SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.    )

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ASHLAND GLOBAL HOLDINGS INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Ashland Global Holdings Inc.

8145 Blazer Drive

Wilmington, DE 19808

December 7, 2020

Dear Ashland Global Holdings Inc. Stockholder:

On behalf of your Board of Directors and management, we are pleased to invite you to the 2021 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of Ashland Global Holdings Inc. (“Ashland”). As part of our precautions regarding COVID-19, the Annual Meeting will be held online via live webcast, on January 28, 2021, at 10:30 a.m. (EST) to provide a consistent and convenient experience to all stockholders. To participate in the Annual Meeting, you must register at www.proxydocs.com/ASH by 5:00 p.m. (EST) on Tuesday, January 26, 2021. After completion of your registration by the registration deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

The attached Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”) describes the business to be conducted at the Annual Meeting. Proxy cards are being solicited on behalf of the Board of Directors of Ashland (the “Board”). We have elected, where possible, to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet reduces the environmental impact of our Annual Meeting without limiting our stockholders’ access to important information about Ashland.

You are urged to read the Proxy Statement carefully and, whether or not you plan to attend the Annual Meeting, to promptly submit your vote.

Your vote is extremely important no matter how many shares you own. If you have any questions or require any assistance with voting your shares, please contact Ashland’s proxy solicitor:

EQ Proxy

90 Park Avenue

New York, NY 10016

Stockholders may call toll-free: 1 (833) 656-0643

Banks and Brokers may call collect: 1 (516) 220-8356

We appreciate your continued confidence in Ashland and look forward to your participation at the Annual Meeting.

Sincerely,

Guillermo Novo

Chairman and Chief Executive

Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

Ashland Global Holdings Inc., a Delaware corporation (“Ashland”), will hold its Virtual Annual Meeting of Stockholders (the “Annual Meeting”) on January 28, 2021, at 10:30 a.m. (EST). The Annual Meeting will be held online via live webcast for the purposes listed below:

Where:	Via a live webcast at www.proxydocs.com/ASH There is no physical location for the Annual Meeting
Items of Business:	(1)     Election of the 9 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 2021;
	(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;
	(4)     To approve the Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan; and
	(5)     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 1, 2020 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

If you are a participant in the Ashland Employee Savings Plan (the “Employee Savings Plan”), the Ashland Union Employee Savings Plan (the “Union Plan”) or the International Specialty Products Inc. 401(k) Plan (the “ISP Plan”), your vote will constitute voting instructions to Fidelity Management Trust Company, who serves as trustee of the Plans (the “Trustee”), for the shares held in your account.

If you are a participant in the Employee Savings Plan, the Union Plan or the ISP Plan, then our proxy tabulator, Mediant Communications or its agent, must receive all voting instructions, whether given by telephone, over the Internet or by mail, before 5:00 p.m. (EST) on Monday, January 25, 2021.

By Order of the Board of Directors,

PETER J. GANZ

Senior Vice President, General Counsel and Secretary

Wilmington, Delaware

December 7, 2020

TABLE OF CONTENTS

	Page
PROXY SUMMARY		(i)
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		1
ASHLAND COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		6
ASHLAND COMMON STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND		8
PROPOSAL ONE - ELECTION OF DIRECTORS		10
Board of Directors		10
Director Nominees		11
Compensation of Directors		18
Director Compensation Table		18
Annual Retainer		19
Restricted Stock Units		20
Stock Ownership Guidelines for Directors		20
Corporate Governance		21
Governance Principles		21
Board Leadership Structure		21
Oversight of Ashland’s Executive Compensation Program		22
Compensation Committee Interlocks and Insider Participation		23
Board’s Role of Risk Oversight		23
Director Independence and Certain Relationships		24
Related Person Transaction Policy		25
Delinquent Section 16(a) Reports		26
Communication with Directors		26
Attendance at Annual Meeting		26
Executive Sessions of Directors		26
Stockholder Recommendations for Directors		26
Stockholder Nominations of Directors		27
Committees and Meetings of the Board of Directors		29
EXECUTIVE COMPENSATION		32
Compensation Discussion and Analysis		32
Compensation Committee Report		54
Summary Compensation Table		55
Grants of Plan-Based Awards		58
Outstanding Equity Awards at Fiscal Year End		61
Option Exercises and Stock Vested		64
Pension Benefits		66
Non-Qualified Deferred Compensation		71
Potential Payments upon Termination or Change in Control		73
AUDIT COMMITTEE REPORT		83
PROPOSAL TWO - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		85
PROPOSAL THREE -  NON-BINDING ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO ASHLAND’S NAMED EXECUTIVE OFFICERS		86
PROPOSAL FOUR -  APPROVAL OF THE ASHLAND GLOBAL HOLDINGS INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN		87
MISCELLANEOUS		100
Proxy Solicitation		100
Stockholder Proposals for the 2022 Annual Meeting		100
Other Matters		101
APPENDIX A		A-1
Use of Non-GAAP Measures and Non-GAAP Reconciliations		A-1
Forward-Looking Statements		A-6
APPENDIX B: ASHLAND GLOBAL HOLDINGS INC. 2021 OMNIBUS INCENTIVE COMPENSATION PLAN		B-1

PROXY SUMMARY

This proxy summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding Ashland Global Holdings Inc.’s fiscal 2020 performance, please review the Annual Report on Form 10-K for the fiscal year ended September 30, 2020.

Annual Meeting Information

Date & Time:	January 28, 2021 at 10:30 a.m. (EST)
Place:	Via a live webcast at www.proxydocs.com/ASH There is no physical location for the Annual Meeting
Record Date:	December 1, 2020
Voting:	Stockholders as of the Record Date are entitled to vote

Voting Matters

Stockholders are being asked to vote on the following matters at the Annual Meeting:

	Board’s Recommendations
Proposal One. The election of 9 director nominees (page 10)	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 2021 (page 85)	FOR
Proposal Three. A non-binding advisory resolution approving the compensation paid to Ashland’s named executive officers (page 86)	FOR
Proposal Four. Approval of the Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan (page 87)	FOR

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Director Nominees

The table below summarizes information about each of the Board’s director nominees. Each nominee is to be elected by a majority of the votes cast. See pages 11 to 17 for complete biographical information for each of the Board’s nominees. Your Board of Directors recommends that you vote FOR each of your Board’s director nominees.

Name	Age		Director Since		Primary Occupation	Independent	Committee       Memberships
Brendan M. Cummins		69		2012	Former Consultant to The Valence Group; Former Chief Executive Officer of Ciba Specialty Chemicals	✓	Comp (Chair); AC
William G. Dempsey		69		2016	Former Executive Vice President of Global Pharmaceuticals at Abbott Laboratories	✓	G&N (Chair); EHS&Q
Jay V. Ihlenfeld		68		2017	Former Senior Vice President of 3M Company	✓	AC; EHS&Q
Wetteny Joseph		48		N/A	Senior Vice President and Chief Financial Officer of Catalent Inc.	✓	N/A
Susan L. Main		62		2017	Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated	✓	AC (Chair); G&N
Guillermo Novo		58		2019	Chairman of the Board and Chief Executive Officer		N/A
Jerome A. Peribere		66		2018	Former President and Chief Executive Officer of Sealed Air Corporation	✓	Comp; G&N
Ricky C. Sandler		51		2020	Founder and Chief Executive Officer/Chief Investment Officer of Eminence Capital	✓	AC; G&N
Janice J. Teal		68		2012	Former Group Vice President and Chief Scientific Officer for Avon Products Inc.	✓	EHS&Q (Chair); Comp

Committees:

AC – Audit Committee	EHS&Q – Environmental, Health, Safety and Quality Committee
Comp – Compensation Committee	G&N – Governance and Nominating Committee

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Performance and Compensation Summary

In this section, we highlight fiscal 2020 performance and key actions that our Compensation Committee took to support our strategic priorities and to effectively align the interests of our NEOs with stockholders.

Fiscal 2020 Performance

Fiscal 2020 was a transformative year for Ashland filled with difficult external conditions brought on by the COVID-19 pandemic.

During the second quarter of fiscal 2020, Ashland changed the manner in which it manages the business moving from a functionally led to a business led organization. This change recognizes that Ashland has a diverse portfolio of businesses with different value propositions for the markets Ashland serves. The organizational change allows Ashland to align its business models, resources and cost structure to the specific needs of each business and enable greater ownership and accountability for both short- and long-term performance. As a result, Ashland’s reportable segments include the consumer specialty businesses: Life Sciences and Personal Care & Household; the industrial specialty businesses: Specialty Additives and Performance Adhesives; and Intermediates and Solvents. Unallocated and Other includes corporate governance activities and certain legacy matters.

This new business-centric operational model required redesign of core operating systems and processes leading to a realignment in both the selling, general and administrative and research and development costs (SARD) associated with each business. In addition to the realignment of SARD, a productivity review with a focus on cost of goods sold (COGS) was also initiated. Ashland incurred severance expenses of $51 million during fiscal 2020 associated with these SARD and COGS initiatives.

With regards to the COVID-19 pandemic, Ashland successfully navigated the uncertain environment throughout fiscal 2020. This included the execution of shelter in place, social distancing and deep cleaning process requirements. Through the balance of fiscal 2020, Ashland did not experience any other major operating surprises, maintained a robust supply chain in a challenging environment, had strong safety performance in the face of unprecedented pressures and improved operating discipline across each of its businesses. The consumer specialty businesses showed resiliency in the face of difficult economic circumstances. The industrial specialty businesses and the Intermediates and Solvents business experienced downward pressure on demand as a result of the COVID-19 pandemic’s impact on those businesses end markets. However, Ashland’s overall liquidity remained strong and Ashland was more than able to meet its operating cash needs and other investing and financing cash requirements, including those Ashland believes will be necessary to grow the business as economic conditions improve.

Key financial results for fiscal 2020 include:

• Operating loss of $388 million in 2020 compared to income of $166 million in 2019. The 2020 loss was driven by a $530 million goodwill impairment charge associated with second quarter business re-alignment and is also included in the loss from continuing operations and net loss for fiscal 2020.

• Loss from continuing operations of $491 million in 2020 compared to income of $24 million in 2019.

• Net loss of $508 million in 2020 compared to income of $505 million in 2019. Fiscal 2019 includes a $372 million gain on disposal associated with the August 30, 2019 sale of the Composites business and the Marl facility to INEOS.

• Adjusted EBITDA of $528 million in 2020 compared to $532 million in 2019.

In the year ahead we expect to continue to improve our operational performance as a result of our new business model and deliver cost reductions and margin expansion associated with our

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SARD and COGS initiatives, while keeping disciplined capital allocation to align with our strategy to generate strong free cash flow.

EBITDA and Adjusted EBITDA are non-GAAP measures and are reconciled to net income/loss in Appendix A.

Ashland’s Compensation Program at a Glance

Our executive compensation program is designed to create a pay-for-performance culture by aligning compensation to the achievement of our financial and strategic objectives and our stockholders’ interests. We strive to provide our named executive officers (“NEOs” or “named executive officers”) with a compensation package that is aligned with the median of our Compensation Peer Group, with the expectation, based on a comparison to executives in the Compensation Peer Group and a review of other competitive market information, that above-target performance will result in above-median pay and below-target performance will result in below-median pay. The Compensation Committee annually reviews the base salaries and the annual and long-term target opportunities of our NEOs to determine whether these programs competitively reward our NEOs for their services.

Generally, in determining base salary, target annual incentives and guidelines for long-term equity awards, the Compensation Committee considers several factors including, but not limited to the executive’s:

• role, including the scope and complexity of responsibilities;

• experience and capabilities;

• contributions or responsibilities beyond the typical scope of the role;

• individual performance and internal equity; and

• competitive compensation opportunities as reflected in compensation provided by our peers and other competitors for similar executive talent.

2020 Key Compensation Decisions

Ashland successfully navigated the uncertain environment due to COVID-19 pandemic throughout fiscal 2020. As a result, unlike many companies, the compensation committee did not exercise any discretion with respect to 2020 results.

Base Salary:

• The Compensation Committee did not increase the base salaries of the NEOs.

Annual and Long-Term Incentives, Metrics and Goals:

• Other than for Dr. Musa, annual and long-term target incentive opportunities did not increase for the NEOs.

• For the fiscal 2020 performance period, the Compensation Committee continued to use Adjusted EBITDA and Free Cash Flow along with a workplace safety modifier as annual incentive metrics. These are non-GAAP measures and are reconciled to the applicable GAAP measurements in Appendix A.

• The Compensation Committee used adjusted Return on Net Assets (RONA) and relative Total Shareholder Return as a three-year performance metric for the long-term incentive performance plan. Adjusted RONA is a non-GAAP measure and will be reconciled when the long-term incentive performance plan is scored.

Additional Information

For additional information, please see the Proxy Statement below.

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PROXY STATEMENT

ASHLAND GLOBAL HOLDINGS INC.

Annual Meeting on January 28, 2021

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Q: What matters will be voted on at the Annual Meeting?

A:	(1)	Election of 9 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, Wetteny Joseph, Susan L. Main, Guillermo Novo, Jerome A. Peribere, Ricky C. Sandler, and Janice J. Teal;
	(2)	Ratification of Ernst & Young LLP (“EY”) as Ashland’s independent registered public accountants for fiscal 2021;
	(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; and
	(4)	Approval of the Ashland Global Holdings Inc. 2021 Omnibus Incentive Compensation Plan (“2021 Omnibus Plan”).

Q: Why am I receiving this Proxy Statement?

A: 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 28, 2021, 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 7, 2020 in connection with the solicitation of proxies.

Q: What are the recommendations of the Board of Directors?

A: 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 2021;

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

• FOR the approval of the 2021 Omnibus Plan.

Q: Who may vote at the Annual Meeting?

A: Stockholders of Ashland at the close of business on December 1, 2020 (the “Record Date”) are entitled to vote at the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, there were 60,646,391 shares of Common Stock of Ashland (“Ashland Common Stock”) outstanding. Each share of Ashland Common Stock is entitled to one vote.

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Q: Who can attend the Annual Meeting?

A: All Ashland stockholders on the Record Date are invited to attend the Annual Meeting. Due to the current COVID-19 pandemic and in support of the health of our stockholders, directors and employees, Ashland has determined that the Annual Meeting will be conducted exclusively as a “virtual meeting” of stockholders via online live webcast. There will be no physical location for the meeting. You will be able to attend and listen to the meeting live, submit questions and vote online during the meeting by visiting www.proxydocs.com/ASH. To participate in the Annual Meeting, you will need to register in advance at www.proxydocs.com/ASH prior to the deadline of 5:00 p.m. (EST) on Tuesday, January 26, 2021. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the Annual Meeting and will also permit you to submit questions.

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

A: 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 2020 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 16, 2020.

Q: How do I access the proxy materials?

A: The Notice will provide you with instructions regarding how to view Ashland’s proxy materials for the Annual Meeting and the 2020 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.

Q: What shares are included on the proxy card?

A: 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.

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

A: 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.

Q: How do I vote my shares?

A: 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 electronically or by executing a proxy designating a representative to vote for you electronically at the Annual Meeting.

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If you are a registered stockholder as of the Record Date, you can vote by (i) following the instructions on the Notice or proxy card to vote by telephone or Internet, (ii) signing, dating and mailing your proxy card or (iii) attending and voting electronically at the Annual Meeting.

If you hold shares through a broker, bank or other nominee, that institution will instruct you as to how your shares may be voted by proxy, including whether telephone or Internet voting options are available.

Q: How do I vote my shares in the DRP?

A: 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) by (i) attending and voting electronically at the Annual Meeting, (ii) following the instructions on the Notice or proxy card to vote by telephone or Internet or (iii) signing, dating and mailing your proxy card.

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

A: 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 5:00 p.m. (EST) on Monday, January 25, 2021. You may not vote your shares in such plans at the Annual Meeting.

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

A: 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 8145 Blazer Drive, Wilmington, DE 19808, (b) returning a later dated proxy card or (c) entering a later dated telephone or Internet vote; or (2) by voting electronically during the Annual Meeting after registering at www.proxydocs.com/ASH. 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 5:00 p.m. (EST) on Monday, January 25, 2021.

Q: Who will count the vote?

A: Representatives of Mediant Communications will tabulate the votes and will act as the inspector of election.

Q: What constitutes a quorum?

A: As of the Record Date, 60,646,391 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 electronically at the Annual Meeting or by proxy to constitute a quorum to transact business at the Annual Meeting. If you vote electronically at the Annual Meeting, 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.

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Q: 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.
	(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.
	(4)	Approval of the 2021 Omnibus Plan — The 2021 Omnibus Plan will be approved if the votes cast in its favor exceed votes cast against it.

Q: What is a broker non-vote?

A: 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.

The only proposal that would be considered “routine” is the proposal for the ratification of the appointment of EY as Ashland’s independent registered public accountants for fiscal 2021. A broker, bank or other nominee will not be entitled to vote your shares on any “non-routine” matters, absent instructions from you. “Non-routine” matters include the election of directors, the approval, on a non-binding advisory basis, of the compensation paid to Ashland’s named executive officers and the approval of the 2021 Omnibus Plan.

Consequently, if you do not submit any voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may exercise its discretion to vote your shares on the proposal to ratify the appointment of EY. If your shares are voted on this proposal as directed by your broker, bank or other nominee, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists but will not be counted as votes cast with respect to such proposals.

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

A: 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 Yvonne Winkler von Mohrenfels, 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 9 director nominees, (ii) FOR the ratification of EY, (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; and (iv) FOR the approval of the 2021 Omnibus Plan.

As of the date of this Proxy Statement, your Board of Directors knows of no business other than that set forth above to be transacted at the Annual Meeting, but if other matters

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requiring a vote do arise, it is the intention of Mr. Novo and Ms. Winkler von Mohrenfels, as the individuals to whom you are granting your proxy, to vote in accordance with their best judgment on such matters.

Q: How will broker non-votes and abstentions be treated?

A: 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. This means that broker non-votes will have no effect on whether any of the proposals pass. 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 the election of directors, the ratification of EY and the approval, on a non-binding advisory basis, of the compensation paid to Ashland’s named executive officers. However, abstentions will be treated as a vote against approval of the 2021 Omnibus Plan.

Accordingly, we urge you to promptly give instructions to your broker to vote FOR your Board’s nominees and FOR the approval of the 2021 Omnibus Plan by using the voting instruction card provided to you by your custodian.

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

A: We intend to announce preliminary voting results based on our proxy solicitor’s advice at the Annual Meeting. We expect to report the final results based on the report of Mediant Communications on a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. 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.

Q: 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?

A: Please contact EQ Proxy, the firm assisting us in the solicitation of proxies, toll-free at 1 (833) 656-0643. Banks and brokers may call collect at 1 (516) 220-8356.

Important Notice regarding the availability of Proxy Materials for the

Annual Meeting to be held on January 28, 2021.

This Proxy Statement and Ashland’s 2020 Annual Report to Stockholders are available at

www.ashland.com/proxy.

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ASHLAND COMMON STOCK OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS

The following table sets forth information with respect to each person known to Ashland to beneficially own more than 5% of the outstanding shares of Ashland Common Stock as of October 31, 2020.

Name and Address of Beneficial Owner	Aggregate Number of       Shares of Common       Stock  Beneficially Owned			Percentage of Common       Stock Beneficially Owned (1)
The Vanguard Group		6,117,990	(2)		10.10	%
100 Vanguard Blvd Malvern, PA 19355
BlackRock, Inc.		5,945,671	(3)		9.8	%
55 East 52nd Street New York, New York 10022
Eminence Capital, LP		5,633,077	(4)		9.3	%
399 Park Avenue, 25th Floor New York, New York 10022

(1) Based on 60,578,708 shares of Ashland Common Stock outstanding as of October 31, 2020.

(2) Based upon information contained in the Schedule 13G/A filed by The Vanguard Group (“Vanguard”) with the SEC on June 10, 2020, Vanguard beneficially owned 6,117,990 shares of Ashland Common Stock as of May 29, 2020, with sole voting power over no shares, shared voting power over 39,423 shares, sole dispositive power over 6,033,268 shares and shared dispositive power over 84,722 shares. Vanguard reported its beneficial ownership on behalf of itself and the following wholly owned subsidiaries: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust Company; Vanguard Global Advisers, LLC; Vanguard Group (Ireland) Limited; Vanguard Investments Australia, Ltd.; Vanguard Investments Canada Inc.; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited.

(3) Based upon information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 5, 2020, BlackRock beneficially owned 5,945,671 shares of Ashland Common Stock as of December 31, 2019, with sole voting power over 5,555,694 shares, shared voting power over no shares, sole dispositive power over 5,945,671 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.

(4) Based upon information contained in the Schedule 13D/A filed by Eminence Capital LP (“Eminence”) with the SEC on December 12, 2019, Eminence beneficially owned 5,633,077 shares of Ashland Common Stock as of December 10, 2019, with sole voting power over no shares, shared voting power over 5,633,077 shares, sole dispositive power over no shares and shared dispositive power over 5,633,077 shares. Eminence reported 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

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is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. Subsequent to October 31, 2020, Eminence filed a Schedule 13D/A with the SEC indicating that Eminence beneficially owned 4,035,178 shares of Ashland Common Stock as of November 16, 2020, with sole voting power over no shares, shared voting power over 4,035,178 shares, sole dispositive power over no shares and shared dispositive power over 4,035,178 shares. Eminence also reported that Mr. Sandler beneficially owned 4,037,968 shares of Ashland Common Stock and 1,454.846 restricted stock units as of November 16, 2020, with sole voting power over 2,790 shares and 1,454.846 restricted stock units, shared voting power over 4,035,178 shares, sole dispositive power over 2,790 shares and 1,454.846 restricted stock units and shared dispositive power over 4,035,178 shares.

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ASHLAND COMMON STOCK OWNERSHIP OF

DIRECTORS AND EXECUTIVE OFFICERS OF ASHLAND

The following table shows, as of October 31, 2020, the beneficial ownership of Ashland Common Stock by each Ashland director, director nominee and each Ashland executive officer named in the “Summary Compensation Table” of this Proxy Statement and the beneficial ownership of Ashland Common Stock by the directors and executive officers of Ashland as a group.

Common Stock Ownership

Name of Beneficial Owner	Aggregate Number of Shares of Common Stock Beneficially Owned		Percentage of Common Stock Beneficially Owned
Guillermo Novo (a)		27,501	*	(2)(4)
William A. Wulfsohn (a)		174,267	*	(3)
J. Kevin Willis		94,535	*	(1)(2)(3)
Peter J. Ganz (b)		73,422	*	(2)(3)
Min S. Chong (b)		0	*
Osama M. Musa		9,249	*	(2)(3)
Anne T. Schumann (b)		18,504	*	(1)(2)(3)
Vito J. Consiglio (b)		5,054	*	(1)(3)
Brendan M. Cummins		0	*	(2)(4)
William G. Dempsey		8,926	*	(2)(4)
Jay V. Ihlenfeld		7,374	*	(2)(4)
Wetteny Joseph (c)		0	*
Susan L. Main		5,720	*	(2)(4)
Jerome A. Peribere		4,843	*	(2)(4)
Craig A. Rogerson (d)		1,456	*	(2)
Ricky C. Sandler		5,637,968	9.3%	(5)
Janice J. Teal		25,613	*	(2)(4)
All directors and executive officers as a group (21 people)		6,130,313	10.08%	(1)(2)(3)(4)(5)

(a) As announced on October 8, 2019, Mr. Novo succeeded Mr. Wulfsohn as Chairman and Chief Executive Officer of Ashland effective December 31, 2019.

(b) Mr. Ganz will be leaving Ashland effective December 31, 2020, Mr. Chong joined Ashland effective January 1, 2020, Ms. Schumann left Ashland effective July 31, 2020, and Mr. Consiglio left Ashland effective January 31, 2020.

(c) Mr. Joseph is a director nominee.

(d) Mr. Rogerson will retire from the Board as of the 2021 Annual Meeting and will not stand for re-election.

As of October 31, 2020, there were 60,578,708 shares of Ashland Common Stock outstanding. None of the listed individuals owned more than 1% of Ashland’s Common Stock outstanding as of October 31, 2020, other than Mr. Sandler. All directors and executive officers as a group owned 4,530,313 shares of Ashland Common Stock, which equaled 7.45% of the Ashland Common Stock outstanding as of October 31, 2020. Shares deemed to be beneficially owned are included in the number of shares of common stock outstanding on October 31, 2020, for computing the

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percentage ownership of the applicable person and the group, but shares are not deemed to be outstanding for computing the percentage ownership of any other person.

(1) Includes shares of Ashland Common Stock held under the Employee Savings Plan by executive officers: as to Mr. Willis, 32,357 shares; as to Ms. Schumann, 1,373 shares; as to Mr. Consiglio, 319 shares; and as to all executive officers as a group, 42,581 shares. Participants can vote the Employee Savings Plan shares.

(2) Includes grants of restricted stock units, 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. Novo, 14, 601 units; as to Mr. Willis, 33,126 units; as to Mr. Ganz, 2,918 units; as to Dr. Musa, 1,816 units; as to Ms. Schumann, 1,221 units; as to Mr. Dempsey, 7,043 units; as to Dr. Ihlenfeld, 5,491 units; as to Ms. Main, 3,837 units; as to Mr. Peribere, 2,960 units; as to Mr. Rogerson, 1,456 units; as to Dr. Teal, 23,730 units; and as to all directors and executive officers as a group, 103,506 units. Mr. Cummins, as a non-U.S. resident, is not eligible to defer U.S.-based compensation and therefore holds 19,837 restricted stock units, payable solely in cash, directly and not through the Directors’ Deferral Plan.

(3) 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, 2020, through the exercise of stock appreciation rights (“SARs”): as to Mr. Wulfsohn, 48,863 shares; as to Mr. Willis, 28,114 shares; as to Mr. Ganz, 30,353 shares; as to Dr. Musa, 5,225 shares; as to Ms. Schumann, 1375 shares; as to Mr. Consiglio, 492 shares; and as to all directors and executive officers as a group, 122,855 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, 2020. All SARs are stock settled and are not issued in tandem with an option.

(4) 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.

(5) As of October 31, 2020, Mr. Sandler had sole voting power over 2,790 shares and shared voting power over 5,635,178 shares. The 5,635,178 shares (the “Eminence Shares”) were 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. Subsequent to October 31, 2020, Eminence filed a Schedule 13D/A with the SEC indicating it had sold 1,600,000 shares and that Mr. Sandler beneficially owned 4,037,968 shares and 1,454.846 restricted stock units as of November 16, 2020, with sole voting power over 2,790 shares and 1,454.846 restricted stock units, shared voting power over 4,035,178 shares, sole dispositive power over 2,790 shares and 1,454.846 restricted stock units and shared dispositive power over 4,035,178 shares.

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PROPOSAL ONE – ELECTION OF DIRECTORS

BOARD OF DIRECTORS

Nine directors are proposed to be elected at the Annual Meeting to serve until the 2022 Annual Meeting and until their successors are duly elected and qualified. The 9 individuals nominated by your Board for election as directors at the 2021 Annual Meeting are Brendan M. Cummins, William G. Dempsey, Jay V. Ihlenfeld, Wetteny Joseph, Susan L. Main, Guillermo Novo, Jerome A. Peribere, Ricky C. Sandler and Janice J. Teal. The G&N Committee believes that all 9 of your Board’s nominees will be available to serve as directors upon election and the Board unanimously recommends that stockholders vote FOR them at the Annual Meeting. Craig A. Rogerson is retiring from our Board at the Annual Meeting.

Mark C. Rohr and Kathleen Wilson-Thompson retired from the Board after the May 2020 meeting. During fiscal 2020, the G&N Committee engaged Russell Reynolds Associates, an independent executive and director search firm, to assist it in identifying and recruiting suitable director candidates. As a result of that engagement, Mr. Joseph was suggested to the G&N Committee by Russell Reynolds Associates. After consideration of Mr. Joseph’s qualifications by the G&N Committee and the full Board, both the G&N Committee and the Board approved the nomination of Mr. Joseph for election to the Board at the Annual Meeting. As provided under Article V of Ashland’s Certificate of Incorporation, the affirmative vote of a majority of votes cast with respect to each director nominee will be 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. Abstentions will not be counted as votes cast either for or against the nominees.

Pursuant to Ashland’s Certificate of Incorporation, any nominee who is serving as a director at the time of an uncontested election who fails to receive a greater number of votes “for” his or her election than votes “against” his or her election shall submit an offer to resign from the Board no later than two weeks after the certification of the stockholder vote. Pursuant to the Board of Directors’ resignation policy in Ashland’s Corporate Governance Guidelines (published on Ashland’s website (http://investor.ashland.com)), the Board will decide, through a process managed by the G&N Committee, whether to accept the resignation within 90 days following the date of the stockholder meeting. The Company will then promptly disclose the Board’s decision and reasons therefor. As a condition to his or her nomination, each person nominated by the G&N Committee must agree in advance to abide by the policy. All 9 of your Board’s director nominees have agreed to abide by the policy.

If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., FOR the 9 nominees proposed by your Board and named in this Proxy Statement. Should any of your Board’s nominees be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies named on your proxy card may vote for a replacement nominee recommended by the Board of Directors, or the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

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

at the 2021 Annual Meeting: Brendan M. Cummins, William G. Dempsey, Jay V.  Ihlenfeld,

Wetteny Joseph, Susan L. Main, Guillermo Novo, Jerome A. Peribere,

Ricky C. Sandler and Janice J. Teal.

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DIRECTOR NOMINEES

BRENDAN M. CUMMINS

Principal Occupation: Former Consultant to The Valence Group; Former Chief Executive Officer of Ciba Specialty Chemicals Director Since: 2012 Age: 69

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: *  Compensation (Chair) *  Audit

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WILLIAM G. DEMPSEY

Principal Occupation: Former Executive Vice President of Global Pharmaceuticals at Abbott Laboratories Director Since: 2016 Age: 69

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 board of Landauer, 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: *  Governance and Nominating (Chair) *  Environmental, Health, Safety and Quality

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JAY V. IHLENFELD

Principal Occupation: Former Senior Vice President of 3M Company Director Since: 2017 Age: 68 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 on the Executive Committee and Chair of the Audit Committee. 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

WETTENY JOSEPH

Principal Occupation: Senior Vice President and Chief Financial Officer of Catalent Inc. Age: 48

Professional Experience: Mr. Joseph is the Senior Vice President and Chief Financial Officer of Catalent Inc. (“Catalent”), a global provider of delivery technologies and development solutions to the life sciences industry. Prior to that, Mr. Joseph held various leadership positions within Catalent from 2008 to 2018, including President, Clinical Supply Services from 2015 to 2018 and Vice President, Finance in various capacities from 2008 to 2012. Education: Mr. Joseph holds a Bachelor of Science degree and a Master of Accounting degree both from Florida Atlantic University. Director Qualifications: As the Senior Vice President and Chief Financial Officer of Catalent, Mr. Joseph brings significant management and life sciences industry experience to the Board, as well as knowledge in the areas of public company finance, accounting, business strategy, business operations, and international operations.

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SUSAN L. MAIN

Principal Occupation: Senior Vice President and Chief Financial Officer of Teledyne Technologies Incorporated Director Since: 2017 Age: 62

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 to 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 of Arts degree in Business Administration from California State University, Fullerton. Public Company Boards: Ms. Main is a director 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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GUILLERMO NOVO

Principal Occupation: Chairman of the Board and Chief Executive Officer of Ashland Global Holdings Inc. Director Since: 2019 Age: 58

Professional Experience: Mr. Novo is Ashland’s Chairman of the Board and Chief Executive Officer. Prior to that position, Mr. Novo 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 Master of Business Administration degree from the University of Michigan. Public Company Boards: Mr. Novo has served as a director of Ashland since May 22, 2019, serving on the Audit Committee until October 8, 2019 and serving on the Environmental, Health, Safety and Quality Committee until December 31, 2019. Within the past five years, Mr. Novo 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 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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JEROME A. PERIBERE

Principal Occupation: Former President and Chief Executive Officer of Sealed Air Corporation Director Since: 2018 Age: 66

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 holds a degree in business economics and finance from the Institut D’Etudes Politiques in Paris, France. Public Company Boards: Mr. Peribere is a director 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 *  Environmental, Health, Safety and Quality

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RICKY C. SANDLER

Principal Occupation: Founder and Chief Executive Officer/Chief Investment Officer of Eminence Capital Director Since: 2020 Age: 51

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. 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 on the board of directors of the University of Wisconsin Foundation and as a member of its Investment Committee. Mr. Sandler serves on the boards of several small 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. Board Committees: *  Audit *  Governance and Nominating

JANICE J. TEAL

Principal Occupation: Former Group Vice President and Chief Scientific Officer for Avon Products Inc. Director Since: 2012 Age: 68

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 as a director of Arch Chemicals, Inc., where she served on the Audit Committee and the Corporate Governance Committee. Non-Profit Boards: Dr. Teal serves on the Board of Trustees of Naples Community Hospital Healthcare System. 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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COMPENSATION OF DIRECTORS

Director Compensation Table

The following table is a summary of compensation information for the fiscal year ended September 30, 2020, for Ashland’s non-employee directors. Effective December 31, 2019, upon his official appointment as Chairman of the Board and Chief Executive Officer of Ashland, Mr. Novo no longer receives compensation in his role as a director of Ashland. Mr. Joseph is a director nominee and therefore received no compensation from Ashland in fiscal 2020.

Name	Fees Earned or Paid in Cash (1) ($)		Stock Awards (2) ($)		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(d)		(e)
Brendan M. Cummins		105,440		110,000		0		215,440
William G. Dempsey		105,440		110,000		0		215,440
Jay V. Ihlenfeld		135,000		160,000		0		295,000
Susan L. Main		120,000		110,000		0		230,000
Guillermo Novo (3)		25,000		0		0		25,000
Jerome A. Peribere		100,000		110,000		0		210,000
Craig A. Rogerson (4)		100,000		110,000		0		210,000
Mark C. Rohr (5)		73,613		110,000		0		183,613
Ricky C. Sandler (6)		67,033		110,000		0		167,033
Janice J. Teal		115,000		110,000		0		225,000
Kathleen Wilson-Thompson (5)		73,613		110,000		0		183,613

(1) For Mr. Cummins, the amount provided reflects the pro-rated fee for service as Compensation Committee chair beginning May 21, 2020. For Mr. Dempsey, the amount provided reflects the pro-rated fee for service as the G&N Committee chair beginning May 21, 2020. For fiscal 2020 Mr. Dempsey and Dr. Teal deferred all or a portion of their fees into the Directors’ Deferral Plan. Mr. Dempsey deferred $80,440 and Dr. Teal deferred $115,000.

(2) The values in column (c) represent the aggregate grant date fair value of restricted stock unit awards granted in fiscal 2020 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 Mr. Cummins, each continuing non-employee director received a grant of 1,449 restricted stock units of Ashland Common Stock in the Directors’ Deferral Plan on January 30, 2020. The grant date fair value per share of each restricted stock unit was $75.90 per share of Ashland Common Stock. Mr. Cummins received 1,449 restricted stock units on such date, which was based on the grant date fair value of $75.90 per share of Ashland Common Stock. In recognition of Dr. Ihlenfeld’s additional Board responsibilities over the last two years, the Board approved an additional one-time equity grant of 658 restricted stock units with a grant date fair value of $50,000.

(3) Mr. Novo was appointed Chairman of the Board and Chief Executive Officer on December 31, 2019. Amounts in table above reflect compensation that Mr. Novo received as a non-employee director during fiscal 2020 prior to this appointment as Chief Executive Officer.

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(4) Mr. Rogerson is retiring from the Board at the Annual Meeting.

(5) Mr. Rohr and Ms. Wilson-Thompson retired from Ashland’s Board on May 21, 2020. Amounts in table above reflect prorated amounts based on date of retirement. The Board decided to accelerate a pro-rated portion of the 2020 restricted stock unit grant in lieu of Mr. Rohr and Ms. Wilson-Thompson forfeiting the entire grant. As such, each of Mr. Rohr and Ms. Wilson-Thompson received 447 common stock units in the Directors’ Deferral Plan after the acceleration with an additional incremental fair value of $63.52.

(6) Mr. Sandler joined the Board on January 29, 2020. Amounts in table above reflect prorated amounts based on date of election to the Board.

The following table identifies the aggregate number of unvested stock awards for each non-employee director outstanding as of September 30, 2020, other than Mr. Novo, whose unvested stock awards are reflected in the “Outstanding Awards at Fiscal Year-End” table below, and Mr. Rohr and Ms. Wilson-Thompson, who each retired on May 21, 2020 and did not hold any shares of restricted Ashland Common Stock or unvested stock units on September 30, 2020.

Name	Shares of Restricted Ashland Common Stock (#)		Unvested Restricted Stock Units of Ashland Common Stock (1) (#)
Brendan M. Cummins		0		19,837
William G. Dempsey		1,883		1,449
Jay V. Ihlenfeld		1,883		1,449
Susan L. Main		1,883		1,449
Jerome A. Peribere		1,883		1,449
Craig A. Rogerson		0		1,449
Ricky C. Sandler		0		1,449
Janice J. Teal		1,883		1,449

(1) 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’ restricted stock units vest as described below under the section entitled “Restricted Stock Units” of this Proxy Statement.

Ashland’s non-employee director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our stockholders. The G&N Committee reviews the director compensation program on an annual basis and recommends proposed changes for approval by the Board. As part of this review, the G&N Committee considers the significant amount of time expended, and the skill level required, by each non-employee director in fulfilling his or her duties on the Board, each director’s role and involvement on the Board and its committees and the market compensation practices and levels of our peer companies.

Annual Retainer

Ashland provides annual retainers of (a) $100,000 for each non-employee director, (b) an additional $35,000 for the Lead Independent Director, (c) an additional $20,000 for the Chair of the

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Audit Committee and (d) an additional $15,000 for other committee chairs. Non-employee directors may elect to receive part or all of their annual retainers in cash, shares of Ashland Common Stock, or as deferrals through the Directors’ Deferral Plan.

The non-employee directors who make an election to defer part or all of any annual retainer may have the deferred amounts held as common stock units (share equivalents) in a hypothetical Ashland Common Stock Fund or invested under the other available investment options under the Directors’ Deferral Plan. The payout of the amounts deferred occurs upon termination of service by the director. Directors may elect to receive the payout in a single lump sum or in installments not to exceed 15 years. Upon a “change in control” of Ashland (as defined in the Directors’ Deferral Plan), deferred amounts in the directors’ deferral accounts will be distributed pursuant to each director’s election and valued at the time of the distribution.

Restricted Stock Units

Ashland provides an annual award of deferred restricted stock units in the Directors’ Deferral Plan with a grant date value of $110,000 (pro-rated as applicable for less than a full year of service).

In 2020, each continuing non-employee director (other than Mr. Cummins) received restricted stock units in the Directors’ Deferral Plan. The restricted stock units vest one year after date of grant. Dividends on restricted stock units are reinvested in additional restricted stock units. Upon a “change in control” of Ashland, the restricted stock units immediately vest. Prior to being awarded restricted stock units, directors can elect to have part of their vested units invested under the available investment options under the Directors’ Deferral Plan, other than the Ashland Common Stock Fund, and/or paid in cash after the director terminates from service. Effective as of May 22, 2019, pursuant to an amendment to the Directors’ Deferral Plan, directors can no longer elect to have their restricted stock units invested in any investment option other than the Ashland Common Stock Fund and the restricted stock units will be paid in stock after the director terminates from service. In addition, following such amendment, restricted stock units will be granted under the stockholder approved Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan, or applicable successor plan, rather than the Directors’ Deferral Plan.

Mr. Cummins, as a non-U.S. resident, is not eligible to participate in the Directors’ Deferral Plan. Therefore, he received an annual award of restricted stock units directly, which may not be sold, assigned, transferred or otherwise encumbered until the earliest to occur of: (i) retirement from the Board of Directors, (ii) death or disability, (iii) a 50% change in the beneficial ownership of Ashland or (iv) voluntary early retirement to enter governmental service. His annual award will continue to be granted directly (and not through deferral).

Stock Ownership Guidelines for Directors

The Board of Directors considers Ashland Common Stock ownership by directors to be of utmost importance. The Board believes that such ownership enhances the commitment of directors to Ashland’s future and aligns their interests with those of Ashland’s other stockholders. The Board has therefore established minimum stock ownership guidelines for non-employee directors which require each director to own Ashland Common Stock having a value of at least five times his or her base annual cash retainer of $100,000. Each newly elected director has five years from the year elected to reach this ownership level.

As of September 30, 2020, each of Ashland’s current non-employee directors who are currently required to meet the minimum stock ownership guidelines had attained the minimum stock ownership levels other than Mr. Rogerson. Mr. Rogerson joined the Board in 2019 and will not be required to meet the minimum stock ownership guidelines until 2024. Mr. Novo, as the Chairman and Chief Executive Officer, will have five years to meet the officer stock ownership guidelines discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement.

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CORPORATE GOVERNANCE

Governance Principles

Ashland is committed to adhering to sound corporate governance practices. The documents described below are published on Ashland’s website (http://investor.ashland.com). These documents are also available in print at no cost to any stockholder who requests them. Among the corporate governance practices followed by Ashland are the following:

• 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.

• 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.

Policy Regarding Employee, Officer and Director Hedging and Pledging

Under Ashland’s insider trading policy, directors, officers, employees and certain persons or entities related to these individuals, are prohibited from purchasing any financial instruments that are designed to hedge or offset any decrease in the market value of equity securities of Ashland granted to or held by such covered persons. Such financial instruments include, but are not limited to, prepaid variable forward contracts, equity swaps, collars, and exchange funds.

Additionally, all directors and officers of Ashland are prohibited from, directly or indirectly, pledging equity securities of Ashland. Pledging includes, but is not limited to, the creation of any form of pledge, security interest, deposit, lien or other hypothecation, including the holding of shares in a margin account.

Board Leadership Structure

Ashland combines the roles of Chairman of the Board and Chief Executive Officer, which is balanced through the appointment of a Lead Independent Director. The Board believes that combining the positions of Chairman and Chief Executive Officer provides clarity of leadership and

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is in the best interests of Ashland and its stockholders at this time. The Board believes that the use of a Lead Independent Director provides appropriate independent oversight of management. Independent oversight has been further assured by having only one member of management on the Board. The non-employee directors regularly meet in executive session at Board meetings.

The Lead Independent Director is an independent director selected annually by the G&N Committee and approved by the Board. Dr. Ihlenfeld is currently the Lead Independent Director. In addition to the duties of all Board members, the Lead Independent Director:

• 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.

Oversight of Ashland’s Executive Compensation Program

The Compensation Committee is responsible for the approval and administration of compensation programs for executive officers of Ashland. The Compensation Committee is composed of independent directors (as defined in the Standards). In making compensation decisions, the Compensation Committee considers, among other things: Ashland’s compensation philosophy, its financial and operating performance, the individual performance of executives, compensation policies and practices for Ashland employees generally, and practices and executive compensation levels of peer and similarly sized general industry companies.

The Compensation Committee’s primary responsibilities are to:

• 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;

• Review and approve compensation of all executive officers who are “officers” under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); 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.

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For further information about the responsibilities of the Compensation Committee, see “Committees and Meetings of the Board of Directors—Compensation Committee” below.

The Compensation Committee may form and delegate authority to subcommittees with regard to any of the above responsibilities.

In determining and administering the executive compensation programs, the Compensation Committee takes into consideration:

• Recommendations of the Chief Executive Officer and human resources 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 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.

The Compensation Committee meets in executive session for a portion of each of its meetings.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee for fiscal 2020 were Brendan M. Cummins (Chair beginning May 21, 2020), Kathleen Wilson-Thompson (Chair until retired effective May 21, 2020), Jerome A. Peribere, Mark C. Rohr (until retired effective May 21, 2020), Craig A. Rogerson, and Janice J. Teal. There were no impermissible interlocks or inside directors on the Compensation Committee.

Board’s Role of Risk Oversight

The Board of Directors has oversight responsibility with respect to Ashland’s risk management processes. This includes working with management to determine and assess the Company’s philosophy and strategy towards risk management and mitigation. Management is responsible for the day-to-day management of risk, and they report periodically to the Board and to specific committees on current and emerging risks and the Company’s approach to avoiding and mitigating risk exposure. The Board reviews in detail the Company’s most significant risks and whether management is responding consistently within the Company’s overall risk management and mitigation strategy.

While the Board maintains the ultimate oversight responsibility for risk management, each of the various committees of the Board has been assigned responsibility for risk management oversight of specific areas. In particular, the Audit Committee maintains responsibility for overseeing risks related to Ashland’s financial reporting, audit process, internal controls over financial reporting and disclosure controls and procedures and for the global ethics and compliance program. The Audit Committee has oversight responsibility related to Ashland’s key financial risks. Additionally, the Audit Committee has responsibility for reviewing and assisting the Board in its oversight of the Company’s capital allocation framework, including prioritization, significant decisions and risk considerations relating to the Company’s financial resources, capital structure and investments and uses of cash. The EHS&Q Committee assists the Board in fulfilling its oversight responsibility with respect to environmental, health, safety, product compliance and business continuity risks. In setting compensation, the Compensation Committee monitors and evaluates the compensation and benefits structure of the Company, including providing guidance on philosophy and policy matters and excessive risk-taking. Finally, the G&N Committee conducts an annual review of nominees to the Board and is charged with developing and recommending to the Board corporate governance principles and policies and Board Committee structure, leadership and membership.

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Director Independence and Certain Relationships

The Board of Directors has adopted the Standards to assist in its determination of director independence. To qualify as independent under these Standards, the Board must affirmatively determine that a director has no material relationship with Ashland, other than as a director.

Pursuant to the Standards, Ashland’s Board undertook a review of director independence in November 2020. During this review, the Board considered relationships and transactions between, on the one hand, each director or nominee, any member of his or her immediate family, and his or her affiliates, and on the other hand, Ashland and its subsidiaries and affiliates. As provided for in the Standards, the purpose of the review was to determine whether any such relationships or transactions were inconsistent with a determination that the director or nominee is independent.

As part of its assessment of Mr. Rogerson’s independence, the Board evaluated the ongoing pension payments Mr. Rogerson receives in respect of his former employment at Hercules, which was acquired by Ashland in 2008. Hercules’ pension obligations were assumed by Valvoline as part of the 2017 spin-off of Valvoline from Ashland. Mr. Rogerson receives approximately $200,000 annually pursuant to a qualified defined benefit plan and a non-qualified supplemental early retirement plan in respect of his former employment at Hercules.

As a result of the review, Ashland’s Board affirmatively determined that Messrs. Cummins, Dempsey, Joseph, Peribere, Rogerson, Rohr (through May 21, 2020) and Sandler, Dr. Teal, Dr. Ihlenfeld, Ms. Main and Ms. Wilson-Thompson (through May 21, 2020) are each independent of Ashland and its affiliates. Mr. Wulfsohn, Ashland’s former Chief Executive Officer and Mr. Novo, Ashland’s current Chief Executive Officer, are the only directors determined not to be independent of Ashland. In addition, the Board has affirmatively determined that all members of the Audit Committee, Compensation Committee and G&N Committee are independent under SEC rules and the listing standards of the NYSE.

In the normal course of business, Ashland had transactions with other corporations where certain Ashland directors serve as executive officers. None of the transactions were material in amount as to Ashland and none were reportable under federal securities laws. Ashland’s Board has concluded that the following relationships between Ashland and the director-affiliated entities are not material pursuant to the Standards, and the G&N Committee has determined that the transactions are not “Related Person Transactions,” as defined in the Related Person Transaction Policy:

Craig A. Rogerson, a director of Ashland, is the Chairman, President and Chief Executive Officer of Hexion Inc. (“Hexion”). During fiscal 2020, Ashland paid Hexion approximately $2,299,000 for certain products and/or services, and Hexion paid Ashland approximately $506,000 for certain products and/or services.

Mark C. Rohr, a director of Ashland through May 21, 2020, is the former Executive Chairman and former Chief Executive Officer of Celanese Corporation (“Celanese”). During fiscal 2020, Ashland paid Celanese approximately $1,643,000, and Celanese paid Ashland approximately $4,962,000, for certain products and/or services.

Wetteny Joseph, a director nominee of Ashland, is the Senior Vice President and Chief Financial Officer of Catalent Inc. (“Catalent”). During fiscal 2020, Catalent paid Ashland approximately $1,254,000 for certain products and/or services.

There are no material proceedings to which any director, director nominee or executive officer of Ashland is a party adverse to Ashland or any of its subsidiaries or has a material interest adverse to Ashland or any of its subsidiaries.

There are no family relationships between any director of Ashland, executive officer of Ashland or person nominated or chosen to become a director or executive officer of Ashland.

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Related Person Transaction Policy

Federal securities laws require Ashland to describe any transaction since the beginning of the last fiscal year, or any currently proposed transaction, in which (i) Ashland was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) in which any related person had or will have a direct or indirect material interest. Related persons are directors and executive officers, nominees for director and any immediate family members of directors, executive officers or nominees for director. There have been no transactions since October 1, 2019, nor is there any currently proposed transaction, in which (i) Ashland was or is to be a participant, (ii) the amount involved exceeded or will exceed $120,000 and (iii) any related person had or will have a direct or indirect material interest. Ashland is also required to describe its policies and procedures for the review, approval or ratification of any Related Person Transaction.

Pursuant to Ashland’s written Related Person Transaction Policy (the “Policy”), the G&N Committee is responsible for reviewing the material facts of any transactions that could potentially be “transactions with related persons.” The Policy covers any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, (2) Ashland is a participant and (3) any related person has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). Transactions between Ashland and any firm, corporation or entity in which a related person is an executive officer or general partner, or in which any related persons collectively hold more than 10% of the ownership interests, are also subject to review under the Policy.

Under the Policy, Ashland’s directors and executive officers are required to identify annually, and on an as-needed basis, potential transactions with related persons or their firms that meet the criteria set forth in the Policy, and management is required to forward all such disclosures to the G&N Committee. The G&N Committee reviews each disclosed transaction. The G&N Committee has discretion to approve, disapprove or otherwise act if a transaction is deemed to be a Related Person Transaction subject to the Policy. Only disinterested members of the G&N Committee may participate in the determinations made with regard to a particular transaction. If it is impractical to convene a meeting of the G&N Committee, the Chair of the G&N Committee is authorized to make a determination and promptly report such determination in writing to the other G&N Committee members. All determinations made under the Policy are required to be reported to the full Board of Directors.

Under the Policy and consistent with SEC regulations, certain transactions are not Related Person Transactions, even if such transactions exceed $120,000 in a fiscal year. Those exceptions are:

• 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

• 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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Delinquent Section 16(a) Reports

Pursuant to Section 16 of the Exchange Act, the Company’s directors and certain executive officers are required to report, within specified due dates, their initial ownership of the Company’s Common Stock and all subsequent acquisitions, dispositions or other transfers of interest in such securities, if and to the extent reportable events occur which require reporting by such due dates. The Company is required to identify in its proxy statement whether it has knowledge that any person required to file such a report may have failed to do so in a timely manner. Based on that review, all of the Company’s directors and all executive officers subject to the reporting requirements satisfied such requirements in full during fiscal 2020, other than (1) a late Form 4 for Ashok Kalyana reflecting his grant of restricted stock units and stock appreciation rights due to an administrative error; and (2) a Form 4/A for Jay V. Ihlenfeld reflecting incorrect RSU grants due to an administrative error.

Communication with Directors

The Board of Directors has established a process by which stockholders and other interested parties may communicate with the Board. Persons interested in communicating with the Board, or with a specific member or Committee of the Board, may do so by writing to the Lead Independent Director in care of the General Counsel of Ashland, 8145 Blazer Drive, Wilmington, DE 19808. Communications directed to the Lead Independent Director will be reviewed by the General Counsel and distributed to the Lead Independent Director as well as to other individual directors, as appropriate, depending on the subject matter and facts and circumstances outlined in the correspondence. Communications that are not related to the duties and responsibilities of the Board, or are otherwise inappropriate, will not be forwarded to the Lead Independent Director, although all communications directed to the Board will be available to any director upon request.

Attendance at Annual Meeting

Ashland has a policy and practice of strongly encouraging all directors to attend the Annual Meeting. All of Ashland’s then current directors were present at the Annual Meeting held on January 30, 2020.

Executive Sessions of Directors

The independent directors meet in executive session at each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. The Audit and Compensation Committees of the Board meet in executive session during every regular committee meeting. Other Board committees meet in executive session at the discretion of the committee members.

Stockholder Recommendations for Directors

The G&N Committee considers director candidates recommended by other directors, employees and stockholders, and is authorized, at its discretion, to engage a professional search firm to identify and suggest director candidates. Written suggestions for director candidates should be sent via registered, certified or express mail to the Secretary of Ashland at 8145 Blazer Drive, Wilmington, DE 19808. Such suggestions should be received no later than September 1, 2021, to be considered by the G&N Committee for inclusion as a director nominee for the 2022 Annual Meeting. Suggestions for director candidates should include all information required by Ashland’s By-laws and any other relevant information, as to the proposed candidate. The G&N Committee selects each director nominee based on the nominee’s skills, achievements and experience. The G&N Committee will review all director candidates in accordance with its charter and Ashland’s Corporate Governance Guidelines, and it will identify qualified individuals consistent with criteria approved by the Board of Directors. The G&N Committee shall select individuals as director nominees who exhibit the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective in serving the interests of Ashland’s stockholders. Additionally, the G&N Committee shall seek director candidates who

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exhibit the following personal and professional qualifications: (1) significant experience in the chemical industry; (2) product or process innovation experience; (3) international business expertise; (4) diverse experience in policy-making in business, government, education and/or technology, or in areas that are relevant to Ashland’s global business and strategy; (5) an inquisitive and objective nature, practical wisdom and mature judgment; and (6) the ability to work with Ashland’s existing directors and management. Individuals recommended by stockholders in accordance with these procedures will be evaluated by the G&N Committee in the same manner as individuals who are recommended through other means. During fiscal 2020, the G&N Committee engaged Russell Reynolds Associates, an independent executive and director search firm, to assist it in identifying and recruiting suitable director candidates. As a result of that engagement, Mr. Joseph was suggested to the G&N Committee by Russell Reynolds Associates. After consideration of Mr. Joseph’s qualifications by the G&N Committee and the full Board, both the G&N Committee and the Board approved the nomination of Mr.  Joseph for election to the Ashland Board at the Annual Meeting.

Stockholder Nominations of Directors

In order for a stockholder to nominate a director at an annual meeting who is not otherwise nominated by the G&N Committee, Ashland’s By-laws require that the stockholder must give written notice (as specified below) to the Secretary of Ashland not less than 90 days nor more than 120 days prior to the first anniversary of the date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the stockholder to be timely must be so delivered or received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. Public disclosure may include a press release or be in a public filing with the SEC. The notice must contain the following information:

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

i. 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;

ii. the date such shares of stock were acquired;

iii. 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;

iv. 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“);

v. 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;

vi. 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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vii. 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

viii. 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.

The chairman of any meeting of stockholders to elect directors and Ashland’s Board may refuse to acknowledge any nomination that is not made in compliance with the procedure described above or if the stockholder fails to comply with the representations set forth in the notice.

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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors currently has four committees: Audit Committee; Compensation Committee; EHS&Q Committee; and G&N Committee. All Committees are currently composed entirely of independent directors. During fiscal 2020, 10 meetings of the Board were held. Each incumbent director attended at least 75% of the total meetings of the Board and the Committees on which he or she served except Mr. Rogerson attended 60% of Board meetings and 67% of Committee meetings due to illness. Overall attendance at Board and Committee meetings was 93%. Listed below are the members of each of the four standing committees as of September 30, 2020.

Audit (2)	Compensation (2)	Environmental, Health, Safety and Quality (2)	Governance and Nominating (2)
Brendan M. Cummins	Brendan M. Cummins (1)	William G. Dempsey	William G. Dempsey (1)
Jay V. Ihlenfeld	Jerome A. Peribere	Jay V. Ihlenfeld	Susan L. Main
Susan L. Main (1)	Craig A. Rogerson	Craig A. Rogerson	Jerome A. Peribere
Ricky C. Sandler	Janice J. Teal	Janice J. Teal (1)	Ricky C. Sandler

(1) Chair

(2) Ms. Wilson-Thompson and Mr. Rohr retired from the Board on May 21, 2020. Prior to their retirement, each served on the Compensation and Governance and Nominating committees. Mr. Novo served on the Audit Committee until October 8, 2019 and the EHS&Q Committee until December 31, 2019.

Following are descriptions of the primary responsibilities of each committee and the number of meetings held during fiscal 2020. Each committee’s charter is available on Ashland’s website (http://investor.ashland.com).

   Audit Committee   Number of Meetings in Fiscal 2020: 8

Summary of Responsibilities

• 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).

• 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 exposures.

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• 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 2020: 8

Summary of Responsibilities

• 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 executives officers subject to Section 16 of the Exchange Act.

• 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.

   Environmental, Health, Safety and Quality Committee   Number of Meetings in Fiscal 2020: 4

Summary of Responsibilities

• 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.

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   Governance and Nominating Committee   Number of Meetings in Fiscal 2020: 6

Summary of Responsibilities

• 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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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs and the compensation decisions made by the Compensation Committee under those programs. This CD&A focuses on the compensation of our named executive officers for fiscal 2020, who were:

Name	Position
Guillermo Novo (1)	Chairman of the Board and Chief Executive Officer (“CEO”)
William A. Wulfsohn (2)	Former Chairman of the Board and Chief Executive Officer (“Former CEO”)
J. Kevin Willis	Senior Vice President and Chief Financial Officer (“CFO”)
Peter J. Ganz	Senior Vice President, General Counsel and Secretary
Min S. Chong	Senior Vice President and GM, Specialty Additives and Intermediates & Solvents
Osama M. Musa	Senior Vice President, Chief Technology Officer
Anne T. Schumann (3)	Former Senior Vice President, Chief Human Resources and Information Technology Officer
Vito J. Consiglio (4)	Former Senior Vice President, Chief Commercial Officer

(1) On December 31, 2019, the Board elected Mr. Novo as the Company’s Chief Executive Officer and Chairman of the Board.

(2) On December 31, 2019, Mr. Wulfsohn retired from Ashland as the Company’s Chief Executive Officer and Chairman of the Board.

(3) On July 31, 2020, Ms. Schumann left the Company due to a reorganization of the Company.

(4) On January 31, 2020, Mr. Consiglio left the Company due to the elimination of the Chief Commercial Officer position.

FISCAL YEAR 2020 ASHLAND PERFORMANCE

Fiscal 2020 was a transformative year for Ashland filled with difficult external conditions brought on by the COVID-19 pandemic.

During the second quarter of fiscal 2020, Ashland changed the manner in which it manages the business moving from a functionally led to a business led organization. This change recognizes that Ashland has a diverse portfolio of businesses with different value propositions for the markets Ashland serves. The organizational change allows Ashland to align its business models, resources and cost structure to the specific needs of each business and enable greater ownership and accountability for both short- and long-term performance. As a result, Ashland’s reportable segments include the consumer specialty businesses: Life Sciences and Personal Care & Household; the industrial specialty businesses: Specialty Additives and Performance Adhesives; and Intermediates and Solvents. Unallocated and Other includes corporate governance activities and certain legacy matters.

This new business-centric operational model required redesign of core operating systems and processes leading to a realignment in both the selling, general and administrative and research and development costs (SARD) associated with each business. In addition to the realignment of

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SARD, a productivity review with a focus on cost of goods sold (COGS) was also initiated. Ashland incurred severance expense of $51 million during fiscal 2020 associated with these SARD and COGS initiatives.

With regards to the COVID-19 pandemic, Ashland successfully navigated the uncertain environment throughout fiscal 2020. This included the execution of shelter in place, social distancing and deep cleaning process requirements. Through the balance of fiscal 2020, Ashland did not experience any additional major operating surprises, maintained a robust supply chain in a challenging environment, had strong safety performance in the face of unprecedented pressures and improved operating discipline across each of its businesses. The consumer specialties businesses showed resiliency in the face of difficult economic circumstances. The industrial specialties businesses and the Intermediates and Solvents business experienced downward pressure on demand as a result of the COVID-19 pandemic’s impact on those businesses end markets. However, Ashland’s overall liquidity remained strong and Ashland was more than able to meet its operating cash needs and other investing and financing cash requirements, including those Ashland believes are necessary to grow the business as economic conditions improve.

Key financial results for fiscal 2020 include:

• Operating loss of $388 million in 2020 compared to income of $166 million in 2019. The 2020 loss was driven by a $530 million goodwill impairment charge associated with second quarter business realignment discussed above and is also included in the loss from continuing operations and net loss for fiscal 2020 discussed below.

• Loss from continuing operations of $491 million in 2020 compared to income of $24 million in 2019.

• Net loss of $508 million in 2020 compared to income of $505 million in 2019. Fiscal 2019 includes a $372 million gain on disposal associated with the August 30, 2019 sale of the Composites business and the Marl facility to INEOS.

• Adjusted EBITDA of $528 million in 2020 compared to $532 million in 2019.

In the year ahead we expect to continue to improve our operational performance as a result of our new business model and deliver cost reductions and margin expansion associated with our SARD and COGS initiatives, while keeping disciplined capital allocation to align with our strategy to generate strong free cash flow.

FY2020 Financial Results

(In millions)	2020			2019
Sales
Life Sciences	$	708		$	732
Personal Care & Household		615			651
Consumer Specialties		1,323			1,383
Specialty Additives		589			654
Performance Adhesives		310			345
Industrial Specialties		899			999
Intermediates and Solvents		129			160
Intersegment sales		(25	)		(49	)
		$2,326			$2,493

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(In millions)	2020			2019
Operating income (loss)
Life Sciences	$	123		$	114
Personal Care & Household		(296	)		85
Consumer Specialties		(173	)		199
Specialty Additives		(132	)		18
Performance Adhesives		56			58
Industrial Specialties		(76	)		76
Intermediates and Solvents		(10	)		28
Unallocated and other		(129	)		(137	)
		$(388)			$166
EBITDA (1)
Life Sciences	$	183		$	175
Personal Care & Household		(219	)		164
Consumer Specialties		(36	)		339
Specialty Additives		(51	)		137
Performance Adhesives		71			72
Industrial Specialties		20			209
Intermediates and Solvents		4			41
Unallocated and other		(129	)		(134	)
		$(141)			$455
Adjusted EBITDA (1)
Life Sciences	$	195		$	175
Personal Care & Household		150			164
Consumer Specialties		345			339
Specialty Additives		143			150
Performance Adhesives		71			72
Industrial Specialties		214			222
Intermediates and Solvents		13			41
Unallocated and other		(44	)		(70	)
		$528			$532

(1) 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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COMPENSATION PHILOSOPHY AND PROGRAM DESIGN PRINCIPLES

Compensation Philosophy and Executive Compensation Program Objectives

Our executive compensation program is designed to create a pay-for-performance culture by aligning compensation to the achievement of our financial and strategic objectives and our stockholders’ interests. We strive to provide our NEOs with a compensation package that is aligned with our Compensation Peer Group (as defined below), with the expectation, based on a comparison to executives in the Compensation Peer Group and a review of other competitive market information, that above-target performance will result in above-median pay and below-target performance will result in below-median pay. The Compensation Committee annually reviews the base salaries and the annual and long-term target incentive opportunities of our NEOs to determine whether these programs competitively reward our NEOs for their services.

The primary objectives of our executive compensation program and the guiding principles for setting and awarding executive compensation are to:

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 and attract and retain executive officers with the skills, experience and motivation to achieve stated Company objectives.
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.
Be straightforward and transparent in its design	Clearly describe all elements of our executive compensation programs, individually and in the aggregate, for our shareholders and other interested parties.

ELEMENTS OF COMPENSATION AND LINK TO COMPANY PERFORMANCE

Primary Compensation Elements

We have three primary elements of total direct compensation—base salary, annual incentive and long-term incentive. Our long-term incentive is delivered through Performance Units (“PUs” or “Performance Units”), Stock Appreciation Rights (“SARs”) and Restricted Stock Units (“RSUs”).

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The majority of our NEOs’ compensation is performance-based and not guaranteed. The following table summarizes the key elements of our executive compensation program and describes why each element is provided:

	Base Salary	Annual Incentive	PUs	SARs	RSUs
Who Receives	All NEOs
When Granted / Received or Reviewed	Reviewed annually	Annually for prior year performance	First quarter annually
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 exercise/vest date
Most Recent Performance Measure	N/A	Adjusted EBITDA and FCF (1) with a safety modifier	Return on Net Assets (“RONA”) and relative Total Shareholder Return (“RTSR”) (2)	Stock price appreciation
What is Incentivized	Balance against excessive risk taking	Deliver on annual strategic objectives	Deliver on long-term strategic objectives; outperform peers	Increase stock price	Balance against excessive risk-taking and retention

(1) Adjusted EBITDA and FCF, in each case, as used for purposes of our Annual Incentive Plan, and Adjusted RONA, as used for purposes of our Long-Term Incentive Performance Plan, are non-GAAP measures. Other than Adjusted RONA, a reconciliation of these measures to results in accordance with GAAP can be found in Appendix A. Adjusted RONA is a non-GAAP measure and will be reconciled when the long-term incentive performance plan is scored.

(2) For current open PU plans, metrics used are Earnings per Share and RTSR (2019-2021) and Adjusted RONA and RTSR (2020-2022 and 2021-2023).

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Overall Pay Mix

As illustrated in the charts below, we place a significant emphasis on performance-based compensation (annual and long-term) so that a substantial percentage of each NEO’s total direct target compensation is contingent on the successful achievement of our financial and strategic goals, in accordance with our compensation philosophy.

Fiscal Year 2020 Total Direct Compensation Mix

USE OF COMPARATOR PEER GROUPS

The Compensation Committee primarily uses two comparator groups as part of its executive compensation process. The “Compensation Peer Group” is used to assess the competitiveness of our NEOs’ compensation and the “Performance Peer Group” is used in limited circumstances in evaluating our stock performance.

Compensation Peer Group

The Compensation Committee considers relevant market pay practices, among other factors, when setting executive compensation to enhance our ability to recruit and retain high-performing talent. In assessing market competitiveness, the compensation of our NEOs is reviewed against executive compensation at a number of companies with which we compete for executive talent. Factors used to determine the companies included in the analysis and how the data is used is set forth below:

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 ✓    Input to designing compensation plans, benefits and perquisites

Our Compensation Committee annually reviews the Compensation Peer Group and determines, with input from its independent compensation consultant, whether any changes are appropriate. During this annual review, the Compensation Committee considers whether the Compensation Peer Group companies remain appropriate from a business and talent perspective.

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The fiscal 2020 Compensation Peer Group used for market assessment of compensation included the following companies:

Company	Revenue as of 6/30/20 ($M)	Company	Revenue as of 6/30/20 ($M)
Olin Corporation	$6,789	H.B. Fuller Company		$3,001
Celanese Corporation	$6,554	New Market Corporation		$2,237
The Chemours Company	$6,284	Stepan Corporation		$1,984
RPM International Inc.	$5,521	W.R. Grace & Co.		$1,970
FMC Corporation.	$4,812	Kraton Corporation		$1,966
Axalta Coating Systems Ltd	$4,643	Element Solutions, Inc.		$1,928
International Flavors & Fragrances, Inc.	$4,344	Innospec Inc.		$1,505
Avient Corporation	$3,532	Sensient Technologies Corporation		$1,378
Albemarle Corporation	$3,385	Ingevity Corporation		$1,175
Cabot Corporation	$3,369

Additionally, competitive pay data was gathered from the Towers Watson CDB General Industry Executive Compensation Survey. The data from the survey is scoped to Ashland’s industry and adjusted to Ashland’s revenue size.

Performance Peer Group

In fiscal 2020 the Compensation Committee utilized the entire S&P 400 index as our performance peer group (the “Performance Peer Group”). We believed the Performance Peer Group was an appropriate measure of our relative TSR, reflecting Ashland’s performance compared to the broader stock market and provides transparency to our investors and incentive plan participants. Our Performance Peer Group is used solely for assessing relative TSR performance for our PUs.

FISCAL YEAR 2020 COMPENSATION STRUCTURE DECISIONS

Our Compensation Committee reviews the base salaries and the annual and long-term target opportunities of our NEOs annually to determine whether these programs competitively reward our NEOs for their services based on a comparison to executives in the Compensation Peer Group and a review of other competitive market information.

Overview of CEO Compensation for fiscal 2020

Compensation of Mr. Novo as of the start date of December 31, 2020

• Base salary upon hire was lower than previous CEO

• Sign-on bonus upon start date

• Annual target incentive compensation opportunity remained the same as the previous CEO

• Long-term target incentive compensation opportunity remained the same as the previous CEO

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Base Salary

The Compensation Committee considers each NEO’s experience, proficiency, performance and potential to impact future business results, the NEO’s behavior measured against key competencies and corporate values and competitiveness in the market, in making base salary decisions.

When evaluating Mr. Novo’s base salary upon joining Ashland, the Compensation Committee reviewed the market data provided by its independent compensation consultant and, in executive session without management present, recommended a base salary for Mr. Novo.

The Compensation Committee also reviewed the market data provided by its independent compensation consultant in connection with the merit recommendations submitted by Mr. Novo for each NEO other than himself. The Compensation Committee approved no increases for Messrs. Willis, Ganz, Musa and Ms. Schumann, based on its review of the market data for companies of similar size after Ashland completed the disposition of its Composites business and Marl facility.

Base salaries, effective April 2020, were as follows:

NEO	FY2019 Base Salary ($)		FY2020 Base Salary ($)		Increase (%)
Guillermo Novo (1)		N/A		1,050,000		N/A
William A. Wulfsohn		1,189,000		N/A		N/A
J. Kevin Willis		598,150		598,150		0
Peter J. Ganz		561,550		561,550		0
Min S. Chong (2)		N/A		388,000		N/A
Osama M. Musa		494,596		494,596		0
Anne T. Schumann		484,100		484,100		0
Vito J. Consiglio (2)		518,811		N/A		0

(1) In addition, Mr. Novo received a cash sign-on bonus of $1,000,000 that was paid on December 31, 2019.

(2) Mr. Wulfsohn left the Company on December 31, 2019 and was not eligible for the merit review process. Mr. Chong joined the Company on January 1, 2020, therefore, he was not eligible for a merit increase in April 2020. Mr. Consiglio left the Company on January 31, 2020 and was not eligible for the merit review process.

Annual and Long-Term Incentive Target Opportunities

Each year, the Compensation Committee reviews the annual and long-term target incentive opportunities to ensure alignment with our compensation philosophy and competitive practice. Annual and long-term target incentive opportunities remained the same for all NEO’s for fiscal 2020 except for Dr. Musa. Dr. Musa’s target long-term incentives were increased to align better with market competitive practice.

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NEO	FY2019 Target Annual Incentive (% of Base Salary)		FY2020 Target Annual Incentive (% of Base Salary)		Target Annual Incentive Change (%)		FY2019 Target LTI (% of Base Salary)		FY2020 Target LTI (% of Base Salary)		Target LTI Increase (%)
Guillermo Novo		N/A		120		N/A		N/A		400		N/A
William A. Wulfsohn		120		120		0		400		400		0
J. Kevin Willis		90		90		0		225		225		0
Peter J. Ganz		75		75		0		150		150		0
Min S. Chong		N/A		55		N/A		N/A		85		N/A
Osama M. Musa		75		75		0		85		150		65
Anne T. Schumann		75		75		0		150		150		0
Vito J. Consiglio		75		75		N/A		150		150		0

FISCAL YEAR 2020 INCENTIVE PLAN DESIGNS AND PERFORMANCE-RELATED PAYOUTS

Annual and Long-Term Incentive Metrics and Goals

Based on a review of the annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, the Compensation Committee annually approves the financial performance metrics that will be used to measure performance in our annual and long-term incentive arrangements as well as the relative weighting that will be assigned to each metric.

The Compensation Committee then approves threshold, target and maximum performance levels for each performance metric. The Compensation Committee seeks to establish corporate performance goals that are challenging yet attainable. For our fiscal 2020 Annual Incentive Plan (the “Annual Incentive Plan”) and Long-Term Incentive Performance Plan (“LTIPP”), the Compensation Committee approved the following performance metrics in November 2019 for the reasons noted below:

	Performance Metric	Reason for Selection
	Adjusted Earnings Before Interest Depreciation and Amortization (“EBITDA”) (1)	An indicator of Ashland’s •   Profitability •   Ability to optimize cash flow and stockholder value
	Free Cash Flow (“FCF”) (1)	•   An important indicator of Ashland’s ability to optimize cash flow and value
	Total Preventable Recordable Rate (“TPRR”)	•   Reflects the importance of safety matters within Ashland
	Return on Net Assets (“RONA”) (1)	•   Committed to include a return metric
	Relative Total Shareholder Return (“TSR”)	•   Measures performance against our Performance Peer Group and stockholder value creation. This was converted from a modifier to a standalone metric.

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(1) Adjusted EBITDA and FCF, in each case, as used for purposes of our Annual Incentive Plan, and RONA, as used for purposes of our LTIPP, are non-GAAP measures. Other than RONA, a reconciliation of these measures to results in accordance with GAAP can be found in Appendix A. RONA will be reconciled when the long-term incentive performance plan is scored.

Adjustments to Reported Financial Results

The Compensation Committee reviews our financial performance following the end of the fiscal year and determines the financial performance score. The Compensation Committee retains the authority to adjust our reported financial results for items causing significant differences from assumptions contained in our annual operating plan. This year’s adjustments include goodwill impairment, restructuring and severance costs for significant business model redesign events, inventory control measures, certain environmental reserve adjustments, unrealized gain on securities, accelerated amortization of debt issuance costs, debt financing costs, uncertain tax positions, other tax reform related activities and foreign exchange variance outside a 5% corridor. The Compensation Committee has adopted a set of guidelines to help it evaluate potential adjustments. Adjustments 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 annual operating plan, avoid artificial inflation or deflation of awards due to unusual or non-recurring items in the applicable period and emphasize long-term and sustainable growth.

Fiscal Year 2020 Annual Incentive Plan

Fiscal Year 2020 Annual Incentive Plan Design

For fiscal 2020, the NEOs, including the CEO, participated in the Annual Incentive Plan, which is designed to reward executives for the achievement of EBITDA growth and for delivering value through FCF, with an additional safety modifier based on the TPRR for overall employee safety performance. The Company removed the cost savings modifier for the senior leadership’s incentive due to achievement of the cost savings goals. The fiscal 2020 goals for each metric were established as indicated below:

Performance Levels	Adjusted EBITDA ($, millions)		FCF ($, millions)		Payout Curve (%)
Threshold		486.4		172.9		50
Target		561.2		230.5		100
Maximum		658.0		276.6		200

TPRR, the rate of injuries per 100 employees in a work year, is used as a safety modifier that may modify the total percentage of the annual incentive target amount earned by adding or deducting up to 10 percentage points based on Ashland’s TPRR performance. The safety modifier may not increase the incentive paid above 200% of target. For fiscal 2020, we set our TPRR targets so as to require improved safety relative to our fiscal 2019 targets, as we continue to emphasize focus on Zero Incident Culture within Ashland.

TPRR Goals
Target 14% Improvement over Three-Year                       Rolling Avg.	Neutral No Adjustment	Unacceptable 20% Increase over Three-Year Rolling Avg.
.92 or less	.93—1.27	1.28 or greater

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Fiscal Year 2020 Annual Incentive Performance

The table below shows the adjusted fiscal 2020 performance compared to the pre-established financial performance targets:

Metric	Weighting (%)		Target ($, millions)		Adjusted Performance ($, millions)		Payout (% of Target)		Combined Weighted Payout (% of Target)		Combined Weighted Payout with Safety Modifier (%)
Adjusted EBITDA (1)		80		561.2		528		77.5		77.6		87.6
FCF (2)		20		205		203.0		77.9

(1) See Appendix A for a reconciliation of Adjusted EBITDA to Net Income (Loss).

(2) See Appendix A for a reconciliation of FCF to cash flows provided by operating activities from continuing operations.

The fiscal 2020 TPRR was .70 resulting in a +10% adjustment to the target bonus opportunity.

Fiscal Year 2020 Annual Incentive Payout

Based on the performance outlined above, the Compensation Committee approved the following annual incentive awards for the NEOs:

NEO	Annual Incentive Target Amount ($)		Percent of Annual Incentive Target Earned (%)		Safety Modifier Percentage Points Earned		Percent of Annual Incentive Target Earned (%)		FY2020 Annual Incentive Award Value ($)
Guillermo Novo (1)		1,260,000		77.6		10 pts		87.6		1,103,508
William A. Wulfsohn (2)		1,426,800		77.6		10 pts		87.6		314,105
J. Kevin Willis		538,335		77.6		10 pts		87.6		471,474
Peter J. Ganz		421,163		77.6		10 pts		87.6		368,855
Min S. Chong (3)		213,400		77.6		10 pts		87.6		139,917
Osama M. Musa		370,947		77.6		10 pts		87.6		324,876
Anne T. Schumann (4)		363,075		77.6		10 pts		87.6		264,985
Vito J. Consiglio (5)		389,108		77.6		10 pts		87.6		114,525

(1) Mr. Novo started with the Company December 31, 2019 and he is eligible for twelve months incentive payout as approved by the Compensation Committee.

(2) Mr. Wulfsohn left the Company on December 31, 2019 and he is eligible for three months incentive payout.

(3) Mr. Chong started with the Company on January 1, 2020 and he is eligible for nine months incentive payout.

(4) Ms. Schumann left the Company on July 31, 2020 and she is eligible for ten months incentive payout.

(5) Mr. Consiglio left the Company on January 31, 2020 and he is eligible for four months incentive payout.

Long-Term Incentive Plan

LTI Plan Design

Our Long-Term Incentive Plan (“LTI”) for our NEOs is composed of 50% in the form of PUs, 25% in the form of SARs, and 25% in the form of RSUs. We grant executives a mix of types of equity awards

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to provide an effective balance between performance and retention. This design aligns the executives’ interests and long-term strategies with the interests of stockholders. LTI targets are expressed as a percentage of base salary and, in the case of PUs and RSUs, are converted to a number of shares using the average of closing prices of Ashland Common Stock for the 20 business days ended September 30 of the applicable fiscal year. The number of SARs granted is determined as described below.

PUs—Long-Term Incentive Performance Plan

In fiscal 2020, our LTIPP was designed to reward executives for achieving long-term performance that meets or exceeds adjusted RONA and relative TSR performance.

PUs vest at the end of the three-year performance period and the NEOs will earn a number of shares based upon achievement of the performance metrics at the end of the performance period. Upon vesting, PUs convert into shares of Ashland Common Stock on a one-for-one basis. Grants under the LTIPP are not adjusted for, nor entitled to receive, cash dividends during the performance period.

SARs

SARs are considered “at risk” since they have no value unless our stock price appreciates during the term of the SAR. SARs expire on the tenth anniversary from the date of grant and vest over a three-year period as follows—50% vest on the first anniversary of the grant date and 25% vest on each of the second and third anniversaries of the grant date. No dividends are payable on SARs. The number of SARs granted is based on the Black-Scholes value calculated using the 20-day average closing price of Ashland Common Stock prior to fiscal year end. At the time of exercise, the holder will be entitled to receive shares of Ashland Common Stock for each share subject to a SAR with a fair market value equal to the excess of the fair market value per share of Ashland Common Stock at the time of exercise over the price per share of Ashland Common Stock at the time of grant.

RSUs

RSUs provide strong retentive value, while still providing alignment with stockholder value creation. Our annual RSU grants generally vest in equal installments on each anniversary of the date of grant over a three-year period. Dividend equivalents are accrued on outstanding RSUs at the same time and at the same rate as dividends are paid to stockholders. Dividend equivalents on RSUs are only payable if the underlying RSU vests. At the time of vesting, one share of Ashland Common Stock is issued for each RSU and any accrued dividend equivalents are paid as additional shares of Ashland Common Stock.

Fiscal Year 2020-2022 LTIPP Design

In November 2019, the Compensation Committee reviewed and approved the performance metrics and target performance levels for the fiscal 2020-2022 LTIPP.

PUs for the fiscal 2020-2022 LTIPP will be measured by: Return on Net Assets (“RONA”) and Relative Total Shareholder Return (“RTSR”). RONA is defined as Net Operating Profit After Tax divided by (Current Assets – Cash – (Current Liabilities – Short Term Debt) + PP&E).

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Forty percent of the performance units will be earned based on a three-year average RONA metric. Awards between the levels below will be pro-rated.

Performance Level	3 Year Average RONA	Payout % of Target
Threshold	11.2%	50%
Target	13.7%	100%
Maximum	16.2%	200%

Sixty percent of the performance units will be earned based on Ashland TSR performance versus the S&P400. Awards between the levels below will be pro-rated.

TSR Performance Relative to S&P400	Award Earned % of Target
75th percentile or above	200%
Between median and 75th percentile	100%
Between 25th percentile and median	50%
Below 25th percentile	0%

Fiscal Year 2018-2020 LTIPP Performance Results and Payment

PUs for the fiscal 2018–2020 LTIPP were earned based on adjusted EPS performance compared against goals established at the beginning of the three-year performance cycle and modified by TSR performance over such period.

Adjusted EPS was measured for each of the three years and on a cumulative three-year basis. Adjusted EPS performance for FY2018, FY2019, FY2020 was equally weighted at 25% for each of these periods. The adjusted EPS goals are set forth in the table below.

Performance Level	Adjusted EPS Achieved (CAGR)	Award Earned (as a % of Target)
Threshold	5.0%	25
	10.0%	50
Target	15.0%	100
	20.0%	150
Maximum	25.0%	200

The total award earned based on the four adjusted EPS measurements was then modified based on Ashland’s three-year relative TSR performance compared against the S&P 500 as set forth below.

TSR Performance Relative to the S&P 500	Adjustment to Earned Award
At or Below 25th Percentile	Decreased by 25%
In between 25th and 75th Percentile	No Adjustment
At or Above 75th Percentile	Increased by 25%

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The fiscal 2018-2020 LTIPP payout of 56.8% of target was approved by the Compensation Committee in November 2020 for the performance period of October 1, 2018 to September 30, 2020. Ashland’s relative TSR performance of 46^th percentile for the three-year performance cycle resulted in no adjustment to final payout.

Performance		Adjusted EPS for Incentive Compensation					Payouts
Levels	Growth    Goals	Base	2018	2019	2020	Cumulative	% of    Target
Threshold	5.0%	$2.70	$2.84	$2.98	$3.13	$8.95	25.0%
	10.0%	$2.70	$2.97	$3.27	$3.59	$9.83	50.0%
Target	15.0%	$2.70	$3.11	$3.57	$4.11	$10.79	100.0%
	20.0%	$2.70	$3.24	$3.89	$4.67	$11.80	150.0%
Maximum	25.0%	$2.70	$3.38	$4.22	$5.27	$12.87	200.0%
Adjusted EPS (1)			$3.58	$2.55	$2.89	$9.02
Resulting Annual Payout			200%	0%	0%	27%
3 Year Payout							56.8%

	TSR Score	Payout
TSR Modifier	46 percentile	0.0%

(1) See Appendix A for a reconciliation of adjusted EPS to diluted EPS from continuing operations.

The NEOs earned the following for the fiscal 2018-2020 performance period, resulting in the payouts set forth below:

NEO	Number of LTIPP Units Granted		LTIPP Award as a % of Target		Number of Units Earned (#)		Payout Amount ($) (1)
Guillermo Novo		N/A		N/A		N/A		N/A
William A. Wulfsohn		28,013		56.8		15,911		1,263,334
J. Kevin Willis		10,300		56.8		5,850		464,490
Peter J. Ganz		6,400		56.8		3,635		288,619
Min S. Chong		N/A		N/A		N/A		N/A
Osama M. Musa		3,150		56.8		1,789		142,047
Anne T. Schumann		3,025		56.8		1,770		140,538
Vito J. Consiglio		1,478		56.8		840		66,696

(1) Based on the Ashland Common Stock price on November 18, 2020 of $79.40, the day the PUs vested.

Equity Awards Granted in Fiscal Year 2020

Fiscal Year 2020 Equity Grant

We typically grant annual equity awards during the first quarter of each fiscal year. The equity grant date is never selected or changed to increase the value of equity awards for executives.

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The Compensation Committee approved the annual grants shown in the table below in the first quarter of fiscal 2020.

NEO	Target FY2020 Equity Award (as a % of Base Salary)		Target FY2020 Equity Award ($)		Target FY2020 - 2022 PU Award ($)		Target FY2020 - 2022 PU Award (#)		SAR Award ($)		SAR Award (#)		RSU Award ($)		RSU Award (#)
Guillermo Novo (1)		400		4,200,000		2,100,000		27,358		1,005,000		70,047		1,050,000		13,679
William A. Wulfsohn (2)		N/A		N/A		N/A		N/A		N/A		N/A		N/A		N/A
J. Kevin Willis		225		1,345,800		672,900		8,850		336,450		22,100		336,450		4,450
Peter J. Ganz		150		842,300		421,150		5,550		210,575		13,850		210,575		2,800
Min S. Chong (3)		85		285,646		142,823		1,869		71,412		4,785		71,412		934
Osama M. Musa		150		741,900		370,950		4,900		185,475		12,200		185,475		2,450
Anne T. Schumann		150		726,200		363,100		4,800		181,550		11,950		181,550		2,400
Vito J. Consiglio		150		778,200		389,100		5,150		194,550		12,800		194,550		2,600

(1) In addition to the annual grants mentioned above, Mr. Novo received two sign-on grants: (i) $2 million grant of time-vested RSUs of 26,326 that will vest in equal installments on December 15, 2020, December 15, 2021 and December 15, 2022 and (ii) a $2 million grant of performance-based RSUs of 26,326 with a three-year performance period from January 1, 2020 through December 15, 2022 that will vest 100% on December 15, 2022. The performance-based metric used will be relative TSR compared to the S&P 400.

(2) Due to Mr. Wulfsohn’s retirement date of December 31, 2019, he did not receive an annual grant.

(3) Mr. Chong also received two sign-on grants: (i) $500,000 grant of time-vested RSUs of 6,514 vesting 100% on January 2, 2024 and (ii) $200,000 grant of time-vested RSUs of 2,606 vesting 100% on January 2, 2023. Mr. Chong’s annual grant was pro-rated from his start date of January 1, 2020.

FISCAL YEAR 2021 COMPENSATION DECISIONS

The Compensation Committee approved EBITDA and EBITDA margin as the metrics for the annual incentive program for fiscal 2021. Additionally, the mix of the long-term incentive program has been modified to eliminate the use of SARs and provide annual grants to NEOs in the form of 60% PUs and 40% RSUs.

CEO TRANSITION

On October 8, 2019, Ashland announced that the Board elected Guillermo Novo to serve as the Company’s Chief Executive Officer, effective December 31, 2019. Mr. Novo was also elected Chairman of the Board, effective December 31, 2019. Mr. Novo succeeded Mr. Wulfsohn who stepped down as Chairman and Chief Executive Officer effective December 31, 2019.

Offer Letter with Mr. Novo

Mr. Novo entered into an offer letter with Ashland, dated October 8, 2019 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Novo receives an annual base salary of $1,050,000, an annual target incentive opportunity pursuant to Ashland’s incentive compensation plan equal to 120% of base salary (with a maximum amount equal to 200% of base salary) and annual grants pursuant to Ashland’s LTI with a target value equal to 400% of base salary, subject to the discretion of the Compensation Committee in each year, with such initial annual long-term incentive award to be granted in January 2020 and allocated as 50% PUs, 25% SARS and 25% RSUs. The Offer Letter also provides that Mr. Novo is eligible for certain other benefits, including relocation benefits, financial planning assistance, an annual executive physical exam and other benefits provided to Ashland’s senior executives.

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In addition, promptly following the commencement of Mr. Novo’s employment with Ashland, Mr. Novo received (1) a sign-on cash award of $1 million and (2) a sign-on equity award consisting of (a) RSUs which vest in equal installments on each of December 15, 2020, 2021 and 2022, with a value equal to $2 million as of the date of the Offer Letter and (b) performance-based RSUs with a performance period ending on December 15, 2022 and a target value equal to $2 million as of the date of the Offer Letter.

Mr. Novo is entitled to severance payments and benefits pursuant to the Ashland Severance Pay Plan upon a termination without “cause” (as defined in the Offer Letter). For a description of the Severance Pay Plan, see the section entitled “Potential Payments Upon Termination or Change in Control – Severance Pay Plan.”

In addition, upon a termination “without cause” or a resignation for “good reason” (as defined in the Offer Letter) at any time prior to December 31, 2022, Mr. Novo is entitled to the payments and benefits provided under the Severance Pay Plan as in effect on the date of the Offer Letter, as well as (1) a pro-rata annual incentive compensation payment for the year of termination based on actual performance and (2) COBRA continuation coverage at Ashland’s cost for a minimum of 20 weeks. Upon a termination of employment by Ashland for any reason other than for “cause,” or upon Mr. Novo’s resignation for “good reason” or “retirement” (as defined in the Offer Letter), in each case, prior to December 31, 2022, Mr. Novo will additionally be entitled to pro-rata vesting of any outstanding equity-based awards, with performance-based awards settled after the end of the applicable performance period based on actual performance.

Mr. Novo also entered into a change in control agreement. For a description of the benefits under the change in control agreement, see the section entitled “Potential Payments Upon Termination or Change in Control – Executive Change in Control Agreements.”

Letter Agreement with Mr. Wulfsohn

Ashland and Mr. Wulfsohn entered into a letter agreement, dated October 8, 2019 (the “Wulfsohn Letter Agreement”), under which Mr. Wulfsohn continued to serve as Chief Executive Officer and Chairman of the Board until December 31, 2019 in accordance with his current terms and conditions of employment. Mr. Wulfsohn will not receive any additional equity-based awards after the date of the Wulfsohn Letter Agreement. Pursuant to the Wulfsohn Letter Agreement, as of December 31, 2019, Mr. Wulfsohn entered into a Separation Agreement and General Release pursuant to which Mr. Wulfsohn receives (1) a lump-sum severance payment equal to two years of base salary, in accordance with the terms of the Severance Pay Plan, (2) 20 weeks of continued coverage under Ashland’s medical and dental plans at no cost, (3) a pro-rata short term incentive payment for fiscal 2020, based on actual performance and paid at the time short-term incentive payments are generally made, (4) a pro-rata payment with respect to outstanding PUs, based on actual performance and payable in accordance with the terms of such awards, (5) pro-rata accelerated vesting of outstanding RSUs and SARs and (6) certain other benefits, including outplacement and financial planning expense reimbursements.

Under the terms of the Separation Agreement and General Release, Mr. Wulfsohn provided a general release of claims and agreed to non-competition and non-solicitation of customers and employees restrictions for the two-year post-termination period. The Separation Agreement and General Release also contains customary restrictive covenants related to confidential information, company property, and non-disparagement.

GENERAL COUNSEL TRANSITION

On May 22, 2020, Ashland announced that the Board appointed Yvonne Winkler von Mohrenfels to serve as General Counsel and Secretary effective January 1, 2021. Ms. Winkler von Mohrenfels is succeeding Peter J. Ganz, who will retire from Ashland effective December 31, 2020.

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Letter Agreement with Mr. Ganz

Ashland and Mr. Ganz entered into a letter agreement, dated May 19, 2020 (the “Ganz Letter Agreement”). Under the Ganz Letter Agreement, Mr. Ganz will continue to serve in his current capacity until December 31, 2020 in accordance with his current terms and conditions of employment. Pursuant to the Ganz Letter Agreement, upon his retirement, Mr. Ganz will be offered a Severance Agreement and General Release pursuant to which Mr. Ganz will be entitled to receive (1) a lump sum severance payment equal to 78 weeks of base salary, in accordance with the terms of Ashland’s Severance Pay Plan, (2) 27 weeks of continued coverage under Ashland’s medical and dental plans at no cost, in accordance with the terms of Ashland’s Severance Pay Plan, (3) a pro-rata short term incentive payment for fiscal 2021, based on actual performance and paid at the time short term incentive payments are generally made, (4) pro-rata vesting with respect to outstanding PUs, based on actual performance and payable in accordance with the terms of such awards, (5) pro-rata accelerated vesting of outstanding RSUs and SARs and (6) certain other benefits, including outplacement and financial planning expense reimbursements.

Under the terms of the Severance Agreement and General Release, Mr. Ganz will provide a general release of claims and agree to non-competition restrictions for an 18-month post-termination period. The Severance Agreement and General Release will also contain customary restrictive covenants related to confidential information, company property, and non-disparagement.

Consulting Agreement

In addition, Ashland and Mr. Ganz entered into a separate, two-year consulting agreement, dated May 19, 2020 (the “Consulting Agreement”) and effective as of January 1, 2021, pursuant to which Mr. Ganz will advise Ashland on certain matters with which he is familiar as a result of his employment. Pursuant to the Consulting Agreement, Mr. Ganz will receive a $1,000,000 grant of RSUs, which will vest in two equal tranches during the two-year consulting period.

CHIEF HUMAN RESOURCES OFFICER TRANSITION

Effective July 31, 2020, Anne T. Schumann stepped down as Senior Vice President, Chief Human Resources and Information Technology Officer of Ashland.

Ms. Schumann entered into a Separation Agreement and General Release pursuant to which Ms. Schumann received (1) a lump sum severance payment equal to 78 weeks of base salary, in accordance with the terms of Ashland’s Severance Pay Plan, (2) 52 weeks of continued coverage under Ashland’s medical and dental plans at no cost, in accordance with the terms of Ashland’s Severance Pay Plan, (3) a knowledge transfer bonus of $100,000 for assistance with transition of workload prior to departing; (4) a pro-rata short term incentive payment for fiscal 2020, based on actual performance and paid at the time short term incentive payments are generally made, (5) pro-rata vesting with respect to outstanding PUs, based on actual performance and payable in accordance with the terms of such awards, (6) pro-rata accelerated vesting of outstanding RSUs and SARs and (7) certain other benefits, including outplacement and financial planning expense reimbursements.

Under the terms of the Separation Agreement and General Release, Ms. Schumann signed a general release of claims and agreed to non-competition and non-solicitation of customers and employees restrictions for an 18-month post-termination period. The Separation Agreement and General Release also contains customary restrictive covenants related to confidential information, company property, and non-disparagement.

CHIEF COMMERCIAL OFFICER TRANSITION

Effective January 31, 2020, Vito J. Consiglio left the Company due to the elimination of the Chief Commercial Officer position.

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Mr. Consiglio entered into a Separation Agreement and General Release pursuant to which Mr. Consiglio received (1) a lump sum severance payment equal to 78 weeks of base salary, in accordance with the terms of Ashland’s Severance Pay Plan, (2) 20 weeks of continued coverage under Ashland’s medical and dental plans at no cost, in accordance with the terms of Ashland’s Severance Pay Plan, (3) a pro-rata short term incentive payment for fiscal 2020, based on actual performance and paid at the time short term incentive payments are generally made, (4) pro-rata vesting with respect to outstanding PUs, based on actual performance and payable in accordance with the terms of such awards, (5) pro-rata accelerated vesting of outstanding RSUs and SARS and (6) certain other benefits, including outplacement and financial planning expense reimbursements.

Under the terms of the Separation Agreement and General Release, Mr. Consiglio signed a general release of claims and agreed to non-competition and non-solicitation of customers and employees restrictions for an 18-month post-termination period. The Separation Agreement and General Release also contains customary restrictive covenants related to confidential information, company property, and non-disparagement.

CORPORATE GOVERNANCE

Maintaining Best Practices Regarding Executive Compensation

Our Compensation Committee intends to compensate our NEOs consistent with the objectives and design principles previously outlined. We have adopted the following compensation practices, which are intended to promote strong corporate governance and alignment with stockholder interests:

Compensation Committee Practices

Independence of Committee Members	The Compensation Committee members satisfy the NYSE independence standards, are “non-employee directors” under SEC rules and satisfy the requirements of an “outside director” for purposes of the Internal Revenue Code of 1986, as amended (the “Code”).
Independent Compensation Consultant	The Compensation Committee retains and annually reviews the independence of its compensation consultant.
Annual Risk Assessment	The Compensation Committee conducts an annual risk assessment of our executives, management, and sales incentive compensation plans and designs plans and programs so they are aligned with our compensation philosophy and do not encourage excessive risk taking.
Compensation at Risk	We grant a high percentage of at-risk compensation. We believe this is essential to creating a pay-for-performance culture.
Stock Ownership Guidelines	In fiscal 2020, the Compensation Committee revised the stock ownership guidelines to eliminate the fixed share amount. The guidelines now require executive officers to maintain an amount of equity equal to a multiple of base salary: (i) five times base salary for the CEO and (ii) three times base salary for the CEO’s direct reports. The executive officer must achieve compliance with the guidelines by the fifth anniversary of the executive officer’s appointment. All executive officers are in compliance with the guidelines.

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Clawback Policy	We have the right to seek recoupment of all or part of annual cash incentives or PUs if there is a restatement of our financial statements for any such year which results from fraud or intentional misconduct committed by an award holder.
Anti-Hedging and Pledging Policy	We prohibit our executive officers from hedging or pledging Ashland securities.
“Double triggers” in Change in Control Agreements and Salary Continuation Plan	The NEOs and other executive officers do not receive change in control cash severance unless their employment is terminated without cause (or by the executive for good reason) within a specified period following a change in control.
No Tax Gross-Ups on Change in Control Benefits	The NEOs and other executive officers are not entitled to tax gross ups in the event that their change in control benefits are subject to the “golden parachute” excise tax under the Code.
Equity Incentive Compensation Plan Best Practices	Our Ashland Global Holdings Inc. 2018 Omnibus Incentive Compensation Plan includes many best practices, such as minimum vesting periods and absence of single-trigger vesting.

Consideration of Fiscal Year 2020 Advisory Vote on Executive Compensation

The Compensation Committee regularly reviews the philosophy, objectives and elements of our executive compensation programs in relation to our short- and long-term business objectives. In undertaking this review, the Compensation Committee considers the views of stockholders as reflected in their annual advisory vote on our executive compensation proposal. At our 2020 Annual Meeting, stockholders approved our executive compensation proposal by an overwhelming majority (approximately 97%). Based on the Compensation Committee’s review and the support of our executive compensation programs received from stockholders, the Compensation Committee maintained the core elements of our executive compensation programs in fiscal 2020.

Decision Making Process and Role of Executive Officers

The Compensation Committee is responsible for the approval and administration of compensation programs for executive officers and certain other employees of Ashland. The Compensation Committee frequently reviews Ashland’s compensation practices, and its decisions take into consideration, among other things, Ashland’s compensation philosophy, its financial and operating performance, individual performance, practices and compensation levels of peer companies and the voting guidelines of certain proxy advisory firms and stockholders. In making compensation decisions, the Compensation Committee uses several resources and tools, including competitive market information, and reviews accumulated and potential equity holdings.

When making individual recommendations to the Compensation Committee for NEOs other than himself with respect to base salary, annual incentive and long-term compensation, the CEO considers the relative importance of the executive’s position within the organization, individual tenure and experience, individual performance and the contributions to Ashland’s financial and operating results.

Management also plays an important role in the process of setting compensation for executives other than the CEO. The CEO, and in certain instances other executives, in consultation with the Compensation Committee’s independent compensation consultant and human resources, develops compensation recommendations for the Compensation Committee’s consideration.

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Role of the Compensation Committee and Independent Adviser

The Compensation Committee has the authority to obtain advice and assistance from advisors and to determine their fees and terms of engagement. In fiscal 2020, the Compensation Committee directly engaged Deloitte Consulting LLP (“Deloitte” or the “compensation consultant”) to serve as the outside advisor on executive compensation matters and to review Ashland’s executive compensation program through July 2020. Deloitte’s aggregate fees for executive and director compensation services in fiscal 2020 were $308,183. In May 2020, the Compensation Committee directed Ashland to identify other potential compensation consultants. After a thorough review by the Compensation Committee, they elected to engage Meridian Consulting Partners (“Meridian”) as of July 2020 to take over the role of compensation consultant. Meridian is independent under the Dodd-Frank Wall Street Reform and Consumer Protection Act and does not provide any other non-executive compensation related work for Ashland.

In addition to the compensation services provided by Deloitte to the Compensation Committee, Deloitte affiliates provided certain services to Ashland at the request of management consisting of (i) tax services and other tax-related services, (ii) auditing services, (iii) reporting assessments and (iv) assistance in preparation of executive compensation tables for Ashland’s fiscal 2019 proxy tables. Ashland paid $8.2 million to Deloitte affiliates in fiscal 2020 for these other services. The Compensation Committee believes that, given the nature and scope of these projects, these additional services provided by Deloitte affiliates do not raise a conflict of interest and do not impair Deloitte’s ability to provide independent advice to the Compensation Committee concerning executive compensation matters. During fiscal 2020, Meridian has not performed any other services to Ashland outside of compensation consultant services.

OTHER COMPENSATION AND TAX MATTERS

Equity Treatment Post-Separation of Valvoline

As discussed in Ashland’s proxy statement for fiscal 2017, on May 12, 2017 (the “Distribution Date”), Ashland distributed to its stockholders 170,000,000 shares of common stock of Valvoline (“Valvoline Common Stock”) as a pro rata dividend (the “Final Distribution”). In connection with the Final Distribution and pursuant to the terms of the applicable equity compensation plans, equity awards held by Ashland’s officers, directors and employees that were outstanding on the Distribution Date were adjusted using an equity adjustment ratio. A similar adjustment was made to the strike price of outstanding SARs. For more information about the equity treatment, see Ashland’s proxy statements filed December 6, 2017 and January 2, 2019. All other terms and conditions of the grants remained the same unless otherwise noted.

Retirement Benefits

The combination of tax-qualified and non-qualified retirement plans is designed to assist the NEOs in building savings for retirement over the term of their employment.

The Company’s Employee Savings Plan is a tax-qualified vehicle to provide retirement benefits to the NEOs and their families. The benefits in this plan are available to most U.S.-based employees. The benefits are funded through trusts and are separate from the assets of Ashland and by law are protected from Ashland’s creditors.

The benefits that may be provided under the tax-qualified plan are limited by the Code. This plan, standing alone, does not provide sufficient retirement income to the NEOs when compared to their pay as an active employee. To make up for this gap in potential replacement income in retirement, Ashland offers the NEOs non-qualified retirement plans that complement each other and the tax-qualified plans.

The Employee Savings Plan contributions are also limited by law, which means their potential Ashland matching contributions are also limited. Therefore, Ashland has an unfunded,

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non-qualified defined contribution plan that provides a contribution equivalent to a base contribution of 4% and a Company match of 4% on annual incentive compensation paid and eligible earnings in excess of limits established under Code Section 401(a)(17) not permitted in the Employee Savings Plan.

Ashland also has employee deferral plans that allow the NEOs to annually make a separate deferral election so that the NEOs and other senior leaders can save amounts from their own pay in addition to amounts they are allowed to save in the savings plans.

In addition, certain NEOs have accumulated benefits under certain qualified and non-qualified pension plans previously sponsored by Ashland but that have been transferred to Valvoline.

For a description of these plans, see the narratives to the “Non-Qualified Deferred Compensation” and “Pension Benefits” tables in this Proxy Statement.

Executive Perquisites

Ashland provides the NEOs and other selected executives with financial planning services (including tax preparation). All the NEOs participated in the financial planning program in fiscal 2020, other than Mr. Novo. All NEOs are additionally eligible for a reimbursement of up to $5,000 a year for services performed relating to an executive physical; however, none of the NEOs participated in this program in fiscal 2020. In addition, Ashland pays life insurance premiums on behalf of the NEOs and provides certain charitable matching donations pursuant to various Company programs, in each case, on the same terms as such premiums are paid and contributions are made with respect to Ashland employees generally.

The Compensation Committee reviews the perquisites provided to executive officers as part of its overall review of executive compensation. The Compensation Committee has determined the perquisites serve a useful business purpose, as such expenditures allow the executives to be more effective in their duties and the types and amounts are well within the appropriate range of market practices. In November 2019, the Compensation Committee reduced the financial planning allowance to align with current market practice.

A detailed description of the cost of these perquisites is included in the “Summary Compensation Table” section of this Proxy Statement.

Severance Pay Plan and Salary Continuation Plan

The NEOs are covered by the Severance Pay Plan that provides benefits in the event of a covered termination in the absence of a change in control. A covered termination is the direct result of the permanent closing of a facility, job discontinuance or other termination action of Ashland’s initiative as determined by Ashland including following a change in control. The plan excludes certain terminations such as a termination for cause and voluntary resignation.

In May 2018, the Compensation Committee approved an enhanced severance program (the “Enhanced Severance Program”) effective through December 2019, in connection with the restructuring and cost cutting programs. As part of the Enhanced Severance Program, all employees were entitled to receive a minimum cash severance payment based on band, three weeks of pay for every year of service up to a maximum of 52 weeks, a minimum of 20 weeks of COBRA continuation at the exclusive cost of Ashland, and pro-rata accelerated vesting of all RSUs and SARs, as well as pro-rata payment of PUs and annual cash incentives at the regular time of payment under the programs. In November 2019, the Enhanced Severance Program was extended through December 2020 due to the delayed closing of the sale of the Composites business and the Marl facility. Messrs. Wulfsohn and Consiglio as well as Ms. Schumann are entitled to the Enhanced Severance Program benefits to the extent they are more beneficial than the Severance Pay Plan.

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A detailed description of this plan is included in the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

Under the Salary Continuation Plan, in the event of a termination without cause or resignation for good reason within two years after a change in control for Ashland executives in specified employee bands without a change in control agreement, certain benefits will be paid as follows:

• 52 weeks of base salary plus target annual bonus, payable as a lump sum;

• COBRA continuation at the same monthly rates as active employees for the same duration as employee’s cash severance compensation (minimum of 12 weeks and maximum of 52 weeks); and

• Outplacement services for one year following termination.

In January 2020, certain senior leadership change in control benefits increased from 1x base pay to 2x base pay. This was done to align more with market practice.

Change in Control Agreements

Each of Messrs. Novo, Willis and Ganz has entered into a change in control agreement that sets forth the economic consequences and entitlements for a termination without cause or for good reason after a change in control. The primary purpose of these agreements is to align executive and stockholder interests by enabling the executives to assess possible corporate transactions without regard to the effect such transactions could have on their employment.

A detailed description of these agreements is included in the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement.

Tax and Accounting Implications of Compensation

Tax and accounting implications are considered, but they are not the only factors considered in developing our compensation program.

Prior to the enactment of the Tax Cuts and Jobs Act on December 22, 2017, Section 162(m) of the Code limited deductibility of certain compensation to $1 million per year for the Chief Executive Officer and the three other named executive officers (other than the Chief Financial Officer) who were the highest paid and employed at year end. If certain conditions were met, performance-based compensation may have been excluded from this limitation.

The Company’s annual and long-term incentive plans generally have been structured with the intent of enabling the Compensation Committee to grant compensation that constitutes performance-based compensation under Section 162(m) of the Code, if the Compensation Committee determined to do so. The Tax Cuts and Jobs Act includes a number of significant changes to Section 162(m), such as the repeal of the performance-based compensation exemption and the expansion of the individuals subject to the provision (for example, by including the Chief Financial Officer and certain former named executive officers). As a result of these changes, except as otherwise provided in the transition relief provisions of the Tax Cuts and Jobs Act, compensation paid to any of our named executive officers generally will not be deductible in the fiscal year starting October 1, 2018 or a later fiscal year, to the extent that it exceeds $1 million per year.

Generally, under GAAP, compensation is expensed as earned. Equity compensation is expensed in accordance with ASC Topic 718, which is generally over the vesting period.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the Compensation Discussion and Analysis appearing on pages 32 through 82 of this Proxy Statement and discussed it with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Ashland’s Annual Report on Form 10-K for fiscal 2020 and Ashland’s Proxy Statement for its 2021 Annual Meeting of Stockholders. This report is provided by the following independent directors who comprise the Compensation Committee:

COMPENSATION COMMITTEE

Brendan M. Cummins, Chair

Jerome A. Peribere

Craig A. Rogerson

Janice J. Teal

The Compensation Committee Report does not constitute soliciting material and shall not be deemed to be filed or incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Ashland specifically incorporates the Compensation Committee Report by reference.

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SUMMARY COMPENSATION TABLE

The following table is a summary of compensation information for the last three fiscal years, the most recent of which ended September 30, 2020, for Ashland’s Chief Executive Officer, Chief Financial Officer, each of the other three most highly compensated executive officers and certain other former executive officers in fiscal 2020.

Name and Principal Position (a)	Year (b)		Salary (1) ($) (c)		Bonus(2) ($) (d)	Stock Awards (3) ($) (e)		Option Awards (4) ($) (f)		Non-Equity Incentive Plan Compen- sation (5) ($) (g)		Change in Pension Value and Non- Qualified Deferred Compen- sation Earnings (6) ($) (h)		All Other Compen- sation (7) ($) (i)		Total ($) (j)
G. Novo		2020		813,242	1,000,000		7,605,078		1,111,646		1,103,508		-		36,881		11,670,355
Chairman of the Board and Chief Executive Officer
W. A. Wulfsohn		2020		443,588	-		-		-		314,105				3,159,533		3,917,226
Former, Chairman of the Board and Chief Executive Officer		2019		1,189,000	-		3,551,774		1,412,483		954,642		-		264,486		7,372,385
		2018		1,189,000	-		3,830,428		2,030,670		1,818,314		-		275,617		9,144,029
J. K. Willis		2020		609,652	-		1,095,808		357,799		471,474		105,950		105,980		2,746,663
Senior Vice President and Chief Financial Officer		2019		609,652	-		1,008,800		399,490		360,189		344,631		122,081		2,844,843
		2018		600,256	-		1,055,853		558,189		686,054		-		107,108		3,007,460
P. J. Ganz		2020		561,550	-		687,928		224,232		368,855		-		86,009		1,928,574
Senior Vice President, General Counsel and Secretary		2019		562,450	-		630,500		250,230		281,791		-		111,141		1,836,112
		2018		550,335	-		656,064		346,293		536,729		-		95,510		2,184,931
M. S. Chong		2020		280,554	200,000		929,956		75,938		139,917		-		40,895		1,667,260
Senior Vice President and GM, Performance Additives and Intermediates & Solvents
O. M. Musa		2020		504,106	-		605,640		197,518		324,876		-		76,667		1,708,807
Senior Vice President, Chief Technology Officer		2019		496,350	-		810,989		121,823		248,193		-		79,130		1,756,485
A.T. Schumann		2020		478,693	-		593,280		193,471		264,985		139,202		891,080		2,560,711
Former Senior Vice President, Chief Human Resources and Information Technology Officer		2019		478,579	-		529,620		209,623		243,181		301,201		84,401		1,846,605
V. J. Consiglio		2020		131,698	-		638,488		207,232		114,525		-		1,204,607		2,296,550
Former Senior Vice President, Chief Commercial Officer		2019		510,965	-		1,067,435		224,988		260,344		-		71,666		2,135,398

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(1) Messrs. Willis and Musa base salary amounts include Ashland’s repurchase of vacation days in accordance with Ashland’s vacation day sell option.

(2) Messrs. Novo and Chong received a cash sign-on bonus.

(3) The values in column (e) for fiscal 2020 represent the aggregate grant date fair value of fiscal 2020-2022 LTIPP and RSUs computed in accordance with FASB ASC Topic 718. The assumptions made when calculating the amounts for column (e) with respect to LTIPP and RSUs are found in Note P to the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “2020 Form 10-K”) and the grant date fair values can be found in the footnotes to the “Grants of Plan-Based Awards” table in this Proxy Statement. For LTIPP awards, the grant date fair value is based on target levels, which is the assumed probable outcome of performance conditions. The grant date fair values of the fiscal 2020-2022 LTIPP awards assuming the maximum level of performance are as follows: Mr. Novo, $4,631,749; Mr. Willis, $1,498,305; Mr. Ganz, $939,615; Mr. Chong, $316,422, Dr. Musa, $829,570, Ms. Schumann, $812,640 and Mr. Consiglio, $871,895. In addition, Mr. Novo was granted an additional performance award. The grant date fair value of this performance award assuming the maximum level of performance is $3,336,742.

(4) The values in column (f) for fiscal 2020 represent the aggregate grant date fair value of SARs computed in accordance with FASB ASC Topic 718. The assumptions made when calculating the amounts for column (f) are found in Note P to the Notes to Consolidated Financial Statements included in the 2020 Form 10-K and the grant date fair values can be found in the footnotes to the “Grants of Plan-Based Awards” table in this Proxy Statement.

(5) The values in column (g) for fiscal 2020 represent the amounts earned with respect to annual incentive awards under the 2020 Annual Incentive Plan.

(6) Ashland’s non-qualified deferred compensation arrangements do not provide above-market or preferential earnings; therefore, for fiscal 2020 the amounts in column (h) represent only the one-year change between September 30, 2019 and September 30, 2020 in the present value of accrued benefits under qualified and non-qualified defined benefit plans previously sponsored by Ashland but that have been transferred to Valvoline. Only Mr. Willis and Ms. Schumann participate in the defined benefit plans. These plans are more fully discussed in the narrative to the “Pension Benefits” table in this Proxy Statement.

The present values at September 30, 2019 and September 30, 2020 were calculated based on the earliest age that a participant could receive an unreduced benefit (see the discussion under the “Pension Benefits” table in this Proxy Statement regarding the earliest retirement age under the various plans). For Mr. Willis and Ms. Schumann, the change in pension value was $105,950 and $139,202, respectively.

(7) Amounts reported in column (i) for fiscal 2020 are composed of the following items:

	G. Novo ($)		W. A. Wulfsohn ($)		J. K. Willis ($)		P. J. Ganz ($)		M. S. Chong ($)		O. M. Musa ($)		A. T. Schumann ($)		V. J. Consiglio ($)
Employee Savings Plan Match (1)		33,746		9,283		22,800		21,767		19,878		22,841		22,752		13,894
Life Insurance Premiums (2)		3,135		625		4,108		2,322		592		1,796		2,866		804
Ashland Contribution to Non-Qualified Defined Contribution Plan (3)		-		149,091		54,267		45,067		-		36,690		35,437		39,584
Charitable Giving Match (4)		-		936		8,936		984		-		-		4,706		-
Other (5)		-		2,999,598		15,869		15,869		20,425		15,340		825,319		1,150,325
Total		36,881		3,159,533		105,980		86,009		40,895		76,667		891,080		1,204,607

(1) The amounts in this row represent the contributions by Ashland to the accounts of each of the named executive officers in the Ashland Employee Savings Plan.

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(2) The amounts in this row represent the value of life insurance imputed income on premiums paid on behalf of the named executive officers.

(3) The amounts in this row represent the contributions by Ashland to the account of the named executive officers pursuant to the Non-Qualified Defined Contribution Plan.

(4) The amounts in this row represent the matching charitable contributions by Ashland made pursuant to various Company programs which are generally available to all employees.

(5) For all NEOs, the amounts in this row represent the amount of aggregate incremental cost to Ashland with respect to any tax and financial planning services. Mr. Chong also received a relocation allowance of $20,000. Mr. Wulfoshn’s amount includes $605,658 for accelerated restricted stock units and $2,378,000 in cash severance. Ms. Schumann’s amount includes $139,336 for accelerated restricted stock units, $100,000 for knowledge transfer bonus and $570,000 in cash severance. Mr. Consiglio’s amount includes $246,469 for accelerated restricted stock units and $889,841 in cash severance. Except for Messrs. Wulfsohn, Chong, Consiglio and Ms. Schumann, none of these items exceeded the greater of $25,000 or 10% of total perquisites as a category for any named executive officer.

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GRANTS OF PLAN-BASED AWARDS

The following table sets forth certain information regarding the annual incentive awards, SARs, RSUs and PUs awarded during fiscal 2020 to each of the named executive officers.

			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)							All Other Stock Awards: Number of Shares of Stock		All Other Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Option
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)			Target (#)		Maximum (#)		or Units (#) (3)		Options (#) (4)		Awards ($/Sh)		Awards ($) (5)
(a)	(b)		(c)		(d)		(e)		(f)			(g)		(h)		(i)		(j)		(k)		(l)
G. Novo				630,000		1,260,000		2,520,000
		12/31/2019								13,163			26,326		39,489								2,224,494
		1/2/2020								13,679			27,358		54,716								2,315,855
		12/31/2019															26,326						2,014,729
		1/2/2020															13,679						1,050,000
		1/2/2020																	70,047		76.76		1,111,646
W. A. Wulfsohn				713,400		1,426,800		2,853,600
J. K. Willis				269,168		538,335		1,076,670
		11/13/2019								4,225			8,850		17,700								749,153
		11/13/2019															4,450						346,655
		11/13/2019																	22,100		77.90		357,799
P. J. Ganz				210,582		421,163		842,326
		11/13/2019								2,775			5,550		11,100								469,808
		11/13/2019															2,800						218,120
		11/13/2019																	13,850		77.90		224,232
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