DEF 14A of Ashland Inc.
Filed Dec 9, 2025 · FY20250001193125-25-312753
2025 annual non-employee director compensation program
2025 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 2025 non-employee director compensation program:
2025 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 | | Compensation Committee Chair Retainer | $18,750 | | All Other Committees Chair Retainer | $15,000 |
2025 annual non-employee director compensation program
restricted stock units Under the 2025 non-employee director compensation program, directors also receive an annual grant of restricted stock units having an aggregate value on the grant date of $150,000 (pro-rated as applicable for less than a full year of service). The restricted stock units vest one year after date of grant. Upon the payment of dividends on the Company’s common stock, directors receive dividend equivalents in the form of additional restricted stock units. Upon a “change in control” of Ashland, the restricted stock units immediately vest. deferred compensation plan Non-employee directors are eligible to participate in the Deferred Compensation Plan for Non-Employee Directors, a non-qualified deferred compensation plan. Non-employee directors who make an election to defer part or all of any annual cash retainer may have the deferred amounts held as common stock units (share equivalents) in a hypothetical Ashland Common Stock Fund or invested under the other available investment options under the Directors’ Deferral Plan. They may also defer their restricted stock units under this program. The payout of the amounts deferred occurs upon termination of service by the director. Directors may elect to receive the payout in a single lump sum or in installments not to exceed 15 years. Upon a “change in control” of Ashland (as defined in the Deferred Compensation Plan for Non-Employee Directors), amounts deferred in a director’s deferral accounts will be distributed pursuant to each director’s election and valued at the time of the distribution.
2025 director compensation table
2025 director compensation table The following table provides the compensation paid to Ashland’s non-employee directors for fiscal 2025:
2025 director compensation table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Steven D. Bishop | 100,000 | 149,978 | — | 249,978 | | Sanat Chattopadhyay | 110,417 | 149,978 | — | 260,395 | | Suzan F. Harrison | 118,322 | 149,978 | — | 268,300 | | Wetteny Joseph(3) | 30,833 | — | — | 30,833 | | Ashish K. Kulkarni | 100,000 | 149,978 | — | 249,978 | | Susan L. Main | 135,000 | 149,978 | — | 284,978 | | Sergio Pedreiro(3) | 120,000 | 149,978 | — | 269,978 | | Jerome A. Peribere | 115,000 | 149,978 | — | 264,978 | | Janice J. Teal(3) | 6,708 | — | — | 6,708 | | Scott A. Tozier | 100,055 | 149,978 | — | 250,033 |
2025 director compensation table
(1) For fiscal 2025 Messrs. Bishop, Chattopadhyay and Ms. Harrison each elected to defer all or a portion 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 2025 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. The grant date fair value per share of each restricted stock unit was $73.16 per share of Ashland Common Stock. Mr. Joseph and Dr. Teal did not stand for re-election at the Annual Meeting on January 21, 2025. Sergio Pedreiro resigned from the Ashland Board on September 30, 2025. 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. Stockholders may also recommend director candidates by providing prior written notice to the G&N Committee. Page 79 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.
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.
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 stockholders | | | | | | | | | | | human capital management: experience in organizational management and talent development, compensation matters and oversight of social issues, such as diversity and inclusion | | | | | | | | | |
director nominee skills and qualifications
proposal one — election of directors
overview
overview Stockholders are being asked to elect eight directors. The eight individuals nominated by the Board for election as directors at the 2026 Annual Meeting are Steven D. Bishop, Sanat Chattopadhyay, Suzan F. Harrison, Dr. Ashish K. Kulkarni, Susan L. Main, Guillermo Novo, Jerome A. Peribere and Scott A. Tozier. 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.
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 eight 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 eight 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.
required vote
| The Board of Directors unanimously recommends that stockholders vote FOR each of our eight nominees for director. |
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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:
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| Steven D. Bishop | | | principal occupation: Independent Director director since: 2022 age: 61 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 o Sustainability and Productivity |
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| Sanat Chattopadhyay | | | principal occupation: Executive Vice President and President, Merck & Co., Inc. director since: 2023 age: 66 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 Sustainability and Productivity (Chair) o Governance and Nominating |
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| Suzan F. Harrison | | | principal occupation: Independent Director director since: 2022 age: 68 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 (Chair) o Governance and Nominating |
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| Ashish K. Kulkarni, Ph.D. | | | principal occupation: Chief Executive Officer of Kebotix, Inc. director since: 2024 age: 56 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 Governance and Nominating o Sustainability and Productivity |
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| Susan L. Main | | | principal occupation: Independent Director director since: 2017 age: 67 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: ALLE) 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 Audit o Compensation |
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| Guillermo Novo | | | principal occupation: Chair of the Board and Chief Executive Officer of Ashland Inc. director since: 2019 age: 63 independent: No | professional experience: Guillermo Novo has served as the 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. |
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| Jerome A. Peribere | | | principal occupation: Independent Director director since: 2018 age: 71 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 fluent 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 Audit o Governance and Nominating (Chair) |
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| Scott A. Tozier | | | principal occupation: Independent Director director since: 2024 age: 59 independent: Yes | professional experience: Scott A. Tozier retired from Albemarle Corporation (NYSE: ALB), a specialty chemicals manufacturing company, in February 2025 as the Strategic Advisor to the Chief Executive Officer, a role he 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 Audit (Chair) o Sustainability and Productivity |
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| | William C. Whitaker | | | Senior Vice President and Chief Financial Officer | | | Mr. Whitaker, age 37, is Senior Vice President and Chief Financial Officer of Ashland, a position he has held since July 2025. Mr. Whitaker joined Ashland in 2015 and has held several positions of increasing responsibility in corporate development, treasury, financial planning and analysis (FP&A) and investor relations. Prior to Ashland, Mr. Whitaker held roles outside of the company within private equity and transaction advisory services. He holds a Bachelor of Science degree in finance from Ohio State University and holds a Chartered Financial Analyst (CFA) designation. |
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| | Dr. Osama M. Musa | | | Senior Vice President and Chief Technology Officer | | | Dr. Musa, age 57, 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. |
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| | Alessandra Faccin Assis | | | Senior Vice President and General Manager, Life Sciences and Intermediates | | | Ms. Faccin Assis, age 47, 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 Assis 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 Assis joined Sealed Air Corporation in 2013, and held multiple senior leadership positions, including head of corporate financial planning and analysis. Her prior leadership experience includes positions at Dow Chemical and Rohm and Haas. Ms. Faccin Assis 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. |
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| | James P. Minicucci | | | Senior Vice President and General Manager, Personal Care | | | Mr. Minicucci, age 43, 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 Gases at MERCK KGaA, Darmstadt, Germany from October 2019 to May 2023. Prior to that he served as Vice President and General Manager of Process Materials, Asia at Versum Materials from October 2016 to October 2019. Mr. Minicucci holds a Bachelor of Science and a Master of Science degree in Chemical Engineering from Northeastern University. |
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| | Dago Caceres | | | Senior Vice President and General Manager, Specialty Additives | | | Mr. Caceres, age 53, 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. |
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| | Robin E. Lampkin | | | Senior Vice President, General Counsel and Secretary | | | Ms. Lampkin, age 62, 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 34-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. |
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| | Eileen Drury | | | Senior Vice President and Chief Human Resources Officer | | | Ms. Drury, age 57, 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. |
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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 2025, who were:
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| Name | Title | | Guillermo Novo | Chair of the Board and Chief Executive Officer (“CEO”) | | William Whitaker | 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 | | James Minicucci | Senior Vice President and GM Personal Care | | Karl Bostaph(1) | Former Senior Vice President Operations | | J. Kevin Willis(2) | Former Senior Vice President and Chief Financial Officer |
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(1) Karl Bostaph retired from Ashland on October 1, 2025. (2) J. Kevin Willis resigned from Ashland on May 16, 2025.
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:
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, and are “non-employee directors” under SEC rules. | | 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. |
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. |
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 fiscal quarter, annually | | | Form of Delivery | Cash | | Equity | | | Type of Performance | Short-term emphasis | | Long-term emphasis | | | Performance Period | Ongoing | 1 Year | 3 Years | | | How Payout is Determined | Compensation Committee judgment based on review of market and other factors | Formulaic; Compensation Committee verifies performance before payout | Formulaic; Compensation Committee verifies performance before payout | Stock price on vest date | | Most Recent Performance Measure | N/A | Adjusted EBITDA and Innovation Revenue(1) with an EHS/ safety modifier | Return on Net Assets (“RONA”), Adjusted Earnings Per Share (“EPS”) and relative Total Shareholder Return (“rTSR”)(1) | 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 |
fiscal year 2025 compensation structure decisions
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.
fiscal year 2025 incentive plan designs and performance-related payouts
fiscal year 2025 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 2025 Annual Incentive Plan (“Annual Incentive Plan”) and Long-Term Incentive Performance Plan (“LTIPP”), the Compensation Committee approved the following performance metrics in November 2024 for the reasons noted below:
fiscal year 2025 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 | | | 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 | | | Adjusted Earnings Per Share (“aEPS”)(1) | • Measures ongoing operational performance |
fiscal year 2025 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 and Adjusted EPS, as used for purposes of our LTIPP, are non-GAAP measures. Other than RONA and Innovation Revenue, 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.
fiscal year 2025 annual incentive plan design
fiscal year 2025 annual incentive plan design For fiscal 2025, the NEOs, including the CEO, participated in the Annual Incentive Plan, which is designed to reward executives for the achievement of EBITDA growth, and for delivering value through new product sales “Innovation Revenue” with an additional Environmental, Health and Safety (“EH&S”) modifier of up to +/- 10% of the target incentive. The relative weight of each financial metric, as a percentage of each NEO’s Annual Incentive Plan target award, is indicated below:
fiscal year 2025 annual incentive plan design
| NEO | Adjusted Company EBITDA | Innovation Revenue | Adjusted Business Unit EBITDA | | Alessandra Faccin Assis (1) | 25% | 25% | 50% | | James P. Minicucci (2) | 25% | 25% | 50% | | All Other NEOs | 75% | 25% | — |
fiscal year 2025 annual incentive plan design
(1) Adjusted Business Unit EBITDA for Ms. Faccin Assis was based on the Life Sciences and Intermediates reportable segments. (2) Adjusted Business Unit EBITDA for Mr. Minicucci was based on the Personal Care reportable segment. The fiscal 2025 goals for each metric were established as indicated below:
fiscal year 2025 annual incentive plan design
| Performance Levels | Ashland Adjusted EBITDA ($, millions) | Life Sciences & Intermediates Adjusted EBITDA ($, millions)(1) | Personal Care Adjusted EBITDA ($, millions)(1) | Innovation Revenue Sales ($, millions) | Payout (% of Target) | | Threshold | 365.6 | 196.1 | 139.5 | 46.9 | 50 | | Target | 457.0 | 245.2 | 174.4 | 58.6 | 100 | | Maximum | 548.4 | 294.2 | 209.2 | 70.3 | 200 |
fiscal year 2025 annual incentive plan design
(1) Adjusted Business Unit EBITDA targets were used to determine the bonus payout for Mr. Minicucci and Ms. Faccin Assis as described in more detail under the section titled “fiscal year 2025 annual incentive performance” on page 36. 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% above 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 2025, the Compensation Committee set EH&S targets in three areas with a fourth discretionary adjustment for achieving sustainability objectives, as described in the following table:
fiscal year 2025 annual incentive plan design
| Metric | Corporate FY2025 Target(1) | | Ashland (TPRR) | 0.32 | | Ashland (Process Safety—PSI) | 0.30 | | Ashland (Spills and Releases—EIC) | 27 |
fiscal year 2025 annual incentive plan design
Targets were determined by assessing appropriate improvements versus prior year actual results as well as the three-year history of outcomes. Using performance against goals as the starting point, the Compensation Committee uses its discretion when determining the modifier for an individual, team or Business Unit to reflect more closely: o the overall strength of the safety culture, o the seriousness of safety incidents, and o quality performance, individual leadership, safety trends, etc. fiscal year 2025 annual incentive performance The table below shows the adjusted fiscal 2025 performance compared to the pre-established financial performance targets for our identified named executive officers within the Ashland Inc., Personal Care and Life Sciences and Intermediates business units. Consistent with our compensation philosophy, when achievement is above or below target, compensation is also above or below target as illustrated below.
fiscal year 2025 annual incentive plan design
| Corporate Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Company EBITDA | 75% | 457.0 | 398.0 | 67.7% | | Innovation Revenue | 25% | 58.6 | 64.3 | 148.6% | | EH&S Modifier | modifier | varies | varies | 0.0% | | Combined Weighted Payout (% of Target) | | | | 87.9% |
fiscal year 2025 annual incentive plan design
| Life Sciences & Intermediates Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | | Adjusted Business Unit EBITDA | 50% | 245.2 | 202.3 | | 56.3% | | Adjusted Company EBITDA | 25% | 457.0 | 398.0 | | 67.7% | | Innovation Revenue | 25% | 58.6 | 64.3 | | 148.6% | | EH&S Modifier | modifier | varies | varies | | 0.0% | | Combined Weighted Payout (% of Target) | | | | | 82.2% |
fiscal year 2025 annual incentive plan design
| Personal Care Performance Levels | Weighting | Target ($, millions) | Committee Adjusted Result ($, millions) | Payout (% of Target) | | Adjusted Business Unit EBITDA | 50% | 174.4 | 160.0 | 79.5% | | Adjusted Company EBITDA | 25% | 457.0 | 398.0 | 67.7% | | Innovation Revenue | 25% | 58.6 | 64.3 | 148.6% | | EH&S Modifier | modifier | 0.32 | 0.35 | 0.0% | | Combined Weighted Payout (% of Target) | | | | 93.8% |
fiscal year 2025 annual incentive plan design
fiscal year 2025 annual incentive payout Based on the performance outlined above, the Compensation Committee approved the following annual incentive payouts for the NEOs:
fiscal year 2025 annual incentive plan design
| NEO | Annual Incentive Target ($) | Annual Incentive Target Earned (%) | EH&S Modifier Earned (%) | Annual Incentive Actual Payout ($) | | Guillermo Novo | 1,452,950 | 87.9% | 2.5% | 1,313,830 | | William Whitaker | 269,490 | 87.9% | 2.5% | 243,686 | | Alessandra Faccin Assis | 328,055 | 82.2% | 5.0% | 286,146 | | Osama M. Musa | 393,533 | 87.9% | 2.5% | 355,852 | | James Minicucci | 299,936 | 93.8% | 10.0% | 311,409 | | Karl Bostaph (1) | 261,547 | 87.9% | 2.5% | 236,504 | | J. Kevin Willis (2) | 567,243 | 0.0% | 0.0% | - |
fiscal year 2025 annual incentive plan design
(1)Mr. Bostaph retired after the fiscal year was completed and will receive an annual bonus payment per the Plan. (2) Mr. Willis departed Ashland prior to the fiscal year close and is not entitled to an annual bonus per the Plan.
fiscal year 2025 equity grants
fiscal year 2025 equity grants We typically grant annual equity awards during the first quarter of each fiscal year. Neither the Board nor the Compensation Committee takes material non-public information into account when determining the timing or terms of equity awards and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal 2025, the Company did not grant awards of stock options to any NEO within four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Current Report on Form 8-K that discloses material non-public information, and ending one business day after the filing or furnishing of any such report. The Compensation Committee approved the annual grants shown in the table below during the first quarter of fiscal 2025 and for Mr. Whitaker, upon his appointment as Chief Financial Officer in July 2025.
fiscal year 2025 equity grants
| NEO | Aggregate Target FY2025 Equity Award (% of Base Salary) | Aggregate Target FY2025 Equity Award ($) | Target FY2025 - 2027 PSUs (60% of Equity Award) ($) | Target FY2025-2027 PSUs (1) | Target RSU Award (40% of Equity Award) ($) | Target RSU Award (#)(1) | | Guillermo Novo | 439% | 5,100,000 | 3,060,000 | 39,509 | 2,040,000 | 26,340 | | William Whitaker (2) | 265% | 1,100,000 | 660,000 | 8,521 | 440,000 | 5,681 | | Alessandra Faccin Assis | 150% | 757,050 | 454,230 | 5,864 | 302,820 | 3,910 | | Osama M. Musa | 150% | 787,065 | 472,239 | 6,097 | 314,826 | 4,065 | | James Minicucci | 125% | 576,800 | 346,080 | 4,468 | 230,720 | 2,979 | | Karl Bostaph | 100% | 402,380 | 241,428 | 3,117 | 160,952 | 2,078 | | J. Kevin Willis | 225% | 1,418,000 | 850,800 | 10,985 | 567,200 | 7,323 |
fiscal year 2025 equity grants
(1) The number of units reflected here are based on the per share of Ashland Common Stock on November 13, 2024 ($77.45).
fiscal year 2025-2027 PSU design
fiscal year 2025-2027 PSU design Our Long-Term Incentive Performance Plan (“LTIPP”) for our NEOs in fiscal 2025 was composed of 60% in the form of PSUs and 40% in the form of RSUs. We grant executives a mix of equity award types to provide an effective balance between rewarding our NEOs for strong corporate performance and encouraging NEO retention. This design enhances the alignment of the executives’ interests and long-term strategies with those of our stockholders. LTIPP targets are expressed as a percentage of base salary and, in the case of PSUs and RSUs, the number of units awarded is determined by dividing the amount of the LTIPP target by the closing price of Ashland Common Stock on the grant date and rounding down to the nearest whole share.
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.
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 2024, the Compensation Committee reviewed and approved the performance metrics and target performance levels for the PSUs covering a performance period beginning October 1, 2024 and ending September 30, 2027 (the “2025-2027 PSUs”). The structure for the 2025-2027 PSUs will be measured based on achievement against adjusted Return on Net Assets (“RONA”), adjusted Earnings Per Share (“aEPS”) and relative total stockholder return (“rTSR”) at the end of the performance period. Twenty percent (20%) of the PSUs will be earned based on the average of each fiscal year RONA final performance. Twenty percent (20%) of the PSUs will be earned based the Adjusted EPS performance at the end of fiscal year 2027. Sixty percent (60%) of the PSUs will be earned based on Ashland’s rTSR performance versus the S&P400 at the end of fiscal year 2027. rTSR payout is capped @ 100% if overall performance is negative. Depending on the level of performance against the RONA, Adjusted EPS 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 and aEPS metrics, Ashland does not disclose the targets for the RONA or aEPS metric for in-progress PSU programs. The Compensation Committee nonetheless views the RONA and aEPS performance targets for the 2025-2027 PSUs as challenging to achieve and subject to performance risk. Both targets for the 2025-2027 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 2023 - 2025 PSUs performance results and payouts In November 2022, the Compensation Committee established a three-year performance share unit program, covering a measurement period from October 1, 2022 to September 30, 2025 (the “2023-2025 PSUs”). The 2023-2025 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 2023-2025 PSUs, Ashland’s actual performance against those metrics, and the resulting payout as a percentage of the target performance:
restricted stock units (“RSUs”)
| RONA and rTSR Performance Levels | Weighting | Threshold % | Target (%) | Maximum (%) | Adjusted Performance (%) | Payout (% of Target) | | RONA | 40% | 16.6 | 18.4 | 20.2 | 8.6 | 0.0 | | rTSR | 60% | 25.0 | 50.0 | 75.0 | 3.0 | 0.0 | | Combined Weighted Payout (% of Target) | | | | | | 0.0 |
restricted stock units (“RSUs”)
Because Ashland’s performance against each of these measures fell below the minimum level of performance required to earn a payout under the 2023 - 2025 PSUs, no NEO received a payout at the end of the performance period for the 2023 - 2025 PSUs as shown in the table below.
restricted stock units (“RSUs”)
| NEO | Number of PSUs Granted | Award % of Target | Number of Units Earned (#) | Payout Amount ($) | | Guillermo Novo | 26,006 | 0.0% | - | $- | | William Whitaker | 449 | 0.0% | - | $- | | Alessandra Faccin Assis(1) | — | — | - | $- | | Osama M. Musa | 4,140 | 0.0% | - | $- | | James Minicucci (1) | — | — | - | $- | | Karl Bostaph | 1,678 | 0.0% | - | $- | | J. Kevin Willis | 7,683 | 0.0% | - | $- |
restricted stock units (“RSUs”)
(1) Ms. Faccin Assis and Mr. Minicucci were hired after November 2022 and thus were not eligible to receive a 2023 PSU award.
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 4% basic contribution, 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% basic and a 4% Company match 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 51 of this Proxy Statement. NEOs are also offered additional 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 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 52 of this Proxy Statement. change in control agreements Mr. Novo 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 52 of this Proxy Statement.
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 2025 Annual Meeting, stockholders approved our executive compensation proposal by an overwhelming majority (approximately 98%). 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 2025. role of the compensation committee The Compensation Committee is responsible for the approval and administration of compensation programs for directors, 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 fiscal 2025. 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 fiscal 2025, 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.
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:
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 |
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.
2025 compensation peer group
2025 compensation peer group
2025 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 | | |
2025 compensation peer group
Additionally, competitive pay data was gathered from the Equilar 2025 Executive Compensation Survey. The data from the survey is scoped to Ashland’s industry and adjusted to Ashland’s revenue size.
performance peer group
performance peer group In fiscal 2025 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 for determining rTSR, because it reflects Ashland’s performance compared to the broader stock market and provides transparency as to ongoing performance for our investors and incentive plan participants through a publicly available stock index. Our Performance Peer Group is used solely for assessing rTSR performance for our PSUs.
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, 2025, 2024 and 2023:
summary compensation table
| Name and Principal Position(1) | Year ($) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Guillermo Novo | 2025 | 1,152,332 | — | 5,233,863 | 1,313,830 | 207,398 | 7,907,423 | | Chair and Chief | 2024 | 1,128,500 | — | 6,242,771 | 1,477,772 | 132,948 | 8,981,991 | | Executive Officer | 2023 | 1,114,805 | — | 5,454,895 | 101,565 | 286,649 | 6,957,914 | | William Whitaker | 2025 | 323,475 | — | 1,748,658 | 243,686 | 34,549 | 2,350,368 | | SVP and Chief Financial Officer | | | | | | | | | Alessandra Faccin Assis | 2025 | 500,347 | — | 776,798 | 286,146 | 522,888 | 2,086,178 | | SVP & GM Life Sciences & Intermediates | 2024 | 131,923 | 90,000 | 1,439,918 | 96,487 | 252,119 | 2,010,447 | | Osama M. Musa | 2025 | 520,185 | — | 807,638 | 355,852 | 60,147 | 1,743,822 | | SVP, Chief | 2024 | 509,430 | — | 947,789 | 400,260 | 65,188 | 1,922,667 | | Technology Officer | 2023 | 505,150 | — | 1,668,341 | 28,656 | 96,770 | 2,298,917 | | James P. Minicucci | 2025 | 457,460 | — | 591,839 | 311,409 | 60,793 | 1,421,501 | | SVP & GM Personal Care | | | | | | | | | Karl Bostaph | 2025 | 383,869 | — | 412,919 | 236,504 | 503,232 | 1,536,524 | | SVP, Operations | 2024 | 387,420 | — | 491,685 | 269,946 | 462,145 | 1,611,196 | | J. Kevin Willis | 2025 | 496,943 | — | 1,455,194 | 354,333 | 100,859 | 2,407,328 | | SVP, Chief | 2024 | 630,270 | — | 1,759,077 | 594,245 | 75,556 | 3,059,148 | | Financial Officer | 2023 | 624,974 | — | 1,611,560 | 42,544 | 133,300 | 2,412,378 |
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, 2025 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 granted in fiscal 2025 assuming the maximum level of performance are as follows: Mr. Novo, $6,423,373; Mr. Whitaker, $2,211,413; Ms. Faccin Assis, $953,369; Dr. Musa, $660,725; Mr. Minicucci, $484,163; Mr. Bostaph $337,841; and Mr. Willis, $1,785,941. (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. Willis received a payment of the annual incentive plan at target, aligning to the treatment of his annual incentive plan bonus upon retirement. For the amounts reported in the “All Other Compensation” column, the table below reflects the types and dollar amounts of perquisites, additional compensation, and other personal benefits provided to the NEOs during fiscal year 2025. For purposes of computing the dollar amounts of the items listed below, we used the actual out-of-pocket costs to us of providing the perquisite or other personal benefit to the NEO:
summary compensation table
| | | Perquisites | | | | | | | | Name | Tax and Financial Planning(1) | Executive Physical | Relocation Expenses(2) | Expatriate Benefits(3) | Matching Contributions Under Qualified Savings Plan | Matching Contributions Under Non-Qualified Defined Contribution Plan | Tax Gross Ups(4) | Total All Other Compensation | | Guillermo Novo | 26,000 | 1,877 | — | — | 28,000 | 161,990 | 17,408 | 207,398 | | William Whitaker | — | — | — | — | 25,571 | 8,978 | — | 34,549 | | Alessandra Faccin Assis | — | — | 312,389 | — | 29,833 | 7,524 | 173,142 | 522,888 | | Osama M. Musa | 13,783 | — | — | — | 27,028 | 33,119 | — | 60,147 | | James Minicucci | — | — | — | — | 29,612 | 31,181 | — | 60,793 | | Karl Bostaph(3) | — | — | — | 313,406 | 20,355 | 23,743 | 145,728 | 503,232 | | J. Kevin Willis | 15,815 | — | — | — | 26,180 | 62,807 | 11,872 | 100,859 |
summary compensation table
(1) The amounts reported in this column represent the aggregate incremental cost to the Company with respect to tax and financial planning services for Mr. Novo, Dr. Musa, and Mr. Willis. (2) The amount reported in this column for Ms. Faccin Assis represents the aggregate incremental cost to the Company in connection with Ms. Faccin Assis’ relocation from Singapore to the United States. (3) The amount reported in this column represents an expatriate allowance to Mr. Bostaph, pursuant to the Company’s executive mobility policy. The amounts reported in this column reflect: (i) FICA tax gross-up payments made to Mr. Novo and Mr. Willis; (ii) a tax gross-up payment provided to Ms. Faccin Assis related to her relocation from Singapore to the United States; and (iii) a tax gross-up payment made to Mr. Bostaph in connection with host country allowances. These gross-up payments were made to cover the additional tax liabilities incurred by the NEOs as a result of company-provided benefits.
fiscal 2025 grants of plan-based awards
fiscal 2025 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 fiscal 2025:
fiscal 2025 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 | 11/13/2024 | 581,180 | 1,452,950 | 2,905,900 | 19,755 | 39,509 | 79,018 | 26,339 | 5,233,863 | | William Whitaker | 11/13/2024 | 107,796 | 269,490 | 538,980 | 504 | 1,007 | 2,014 | 671 | 133,375 | | | 5/15/2025 | | | | | | | 2,516 | 129,977 | | | 7/18/2025 | | | | 6,466 | 12,931 | 25,862 | 8,620 | 1,485,307 | | Alessandra Faccin Assis | 11/13/2024 | 131,222 | 328,055 | 656,110 | 2,932 | 5,864 | 11,728 | 3,909 | 776,798 | | Osama M. Musa | 11/13/2024 | 157,413 | 393,533 | 787,065 | 3,049 | 6,097 | 12,194 | 4,064 | 807,638 | | James Minicucci | 11/13/2024 | 119,974 | 299,936 | 599,872 | 2,234 | 4,468 | 8,936 | 2,978 | 591,839 | | Karl Bostaph | 11/13/2024 | 104,619 | 261,547 | 523,094 | 1,559 | 3,117 | 6,234 | 2,078 | 412,919 | | J. Kevin Willis | 11/13/2024 | 226,897 | 567,243 | 1,134,486 | 5,493 | 10,985 | 21,970 | 7,323 | 1,455,194 |
fiscal 2025 grants of plan-based awards
(1) The dates reported in this column represent the grant dates for the equity-based awards disclosed 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 2025 Annual Incentive Plan. For fiscal 2025, the actual dollar amounts earned will be paid in December 2025 and are reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. (3) The amounts reported in these columns represent the range of payouts possible in connection with the PSU awards granted under the LTIPP for the fiscal 2025-2027 performance period, granted in November 2024 (and July 2025 for Mr. Whitaker) pursuant to the Ashland Inc. 2021 Omnibus Incentive Compensation Plan (the “2021 Omnibus Plan”). (4) The amounts reported in this column represent the number of RSUs granted in fiscal 2025 pursuant to the 2021 Omnibus Plan. All RSU awards --other than the retention grant to Mr. Whitaker -- vest in equal annual installments on each anniversary of the grant date over a three-year period. a. Mr. Whitaker received an award on May 15, 2025 in recognition of his interim CFO responsibilities; this award will cliff-vest on May 15, 2028. b. An additional award was granted on July 18, 2025 to recognize Mr. Whitaker’s appointment as CFO; the July 2025 award will vest in three equal annual installments beginning November 20, 2026. c. The PSU award will cliff-vest on November 20, 2028. (5) The dollar amounts reported in this column represent the aggregate grant-date fair value of the equity awards (PSUs and RSUs) granted to each NEO and were calculated in accordance with FASB ASC Topic 718. These values: a. assume (i) payment of PSUs at target using a Monte-Carlo simulation incorporating the relative rTSR at $87.57 and RONA as valued at the end of the fourth fiscal quarter; b. (ii) for Mr. Whitaker, reflect grant-date fair values of $51.04 per RSU and $85.91 per PSU for awards granted on July 18, 2025, and c. (iii) for all other NEOs, reflect a grant-date fair value of $77.45 per RSU for awards granted on November 13, 2024.
fiscal 2025 outstanding equity awards
fiscal 2025 outstanding equity awards The following table shows outstanding equity awards held by each of our NEOs as of September 30, 2025, including Stock Appreciation Rights (“SARs“), PSUs, and RSUs, in accordance with the measurement date required for fiscal year-end reporting.
fiscal 2025 outstanding equity awards
| Name | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Guillermo Novo | 70,047 | 76.76 | 1/2/2030 | 56,917 | 2,726,898 | 113,912 | 5,457,525 | | William Whitaker | 1,500 | 77.90 | 11/13/2029 | 12,750 | 610,850 | 15,537 | 744,398 | | Alessandra Faccin Assis | — | — | — | 16,612 | 795,898 | 6,031 | 288,930 | | Osama M. Musa | 12,200 | 77.90 | 11/13/2029 | 19,481 | 933,313 | 16,430 | 787,176 | | | 5,550 | 82.34 | 11/15/2028 | — | — | — | — | | | 8,650 | 67.16 | 12/15/2027 | — | — | — | — | | | 9,793 | 57.96 | 12/16/2026 | — | — | — | — | | James Minicucci | | | | 9,762 | 467,706 | 8,122 | 389,125 | | Karl Bostaph | 2,350 | 76.76 | 1/2/2030 | 4,702 | 225,263 | 8,007 | 383,596 | | J. Kevin Willis | 28,450 | 67.16 | 12/15/2027 | — | — | — | — | | | 32,583 | 57.96 | 12/16/2026 | — | — | — | — | | | 30,229 | 59.41 | 12/18/2025 | — | — | 18,856 | 903,391 |
fiscal 2025 outstanding equity awards
(1) The amounts reported in this column reflect outstanding SARs. (2) The amounts reported in this column and the corresponding dollar values represent the number of PSUs earned with respect to the fiscal 2023-2025 LTIPP performance period that will be paid in November 2025 and other unvested RSUs. performance stock units earned The number of PSUs earned for the fiscal 2023 – 2025 performance period was determined by the Compensation Committee in November 2025. The amounts reflect the Company’s achievement relative to the goals established under the long-term incentive program (“LTIP”). PSUs do not earn dividends or dividend equivalents until vested.
fiscal 2025 outstanding equity awards
| Name | 2023 – 2025 LTIPP(1) | | Guillermo Novo | — | | William Whitaker | — | | Alessandra Faccin Assis(2) | N/A | | Osama M. Musa | — | | James Minicucci(2) | N/A | | Karl Bostaph | — | | J. Kevin Willis | — |
fiscal 2025 outstanding equity awards
(1) Based on the level of achievement against the performance metrics certified by the Compensation Committee in November 2025, the NEOs achieved 0% of target performance due to underachievement against the RONA and rTSR metrics. (2) Mr. Minicucci and Ms. Faccin Assis did not participate in the 2023 - 2025 LTIP program as they joined the Company after the commencement of the performance cycle. unvested restricted stock units The following presents the unvested RSUs held by each NEO as of September 30, 2025. Unless otherwise noted, RSUs vest in equal installments on each annual anniversary of the date of grant over a three-year period. Dividend equivalents accrue on outstanding RSUs and vest upon vesting of the underlying RSU. Upon vesting, RSUs and any related dividend equivalents are converted to shares of Ashland common stock. For Mr. Novo: (i) 27,088 RSUs remaining from a grant of 26,339 RSUs on November 13, 2024; and 749 RSUs earned from dividend equivalents. (ii) 5,470 RSUs remaining from a grant of 5,252 RSUs on November 14, 2023; and 218 RSUs earned from dividend equivalents. (iii) 18,238 RSUs remaining from a grant of 26,263 RSUs on November 14, 2023; and 840 RSUs earned from dividend equivalents. (iv) 6,122 RSUs remaining from a grant of 17,337 RSUs on November 17, 2022; and 587 RSUs earned from dividend equivalents. For Mr. Whitaker: (i) 8,685 RSUs remaining from a grant of 8,620 RSUs on November 13, 2024; and 65 RSUs earned from dividend equivalents. (ii) 2,557 RSUs remaining from a grant of 2,516 RSUs on May 15, 2025; and 41 RSUs earned from dividend equivalents. (iii) 690 RSUs remaining from a grant of 671 RSUs on November 13, 2024; and 19 RSUs earned from dividend equivalents. (iv) 712 RSUs remaining from a grant of 1,024 RSUs on November 14, 2023; and 33 RSUs earned from dividend equivalents. (v) 106 RSUs remaining from a grant of 299 RSUs on November 17, 2022; and 10 RSUs earned from dividend equivalents. For Ms. Faccin Assis: (i) 4,020 RSUs remaining from a grant of 3,909 RSUs on November 13, 2024; and 111 RSUs earned from dividend equivalents. (ii) 12,592 RSUs remaining from a grant of 15,234 RSUs on July 25, 2024; and 481 RSUs earned from dividend equivalents. For Dr. Musa: (i) 4,180 RSUs remaining from a grant of 4,064 RSUs on November 13, 2024; and 116 RSUs earned from dividend equivalents. (ii) 4,181 RSUs remaining from a grant of 6,020 RSUs on November 14, 2023; and 192 RSUs earned from dividend equivalents. (iii) 10,144 RSUs remaining from a grant of 9,694 RSUs on September 19, 2023; and 450 RSUs earned from dividend equivalents. (iv) 975 RSUs remaining from a grant of 2,760 RSUs on November 17, 2022; and 93 RSUs earned from dividend equivalents. For Mr. Minicucci: (i) 3,063 RSUs remaining from a grant of 2,978 RSUs on November 13, 2024; and 85 RSUs earned from dividend equivalents. (ii) 2,450 RSUs remaining from a grant of 3,527 RSUs on November 14, 2023; and 113 RSUs earned from dividend equivalents. (iii) 4,250 RSUs remaining from a grant of 6,708 RSUs on May 18, 2023; and 301 RSUs earned from dividend equivalents. For Mr. Bostaph, the amounts reported in these columns also represent: (i) 2,137 RSUs remaining from a grant of 2,078 RSUs on November 13, 2024; and 59 RSUs earned from dividend equivalents. (ii) 2,169 RSUs remaining from a grant of 3,123 RSUs on November 14, 2023; and 100 RSUs earned from dividend equivalents. (iii) 396 RSUs remaining from a grant of 1,119 RSUs on November 17, 2022; and 38 RSUs earned from dividend equivalents.
fiscal 2025 option exercises and stock vested
fiscal 2025 option exercises and stock vested The following table sets forth information regarding the value realized by each NEO during fiscal 2025 in connection with the exercise of stock appreciation rights (“SARs”) and the vesting of PSUs and RSUs.
fiscal 2025 option exercises and stock vested
| | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2) | | Name | (#) | ($) | (#) | ($) | | Guillermo Novo | — | — | 32,600 | 2,513,119 | | William Whitaker | — | — | 732 | 56,625 | | Alessandra Faccin Assis | — | — | 3,123 | 160,085 | | Osama M. Musa | — | — | 5,990 | 462,279 | | James Minicucci | — | — | 2,585 | 162,616 | | Karl Bostaph | — | — | 2,110 | 163,341 | | J. Kevin Willis | — | — | 20,534 | 1,354,799 |
fiscal 2025 option exercises and stock vested
(1) The amounts reported in this column represent the gross number of shares that vested without deduction for shares withheld to satisfy tax withholding obligations. The vesting activity includes the following RSU vestings: (i) Mr. Novo received (a) 8,865 shares (value realized on vesting using the Ashland Common Stock closing price of $78.05 on November 14, 2024; (b) 12,639 shares (value realized on vesting using the Ashland Common Stock closing price of $77.03 on November 18, 2024); and (c) 11,096 shares (value realized on vesting using the Ashland Common Stock closing price of $76.39 on November 19, 2024). (ii) Mr. Whitaker received (a) 345 shares (value realized on vesting using the Ashland Common Stock closing price of $78.05 on November 14, 2024); (b) 210 shares (value realized on vesting using the Ashland Common Stock closing price of $77.03 on November 18, 2024); and (c) 177 shares (value realized on vesting using the Ashland Common Stock closing price of $76.39 on November 19, 2024). (iii) Ms. Faccin Assis received 3,123 shares (value realized on vesting using the Ashland Common Stock closing price of $51.26 on July 25, 2025). (iv) Dr. Musa received (a) 2,031 shares (value realized on vesting using the Ashland Common Stock closing price of $78.05 on November 14, 2024); (b) 2,081 shares (value realized on vesting using the Ashland Common Stock closing price of $77.03 on November 18, 2024); and (c) 1,878 shares (value realized on vesting using the Ashland Common Stock closing price of $76.39 on November 19, 2024). (v) Mr. Minicucci received (a) 1,395 shares (value realized on vesting using the Ashland Common Stock closing price of $49.99 on May 8, 2025); (b) 1,190 shares (value realized on vesting using the Ashland Common Stock closing price of $78.05 on November 14, 2024). (vi) Mr. Bostaph received (a) 1,054 shares (value realized on vesting using the Ashland Common Stock closing price of $78.05 on November 14, 2024); (b) 638 shares (value realized on vesting using the Ashland Common Stock closing price of $77.03 on November 18, 2024); and (c) 418 shares (value realized on vesting using the Ashland Common Stock closing price of $76.39 on November 19, 2024). (i) Mr. Willis received (a) 3,771 shares (value realized on vesting using the Ashland Common Stock closing price of $78.05 on November 14, 2024); (b) 3,860 shares (value realized on vesting using the Ashland Common Stock closing price of $77.03 on November 18, 2024); (c) 3,486 shares (value realized on vesting using the Ashland Common Stock closing price of $76.39 on November 19, 2024); and 9,417 shares (value realized on vesting using the Ashland Common Stock closing price of $52.76 on May 16, 2025). The amounts reported in this column represent the market value on the vesting date of the shares that vested, without regard to any tax withholding. Market value was determined using the closing price per share of Ashland Common Stock on the applicable vesting date.
non-qualified deferred compensation plans
non-qualified deferred compensation plans The following table sets forth certain information for each of the named executive officers regarding non-qualified deferred compensation for fiscal 2025:
non-qualified deferred compensation plans
| Name | Executive Contributions in Last FY ($) | Registrant Contributions In Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions In Last FY ($) | Aggregate Balance at September 30, 2025 ($) | | Guillermo Novo | 263,011 | 161,990 | 69,833 | — | 2,191,807 | | William Whitaker | 10,120 | 8,978 | 16,243 | — | 119,606 | | Alessandra Faccin Assis | — | 7,524 | 155 | — | 7,679 | | Osama M. Musa | 264,141 | 33,119 | 115,133 | (109,436) | 1,308,968 | | James Minicucci | — | 31,181 | 842 | — | 37,595 | | Karl Bostaph | — | 23,743 | 24,431 | — | 152,943 | | J. Kevin Willis | — | 62,807 | (989,686) | — | 2,303,815 |
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. (2) Aggregate earnings are composed of interest, dividends, capital gains and appreciation/depreciation of investment results. These earnings are not included in the “Summary Compensation Table” in this Proxy Statement. 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 4% basic contribution and a 4% matching contribution, 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.
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) 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.
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 | | | |
potential payments upon termination or change in control
(1) Lump sum payment. 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, 2025. 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, 2025, the last day of fiscal 2025. 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.
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) | 2,324,720 | — | — | — | — | 7,845,930 | | Restricted Stock(7) | 2,687,037 | 2,687,037 | — | 2,687,037 | — | 2,902,670 | | Performance Stock(8) | 4,840,155 | 4,840,155 | — | 4,840,155 | — | 5,809,512 | | Incentive Compensation(9) | 1,452,950 | 1,452,950 | — | 1,452,950 | 1,452,950 | 1,452,950 | | Welfare Benefit | 31,163 | — | — | — | — | 31,163 | | 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 | 11,367,225 | 8,980,142 | — | 8,980,142 | 1,452,950 | 18,073,424 | | William Whitaker | | | | | | | | Cash Severance(6) | 621,900 | — | — | — | — | 1,368,180 | | Restricted Stock(7) | 113,271 | 113,271 | — | 113,271 | — | 650,248 | | Performance Stock(8) | 199,767 | 199,767 | — | 199,767 | — | 1,584,817 | | Incentive Compensation(9) | 243,686 | 243,686 | — | 243,686 | 243,686 | 243,686 | | Welfare Benefit | 25,157 | — | — | — | — | 25,157 | | 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 | 1,223,981 | 556,724 | — | 556,724 | 243,686 | 3,892,288 | | Alessandra Faccin Assis | | | | | | | | Cash Severance(6) | 757,050 | — | — | — | — | 1,705,530 | | Restricted Stock(7) | 490,569 | 490,569 | — | 490,569 | — | 847,230 | | Performance Stock(8) | 94,044 | 94,044 | — | 94,044 | — | 307,565 | | Incentive Compensation(9) | 355,852 | 355,852 | — | 355,852 | 355,852 | 355,852 | | Welfare Benefit | 43,485 | — | — | — | — | 43,485 | | 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 | 1,761,200 | 940,465 | — | 940,465 | 355,852 | 3,279,862 | | Osama Musa | | | | | | | | Cash Severance(6) | 787,065 | — | — | — | — | 1,796,465 | | Restricted Stock(7) | 993,735 | 993,735 | — | 993,735 | — | 993,508 | | Performance Stock(8) | 837,981 | 837,981 | — | 837,981 | — | 837,945 | | Incentive Compensation(9) | 286,146 | 286,146 | — | 286,146 | 286,146 | 286,146 | | Welfare Benefit | 27,487 | — | — | — | — | 27,487 | | Outplacement | 5,200 | — | — | — | — | 5,200 | | Financial Planning | 15,000 | — | — | — | — | 15,000 | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | — | | Total | 2,952,614 | 2,117,862 | — | 2,117,862 | 286,146 | 3,961,752 | | James Minicucci | | | | | | | | Cash Severance(6) | 692,160 | — | — | — | — | 1,522,752 | | Restricted Stock(7) | 181,407 | 181,407 | — | — | — | 497,872 | | Performance Stock(8) | 354,501 | 354,501 | — | — | — | 497,872 | | Incentive Compensation(9) | 311,409 | 311,409 | — | 311,409 | 311,409 | 311,409 | | Welfare Benefit | 43,485 | — | — | — | — | 43,485 | | 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 | 1,603,162 | 847,317 | — | 311,409 | 311,409 | 2,893,589 | | Karl Bostaph | | | | | | | | Cash Severance(6) | 603,570 | — | — | — | — | 1,327,854 | | Restricted Stock(7) | 239,598 | 239,598 | — | 239,598 | — | 239,792 | | Performance Stock(8) | 408,306 | 408,306 | — | 408,306 | — | 408,336 | | Incentive Compensation(9) | 236,504 | 236,504 | — | 236,504 | 236,504 | 236,504 | | Welfare Benefit | 29,330 | — | — | — | — | 29,330 | | 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 | 1,537,507 | 884,408 | — | 884,408 | 236,504 | 2,262,016 |
potential payments upon termination or change in control
| J. Kevin Willis | | | | | | | | Cash Severance(6) | — | — | — | — | — | — | | Restricted Stock(7) | — | — | — | — | — | — | | Performance Stock(8) | 961,656 | 961,656 | — | 961,656 | — | 961,656 | | Incentive Compensation(9) | — | — | — | — | — | — | | Welfare Benefit | — | — | — | — | — | — | | Outplacement | — | — | — | — | — | — | | Financial Planning | — | — | — | — | — | — | | Severance Cutback(10) | N/A | N/A | N/A | N/A | N/A | — | | Total | 961,656 | 961,656 | — | 961,656 | — | 961,656 |
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, 2025. 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 2025 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. (2) 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, 2025 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 $47.91 as reported on the NYSE on September 30, 2025. (8) The LTIPP amounts identified in all of the columns are based on the actual results for the fiscal 2023-2025 performance period as this performance period is complete (payout at 0%) and target results for the fiscal 2024-2026 and 2025-2027 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 2024-2026 and 2025-2027 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. 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 2025 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 2025 annual incentive award without pro-ration since the entire performance period was completed as of September 30, 2025. Mr. Novo is over his Parachute Limit under Sections 4999 and 280G of the Internal Revenue code if a CIC occurs with a qualifying termination. However, a reduction in payments will not result in a greater overall net after-tax benefit, so a cutback will not be applied. (11) Future potential payouts remain for Mr. Bostaph’s PSU awards which were granted on November 17, 2022, November 14, 2023, and November 13, 2024, Based on the amount of time Mr. Bostaph was employed during these award periods, he is eligible to receive 1,678, 3,123, and 3,206 shares, respectively, assuming 100% achievement of company RONA and rTSR metrics. (12) Future potential payouts remain for Mr. Willis’ PSU awards which were granted on November 17, 2022, and November 14, 2023. Based on the amount of time Mr. Willis was employed during these award periods, he is eligible to receive 7,683 and 11,173 shares, respectively, assuming 100% achievement of company RONA and rTSR metrics executive change in control agreements
potential payments upon termination or change in control
Mr. Novo executed a change in control agreement in January 2020 with Ashland. This agreement 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. 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:
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 RSUs/Restricted Stock Equivalents (“RSEs”). | Immediate vesting of all outstanding RSU/RSEs. | | 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 | Payment in cash of any earned incentive compensation for completed performance periods not already paid and pro-rata payment of any incentive compensation at target level for the |
potential payments upon termination or change in control
| Benefit | CEO | Other NEOs | | | 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. | 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. |
potential payments upon termination or change in control
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 (i) engaging in competitive activity against Ashland; and (ii) 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 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: 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 o 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, RSU/RSEs 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. 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.
pay versus performance table
pay versus performance table
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) | | 2025 | $7,868,591 | $(2,860,095) | $2,268,816 | $1,008,531 | $74 | $129 | $(845) | $398 | | 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 |
pay versus performance table
(1) The following individuals are our PEO and other NEOs for each fiscal year:
pay versus performance table
| Fiscal Year | PEO(s) | Non-PEO NEOs | | 2025 | Guillermo Novo | William Whitaker, Alessandra Faccin Assis, Osama M. Musa, James Minicucci, Karl Bostaph, J. Kevin Willis | | 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 |
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:
pay versus performance table
| | FY 2021 | | FY 2022 | | FY 2023 | | FY 2024 | | FY 2025 | | | Adjustments | PEO | Avg. non-PEO NEO | 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 | $7,868,591 | $2,268,816 | | 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) | $(5,251,642) | $(998,906) | | 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 | $2,536,914 | $516,287 | | 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 | $— | $853 | | 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 | $(5,957,538) | $(555,495) | | 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 | $1,469,672 | $(100,915) | | 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) | $(3,526,093) | $(122,109) | | 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 | $(2,860,095) | $1,008,531 |
pay versus performance table
rTSR is cumulative for the measurement periods beginning and ending based on the fiscal year of the award (October through September), 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 Annual Report on Form 10-K for the fiscal year ended September 30, 2025. “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, September 30, 2024, and September 30, 2025.
pay versus performance table
| | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY2025 | | Ashland TSR | $100 | $127 | $137 | $120 | $130 | $74 | | Peer Group - Materials TSR | $100 | $128 | $114 | $135 | $154 | $129 | | PEO Compensation Actually Paid | | $9,133,390 | $12,896,115 | $239,756 | $12,245,391 | $(2,860,095) | | Avg non-PEO NEO Compensation Actually Paid | | $1,937,347 | $2,629,583 | $607,649 | $2,931,498 | $1,008,531 |
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, September 30, 2024, and September 30, 2025.
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| | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 | | Adj. EBITDA (in millions) | $568 | $625 | $452 | $454 | $398 | | PEO Compensation Actually Paid | $9,133,390 | $12,896,115 | $239,756 | $12,245,391 | $(2,860,095) | | Avg non-PEO NEO Compensation Actually Paid | $1,937,347 | $2,629,583 | $607,649 | $2,931,498 | $1,008,531 |
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, September 30, 2024, and September 30, 2025.
pay versus performance table
| | FY 2021 | FY 2022 | FY 2023 | FY2024 | FY 2025 | | Net Income (in millions) | $220 | $927 | $178 | $247 | $(845) | | PEO Compensation Actually Paid | $9,133,390 | $12,896,115 | $239,756 | $12,245,391 | $(2,860,095) | | Avg non-PEO NEO Compensation Actually Paid | $1,937,347 | $2,629,583 | $607,649 | $2,931,498 | $1,008,531 |
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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, 2025. The measures listed are not ranked
pay versus performance table
| Company-selected performance measures: | | Adjusted EBITDA | | Return on Net Assets (“RONA”) | | Relative TSR compared to the S&P 400 Index |
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 2026, 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 2025 and 2024.
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| | 2025 | 2024 | | Audit Fees(1) | $5,509,334 | $5,702,046 | | Audit-Related Fees(2) | — | 655,911 | | Tax Fees(3) | 160,421 | 237,988 | | Total Other Fees(4) | — | — | | Total | $5,669,755 | $6,595,945 |
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(1) Audit fees for fiscal 2025 and 2024 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 2025 and 2024 also include fees associated with the Company’s foreign securitization program, supply chain financing program, the Avoca and Nutraceuticals divestiture and assistance with the review of documents filed with the SEC. (2) Audit-related fees in 2024 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 2026.
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| The Board of Directors unanimously recommends a vote FOR the ratification of EY as Ashland’s independent registered public accounting firm for fiscal 2026. |
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audit committee report The Audit Committee currently is composed of three independent directors and operates under a written charter adopted by the Board of Directors. At its November 2025 meeting, the Board determined that all current members of the Audit Committee — Ms. Main and Messrs. Peribere and Tozier — are independent as defined by SEC rules and the listing standards of the New York Stock Exchange, each of which apply to Ashland, and its governance standards. The Board also determined that Ms. Main and Mr. Tozier each qualify as audit committee financial experts under applicable 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 2025, 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 2025 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. 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, 2025, for filing with the SEC.