UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrantx☒ Filed by a Party other than the Registrant¨☐

Check the appropriate box:

FERRO CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Where innovation delivers performance FERRO innovation
optimization
2018 PROXY STATEMENT AND ANNUAL MEETING

		FERRO CORPORATION 6060 PARKLAND BOULEVARD, SUITE 250 MAYFIELD HEIGHTS, OHIO 44124 USA TELEPHONE: (216)875-5600 FACSIMILE: (216)875-5627 WEBSITE: www.ferro.com

March 23, 201522, 2018

Dear Shareholder:

I cordially invite you to attend the 20152018 Annual Meeting of Shareholders of Ferro Corporation, which will be held on April 24, 2015.May 3, 2018. The meeting will be held at the Cleveland Marriott East, 26300 HarvardHyatt Place Cleveland/Lyndhurst/Legacy Village, 24665 Cedar Road, Warrensville Heights,Lyndhurst, Ohio 44122,44124, and will begin at 9:00 a.m. (Eastern Time). At the 20152018 Annual Meeting, shareholders will (i) vote on the election of sixseven Directors, (ii) vote on the management proposal regarding a change to the minimum sizeapproval of the Board of Directors,2018 Omnibus Incentive Plan, (iii) vote in anon-binding advisory capacity to approve our executive compensation, (iv) vote on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015, (iv) vote in a non-binding advisory capacity to approve our named executive officer compensation,2018, and (v) transact such other business as may properly come before the 20152018 Annual Meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on March 16, 201515, 2018 are entitled to vote at the 20152018 Annual Meeting. Regardless of the number of shares you own, your vote is important. I urge you to vote as soon as possible by telephone, the Internet or by signing, dating and returning the enclosed proxy card by mail, even if you plan to attend the meeting.

I look forward to seeing you at the 20152018 Annual Meeting.

Very truly yours,

PETERPETER T. THOMASTHOMAS

Chairman, President and Chief Chief Executive Officer

PROXY STATEMENT

This document is the NoticeNOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date: May 3, 2018

Time: 9:00 a.m. EDT

Location: Hyatt Place Cleveland/Lyndhurst/Legacy Village, 24665 Cedar Road, Lyndhurst, Ohio 44124

Record Date: March 15, 2018

March 22, 2018

Meeting Agenda:

ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

Who is soliciting my proxy with this Proxy Statement?

The Board of Directors of Ferro is soliciting your proxy in connection with Ferro’s 2015 Annual Meeting of Shareholders.

Where and when will the meeting be held?

This year’s meeting will be held on April 24, 2015, at the Cleveland Marriott East, 26300 Harvard Road, Warrensville Heights, Ohio 44122. The meeting will begin at 9:00 a.m. (Eastern Time).

What will be voted on at the meeting?

At the meeting, shareholders will be asked

Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual Meeting or any adjournment or postponement thereof.of Shareholders of Ferro Corporation to Be Held on May 3, 2018:

What if I wishThis Proxy Statement and annual report to attendsecurity holders are available athttp://phx.corporate-ir.net/phoenix.zhtml?c=73886&p=proxy.

We encourage shareholders to vote promptly as this will save the meeting?

Attendance at the meeting is limited to the Company’s shareholders and its invited guests. If you wish to attend the meeting, you should so indicateexpense of additional proxy solicitation. Shareholders of record on the enclosed attendance response card and return the card to Ferro. This will assist with meeting preparations and expedite your admission to the meeting. If you hold shares in your name, please be prepared to provide proper identification, such as a driver’s license. If you hold your shares through a bank or broker (i.e., in “street name”), you also will need proof of ownership, such as a recent account statement or letter from your bank or broker, along with proper identification.

Even if you wish to attend the meeting, we urge you to cast your vote prior to the meeting using the enclosed proxy card or voting via the Internet or telephone. If you chooseRecord Date are entitled to vote in person at the meeting, it will revoke any previous proxy submitted. If you hold your shares in street name and wish to vote in person at the meeting, you must provide a legal proxy obtained from your bank or broker.

Please note that participants in the Ferro Corporation Savings and Stock Ownership Plan may not vote in person at the meeting, as only the Trustee of such Plan is authorized to vote shares held by participants on their behalf. (Please see “If I am a participant in the Ferro Corporation Savings and Stock Ownership Plan, how do I vote?” below.)

Who is entitled to vote at the meeting?

The record date for this meeting is March 16, 2015. On that date, Ferro had 87,241,582 shares of common stock (“Common Stock”) outstanding. Each of these shares will be entitled to one vote at the meeting. Stockholders may not cumulate votes in the election of directors.

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If I am a shareholder of record of Common Stock, how do I vote?

If your shares are registered directly in your name with the Company’s transfer agent, Computershare Investor Services, LLC, you are considered the shareholder of record with respect to those shares and you may cast your vote in person at the meeting or by any one of the following ways:

By Telephone: You may call thetoll-free number indicated on your proxy card. Follow the simple instructions and use the personalized control number specified on your proxy card to vote your shares. You will be able to confirm that your vote has been properly recorded. Your telephone vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

Over the Internet: You may visit the website indicated on your proxy card. Follow the simple instructions and use the personalized control number specified on your proxy card to vote your shares. You will be able to confirm that your vote has been properly recorded. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

By Mail: You may mark, sign and date the enclosed proxy card and return it in the postage-paid envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name.” The organization holding your account is considered the shareholder of record for purposes of voting at the 2015 Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. If you request printed copies of these proxy materials by mail, you will receive a voting instruction form.

If I am a participant in the Ferro Corporation Savings and Stock Ownership Plan, how do I vote?

If you are a participant in the Ferro Corporation Savings and Stock Ownership Plan (the “Plan”), you have the right to instruct JPMorgan Chase Bank, as Trustee, to vote the shares allocated to your Plan account. If no instructions are given or if your voting instructions are not received by the deadline shown on the enclosed voting instruction form, the Trustee will vote the uninstructed shares in the same proportion in which it has received voting instructions.

What if I want to change my vote?

If you want to change your vote, you may revoke your proxy by:

By Telephone In the U.S. or Canada, you can vote your shares by calling 1-800-652-8683.		By Internet You can vote your shares online atwww.edocumentview.com/FOE. You will need the12-digit control number on the Notice of Internet Availability or proxy card.		By Mail You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.		In Person Attend Annual Meeting

This Notice of Annual Meeting of Shareholders and related Proxy Materials are being distributed or made available to shareholders beginning on or about March 22, 2018.

Proxy Statement Summary

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What if I submit a proxy without giving specific voting instructions?

If you properly submit a proxy without giving specific voting instructions,The following summary highlights information relating to the individuals named as proxies on the proxy card will vote your shares:2018 Annual Meeting of Shareholders. Additional information is included elsewhere in this Proxy Statement.

Proxy Statement Summary

Performance Highlights

In 2017, Ferro continued to successfully execute its Value Creation Strategy. Over the past five years, Ferro has transformed from a diversified specialty chemicals company to one of the world’s leading technology-driven functional coatings and color solutions companies. We have upgraded our portfolio, expanded our addressable markets and developed a culture of innovation, which has produced substantially stronger growth and profitability.

Proxy Statement Summary

Governance Highlights

The Company has promoted a culture of good corporate governance, including the following:

Executive Compensation Highlights

The Company follows recommended practices in its executive compensation program, including the following:

Will my shares be voted if I do not provide my proxy?

If you hold shares in “street name,” your shares may be voted on certain matters even if you do not provide voting instructions to your bank or broker. Banks and brokers have the authority under the rules of the New York Stock Exchange (“NYSE”) to vote shares for which their customers do not provide voting instructions on certain routine matters. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm is considered a routine matter for which banks and brokers may vote without specific instructions from their customers. You must provide voting instructions to your bank or broker for your shares to be voted on all other matters presented at the 2015 Annual Meeting.

If you are a participant in the Plan and do not instruct JPMorgan Chase Bank, as Trustee, to vote the shares allocated to your Plan account, or if your voting instructions are not received by the deadline shown on the enclosed voting instruction form, the Trustee will vote the uninstructed shares in the same proportion in which it has received voting instructions

What should I do if I have questions?

If you have any questions or require any assistance with voting your shares of Common Stock, please contact our proxy solicitor, Innisfree M&A Incorporated, toll free at (888) 750-5834. Banks and brokers may call collect at (212) 750-5833.

Proposal One

 

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PROPOSAL ONE:

ELECTION OF DIRECTORS

At the 20152018 Annual Meeting, the Shareholders will consider the election of six directorsseven Directors, each to serve aone-year term. Each of the nominees for terms ending in 2016. Previously, the Company divided its Board into three classes with each class havingelection is a minimum of three Directors who servedcurrent Director.

As previously disclosed on December 14, 2017, Richard J. Hipple has chosen not to stand for three-year terms each. At the 2014 Annual Meeting, the Shareholders approved an amendmentre-election to the Company’s Amended and Restated CodeBoard of RegulationsDirectors. Mr. Hipple will continue to declassify the Board and provide that all Directors elected at or after the 2014 Annual Meeting of Shareholders be elected on an annual basis. Thus, the termsserve as a member of the threeCompany’s Board of Directors elected atuntil the 2014 Annual Meeting, as well asMeeting. Mr. Hipple’s decision was not due to any disagreement with the terms ofCompany or its management on any matter relating to the four Directors elected at the 2012 Annual Meeting, are expiring this year. The terms of the three Directors elected at the 2013 Annual Meeting will expire next year at the 2016 Annual Meeting of Shareholders, at which time all Directors will be elected annually.Company’s operations, policies or practices.

The following pages contain information about Ferro’s Directors, including the nominees for re-election and the Directors whose terms will not expire at this meeting. For each of the Directors, the number of shares reported as “Common Stock Owned” is as of March 16, 2015, the record date for the 2015 Annual Meeting, and includes shares that the Director owns directly or indirectly as well as deferred stock units that are converted to Common Stock once a Director ceases to serve on the Board. Deferred stock units represent the right to receive shares of Common Stock when settled, but do not have any voting rights. The number of shares reported as “Common Stock Under Option” is as of March 16, 2015, and includes options that will be vested and exercisable as of May 15, 2015.

Nominees for Election at this Annual Meeting

The current terms of office of Richard J. Hipple, Gregory E. Hyland, Jennie S. Hwang, Ph.D., Peter T. Kong, William B. Lawrence, Timothy K. Pistell, and Peter T. Thomasall Directors will expire on the day of the 20152018 Annual Meeting (as soon as they or their successors are elected).Meeting. The Board upon recommendation of the Governance & Nomination Committee of the Board,has nominated Dr. HwangMessrs. Hyland, Lorber, Ross, Spizzo, Thomas and Messrs. Hipple, Hyland, Kong, PistellVargo and ThomasMs. Ogilvie forre-election to the Board at this Annual Meeting. Mr. Lawrence has not been nominated for re-election as a Director at this Annual Meeting consistent with the retirement policy contained in the Company’s Corporate Governance Principles that Directors are expected to retire from the Board at the annual meeting following their 70^th birthday. Each of the six Director nominees currently serves as a member of the Board. FollowingSet forth below is certain information about the six Directors nominated by the Board forre-election at this Annual Meeting:Meeting, including the skills and qualifications considered by the Governance & Nomination Committee and the Board of Directors in advancing these nominations.

 

		RICHARD J. HIPPLE
		GREGORY E. HYLAND Age:   Age:First Became a Ferro Director: Committee Assignments: Skills and Qualifications:		6267 2009 Governance & Nomination Committee Mr. Hyland has comprehensive operations, sales and international experience in multiple industries, offering breadth of knowledge that benefits the Company’s business units. In addition, Mr. Hyland brings to the Board experience from serving as the chairman, chief executive officer and president of another publicly traded company that sells, as Ferro does, into the building and construction industry.
		First Became a Ferro Director:		2007
		Current Term Expires:		This Annual Meeting
		Common Stock Owned:		60,900 shares
	Common Stock Under Option:		0 shares
	Committee Assignments:		Compensation Committee (Chair)

Biographical Information:

Mr. Hipple currently serves as the Chairman of the Board, President and Chief Executive Officer of Materion Corporation (formerly known as Brush Engineered Materials Inc.), a manufacturer of high-performance engineered materials. Mr. Hipple has served as Chairman of the Board and Chief Executive Officer of Materion since May 2006 and President of Materion since May 2005. Mr. Hipple was Vice President of Strip Products of Materion from July 2001 until May 2002, when he became President of Alloy Products of Materion. Prior to joining Materion, Mr. Hipple was President of LTV Steel Company, a business unit of the LTV Corporation.

Mr. Hipple also serves as a director of Key Corp., a bank-based financial services company.

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		GREGORY E. HYLAND
		Age:		64
		First Became a Ferro Director:		2009
		Current Term Expires:		This Annual Meeting
		Common Stock Owned:		50,300 shares
		Common Stock Under Option:		0 shares
		Committee Assignments:		Compensation Committee Governance & Nomination Committee

Biographical Information:

On February 1, 2018, Mr. Hyland currently servesretired from his position as Chairman, President and Chief Executive OfficerChairman of Mueller Water Products, Inc., a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. Prior to assuming the Executive Chairman position in January 2017, Mr. Hyland served as Chairman, President and Chief Executive Officer of Mueller Water Products, Inc., a position he assumed this position in December 2006 when Walter Industries, Inc. divested that business to its shareholders. From September 2005 until December 2006, Mr. Hyland served as Chairman, President and Chief Executive Officer of Walter Industries, Inc. Prior to that time, Mr. Hyland served as President, U.S. Fleet Management Solutions of Ryder System, Inc. from June 2005 to September 2005 and as Executive Vice President, U.S. Fleet Management Solutions of Ryder from October 2004 to June 2005. Mr. Hyland also has held executive positions with Tyco International and Textron Corporation.

 

4		Ferro Corporation 2018 Proxy Statement

Proposal One

		JENNIE S. HWANG, Ph.D.
			DAVID A. LORBER* Age:   Age:First Became a Ferro Director: Committee Assignments: Skills and Qualifications: *Lead Director		6739 2013 Governance & Nomination Committee (Chair) Compensation Committee Mr. Lorber has significant financial, investment and real estate industry experience. He also brings to the Board experience in corporate governance and business oversight as a result of having served on other public company boards.

Biographical Information:

Mr. Lorber is aCo-Founder of FrontFour Capital Group LLC, an investment adviser, and has served as a Portfolio Manager since January 2007. He is also aCo-Founder and Principal of FrontFour Capital Corp., an investment adviser. Previously, Mr. Lorber was a Senior Investment Analyst at Pirate Capital LLC, a hedge fund, from 2003 to 2006. He was an Analyst at Vantis Capital Management LLC, a money management firm and hedge fund, from 2001 to 2003 and an Associate at Cushman & Wakefield, Inc., a global real estate firm, from 2000 to 2001.

Mr. Lorber formerly served as a director of Aerojet Rocketdyne Holdings, Inc. (formerly, GenCorp Inc.), a technology-based manufacturer of aerospace and defense products and systems with a real estate segment. Mr. Lorber also formerly served as a director of Huntingdon Capital Corp., a real estate company, and Fisher Communications Inc., a media company acquired by Sinclair Broadcast Group, Inc. in August 2013.

Biographical Information:

Dr. Hwang has over 30 years of experience in materials, electronics, chemicals and coatings through her management and/or ownership of businesses. She currently serves as the president of H-Technologies Group, a firm that specializes in providing business and manufacturing solutions to the electronics and microelectronics industry. She was the CEO of International Electronic Materials Corporation (a manufacturing company she founded, which was later acquired). Dr. Hwang has held senior executive positions with Lockheed Martin Corp., Hanson, PLC (SCM Corp.) and The Sherwin-Williams Company.

She holds four academic degrees (Ph.D., M.S., M.A., B.S.) in materials engineering, science, liquid crystals and chemistry. SheMs. Ogilvie has served as Global President ofan Advisor to the Surface Mount Technology Association and in other global leadership positions and is an international speaker and author of more than 450 publications and several textbooks on leading technologies, advanced manufacturing and global market thrusts. Dr. Hwang has been inducted into the National Academy of Engineering andCreditors’ Committee for Lehman Brothers International Hall of Fame (Women in Technology).

Dr. Hwang is(Europe) Administration since 2008. She was a board member of 5N Plus,Ramius, LLC, an alternative investment management firm, where she served in various capacities from 1994 to 2009 before the firm’s merger with Cowen Group, including as Chief Operating Officer and General Counsel. Following the merger, Ms. Ogilvie served as Chief of Staff at Cowen Group, Inc. until 2010.

Ms. Ogilvie has served since 2015 as a director of Four Corners Property Trust, Inc., a Canada-based global supplier of specialty metalreal estate investment trust, and chemical products for pharmaceutical, eco-friendly and advanced industrial applications, and Singapore Asahi ChemicalLSB Industries, Pte. Ltd.Inc., a Singapore-based chemical manufacturing company, and she serves on the Board of Army Science and Technology, the Board of National Laboratory Assessment and the National Materials and Manufacturing Board. She also is the Chairman of the Board of Assessment Panels on Army Research Laboratory of thesince December 2017 as a director for Evolution Petroleum Corporation, a U.S. Department of Defense. Dr. Hwang formerly served on the board of Second Bancorp, Inc.

petroleum producer.

 

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Ferro Corporation 2018 Proxy Statement		PETER T. KONG	5

Proposal One

		ANDREW M. ROSS Age: First Became a Ferro Director: Committee Assignments: Skills and Qualifications:		6456
			First Became a Ferro Director:			2012
			Current Term Expires:			This Annual Meeting
			Common Stock Owned:			26,100 shares
			Common Stock Under Option:			0 shares
			Committee Assignments:			2016 Audit Committee Governance & Nomination Committee Mr. Ross has more than 25 years of experience in the pigments and performance additives industry. He has served in a number of senior management positions and has valuable experience in strategic acquisitions. Mr. Ross also has a background in corporate finance.

Biographical Information:

Mr. Kong served asRoss is the former President of the Global ComponentsPigments and Additives business segment for Arrow Electronics,of Rockwood Holdings, Inc. (“Rockwood”), a global provider of products, servicesperformance additives and solutionstitanium dioxide business that was sold to industrial and commercial users of electronic components and enterprise computing solutions, until December 31, 2013. Mr. Kong retired from Arrow Electronics, Inc. effective March 31,Huntsman Pigments in October 2014. Prior to being named Presidentthat position, he served in various management roles and led a number of initiatives at Rockwood that significantly increased the Global Componentssales and profitability of its color pigments business, in May 2009,including several multi-national acquisitions, acquisition integrations, and operational efficiency optimization projects. Mr. Kong served as President of Arrow Electronic, Inc.’s Asia-Pacific components business, overseeing strategy and operations in 11 countries and territories in that region.

From 1998 to 2006, Mr. Kong served as President of Asia-Pacific Operations for Lear Corp., a global automotive supplier, where he developed and implemented the company’s Asia-Pacific growth strategy. From 1993 to 1998, he was President of MAPS International, Inc., a consulting firm specializing in business development, strategy planning and operations management. Earlier in hisRoss’ career he heldhas included senior leadership roles with automotive systems supplier Magna International, Inc., as well as Domtar, Inc.,in family-owned, private equity-sponsored and Esso Chemicals.

Mr. Kong holds a master’s degree in business administration from the University of Toronto, a master’s degree in chemical engineering from the University of Wisconsin and a bachelor’s degree in chemical engineering from Washington State University.

Mr. Kong also serves as a director of Kulicke and Soffa Industries, Inc., a semiconductor and LED assembly equipment manufacturer, and Global Advanced Metals Pty Ltd., a leading supplier of tantalum products.publicly traded companies.

		TIMOTHY K. PISTELL
		ALLEN A. SPIZZO Age:   Age:First Became a Ferro Director: Committee Assignments: Other Public Company Board Directorships: Skills and Qualifications:		6760
		First Became 2016 Audit Committee Compensation Committee A. Schulman, Inc. Mr. Spizzo has extensive experience in the specialty chemicals industry. He has served in a Ferro Director:			2010
		Current Term Expires:			This Annual Meeting
		Common Stock Owned:			58,300 shares
		Common Stock Under Option:			0 shares
	Committee Assignments:		Audit Committeenumber of senior management positions in key corporate functions, including finance, strategic planning, corporate development and investor relations. He also has served on the boards of other publicly traded chemical and materials companies.

Biographical Information:

Mr. PistellSpizzo has been a business and management consultant focused on the chemicals, materials, biotechnology and pharmaceutical industries since November 2008, and he also serves as an investment adviser and asset management trustee. He served as the Executive Vice President–Finance & AdministrationPresident and Chief Financial Officer of Parker-Hannifin Corporation,Hercules Incorporated (“Hercules”), a leading diversified manufacturerformer S&P 500 specialty chemicals company, from March 2004 until the company was sold to Ashland Inc. in November 2008. He served as Vice President, Corporate Affairs, Strategic Planning and Corporate Development of motionHercules from July 2002 to March 2004. He served as Vice President, Investor Relations and control technologies and systems, until his retirement in 2011. Mr. Pistell was appointed the Executive Vice President–Finance & Administration in April 2005 and the Chief Financial Officer in April 2003.Strategic Planning of Hercules from 2000 to July 2002. Prior to his appointment as Chief Financial Officer of Parker-Hannifin, Mr. Pistellthat, he served as the company’s Vice President–Treasurer from July 1993 to April 2003.in other capacities with Hercules since 1979.

Mr. Pistell alsoSpizzo currently serves ason the board of directors of A. Schulman, a directorspecialty materials company. He recently served on the board of Trans-Tech Energy,directors for Global Specimen Solutions, Inc., a designer, builder, installer until its sale in 2017, and service providerserved on the board of specialized storage systems for liquefied petroleum gas and natural gas liquids.directors of OM Group, Incorporated until its sale in 2015.

Proposal One

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		PETER T. THOMAS Age: First Became a Ferro Director: Other Public Company Board Directorships:		62 2013 Innophos Holdings, Inc.
		Age:Skills and Qualifications:		59
		First BecameMr. Thomas brings to the Board a Ferro Director:		2013
		Current Term Expires:		This Annual Meeting
		Common Stock Owned:		898,552 shares
	Common Stock Under Option:		357,534 shares
			comprehensive understanding of Ferro’s business from his seventeen years with the Company in various positions of executive leadership. His deep knowledge of the business and familiarity withday-to-day operations allow him to contribute critical insight to the Board in shaping and executing Ferro’s strategy.

Biographical Information:

Mr. Thomas was appointed President and Chief Executive Officer of Ferro and was elected to the Board in April 2013 after serving as interim President and Chief Executive Officer since November 2012. Mr. Thomas was elected Chairman of the Board in April 2014.

Prior to his appointment as interim President and Chief Executive Officer, Mr. Thomas served as the Operating Vice President of Ferro’s Polymer and Ceramic Engineered Materials Group, which included its Polymer Additives, Specialty Plastics, Tile Coatings, Porcelain Enamel, and Pharmaceuticals businesses. Mr. Thomas joined Ferro in 2000 as Director of Sales for Polymer Additives. Prior to joining Ferro, Mr. Thomas was Vice President of the Oleochemical-Derivatives business unit for Witco Corporation. He also held positions at Witco Corporation as Vice President of Sales and Global Market Director.

Mr. Thomas is a member of the International Pharmaceutical Excipients Council, Soap and Detergents Association, the Society of Plastics Engineers, and the American Production and Inventory Control Society. He also serves as a director of the Synthetic Organic Chemical Manufacturers Association.

Dr. Hwang and Messrs. Hipple, Hyland, Kong, Pistell and Thomas have each agreed to stand for re-election. While we have no reason to believe that anyInnophos Holdings, Inc., a leading international producer of these nominees will be unable or unwilling to serve at the time of the 2015 Annual Meeting, in the unlikely event any of them does not stand for re-election, the shares represented by proxy at the 2015 Annual Meeting may be votedspecialty ingredient solutions for the election of a substitute nominee named by the Board.

Vote Required

The six nominees who receive the greatest number of votes cast by the shares present, in person or by proxy,food, health, nutrition and entitled to vote will be elected Directors. The Board has adopted the “Policy of the Board of Directors Relating to Majority Voting” pursuant to which, in the event of an uncontested election—an election in which the number of nominees for director does not exceed the number of directors to be elected—a nominee that receives a greater number of votes “withheld” from his or her election than votes “for” his or her election is expected to tender to the Governance & Nomination Committee his or her resignation as a director promptly following the certification of the election results. Abstentions and broker non-votes will not be considered as shares voted “for” or “withheld” in the election of nominees.

If you return a proxy card without giving specific voting instructions, then your shares will be voted “FOR” the election of Dr. Hwang and Messrs. Hipple, Hyland, Kong, Pistell and Thomas.

If you hold your shares in “street name” and do not provide specific voting instructions to the bank or broker or do not obtain a proxy from such bank or broker to vote those shares, then your shares will not be voted in the election of Directors.

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Board Recommendation

The Board unanimously recommends that you vote “FOR” the election of each of Dr. Hwang and Messrs. Hipple, Hyland, Kong, Pistell and Thomas. Unless you instruct otherwise on your proxy card or by telephone or Internet voting instructions, your proxy will be voted in accordance with the Board’s recommendation.

Directors Continuing in Office

The following are the Directors who will continue in office after the 2015 Annual Meeting:industrial markets.

		DAVID A. LORBER
		Age:		36
		First Became a Ferro Director:		2013
		Current Term Expires:		2016
		Common Stock Owned:		36,128 shares
		Common Stock Under Option:		0 shares
	Committee Assignments:		Governance & Nomination Committee

Biographical Information:

Mr. Lorber is a Co-Founder of FrontFour Capital Group LLC, an investment adviser, and has served as a Portfolio Manager since January 2007. He is also a Co-Founder and Principal of FrontFour Capital Corp., an investment adviser. Previously, Mr. Lorber was a Senior Investment Analyst at Pirate Capital LLC, a hedge fund, from 2003 to 2006. He was an Analyst at Vantis Capital Management LLC, a money management firm and hedge fund, from 2001 to 2003 and an Associate at Cushman & Wakefield, Inc., a global real estate firm, from 2000 to 2001.

Mr. Lorber formerly served as a director of GenCorp Inc., a technology-based manufacturer of aerospace and defense products and systems with a real estate segment. Mr. Lorber also formerly served as a director of Huntingdon Capital Corp., a real estate company, and Fisher Communications Inc., a media company acquired by Sinclair Broadcast Group, Inc. in August 2013.

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		JEFFRY N. QUINN
		Age:		56
		First Became a Ferro Director:		2013
		Current Term Expires:		2016
		Common Stock Owned:		366,400 shares
		Common Stock Under Option:		0 shares
		Committee Assignments:		Compensation Committee

Biographical Information:

Mr. Quinn is the founder, Chairman and Chief Executive Officer of Quinpario Partners LLC, a privately owned investment and operating company focused on the specialty chemicals and performance materials sector, and, as of September 2014, the Chairman of the Board of Directors of Quinpario Acquisition Corp. 2, a special purpose acquisition company formed in July 2014. Mr. Quinn has over 25 years of experience with industrial companies in the areas of mining, refining and chemicals, including as President, Chief Executive Officer and Chairman of the Board of Solutia Inc., a global specialty chemical and performance materials company. At Solutia, Mr. Quinn served from May 2004 as the President and Chief Executive Officer and from February 2006 in the additional role of Chairman of the Board until 2012 when Solutia was acquired by Eastman Chemical Company.

Mr. Quinn has also served as Chairman of the Board of Jason Industries, Inc., a leader in the finishing, seating, components and automotive acoustics markets, since July 2014 and as a director of Tronox Limited, a producer and marketer of titanium ore and titanium dioxide pigment, and W.R. Grace & Co., a supplier of catalysts, engineered and packaging materials and specialty construction chemicals and building materials. Mr. Quinn formerly served as a director of SunEdison, Inc. (formerly MEMC Electronic Materials Inc.) and Tecumseh Products Company.

		RONALD P. VARGO
		Age:		61 63
		First Became a Ferro Director:		2009
		Current Term Expires:		2016
		Common Stock Owned:		55,300 shares
		Common Stock Under Option:		0 shares
		Committee Assignments: Other Public Company Board Directorships:		Audit Committee (Chair) Compensation Committee EPAM Systems, Inc. EnerSys
		Skills and Qualifications:
				Mr. Vargo has extensive experience in treasury, investor relations, business strategy, acquisitions and divestitures, finance, and operations in global corporations. In addition, Mr. Vargo has served in senior management positions at publicly traded companies, including as the chief financial officer of two publicly traded companies, ICF International and Electronic Data Systems.

Biographical Information:

Mr. Vargo served as Vice President and Chief Financial Officer of ICF International, a leading provider of consulting services and technology solutions to government and commercial clients, from April 2010 until May 2011. Prior to joining ICF International, Mr. Vargo served as the Executive Vice President and Chief Financial Officer of Electronic Data Systems (“EDS”) and served as a member of the EDS Executive Committee. Mr. Vargo joined EDS in 2004 as Vice President and Treasurer and was promoted to Chief Financial Officer in 2006. Before joining EDS, Mr. Vargo served as Corporate Treasurer and Vice President of Investor Relations at TRW Inc., now part of Northrop Grumman, until 2003. He began his career with General Electric in 1976 and also served in numerous leadership positions at BP plc (“BP”) and the Standard Oil Company, which was acquired by BP.

Mr. Vargo also serves as a director of EPAM Systems, Inc., a global IT services provider.provider, and EnerSys, a global leader in stored energy solutions for industrial applications.

Proposal One

- 9 -Each of the nominees has agreed to stand forre-election. While we have no reason to believe that any of these nominees will be unable or unwilling to serve at the time of the 2018 Annual Meeting, in the unlikely event that any of them does not stand forre-election, the shares represented by proxy at the 2018 Annual Meeting may be voted for the election of a substitute nominee named by the Board.

Board Composition

Presented below is a depiction of the expected independence and tenure of our Board of Directors immediately following the 2018 Annual Meeting, assuming the election of the nominees named in the proxy statement.

Board of Directors Diversity

The Board of Directors encourages a diversity of backgrounds among its members and has a corporate governance principle in place demonstrating its commitment to the consideration of diversity in identifying director nominees. The Board considers candidates with significant direct or indirect experience that will provide the Board of Directors as a whole with the talents, skills, diversity and expertise to serve the long-term interests of the Company and its shareholders.

Vote Required for Approval

The seven nominees who receive the greatest number of votes cast by the shares present, in person or by proxy, and entitled to vote at the meeting will be elected Directors, subject to the Policy of the Board of Directors Relating to Majority Voting. Abstentions and brokernon-votes will not be considered as shares voted “for” or “withheld” in the election of nominees.

If you return a proxy card without giving specific voting instructions, then your shares will be voted “FOR” the election of Messrs. Hyland, Lorber, Ross, Spizzo, Thomas and Vargo and Ms. Ogilvie.

If you hold your shares in “street name” and do not provide specific voting instructions to the bank or broker or do not obtain a proxy from such bank or broker to vote those shares, then your shares will not be voted in the election of Directors.

Board Recommendation

The Board unanimously recommends that you vote “FOR” the election of each of Messrs. Hyland, Lorber, Ross, Spizzo, Thomas and Vargo and Ms. Ogilvie. Unless you instruct otherwise on your proxy card or by telephone or Internet voting instructions, your proxy will be voted in accordance with the Board’s recommendation.

Independence Independent Non-Independent BXP % of independent directors: XX% S&P 500 % of independent directors: XX% 1 6 Tenure 0-5 years 6-9 years 5 Directors 2 Directors Ut enim average tenure: X.X years Nemo enim average tenure: X.X years # of Directors 0 1 2 3 4 5

Proposal One

Board Meetings and Attendance

During 2014,2017, the Board met nine times and each8 times. Each Director attended at least 75% of the total number of meetings of the Board and committee meetings held during his or her tenure, with the committees on which he or she served.exception of Mr. Hyland who was confronted with certain health issues during 2017 that precluded his full participation. In accordance with Ferro’s Corporate Governance Guidelines,Principles, the Directors are encouraged to attend the Annual Meetings of Shareholders. All of the Directors then in office, except for Mr. Hyland, attended the 20142017 Annual Meeting.

CORPORATE GOVERNANCE

Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance

The Board of Directors and management believe that good corporate governance enhances investor confidence in Ferro and increases shareholder value. Representative steps Ferro has taken to fulfill its commitment to goodKey attributes of Ferro’s corporate governance include, among others:include:

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Corporate Governance

In addition, the Company’s Amended and Restated Code of Regulations was amended to opt out of the Ohio Control Share Acquisition Statute and to declassify the Board and elect all Directors annually.

Corporate Governance Principles

The Board has adopted Corporate Governance Principles, which are available on Ferro’s website (www.ferro.com) and are intended to ensure that Ferro’s Director qualifications, committee structure and overall Board processes facilitate good corporate governance and independent oversight of the Company’s management.

Director Independence

The Board has also adopted formal Guidelines for Determining Director Independence, which are available on Ferro’s website (www.ferro.com). The purpose of these Guidelines is to assist the Board in its evaluation of and determination regarding the independence of members of the Board. The Guidelines meet or exceed the independence standards set forth in section 303A of the NYSE listing standards, and the Board has determined that all Directors and Director nominees, other than Mr. Thomas, recommended by the Board qualify as “independent” under such Guidelines.

Majority Voting Policy

The Board has adopted the Policy of the Board of Directors Relating to Majority Voting (the “Majority Voting Policy”). Pursuant to the Majority Voting Policy, in the event of an uncontested election—election — an election in which the number of nominees for Director does not exceed the number of Directors to be elected—elected — where a nominee for Director receives more votes “withheld” from his or her election than votes “for” his or her election, such Director is expected to tender to the Governance & Nomination Committee his or her resignation as a Director. The Governance & Nomination Committee of the Board will then consider eachthe resignation tendered and recommend to the Board whether to accept or reject it. If the Board rejects the Director’s resignation, the Director will continue to serve for the remainder of his or her term and until his or her successor is duly elected, or his or her earlier death, resignation or removal. If the Board accepts the Director’s resignation, then the Board in its sole discretion may fill any resulting vacancy or may decrease the number of Directors comprising the Board. The Governance & Nomination Committee, in making its recommendation, and the Board, in making its decision, may consider any factors or other information that they consider appropriate.

Corporate Governance

Board Committees

The Board of Directors currently has three standing committees, which are thean Audit Committee, the Compensation Committee and the Governance & Nomination Committee. The Strategy Committee was disbanded in 2014.

Audit Committee

The Audit Committee assists the Board with oversightCopies of the integrity of Ferro’s financial statements, compliance with legal and regulatory requirements relating to Ferro’s financial reports,

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Ferro’s independent registered public accounting firm’s qualifications, independence and performance, the performancecharters for each of the internal audit and risk management functions, compliance with legal and ethical policies and accounting practices and systems of internal controls. The Audit Committee is not, however, responsible for conducting audits, preparing financial statements or the accuracy of any financial statements or filings, all of which remain the responsibility of management andcommittees are posted on the Company’s independent registered public accounting firm. The Audit Committee’s charter may be found on Ferro’s website (www.ferro.com).

Dr. Hwang, under “Investor Relations” and Messrs. Kong, Pistell and Vargo served on the Audit Committee throughout 2014, with Mr. Vargo serving as the Chair. Each member of the Audit Committee is “independent” as required under section 301 of the Sarbanes-Oxley Act of 2002, as well as under the standards containedare available to any stockholder in section 303A of the NYSE’s listing standards and the Company’s Guidelines for Determining Director Independence. Two members of the Audit Committee qualify as “audit committee financial experts,” as defined in section 407 of the Sarbanes-Oxley Act and the SEC’s rules under that statute, and offered to be designated as such. The Board has designated Mr. Vargo as the “audit committee financial expert.” (Mr. Vargo’s biography is on page 9 above.) Each member of the Audit Committee has the requisite financial literacy required under section 303A of the NYSE listing standards to serve on the Audit Committee.

The Audit Committee met eight times in 2014. The Audit Committee’s report is on page 52 below.

Compensation Committee

The Compensation Committee is responsible for recommending policies for the compensation of Directors and setting the compensation of the Senior Management Committee, which is comprised of the Company’s executive officers. The Compensation Committee also oversees management’s administration of significant employee compensation and benefit plans. The Compensation Committee’s charter may be found on Ferro’s website (www.ferro.com).

Messrs. Hipple, Hyland, Lawrence, Quinn and Vargo served on the Compensation Committee throughout 2014, with Mr. Hipple serving as the Chair. Each member of the Compensation Committee is “independent” under the standards contained in section 303A of the NYSE’s listing standards and the Company’s Guidelines for Determining Director Independence.

The Compensation Committee met four times in 2014. The Compensation Committee’s report is on page 31 below.

The Compensation Committee retained Exequity LLP (the “Compensation Consultant”) to serve as its compensation consultant in 2014. The Compensation Consultant assisted with the design of pay plans and with reviewing the effectiveness and competitiveness of the Company’s compensation programs. The Compensation Consultant provided the Compensation Committee and management with market data on the compensation programs of peer companies. The Compensation Consultant did not provide any other serviceshard copy upon request to the Company. To ensure thatInformation regarding the Compensation Consultant’s consulting services remain independent and objective, the Compensation Committee and the Compensation Consultant have takencommittees is set forth in the following steps: (i) the Compensation Consultant reported directly to the Compensation Committee Chair; (ii) at least annually, the Compensation Committee conducts a review of the Compensation Consultant’s performance; and (iii) the Compensation Consultant’s fees were not linked to the size of the Company’s executive compensation programs. The Compensation Committee has reviewed the independence of the Compensation Consultant, including the “independence” factors contained in section 303A of the NYSE’s listing standards, and determined that the services provided by the Compensation Consultant do not raise any conflicts of interest.table:

Corporate Governance

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The Chief Executive Officer (“CEO”) and Vice President, Human Resources make recommendations regarding compensation of the Senior Management Committee (other than for the CEO) based on competitive market data, internal pay equity, responsibilities and performance. The Compensation Committee makes all final determinations regarding executive compensation, including salary, bonus targets, equity awards, and related performance goals. From time to time, the Compensation Committee delegates to the CEO and Vice President, Human Resources authority to carry out certain administrative duties regarding the compensation programs, including grants of equity awards to non-executive employees and new hires. For more information on how executive compensation decisions are made, see the “Executive Compensation Discussion & Analysis” section beginning on page 19 below.

Governance &Director Nomination CommitteeProcess

The Governance & Nomination Committee is responsible for recommending to the Board corporate governance principles, overseeing adherence to the Corporate Governance Principles adopted by the Board, recommending to the Board criteria and qualifications for new Board members, recommending to the Board nominees for election as Directors and recommending to the Board the composition and chairs of each committee. The Governance & Nomination Committee’s charter may be found on Ferro’s website (www.ferro.com).

Dr. Hwang and Messrs. Hyland, Kong, Lorber and Lawrence served on the Governance & Nomination Committee throughout 2014. Mr. Lawrence served as the Chair until April 2014 and thereafter Mr. Hyland served as the Chair. All members of this Committee meet the “independence” standards contained in section 303A of the NYSE’s listing standards and the Company’s Guidelines for Determining Director Independence.

The Governance & Nomination Committee met three times in 2014.

In its role as the nominating body for the Board, the Governance & Nomination Committee reviews the credentials of potential Director candidates (including potential candidates recommended by shareholders), conducts interviews, and makes formal recommendations to the Board for the annual and any interim election of Directors. In making its recommendations, pursuant to the Company’s Corporate Governance Principles, the Governance & Nomination Committee considers a variety of factors, including skills, independence, background, experience, diversity, and compatibility with existing Board members. The Governance & Nomination Committee may also consider such other factors as it deems appropriate and in the best interests of the Company and its shareholders.

The Governance & Nomination Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. If any Board member is of retirement age or does not wish to continue in service, or if the Governance & Nomination Committee or the Board decides not to nominate a member forre-election, then the Committee identifiesconsiders the desired skills and experience that it would like Director candidates and the Board as a whole to have in light of the criteria outlined above. The Governance & Nomination Committee then considers potential Director candidates that may be recommended by the Board, senior management, shareholders and consultants. All candidates, regardless of the source of the recommendation, are considered in the same manner.

The Governance & Nomination Committee considered each Director’s leadership experience, specific industry or manufacturing experience, and familiarity with global operations. The Directors hold or have held executive officer positions or serve or have served on boards of directors in organizations that have provided them experience in operations, management, risk management, governance and leadership development. The Board and the Governance & Nomination Committee believe that these skills and qualifications, combined with diverse backgrounds and the ability to work in a positive and

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collegial fashion, benefit Ferro and Ferro’s shareholders by creating a strong and effective Board. Set forth below are qualifications with respect to each Director nominee and continuing member of the Board:

Mr. Hipple has leadership and management experience with a business that produces and supplies high performance engineered materials globally. Mr. Hipple currently serves as chairman of the board, chief executive officer and president of a publicly traded company. He provides the Board with insight and experience leading an international public company comparable in size to Ferro. He also brings experience serving on the board of directors of other publicly traded companies.

Dr. Hwang has more than three decades of international business experience in materials, electronics, manufacturing, technology, chemicals and coatings through her management and/or ownership of businesses. She has served in a number of senior management positions, including president and chief executive officer, and has specialized knowledge of the materials industry. In addition, she has served on international advisory boards and the boards of both public and private companies. Dr. Hwang also brings to the Ferro Board her experience serving on other public company boards.

Mr. Hyland has comprehensive operations, sales and international experience in multiple industries, offering breadth of knowledge that benefits the Company’s business units. In addition, Mr. Hyland brings to the Board experience serving as the chairman, chief executive officer and president of another publicly traded company that sells, as Ferro does, into the building and construction industry.

Mr. Kong brings to the Board extensive international business and operations experience, including a deep understanding of the Asian and international business environment as a result of having lived and worked in Asia for several years. His experience includes business development, distribution, and operations management, including with businesses in the chemicals, automotive and electronic industries. Mr. Kong has served in a number of senior management positions in global companies and formerly oversaw a publicly traded company’s components business. He also brings experience from serving on other public company boards.

Mr. Lorber has significant financial, investment and real estate industry experience. He also brings to the Board experience in corporate governance and business oversight as a result of having served on other public company boards.

Mr. Pistell has extensive experience in corporate finance, treasury, international business and diversified manufacturing. In addition, Mr. Pistell has served in a number of senior management positions in accounting and finance including as the chief financial officer of a publicly traded global company.

Mr. Quinn has more than 25 years of experience with industrial companies. He has served in a number of senior management positions, including as president and chief executive officer, and has served as chairman of the board of a publicly traded chemical and materials company. In addition, Mr. Quinn serves as a member of the board of directors of other publicly traded companies.

Mr. Vargo has extensive experience in treasury, investor relations, business strategy, acquisitions and divestitures, finance, and operations in global corporations. In addition, Mr. Vargo has served in senior management positions at publicly traded companies, including as the chief financial officer of two publicly traded companies. Mr. Vargo also serves as a member of the board of another publicly traded company.

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The Governance & Nomination Committee will consider candidates for Directorthe Board who are recommended by shareholders in accordance with the advance notice provisions in the Company’s Amended and Restated Code of Regulations.Regulations (“Code of Regulations”). Shareholder recommendations must be submitted in writing to: Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 USA, not less than 90 nor more than 120 calendar days prior to the first anniversary of the date of the preceding year’s annual meeting of shareholders. The recommendation notice should include the information required by the Company’s Amended and Restated Code of Regulations, including, but not limited to, (a) certain biographical and share ownership information concerning the nominee and the shareholder proponent, (b) a description of any arrangements between the shareholder proponent (and certain affiliates) and any other person or entity with respect to the nomination, including the nominee, and (c) a written consent of the nominee to serve as a directorDirector of the Company, if elected, and a representation regarding the nominee’s voting commitments or actions as a director,Director, as well as that the nominee will comply with the Company’s corporate governance and other policies, principles and guidelines. The Company may also require a candidate to furnish additional information regarding his or her eligibility and qualifications.

Strategy Committee

The Board established the Strategy Committee in May 2013 to assist the Board in evaluating strategies to enhance total shareholder return, including optimizing the Company’s capital structure, reviewing strategic proposals, reviewing the Company’s mix of businesses and improving operating performance. Messrs. Lawrence, Lorber, Pistell, Quinn and Vargo served on the Strategy Committee since its creation in May 2013, with Mr. Pistell serving as the Chair. The Board disbanded the Strategy Committee in June 2014.

The Strategy Committee met once in 2014 before the Board disbanded it.

Board Leadership Structure

Ferro’s boardBoard leadership structure consists of a combined CEO and Chairman of the Board, and aalong with an independent Lead Director. During the period of time that Mr. Thomas served as interim President and CEO, Mr. Lawrence served as the Chairman of the Board; however, in April 2014, Mr. Thomas was named Chairman of the Board. Ferro believes that a combined CEO and Chairman of the Board role is appropriate because it provides an efficient and effective leadership structure for Ferro. It promotes alignment between the Board and management on Ferro’s strategic objectives, facilitates effective presentation of information to enable the Board of Directors to fulfill its responsibilities, and allows for productive and effective Board of Directors’ meetings.

Ferro’snon-management Directors, all of whom are independent, meet at regularly scheduled executive sessions several times each year. These meetingssessions are chaired by the Lead Director. Neither the CEO nor any other member of management attends these meetingssessions except in limited circumstances if requested by the Directors. Following each executive session, the Lead Director or the other non-management Directors share with the CEO or other members of senior management such observations, comments or concerns as the Lead Director and the othernon-management Directors deem appropriate. Mr. Hyland,Lorber, the Chair of the Governance & Nomination Committee, currently serves as the Lead Director.

Corporate Governance

The independent Directors have access to Ferro management as they deem necessary or appropriate, consistent with the Company’s Corporate Governance Principles. In addition, the Chairs of the Audit Committee, Governance & Nomination Committee, and Compensation Committee meet periodically with members of senior management.

The Board continues to reexamineexamines the Company’s corporate governance policies and leadership structure on an ongoing basis.

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Board’s Role in Risk Management Oversight

The Board provides oversight of the Company’s risk management through its review of risks associated with the Company’s operations and strategic initiatives, both as a Board, and, as appropriate, through Board Committees. committees.

The Audit Committee has the central role in risk management oversight.oversight on behalf of the Board. The Board receives periodic reports from the Audit Committee with respect to its discussions with management regarding Ferro’s guidelines and policies governing the assessment and management of risks, any major risk exposures and steps management has taken to monitor and control such exposures, and Ferro’s use of certain financial instruments. Management uses an enterprise risk management process to identify, assess, manage and mitigate risks to the Company. The CEO, Chief Financial Officer (“CFO”), Chief Risk Officerhead of Internal Audit and General Counsel of the Company each periodically report to the Audit Committee with respect to risk management. In addition, the CFO and the Treasurer each periodically report to the Audit Committee with respect to financial risk management and Ferro’s use of certain financial instruments. With respect to risk related to compensation matters, the Compensation Committee considers, in establishing and reviewing Ferro’s executive compensation program, whether the program encourages unnecessary or excessive risk-taking. The Compensation Committee also periodically provides reports to the Board.Board regarding compensation-related risks. The Goverance & Nomination Committee addresses risk issues related to the structure, operation, and composition of the Board and its committees. The Governance & Nomination Committee periodically provides reports to the Board on such matters.

				.

Corporate Governance

Shareholder Engagement

We believe that a tenet of good corporate governance is healthy interaction with our shareholders to understand the issues important to them. Our management team regularly engages with shareholders on a number of topics, including our corporate strategy and performance and corporate governance. In addition, we communicate with shareholders through quarterly earnings calls, press releases, analyst meetings and investor conferences.

During 2017, members of our management team met with our top 20 largest shareholders, who collectively own over 60% of our outstanding shares, to discuss our business strategy and solicit their views on other matters of interest to them.

Other Corporate Governance Measures

Ferro has adopted a series of policies dealing with business conduct and ethics. These policies apply to all Ferro Directors, officers and employees. A summary of these policies may be found on Ferro’s website (www.ferro.com), and the full text of the policies is available in print, free of charge, by writing to: Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 USA. The Audit Committee is responsible for the review of the Company’s legal and ethical policies. The Audit Committee must approve any exception or waiver to these policies. In addition, a description of any exception, amendment or waiver to these policies with respect to the CEO, the CFO and the Company’s principal accounting officer, controller or persons performing similar functions will be posted on the Company’s website within four business days following the date of the exception, amendment or waiver. Ferro also maintains a hotline, thatwhich allows employees throughout the world to report confidentially violations of the Company’s legal and ethical conduct policies, consistent with local legal requirements and subject to local legal limitations. In addition, the Governance & Nomination Committee is responsible for reviewing and approving any related party transaction.transactions. Any shareholder or other interested party whothat wishes to communicate directly and confidentially with the Lead Director or thenon-management Directors as a group may contact thenon-management Directors at the following website: www.ferrodirectors.com. Thenon-management Directors will handle such communications with appropriate confidentiality.

Security Ownership of Certain Beneficial Owners and Management

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Stock Ownership by Directors and Executive Officers

Ferro encourages share ownership by its Directors and executive officers and has ownership guidelines as described in the Executive Compensation Discussion & Analysis. The information below shows beneficial ownership of Common Stock by (i) each current Director and the nominees forre-election, (ii) each executive officer named in the Summary Compensation Table on page 3231 below, and (iii) all current Directors and current executive officers as a group. Except as otherwise noted, each person has sole voting and investment power as to his or her shares of Common Stock. The information set forth below is as of March 16, 2015.15, 2018.

Security Ownership of Certain Beneficial Owners and Management

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Stock Ownership by Other Major Shareholders

The following table sets forth information about each person known by us to be the beneficial owner of more than 5% of Ferro’s outstanding Common Stock.

Executive Compensation Discussion & Analysis

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EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS

Set forth belowThis Executive Compensation Discussion & Analysis (CD&A) is intended to provide investors with an understanding of our compensation policies and a description of the process by which the Company, through its Compensation Committee, setsset the compensation of its Chief Executive Officer, Chief Financial Officer and the two other membersmember of the Senior Management Committee for 2014 (each2017, each a “named executive officer”).:

Executive Summary — 2014 Company Performance

The Company continued to executeFerro is a company that has undergone significant transformation over the last few years. Through successful execution of its value creation strategy implemented in the latter part of 2012, resulting in improved competitiveness“Value Creation Strategy,” Ferro divestednon-core businesses, acquired strategic businesses, changed its culture, and profitability. In addition, the Company made significant progress transforming intohas become a focused performance materialsand fundamentally stronger business. Today, Ferro is a leading functional coatings and color solutions company by divestingwith dramatically improved profitability.

Ferro now is a leader in its core markets and is on a pathway of growth. Organic growth has been revitalized and, in four years, the majorityCompany has completed over a dozen acquisitions, includingDip-Tech Ltd., S.P.C. Group s.r.l. and Smalti per Ceramiche, s.r.l., Gardenia Quimica S.A., and Endeka Group in 2017. The improved financial performance resulting from successful execution of the Value Creation Strategy became more apparent in 2016 and 2017, as revenue, gross profit, andpre-tax income all increased relative to the prior year.

In 2017, Ferro launched phase four of its organic chemicals-based product lines.Value Creation Strategy: dynamic innovation and optimization. In this phase, Ferro is focused even more intensely on innovative products and services that address customer needs and align with broader macro-economic trends and on optimization initiatives that improve the way we do business and drive efficiencies throughout our operations.

How Ferro Has Improved from 2013 to Today

In 2013, the Company announced its Value Creation Strategy, which would transform Ferro from a diversified specialty chemicals company to a focused functional coatings and color solutions company. The plasticsValue Creation Strategy has centered on:

1) streamlining operations and reducing operating cost;

2) divesting underperforming andnon-core businesses; and

3) pursuing high-value growth opportunities.

The objective was to narrow the Company’s focus to enable it to leverage its strengths. These strengths include:

1) business assets were divested on July 1platforms that share core competencies such as color innovations, glass technology, application science, particle engineeringknow-how and formulation customization;

2) shared manufacturing infrastructures and processes across business platforms;

3) leadership positions in niche markets; and

4) the North American polymer additives assets were divested on December 19, better positioningability to collaborate with customers to offer customized formulations.

Execution of the company for the growth-orientedfirst phase of the plan, which included implementing cost reduction measures and eliminating inefficiencies, significantly improved the Company’s profitability through improved gross profit and reduced Selling, General and Administrative (“SG&A”) expense. In the second phase of the strategy, the Company divested fivenon-core businesses during 2013 and 2014, which resulted in decreased revenue in the short term but enabled the Company to focus on the businesses reflecting its core strengths. The divestitures also generated cash to position the Company to acquirehigher-growth, higher-margin businesses in the third phase of the strategy.

Moving into its growth phase,

Executive Compensation Discussion & Analysis

Over the period 2014-2017, the Company expects to increase salescompleted more than a dozen acquisitions that complement its core businesses, provide attractive margins, and profitability by introducing new products and expandingimprove its business through value-creating investments. New product sales delivered over $67 million of revenuecapabilities in 2014. In addition, on December 1, 2014, the companyimportant growth markets. The businesses that Ferro acquired Vetriceramici S.p.A., a leading supplier of ceramics coatings to high-end tile manufacturers.

Net sales for 2014 were $1.1 billion compared with net sales of $1.2 billion in 2013. Of the decline, $74.7 million relatedare adding to the saletop line, while also improving profit margins and earnings. The Company has achieved sustained organic growth over the past 18 months, with growth in product lines across the Company’s portfolio.

Management’s successful execution of the North AmericanValue Creation Strategy has resulted in a more focused company with greater operational efficiency and Asia metal powders businessesan emphasis on core competencies that distinguish it competitively. As a result, on a continuing business and the exit of solar pastes. Foreignconstant currency rates adversely impacted sales by an estimated $20 million. Excluding these items, sales from continuing operations increased by approximately 2.0%. Gross profit increased by $7.4 million compared with 2013, primarily due to increased sales andbasis, adjusted gross profit margin increased from 25.7% in 2013 to 30.4% in 2017² and adjusted EBITDA increased from $100.8 million in 2013 to $234.2 million in 2017³.

Set forth below are the Performance Colorskey components of each phase of our Value Creation Strategy.

Executive Compensation Discussion & Analysis

The Compensation Committee of the Board regularly monitors compensation relative to the market. The Committee recognized that the CEO’s target compensation rose above the 50^th percentile of market pay, which the Compensation Committee generally targets for executive compensation. The Committee chose not to penalize the CEO by reducing his compensation when he was successfully leading the Company’s execution of its Value Creation Strategy. In setting compensation for Mr. Thomas for 2017, the Compensation Committee determined not to make any increase to his base salary, target bonus or long-term incentives from the prior year levels, thereby bringing his compensation closer to the market, but still providing the opportunity for appropriate reward for strong performance. As the Company’s size changes, the Committee will continue to monitor the relative positioning of our CEO’s and Glass segment. As a percentage of net sales, excluding precious metals, the gross profit rate increased to 26.8% from 25.4% in 2013.

Return on invested capital from continuing operations for 2014 was 9.6%Named Executive Officers’ (“NEOs”) pay and adjust or not adjust accordingly while considering factors beyond just market pay, i.e., including one monthstrategy execution, performance, retention and attraction of operating results from Vetriceramici and the invested capital associated with the acquisition. Adjusting to exclude Vetriceramici, return on invested capital from continuing operations was 11.3% compared with 7.5% for the full year 2013.talent.

Say-on-Pay

The Compensation Committee considered the most recent “say-on-pay” non-binding“say-on-pay” shareholder advisory vote held in April 20142017 regarding the named executive officers’ 2013NEOs compensation to be supportive of the Company’s pay practices. Approximately 95%97% of shareholders whoshareholder votes cast a vote on our “say-on-pay” proposal votedwere in favor of our namedthe executive officer compensation for 2013.as described in our proxy statement. The Company has achieved an average 95% of votes cast in favor of the executive officer compensation over the past five years. The Compensation Committee considered the outcome of the most recent “say-on-pay”“say-on-pay” vote and shareholder perspectivesthe views of shareholders shared with management and concluded that neither suggested a need for consideration of any significant changes to compensation practices for 2015.at this time.

ImplicationsComponents of 2014Compensation and Alignment between Compensation and Performance on 2014 Pay

The Company’s

Base Salary: An executive’s base salary is cash compensation plans have been designed with strong linkage betweenthat is generally not at risk and is paid to the financialexecutive regardless of the performance of the Company and the payouts made to executive officers. The in a particular year.

Annual Incentive Plan (“AIP”): The AIP enables executives to be rewarded for Company performance and shareholder returns. It is structured to deliver incentive payouts at the 50^th percentile of the competitive market for achievement of target financial performance. The Committee may adjust AIP performance results to account for certain special charges in exceptional or extraordinary circumstances where the effects of the charges are auditable. At the Committee’s discretion, AIP payments earned by the CEO and each executive officer related to established financial AIP goals are establishedmay be adjusted upward or downward by as much as 20% to reflect individual performance in a given year.

Executive Compensation Discussion & Analysis

For 2017, the bonus was determined by EBITDA (70% weighting), budgeted net sales growth (20%), and strategic goals (10%) as described on page 25, based on the budget in the annual operating plan approved by the Board of Directors and, for 2014,

Executive Compensation Discussion & Analysis

Best Practices of the Executive Compensation Program

In addition to its pay for performance character, the integrity of the Company’s executive compensation program is reinforced by the following:

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Executive Compensation Philosophy and Guiding Principles

Ferro is committed to the following guiding principles in the design of its executive compensation program.

Executive Compensation Discussion & Analysis

Remain Competitive: Target aggregate expenditures for each compensation element at the 50th percentile of competitive market practices, which includes peer companies as well as other organizations that participate in a similar industry and have comparable revenues.

Executive Compensation Discussion & Analysis

The general industry group represents companies from a broader range of industries, and is composed of 20 companies with revenues higher and 20 companies with revenues lower than the Company. The Compensation Consultant provides this list of companies and their pay practices to the Committee. Pay practices for the general industry group, all of which are reported to the Equilar database, establish a secondary reference point to confirm the validity of the findings from the custom peer group proxy statement analysis, and provide a broader perspective on compensation practices across the market within which the Company competes for senior executives.

Data from the customThe peer group and general industry group wereapproved at the Committee’s June 2016 meeting was used to identify competitive base salaries, annual incentive targets, target total cash compensation, long-term incentives and total direct compensation (cash compensation plus long-term incentives) for the CEO and other members of the Senior Management Committee. These competitive pay levels served as a basis for the Committee’s annual review of the Company’s pay programs. The Committee and the CEO considered this informationfactor in establishing base salaries, annual incentive targets and long-term incentive awards. The Committee approves all pay decisions related to the named executive officers and other members of the Senior Management Committee, if any.

The Committee recognized that, as a consequence of the divestitures of the solar paste assets and pharmaceutical and metal powders businesses during 2013, the Company’s revenues had declined and the custom peer group should be revised accordingly. In mid-2014, with the advice of the Compensation Consultant, the Committee approved a new custom peer group:making February 2017 compensation decisions.

20142017 Executive Compensation Decisions

At its February 20, 201415, 2017 meeting, the Committee reviewed the current levels of pay for the Senior Management Committee.executive officers. The Committee considered the competitive market data provided by the Compensation Consultant for base salary, annual incentive targets and long-term incentive awards, the recommendations of the CEO, and the experience, tenure and performance of each executive. After discussion,

Below are the Committee approved an increase to Mr. Thomas’s base salary of 4.0% to $865,000 and base salary increases for the balance of the named executive officers ranging from 3.0% to 4.4%. No changes were made to then-existing target AIP percentages.decisions:

The Committee also approved long-term incentive grants to Messrs.Mr. Thomas, RutherfordMr. Schlater and Mr. Duesenberg and Ms. Killian comprised of restricted share units, stock options and performance share units. In determining the size of long-term incentive award grants, the Committee evaluated competitive market data and discussed other relevant factors including the experience and retention of the NEOs, and the strategic direction of the Company. The Committee concluded that it would keep long-term incentive award calculated values consistent with 2016 award calculated values. The Committee established the goals for vesting of the performance share units for the2014-2016 2017-2019 performance period, basedas discussed on 2016 return on invested capital weighted at 70% and cumulative cash flow weighted at 30%.page 26.

Executive Compensation Discussion & Analysis

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OnAt its meetings in February 18, 2015,2017, the Committee reviewed the Company’s performance compared to the goals for determining payouts for the 20142017 AIP. Actual results at the corporate level were as follows:

Metrics		Weighting				2014 AIP Goals
						Threshold 25% Payout				Target 100% Payout				Maximum 200% Payout				Actual				Score
Operating Profit(1) ($ millions)			70	%		$	102.0			$	127.4			$	153.0			$	136.5				135.9	%
Cash Flow(2) ($ millions)			20	%		$	(8.0	)		$	1.9			$	12.0			$	31.9				200	%
Strategic Goals			10	%			25	%			100	%			200	%			180	%			180	%
Weighted Score																							153.1	%

				.

 

(1)

Operating ProfitEBITDA is calculated as grossoperating profit less sales, generalplus the depreciation and administrative expensesamortization included in operating profit.One-time charges, including restructuring, impairment charges and excludes restructuring charges, impairments, discontinued operations and other special items.are excluded from operating profit. For divestitures of the plastics business assets and the North America and United Kingdom polymer additives assets completed in 2014,made during 2017, actual results werewill be measured through the date of divestiture and budgeted performance assumed for the remainder of the year. Acquisitions made in 2017 are excluded from the calculation. The calculation will be made on a 2016 constant currency basis relative to the approved budget.

(2)

Budgeted Net Sales Growth is calculated as year over year change in net sales on a 2016 constant currency basis relative to the approved budget. For the remaining polymer additives business in Belgium,divestitures made during 2017, actual results werewill be measured through the date the business was moved into discontinued operations,of divestiture and budgeted performance assumed for the remainder of the year. Acquisitions made in 20142017 are excluded.

(2)

Cash Flow isexcluded from the change in net debt from year-end 2013 to year-end 2014. Net debt is total debt on the balance sheet less cash. The change in net debt excludes the net effects of the restructuring spend, the debt and cash effects of any acquisitions or divestitures and other special items.calculation.

The Committee also reviewed performance related to the Company’s strategic goals:goals. Reference page 20.

Restructuring and cost reduction programs: One year ahead of schedule in achieving planned cost reductions.

Operating excellence: Achieved return on invested capital goal of over 10% in the third quarter of 2014. OSHA recordable incident rate declined by 22%. Enterprise risk scores reduced in five areas.

Organic growth: Delivered over $67 million in new product revenues.

Completion of identified acquisitions and divestitures: The plastics business assets and the North American polymer additives business assets were divested over the course of the year. On December 1, the Company acquired Vetriceramici S.p.A., a leading supplier of ceramics coatings to high-end tile manufacturers.

Enhance capital structure: The recapitalization was completed on schedule ($300 million of term debt plus revolver).

Based upon the strong financial results, the achievements related to the strategic goals of the Company and discussion of each executive officer’s contributions during 2014,2017, the Committee determined that each of the executive officers would receive an AIP payout at the calculated performance score of 153.1%142.2% as follows: Mr. Rutherford, $468,000; Mr. Duesenberg, $357,000; and Ms. Killian, $310,000. The Committee also determined that Mr. Thomas would receive an AIP payout of $1,324,300.

The Committee also reviewed the results for the goal established for performance share unit grants awarded for the 2012-2014 performance period – the change in Ferro’s stock price relative to the change in stock price for a selected group of peer companies.

Group		Weight		Factor		Minimum 25%		Target 100%		Maximum 200%
Corporate		100%		Percentage Change in Stock Price Relative to Selected Peer Group		25th%		50th%		75th%

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The selected peer group included:

 

Albemarle Corporation Cabot Corporation  Executive Cytec, Inc.		AIP payout
Chemtura  Mr. Thomas W.R. Grace & Company H.B. Fuller Company		Hexcel Corporation Minerals Technologies$ OM Group	PolyOne Corporation1,298,600 Rockwood Holdings, Inc.
Mr. Schlater		RPM International A. Schulman, Inc.$ Sensient Technologies	Sigma Aldrich Corporation380,800 Solutia, Inc.
Mr. Duesenberg		$	390,300

Ferro’s stock price improvement over this period

Ferro Corporation 2018 Proxy Statement			25

Executive Compensation Discussion & Analysis

The Committee also reviewed the results for the goals established for performance share unit grants awarded in February 2015 for the 2015-2017 performance period:

				.

Total number of 118.8% was at the 85.7^th percentileshares earned, 172.8% of the peer group, resulting in a maximum payout to participants.amount awarded, was based on achievement of the 2017 Return on Invested Capital at 142.9% of target; achievement of the 2017 Gross Margin at 162.5% of target and the application of the 20% TSR Modifier. Actual payouts are shown below.