Ashland Inc. has reached a cooperation agreement with shareholder Ancora Holdings Group LLC that will add two new independent directors to its board and create a new committee to review the company’s capital allocation strategy, weeks after Ancora publicly urged the specialty chemicals company to consider a sale.
The agreement, announced July 28, follows Ancora’s June 9 presentation arguing that Ashland’s business is undervalued and that the company should evaluate remaining independent against pursuing what it called a “value-maximizing sale” to a strategic buyer or private equity firm.
Effective immediately, Ashland will appoint Peter Thomas, former chairman, CEO, and president of Ferro Corp., and Allen Spizzo, former vice president and chief financial officer of Hercules Inc., to its board.
The board will temporarily expand to 11 members before returning to 10 members at the company’s 2027 annual shareholders meeting, when both directors will stand for election.
“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, Ashland’s chairman and CEO. “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.
“As we welcome Peter and Allen, our organization remains focused on executing our strategic priorities, serving customers and delivering on our commitments,” he said.
As part of the agreement, Ashland also created a Capital Allocation Advisory Committee to review the company’s approach to investing and long-term planning.
The committee will be chaired by director Scott Tozier and include directors Bertrand Loy and Susan L. Main, along with Thomas and Spizzo. Novo will serve as a non-voting member.
“We value the perspectives of all our stockholders and have appreciated their constructive engagement and recent input on Board refreshment,” said Main, Ashland’s lead independent director. “The appointments of Peter and Allen, together with the formation of a Capital Allocation Advisory Committee, reflect our continued commitment to strong corporate governance and stockholder value creation.
“Under the leadership of Committee Chair Scott Tozier, who brings significant expertise in chemicals manufacturing and financial management, this newly formed committee will support the disciplined and objective evaluation of the Ashland capital allocation strategy and planning,” Main added.
Ancora welcomed the agreement, saying it gives investors greater confidence in the company’s direction.
“We always strive to maintain productive and private engagement with the companies we invest in,” Ancora Chairman and CEO Fred DiSanto and Jim Chadwick, president of Ancora Alternatives LLC, said in a joint statement.
“As we engaged with Guillermo and Ashland leadership, it became clear that they, like us, are focused on driving shareholder value,” said the executives. “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. Ashland has exceptional assets and strong opportunities in front of it.”
During Ancora’s June 9 investor presentation, the Cleveland, Ohio-based activist argued that Ashland’s specialty chemicals business is not being fully valued by the stock market.
Ancora described Ashland’s Life Sciences and Personal Care businesses as the company’s “crown jewels,” saying they account for roughly 75 percent to 80 percent of earnings before interest, taxes, depreciation and amortization.
Ancora also credited Novo with reshaping Ashland into what it called a “pure-play specialty chemical company” through the sale of non-core businesses and other restructuring efforts.
However, the investment firm also argued that the company’s more recent growth strategy “has failed to deliver any volume benefits over the past three and a half years” and said operational performance has weakened.
Ancora’s presentation also claimed Ashland’s disappointing second-quarter fiscal 2026 earnings report and the subsequent decline in its share price showed investors “have little confidence in Ashland’s standalone path forward.”
Based on its analysis, Ancora said it thinks there is interest from strategic buyers and private equity firms and estimated that a sale could deliver a significant premium for shareholders.
The firm said it intended to engage with Ashland’s board “to gauge the Board of Directors’ willingness to evaluate the company’s standalone prospects versus a potentially value-maximizing sale to one of the many logical strategic or private equity acquirers in the space.”
Under the cooperation agreement, Ancora agreed to customary standstill and voting commitments, while Ashland said a copy of the agreement will be filed with the U.S. Securities and Exchange Commission on Form 8-K.