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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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

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Where:

Hotel du Pont, 42 West 11th Street, Wilmington, DE 19801.

Items of Business:

(1)     Election of the 11 director nominees named in the accompanying Proxy Statement for one-year terms expiring at the next annual meeting of stockholders and until their successors are duly elected and qualified;

(2)     To ratify the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2020;

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

(4)     To consider any other business properly brought before the Annual Meeting.

Who Can Vote:

Only stockholders of record at the close of business on December 2, 2019 are entitled to vote at the Annual Meeting or any adjournment of that Annual Meeting.

You can vote in one of several ways:

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

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

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

Attend the meeting to vote IN PERSON

PROXY SUMMARY

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

ASHLAND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

ASHLAND COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

PROPOSAL ONE - ELECTION OF DIRECTORS

Board of Directors

Director Nominees

Compensation of Directors

Director Compensation Table

Annual Retainer

Restricted Stock Units

Stock Ownership Guidelines for Directors

Corporate Governance

Governance Principles

Board Leadership Structure

Oversight of Ashland’s Executive Compensation Program

Compensation Committee Interlocks and Insider Participation

Board’s Role of Risk Oversight

Director Independence and Certain Relationships

Related Person Transaction Policy

Delinquent Section 16(a) Reports

Communication with Directors

Attendance at Annual Meeting

Executive Sessions of Directors

Stockholder Recommendations for Directors

Stockholder Nominations of Directors

Committees and Meetings of the Board of Directors

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year End

Option Exercises and Stock Vested

Pension Benefits

Non-Qualified Deferred Compensation

Potential Payments upon Termination or Change in Control

AUDIT COMMITTEE REPORT

PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

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

MISCELLANEOUS

Proxy Solicitation

Stockholder Proposals for the 2021 Annual Meeting

Other Matters

APPENDIX A

Use of Non-GAAP Measures and Non-GAAP Reconciliations

Forward-Looking Statements

Date & Time:

January 30, 2020 at 10:30 a.m. (EST)

Address:

Hotel du Pont

42 West 11th Street, Wilmington, DE 19801

Record Date:

December 2, 2019

Voting:

Board’s
Recommendations

  Proposal One. The election of 11 director nominees that possess the necessary qualifications to provide guidance to the Company’s management (page 9)

FOR ALL of your
Board’s Director
Nominees

  Proposal Two. Ratification of the appointment of Ernst & Young LLP as independent registered public accountants for fiscal 2020 (page 83)

  Proposal Three. A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers (page 84)

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(i)

 Name

Primary Occupation

 Brendan M. Cummins

68

2012

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

 William G. Dempsey

68

2016

Former Executive Vice President of Global Pharmaceuticals at Abbott Laboratories

 Jay V. Ihlenfeld

67

2017

Former Senior Vice President of 3M Company

 Susan L. Main

61

2017

Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated

 Guillermo Novo

57

2019

Incoming Chairman of the Board and Chief Executive Officer

 Jerome A. Peribere

65

2018

Former President and Chief Executive Officer of Sealed Air Corporation

 Craig A. Rogerson

63

2019

Chairman, President and Chief Executive Officer of Hexion Inc.

EHS&Q

 Mark C. Rohr

68

2008

Executive Chairman and Former Chief Executive Officer of Celanese Corporation

Comp;
G&N
(Chair)

 Ricky C. Sandler

50

N/A

Founder and Chief Executive Officer/Chief Investment Officer of Eminence Capital

 Janice J. Teal

67

2012

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

EHS&Q
(Chair);
Comp

 Kathleen Wilson-Thompson

62

2017

Executive Vice President and Global Chief Human Resources Officer of Walgreens Boots Alliance Inc.

AC – Audit Committee

Comp – Compensation Committee

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(ii)

Operating income was $166 million compared to $102 million a year ago.

Income from continuing operations was $24 million, versus $19 million in fiscal 2018.

Net income attributable to Ashland was $505 million compared to $114 million in fiscal 2018.

Adjusted EBITDA was $532 million, compared to $515 million in fiscal 2018.

In August, Ashland divested the Composites business and Marl BDO facility to INEOS Enterprise. Proceeds from this transaction and ongoing cash flow generation enabled Ashland to return over $260 million to shareholders in fiscal 2019 through both share repurchases and dividends, while reducing debt by $940 million.

The Compensation Committee did not increase the base salaries of Messrs. Wulfsohn, Willis and Ganz.

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(iii)

The Compensation Committee approved merit increases to the base salaries for Messrs. Consiglio and Musa.

Messrs. Wulfsohn, Willis and Ganz’s annual and long-term target incentive opportunities did not increase.

The Compensation Committee increased Mr. Consiglio’s annual and long-term target incentive opportunities to 75% and 150%, respectively, to further align Mr. Consiglio’s overall compensation with competitive practices and his internal peers.

Mr. Musa’s annual target incentive opportunity increased to 75%. In fiscal year 2020, Mr. Musa’s long-term target incentive opportunity will increase to 150% to further align his compensation with his internal peers.

In addition to regular long-term incentive grants, Messrs. Consiglio and Musa were each awarded an RSU grant on March 20, 2019, with a grant date value of $500,000. These grants provide an additional incentive to encourage the executives to continue to build upon the reorganization of Ashland. Mr. Consiglio’s grant will cliff vest 100% three years from the grant date and Mr. Musa’s grant will vest 30% one year from grant date and 70% three years from the grant date.

For the fiscal 2019 performance period, the Compensation Committee used Adjusted EBITDA and Free Cash Flow as annual incentive metrics. These are non-GAAP measures and are reconciled to the applicable GAAP measurements in Appendix A. A cost reduction modifier was implemented to award the senior leaders if they were to meet the $120 million cost reduction program, resulting in a range of -20% to +20% of their annual incentive payout.

The Compensation Committee continued to use adjusted EPS as a three-year performance metric for the long-term incentive performance plan, with the potential for a total shareholder return modifier. Adjusted EPS is a non-GAAP measure and is reconciled to the applicable GAAP measurement in Appendix A.

The Compensation Committee increased the maximum payout for the maximum performance level under the fiscal 2019 Annual Incentive Plan from 150% of target to 200% of target. This change aligns with general industry practice as well as peer companies.

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(iv)

What matters will be voted on at the Annual Meeting?

A:     

(1)    

Election of 11 directors to your Board of Directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified. Your Board unanimously recommends that you vote FOR the election of all of your Board’s nominees: Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Susan L. Main, Guillermo Novo, Jerome A. Peribere, Craig A. Rogerson, Mark C. Rohr, Ricky C. Sandler, Janice J. Teal, and Kathleen Wilson-Thompson;

(2)    

Ratification of Ernst & Young LLP (“EY”) as Ashland’s independent registered public accountants for fiscal 2020; and

(3)    

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

Why am I receiving this Proxy Statement?

Ashland is delivering this Proxy Statement and the accompanying proxy materials to you in connection with the solicitation of proxies by and on behalf of your Board of Directors, for use at the Annual Meeting, which will take place on January 30, 2020, and at any adjournments and postponements thereof. This Proxy Statement is intended to assist you in making an informed vote on the proposals described in this Proxy Statement. On behalf of our Board of Directors, we are making these materials available to you beginning on or around December 9, 2019 in connection with the solicitation of proxies.

What are the recommendations of the Board of Directors?

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

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

FOR the ratification of EY as Ashland’s independent registered public accountants for fiscal year 2020; and

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

Who may vote at the Annual Meeting?

Stockholders of Ashland at the close of business on December 2, 2019 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 60,228,019 shares of Common Stock of Ashland (“Ashland Common Stock”) outstanding. Each share of Ashland Common Stock is entitled to one vote.

Who can attend the Annual Meeting?

All Ashland stockholders on the Record Date are invited to attend the Annual Meeting, although seating is limited. All attendees will be required to provide a government-issued current form of photo identification. If your shares are held in the name of a broker, bank or other nominee, you will need to bring a proxy or letter from that nominee that confirms you are the beneficial owner of those shares in order to enter the Annual Meeting.

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

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including the Notice of Annual Meeting of Stockholders and Proxy Statement, together with our 2019 Annual Report, by providing access to such documents on the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they have specifically requested them. Instead, a Notice of Internet Availability of Proxy Materials (“Notice”) will be mailed to stockholders starting on or around December 17, 2019.

How do I access the proxy materials?

The Notice will provide you with instructions regarding how to view Ashland’s proxy materials for the Annual Meeting and the 2019 Annual Report on the Internet. The Notice also instructs you on how you may submit your vote. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.

What shares are included on the proxy card?

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

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

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

How do I vote my shares?

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

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How do I vote my shares in the DRP?

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

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

Each participant in the Employee Savings Plan, the Union Plan, or the ISP Plan may instruct the Trustee on how to vote the shares of Ashland Common Stock credited to the participant’s account in each plan. In the case of the Union Plan or the ISP plan, such instructions will additionally be applied to a proportionate number of shares of Ashland Common Stock held in all other plan participants’ accounts for which voting instructions are not timely received by the Trustee (the “non-directed shares”). In the case of the Employee Savings Plan, each participant may separately instruct the Trustee on how to vote a proportionate number of non-directed shares. Each participant who gives the Trustee any such instruction acts as a named fiduciary for the applicable plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Your vote must be received by the Plan Tabulator, before 6:00 a.m. (EST) on January 28, 2020. You may not vote your shares in such plans in person at the Annual Meeting.

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

Yes. You have the right to change or revoke your proxy (1) at any time before the Annual Meeting by (a) notifying Ashland’s Secretary in writing at 50 E. RiverCenter Boulevard, Covington, KY 41011, (b) returning a later dated proxy card or (c) entering a later dated telephone or Internet vote; or (2) by voting in person at the Annual Meeting. Your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting. Any changes or revocations of voting instructions to the Trustee of the Employee Savings Plan, the Union Plan, or the ISP Plan must be received by the Plan Tabulator, before 6:00 a.m. (EST) on January 28, 2020.

Who will count the vote?

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

What constitutes a quorum?

As of the Record Date, 60,228,019 shares of Ashland Common Stock were outstanding and entitled to vote. A majority of the shares issued and outstanding and entitled to be voted thereat must be present in person or by proxy to constitute a quorum to transact business at the Annual Meeting. If you vote in person, by telephone, over the Internet or by returning a properly executed proxy card, you will be considered a part of that quorum. Abstentions and broker non-votes (if any), as described below, will be treated as present for the purpose of determining a quorum.

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

A:     

(1)    

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

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(2)    

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

(3)    

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

What is a broker non-vote?

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

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

All shares represented by validly executed proxies will be voted at the Annual Meeting, and such shares will be voted in accordance with the instructions provided. If no voting specification is made on your returned proxy card, Guillermo Novo or Peter J. Ganz, as individuals named on the proxy card, will vote in line with the Board’s recommendations with respect to any such proposal, i.e., (i) FOR the election of the 11 director nominees, (ii) FOR the ratification of EY, and (iii) FOR the non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

How will broker non-votes and abstentions be treated?

Ashland will treat broker non-votes as present to determine whether or not there is a quorum at the Annual Meeting, but they will not be treated as entitled to vote on any “non-routine” matters. Abstentions will also be treated as present for the purpose of determining quorum but as unvoted shares for the purpose of determining the approval of

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any matter submitted for a vote. This means that broker non-votes and abstentions will have no effect on whether any of the proposals pass.

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

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

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

Please contact Innisfree M&A Incorporated, the firm assisting us in the solicitation of proxies, toll-free at 1 (877) 456-3402. Banks and brokers may call collect at 1 (212) 750-5833.

Important Notice regarding the availability of Proxy Materials for the

Annual Meeting to be held on January 30, 2020.

This Proxy Statement and Ashland’s 2019 Annual Report to Stockholders are available at

www.ashland.com/proxy.

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Name and Address of Beneficial Owner

The Vanguard Group

100 Vanguard Blvd

Malvern, PA 19355

BlackRock, Inc.

55 East 52nd Street

New York, New York 10022

Eminence Capital, LP

399 Park Avenue, 25th Floor

New York, New York 10022

Based on 60,183,754 shares of Ashland Common Stock outstanding as of October 31, 2019.

Based upon information contained in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on February 11, 2019, Vanguard beneficially owned 6,044,801 shares of Ashland Common Stock as of December 31, 2018, with sole voting power over 30,329 shares, shared voting power over 7,600 shares, sole dispositive power over 6,012,663 shares and shared dispositive power over 32,138 shares. Vanguard reported its beneficial ownership on behalf of itself and the following wholly owned subsidiaries: Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.

Based upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 4, 2019, BlackRock beneficially owned 5,597,768 shares of Ashland Common Stock as of December 31, 2018, with sole voting power over 5,302,785 shares, shared voting power over no shares, sole dispositive power over 5,597,768 shares and shared dispositive power over no shares. BlackRock reported its beneficial ownership on behalf of itself and the following direct and indirect subsidiaries and affiliates: BlackRock Life Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; and BlackRock Fund Managers Ltd.

Based upon information contained in Mr. Sandler’s director nominee questionnaire as of November 5, 2019, Eminence Capital, LP (“Eminence”) beneficially owned 5,078,077 shares of Ashland Common Stock, with sole voting power over 5,078,077 shares, shared voting power over no shares, sole dispositive power over 5,078,077 and shared dispositive power over no shares. Eminence reports its beneficial ownership on behalf of itself and Ricky C. Sandler, a U.S. Citizen (“Mr. Sandler,” and together with Eminence Capital, the “Reporting Persons”). Eminence serves as the management company or investment adviser to, and may be deemed to have shared voting and dispositive power over the shares of Common Stock held by, various investment funds and separately managed accounts under its management and control. The general partner of Eminence is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler.

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 Name of Beneficial Owner

 William A. Wulfsohn*

229,207

*

(2)(3)(4)

 J. Kevin Willis

92,625

*

(1)(2)(3)

 Peter J. Ganz

81,741

*

(2)(3)

 Vito J. Consiglio***

6,091

(1)(2)(3)

 Osama M. Musa

9,190

*

(2)(3)

 Brendan M. Cummins

0

*

(2)

 William G. Dempsey

6,098

*

(2)(5)

 Jay V. Ihlenfeld

5,215

*

(2)(5)

 Susan L. Main

4,218

*

(2)(5)

 Guillermo Novo*

0

*

 Jerome A. Peribere

3,370

*

(5)

 Craig A. Rogerson

0

*

 Mark C. Rohr

61,278

*

(2)(5)

 Ricky C. Sandler**

5,081,522

8.4%

(6)

 Janice J. Teal

22,039

*

(2)(5)

 Kathleen Wilson-Thompson

4,218

*

(2)(5)

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

5,646,170

9.33%

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

As announced on October 8, 2019, Mr. Novo will succeed Mr. Wulfsohn as Chairman and Chief Executive Officer of Ashland effective December 31, 2019.

Mr. Sandler is a director nominee.

Mr. Consiglio will be leaving the Company on January 31, 2020 due to the elimination of the Chief Commercial Officer position.

Includes shares of Ashland Common Stock held under the Employee Savings Plan by executive officers: as to Mr. Willis, 18,545 shares; as to Mr. Consiglio, 236 shares; and as to all executive officers as a group, 21,674 shares. Participants can vote the Employee Savings Plan shares.

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Includes grants of restricted stock units, and common stock units and/or restricted stock units (share equivalents) held by executive officers in the Ashland Common Stock Fund under Ashland’s non-qualified Deferred Compensation Plan for Employees (the “Employees’ Deferral Plan”) or by directors under the non-qualified Deferred Compensation Plan for non-employee directors (the “Directors’ Deferral Plan”): as to Mr. Wulfsohn, 17,531 units; as to Mr. Willis, 33,187 units; as to Mr. Ganz, 3,050 units; as to Mr. Consiglio, 2.053 units; as to Mr. Musa, 1,525 units; as to Mr. Dempsey, 4,215 units; as to Dr. Ihlenfeld, 3,332 units; as to Ms. Main, 2,335 units; as to Mr. Peribere, 1,487 units; as to Mr. Rohr, 54,395 units; as to Dr. Teal, 20,156 units; as to Ms. Wilson-Thompson, 2,335 units; and as to all directors and executive officers as a group, 151,681 units. Mr. Cummins, as a non-U.S. resident, is not eligible to defer U.S.-based compensation and therefore holds 18,090 restricted stock units, payable solely in cash, directly and not through the Directors’ Deferral Plan.

Includes shares of Ashland Common Stock with respect to which the executive officers have the right to acquire beneficial ownership within 60 calendar days after October 31, 2019, through the exercise of stock appreciation rights (“SARs”): as to Mr. Wulfsohn, 81,811 shares; as to Mr. Willis, 39,548 shares; as to Mr. Ganz, 38,541 shares; as to Mr. Consiglio, 975 shares; as to Mr. Musa, 7,665 shares; and as to all directors and executive officers as a group, 175,591 shares through SARs. All SARs included in this table are reported on a net basis based on the closing price for Ashland Common Stock as reported on the New York Stock Exchange (“NYSE”) Composite Tape on October 31, 2019. All SARs are stock settled and are not issued in tandem with an option.

Includes restricted shares of Ashland Common Stock for Mr. Wulfsohn of 31,460 shares. No other executive officer holds restricted shares as of October 31, 2019.

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

Mr. Sandler has sole voting power over 3,445 shares and shared voting power over 5,078,077 shares. The 5,078,077 shares (the “Eminence Shares”) are owned by certain funds and investment vehicles (the “Eminence Funds”) managed by Eminence. The Eminence Shares are not held directly by Mr. Sandler. From time to time, certain of these shares are held in the ordinary course of business with other investment securities owned by the Eminence Funds in co-mingled margin accounts with a prime broker that may, from time to time, extend margin credit to certain Eminence Funds, subject to applicable federal margin, stock exchange rules and credit policies. Mr. Sandler is the Founder and Chief Executive Officer/Chief Investment Officer of Eminence, and therefore is in a position to determine the Funds’ investment and voting decisions. Accordingly, Mr. Sandler and Eminence may be deemed to indirectly beneficially own the shares that the Eminence Funds directly and beneficially own.

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The Board of Directors unanimously recommends a vote FOR ALL the following nominees

at the 2020 Annual Meeting: Brendan M. Cummins, William G. Dempsey, Jay V.  Ihlenfeld,

Susan L. Main, Guillermo Novo, Jerome A. Peribere, Craig A. Rogerson, Mark C. Rohr,

Ricky C. Sandler, Janice J. Teal and Kathleen Wilson-Thompson.

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9

  BRENDAN M. CUMMINS

Principal Occupation:

Former Consultant to

The Valence Group; Former

Chief Executive Officer of

Ciba Specialty Chemicals

Director Since: 2012

Age: 68

Professional Experience:

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

Education:

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

Other Company Boards:

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

Non-Profit Boards:

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

Director Qualifications:

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

Board Committees:

*  Audit

*  Environmental, Health, Safety and Quality

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10

  WILLIAM G. DEMPSEY

Principal Occupation:

Former Executive Vice

President of Global

Pharmaceuticals at Abbott

Laboratories

Director Since: 2016

Age: 68

Professional Experience:

Mr. Dempsey held various executive positions with Abbott Laboratories from 1982 until 2007, including Executive Vice President of Global Pharmaceuticals from 2006, Senior Vice President of Pharmaceutical Operations from 2003 and Senior Vice President of International Operations from 1999. He has previously served as Chairman of the International Section of the Pharmaceutical Research and Manufacturers of America (PhRMA) and as Chairman of the Accelerating Access Initiative, a cooperative public-private partnership of UNAIDS, the World Bank, and six research-based pharmaceutical companies.

Education:

Mr. Dempsey holds a Bachelor of Science degree in accounting from DePaul University.

Public Company Boards:

Mr. Dempsey currently serves as Chairman of the Board of Hill-Rom Holdings, Inc., where he is Chair of the Mergers and Acquisitions Committee and a member of the Nominating and Governance Committee. In the past five years, Mr. Dempsey has served on the boards of Landauer, Inc., Hospira, Inc. and Nordion Inc. From March 2018 to July 2018, Mr. Dempsey served as Executive Chairman of Hill-Rom Holdings, Inc.

Non-Profit Boards:

Mr. Dempsey is a member of the Board of Trustees for the Guadalupe Center in Immokalee Florida.

Director Qualifications:

As former Executive Vice President of Global Pharmaceuticals at a public company, Mr. Dempsey brings significant experience within the pharmaceutical industry, as well as knowledge in the areas of finance, accounting, international operations and corporate governance. He also brings significant experience gained from service on the boards of other public companies.

Board Committees:

*  Audit

*  Governance and Nominating

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11

  JAY V. IHLENFELD

Principal Occupation:

Former Senior Vice President

of 3M Company

Director Since: 2017

Age: 67

Lead Independent Director

Professional Experience:

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

Education:

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

Public Company Boards:

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

Non-Profit Boards:

Dr. Ihlenfeld is a director of the Minnesota Orchestra and is currently serving as Treasurer. Dr. Ihlenfeld is also Vice President and Trustee of Phi Delta Theta Foundation.

Director Qualifications:

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

Board Committees:

*  Audit

*  Environmental, Health, Safety and Quality

  SUSAN L. MAIN

Principal Occupation:

Senior Vice President and

Chief Financial Officer of

Teledyne Technologies

Incorporated

Director Since: 2017

Age: 61

Professional Experience:

Ms. Main is Senior Vice President and Chief Financial Officer of Teledyne Technologies, a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems, since November 2012. Prior to that, she was Vice President and Controller of Teledyne, a position she held for eight years. From 1999-2004, 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’s degree from California State University, Fullerton.

Public Company Boards:

Ms. Main serves on the Board of Garrett Motion Inc., where she serves on the Audit and Nominating and Corporate Governance committees.

Director Qualifications:

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

Board Committees:

*  Audit (Chair)

*  Governance and Nominating

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12

  GUILLERMO NOVO

Principal Occupation:

Incoming Chairman of the

Board and Chief Executive Officer of Ashland Global Holdings Inc.

Director Since: 2019

Age: 57

Professional Experience:

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

Education:

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

Public Company Boards:

Mr. Novo has served as a director of Ashland’s Board since May 22, 2019, serving on the Audit Committee until October 8, 2019 and continuing to serve on the Environmental, Health, Safety and Quality Committee until December 31, 2019. Within the past five years, Mr. Novo also served as a director of Versum Materials, Inc. and Bemis Company, where he served on the Compensation and Nominating and Governance committees.

Director Qualifications:

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

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13

  JEROME A. PERIBERE

Principal Occupation:

Former President and Chief

Executive Officer of

Sealed Air Corporation

Director Since: 2018

Age: 65

Professional Experience:

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

Education:

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

Public Company Boards:

Mr. Peribere currently serves as a board member of Xylem Inc. where he serves on the Finance, Innovation & Technology Committee and chairs the Leadership Development and Compensation Committee. Mr. Peribere previously served as a director of Sealed Air and BMO Financial Corporation.

Director Qualifications:

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

Board Committees:

*  Compensation

*  Governance and Nominating

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14

  CRAIG A. ROGERSON

Principal Occupation:

Chairman, President and Chief Executive Officer of Hexion Inc.

Director Since: 2019

Age: 63

Professional Experience:

Mr. Rogerson is the current Chairman, President and Chief Executive Officer of Hexion Inc. In April of 2019, Hexion filed a petition of voluntary reorganization under Chapter 11 and successfully completed its financial restructuring in July of 2019. Prior to this position, Mr. Rogerson served as Chairman, President and Chief Executive Officer of Chemtura Corporation (“Chemtura”) from December 2008 until April 2017. In March 2009, Chemtura filed a petition of voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code and successfully completed its financial restructuring in November of 2010. Prior to joining Chemtura, Mr. Rogerson served as President, Chief Executive Officer and Director of Hercules Incorporated (“Hercules”) from December 2003 until November 2008 when Hercules was acquired by Ashland. Mr. Rogerson joined Hercules in 1979 and served in a number of management positions before leaving the company to serve as President and Chief Executive Officer of Wacker Silicones Corporation in 1997. In May 2000, Mr. Rogerson rejoined Hercules and was named President of its BetzDearborn Division in August 2000. Prior to being named Chief Executive Officer of Hercules in December 2003, Mr. Rogerson held a variety of senior management positions with the company.

Education:

Mr. Rogerson received a Chemical Engineering degree from Michigan State University.

Public Company Boards:

Mr. Rogerson is a director of PPL Corporation where he serves on the Audit and Executive Committees and chairs the Compensation, Governance and Nominating Committee. Mr. Rogerson previously served as a director of Chemtura Corporation and Hercules.

Non-Profit Boards:

Mr. Rogerson currently serves on the boards of the American Chemistry Council, the Society of Chemical Industry, and the Pancreatic Cancer Action Network. He also serves on the Advisory board of the Michigan State University Chemical Engineering & Materials Science College.

Director Qualifications:

As the President and Chief Executive Officer of a specialty chemicals company, Mr. Rogerson brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*  Compensation

*  Environmental, Health, Safety and Quality

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15

  MARK C. ROHR

Principal Occupation:

Executive Chairman and Former Chief

Executive Officer of

Celanese Corporation

Director Since: 2008

Age: 68

Professional Experience:

Mr. Rohr is the Executive Chairman, and the former Chief Executive Officer, of Celanese Corporation, a technology and specialty materials company. He served in these roles from April 2012 until May 2019. Prior to that position, he held several executive positions with Albemarle Corporation, a specialty chemical company, including Executive Chairman of the Board (2011-2012), Chairman of the Board (2008-2011), Chief Executive Officer (2002-2011) and President (2000-2010). Before joining Albemarle, he served with Occidental Chemical Corporation as Senior Vice President.

Education:

Mr. Rohr holds Bachelor of Science degrees in chemistry and chemical engineering from Mississippi State University.

Public Company Boards:

Mr. Rohr serves as Executive Chairman of Celanese Corporation. Mr. Rohr previously served as the Chairman and Chief Executive Officer of Albemarle Corporation.

Non-Profit Boards:

Mr. Rohr previously served on the Executive Committee of the American Chemistry Council. He serves on the boards of Commit Partnership and the Holdsworth Center, both focused on addressing the needs of public education.

Director Qualifications:

As an Executive Chairman and former Chief Executive Officer of a leading technology and specialty materials company and former Chairman of the Board and Chief Executive Officer of a leading chemical company, Mr. Rohr brings significant management and chemical industry experience and knowledge to the Board in the areas of finance, accounting, international business operations, safety, environmental compliance, risk oversight and corporate governance. He also brings significant experience gained from service on the board of directors of other public companies.

Board Committees:

*  Compensation

*  Governance and Nominating (Chair)

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16

  RICKY C. SANDLER

Principal Occupation:

Founder and Chief Executive

Officer/Chief Investment

Officer of Eminence Capital

Director Since: N/A

Age: 50

Professional Experience:

In 1999 Mr. Sandler founded Eminence Capital, LP (“Eminence”), a global investment management organization with more than $7 billion under management. As the Chief Executive Officer and Chief Investment Officer of Eminence, Mr. Sandler is responsible for managing a team of investment professionals and a diversified portfolio across most sectors of the equity market. Prior to launching Eminence, Mr. Sandler was co-founder and co-general partner of Fusion Capital Management, LLC. Previously, he was a research analyst covering a wide range of industries and companies for Mark Asset Management, where he began his investing career in 1991. Currently, he serves as a member of the board of directors of the University of Wisconsin Foundation and as a member of its Investment Committee. Mr. Sandler also sits on the boards of several private companies.

Education:

Mr. Sandler holds a Bachelor of Business Administration degree in Accounting and Finance from the University of Wisconsin. He has also received his Chartered Financial Analyst designation from the CFA Institute.

Non-Profit Boards:

Mr. Sandler serves as a board member of the University of Wisconsin Foundation, and on the boards of several other smaller non-profit companies.

Director Qualifications:

Mr. Sandler brings more than 25 years of business and investment experience to the Board. He brings a unique institutional investor perspective, including strong relationships with other investors and stockholders, to the Board and can provide critical insight on issues most important to Ashland’s stockholders. As a result of his role at Eminence, he brings extensive experience and knowledge in the areas of finance, business strategy, accounting, risk oversight and corporate governance.

  JANICE J. TEAL

Principal Occupation:

Former Group Vice

President and Chief

Scientific Officer for

Avon Products Inc.

Director Since: 2012

Age: 67

Professional Experience:

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

Education:

Dr. Teal holds a doctorate degree and a Master of Science degree in Pharmacology from Emory University Medical School, a Pharmacy Degree from Mercer University and was a Post-Doctoral Fellow at the New York University Medical Center Institute of Environmental Medicine.

Public Company Boards:

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

Director Qualifications:

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

Board Committees:

*  Environmental, Health, Safety and Quality (Chair)

*  Compensation

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17

  KATHLEEN WILSON-THOMPSON

Principal Occupation:

Executive Vice President and

Global Chief Human

Resources Officer of

Walgreens Boots Alliance Inc.

Director Since: 2017

Age: 62

Professional Experience:

Ms. Wilson-Thompson is Executive Vice President and Global Chief Human Resources Officer at Walgreens Boots Alliance Inc., the largest retail pharmacy, health and daily living destination across the USA and Europe. Prior to this, she was Senior Vice President and Chief Human Resources Officer for Walgreens since 2010. Prior to her role at Walgreens, she held several positions of increasing responsibility in the operations and legal departments at Kellogg Company. She left Kellogg as Senior Vice President of Global Human Resources to join Walgreens. She also worked as Vice President and Staff Counsel of litigation and banking law for Michigan National Corporation.

Education:

Ms. Wilson-Thompson holds a bachelor’s degree from the University of Michigan, and a Juris Doctorate and an LLM, Master of Laws, in corporate and finance law from Wayne State University.

Public Company Boards:

Ms. Wilson-Thompson currently serves as a board member of Tesla Inc. where she is a member of the Compensation and Nominating and Governance Committees. Ms. Wilson-Thompson previously served as a director of Vulcan Materials Company where she was the chair of the Safety, Health and Environmental Committee and served on the Compensation Committee.

Non-Profit Boards:

Ms. Wilson-Thompson serves on the Board of the University of Michigan Alumni Association, is on the board of the Taylor Wilson Thompson Family Foundation, and is a trustee for the NAACP Foundation.

Director Qualifications:

As the current Executive Vice President and Global Chief Human Resources Officer of a large retail pharmacy company, Ms. Wilson-Thompson brings significant experience and knowledge to the Board in the areas of business operations, safety, executive compensation, risk oversight and corporate governance. She also brings significant experience gained from service on the board of directors of another public company.

Board Committees:

*  Compensation (Chair)

*  Governance and Nominating

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18

Name

Brendan M. Cummins

105,653

110,000

0

215,653

William G. Dempsey

100,000

110,000

0

210,000

Jay V. Ihlenfeld

122,833

110,000

0

232,833

Susan L. Main

120,000

110,000

0

230,000

Guillermo Novo*

35,989

79,021

0

115,010

Jerome A. Peribere

100,000

110,000

0

210,000

Barry W. Perry**

53,750

0

0

53,750

Craig A. Rogerson***

64,444

110,000

0

174,444

Mark C. Rohr

109,944

110,000

0

219,944

Janice J. Teal

115,000

110,000

0

225,000

Michael J. Ward (3)****

64,286

110,000

29,343

203,629

Kathleen Wilson-Thompson

113,694

110,000

0

223,694

Mr. Novo joined Ashland’s Board on May 22, 2019.

Mr. Perry retired from the Ashland Board on February 8, 2019 at the 2019 Annual Meeting.

Mr. Rogerson joined the Board on February 8, 2019.

Mr. Ward retired from the Board on May 22, 2019.

For Mr. Cummins, the amount provided reflects the pro-rated fee for service as G&N Committee chair through February 8, 2019. For Mr. Ihlenfeld, the amount provided reflects the pro-rated fee for service as the Lead Independent Director beginning February 8, 2019. For Mr. Novo, the amount reflects the pro-rated annual cash retainer beginning May 22, 2019. For Mr. Perry, the amount reflects the pro-rated annual cash retainers for service on the Board, service as the Compensation Committee chair, and service as the Lead Independent Director through February 8, 2019. For Mr. Rogerson, the amount reflects the pro-rated annual cash retainer beginning February 8, 2019. For Mr. Rohr, the amount reflects

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19

the pro-rated fee for service as G&N Committee chair beginning February 8, 2019. For Mr. Ward, the amount reflects the pro-rated annual cash retainer through May 22, 2019. For Ms. Wilson-Thompson, the amount reflects the pro-rated fee for service as Compensation Committee chair beginning February 8, 2019. For fiscal 2019, Messrs. Perry and Ward and Dr. Teal deferred all or a portion of their fees into the Directors’ Deferral Plan. Mr. Perry deferred $28,125, Mr. Ward deferred $64,286, and Dr. Teal deferred $115,000.

The values in column (c) represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2019 computed in accordance with FASB ASC Topic 718. These restricted stock unit awards do not require assumptions in computing their grant date fair value under generally accepted accounting principles. The number of restricted stock unit awards received is rounded to the nearest whole share. Other than Messrs. Cummins and Novo, each continuing non-employee director received a grant of 1,413 restricted stock units of Ashland Common Stock in the Directors’ Deferral Plan on February 8, 2019. Mr. Cummins received a grant of 1,413 restricted stock units directly on February 8, 2019. The grant date fair value per share of each restricted stock unit was $77.85 per share of Ashland Common Stock. Mr. Novo joined the Board on May 22, 2019 and received 1,088 restricted stock units on such date, which was based on the grant date fair value of $72.63 per share of Ashland Common Stock.

Mr. Ward retired from Ashland’s Board on May 22, 2019. Due to his continued service past his desired retirement date in order to ensure a smooth transition to a new Board member, the Board decided to accelerate a pro-rated portion of his 2019 restricted stock unit grant in lieu of Mr. Ward forfeiting the entire grant. As such, Mr. Ward received 404 common stock units in the Directors’ Deferral Plan after the acceleration with an additional incremental fair value of $29,343 based on the stock price of $72.63 per share of Ashland Common Stock on May 22, 2019, and forfeited the remaining 1,014 unvested restricted stock units.

Name

Brendan M. Cummins

0

18,090

William G. Dempsey

1,883

1,427

Jay V. Ihlenfeld

1,883

1,427

Susan L. Main

1,883

1,427

Guillermo Novo

0

1,088

Jerome A. Peribere

1,883

1,427

Craig A. Rogerson

0

1,427

Mark C. Rohr

1,883

1,427

Janice J. Teal

1,883

1,427

Kathleen Wilson-Thompson

1,883

1,427

/ efficacy usability allure integrity profitability^™

20

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

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22

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

On December 4, 2018, the Board adopted an amendment to the Corporate Governance Guidelines providing that the Chair of each of the Compensation Committee and G&N Committee shall rotate at least once every four years.

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

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

Only independent directors, as defined in the Standards, may serve on the Audit Committee, G&N Committee, and Compensation Committee of the Board. Upon his election as the next Chairman and Chief Executive Officer of Ashland, Mr. Novo was determined to no longer be independent and therefore stepped down from his position on the Audit Committee on October 8, 2019.

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

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23

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

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

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

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

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

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

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

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

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

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24

Review and approve compensation of all key senior executives and certain elected corporate officers; and

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

Recommendations of the Chief Executive Officer and the Chief Human Resources and Information Technology Officer regarding potential changes to executive officer compensation based on performance, competitiveness, personnel and organizational changes, regulatory issues, strategic initiatives and other matters;

Information provided by the Human Resources function at Ashland; and

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

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26

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

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

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

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

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27

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

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

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

the date such shares of stock were acquired;

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

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

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

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

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29

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

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

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

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

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

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

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

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

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

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

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

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

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Audit

Compensation

Environmental, Health,

Safety and Quality

Governance and

Nominating

Brendan M. Cummins

Jerome A. Peribere

Brendan M. Cummins

William G. Dempsey

William G. Dempsey

Craig A. Rogerson

Jay V. Ihlenfeld

Susan L. Main

Jay V. Ihlenfeld

Mark C. Rohr

Guillermo Novo

Jerome A. Peribere

Susan L. Main*

Janice J. Teal

Craig A. Rogerson

Mark C. Rohr*

Kathleen Wilson-Thompson*

Janice J. Teal*

Kathleen Wilson-Thompson

Chair

 Audit Committee

Number of Meetings in Fiscal 2019: 9

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

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

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

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

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

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

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

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

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

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

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

Oversees funding and investment policy related to employee benefit plans.

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

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

 Compensation Committee

Number of Meetings in Fiscal 2019: 7

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

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

Evaluates and approves compensation and sets performance criteria for compensation programs for all key senior executives and elected corporate officers.

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

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

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

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

Monitors and evaluates Ashland’s compensation and benefits structure, providing guidance on philosophy, policy matters and excessive risk taking.

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

Oversees the preparation of the annual report on executive compensation.

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

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 Environmental, Health, Safety and Quality Committee

Number of Meetings in Fiscal 2019: 4

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

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

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

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

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

 Governance and Nominating Committee

Number of Meetings in Fiscal 2019: 7

Recommends nominees for the Board of Directors and its Committees.

Reviews suggested potential candidates for the Board.

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

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

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

Reviews transactions pursuant to the Related Person Transaction Policy.

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

Oversees the evaluation of the Board.

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

Reviews all Committee charters.

Reviews and makes recommendations to address stockholder proposals.

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

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Name

Position

William A. Wulfsohn*

Chairman of the Board and Chief Executive Officer (“CEO”)

J. Kevin Willis

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

Peter J. Ganz

Senior Vice President, General Counsel and Secretary

Vito J. Consiglio**

Senior Vice President, Chief Commercial Officer

Osama M. Musa

Senior Vice President, Chief Technology Officer

On October 8, 2019, Ashland announced that the Board elected Guillermo Novo to succeed William Wulfsohn as the Company’s Chief Executive Officer and Chairman of the Board, effective December 31, 2019. Mr. Novo’s compensation is described in the Form 8-K filed by Ashland on October 8, 2019 (SEC File No. 333-211719), which is incorporated herein by reference.

On December 4, 2019, Ashland and Mr. Consiglio agreed that Mr. Consiglio will leave the Company on January 31, 2020 due to the elimination of the Chief Commercial Officer position.

Operating income was $166 million compared to $102 million a year ago.

Income from continuing operations was $24 million, versus $19 million in fiscal 2018.

Net income attributable to Ashland was $505 million compared to $114 million in fiscal 2018.

Adjusted EBITDA was $532 million, compared to $515 million in fiscal 2018.

In August, Ashland divested the Composites business and Marl BDO facility. Proceeds from this transaction and ongoing cash flow generation enabled Ashland to return over $260 million to shareholders in fiscal 2019 through both share repurchases and dividends, while reducing debt by $940 million.

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(In millions)

Sales

Specialty Ingredients

$

2,382

$

2,470

Intermediates and Solvents

111

119

Operating income

Specialty Ingredients

$

272

$

314

Intermediates and Solvents

16

17

EBITDA^

Specialty Ingredients

$

507

$

560

Intermediates and Solvents

29

31

Adjusted EBITDA*^

Specialty Ingredients

$

558

$

574

There were no key items for the I&S segment in fiscal 2019 and 2018.

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

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 Align the interests of management with our stockholders

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

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

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

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

Compensation should be competitive with those organizations with which we compete for top talent.

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

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

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Base Salary

Annual Incentive

PUs

SARs

RSUs

Who Receives

Form of Delivery

Compensation Committee judgment based on review of market and other factors

Formulaic; Compensation Committee verifies performance before payout

Formulaic; Compensation Committee verifies performance before payout

Stock price on exercise/vest 

date

Adjusted Earnings per Share* & relative Total Shareholder Return (“TSR”)**

Deliver on long-term strategic objectives; outperform peers

Balance against excessive risk-taking and retention

Adjusted EBITDA and FCF, in each case, as used for purposes of our Annual Incentive Plan, and Adjusted Earnings per Share, as used for purposes of our Long-Term Incentive Performance Plan, are non-GAAP measures. A reconciliation of these measures to results in accordance with GAAP can be found in Appendix A.

Beginning in fiscal 2020, the metrics used for PUs will be return on net assets and relative TSR. For a discussion of the change, see the “Fiscal Year 2020 Compensation Decisions” section of this CD&A.

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 Considerations used to choose peer group

   How we use the peer group information

 ✓ Comparable revenue size

 ✓ Global operations

 ✓ Chemical industry

 ✓ Market capitalization

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

✓    Assess competitiveness of total direct compensation

✓    Determine form and mix of equity