ASHLAND INC. ASH

47% shingled-prose overlap between the two filings.

2024: 47,144 chars · 2025: 46,813 chars

• Committee Report:66% overlap (1,026 → 985 chars)
• Pay Ratio (Item 402(u)):57% overlap (3,302 → 3,268 chars)

• changedThis CD&A focuses on the compensation of our named executive officers (“NEOs”) for fiscal 2025, 2024,who were:
• changedName Title Guillermo Novo Chair of the Board and Chief Executive Officer (“CEO”) William Whitaker KevinWillisSenior Vice President and Chief Financial Officer (“CFO”) Alessandra Faccin Assis Senior Vice President and GM GM,Life Sciences and Intermediates Dr. Osama M.
• newMusa Senior Vice President and Chief Technology Officer James Minicucci Senior Vice President and GM Personal Care Karl Bostaph(1) Former Senior Vice President Operations J.
• newKevin Willis(2) Former Senior Vice President and Chief Financial Officer
• new(1)Karl Bostaph retired from Ashland on October 1, 2025.
• new(2)J.
• newKevin Willis resigned from Ashland on May 16, 2025.
• changedfiscal year 2025 2024performance highlights and financial results
• changedKey financial results for fiscal 2025 2024include:
• newoSales of $1,824 million in fiscal 2025 compared to $2,113 million in fiscal 2024.
• newPortfolio Optimization initiatives including the curtailment or divestiture of lower margin products, reduced sales by approximately $208 million, or ten percent.
• newoOperating loss of $775 million in fiscal 2025 compared to a loss of $26 million in fiscal 2024.
• newOperating loss in fiscal 2025 included a $706 million goodwill impairment charge and a $175 million loss on the sale of the Avoca business line.
• newPortfolio Optimization initiatives also had a significant impact on operating loss during fiscal 2025.
• newoLoss from continuing operations of $822 million in fiscal 2025 compared to income of $199 million in fiscal 2024 and net loss of $845 million in fiscal 2025 compared to net income of $169 million in fiscal 2024.
• newBoth the loss from continuing operations and net loss in fiscal 2025 were also impacted by the goodwill impairment charge, the loss on sale from the Avoca business line and Portfolio Optimization initiatives.
• newoAdjusted EBITDA of $401 million in fiscal 2025, down from $459 million in fiscal 2024, reflecting the impact of Portfolio Optimization, lower pricing, and reduced volumes.
• newPortfolio Optimization reduced Adjusted EBITDA by $45 million, primarily due to the sale of the Nutraceuticals and Avoca business lines, as well as CMC and MC product line rationalizations.(1)
• newThroughout fiscal 2025, Ashland advanced its strategic priorities and delivered on key transformation initiatives.
• newAshland’s disciplined execution and strategic actions enabled Ashland to deliver resilient performance and strong margins despite a subdued demand environment and ongoing competitive pressures.
• newAshland completed its Portfolio Optimization with the sale of the Avoca business and implemented $30 million in restructuring cost savings.
• newSignificant progress was made on manufacturing
• changed2026 2025proxy statement / 28
• newnetwork optimization, with the $60 million program well advanced and further productivity opportunities under evaluation.
• newAshland continued to invest in globalization, accelerating growth across several high-quality businesses.
• newInnovation driven growth enriched the technology portfolio and capabilities, including an asset repurpose strategy to efficiently scale innovation.
• newDisciplined capital allocation remained a core focus, as Ashland executed to maintain a strong and flexible balance sheet, optimize the portfolio and deliver value to stockholders.
• newCollectively, these initiatives strengthen Ashland’s foundation and position the company to deliver durable growth and long-term stockholder value.
• changedAs a result, Ashland achieved moderate success towards performance outcomes for the fiscal year 2025 2024annual incentive plan but did not meet someofthe desired results for long-term performance grants with performance periods ending in fiscal 2025, 2024,with significantly reduced incentives earned under that program.
• changedThese outcomes reflect our Compensation Committee’s commitment to designing an executive compensation program that aligns NEO compensation outcomes with Company performance and results for our stockholders.
• new(In millions) $ 2025 Sales Life Science $641 Personal Care 577 Specialty Additives 511 Intermediates 137 Intersegment sales (42) $1,824 Operating Income (Loss) Life Sciences $(262) Personal Care 90 Specialty Additives (338) Intermediates 8 Unallocated and other (273) $(775) EBITDA(1) Life Sciences $(187) Personal Care 155 Specialty Additives (254) Intermediates 21 Unallocated and other(2) (273) $(538) Adjusted EBITDA(1) Life Sciences $193 Personal Care 158 Specialty Additives 94 Intermediates 21 Unallocated and other (65) $401
• changed2026 2025proxy statement / 29
• changed30 / ashland.com 2026 2025
• changedIndependence of Committee Members The Compensation Committee members satisfy both the NYSE’s general independence standards for directors as well as its heightened standards for service on a Compensation Committee, and are “non-employee directors” under SEC rules. rulesandsatisfytherequirementsofan“outsidedirector”forpurposesoftheInternalRevenueCodeof1986,asamended(the“Code”).
• changed2026 2025proxy statement / 31
• changedThe following table sets forth information regarding each of the three core elements of compensation for our NEOs in 2025, 2024,including a description of each element.
• changedBase Salary Annual Incentive PSUs RSUs Recipient All NEOs When Granted / Received or Reviewed Reviewed annually Annually for prior year performance First fiscal quarter, quarterannually Form of Delivery Cash Equity Type of Performance Short-term emphasis Long-term emphasis Performance Period Ongoing 1 Year 3 Years How Payout is Determined Compensation Committee judgment based on review of market and other factors Formulaic; Compensation Committee verifies performance before payout Formulaic; Compensation Committee verifies performance before payout Stock price on vest date Most Recent Performance Measure N/A Adjusted EBITDAand EBITDA,PortfolioRestructuringandInnovation Revenue(1) with an EHS/safety modifier Return on Net Assets (“RONA”), Adjusted Earnings Per Share (“EPS”) (“RONA”)(1)and relative Total Shareholder Return (“rTSR”)(1) (“rTSR”)Stock price appreciation What is Incentivized Balance against excessive risk taking Deliver on annual strategic objectives Deliver on long-term strategic objectives; outperform peers Balance against excessive risk-taking and retention
• changed(1)Adjusted EBITDA and Innovation Revenue (new product sales), in each case, as used for purposes of our Annual Incentive Plan, and Adjusted RONA and Adjusted EPS, RONA,as used for purposes of our Long-Term Incentive Performance Plan, are non-GAAP measures.
• changed32 / ashland.com 2026 2025
• changedfiscal year 2025 2024compensation structure decisions
• newThe Compensation Committee increased the base salary for Mr. Whitaker in May 2025 to recognize his additional responsibilities as Interim Chief Financial Officer, and again in July 2025, upon Mr. Whitaker’s formal appointment as Senior Vice President and Chief Financial Officer.
• newBelow are the base salaries, effective January 2025 (and for Mr. Whitaker, effective July 2025, upon his appointment as Senior Vice President and Chief Financial Officer):
• newNEO 2024 Base Salary($) 2025 Base Salary($) Change(%) Guillermo Novo 1,128,500 1,162,360 3.0 William Whitaker 285,376 414,600 45.3 Alessandra Faccin Assis 490,000 504,700 3.0 Osama M.
• newMusa 509,430 524,710 3.0 James Minicucci 448,000 461,440 3.0 Karl Bostaph 396,430 402,380 1.5 J.
• newKevin Willis 630,270 630,270 0.0
• changed2026 2025proxy statement / 33
• changedfiscal year 2025 2024incentive plan designs and performance-related payouts
• changedFor our fiscal 2025 2024Annual Incentive Plan (“Annual Incentive Plan”) and Long-Term Incentive Performance Plan (“LTIPP”), the Compensation Committee approved the following performance metrics in November 2024 2023for the reasons noted below:
• changedPerformance Metric Reason for Selection Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”)(1) An indicator of Ashland’s•Profitability•Ability to optimize cash flow and stockholder value Innovation Revenue(1) •An important measurement of Ashland’s ability to generate revenue from new products introduced PortfolioRestructuring•FocusonstrategicrestructuringeffortstoensureproductportfolioalignedwithstrategicdirectionEnvironmental Health and Safety•Total Preventable Recordable Rate (“TPRR”)•Process Safety (“PSI”)•Spills and Releases (“EIC”)•Environmental, Social and Governance (“ESG”) •Reflects the importance of environmental, social, governance and safety matters within Ashland Return on Net Assets (“RONA”)(1) •Measures results of capital allocation decisions Relative Total Shareholder Return (“rTSR”) •Measures performance against our Performance Peer Group and stockholder value creation Adjusted Earnings Per Share (“aEPS”)(1) •Measures ongoing operational performance
• changed(1)Adjusted EBITDA and Innovation Revenue, in each case, as used for purposes of our Annual Incentive Plan, and RONA and Adjusted EPS, RONA,as used for purposes of our LTIPP, are non-GAAP measures.
• changedOther than RONA and Innovation Revenue, RONA,a reconciliation of these measures to results in accordance with GAAP can be found in Appendix A.
• newAdjustments to reported financial results are intended to better reflect executives’ line of sight and ability to affect performance results, align award payments with decisions that support the
• changed34 / ashland.com 2026 2025
• changedsightandabilitytoaffectperformanceresults,alignawardpaymentswithdecisionsthatsupporttheannual operating plan, avoid artificial inflation or deflation of awards due to unusual or non-recurring items in the applicable period, periodand emphasize long-term and sustainable growth.
• changedfiscal year 2025 2024annual incentive plan design
• changedFor fiscal 2025, 2024,the NEOs, including the CEO, participated in the Annual Incentive Plan, which is designed to reward executives for the achievement of EBITDA growth, restructuringourportfolioand for delivering value through new product sales “Innovation Revenue” with an additional Environmental, Health and Safety (“EH&S”) modifier of up to +/- 10% of the target incentive.
• newThe relative weight of each financial metric, as a percentage of each NEO’s Annual Incentive Plan target award, is indicated below:
• newNEO AdjustedCompanyEBITDA InnovationRevenue AdjustedBusinessUnitEBITDA Alessandra Faccin Assis (1) 25 % 25 % 50 % James P.
• newMinicucci (2) 25 % 25 % 50 % All Other NEOs 75 % 25 % —
• changed(1)Adjusted (2)AdjustedBusiness Unit EBITDA for Ms. Faccin Assis was isbased on the Life Sciences and Intermediates reportable segments.
• new(2)Adjusted Business Unit EBITDA for Mr. Minicucci was based on the Personal Care reportable segment.
• changedThe fiscal 2025 2024goals for each metric were established as indicated below:
• newPerformance Levels AshlandAdjustedEBITDA($, millions) Life Sciences & IntermediatesAdjusted EBITDA($, millions)(1) Personal CareAdjusted EBITDA($, millions)(1) InnovationRevenue Sales($, millions) Payout(% of Target) Threshold 365.6 196.1 139.5 46.9 50 Target 457.0 245.2 174.4 58.6 100 Maximum 548.4 294.2 209.2 70.3 200
• changed(1)Adjusted Business Unit EBITDA targets were used to determine the bonus payout for Mr. Minicucci and Ms. Faccin Assis as described in more detail under the section titled “fiscal year 2025 annual incentive performance” SummaryCompensationTableon page 36. 45.
• changedPerformance against the EH&S metrics may increase (or decrease) an executive’s annual incentive payout, calculated as described above, by up to 10% above plusorminusthe executive’s target bonus.
• changedFor fiscal 2025, 2024,the Compensation Committee set EH&S targets in three areas with a fourth discretionary adjustment for achieving sustainability objectives, sustainability,as described in the following table:
• newMetric CorporateFY2025Target(1) Ashland (TPRR) 0.32 Ashland (Process Safety—PSI) 0.30 Ashland (Spills and Releases—EIC) 27
• changed2026 2025proxy statement / 35
• changedothe seriousness of safety incidents, and
• changedfiscal year 2025 2024annual incentive performance
• changedThe table below shows the adjusted fiscal 2025 2024performance compared to the pre-established financial performance targets for our identified named executive officers within the Ashland Inc., Personal Care Inc.and ourLife Sciences and Intermediates business units. unit.
• newCorporatePerformance Levels Weighting Target($, millions) Committee AdjustedResult($, millions) Payout(% ofTarget) Adjusted Company EBITDA 75 % 457.0 398.0 67.7 % Innovation Revenue 25 % 58.6 64.3 148.6 % EH&S Modifier modifier varies varies 0.0 % Combined Weighted Payout (% of Target) 87.9 %
• newLife Sciences & IntermediatesPerformance Levels Weighting Target($, millions) CommitteeAdjustedResult($, millions) Payout(% ofTarget) Adjusted Business Unit EBITDA 50 % 245.2 202.3 56.3% Adjusted Company EBITDA 25 % 457.0 398.0 67.7% Innovation Revenue 25 % 58.6 64.3 148.6% EH&S Modifier modifier varies varies 0.0% Combined Weighted Payout (% of Target) 82.2%
• newPersonal CarePerformance Levels Weighting Target($, millions) Committee AdjustedResult($, millions) Payout(% of Target) Adjusted Business Unit EBITDA 50% 174.4 160.0 79.5% Adjusted Company EBITDA 25% 457.0 398.0 67.7% Innovation Revenue 25% 58.6 64.3 148.6% EH&S Modifier modifier 0.32 0.35 0.0% Combined Weighted Payout (% of Target) 93.8%
• changed36 / ashland.com 2026 2025
• changedfiscal year 2025 2024annual incentive payout
• newNEO Annual Incentive Target ($) AnnualIncentiveTargetEarned(%) EH&S ModifierEarned(%) Annual Incentive Actual Payout ($) Guillermo Novo 1,452,950 87.9 % 2.5 % 1,313,830 William Whitaker 269,490 87.9 % 2.5 % 243,686 Alessandra Faccin Assis 328,055 82.2 % 5.0 % 286,146 Osama M.
• newMusa 393,533 87.9 % 2.5 % 355,852 James Minicucci 299,936 93.8 % 10.0 % 311,409 Karl Bostaph (1) 261,547 87.9 % 2.5 % 236,504 J.
• newKevin Willis (2) 567,243 0.0 % 0.0 % -
• new(1)Mr. Bostaph retired after the fiscal year was completed and will receive an annual bonus payment per the Plan.

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