US Ashland, investor agree to appoint two directors to board

Source: ICIS News

2019/01/14

HOUSTON (ICIS)--Ashland will start searching for two new directors in consultation with the investment firm Neuberger Berman, the US-based specialty chemicals producer said on Monday.

In addition to appointing two new independent board members, Ashland will also appoint a lead independent director and new board committee chairs, the company said.

Ashland is taking these steps in consultation with Neuberger Berman and with input from other shareholders, the company said. Neuberger Berman has agreed to vote for the Ashland's nominees during the election that the company will hold at its annual meeting, scheduled for 8 February.

The search for the first independent director will start immediately, Ashland said. The second will be appointed during the course of the company's fiscal year. The company does not intend to permanently expand the size of the board.

In addition, Ashland announced the following changes.

- Jay Ihlenfeld, current Ashland director, will be appointed lead independent director, following the recently announced retirement of Barry Perry.

- Mark Rohr, current director, will be appointed chair of the Governance & Nominating Committee.

- Kathleen Wilson-Thompson, current director, will be appointed chair of the Compensation Committee.

- Craig Rogerson, current director nominee, will be appointed to the Compensation Committee.

- Brendan Cummins, current director, will move from the Governance & Nominating Committee to the Environmental, Health, Safety and Quality Committee, to leverage his extensive chemicals expertise.

Neuberger Berman has been a shareholder of Ashland for more than five years. It was founded in 1939, and it is a private, independent employee-owned investment manager.

“We have a long history of engaging with Neuberger Berman and appreciate its positive contributions to this process and support of our director nominees,” said Bill Wulfsohn, Ashland CEO. "We look forward to continuing our constructive dialogue with Neuberger Berman and other shareholders with the goal of enhancing shareholder value.”

Charles Kantor, Neuberger Berman managing director and senior portfolio manager, said, “We greatly appreciate Ashland’s spirit of collaboration and openness to enhancing the company’s corporate governance practices.”

He added, "We look forward to continuing to communicate our views on capital allocation and incentive compensation design in an effort to further align and reward decision making that maximises long-term value for Ashland’s enviable asset base.

"Our firm has been a longtime investor in Ashland and supports the strategic initiatives currently underway; accordingly, we will vote for the full Ashland slate of nominees at the upcoming Annual Meeting," Kantor said. "Finally, we look forward to working closely with Ashland to aid in selecting the best qualified candidates to further strengthen the board of directors.”

Ashland's announcement follows one that was made last month from the investment firm Cruiser Capital Advisors, which has nominated its own group of four candidates to the board.

These are Bill Joyce, Allen Spizzo, Carol Eicher and Pat Gottschalk.

(adds paragraphs 16-17)