Ashland (ASH) Proxy Filing summary

Executive summary

• Fiscal 2024 focused on strategic growth, margin expansion, and high-quality free cash flow generation, despite challenging market conditions and a 4% decline in sales to $2.1 billion.

• Portfolio optimization initiatives were completed, focusing on high-quality markets and improved financial performance.

• Seven new technology platforms were advanced, and targeted investments were made in globalization business lines.

• Science Based Targets Initiative (SBTI) accepted emissions reduction targets, aligning with the Paris Climate Accord.

• $380 million in stock repurchases were completed, with $620 million remaining under the program as of September 30, 2024.

Voting matters and shareholder proposals

• Stockholders will vote on electing nine directors, ratifying Ernst & Young LLP as the independent auditor for fiscal 2025, and a non-binding advisory resolution on executive compensation.

• The Board recommends voting FOR all proposals.

• Only stockholders of record as of November 25, 2024, are eligible to vote.

Board of directors and corporate governance

• Board leadership combines Chair and CEO roles, balanced by a Lead Independent Director.

• Four standing committees: Audit, Compensation, Environmental Health Safety & Quality, and Governance & Nominating, all composed of independent directors.

• Board refreshment and diversity efforts resulted in seven new independent directors since 2020.

• Board diversity: 22% female, 44% racially/ethnically diverse, and a mix of tenures.

• Annual board and committee self-assessments and director education are in place.