Ashland Adds Two Directors, Forms Capital Committee in Ancora Pact

Ashland Inc. appointed two new independent directors and created a Capital Allocation Advisory Committee as part of a cooperation agreement with Ancora Holdings Group, a shareholder that had pressed for changes.

Peter Thomas, the former chair, chief executive officer and president of Ferro Corporation, and Allen Spizzo, the former vice president and chief financial officer of Hercules Incorporated, joined the board effective July 28. The board will temporarily expand to 11 members before dropping to 10 at the 2027 annual meeting.

The new Capital Allocation Advisory Committee will make recommendations to the board on spending and strategic planning. Scott Tozier, a current Ashland director, chairs the committee. Directors Bertrand Loy, Susan L. Main, Thomas and Spizzo serve as members. CEO Guillermo Novo is a non-voting member.

“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,” Novo said in a statement. “Their independent perspectives, combined with our current directors’ deep knowledge of Ashland business, strategy and financials, will support our continued focus on enhancing stockholder value.”

Lead independent director Susan L. Main said the appointments and the committee “reflect our continued commitment to strong corporate governance and stockholder value creation.”

Ancora’s chair and CEO Fred DiSanto and Ancora Alternatives president Jim Chadwick said in a joint statement: “The addition of Peter and Allen – alongside the formation of a new committee gives us, and hopefully our fellow shareholders, significant confidence as the company moves forward.”

Under the terms of the agreement, Ancora agreed to a standstill and voting commitments. Ashland plans to file the full agreement as an 8-K with the Securities and Exchange Commission.

Thomas brings expertise from three decades in specialty chemicals. He led Ferro until its sale to Prince International in 2022. Before that he held roles at Witco Corporation. He served as an independent director of Berry Global until its sale to Amcor in 2025, where he sat on the compensation and capital allocation committees. Thomas also served as lead independent director of Innophos Holdings until its acquisition by One Rock Capital in 2020.

Spizzo was CFO of Hercules until Ashland bought it in 2008. He now serves as an investment advisor for the Dr. William Joyce family office and a consultant in chemicals and biotech. He has held board seats at Ferro, A. Schulman, OM Group and others.

The Capital Allocation Advisory Committee could oversee decisions on share buybacks, debt repayment or portfolio moves. Thomas’s background at Berry Global and Ferro – both companies that went through sales transactions – suggests experience with evaluating M&A and capital returns. Spizzo’s knowledge of Ashland’s own financial structure and his CFO background gives the committee a direct line to balance-sheet decisions.

Such committees have become more common in activist-driven board refreshment. They give the board a formal mechanism to review spending without requiring board-level approval for every move. For Ashland, a specialty chemicals company serving markets from architectural coatings to pharmaceuticals, the committee’s formation signals that capital discipline is a priority.

The board will shrink back to 10 directors at the 2027 annual meeting, after the next round of elections. The standstill agreement with Ancora runs through that meeting, barring further public activism before then.

Citi and Lazard advised Ashland; Latham & Watkins handled legal work. Olshan Frome Wolosky advised Ancora. FGS Global and Longacre Square Partners served as communications and strategy advisors.