AIP | | | |

  96. potential payments upon termination or change in control

    (1) Lump sum payment. (2) Ashland continuing to subsidize its share of the premium (on the same basis as other full time employees for the same period and an additional cash payment equal to the subsidized premiums for the number of months, if any, by which the severance multiple exceeds the COBRA continuation period. In addition to these severance payments, under either of the situations described in the table above, the NEOs are eligible to receive outplacement services for up to one year and continued financial planning for the year of termination (or termination date, if hired after September 2022). In the event an executive is terminated without cause or initiates termination for good reason following a CIC, the Company shall also (i) reimburse the executive for any legal fees or expenses incurred during his or her lifetime to enforce payment of benefits under the Senior Leadership Severance Plan and (ii) pay or provide, to the extent not already paid or provided, any other amounts or benefits to which the executive is entitled under any Company plan, program, policy, practice, contract, or agreement. 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, 2024. 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, 2024, the last day of fiscal 2024. 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.

  97. potential payments upon termination or change in control

    | | 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 | — | — | — | — | 7,617,375 | | Restricted Stock(7) | 2,015,356 | 2,015,356 | — | 2,015,356 | — | 4,392,691 | | Performance Stock(8) | 4,997,035 | 4,997,035 | — | 4,997,035 | — | 8,873,288 | | Incentive Compensation(9) | 1,410,625 | 1,410,625 | — | 1,410,625 | 1,410,625 | 1,410,625 | | Welfare Benefit | 25,228 | — | — | — | — | 25,228 | | 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 | 10,736,444 | 8,423,016 | — | 8,423,016 | 1,410,625 | 22,350,407 | | J. Kevin Willis | | | | | | | | Cash Severance(6) | 945,405 | — | — | — | — | 2,395,026 | | Restricted Stock(7) | 1,464,401 | 1,464,401 | — | 1,464,580 | — | 1,472,780 | | Performance Stock(8) | 2,390,197 | 2,390,197 | — | 2,390,197 | — | 2,425,332 | | Incentive Compensation(9) | 567,243 | 567,243 | — | 567,243 | 567,243 | 567,243 | | Welfare Benefit | 35,990 | — | — | — | — | 35,990 | | 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 | 5,423,436 | 4,421,840 | — | 4,422,019 | 567,243 | 6,916,571 | | O. Musa | | | | | | | | Cash Severance(6) | 764,145 | — | — | — | — | 1,783,005 | | Restricted Stock(7) | 1,646,690 | 1,646,690 | — | 1,646,690 | — | 1,651,487 | | Performance Stock(8) | 1,287,852 | 1,287,852 | — | 1,287,852 | — | 1,306,811 | | Incentive Compensation(9) | 400,260 | 400,260 | — | 400,260 | 400,260 | 400,260 | | Welfare Benefit | 35,798 | — | — | — | — | 35,798 | | 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 | 4,154,945 | 3,334,802 | — | 3,334,802 | 400,260 | 5,197,561 | | Alessandra Faccin Assis | | | | | | | | Cash Severance(6) | 735,000 | — | — | — | — | 1,617,000 | | Restricted Stock(7) | 148,371 | 148,371 | — | 148,371 | — | 1,330,976 | | Performance Stock(8) | — | — | — | — | — | — | | Incentive Compensation(9) | 96,487 | 96,487 | — | 96,487 | 96,487 | 96,487 | | Welfare Benefit | 35,798 | — | — | — | — | 35,798 | | 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 | 1,035,856 | 244,858 | — | 244,858 | 96,487 | 3,100,462 | | Karl Bostaph | | | | | | | | Cash Severance(6) | 594,645 | — | — | — | — | 1,308,219 | | Restricted Stock(7) | 362,752 | 362,752 | — | 362,752 | — | 363,968 | | Performance Stock(8) | 507,383 | 507,383 | — | 507,383 | — | 507,383 | | Incentive Compensation(9) | 269,946 | 269,946 | — | 269,946 | 269,946 | 269,946 | | Welfare Benefit | 18,694 | — | — | — | — | 18,694 | | 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 | 1,773,620 | 1,140,081 | — | 1,140,081 | 269,946 | 2,488,411 | | Min S. Chong(11) | | | | | | | | Cash Severance(6) | — | — | — | — | — | — | | Restricted Stock(7) | — | — | — | — | — | — | | Performance Stock(8) | 665,321 | — | — | — | — | 665,321 | | Incentive Compensation(9) | — | — | — | — | — | — | | Welfare Benefit | — | — | — | — | — | — | | Outplacement | — | — | — | — | — | — | | Financial Planning | — | — | — | — | — | — | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | — | | Total | 665,321 | — | — | — | — | 665,321 |

  98. potential payments upon termination or change in control

    For purposes of the information reported in this column, it is assumed the NEO incurred a disabling event and termination of employment on September 30, 2024. 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 2024 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. 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. (3) 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. Effective October 1, 2024, new equity grants will also recognize age 60 or older and 5 years of service with the Company for retirement benefit purposes. Mr. Novo has a specific retirement provision as a part of his initial employment agreement that provides that after completion of five years of service with the Company, all of Mr. Novo’s unvested equity awards will vest, on a pro-rata basis. This provision does not apply to Mr. Novo’s retention grant received in November 2023 that cliff vests after 3 years or pro-rated if he is asked to leave 18 months after grant date (with 6 months’ notice). (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 on September 30, 2024 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 $86.97 as reported on the NYSE on September 30, 2024. (8) The LTIPP amounts identified in all of the columns are based on the actual results for the fiscal 2022-2024 performance period as this performance period is complete (payout at 38.6%) and target results for the fiscal 2023-2025 and 2024-2026 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 2023-2025 and 2024-2026 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 2024 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 2024 annual incentive award without pro-ration since the entire performance period was completed as of September 30, 2024. (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. Future potential payouts remain for Mr. Chong’s PSU awards which were granted on November 18, 2021, November 17, 2022, November 18, 2022, and November 14, 2023. Based on the amount of time Mr. Chong was employed during these award periods, he is eligible to receive 3,176, 1,762, 1,815 and 897 shares, respectively, assuming 100% achievement of company RONA and rTSR metrics. executive change in control agreements Messrs. Novo and Willis executed change in control agreements in January 2020 and October 2015 respectively with Ashland. These agreements describe the payments and benefits to which the executive is entitled in the event of a qualifying termination of employment within the two-year period following a change in control of Ashland.

  99. potential payments upon termination or change in control

    If within two years after a change in control (see the “Definitions” section below) an executive’s employment is terminated without cause or the executive terminates employment for good reason (see the “Definitions” section below), the executive is entitled to the following:

  100. potential payments upon termination or change in control

    | Benefit | CEO | Other NEOs | | Base Compensation | Three times the sum of his or her highest annual base compensation and highest target percentage annual incentive compensation in respect of the prior three fiscal years preceding the fiscal year in which the termination occurs in a lump sum paid in the seventh month following termination. | Two times the sum of his or her highest annual base compensation and highest target percentage annual incentive compensation in respect of the prior three fiscal years preceding the fiscal year in which the termination occurs in a lump sum paid in the seventh month following termination. | | Medical, dental and group life | Ashland continues to subsidize its share of the premium for the same severance period and an additional cash payment equal to the subsidized premiums for the number of months, if any, by which the severance multiple exceeds the COBRA continuation period. | Ashland continues to subsidize its share of the premium for the same severance period and an additional cash payment equal to the subsidized premiums for the number of months, if any, by which the severance multiple exceeds the COBRA continuation period. | | Performance Units | Full payment at target in cash of any then-outstanding Performance Unit awards granted under the LTIPP (less any amounts already paid under the LTIPP because of the change in control). | Full payment at target in cash of any then-outstanding Performance Unit awards granted under the LTIPP (less any amounts already paid under the LTIPP because of the change in control). | | Restricted Units | Immediate vesting of all outstanding RSE/RSUs. | Immediate vesting of all outstanding RSE/RSUs. | | Incentive Compensation | Payment in cash equal to the amount earned for any prior fiscal year for which the CEO has not yet received payment, and payment of the pro-rata portion (through the date of termination) of any incentive compensation for the fiscal year in which the date of termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable incentive compensation plan. | Payment in cash of any earned incentive compensation for completed performance periods not already paid and pro-rata(1) payment of any incentive compensation at target level for the fiscal year in which the termination occurs. | | Outplacement and Financial Planning | Outplacement services for one year after termination and financial planning for the calendar year in which the termination occurs. | Outplacement services for one year after termination and financial planning for the calendar year in which the termination occurs. | | Vacation | Payment of all unused, earned and accrued vacation in a lump sum. | Payment of all unused, earned and accrued vacation in a lump sum. |

  101. potential payments upon termination or change in control

    (1) Payment to J. Kevin Willis would be equal to the highest annual incentive target of the past three fiscal years pursuant to his separate employment agreement. As a condition to receiving the benefits and compensation payable under the agreement, each NEO has agreed for a period of 24 months (36 months for the CEO) following termination following a change in control other than by reason of death or disability, for cause or voluntary termination without good reason, absent prior written consent of Ashland’s General Counsel, to refrain from engaging in competitive activity against Ashland; and to refrain from soliciting persons working for Ashland, soliciting customers of Ashland or otherwise interfering with Ashland’s business relationships. Pursuant to the agreement, each executive has also agreed not to disclose Ashland’s confidential information, subject to limited exceptions. If an executive breaches the agreement, Ashland has the right to recover benefits that have been paid to the executive. Finally, an executive may recover legal fees and expenses incurred as a result of Ashland’s unsuccessful legal challenge to the agreement or the executive’s interpretation of the agreement. definitions “Cause” is any of the following: o Willfully failing to substantially perform duties after a written demand for such performance (except in the case of disability); o Willfully engaging in gross misconduct materially and demonstrably injurious to Ashland after a written demand to cease such misconduct; or o Conviction or plea of nolo contendere for a felony involving moral turpitude. To be terminated for cause, the Board of Directors must pass a resolution by three quarters vote finding that the termination is for cause. “Good reason” includes any of the following that occurs after a change in control: o Significant diminution of position, duties, responsibilities, or status; o Reduction to base salary of at least 15%; o Relocation exceeding 50 miles; o Failure to continue incentive plans, whether cash or equity, or any other plan or arrangement to receive Ashland securities; or o Material breach by the Company of the executive change in control agreement or a failure by the Company to assume such agreement. “Change in control” is a complex definition, but may be summarized to include any of the following: o The consolidation or merger of Ashland into an unrelated entity in which the former Ashland stockholders own less than 50% of the outstanding shares of the new entity, except for a merger under which the holders of Ashland’s common stock before the merger have substantially the same proportionate ownership of common stock in the entity immediately after the merger; o The sale, lease, exchange or other transfer of 80% or more of Ashland’s assets; o A stockholder approved liquidation or dissolution; o The acquisition of 20% or more of the outstanding shares of Ashland by an unrelated person without approval of the Board; or Changes to Ashland’s Board during two consecutive years that result in a majority of the Board changing from its membership at the start of such two-consecutive year period, unless two-thirds of the remaining directors at the start of such two consecutive year period voted to approve such changes. incentive compensation, RSE/RSUs and PSUs On July 15, 2015, the Compensation Committee approved an amendment to the 2015 Incentive Plan, which provides for the Committee to have the option to grant awards under the 2015 Incentive Plan with double-trigger change in control provisions set forth in an award agreement. The default under the 2015 Incentive Plan is a single-trigger change in control provision. In connection with this amendment, the Committee also approved forms of the award agreements generally containing the double-trigger change in control vesting provision in the event of a termination without cause within one year following a change in control, which we refer to as the “2015 Amended Award Agreements”. All awards granted to named executive officers under the 2015 Incentive Plan since this amendment have used the 2015 Amended Award Agreements. Other than this change, the 2015 Amended Award Agreements are substantially similar to the prior award agreements. Under the 2021 Omnibus Plan, in the event provision is made in connection with the change in control for the assumption or substitution of awards previously granted, the award agreements for the 2021 Omnibus Plan provide for double-trigger vesting provisions for each award type upon termination without cause or a resignation for good reason within one year following a change in control. If the awards are not assumed or substituted in connection with the change in control, awards previously granted will be treated as follows: o All PSUs, cash incentive awards and awards designated as performance compensation awards would, in each case as specified in the applicable award agreement or otherwise, either (a) be canceled and terminated without any payment or consideration therefor or (b) automatically vest based on actual achievement of any applicable performance goals through the date of the change in control, as determined by the Compensation Committee in its sole discretion, or achievement of target performance levels (or the greater of actual achievement of any applicable performance goals through the date of the change in control, as determined by the Compensation Committee in its sole discretion, and target performance levels). In the case of vesting based on target performance levels, however, such awards would also be prorated for the portion of the performance period elapsed prior to the change in control. o All other outstanding awards would automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto would lapse as of immediately prior to such change in control and will be paid out at the earliest time permitted under the terms of the applicable agreement, plan, or arrangement that will not trigger a tax or penalty under Section 409A of the Code. For purposes of the above descriptions, the term “change in control” is defined in the applicable plan or, in the case of the 2021 Omnibus Plan, in either the plan or the award agreements, and has substantially the same meaning as it does in the executive change in control agreements. In addition, the award agreements and incentive plans provide for forfeiture and clawbacks in the event the participant breaches certain non-compete, non-solicitation and confidentiality (subject to whistleblower protections) covenants. For purposes of the above descriptions, the term without “cause” has substantially the same meaning as it does in the executive change in control agreements, and the term “good reason” means the occurrence of either a reduction to base salary of at least 15% or a relocation exceeding 50 miles. SERP, excess plans, qualified pension plan, employees’ deferral plan and non-qualified defined contribution plan For payments and benefits under the Employees’ Deferral Plan and the Non-Qualified Defined Contribution Plan, except in the event of a change in control, see the “Non-Qualified Deferred Compensation” table and the narrative thereunder in this Proxy Statement.

  102. pay versus performance table

    pay versus performance table

  103. pay versus performance table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Adjusted EBITDA | | Fiscal Year | ($)(1) | ($)(1)(2) | ($)(1) | ($)(1)(2) | ($)(3) | ($)(3) | (millions) | (millions)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $8,730,361 | $12,245,391 | $2,737,290 | $2,931,498 | $130 | $154 | $247 | $454 | | 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 |

  104. pay versus performance table

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

  105. pay versus performance table

    | Fiscal Year | PEO(s) | Non-PEO NEOs | | 2024 | Guillermo Novo | J. Kevin Willis, Alessandra Faccin Assis, Osama M. Musa, Karl Bostaph, Min S. Chong | | 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 |

  106. pay versus performance table

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

  107. pay versus performance table

    | | FY 2021 | | FY 2022 | | FY 2023 | | FY 2024 | | | Adjustments | PEO | Avg. non-PEO NEO | 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 | $8,730,361 | $2,737,290 | | 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) | $(5,999,782) | $(1,383,706) | | 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 | $6,960,978 | $1,318,085 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | $— | $— | $— | $— | $— | $29,299 | $— | $687 | | 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) | $(52,832) | $10,870 | | 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 | $2,606,666 | $371,634 | | Decrease of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $(26,335) | $— | $— | $— | $(56,609) | $— | $(123,362) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | $— | $— | $— | $— | $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 | $— | $8,057 | $— | $171,550 | $— | $— | $— | $— | | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $— | $— | $— | $— | $— | $— | $— | $— | | Compensation Actually Paid | $9,133,390 | $1,937,347 | $12,896,115 | $2,629,583 | $239,756 | $607,649 | $12,245,391 | $2,931,498 |

  108. pay versus performance table

    rTSR is cumulative for the measurement periods beginning on October 1, 2020, and ending on September 30, 2021, September 30, 2022, September 30, 2023 and September 30, 2024, calculated in accordance with Item 201(e) of Regulation S-K. The Peer Group rTSR 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. “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 A to this Proxy Statement. pay versus performance relationship 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, September 30, 2023 and September 30, 2024.

  109. pay versus performance table

    | | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | | Ashland TSR | $100 | $127 | $137 | $120 | $130 | | Peer Group - Materials TSR | $100 | $128 | $114 | $135 | $154 | | PEO Compensation Actually Paid | | $9,133,390 | $12,896,115 | $239,756 | $12,245,391 | | Avg non-PEO NEO Compensation Actually Paid | | $1,937,347 | $2,629,583 | $607,649 | $2,931,498 |

  110. pay versus performance table

    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, September 30, 2023 and September 30, 2024.

  111. pay versus performance table

    | | FY 2021 | FY 2022 | FY 2023 | FY 2024 | | Adj. EBITDA (in millions) | $568 | $625 | $452 | $454 | | PEO Compensation Actually Paid | $9,133,390 | $12,896,115 | $239,756 | $12,245,391 | | Avg non-PEO NEO Compensation Actually Paid | $1,937,347 | $2,629,583 | $607,649 | $2,931,498 |

  112. pay versus performance table

    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, September 30, 2023 and September 30, 2024.

  113. pay versus performance table

    | | FY 2021 | FY 2022 | FY 2023 | FY 2024 | | Net Income (in millions) | $220 | $927 | $178 | $247 | | PEO Compensation Actually Paid | $9,133,390 | $12,896,115 | $239,756 | $12,245,391 | | Avg non-PEO NEO Compensation Actually Paid | $1,937,347 | $2,629,583 | $607,649 | $2,931,498 |

  114. pay versus performance table

    performance measures The following performance measures are the most important used by the Company to link executive compensation actually paid to the NEOs to company performance during the fiscal year ended September 30, 2024. The measures listed are not ranked

  115. pay versus performance table

    | Company-selected performance measures: | | Adjusted EBITDA | | Return on Net Assets (“RONA”) | | Relative TSR compared to the S&P 400 Index |

  116. pay versus performance table

    proposal two — ratification of appointment of independent registered public accounting firm The Audit Committee of the Board has recommended to the Board, and the Board has approved, the appointment of Ernst and Young, LLP (“EY”) to audit Ashland’s Consolidated Financial Statements and Internal Controls Over Financial Reporting for fiscal 2025, subject to ratification by the stockholders at the Annual Meeting. The Audit Committee believes that the continued retention of EY to serve as Ashland’s independent registered public accounting firm is in the best interests of Ashland and its stockholders. In making such a determination, the Audit Committee considers, among other things, an evaluation of EY’s performance, qualifications, independence, tenure, and appropriateness of fees, as well as the potential impact of changing auditors. The following table presents fees for professional services rendered by EY for fiscal years 2024 and 2023.

  117. pay versus performance table

    | | 2024 | 2023 | | Audit Fees(1) | $5,702,046 | $5,520,000 | | Audit-Related Fees(2) | 655,911 | 25,000 | | Tax Fees(3) | 237,988 | 117,000 | | Total Other Fees(4) | — | — | | Total | $6,595,945 | $5,662,000 |

  118. pay versus performance table

    (1) Audit fees for fiscal 2024 and 2023 include fees and expenses associated with the annual audit of Ashland’s consolidated financial statements and internal controls over financial reporting and interim reviews of Ashland’s consolidated financial statements. Audit fees also include fees associated with various audit requirements of Ashland’s foreign subsidiaries (statutory requirements) and agreed upon procedures reports that are required to be issued by Ashland’s independent registered public accounting firm. Audit fees in 2024 and 2023 also include fees associated with the Company’s foreign securitization program, supply chain financing program, the Nutraceuticals divestiture and assistance with the review of document filed with the SEC. (2) Audit-related fees in 2024 and 2023 include agreed upon procedure reports and due diligence activities associated with potential acquisition and divestiture activities. (3) Tax fees include fees principally incurred for assistance with U.S. and international tax planning and compliance. (4) There were no other fees. Representatives of EY will attend the Annual Meeting to respond to questions from stockholders and will be given the opportunity to make a statement. The stockholders are being asked to ratify the Audit Committee’s appointment of EY. Ratification of the appointment of EY requires approval by a majority of the votes cast by the stockholders entitled to vote thereon who are present in person or by proxy. Abstentions will not be counted as votes cast either for or against the proposal. As this proposal is considered a “routine” matter by the New York Stock Exchange, there should not be any broker non-votes cast in connection with this proposal. If the stockholders fail to ratify this appointment, the Audit Committee may, but is not required to, reconsider whether to retain EY. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of Ashland and its stockholders. If no voting specification is made on a properly returned or voted proxy card, Guillermo Novo or Robin E. Lampkin (proxies named on the proxy card) will vote on your behalf FOR the ratification of EY as Ashland’s independent registered public accounting firm for fiscal 2025.

  119. pay versus performance table

    | The Board of Directors unanimously recommends a vote FOR the ratification of EY as Ashland’s independent registered public accounting firm for fiscal 2025. |

  120. pay versus performance table

    audit committee report The Audit Committee currently is composed of five independent directors and operates under a written charter adopted by the Board of Directors. At its November 2024 meeting, the Board determined that all current Audit Committee members—Ms. Main and Messrs. Joseph, Peribere, Pedreiro and Tozier—are independent as defined by SEC rules, the listing standards of the New York Stock Exchange, which apply to Ashland, and Ashland’s Standards. The Board also determined that each member of the Audit Committee is an audit committee financial expert as defined by SEC rules. The Audit Committee assists in fulfilling the oversight responsibilities of the Board relating to the integrity of the Company’s financial statements and financial reporting process, the integrity of the Company’s systems of internal accounting and financial controls, the performance of the Company’s internal audit function and independent auditors, the independent auditors’ qualifications, independence and audit of the Company’s financial statements, the Company’s risk management policies and processes, including cybersecurity risks, the Company’s financial affairs, including capital allocation framework, prioritization, significant decisions and risk considerations, and legal and regulatory compliance requirements. The Audit Committee through its Chair is also directly involved in the selection of the independent auditor’s lead engagement partner, which occurs every five years. The Company's lead engagement partner rotation occurred in November 2024 for the fiscal 2025 audit. During fiscal 2024, the Audit Committee met eight times, including teleconferences to discuss and review Ashland’s quarterly financial performance, associated news releases, quarterly reports on Form 10-Q and annual report on Form 10-K. The Company’s management has primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. The independent auditors are responsible for expressing opinions on the conformity of the Company’s audited financial statements with generally accepted accounting principles and on management’s assessment of the effectiveness of the Company’s internal control over financial reporting. Ernst & Young LLP (“EY”), an independent registered public accounting firm, was engaged to audit Ashland’s consolidated financial statements for fiscal 2024 and to issue an opinion on whether such statements present fairly, in all material respects, Ashland’s consolidated financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. EY was also engaged to audit and to issue an opinion on the effectiveness of Ashland’s internal control over financial reporting. Prior to any engagement of EY by Ashland, the engagement was approved in accordance with established policies and procedures. The Audit Committee reviewed and discussed with management and EY the audited financial statements, management’s assessment of the effectiveness of Ashland’s internal control over financial reporting, and EY’s evaluation of Ashland’s internal control over financial reporting. The Audit Committee further reviewed EY’s judgment as to the quality and acceptability of Ashland’s accounting principles, financial reporting process and controls and such other matters as are required to be discussed with the Audit Committee under the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and the SEC. In addition, the Audit Committee received and reviewed EY’s independence from management and Ashland including the matters in the written disclosures required by the PCAOB. The Audit Committee has adopted strict guidelines on the use of the independent registered public accounting firm to provide non-audit services. The Audit Committee must pre-approve any non-audit services performed by the independent registered public accounting firm. In circumstances where the engagement of independent auditors to perform work beyond the scope of and not contemplated in the original pre-approval occurs, specific pre-approval of the additional services is required by the Audit Committee Chair prior to the engagement of the independent auditors for those services and must be subsequently approved by the Audit Committee at its next meeting. In fiscal 2024, approval was sought and granted to EY to perform certain non-audit related services. The Audit Committee has considered whether the provision of audit-related and other non-audit services by EY is compatible with maintaining audit committee report EY’s independence and has concluded that EY’s independence is not compromised by providing such services. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board has approved) that Ashland’s consolidated financial statements be accepted for inclusion in its Annual Report on Form 10-K for the fiscal year ended September 30, 2024, for filing with the SEC.