Ashland Appoints Two New Independent Directors and Establishes Capital Allocation Advisory Committee

Executive Appointments Strengthen Board Independence and Expertise

Ashland's Board of Directors appointed Peter Thomas and Allen Spizzo as independent directors effective immediately on July 27, 2026. Both directors bring substantial experience in specialty chemicals, materials, and financial management. Thomas served as Chair, Chief Executive Officer and President of Ferro Corporation until its sale to Prince International Corporation in 2022. Prior to that role, he held the position of Operating Vice President of Ferro's Polymer and Ceramic Engineered Materials Group. His career also includes various leadership positions at Witco Corporation in oleochemical derivatives, sales, and global market development. Thomas earned a B.S. in Chemistry and Biochemistry from Duquesne University and an M.B.A. in Finance and Marketing from Loyola University.

Allen Spizzo brings financial and strategic expertise as an investment advisor and trustee for the Dr. William Joyce family office and a business consultant specializing in chemicals, materials, biotechnology, and pharmaceutical industries. Spizzo previously served as Vice President and Chief Financial Officer of Hercules Incorporated until its acquisition by Ashland in 2008. His career at Hercules encompassed business management, mergers and acquisitions, business development, strategic planning, and investor relations. Spizzo holds a B.S. in Chemical Engineering from North Carolina State University and an M.B.A. from the University of Akron. Both directors bring decades of relevant experience and public company board service to Ashland's governance structure.

Capital Allocation Advisory Committee Formation and Composition

The Board established the Capital Allocation Advisory Committee on July 27, 2026, to serve as an advisory body supporting Board recommendations regarding the company's capital allocation strategy. The committee comprises five voting members: Bertrand Loy, Susan L. Main, Allen Spizzo, Peter Thomas, and Scott A. Tozier. Scott Tozier serves as Chair of the Advisory Committee, while Peter Thomas serves as Vice Chair. Guillermo Novo, who is the Chair of the Board and the Company's Chief Executive Officer, participates as a non-voting member of the committee.

The formation of this committee reflects Ashland's commitment to systematic evaluation of capital deployment decisions. The inclusion of the newly appointed directors on the committee immediately leverages their specialized experience in capital allocation and financial strategy. The committee's structure, with a mix of experienced board members and the company's chief executive officer in a non-voting capacity, positions the Board to receive comprehensive advice on strategic capital decisions while maintaining appropriate oversight and independence in the recommendation process.

Board Size and Structure Changes

Prior to the appointment of the new directors, Ashland's Board consisted of nine members. With the addition of Thomas and Spizzo, the Board now comprises eleven members, of which ten are independent directors. This expansion reflects Ashland's effort to enhance Board depth and expertise. However, the Board has determined to reduce its size to ten members effective immediately prior to the opening of the polls at the Company's 2027 annual meeting of stockholders, indicating a deliberate transition plan for the Board's composition.

Both new directors are expected to be included as director nominees at the 2027 Annual Meeting, with initial terms expiring at that time. This structure ensures continuity while providing stockholders with the opportunity to evaluate the new directors' performance and decide on their continued service. The planned reduction to ten members represents a targeted approach to Board size that balances the need for diverse perspectives and expertise with operational efficiency.

Cooperation Agreement Terms and Standstill Obligations

Ashland entered into a Cooperation Agreement on July 27, 2026, with Ancora Holdings Group, LLC and affiliated investors (the "Investor Group") regarding the appointment of the new directors and formation of the Capital Allocation Advisory Committee. Under the agreement, the Investor Group accepted certain voting commitments and standstill obligations. The standstill provisions restrict the Investor Group's ability to engage in certain actions regarding Board composition and remain in effect until the earlier of two dates: 30 days prior to the director nomination deadline for the 2028 annual meeting of stockholders, or 110 days prior to the first anniversary of the 2027 Annual Meeting.

The Cooperation Agreement includes customary standstill and mutual non-disparagement provisions binding the Investor Group. If the Board irrevocably offers to renominate the new directors for election at the 2029 Annual Meeting and the Investor Group accepts such offer before the Standstill Period ends, the Standstill Period will automatically extend until the earlier of 30 days prior to the director nomination deadline for the 2029 Annual Meeting or 110 days prior to the first anniversary of the 2028 Annual Meeting. The agreement terminates upon expiration of the final day of the applicable Standstill Period unless the Company and Investor Group mutually agree to earlier termination. The Cooperation Agreement does not constitute an arrangement or understanding under which the new directors were appointed, and there are no related person transactions between Ashland and either new director as defined under relevant securities regulations.

Replacement Director Provisions and Ownership Thresholds

The Cooperation Agreement establishes provisions for director replacement should either new director cease serving on the Board during the Standstill Period. If a new director's seat becomes vacant while the Investor Group maintains aggregate beneficial ownership of at least 1.5% of Ashland's then-outstanding Common Stock—and has maintained such ownership since the agreement's date—the Investor Group retains the right to identify a replacement director. Any proposed replacement director must receive approval from the Board and its Governance & Nominating Committee, subject to terms specified in the Cooperation Agreement.

This provision reflects a balanced approach to Board continuity, preserving the Investor Group's ability to maintain representation while preserving the Board's authority to evaluate and approve director candidates based on qualification and governance standards. The 1.5% ownership threshold creates a measurable condition for the replacement right, linking director nomination rights to the Investor Group's continued material stake in the company. This structure provides certainty regarding Board composition during the transition period while maintaining appropriate governance oversight.

Director Compensation and Implementation Timeline

Peter Thomas and Allen Spizzo are entitled to participate in Ashland's compensation program for independent directors, details of which are described in the Director Compensation section of the Company's Proxy Statement for the 2026 annual meeting of stockholders filed with the Securities and Exchange Commission. Under the non-employee director compensation program, the new directors will receive annual grants of restricted stock units. These grants will be prorated from their effective appointment date of July 27, 2026, through the next annual awards scheduled for January 2027.

The proration arrangement ensures that the new directors receive equitable compensation aligned with their service period during 2026. By synchronizing their equity awards with the company's standard annual grant cycle in January, Ashland integrates the new directors into its established compensation framework without disruption. This approach reflects standard market practice for mid-year director appointments and demonstrates the company's commitment to aligning director interests with stockholder returns through equity participation.

Background and Expertise of Peter Thomas

Peter Thomas brings more than three decades of executive leadership in specialty chemicals and materials industries, alongside extensive public company board experience. During his tenure as Chair, Chief Executive Officer and President of Ferro Corporation, Thomas led the company until its sale to Prince International Corporation in 2022. Prior to his role as CEO, Thomas served as Operating Vice President of Ferro's Polymer and Ceramic Engineered Materials Group, where he gained deep operational expertise in specialty materials manufacturing and management.

Thomas's earlier career at Witco Corporation included multiple leadership positions in the oleochemical derivatives business, sales functions, and global market development. Beyond Ferro, Thomas served as an independent director of Berry Global until its sale to Amcor in 2025, where he participated on the Compensation and Talent Development Committee and the Capital Allocation Advisory Committee. He also served as Lead Independent Director of Innophos Holdings, Inc. until its acquisition by One Rock Capital Partners in 2020. His educational background includes a B.S. in Chemistry and Biochemistry from Duquesne University and an M.B.A. in Finance and Marketing from Loyola University, providing both technical and financial expertise relevant to Ashland's business operations.

Background and Financial Experience of Allen Spizzo

Allen Spizzo currently serves as an investment advisor and trustee for the Dr. William Joyce family office and operates as a business consultant with a focus on the chemicals, materials, biotechnology, and pharmaceutical industries. Spizzo's deep financial expertise stems from his previous role as Vice President and Chief Financial Officer of Hercules Incorporated, where he served until the company's acquisition by Ashland in 2008. This direct history with Ashland through the Hercules transaction provides Spizzo with institutional knowledge of the company's operations and integration experience.

During his tenure at Hercules before the Ashland acquisition, Spizzo held various leadership positions encompassing business management, mergers and acquisitions, business development, strategic planning, and investor relations. His board experience includes service on Liberty Waste Solutions and previous directorships at Pattern Health Technologies, Ferro Corporation, Periphas Capital Partnering Corporation, A. Schulman, Inc., and OM Group. Spizzo holds a B.S. in Chemical Engineering from North Carolina State University and an M.B.A. from the University of Akron. His combination of financial management expertise, chemical industry knowledge, and merger and acquisition experience aligns with the Capital Allocation Advisory Committee's mandate to advise on capital strategy.

Governance Implications and Investor Considerations

The appointments of Thomas and Spizzo, coupled with the formation of the Capital Allocation Advisory Committee, signal Ashland's commitment to strengthening Board oversight of capital allocation decisions. The composition of the Advisory Committee, which includes four independent directors and the Chief Executive Officer in a non-voting capacity, establishes a structure designed to provide informed recommendations while maintaining appropriate Board independence. The inclusion of two newly appointed directors with relevant expertise in capital allocation and financial management suggests the Board's intention to enhance strategic decision-making in this area.

Investors may be watching how the Capital Allocation Advisory Committee's recommendations influence the company's future capital deployment decisions, including capital expenditures, acquisitions, dividends, share repurchases, and debt management. The cooperation agreement with Ancora Holdings Group, while establishing standstill provisions, reflects a collaborative approach to Board composition rather than a contentious engagement. The agreement's termination provisions and renewal options provide a structured framework for the company's relationship with the Investor Group through at least the 2028 annual meeting period. The Board's explicit plan to reduce from eleven to ten members reflects a deliberate governance approach rather than an indefinite expansion.