Ashland Inc. · NYSE:ASH
Ashland — Ashland Global Holdings — Proxy Contest (January 2019)
86 slides from Ashland's proxy contest presentation, Jan 14, 2019
Slide 1: Elevate Ashland
Elevate Ashland January 14, 2019 http://ElevateAshland.com/
Slide 2: Table of Contents
Table of Contents 1. Why We Are Here: Change is Needed 2. Ashland’s Underperformance & Valuation Discount 3. TSR: “Myth” of Ashland Returns 4. Ashland’s Poor Corporate Governance & Oversight 5. Our Nominees Provide Solutions 2
Slide 3: Change is Needed
Change is Needed Ashland has clear, urgent operational and corporate governance problems. Our nominees are perfectly positioned to help – and drive value for all stockholders. 3
Slide 4: Our Nominees Have the Right Experience and Expertise
Our Nominees Have the Right Experience and Expertise Per the matrix utilized by Ashland to evaluate their directors, ALL of our nominees meet ALL the skills and criteria laid out by Ashland and fill the R&D/Science/Technology weaknesses at Ashland it highlights. Public Accounting Global / Company R&
Slide 5: Why We Are Here
Why We Are Here CRUISER CAPITAL ADVISORS ©
Slide 6: Executive Summary
Executive Summary 1 • We are seeking support to strengthen the Ashland Board to benefit all shareholders through the addition of Dr. Bill Joyce, Allen Spizzo, Carol Eicher and Pat Gottschalk as directors. Each is a highly accomplished chemical industry executive, who has purchased shares, and is ful
Slide 7: Cruiser Capital's Highly-Qualified Nominees
Cruiser Capital’s Highly-Qualified 1 Nominees Director and Committee Chair of Hexion Inc. Vice Chairman of University Research Association Vice Chairman of the Fermi Research Association Former CEO of: o Union Carbide (purchased by Dow Chemical) o Hercules (ultimately purchased by Ashland, a
Slide 8: Cruiser Capital's Highly-Qualified Nominees
Cruiser Capital’s Highly-Qualified 1 Nominees President and Chief Executive Officer of Innocor, Inc. where she led its integration, growth and ultimate sale, generating a >4x return for her investors. Thirty years of manufacturing, commercial and executive leadership experience in the chemical i
Slide 9: Change is Needed
Change is Needed 1 1. History of Poor Cash Flow Conversion E.g. 21% of Adjusted EBITDA converted to Free Cash Flow over past 3 years; 4+ Years of Promised and Undelivered Margin Improvement 2. High Management Compensation Despite Operational Underperformance 3. Board promotes TSR metrics that are im
Slide 10: Where Ashland Falls Short
Where Ashland Falls Short 1 Attributes of a Well-Functioning Board Necessary Elements Ashland Analysis Transparent • Planned to add a new 11th director to replace Barry Perry after 2019 Annual Meeting – depriving stockholders of ability to vote for • Stockholders able to vote on their own directors
Slide 11: About Cruiser Capital Advisors
About Cruiser Capital Advisors 1 • Cruiser Capital Advisors is a shareholder in Ashland. We benefit by appreciation in the Company’s share price. As a shareholder, we are completely focused on creating equity value. • Cruiser has a focus in Chemicals and Industrials, and is dedicated to rigorous fin
Slide 12: Myth of Ashland Returns
Myth of Ashland Returns 1 • We find it troubling that the Board continues to promote fictional total shareholder returns that investors were not able to achieve • CorpGov.com published an Article entitled, ““The Myth of Ashland’s Superior Shareholder Returns – And What an Actual Investment Would Hav
Slide 13: Persistent Operational Underperformance
Persistent Operational 1 Underperformance • Lack of Organic Growth: Ashland has effectively seen no organic Revenue and EBITDA growth over the past 5 years; Core EBITDA has declined over the past 4 years by (3.8%) • Sub-Optimal Margins: – Management has not made progress on ASI’s target margin of 25
Slide 14: How We Got Here: Pattern of Shareholder Disinterest
1 How We Got Here: Pattern of Shareholder Disinterest Date Key Event December 28, 2016 ISS recommends stockholders vote against Barry Perry and Michael Ward (incumbent Governance and Nominating Committee members) for Ashland’s removal of shareholder’s ability to call a special meeting October 27, 20
Slide 15: How We Got Here
How We Got Here 1 Date Key Event August 3, 2018 Cruiser receives a response letter to its 7/16/18 letter from Lead Director Barry Perry declining to speak with Cruiser Capital and saying to direct communications to management September 11, Cruiser meets with CFO Kevin Willis. Cruiser Capital express
Slide 16: Pattern Of Only Changing When Pressured By Shareholders
Pattern Of Only Changing When 1 Pressured By Shareholders Many of Ashland’s positive actions are the result of shareholder pressure. Recent steps taken in reaction to recent pressure include: – November 2017: Reinstated ability to call a special shareholder meeting (Link) – November 2017: Named Jero
Slide 17: Positive Market Reaction to Shareholder Nominee Involvement
Positive Market Reaction to 1 Shareholder Nominee Involvement • Ashland’s return underperformed the S&P by 17% from Bill Wulfsohn’s start as CEO to the day prior to Cruiser’s public nomination of Jerome Peribere(1) using CorpGov’s methodology(2) – Even using the Company’s TSR methodology, ASH return
Slide 18: Our Solutions
Our Solutions 1 • Understand the underlying problems, in depth, driving Ashland’s underperformance: the lack of engagement to date has hindered this • The CEO should engage forthrightly with employees to help them understand the real performance challenges the Company faces • Initiate Work Process R
Slide 19: Our Solutions
Our Solutions 2 • Example: Ashland has set important targets to improve results at their May 2017 Investor Day • Effective program execution requires multiple steps – Global engagement of the entire team – Clear tracking of opportunities and management review and intervention – Effective governance
Slide 20: Our Solutions
Our Solutions 1 • Become best-in-class in corporate governance – Separate the CEO and Chairman of the Board roles – Correct gaps that currently exist – Work with the CEO to improve shareholder relations • Review key executive succession plans • Focus accountabilities and incentives on metrics that d
Slide 21: Obfuscating Reality
Obfuscating Reality 1 • Ashland has gone to great lengths to not engage with the Shareholder Nominees. • They have clumsily orchestrated obvious entrenchment tactics to create an almost comical narrative. • Under the most rudimentary examination, Ashland’s statements reveal a culture of poor Corpora
Slide 22: Nominees Have a History of Success and Results
Nominees Have a History of 1 Success and Results • We believe that an ownership mentality is sorely needed on the Board – Current Board members have not made an open market purchase since 2008 • Our Nominees Dr. Bill Joyce, Allen Spizzo, Carol Eicher & Pat Gottschalk are: 1. Independent, 2. Experien
Slide 23: Ashland's Operational Underperformance & Valuation Discount
2 Ashland’s Operational Underperformance & Valuation Discount
Slide 24: Street Analysts' Perspective
Street Analysts’ Perspective 2 “We're surprised to hear that ASH management remains unwilling to engage with Joyce and Spizzo, given their deep industry knowledge and history with Hercules. In our opinion, Joyce, Spizzo, and Rogerson would all be strong additions to the board.” - 1/8/2019, Seaport G
Slide 25: Operational Performance Reflected in Valuation Discount to Peers
Operational Performance 2 Reflected in Valuation Discount to Peers FY1-FY2 Stock Market Enterprise EV/EBITDA P/E Sales EBITDA Ticker Name Price Cap Value FY 1 FY 2 FY 1 FY 2 Growth Margin ASI Comps GRA W. R. Grace & Co. 66.50 4,455 6,297 11.2 10.2 16.4 14.7 6.0% 29.4% IFF International Flavors & Fra
Slide 26: Why does Ashland's Valuation Discount Exist?
Why does Ashland’s Valuation 2 Discount Exist? • Ashland has now announced a definitive agreement to divest the lower multiple businesses, making it a pure-play specialty chemical company. However, a valuation discount persists • This begs the question- Are there structural issues with the business?
Slide 27: Integration Issues
Integration Issues 2 A number of Ashland’s operational issues stem from the fact they never properly integrated the Hercules and ISP acquisitions ISP & Hercules were purchased years ago, but at the 2017 Analyst Day CEO Bill Wulfsohn talked about integrating the ISP & Hercules cultures into one Ashla
Slide 28: Failed To Maximize Value of Acquired Assets
Failed To Maximize Value of 2 Acquired Assets • Ashland has spent $7.3bn in acquiring three companies that effectively comprise Ashland today – 2008: $3.4bn purchase of Hercules – 2011: $3.2bn purchase of ISP – 2017: $680mm purchase of Pharmachem Key Ashland Acquisitions ($Bn) $8.0 $7.3bn Pharmachem
Slide 29: Pharmachem Acquisition
Pharmachem Acquisition 2 • Ashland has not been able to buy its way to improvement • Pharmachem revenue has declined 17% since the announced purchase • After failing to grow organically for several years, Ashland purchased Pharmachem for $680mm in May 2017 – Initial expectation of $10mm of synergies
Slide 30: Previous Initiatives
Previous Initiatives 2 • At the May 2017 Analyst Day, management laid out 7 core levers to improve performance • Three of these initiatives were focused on improving “competitiveness”. These opportunities totaled over $400mm of improvement opportunities- that is >50% of current EBITDA (1) Asset Util
Slide 31: Excessive Non-Integrated Cost Structure
Excessive Non-Integrated Cost Structure 2 • Ashland announced a cost reduction program to reduce $70mm of corporate cost (A) associated with the Composite and I&S business being sold and $50mm of direct business SG&A (B) at ASI • $70mm cost reduction associated with businesses that are being sold is
Slide 32: Excessive Cost Structure
Excessive Cost Structure 2 • An incremental $50mm (in addition to the $50mm announced) of SG&A cost reductions would only bring Ashland SG&A down to 19%, still above industry peers • Ashland cost reduction aims to reduce ASI “Business Direct” costs by $20mm in FY 2019 • Where was the Board oversight
Slide 33: Excessive Cost Structure
Excessive Cost Structure 2 • ASI, which will become the sole business of Ashland, has SG&A levels of over 21% • Including the $50mm of “legacy unallocated” corporate costs (management has guided to $50-60mm for FY 2019), Ashland SG&A is 23% of sales • Industry average runs at about ~15% • We believe
Slide 34: ASI EBITDA Potential
ASI EBITDA Potential 2 A base case ASI EBITDA of $700mm assumes only an incremental $50mm cost reduction (there is a $100mm+ opportunity) and less than 5% organic EBITDA growth in the base business ASI EBITDA Bridge 800 700 26 50 600 50 500 400 700 300 574 200 100 0 2018 ASI EBITDA Announced Cost In
Slide 35: Significant Upside Opportunity
Significant Upside Opportunity 2 At a peer 13x peer multiple and ASI EBITDA above $700mm, we believe there is 70%+ upside potential to Ashland’s stock Valuation Specialty Ingredient's PF EBITDA 700 725 750 Composites EBITDA 25 30 30 Corporate (35) (35) (30) Streamlined Ashland EBITDA 690 720 750 Mul
Slide 36: Significant Upside Opportunity
Significant Upside Opportunity 2 • We believe Ashland is a unique franchise and should aspire to best in class margins and valuation • Company currently trades at a discount to peers, but improvement to the business should elevate both EBITDA levels and the resulting valuation Ashland Valuation Pote
Slide 37: Where is the EBITDA Growth?
Where is the EBITDA Growth? 2 • 2012 was the first year full year ISP and Hercules were combined under the Ashland umbrella • Ashland has failed to grow EBITDA at Ashland Specialty Ingredients (ASI) over a long period of time ASI EBITDA 800 683 600 574 529 527 (1) 491 476 493 Pharmachem 509 400 200
Slide 38: Anemic Growth
Anemic Growth 2 • Core EBITDA growth at ASI has actually declined under Bill Wulfsohn’s tenure as CEO • Core declines question effectiveness of R&D efforts and operational effectiveness Revenue 2014- 2018 2014 2015 2016 2017 2018 CAGR (1) Pharmachem Revenue - - - 140 249 Core ASI Revenue 2,498 2,263
Slide 39: ASI EBITDA Margin Improvement?
ASI EBITDA Margin Improvement? 2 ASI EBITDA Margin target of 25-27% has been “imminent” for years • January 28, 2014: “From an ASI perspective, what we've said in the past is in the 25% to 27% range.” (Ashland Q1 2014 Earnings Call) • April 30, 2015: “My [Bill Wulfsohn] first priority was to ensure
Slide 40: ASI EBITDA Margin Improvement?
ASI EBITDA Margin Improvement? 2 • Over the past FOUR YEARS ASI has failed to achieve its Adjusted EBITDA Margin goal. What is the confidence level that in another 3 ½ years these targets will be achieved? 2015 2016 2017 2018 ASI Adj. EBITDA Margin 23.3% 22.8% 22.2% 23.2% Ashland has had a long term
Slide 41: ASI vs. Croda Personal Care
ASI vs. Croda Personal Care 2 • Ashland has a similar sized Personal Care business as Croda and they both focus on ingredients for hair, skin and oral products • Croda’s Personal Care business has EBITDA margins of 36% vs. an estimated 26%* for Ashland’s Personal Care business – There is approximate
Slide 42: Quality of Earnings Issues
Quality of Earnings Issues 2 Large “one time” adjustments have persisted for years and are reflected in the large discrepancy between GAAP and adjusted earnings GAAP vs. Adjusted Earnings $4.00 $3.58 $3.21 $3.00 $2.25 $2.44 $2.00 $1.66 $1.00 $0.00 2015 2016 2017 2018 ($1.00) ($0.18) ($2.00) ($1.69)
Slide 43: "One Time Items"- Restructurings
“One Time Items”- Restructurings 2 • These large “unallocated” corporate items largely get added back to Ashland’s “adjusted results” (why the poor quality of earnings exists) • As an example, the FY 2018 unallocated costs of $191mm becomes $47mm in Ashland’s EBITDA contribution Unallocated and othe
Slide 44: Return on Assets
Return on Assets 2 • Return on Assets has been negligible over the past 5 years 5 Year Return on Assets ($MM) 5 Year 2014 2015 2016 2017 2018 Average GAAP Net Income 233 309 (29) 1 114 Total Assets 10,916 10,066 10,000 8,618 8,252 ROA 2.1% 3.1% (0.3%) 0.0% 1.4% 1.3% Source: SEC Filings 44
Slide 45: Cash Generation: The Equalizer
Cash Generation: The Equalizer 2 • Low Free Cash Flow conversion from EBITDA reflects the poor quality of earnings • Despite claiming to have achieved “hundreds of millions” of cost savings, it has not translated to free cash flow- “Where’s the beef” • Cash flow will be again limited in 2019 per man
Slide 46: $1B+ Free Cash Flow Target- Minimal Progress to Date
$1B+ Free Cash Flow Target- 2 Minimal Progress to Date • Ashland has a stated target of $1bn+ of cash generation for 2018-2021 • Ashland will have to generate $333mm of FCF in 2020 and 2021 to reach the $1bn+ cash generation target based on results to date and achieving 2019 FCF guidance 350 ASH nee
Slide 47: Failure to Achieve Free Cash Flow Targets
Failure to Achieve 2 Free Cash Flow Targets • Ashland has not been able to deliver on free cash flow targets • Results have been substantially below guidance Free Cash Flow: Initial Guidance vs. Actual Achieved 2017 2018 2019 FCF Initial Guidance >110-120 >220 175 FCF Achieved 74 159 ??? % Below Low
Slide 48: 2018 "Progress"
2018 “Progress” 2 Compared to FY 2018 initial guidance given on November 6, 2017: • Ashland had higher than expected unallocated costs (even with the $140mm+ adjustment) • ASI performed slightly below mid-point of guidance • Incremental outperformance at Ashland was driven by Composite & I&S- the mo
Slide 49: Recent Progress at ASI, Illusory?
Recent Progress at ASI, Illusory? 2 “SG&A up primarily due to reallocation of corporate costs” – 7/1/2018 • We find it suspect that Composites’ corporate allocation was being increased at the same time ASI segment margins were improving • Were improvements actually made at ASI, or were corporate cos
Slide 50: Ashland Growth Expectations
Ashland Growth Expectations 2 • Management laid out a table at its May 2017 Analyst Day to attempt to explain why there has been no growth at ASI • Growth achieved in all end markets were below target levels laid out at 2012 and 2015 Analyst Days • The Company has walked back growth expectations in
Slide 51: Organic Growth
Organic Growth 2 • Organic growth has historically been anemic at ASI • Ashland shows that during Q3 and Q4 2017 the company had minimal price or volume increases in an environment competitors were seeing significant growth – Management’s inability to organically grow was a driving factor in the acq
Slide 52: ASI Volume/Price Dynamics
ASI Volume/Price Dynamics 2 • Pricing/volume pressures have been fairly consistent over the past several years • Q3 and Q4 2017 are skewed by the Pharmachem acquisition Q1 '15A Q2 '15A Q3 '15A Q4 '15A Volume (yr.o-yr.) (2.2%) (5.4%) (12.0%) (14.3%) Price (yr.o-yr.) (1.3%) (2.0%) 0.8% (0.8%) Total Re
Slide 53: TSR: "Myth" of Ashland Returns
3 TSR: “Myth” of Ashland Returns
Slide 54: Myth of Ashland Returns
Myth of Ashland Returns 3 • Management & Board stand behind return figures that were impossible for any investor to achieve • The Valvoline distribution was more than 51% of the company’s value. The assumed sale of these shares and reinvestment of proceeds distorts the TSR and does not represent eco
Slide 55: Myth of Ashland Returns
Myth of Ashland Returns 3 • Ashland’s TSR calculation assumes investors: – Received VVV shares prior to close of 5/12 – Sold these VVV shares at the closing price on 5/12 – Settled & received all proceeds from the 5/12 VVV stock sales that same day – Simultaneously used these proceeds to invest in A
Slide 56: Myth of Ashland Returns
Myth of Ashland Returns 3 • Ashland’s TSR has underperformed the market even with these impossible assumptions • Ashland’s returns drastically underperformed utilizing the method employed by CorpGov that assumes, no trades in ASH stock were made since the initial purchase of shares Returns During Bi
Slide 57: The Myth of Ashland's Superior Shareholder Returns
“The Myth of Ashland’s Superior Shareholder Returns – And 3 What an Actual Investment Would Have Earned” • Because Ashland’s returns represented to investors depend on actively purchasing stock, something the Board did not do, CorpGov analyzed what the returns would have been if shareholders did wha
Slide 58: The Myth of Ashland's Superior Shareholder Returns (Cont.)
“The Myth of Ashland’s Superior Shareholder Returns – 3 And What an Actual Investment Would Have Earned” (Cont.) Selected quotes from the article: [Ashland’s TSR was]…still short of the S&P 400 return of 49.7% and well below the return of 68.04% in the S&P 500 (the latter index is worthy of mention
Slide 59: Bill Wulfsohn TSR Results
Bill Wulfsohn TSR Results 3 Bill Wulfsohn’s TSR while CEO at both Ashland and Carpenter Technologies has underperformed the market (1) (2) ASH Returns During Bill Wulfsohn's Leadership Bill Wulfsohn TSR at Carpenter 40% 125% 117% 32% (48%) Underperformance to the 30% 28% (23%) Underperformance 100%
Slide 60: Ashland's Poor Corporate Governance
4 Ashland’s Poor Corporate Governance
Slide 61: Corporate Governance Concerns
Corporate Governance Concerns 4 x Obfuscating reality x Revoked shareholder ability to call a special shareholder meeting x Reducing Stockholder Access x Ashland’s corporate framework does not facilitate an avenue for shareholders to express concerns x The N&G Committee violated its fiduciary duty x
Slide 62: Obfuscating Reality
Obfuscating Reality 4 Ashland has gone to great lengths to not engage with the Shareholder Nominees. They have clumsily attempted to orchestrate many transparent entrenchment tactics to create an almost comical narrative. Under the most rudimentary examination, Ashland’s statements reveal a culture
Slide 63: Ashland: Obfuscating Reality
Ashland: Obfuscating Reality 4 Ashland Misleading Reality Narrative • Previously revoked ability to call a special shareholder meeting and only reinstated a year later after Cruiser nominated directors to the 2018 Annual Meeting • Gov & Nom Committee Failed Succession Planning “Ashland Board • Board
Slide 64: Ashland: Obfuscating Reality
Ashland: Obfuscating Reality 4 Ashland Misleading Reality Narrative Ashland has Exhibited • Bill Wulfsohn’s TSR has underperformed the market during his tenure as CEO. Board promotes TSR statistics that no shareholder, including Board Operational Excellence, members themselves, could ever conceivabl
Slide 65: Board Abolished Shareholder's Ability to call a Special Meeting
Board Abolished Shareholder’s 4 Ability to call a Special Meeting • Ashland’s board removed the ability for shareholders to call a special meeting when the Company reincorporated to Delaware as part of the Valvoline spin-off • Shareholders of the Kentucky-domiciled company had the right to call a sp
Slide 66: Ashland's Board Self-Preservation Entrenchment Tactics
Ashland’s Board Self-Preservation 4 Entrenchment Tactics • Ashland reduced the Board to 10 members and intended to add an 11th Director after the Annual meeting • Only after Cruiser Capital publicly criticized Ashland’s actions did they nominate Craig Rogerson to stand for election 66
Slide 67: No Avenue for Shareholders to Express Concerns to the Board
No Avenue for Shareholders to 4 Express Concerns to the Board • Per Corporate Guidelines, the Lead Independent Director and other Board members are to direct shareholders to the Chairman: XIII. Board Interaction with Outside Interested Parties The Board believes that management is responsible for co
Slide 68: Incumbent Governance & Nominating Committee Members
Incumbent Governance & 4 Nominating Committee Members • Failed to execute their fiduciary duties • Either failed to replace a retiring director or allowed the Company to make a false claim • Decided against the Shareholder Nominees without even speaking to them • Directed Russell Reynolds to make pe
Slide 69: Separation of Chairman & CEO Roles
Separation of Chairman & CEO 4 Roles 1. The Chairman of the Board should be focused on the business of the Board (governance, setting the agenda, compensation etc.) 2. The CEO of the Company should be focused on the operations of the business (driving growth, cost reduction initiatives, margin impro
Slide 70: Michael Ward
Michael Ward 4 • 18 Years as an Ashland Director since 2001 • Paid over $3.5mm at Ashland • CSX experienced dramatic improvement in cash flow per share following the replacement of Mr. Ward by an activist investor CSX FCF per share Pre & Post Mike Ward CSX Free Cash Flow Per Share $4.00 Substantial
Slide 71: CSX Operating Expenses
CSX Operating Expenses 4 • Like Ashland, CSX suffered from bloated SG&A under Mr. Ward • SG&A was dramatically reduced following the exit of Mr. Ward CSX SG&A % of Sales 35.0% 32.5% 30.0% 25.1% 25.0% 20.0% 15.0% 10.0% 2016 3Q 2018 Mike Ward Post Mike as CEO Ward as CEO 71
Slide 72: High CEO Compensation Despite Lack of Execution
High CEO Compensation Despite 4 Lack of Execution • ASI has consistently missed internal targets used for incentive compensation purposes – Performance of other divisions, particularly Valvoline, improved performance of consolidated Ashland which the CEO compensation was based on (and also got a 10%
Slide 73: Governance & Nominating Committee
Governance & Nominating 4 Committee • By not executing a responsible succession plan for a retiring director, the G&N members appear to have directly violated Ashland’s Governance & Nominating Committee Charter (Section III 2) • Governance and Nominating Committee members shall: “2. Identify Board m
Slide 74: Why Won't Ashland Speak with Knowledgeable Shareholders?
Why Won’t Ashland Speak with 4 Knowledgeable Shareholders? • Cruiser has offered to connect Bill and Allen with the Board and management since July 2018 • Not only has Ashland not reached out to Bill or Allen, they have requested that Bill and Allen are not even present on post-earnings review calls
Slide 75: Lead Independent Director
Lead Independent Director 4 • While the Board selects a Lead Independent Director, Stockholders are able to vote on that Director with the knowledge that Director will serve as the Lead Independent Director • This is an important role given Ashland’s decision to combine the Chairman and CEO roles •
Slide 76: Board Actively Violates Its Own Guidelines
Board Actively Violates Its Own 4 Guidelines • Ashland’s Corporate guidelines call for the Lead Director to serve no more than three consecutive years III. Lead Director The Lead Independent Director may serve for no more than three consecutive years, provided, however, that the Board may extend the
Slide 77: Current Board of Directors
Current Board of Directors 4 This has been a reactive Board that has only taken steps to address operational and corporate governance issues after being pushed by shareholders Board Member Compensation Board Member Age* Since Tenure Key History Education During Tenure Institute of Company Brendan M.
Slide 78: Our Nominees
5 | Our Nominees ADVISORS
Slide 79: Dr. William H. Joyce
5 Dr. William H. Joyce Dr. William H Joyce is one of the most successful chemical executives in history. He is the retired Chairman of the Board and Chief Executive Officer of Nalco, Hercules Inc., Union Carbide Corporation and Vice Chairman of Dow Chemical. Dr. Joyce sits on the Board of Directors
Slide 80: Dr. Joyce has the Proven Experience Necessary to Elevate Ashland
5 Dr. Joyce has the Proven Experience Necessary to Elevate Ashland Dr. Joyce has driven business improvement, and created shareholder value at multiple chemical companies Union Carbide Corporation, a Dow Jones 30 Industrial company, was facing bankruptcy. Share price under the improvement program le
Slide 81: Allen A. Spizzo
5 Allen A. Spizzo Allen A. Spizzo is a business and management consultant focused on the chemicals, materials, biotechnology and pharmaceutical industries. He also serves as an investment advisor and asset management trustee Relevant Experience • Vice President and Chief Financial Officer of Hercule
Slide 82: Patrick E. Gottschalk
5 Patrick E. Gottschalk Patrick Gottschalk is a global business leader with over 30 years experience. He is skilled at driving complex organizations to increase focus on key business improvement levers and increase value capture. Relevant Experience • Former Chairman and CEO of Union Carbide from 20
Slide 83: Carol S. Eicher
5 Carol S. Eicher Carol brings 30 years of manufacturing, commercial and executive leadership experience in the chemical industry. Throughout her career, she has led global specialty chemicals businesses serving a broad array of end use markets from construction and infrastructure to household and p
Slide 84: Some of Bill Joyce's accomplishments and experience that Ashland claims are not additive
5 Some of Bill Joyce’s accomplishments and experience that Ashland claims are not “additive”: Awards Achievements • National Medal of Technology from President • Invented semiconductor layer on power cable to Clinton for UNIPOL fluid bed process improve life and voltage resistance – Over half of all
Slide 85: Change is Needed
Change is Needed 5 Ashland has clear, urgent operational and corporate governance problems. Our nominees are perfectly positioned to help – and drive value for all stockholders. 85
Slide 86: Elevate Ashland
ELEVATE ASHLAND YOUR VOTE IS IMPORTANT VOTE FOR THE CRUISER CAPITAL NOMINEES ON THE WHITE PROXY CARD TODAY ElevateAshland.com 86
Ashland Global Holdings — Proxy Contest (January 2019) on 6ix