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 Registrant☒ Filed by a Party other than the Registrant☐

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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
20182020 PROXY STATEMENT AND ANNUAL MEETING YEARS OF INNOVATION

March 22, 201827, 2020

Dear Shareholder:

I cordially invite you to attend the 20182020 Annual Meeting of Shareholders of Ferro Corporation, which will be held on May 3, 2018.April 30, 2020. The meeting will be held at the Hyatt Place Cleveland/Lyndhurst/Legacy Village, 24665 CedarCleveland Marriott East, 26300 Harvard Road, Lyndhurst,Warrensville Heights, Ohio 44124,44122, and will begin at 9:00 a.m. (Eastern Time). At the 20182020 Annual Meeting, shareholders will (i) vote on the election of sevensix Directors, (ii) vote on the approval of the 2018 Omnibus Incentive Plan, (iii) vote in anon-binding advisory capacity to approve our executive compensation, (iv)(iii) 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, 2018,2020, and (v)(iv) transact such other business as may properly come before the 20182020 Annual Meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on March 15, 201812, 2020 are entitled to vote at the 20182020 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 or 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 20182020 Annual Meeting.

Very truly yours,

PETER T. THOMAS

Chairman, President, and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date: May 3, 2018April 30, 2020

Time: 9:00 a.m. EDT

Location: Hyatt Place Cleveland/Lyndhurst/Legacy Village, 24665 CedarCleveland Marriott East, 26300 Harvard Road, Lyndhurst,Warrensville Heights, Ohio 4412444122

Record Date: March 15, 201812, 2020

March 22, 201827, 2020

Meeting Agenda:

Important Notice Regarding the Availability of Proxy Materials for the 20182020 Annual Meeting of Shareholders of Ferro Corporation to Be Held on May 3, 2018:April 30, 2020:

This Proxy Statement and annual report to security holders are available athttp:https://phx.corporate-ir.net/phoenix.zhtml?c=73886&p=proxy.ferrocorporation.gcs-web.com/financial-information/annual-meeting.

We encourage shareholders to vote promptly as this will save the expense of additional proxy solicitation. Shareholders of record on the Record Date are entitled to vote in the following ways:

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, 2018.27, 2020.

Proxy Statement Summary

PROXY STATEMENT SUMMARY

The following summary highlights information relating to the 20182020 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

Executive Compensation Highlights

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

Proposal One

PROPOSAL ONE:

ELECTION OF DIRECTORS

At the 2018 Annual Meeting, the Shareholders will consider the election of seven Directors, each to serve aone-year term. Each of the nominees for election is a current Director.

As previously disclosed on December 14, 2017, Richard J. Hipple has chosen not to stand forre-election to the Company’s Board of Directors. Mr. Hipple will continue to serve as a member of the Company’s Board of Directors until the Annual Meeting. Mr. Hipple’s decision was not due to any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.

Nominees for Election at this Annual Meeting

The current terms of all Directors will expire on the day of the 20182020 Annual Meeting. Each of the current Directors will stand forre-election. At the Annual Meeting, the Shareholders will consider the election of six Directors, each to serve aone-year term.

Nominees for Election at this Annual Meeting

The Board has nominated Messrs. Hyland,Mr. Lorber, Ms. Ogilvie, Mr. Ross, Mr. Spizzo, Mr. Thomas, and Mr. Vargo and Ms. Ogilvie forre-election to the Board at this Annual Meeting. Set forth below is certain information about the Directors nominated by the Board forre-election at this Annual Meeting,Director nominees, including the skills and qualifications considered by the Governance & Nomination Committee and the Board of Directors in advancing these nominations.

Biographical Information:

On February 1, 2018, Mr. Hyland retired from his position as Executive Chairman 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 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.

Proposal One

Biographical Information:

Ms. Ogilvie has served as a director of Four Corners Property Trust, Inc., a real estate investment trust, since 2015, as a director for Evolution Petroleum Corporation, a U.S. petroleum producer, since 2017, and as a director for GCP Applied Technologies, Inc., a global provider of construction product technologies, since March 2019.

Previously, Ms. Ogilvie served as an Advisor to the Creditors’Creditors Committee for the Lehman Brothers International (Europe) Administration since 2008. Shefrom 2008 to 2018. Ms. Ogilvie also served within the last five years as a director of Forest City Realty Trust, Inc., Southwest Bancorp Inc., Seventy Seven Energy Inc., Zais Financial Corporation, LSB Industries, Inc., the Korea Fund, and Bemis Company. Prior to that, Ms. Ogilvie was a member of 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. Ogilvieshe 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 real estate investment trust, and LSB Industries, Inc., a chemical manufacturing company, and since December 2017 as a director for Evolution Petroleum Corporation, a U.S. petroleum producer.

Proposal One

		ALLEN A. SPIZZO Age:   First Became a Ferro Director:   Committee Assignments:     Other Public Company Board Directorships: Skills and Qualifications:		6062   2016   Compensation Committee (Chair) Audit Committee Compensation Committee A. Schulman, Inc.   Mr. Spizzo has extensive experience in the specialty chemicals industry. He has served in a number 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. Spizzo 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 Vice President and Chief Financial Officer of Hercules Incorporated (“Hercules”), a former 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 Hercules from July 2002 to March 2004. He served as Vice President, Investor Relations and Strategic Planning of Hercules from 2000 to July 2002. Prior to that, he served in other capacities with Hercules since 1979.

Mr. Spizzo currently servespreviously served on the boardboards of directors offor A. Schulman, a specialty materials company. He recently served on the board of directors forcompany, until its sale in 2018, Global Specimen Solutions, Inc. until its sale in 2017, and served on the board of directors of OM Group, Incorporated until its sale in 2015.

Proposal One

		RONALD P. VARGO
		Age:		6365
		First Became a Ferro Director:		2009
		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, and EnerSys, a global leader in stored energy solutions for industrial applications.

Proposal One

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 20182020 Annual Meeting, in the unlikely event that any of them does not stand forre-election, the shares represented by proxy at the 20182020 Annual Meeting may be voted for the election of a substitute nominee named by the Board.

Board Composition and Diversity

Presented below is a depiction of the expected independence and tenure of our Board of Directors immediately following the 20182020 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 principleCorporate 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. The Board believes that it benefits from being comprised of men and women with a rich diversity of backgrounds and experiences, who work together in a positive and collegial fashion and demonstrate the ability to act effectively on behalf of all of the Company’s shareholders.

Vote Required for Approval

The sevensix 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,Mr. Lorber, Ms. Ogilvie, Mr. Ross, Mr. Spizzo, Mr. Thomas, and Vargo and Ms. Ogilvie.Mr. Vargo.

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,Mr. Lorber, Ms. Ogilvie, Mr. Ross, Mr. Spizzo, Mr. Thomas, and Vargo and Ms. Ogilvie.Mr. Vargo. 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 2017,2019, the Board met 811 times. Each Director attended at least 75% of the total number of Board and respective committee meetings held during his or her tenure, with the exception of Mr. Hyland who was confronted with certain health issues during 2017 that precluded his full participation.year. In accordance with Ferro’s Corporate Governance 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 20172019 Annual Meeting.

Corporate Governance

CORPORATE GOVERNANCE

Corporate Governance Attributes and Principles

The Board of Directors and management believe that good corporate governance enhances investor confidence and increases shareholder value. Key attributes of Ferro’sCertain corporate governance include:

Corporate Governance

Board Committees

The Board of Directors has an Audit Committee, Compensation Committee and Governance & Nomination Committee. Copies of the charters for each of the committees are posted on the Company’s website (www.ferro.com), under “Investor Relations”“Investors; Corporate Governance” and are available to any stockholdershareholder in hard copy upon request to the Company. Information regarding the committees is set forth in the following table:

Corporate Governance

Director Nomination Process

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 considers 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 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 collegial fashion, benefit Ferro and Ferro’s shareholders by creating a strong and effective Board.

The Governance & Nomination Committee will consider candidates for the Board who are recommended by shareholders in accordance with the provisions in the Company’s Amended and Restated Code of 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 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 Director of the Company, if elected, and a representation regarding the nominee’s voting commitments or actions as a 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.

Board Leadership Structure

Ferro’s Board leadership structure consists of a combined CEO and Chairman of the Board, along with an independent Lead Director. 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 to fulfill its responsibilities, and allows for productive and effective Board meetings.

Ferro’snon-management Directors, all of whom are independent, meet at regularly scheduled executive sessions several times each year. These sessions are chaired by the Lead Director. Neither the CEO nor any other member of management attends these sessions except in limited circumstances if requested by thenon-management Directors. Following each executive session, the Lead Director or the othernon-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. 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 examines the Company’s corporate governance policies and leadership structure on an ongoing basis.

Board Education

Ferro encourages its Directors to participate in recommended continuing education programs focused on current topics of importance to boards, best practices in corporate governance, and legal and ethical responsibilities of directors. The Company reimburses Directors for their expenses associated with attending one director education conference each year. Director education also is provided during board meetings and may include materials and presentations developed internally or by third parties.

Environmental, Social and Governance Considerations

Ferro is committed to operating in a manner that upholds the reputation of our Company. In the area of environmental, social and governance (“ESG”) issues, our Board of Directors leads by example, recognizing a range of stakeholders and receiving regular updates on such issues from management. Among other things, management regularly discusses with the Board legal, compliance, and ethical issues, including company policies, practices, and training.

Ferro long has recognized the value of attending to ESG considerations. The Chief Executive Officer, General Counsel, the Director of Environmental, Health and Safety, and many other employees monitor and manage ESG issues within our value chain. Ferro seeks to source responsibly, protect employee safety, develop environmentally friendly products and drive efficiencies in our manufacturing footprint, to name just a few areas of focus. The Company also seeks to ensure accountability for meeting ESG standards. For example, with respect to workplace safety, Ferro ties performance on safety targets to the compensation of executives and managers, including the CEO.

In 2019, we engaged with internal and external stakeholders on ESG topics and conducted an ESG materiality assessment. The outcomes of the assessment will inform the priorities within our ESG strategy.

Succession Planning

Our Board considers management development and succession planning to be a critical part of the Company’s long-term strategy, and has an ongoing program for senior leadership development and succession. The full Board oversees CEO and senior management development and succession plans and each year formally reviews these plans with our CEO. The Board regularly discusses potential CEO candidates and their development and preparedness.

Discussions with the Board regarding management development and succession planning include consideration of the skills, performance, and characteristics of the CEO and other key senior managers and their likely successors, other high-potential associates, the talent pipeline, key hiring decisions and organizational changes, and plans for identification, mentoring, and continuing development of potential internal candidates for leadership positions within the Company.

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.

Corporate Governance

The Audit Committee has the central role in risk management 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 assessment and management of risks, including international trade, anti-corruption, and cybersecurity, 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 Executive Officer (“CEO”), Chief Financial Officer (“CFO”), headHead 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 riskrisks 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 regarding compensation-related risks. The GoveranceGovernance & 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

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 theseour legal and ethical policies may be found on Ferro’s website (www.ferro.com), in our Code of Business Conduct, 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, which 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 transactions. Any shareholder

Shareholders may communicate with the Board, the Chair of the Board, the Lead Director, a Board committee, thenon-employee Directors as a group, or other interested party that wishesindividual Directors by sending written communications addressed to communicate directly and confidentially withthe Board of Directors, a Board committee or such individual Director or Directors, to: Secretary, Ferro Corporation, 6060 Parkland Boulevard, Suite 250, Mayfield Heights, Ohio 44124 USA.

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Our Secretary generally will initially review communications before forwarding them to members of the Board to whom the communication is directed or, if the communication is not directed to any specific member(s) of the Board, to the Chair of the Board, the Lead Director or thenon-management Directors as Chair of the Governance & Nomination Committee. We reserve the right to not forward a group may contactshareholder communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about thenon-management Directors at Company. Concerns about accounting or auditing matters or possible violations of our any of our policies should be reported pursuant to the following website: www.ferrodirectors.com. Thenon-management Directors will handle such communications with appropriate confidentiality.procedures outlined in our legal and ethical policies.

Security Ownership of Certain Beneficial Owners and Management

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 3130 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 15, 2018.12, 2020.

Security Ownership of Certain Beneficial Owners and Management

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.

Stock.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our officers and Directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, Directors and greater than ten percent shareholders are required by SEC regulation to furnish Ferro with copies of all Section 16(a) forms they file.

To Ferro’s knowledge, based solely on review of the copies of such reports furnished to Ferro, during the fiscal year ended December 31, 2017, or with respect to such fiscal year, all Section 16(a) filing requirements were met.

Executive Compensation Discussion & Analysis

EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS

This 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, set the compensation of its Chief Executive Officer, Chief Financial Officer and the other member of the Senior Management Committeeelected executive officer for 2017,2019, each a “named executive officer” or “NEO”:

Executive Summary

Ferro is a company that has undergone significant transformation over the last fewin recent years. Through successful execution of its “Value Creation Strategy,” Ferro has transformed from a diversified chemicals and materials company to a focused coatings and color solutions company. Ferro divestednon-core businesses, acquired strategic businesses, changed its culture, and has become a focused and fundamentally stronger business. Today, Ferro is

When we established our value creation strategy in 2012, we expected that acquisitions and divestitures would be key actions to enhance Ferro’s portfolio of businesses. In the years that followed, we have engaged in a leadingnumber of transactions, improving Ferro’s competitive position and profitability. We have acquired businesses to expand our technology platforms and extend our leadership in functional coatings and color solutions company with dramatically improved profitability.solutions. And we have divested businesses that could experience greater prosperity outside of Ferro and provide the remaining portfolio enhanced value creation optionality. The recent agreement announced in December 2019 to sell the Tile Coatings business continues along this strategic path.

Ferro now is a leaderWe continue to improve the Company’s performance in its core markets and isthe current phase of our strategy as we focus on a pathway of growth. Organic growth has been revitalized and, in four years, the Company 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 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 Value 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 platforms 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 ability to collaborate with customers to offer customized formulations.

Execution of the first 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,

Executive Compensation Discussion & Analysis

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.

Executive Compensation Discussion & Analysis

Base Salary: An executive’s base salary is cash compensation that is generally not at risk and is paid to the executive regardless of the performance of the Company in a particular year.

Annual Incentive Plan (“AIP”): The AIP enables executives to be rewarded for Company performancefinancial and shareholder returns. It is structuredoperating performance. We structure the targets in the AIP to deliver incentive payouts ataround the 50^th percentile of the competitive market for achievement of target financial performance.market. 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 goals may be adjusted upward or downward by as much as 20% to reflect achievement of individual performance in a given year.

Executive Compensation Discussion & Analysis

Consistent with the methodology followed in 2016,past years, the number of shares granted on February 15, 201720, 2019 was calculated based on the average closing stock price during the prior calendar month. The use of an average stock price mitigates the possibility that a significantone-day change in stock value will have a material impact on the number of stock options or share awards granted. For grants made on February 15, 2017,20, 2019, the average closing price during the month of January 20172019 used to determine the awards was $14.49$16.31 and the actual grant date share price reported in the Summary Compensation Table (“SCT”) was $14.27.

Executive Compensation Discussion & Analysis

Oversight of Executive Compensation

Executive Compensation Peer Group

For compensation decisions made in February 2017,2019, the Compensation Consultant provided competitive market data for both a custom compensation peer group and a40-company general industry group.

The companies comprising the custom peer group were selected based on factors including company size (e.g., revenues, market capitalization and employees), products,end-use markets and degree of global operations. The annual revenues for the peer group companies generally ranged fromone-half to two times the Company’s annual revenues, and these companies overlapped significantly with the Company’s businesses andend-use markets.

Data for the custom peer group comes from the Equilar database and, for companies not reporting the information to Equilar, from proxy disclosures. Market Data from the custom compensation peer group and general industry group were 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 executive officers. These competitive pay levels served as a basis for the Committee’s annual review of the Company’s pay programs. The Committee considered this information in establishing base salaries, annual incentive targets, and long-term incentive awards. The Committee approves all pay decisions related to the NEOs and other membersexecutive officers, if any.

The companies comprising the compensation peer group were selected based on factors including company size (e.g., revenues, market capitalization, and employees), products,end-use markets, and degree of global operations. The annual revenues for the Senior Management Committee, if any.peer group companies generally ranged fromone-half to two times the Company’s annual revenues, and these companies overlapped significantly with the Company’s businesses andend-use markets.

Executive Compensation Discussion & Analysis

The compensation peer group approved at the Committee’s July 2018 meeting was used as a factor in making February 2019 compensation decisions. The peer group is consistent with prior years.

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.

The peer group approved at the Committee’s June 2016 meeting was used as a factor in making February 2017 compensation decisions.

20172019 Executive Compensation Decisions

At its February 15, 201720, 2019 meeting, the Committee reviewed the current levels of pay for the 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.

Below are the base salary and target AIP decisions:

The Committee also approved long-term incentive grants to Mr. Thomas, Mr. Schlater, and Mr. Duesenberg comprised of restricted share units (20%), stock options (30%), and performance share units.units (50%). 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 20162018 award calculated values.values for Mr. Thomas and Mr. Duesenberg with a 12.5% increase for Mr. Schlater to align him with the market median. The Committee established the goals for vesting of the performance share units for the 2017-20192019-2021 performance period, as discussed on page 26.24.

Executive Compensation Discussion & Analysis

At its meetings in February 2017,2020, the Committee reviewed the Company’s performance compared to the goals for determining payouts for the 20172019 AIP. Actual results at the corporate level were as follows:

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

Based upon the financial results, the achievements related to the strategic goals of the Company and discussion of each executive officer’s contributions during 2017,2019, the Committee determined that each of the executive officers would receive an AIP payout at the calculated performance score of 142.2%37.4% as follows:

Executive Compensation Discussion & Analysis

The Committee also reviewed the results for the goals established for performance share unit grants awarded in February 20152017 for the 2015-20172017-2019 performance period:

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Total number of shares earned, 172.8% of the 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.

Based on the results, the following payouts were made to executive officers:

Executive Compensation Discussion & Analysis

Total number of shares earned, 146.6% of the amount awarded, was based on achievement of the Three-Year Average Adjusted Free Cash Flow from Continuing Operations on Invested Capital at 200.0% of target; achievement of the Cumulative Gross Profit at 93.1% of target; and the application of the 20% TSR Modifier. Actual payouts are shown below.

2019 Executive Compensation Pay Considerations

The Compensation Committee of the Board regularly monitors compensation relative to the market and generally targets executive compensation at the 50^th percentile of competitive market practices. In setting compensation for Mr. Thomas for 2019, the Compensation Committee determined to increase his base salary 3%, maintain at 100% his target bonus, and maintain his long-term incentives, thereby positioning his compensation at the aggregate 50^th percentile and 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 NEOs’ pay and adjust or not adjust accordingly while considering factors beyond just market pay, i.e., including strategy execution, performance, retention, and attraction of talent.

Additional Information Concerning Executive Compensation

Use of Tally Sheets

In 2017,2019, the Compensation Committee reviewed comprehensive tally sheets illustrating the total compensation for the most recent two years for each NEO and the compensation and benefits payable upon termination, including voluntary termination, involuntary separation, and change in control.

Executive Compensation Discussion & Analysis

Consequently, the primary retirement benefits for executive officers are a qualified defined contribution 401(k) plan, called the Ferro Corporation 401(k) Plan (the “401(k) Plan”), and its companionnon-qualified defined contribution plan, called the Ferro Corporation Supplemental Defined Contribution Plan for Executive Employees (the “Supplemental 401(k) Plan”). Eligible earnings include both the base salary and AIP award amounts. The Supplemental 401(k) Plan primarily provides participants with Company contributions that would have been made to their 401(k) and basic pension contribution accounts under the 401(k) Plan were it not for tax law limitations. The Supplemental 401(k) Plan allows participants the option of a deemed investment in either Common Stock or the stable asset fund under the 401(k) Plan. No premium or guaranteed investment return is provided.

Deferred Compensation Plan

Executive officers are eligible to participate in the Ferro Corporation Deferred Compensation Plan for Executive Employees (the “Deferred Compensation Plan”). There are no executive officers participating in the Deferred Compensation Plan at this time and no executive officer has a balance in the Deferred Compensation Plan. Deferrals under the plan have been suspended since 2010.

Change in Control Agreements

For many years, the Board has recognized that there is always a possibility of a fundamental change in the Company’s ownership and control through a “change in control.” Any such threatened or actual change in control would create uncertainties and raise questions that could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. In light of these facts, the Board determined that appropriate steps needed to be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in the face of potentially disruptive circumstances arising from the possibility of a change in control. Consequently, the Company has entered into change in control agreements with each of the executive officers. Change in control agreements do not include an excise taxgross-up or a modified single trigger provision, except for those agreements entered into prior to 2010, and only one NEO has a grandfathered agreement. For additional information on payments to executive officers as a result of a change in control, see the discussion under Termination and Change in Control Payments beginning on page 39.

Executive Compensation Discussion & Analysis

CEO Pay Ratio

We are providing the following information about the ratio of the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer, Peter Thomas, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K:

For 2017,2019, our last completed fiscal year:

We are a global company with consolidated subsidiaries in over 30 countries. Approximately 86%89% of our employees are located outside of the United States, with many in lower cost jurisdictions. We compete for talent locally and have different compensation structures depending on the location and the nature of the business operations conducted at each of our locations (e.g. research and development, manufacturing, sales, etc.).

The following describes how we identified the median of the annual total compensation of all our employees, as well as the annual total compensation of the “median employee,” including the methodology and the material assumptions, adjustments, and estimates that we used.

We determined that, as of December 31, 2017,2019, we had 5,6825,922 employees, as disclosed in our Annual Report on Form10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2018March 2, 2020 (our “Annual Report”). We included approximately 600 employees of companies we acquired during 2017.

Because of the different elements of compensation in different jurisdictions, we believe base salary, which is a fixed and primary element of compensation, is an appropriate measure to determine the median employee. We maintain base salary information for all employees, and we converted salaries to U.S. dollars to determine the median employee. We did not make anycost-of-living adjustments in identifying the median employee. Based on this methodology, we determined that our median employee is a production worker in France with a base salary of $26,710.$26,242.

Once we identified the median employee, we calculated that employee’s annual total compensation for 20172019 in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K, resulting in annual total compensation of $38,145.

Executive Compensation Discussion & Analysis

$39,376. The difference between such employee’s wages and overtime pay and the employee’s annual total compensation represents the estimated value of such employee’s seniority allowance, extra hour pay, and shift allowance, but does not include state sponsored health and retirement benefits.

20172019 Executive Compensation

20172019 EXECUTIVE COMPENSATION

The following table shows the elements of compensation paid or earned during the last three years to the Chief Executive Officer, the Chief Financial Officer, and the Company’s other executive officer as of December 31, 2017:2019:

Summary Compensation Table

2019 Executive Compensation

20172019 Executive Compensation

Grants of Plan-Based Awards

The following table sets forth information regarding 20172019 awards under the AIP and under the LTIP,i.e., awards of performance share units, restricted share units and stock options to each of the executives and former executives named in the Summary Compensation Table:

Grants of Plan-Based Awards