Ashland Expands Board Following Cooperation Agreement with Ancora
Ashland Inc. recently announced the appointment of two new independent members to its board of directors and the formation of a Capital Allocation Advisory Committee as part of a cooperation agreement with stockholder Ancora Holdings Group LLC.
The agreement follows months of pressure from activist investor Ancora. In June, the firm disclosed a significant stake in Ashland and urged the company to explore a sale, arguing that its specialty chemicals businesses were undervalued by the public markets. Ancora also indicated it was prepared to nominate directors if discussions with the board did not lead to meaningful action. Ashland responded at the time that it welcomed constructive input from shareholders while remaining committed to its long-term growth strategy.
The board appointed Peter Thomas and Allen Spizzo as independent directors. Thomas is the former chair, chief executive officer, and president of Ferro Corp. Spizzo is the former vice president and chief financial officer of Hercules Incorporated and its affiliated entities. They will stand for election at Ashland's 2027 Annual Meeting of Stockholders. With the appointments, the board will temporarily expand to 11 members before returning to 10 members following the 2027 annual meeting.
"We are pleased to strengthen our Board by adding Peter and Allen, both of whom possess deep executive leadership and operational experience in the specialty chemicals industry," said Guillermo Novo, chair and chief executive officer of Ashland.
Susan L. Main, lead independent director of the Ashland Board, said the new Capital Allocation Advisory Committee reflects the company's continued focus on corporate governance and shareholder value. Chaired by Scott Tozier, the committee will evaluate Ashland's capital allocation strategy and planning.
Fred DiSanto, chair and chief executive officer of Ancora, and Jim Chadwick, president of Ancora Alternatives LLC, said the appointments and creation of the new committee demonstrate a shared focus on enhancing shareholder value and provide confidence in Ashland's future direction.
According to Ashland, the Capital Allocation Advisory Committee will make recommendations to the board regarding the company's capital allocation approach and strategic planning. In addition to Tozier, the committee will include Bertrand Loy, Susan L. Main, Peter Thomas, and Allen Spizzo. Guillermo Novo will serve as a non-voting member.
Under the terms of the agreement, Ancora has agreed to customary standstill, voting, and other provisions. A copy of the agreement will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
Learn more about Ashland at ashland.com.
Looking for a reprint of this article?
From high-res PDFs to custom plaques, order your copy today!
