Ashland (ASH) Proxy Filing summary

Executive summary

• Fiscal 2025 focused on disciplined execution, portfolio optimization, and sustainability integration, with resilient earnings, margin expansion, and strong free cash flow despite lower sales from divestitures and rationalizations.

• Completed sale of Avoca business, delivered $30M in restructuring savings, and advanced a $60M manufacturing optimization program.

• Repurchased $100M in stock; $520M remains authorized under the 2023 repurchase program.

• Continued progress on Science Based Targets for emissions and maintained a strong safety record.

• Looking ahead, priorities include investing in differentiated technologies, advancing sustainability, disciplined capital allocation, and fostering an inclusive culture.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors, ratify Ernst & Young LLP as independent auditor for fiscal 2026, and approve a non-binding advisory resolution on executive compensation.

• Board recommends voting FOR all proposals.

• Only stockholders of record as of November 21, 2025, are entitled to vote.

Board of directors and corporate governance

• Board leadership combines Chair/CEO role with a Lead Independent Director for balance and oversight.

• Four standing committees: Audit, Compensation, Sustainability and Productivity, and Governance & Nominating, all composed of independent directors.

• Annual board and committee evaluations, director orientation, and continuing education are emphasized.

• Board diversity: 2 females, 6 males; racial/ethnic diversity includes Hispanic/Latino, Asian/South Asian, and White/Caucasian; tenure ranges from 1 to 7+ years.

• Majority of directors are independent; only the CEO/Chair is not.