DEF 14A

By Telephone

In the U.S. or Canada,
you can vote your shares by calling

1-800-690-6903.

By Internet

You can vote your shares online at www.proxyvote.com. You will need the 16-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.

By Webcast

You can vote your shares online

during the live virtual webcast of the Annual Meeting

DEF 14A 1 d145631ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-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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☐	Preliminary Proxy Statement

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☑	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under Rule 14a-12

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):

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LOGO

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 25, 2021

Dear Shareholder:

I cordially invite you to attend the 2021 Annual Meeting of Shareholders of Ferro Corporation, which will be held on April 29, 2021. The meeting will be held by live online webcast and will begin at 9:00 a.m. (Eastern Time). You will be able to attend the meeting and vote your shares electronically by visiting www.virtualshareholdermeeting.com/FOE2021. You must have your sixteen-digit control number that is shown on your notice of electronic availability of proxy materials or your proxy card if you receive your proxy materials by mail. You will not be able to attend the meeting in person.

At the 2021 Annual Meeting, shareholders will (i) vote on the election of six Directors, (ii) vote in a non-binding advisory capacity to approve our executive compensation, (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, 2021, (iv) vote on a shareholder proposal, if properly presented at the Annual Meeting, and (v) transact such other business as may properly come before the 2021 Annual Meeting or any adjournment or postponement thereof.

Shareholders of record at the close of business on March 18, 2021 are entitled to vote at the 2021 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 virtually.

I look forward to seeing you at the 2021 Annual Meeting.

Very truly yours,

PETER T. THOMAS

Chairman, President, and Chief

Executive Officer

LOGO

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date: April 29, 2021

Time: 9:00 a.m. EDT

Location: Live online webcast that is available at www.virtualshareholdermeeting.com/FOE2021

Record Date: March 18, 2021

March 25, 2021

Meeting Agenda:

•

Election of six nominees to the Board of Directors

•

An advisory vote to approve executive compensation

•

Ratification of the appointment of Deloitte & Touche LLP as independent accountants for 2021

•

A shareholder proposal, if properly presented at the Annual Meeting

•

Transact any other business that may properly come before the meeting

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Shareholders of Ferro Corporation to Be Held on April 29, 2021:

This Proxy Statement and annual report to security holders are available at https://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 25, 2021.



TABLE OF CONTENTS

	Page
PROXY STATEMENT SUMMARY		1

Governance Highlights		2
Executive Compensation Highlights		3


PROPOSAL ONE: ELECTION OF DIRECTORS		4

Nominees for Election at this Annual Meeting		4
Board Composition and Diversity		8
Vote Required for Approval		8
Board Recommendation		8
Board Meetings and Attendance		8


CORPORATE GOVERNANCE		9

Corporate Governance Attributes and Principles		9
Director Independence		9
Majority Voting Policy		9
Board Committees		10
Director Nomination Process		11
Board Leadership Structure		11
Board Education		12
Commitment to Sustainability		13
Succession Planning		16
Board’s Role in Risk Management Oversight		16
Shareholder Engagement		17
Other Corporate Governance Measures		17


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		18

Stock Ownership by Directors and Executive Officers		18
Stock Ownership by Other Major Shareholders		19


EXECUTIVE COMPENSATION DISCUSSION & ANALYSIS		20

Executive Summary		20
How Ferro Has Improved from 2012 to Today		20
Say-on-Pay		21
Components of Compensation and Alignment between Compensation and Performance		22
Pay for Performance		24
Executive Compensation Program Attributes		26
Executive Compensation Philosophy and Guiding Principles		26
Oversight of Executive Compensation		26
Executive Compensation Peer Group		27
2020 Executive Compensation Decisions		28
2020 Executive Compensation Pay Considerations		31
Additional Information Concerning Executive Compensation		31
Mitigation of Excessive Risk-Taking		32
CEO Pay Ratio		33


						2021 PROXY STATEMENT				i



TABLE OF CONTENTS

	Page
2020 EXECUTIVE COMPENSATION		35

Grants of Plan-Based Awards		37
Outstanding Equity Awards, Option Exercises and Vesting of Stock Awards		39
Post-Employment Compensation		41
Non-Qualified Deferred Compensation		42
Termination and Change in Control Payments		43
Director Compensation		49


PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION		50

Vote Required for Approval		50
Board Recommendation		50


PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021		51

Vote Required for Approval		51
Board Recommendation		51


ACCOUNTING FIRM INFORMATION		52

Appointment of Independent Registered Public Accounting Firm		52
Fees		52


PROPOSAL FOUR: SHAREHOLDER PROPOSAL REGARDING SIMPLE MAJORITY VOTE		54

Shareholder Proposal and Shareholder’s Supporting Statement		54
Board of Directors’ Statement Regarding the Shareholder Proposal		55
Vote Required for Approval		55
Board Recommendation		55


RECOMMENDATIONS AND NOMINATIONS OF DIRECTORS AND SHAREHOLDER PROPOSALS FOR 2022 ANNUAL MEETING		56

Recommending a Candidate for our Board of Directors		56
Nominating a Person for Election as a Director under our Proxy Access Provisions		56
Making a Shareholder Proposal		57


GENERAL INFORMATION		58


MISCELLANEOUS		61


ii				2021 PROXY STATEMENT

Proxy Statement Summary

PROXY STATEMENT SUMMARY

The following summary highlights information relating to the 2021 Annual Meeting of Shareholders. Additional information is included elsewhere in this Proxy Statement.

2021 Annual Meeting of Shareholders


Voting Matters and Recommendations
Voting Matter		Board Recommendations

Election of six Directors		FOR ALL NOMINEES

Vote in a non-binding advisory capacity to approve our named executive officer compensation		FOR

Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2021		FOR

Vote on a shareholder proposal, if property presented at the Annual Meeting		AGAINST


						2021 PROXY STATEMENT				1

Proxy Statement Summary

Governance Highlights

The Company follows recommended practices in corporate governance, including the following:

✓ All Directors are elected annually

✓ Boardcommittees are 100% comprised of independent Directors under Ferro’s Guidelines for Determining Director Independence, which meet or exceed the independence guidelines and standards set forth by the New York Stock Exchange (“NYSE”)

✓ Onlyone Board member is a Company executive

✓ IndependentDirectors and Board committees meet regularly and frequently without management present

✓ Boardand committee evaluations are conducted annually

✓ EachDirector is subject to peer review

✓ Amajority of Director compensation is in the form of deferred stock units, which must be held until service as a Director ceases

✓ AllDirectors, officers, and employees are responsible for complying with Ferro’s policies on business conduct and ethics

✓ Ferro’sindependent registered public accounting firm, along with Ferro’s internal audit function, reports directly to the Audit Committee

✓ Ferrohas established procedures for shareholders to communicate with the Lead Director or the non-management Directors

✓ EachDirector on the Board owns shares of Common Stock or Common Stock equivalents, and such share equivalents received as compensation are retained until the Director departs the Board

✓ TheBoard has an independent Lead Director

✓ Amajority voting and resignation policy is in place for uncontested Director elections

✓ TheCompany has adopted proxy access, which provides shareholders the ability to nominate director candidates for inclusion in the Company’s proxy statement

✓ TheBoard follows published Corporate Governance Principles designed to ensure that the Board, through its membership, composition, and committee structure, is able to provide informed, competent, and independent oversight of the Company

✓ Eachcommittee of the Board has a published charter, which is reviewed and discussed at least annually

✓ Noneof our Director nominees serve on an excessive number of boards

✓ TheBoard is highly refreshed, with one Director serving 4 years or less, four Directors serving between 5 and 9 years, and one Director serving ten or more years

✓ Ferrohas a hotline available to all employees all employees and the Audit Committee has procedures in place for anonymous submission of employee complaints on accounting, internal accounting controls, and auditing matters, to encourage employees to report questionable activities to the legal department and Audit Committee

✓ TheCompensation Committee’s compensation consultant does not provide any services to Ferro other than those provided to the Compensation Committee


2				2021 PROXY STATEMENT

Proxy Statement Summary

Executive Compensation Highlights

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

✓ Thecompensation program is designed to reward long-term, sustainable value creation

✓ Executiveofficers are subject to stock ownership guidelines of six times salary for CEO and three times salary for other executive officers

✓ Aclawback policy provides for recoupment of incentive-based compensation paid as a result of a material misstatement of financial results

✓ Noexecutive officer has an employment agreement with the Company

✓ Long-termincentives comprise a significant portion of target compensation for executive officers (45%-62%)

✓ Restrictedstock awards to executives are generally subject to three-year incremental vesting

✓ Change-in-controlagreements entered into after 2009 do not include tax gross-ups

✓ Equityawards have double-trigger vesting for a change-in-control

✓ Employeesand Directors are not permitted to hedge their Ferro equity

✓ Executiveofficers receive no perquisites, such as financial counseling, tax preparation, company cars, club memberships, personal use of company aircraft or other allowances


						2021 PROXY STATEMENT				3

Proposal One

PROPOSAL ONE:

ELECTION OF DIRECTORS

The current terms of all Directors will expire on the day of the 2021 Annual Meeting. Each of the current Directors will stand for re-election. At the Annual Meeting, the Shareholders will consider the election of six Directors, each to serve a one-year term.

Nominees for Election at this Annual Meeting

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

DAVID A. LORBER*

Age:

First Became a Ferro Director:

Other Public Company
Board Directorships

Committee Assignments:

Skills and Qualifications:

*Lead Director

2013

PhenixFIN Corporation

Governance & Nomination Committee (Chair)

Compensation Committee

Mr. Lorber has significant financial, investment, M&A, and strategic corporate expertise. He also brings to the Board experience in corporate governance and business oversight as a result of having served on numerous other public company boards.

Biographical Information:

Mr. Lorber was appointed Chairman and Chief Executive Officer of PhenixFIN Corporation (formerly, Medley Capital Corporation), a closed-end, externally managed business development company, effective January 1, 2021 and has served as a director of PhenixFIN Corporation since April 2019. He is also a Co-Founder of FrontFour Capital Group LLC, an investment adviser, and has served as a Portfolio Manager since January 2007. Additionally, he is 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 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.


4				2021 PROXY STATEMENT

Proposal One


		MARRAN H. OGILVIE
		Age: First Became a Ferro Director: Committee Assignments:		52 2017 Audit Committee Governance & Nomination Committee
		Other Public Company Board Directorships:		Four Corners Property Trust, Inc. GCP Applied Technologies, Inc.
		Skills and Qualifications:		Ms. Ogilvie has more than 20 years of executive management and financial experience with diverse businesses, including growth-oriented international businesses. She also has significant experience as a director of public company boards.

Biographical Information:

Ms. Ogilvie has served as a director of Four Corners Property Trust, Inc., a real estate investment trust, since 2015, and as a director for GCP Applied Technologies, Inc., a global provider of construction product technologies, since March 2019. Ms. Ogilvie also has agreed to serve as a director of Oaktree Acquisition Corp. III, a special purpose acquisition corporation, effective upon the completion of its initial public offering.

Previously, Ms. Ogilvie served as an Advisor to the Creditors Committee for the Lehman Brothers International (Europe) Administration from 2008 to 2018. Ms. Ogilvie also served within the last five years as a director of Evolution Petroleum Corporation, 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, she served as Chief of Staff at Cowen Group, Inc. until 2010.

ANDREW M. ROSS

Age:

First Became a Ferro Director:

Committee Assignments:

Other Public Company Board

Directorships.

Skills and Qualifications:

2016

Audit Committee

Governance & Nomination Committee

GCP Applied Technologies, Inc.

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. Ross is the former President of the Pigments and Additives business of Rockwood Holdings, Inc. (“Rockwood”), a performance additives and titanium dioxide business that was sold to Huntsman Pigments in October 2014. Prior to that position, he served in various management roles and led initiatives at Rockwood that significantly increased the sales and profitability of its color pigments business, including several multi-national acquisitions, acquisition integrations, and operational efficiency optimization projects. Mr. Ross’ career has included senior leadership roles in family-owned, private equity-sponsored, and publicly traded companies. Mr. Ross currently serves as a member of the board of Bartek Ingredients, Inc., a privately held company. Mr. Ross has served as a director for GCP Applied Technologies, Inc., a global provider of construction product technologies, since 2020, and serves on the audit committee and strategy/operations/risk committee.


						2021 PROXY STATEMENT				5

Proposal One

ALLEN A. SPIZZO

Age:

First Became a Ferro Director:

Other Public Company
Board Directorships

Committee Assignments:

Skills and Qualifications:

2016

Periphas Capital Partnership Corporation

Compensation Committee (Chair)

Audit Committee

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 serves on the board of directors and is chairman of the audit committee of Periphas Capital Partnership Corporation (NYSE: PCPC), a special purpose acquisition company. He previously served on the boards of directors for A. Schulman, a specialty materials company, until its sale in 2018, Global Specimen Solutions, Inc. until its sale in 2017, and OM Group, Incorporated until its sale in 2015.

PETER T. THOMAS

Age:

First Became a Ferro Director:

Other Public Company
Board Directorships:

Skills and Qualifications:

2013

None.

Mr. Thomas brings to the Board a comprehensive understanding of Ferro’s business from his twenty years with the Company in various positions of executive leadership. His deep knowledge of the business and familiarity with day-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 also served as a director of Innophos Holdings, Inc., a leading international producer of specialty ingredient solutions for the food, health, nutrition, and industrial markets, until its acquisition by One Rock Capital Partners in 2020.


6				2021 PROXY STATEMENT

Proposal One

RONALD P. VARGO

Age:

First Became a Ferro Director:

Committee Assignments:

Other Public Company Board

Directorships:

Skills and Qualifications:

2009

Audit Committee (Chair)

Compensation Committee

EPAM Systems, Inc.

EnerSys

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.


						2021 PROXY STATEMENT				7

Proposal One

Each of the nominees has agreed to stand for re-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 2021 Annual Meeting, in the unlikely event that any of them does not stand for re-election, the shares represented by proxy at the 2021 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 2021 Annual Meeting, assuming the election of the nominees named in the proxy statement.

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. 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 six nominees who receive the greatest number of votes cast by the shares present, in person at the virtual meeting 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 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 Mr. Lorber, Ms. Ogilvie, Mr. Ross, Mr. Spizzo, Mr. Thomas, and 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 Mr. Lorber, Ms. Ogilvie, Mr. Ross, Mr. Spizzo, Mr. Thomas, and 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.

Board Meetings and Attendance

During 2020, the Board met 13 times. Each Director attended at least 75% of the total number of Board and respective committee meetings held during the year. In accordance with Ferro’s Corporate Governance Principles, the Directors are encouraged to attend the Annual Meetings of Shareholders. All of the Directors attended the 2020 Annual Meeting either in person or telephonically due to COVID-19.


8				2021 PROXY STATEMENT

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. Certain corporate governance attributes are listed on page 2. The Board has adopted Corporate Governance Principles, which 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. The Corporate Governance Principles may be accessed on Ferro’s website (www.ferro.com).

Director Independence

The Board has adopted Guidelines for Determining Director Independence. 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 Director nominees, other than Mr. Thomas, recommended by the Board for re-election qualify as “independent” under such Guidelines. The Guidelines may be accessed on Ferro’s website (www.ferro.com).

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 — an election in which the number of nominees for Director does not exceed the number of Directors to be 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 the 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.


						2021 PROXY STATEMENT				9

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 “Investors; Corporate Governance” and are available to any shareholder in hard copy upon request to the Company. Information regarding the committees is set forth in the following table:


AUDIT COMMITTEE	COMPENSATION COMMITTEE	GOVERNANCE & NOMINATION COMMITTEE

Responsibilities: The Committee is responsible for: • oversight of the integrity of Ferro’s financial statements • oversight of compliance with legal and regulatory requirements relating to Ferro’s financial reports • the appointment, retention, and oversight of Ferro’s independent registered public accounting firm • oversight of the performance of the internal audit function • oversight of the enterprise risk management function	Responsibilities: The Committee is responsible for: • recommending policies for the compensation of Directors • setting the compensation of the elected executive officers • oversight of management’s administration of significant employee compensation and benefit plans	Responsibilities: The Committee is responsible for: • recommending to the Board nominees for election as Directors • recommending to the Board criteria and qualifications for new Board members • recommending to the Board the composition and chair of each committee • overseeing adherence to the Corporate Governance Principles adopted by the Board
Independence: Each Committee member is independent under NYSE listing standards and as such term is defined in Rule 10A-3(b)(1)	Independence: Each Committee member is independent under NYSE listing standards, a “non-employee director” as defined in Section 16(b) of the Securities Exchange Act of 1934	Independence: Each Committee member is independent under NYSE listing standards
*Members:** Ronald P. Vargo, Chair Marran H. Ogilvie Andrew M. Ross Allen A. Spizzo	Members: Allen A. Spizzo, Chair David A. Lorber Ronald P. Vargo	Members: David A. Lorber, Chair Marran H. Ogilvie Andrew M. Ross
Number of meetings in 2020: 8	Number of meetings in 2020: 4	Number of meetings in 2020: 3

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 Board has chosen to designate Mr. Vargo as the “audit committee financial expert” for purposes of section 407 of the Sarbanes-Oxley Act. Mr. Vargo’s biography is on page 7.


10				2021 PROXY STATEMENT

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 for re-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’s non-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 the non-management 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 other non-management Directors deem appropriate. Mr. Lorber, the Chair of the Governance & Nomination Committee, currently serves as the Lead Director.


						2021 PROXY STATEMENT				11

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, recommended 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.


12				2021 PROXY STATEMENT

Corporate Governance

COMMITMENT TO SUSTAINABILITY

Ferro’s core values demonstrate our commitment to sustainability. We prioritize serving our customers with enthusiasm and integrity, creating a safe workplace, minimizing the impact to the environment, developing environmentally responsible products, and conducting business in an ethical and legal manner. We empower teams to develop forward-thinking ideas where innovation delivers performance, through (i) Customer Focus, (ii) Accountability and Performance, (iii) Innovative Thinking, and (iv) Teamwork and Collaboration. These values support our efforts to deliver products and services that enhance the world around us and reinforce our sustainability.

Environmental and Product Stewardship

Ferro believes that it is important to be mindful of how behaviors impact the environment. We look for opportunities to minimize the environmental impact from our operations and our products. It is our ongoing practice to have programs to protect our environment, employees, communities, and future generations. We embed the principles of a circular economy into our environmental, social and governance (“ESG”) practices globally through research and development, investments, and implementation of new technologies.

A core component of our strategy is to align our new product development and growth with “green” technologies. We are involved worldwide in research and development activities relating to sustainable products, services, and technologies for our customers. In 2020, our expenditures for product and application technology, including research and development, customer technical support, and other related activities, totaled $35.6 million.

Innovation at Ferro is about more than developing new products. It also is about being creative and resourceful in our operations. Whether it is new production processes and equipment or improving material performance, our pursuit of these objectives makes our customers more successful.

Our Ferro Environmental Standards management system provides the guidelines to go beyond compliance, requiring each of our facilities to establish, implement, and audit environmental programs. We also allow, and in many cases encourage, remote working for those positions for which it is appropriate, utilizing web conferencing and teleconferencing technologies. We provide company laptops to many of our associates, enabling them to work from home and avoid the energy consumption and pollution resulting from commuting to central locations.

In addition to the above, in 2020 we also:

✓ Implemented environmentally responsible products that mitigated waste in our supply chain

✓ Utilized recycling collection bins for aluminum, batteries, plastic, and paper in our offices

✓ Enhanced our physical facility environment with a tree planting initiative

Our environmental strategy going forward is based on mitigation, prevention, and opportunity. Ferro is continuously researching and designing innovative ways to boost efficiency. All Ferro manufacturing facilities are either currently certified or undergoing a review process to achieve ISO 14001, the international standard that specifies requirements for an effective environmental management system. In 2021 and beyond, we will continue to align with strategic partners to combine resources and expertise to find impactful ways to advance a circular economy.

These are just some of the ways that we create value for our business, customers, employees, and communities, while helping to protect our planet.


						2021 PROXY STATEMENT				13

Corporate Governance

Social and Culture

Ferro is a global company with an employee population representing a broad diversity of cultures, languages, ethnicities, religions and races. We believe that each individual has value and should be treated respectfully, no matter the individual’s background, culture, ability, age, ethnicity, race, sexual orientation, religious belief, or veteran’s status. We foster an inclusive work environment in addition to a culture of learning and innovation that enables our employees to contribute.

Our Board of Directors considers diversity when looking to fill Board vacancies. This long has long been a practice at Ferro, and is reflected the Company’s Corporate Governance Principles, which specifically states that the Board believes that its responsibilities can best be met if it is comprised of men and women with a rich diversity of backgrounds, skills, training, and experiences.

We are committed to pay equity and regularly review our compensation in an effort to provide fair pay to our employees. We maintain a pay-for-performance compensation structure where Ferro’s full-time employees participate in an annual goal-setting and performance evaluation process. In addition, we continually evolve our benefits plans to maintain competitive packages that reflect the needs of our workforce.

Health and safety are paramount at Ferro. This was demonstrated by our response to the COVID-19 pandemic. Ferro moved swiftly to respond to the challenges faced by our employees due to the COVID-19 pandemic, mobilizing taskforces at both the global and regional level and implementing a range of measures, including:

✓ Restrictingnon-essential travel

✓ Providingcommunications and instructions to employees regarding the importance of following the guidance of health authorities, including social distancing and heightened awareness of personal hygiene

✓ Enabling“work from home” for employees whose responsibilities can be performed remotely

✓ Prohibitingparticipation in large events and gatherings

✓ Accommodatingscheduling needs of employees whose families were impacted by COVID-19 illness

✓ Developingphased re-entry plans for our office locations

✓ Continuingto follow recommendations from the World Health Organization and Centers for Disease Control and Prevention, as well as local health authorities

We are committed to being good citizens in the communities where we live and work. We support charity and fundraising and local community development through support groups, food drives, and partnerships with local educational institutions. We also provide scholarships and support employees engaged in service to the communities in which they live.


14				2021 PROXY STATEMENT

Corporate Governance

Governance

We believe that strong corporate governance is essential and supports the long-term success of our company. Our Board and its committees help set the tone for our company and regularly review and, as appropriate, update policies in light of current regulations and recommended practices.

Ferro leadership is focused on and devotes substantial attention to matters of corporate responsibility, including ESG matters, and our Audit Committee has oversight over the Company’s ethics and governance efforts. Our Director of Environmental, Health & Safety (“EHS”) regularly provides reports to the full Board on environmental, health, and safety matters, and other members of senior management provide reports to the Board or its committees on governance and social matters.

The Chief Executive Officer, General Counsel, Director of EHS, Director of Compliance and Risk Management 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.

Ferro’s website contains additional information on our policies and programs, including the following:

✓ Codeof Conduct: We maintain a Code of Conduct that is applicable to all our directors, officers, and employees. The Code of Conduct sets forth our policies and expectations on several topics, including conflicts of interest, compliance with laws, use of our assets, and business conduct and fair dealing.

✓ SupplierCode of Conduct: Ferro suppliers are expected to know and follow our Supplier Code of Conduct and hold their suppliers and sub-suppliers to those standards.

✓ CorporateGovernance Principles: We maintain policies that guide our approach to corporate governance and risk management.

In 2020, the Company launched an initiative to enhance ESG policies and disclosures. Management reviewed and revised various ESG-related policies included in the Company’s Management Policy Guidelines (“MPG”s), which establish the expectations and guidelines that all Ferro directors, officers, employees, and contractors must follow. Enhancements were made to MPGs addressing Health and Safety Compliance and Environmental Compliance. In addition, an MPG establishing a Human Rights Policy was adopted. Enhancements also were made to the following documents available to the public on the Company’s website: the Code of Business Conduct, the Supplier Code of Conduct and the Conflict Minerals Policy. Ferro’s Sustainability Governance statement also is available on the Company’s website.

The corporate website has been updated to provide disclosure with respect to certain ESG-related matters in an effort to improve investor access to key information about our evolving ESG practices. Shareholders and other parties interested in these matters are directed to the Sustainability section of the Company’s website (https://www.ferro.com/about/sustainability). In addition to the codes and policies listed above, the following documents are available: Sustainability Statement, Health & Safety at Ferro, Environmental Protection at Ferro.


						2021 PROXY STATEMENT				15

Corporate Governance

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.

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 Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Head 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 risks 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 Governance & 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.

LOGO


16				2021 PROXY STATEMENT

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 variety 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 2020, members of our management team met with our top 10 largest, actively-managed 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, including corporate governance and executive compensation.

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 our 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.

Shareholders may communicate with the Board, the Chair of the Board, the Lead Director, a Board committee, the non-employee Directors as a group, or individual Directors by sending written communications addressed to the 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 the Chair of the Governance & Nomination Committee. We reserve the right to not forward a shareholder communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information about the Company.


						2021 PROXY STATEMENT				17

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 for re-election, (ii) each executive officer named in the Summary Compensation Table on page 35 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 18, 2021.


	Shares of Common Stock Owned Directly or Indirectly⁽¹⁾		Shares of Common Stock Underlying Options or Deferred Stock Units Exercisable Within 60 Days of Record Date⁽²⁾		Total Shares of Common Stock		Percentage of Outstanding Common Stock

Directors

David A. Lorber		41,028		50,500		91,528		*

Marran H. Ogilvie		2,000		23,800		25,800		*

Andrew M. Ross		9,000		31,300		40,300		*

Allen A. Spizzo		5,000		31,300		36,300		*

Peter T. Thomas⁽³⁾		868,813		1,040,833		1,909,646		2.31	%

Ronald P. Vargo		48,772		50,500		99,272		*

Officers Named in Summary Compensation Table

Benjamin Schlater⁽³⁾		38,756		84,999		123,755		*

Mark H. Duesenberg⁽³⁾		231,383		237,734		469,117		*

8 Directors and Executive Officers as a Group⁽⁴⁾		1,244,752		1,550,966		2,795,718		3.38	%

*	Less than 1 percent.

(1)	Amounts reported include shares held on behalf of a Director under the Ferro Director Deferred Compensation Plan because the Director has the ability to direct the voting of shares held in such plan.

(2)

Amounts reported include 50,500 in the case of Messrs. Lorber and Vargo, 23,800 in the case of Ms. Ogilvie, and 31,300 in the case of Messrs. Ross and Spizzo, deferred stock units that would be converted into shares of Common Stock if the Director ceased to serve as a Director; however, the deferred stock units have no current voting rights.

(3)

Shares of Common Stock reported above do not include (i) 33,300, 37,867, and 179,700 restricted share units awarded to Messrs. Duesenberg, Schlater, and Thomas, respectively, (ii) 53,900, 69,400, and 318,300 performance share units awarded to Messrs. Duesenberg, Schlater, and Thomas, respectively, or (iii) 209,166 “phantom” shares held for the accounts of Messrs. Duesenberg, Schlater, and Thomas in the Supplemental 401(k) Plan.

(4)	Shares reported above do not include 250,867 restricted share units awarded to the executive officers, 441,600 performance share units awarded to the executive officers or 209,166 “phantom” shares held for the accounts of the executive officers in the Supplemental 401(k) Plan.


18				2021 PROXY STATEMENT

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.


Name and Address of Beneficial Owner	Nature and Amount of Beneficial Ownership (Shares of Common Stock)	Percentage of Outstanding Common Stock

BlackRock, Inc.⁽¹⁾ 55 East 52^nd Street New York, New York 10055	12,498,850	15.12%

The Vanguard Group⁽²⁾ 100 Vanguard Boulevard Malvern, Pennsylvania 19355	8,522,184	10.31%

Mario J. Gabelli and related entities⁽³⁾ One Corporate Center Rye, New York 10017	8,209,544	9.93%

Massachusetts Financial Services Company⁽⁴⁾ 111 Huntington Avenue Boston, Massachusetts 02199	6,067,639	7.34%

(1)	We obtained the information regarding share ownership from the Schedule 13G/A filed January 26, 2021, by BlackRock, Inc., which reported sole voting power as to 12,393,872 shares of Common Stock and sole dispositive power as to 12,498,850 shares of Common Stock.

(2)

We obtained the information regarding share ownership from the Schedule 13G/A filed February 10, 2021, by The Vanguard Group, which reported sole voting power as to 0 shares of Common Stock, shared voting power as to 157,922 shares of Common Stock, sole dispositive power as to 8,522,184 shares of Common Stock and shared dispositive power as to 217,558 shares of Common Stock.

(3)

We obtained the information regarding the share ownership of Mario J. Gabelli and related entities from the Schedule 13D/A filed February 8, 2021, by Gabelli Funds, LLC, Teton Advisors, Inc., GAMCO Asset Management Inc., MJG Associates, Inc., Gabelli & Company Investment Advisers, Inc., Gabelli Foundation, Inc., Mario J. Gabelli, GGCP, Inc., GAMCO Investors, Inc. and Associated Capital Group, Inc., which reported sole voting power as to 7,832,744 shares of Common Stock and sole dispositive power as to 8,209,544 shares of Common Stock.

(4)	We obtained the information regarding share ownership from the Schedule 13G filed February 11, 2021, by Massachusetts Financial Services Company, which reported sole voting power as to 6,067,639 shares of Common Stock and sole dispositive power as to 6,067,639 shares of Common Stock.


						2021 PROXY STATEMENT				19

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 elected executive officer for 2020, each a “named executive officer” or “NEO”:


Mr. Thomas		President and CEO
Mr. Schlater		Vice President & Chief Financial Officer
Mr. Duesenberg		Vice President, General Counsel and Secretary

Executive Summary

Ferro’s compensation program should be viewed against the backdrop of the substantial transformation that the Company has undertaken over the last several years. Through successful execution of its Value Creation Strategy, Ferro has been transformed from a diversified chemicals and materials company to a focused functional coatings and color solutions company. Over the years, Ferro divested non-core businesses, acquired strategic businesses and has become a more agile and streamlined global business with a more cohesive and focused portfolio targeting higher-growth markets with higher-margin products.

When we established our Value Creation Strategy in 2012, we expected that acquisitions and divestitures would be key steps for enhancing Ferro’s portfolio of businesses. In the years that followed, we have engaged in a number 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. And we have divested businesses that could experience greater prosperity outside of Ferro and provide the remaining portfolio enhanced value creation optionality. The recent completion in February 2021 of the divestiture of the Tile Coatings business continues Ferro’s progress with this component of our strategy.

In the current phase of our strategy, we are driving further improvements in the Company’s performance by focusing on growth in specialty materials, technology-led innovation, and continued optimization of our global footprint.

How Ferro Has Improved from 2012 to Today

In 2012, the Company implemented its Value Creation Strategy, which over time would transform Ferro from a diversified specialty chemicals company into 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 and non-core businesses; and

3) pursuing high-value growth opportunities.

The objective was to concentrate the Company’s focus to enable it to leverage its strengths, including:

1) business platforms that share core competencies such as color innovation, glass technology, application science, particle engineering and formulation customization;

2) shared manufacturing infrastructures and processes across business platforms;

3) leadership positions in niche markets; and

4) collaboration with customers to provide 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,


20				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

General and Administrative (“SG&A”) expense. In the second phase of the strategy, the Company divested several non-core businesses, which resulted in decreased revenue in the short term but enabled the Company to focus on its core strengths. Most recently, the Tile Coatings divestiture, announced in December 2019 and completed in February 2021, further advanced the Company’s strategy to concentrate on higher-growth, higher margin product lines.

These divestitures also generated cash to position the Company to acquire attractive businesses aligned with the strategy. Since 2012, the Company completed some twenty acquisitions that complement its core businesses, provide attractive margins, and improve its capabilities in important growth markets. The businesses that Ferro acquired are adding to growth at the top line, while also improving profit margins and earnings.

Over the past few years, Ferro has focused on innovation to enhance its technology leadership position and on optimization initiatives to drive efficiency and effectiveness in its operations. Innovative products are a hallmark of Ferro, giving the Company a competitive advantage in the marketplace. Our recent efforts in this area have enabled us to maintain or extend our leadership positions across multiple product lines. One of our most significant optimization initiatives was the establishment of a manufacturing center of excellence for the Americas. This initiative provides Ferro with cost and other competitive advantages for a broad range of our products.

Confronted with the challenges of the global COVID-19 pandemic in 2020, our teams adapted very well, keeping safety and health paramount while delivering strong business and financial performance. Full-year results were lower than 2019, primarily due to effects of the COVID-19 pandemic. However, Ferro experienced a “V-shaped” recovery during the second half of 2020 as our customers’ markets began to recover and demand grew for certain Ferro products as a result of pandemic-induced changes in behavior. Our fourth quarter 2020 results were substantially stronger than the same period the prior year, exceeding our expectations and providing positive momentum as we moved into the new year. We expect to continue to benefit from these trends in 2021.

We are optimistic about the opportunities for Ferro in 2021. In addition to favorable macro-economic circumstances, we intend to further strengthen Ferro’s market leadership positions with new and innovative functional coatings and color solutions products and applications. We are committed to addressing customer needs with creative solutions and market-leading products and services. We also intend to continue with optimization initiatives across our global operations, removing stranded costs and improving efficiency.

Management’s successful execution of its strategy has resulted in a leading functional coatings and color solutions company with greater operational efficiency that focuses on its core competencies to produce higher-margin products for higher-growth markets.

Say-on-Pay

The Compensation Committee considered the most recent “say-on-pay” shareholder advisory vote held in April 2020 regarding NEO compensation and the views of shareholders that have been shared with management and concluded that neither suggested a need for consideration of any significant changes to compensation practices at this time. Our compensation philosophy and means of compensation have remained consistent over time, and we have received overwhelming shareholder support for our executive officer compensation. Approximately 98% of shareholder votes cast last year were in favor of the executive officer compensation as described in our proxy statement. The Company has achieved an average of 97% of votes cast in favor of the executive officer compensation over the past three years. We believe our executive compensation program aligns pay with performance and appropriately incentivizes our executive management team.


						2021 PROXY STATEMENT				21

Executive Compensation Discussion & Analysis

Components of Compensation and Alignment between Compensation and Performance

LOGO LOGO

The Committee focuses on making sure we have strong pay for performance alignment by structuring a significant portion of our executive compensation program to be at-risk, setting aggressive performance targets and delivering a meaningful portion of compensation in the form of equity.

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 financial and operating performance. We structure the targets in the AIP to deliver incentive payouts around the 50th percentile of the competitive 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. 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 goals established for the year as determined by the Committee.

For 2020, the bonus was determined based on adjusted EBITDA from continuing operations (45% weighting), adjusted free cash flow conversion (45% weighting), and strategic goals (10% weighting) as described on page 28. The goals for these metrics are based on the budget in the annual operating plan approved by the Board of Directors. Measuring strategic objectives ensures the overall performance of the Company is considered before awards are made. The entire annual bonus is subject to recoupment (“clawback”).

Actual results for the AIP financial metrics were slightly below threshold for Adjusted EBITDA from Continuing Operations (largely due to the impact on demand during the COVID-19 pandemic) and well above target for Adjusted Free Cash Flow Conversion (largely due to the Company’s efforts to manage cash flow during the pandemic). Despite the effects of the pandemic on sales and EBITDA, the Company did not adjust the metrics or goals for the 2020 AIP payout. Annual cash compensation paid to executive officers for 2020 was below individual target levels and below the market median on which those targets were set, consistent with the plan design of delivering rewards that are below market median for performance that is below target.


22				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

Along with minimizing business disruptions from COVID-19 while protecting the health and safety of Ferro employees, the Company accomplished other important strategic objectives during 2020, including advancing toward successful completion of the Tile Coatings business divestiture and realizing benefits from optimization initiatives. Based on the objectives accomplished in 2020, management was determined to have earned a 200% payout for AIP strategic goals. However, due to the relative performance of the Company’s share price at the end of 2020, the Committee and management agreed to cap at 100% the payout on strategic measures to the three NEOs.

Long-Term Incentive (“LTI”): A substantial portion of annual compensation is in the form of long-term incentives. In aggregate, long-term incentives comprise 45%-62% of annual pay, as described on page 44. LTI consists of three forms of awards:

•

50%: Performance Share Units tied to cumulative EBITDA, three-year average adjusted free cash flow on invested capital and Relative Total Shareholder Return over three years

•

30%: Stock Options

•

20%: Restricted Share Units

This design ensures the majority of compensation and the net worth of senior executives are linked to the performance of the Company stock and resulting shareholder returns. For the annual long-term incentive awards granted in 2020, performance share units vest at the end of a three-year performance period based upon achievement over that period, restricted share units vest ratably over three years, and the stock options vest ratably over three years. The restricted share units, once vested, are not subject to a holding period so long as the executive is in compliance with the stock ownership guidelines. All stock options have a maximum term of ten years.

Further reinforcing the pay for performance relationship and the financial goals associated with the dynamic innovation and optimization phase of the Company’s strategy, the metrics chosen for the performance share unit grants for the 2020-2022 period were three-year average adjusted free cash flow on invested capital, and cumulative EBITDA; each weighted at 50%. The goals for the 2020-2022 performance period include a TSR Modifier, based on Ferro’s three-year TSR compared with the TSR for the Specialty Chemicals Index for that period. If Ferro’s TSR is at or above the 75th percentile, the payout based on achievement of the financial goals will be increased by 20%. If Ferro’s TSR is at or below the 25th percentile, the payout based on achievement of the financial goals will be decreased by 20%. At the end of the vesting period and only if the performance conditions have been met, the executives will receive one-half of the award value in non-forfeitable shares of the Company’s Common Stock, including the nominal amount of dividends paid on earned performance share units, if any, and the remaining one-half of the award value in cash.

Performance against the goals set for the 2018 – 2020 performance share unit grants was calculated to generate a 67.1% payout. The Company made no adjustments for the payout.

Consistent with the methodology followed in past years, the number of shares granted on February 19, 2020 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 significant one-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 19, 2020, the average closing price during the month of January 2020 used to determine the awards was $14.48 and the actual grant date share price reported in the Summary Compensation Table (“SCT”) was $14.64.


						2021 PROXY STATEMENT				23

Executive Compensation Discussion & Analysis

Pay for Performance

The Company views aligning pay and performance as a key objective of its executive compensation programs, which means:

•

Tying payouts of annual and long-term incentive to financial, strategic, and operating performance

•

Setting stretch goals in our annual and long-term incentive plans that incentivize management for strong performance

•

Aligning management compensation with the value delivered to shareholders

The Committee delivers target compensation that is intended to be competitive with market median assuming achievement of our budgeted goals. Our executives can receive above or below target compensation for above or below target performance. The pay that our executives earn (or “realizable pay”) can fluctuate significantly from target based on company performance and stock price movement. Over the last three years, the realizable pay for the CEO is approximately 67% of his target pay. This is a result of several factors, including:

•

The annual incentive paying out below target in both 2019 (37.4% of target) and 2020 (82.5% of target)

•

The performance-based units paying out at 67.1% of target for 2020

•

Stock options granted in 2018 and 2019 being underwater

•

Restricted share units being worth less than the value at the date of grant

The Committee recognizes that realizable pay may be a better gauge for assessing pay and performance than the data found in the Summary Compensation Table, which includes a mix of some elements that are actual pay, such as salary and annual incentives, and other elements that are accounting estimates of future potential pay, such as performance share units, restricted share units and options. Further, realizable pay excludes the annual changes in pension and deferred compensation value, matching and supplemental 401(k) contributions, and life insurance premiums that are not part of the pay decisions made by the Committee. Consequently, the Summary Compensation Table can significantly obscure the correlation between compensation and the Company’s performance.

Set forth below is a diagram that shows Mr. Thomas’s granted target pay and his realizable pay. The granted target pay reflects the cumulative 2018-2020 pay approved by the Compensation Committee, including the target bonus opportunity and the target value of equity compensation. Realizable pay represents the cumulative amount of pay that has been realized or may still be realizable from pay granted during the same three years (2018-2020). The realizable value amounts include the impact of incentive awards that were paid out or vested during the period associated with pay that was granted during the period. The realizable pay amounts also include the value of outstanding long-term incentive awards made during the three-year period, assuming that any unvested performance-based awards vest at target. In other words, the realizable pay considers whether performance-based awards have paid out (or vested) or not, and revalues all equity granted during the period at the most recent fiscal year end stock price, rather than at the stock prices on the dates they were granted, to provide an estimate of the realizable value to the executive.

As can be seen in the bar chart below, aggregate realizable pay for Mr. Thomas is approximately $10.3 million or 67% of targeted pay over the three-year period. By way of comparison, Ferro’s annualized total shareholder return over the same three-year period is 58.4%. Thus, the realizable pay analysis confirms the strong pay and performance alignment of our executive compensation program.


24				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

CEO Target vs. Realizable Pay

LOGO

The methodology used to calculate realizable pay is the cumulative actual base salary and cumulative annual bonus earned in each year, plus the cumulative value of equity awards at the end of each fiscal year. The value of the equity awards is calculated as:

•

Cumulative restricted share units awards granted in each of the last three years valued based on December 31, 2020 stock price;

•

Cumulative in-the-money value of stock options granted in the last three years valued based on December 31, 2020 stock price; and

•

Cumulative performance share units and long-term cash awards granted in the last three years valued based on December 31, 2020 stock price. Awards granted in 2018 reflect actual performance and awards granted in 2019 and 2020 reflect target performance.


						2021 PROXY STATEMENT				25

Executive Compensation Discussion & Analysis

Executive Compensation Program Attributes

Along with its pay for performance orientation, the Company’s executive compensation program includes the following attributes, in addition to those listed on page 3:


What We Do		What We Don’t Do
✓ Our cash bonus plans are performance-based		✗ We do not engage in compensation programs that create undue risk

✓ 50% of long-term equity incentives are explicitly performance-based, while another 30% are based on share appreciation above the option exercise price		✗ Non-qualified plans do not provide for any premium or guaranteed investment returns

✓ The Compensation Committee reviews on an annual basis comprehensive tally sheets, illustrating the total compensation for the most recent two years for each executive officer		✗ Our award plans and policies prohibit re-pricing or backdating of awards

✓ Our executives have robust stock ownership requirements		✗ Dividends may accrue on our performance share units and restricted share units, but are paid only when and to the extent the underlying award is earned and vested

✓ A severance policy provides for payments consistent with market practices of peer companies		✗ We do not have any defined benefit pension or supplemental executive retirement plan benefits, or “above-market” interest on deferred compensation

✓ Our entire annual bonus under the AIP is subject to clawback		✗ Our bonus plans do not include any minimum payment levels or provide guaranteed bonus payments

Executive Compensation Philosophy and Guiding Principles

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

•

Attract, Retain, and Align: Provide a total compensation opportunity that will attract and retain an experienced and high-performing senior management team and direct their efforts toward the achievement of the Company’s financial goals and generation of shareholder value;

•

Reward Achievement: Maintain a strong “pay for performance” character by aligning rewards with proven financial results and changes in shareholder value so that exceptional achievement generates pay that is above market medians and performance below target yields compensation that is below market median; and

•

Remain Competitive: Target aggregate expenditures for each compensation element generally at the 50th percentile of competitive market practices, which includes a custom peer group as well as a general industry group comprised of companies with comparable revenues. In addition to market practices, factors such as experience, performance, future potential, internal equity, and attraction of talent also are considered in establishing compensation, which may result in actual pay levels at or above the 50th percentile.

Oversight of Executive Compensation

•

Compensation Committee: The Compensation Committee of the Board is responsible for establishing, implementing, and monitoring adherence to the Company’s compensation philosophy for the CEO and other executive officers. The Committee sets the compensation of the Company’s executive officers,


26				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

recommends to the Board compensation for the Directors, and oversees management’s administration of the other significant employee compensation and benefit plans. In carrying out its oversight responsibilities, the Committee is supported by an independent executive compensation consultant and management as further described below. The Committee has the sole authority to retain (and terminate) any consultants used to evaluate the Company’s executive management compensation.

•

Management: Management of the Company supports the Committee in its assessment of executive compensation, implements decisions made by the Committee, and ensures the Company’s compensation plans are administered in accordance with the provisions of the plans. The CEO and the Vice President of Human Resources participate in an advisory capacity in the Committee’s meetings, including the annual compensation review in February each year, provide the Committee with data and analyses, and make recommendations with respect to awards to members of the Senior Management Committee, excluding the CEO. The Committee makes its decisions with respect to the compensation of the CEO in executive session, without the presence of management.

•

Independent Compensation Consultant: The Committee has retained Compensation Advisory Partners, an independent compensation consultant (the “Compensation Consultant”), to advise on executive compensation matters. The Compensation Consultant reports directly to the Committee and provides expertise to the Committee and management on the design of appropriate executive compensation plans, analysis of the effectiveness of existing plans, and the market-competitiveness of base salary, annual incentive levels, and long-term incentive awards. The Compensation Consultant also provides advice to the Committee and management on the competitive elements of the pay program for non-employee Directors. The Compensation Consultant did not provide any additional services to the Company during 2020. In connection with its engagement of the Compensation Consultant, the Committee conducted a conflict of interest assessment and found that no conflicts of interest exist.

Executive Compensation Peer Group

For compensation decisions made in February 2020, the Compensation Consultant provided competitive market data for both a custom compensation peer group and a 40-company general industry group. 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 NEOs. These competitive pay levels served as a basis for the Committee’s annual review of the Company’s pay programs. Pay practices for the general industry group also 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 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 executive 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. These companies overlapped significantly with the Company’s businesses and end-use markets. As part of our value creation strategy, we have divested lower margin businesses, leading to lower revenue which, at times, has led to peers being somewhat outside of a one-half to two times revenue size range. We believe this is appropriate as the current leadership team is critical to seeing us through our strategic journey and we do not believe we should vary the peer group significantly year to year, nor “mark to market’ compensation based on divestitures. We do make sure to be in a reasonable range of companies of our size by using the 40-company general industry group which consists of 20-companies below and 20-companies above Ferro’s revenue size.


						2021 PROXY STATEMENT				27

Executive Compensation Discussion & Analysis

The compensation peer group approved at the Committee’s July 2019 meeting was used as a factor in making February 2020 compensation decisions. The peer group is consistent with prior years.


Compass Minerals International Inc		NewMarket Corporation

HB Fuller Company		OMNOVA Solutions Inc

Hexcel Corporation		Quaker Chemical Corporation

Innophos Holding Inc		Rayonier Advanced Materials Inc

Innospec Inc		Sensient Technologies Corporation

Koppers Holdings Inc		Stepan Company

Kraton Performance Polymers Inc		Tronox Limited

Minerals Technologies Inc

2020 Executive Compensation Decisions

At its February 19, 2020 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 2020 base salary, target AIP and target LTI decisions:



Executive	2020 Base Salary	Target AIP	2020 Target LTI Awards

Mr. Thomas	$1,000,000 (3.2% increase)	100% of base salary (No change)	$3,300,000 (4.8% increase)

Mr. Schlater	$476,800 (6.0% increase)	65% of base salary (No change)	$725,000 (7.4% increase)

Mr. Duesenberg	$461,500 (3.0% increase)	65% of base salary (No change)	$550,000 (No change)

The long-term incentive grants the Committee approved for Mr. Thomas, Mr. Schlater, and Mr. Duesenberg were comprised of restricted share units (20%), stock options (30%), and performance share units (50%). In determining the size of the long-term incentive 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 approved base salary and long-term incentive award increases for Mr. Thomas and Mr. Schlater to align pay with market median.


28				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

At its meetings in February 2021, the Committee reviewed the Company’s performance compared to the goals for determining payouts for the 2020 AIP. Actual results at the corporate level were as follows:

LOGO

(1)

Adjusted EBITDA From Continuing Operations is calculated as operating profit plus the depreciation and amortization included in operating profit excluding EBITDA recognized by “The Tile Coatings Business”. One-time charges, including restructuring, impairment charges and discontinued operations are excluded from operating profit. For divestitures made during 2020, actual results will be measured through the date of divestiture and budgeted performance assumed for the remainder of the year (excluding “The Tile Coatings Business” which is accounted for in a separate calculation and excluded from this metric). Acquisitions made in 2020 are excluded from the calculation. The calculation will be made on a 2019 constant currency basis relative to the approved budget. The results will be given proforma effect to reflect the timing of the closing of the sale of The Tile Coatings Business.

(2)

Adjusted Free Cash Flow Conversion is total company adjusted EBITDA, less cash payments for capital expenditures, changes in working capital, cash payments for taxes, and other operating cash payments divided by EBITDA. Excluded from other operating cash payments are those cash payments that may be made for interest and funding of our various pension and other postretirement benefit plans. The results will be given proforma effect to reflect the sale of The Tile Coatings Business.

(3)

Although the Compensation Committee determined that performance on the AIP strategic goals merited 200% funding, the Compensation and management agreed to cap at 100% the payout on the strategic measures to the three NEOs due to the relative performance of the Company’s share price as of the end of 2020.

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

Based upon the financial results, the achievements related to the strategic goals of the Company and discussion of each executive officer’s contributions during 2020, the Committee determined that each of the executive officers would receive an AIP payout at the calculated performance score of 82.5% as follows:



Executive	AIP payout

Mr. Thomas	$	825,000

Mr. Schlater	$	255,700

Mr. Duesenberg	$	247,500


						2021 PROXY STATEMENT				29

Executive Compensation Discussion & Analysis

As discussed above in “Components of Compensation and Alignment Between Compensation and Performance”, the calculated performance score of 82.5% incorporates the curtailment to 100% of the payout for the strategic component of the AIP awards for the NEOs, whereas the non-executive officers received an AIP payout at the calculated performance score of 92.5%, reflecting a 200% payout for the strategic component.

The Committee also reviewed the results for the goals established for performance share unit grants awarded in February 2018 for the 2018-2020 performance period:

LOGO

(1)

Three-Year Average Adjusted Free Cash Flow on Invested Capital is the sum of the Adjusted Free Cash Flow Operations for each of the years in the performance period (2020, 2021 and 2022), divided by three. Adjusted Free Cash Flow from Operations for each year of the performance period is adjusted EBITDA, less cash payments for capital expenditures, changes in working capital, cash payments for taxes, and other operating cash payments. Excluded from other operating cash payments are those cash payments that may be made for interest and funding of our various pension and other postretirement benefit plans. Average invested capital for each year in the performance period is equal to the total of invested capital at the end of the fourth quarter of the prior year and each quarter of the year, with the sum divided by five. The average invested capital for each of the three years in the performance period is then summed, and divided by three. Invested capital is equal to total equity plus net debt. Total equity is measured by the value on the consolidated balance sheet. Total debt is equal to balance sheet short-term, plus long-term debt, plus net pension liability, plus the value of precious metal leases, less cash (including precious metal collateral). Acquisitions made in the 3-year performance period will be excluded. The results will be given proforma effect to reflect the sale of The Tile Coatings Business.

(2)

Cumulative EBITDA dollars are the sum of net sales less cost of sales and selling, general and administrative costs (“SG&A”), excluding one-time charges, plus depreciation and amortization, for each year of the performance period (2020, 2021 and 2022). Acquisitions made in the 3-year performance period will be excluded. For divestitures made during the 3-year performance period, actual results will be measured through


30				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

the date of divestiture and budgeted performance assumed for the remainder of the performance period. The calculation will be made on a constant currency basis based on the currencies used to determine the approved target. All divestures assumed to perform at budget for post close performance. The results will be given proforma effect to reflect the sale of The Tile Coatings Business.

(3)

TSR Modifier shall be (i) +20% if the 3-year Ferro TSR is at or above the 75th percentile of the Specialty Chemicals Index TSR, (ii) -20% if the 3-year Ferro TSR is at or below the 25th percentile of the Specialty Chemicals Index TSR, and (iii) shall otherwise be 0%. Under no circumstances, shall the application of the TSR modifier result in a total payout greater than 200% of target. The TSR modifier shall be determined based on a comparison of Ferro’s TSR over the 3-year performance cycle against the TSR for the Specialty Chemicals Index for such period. TSR shall mean the change in the value of the Common Stock over the 3-year performance cycle, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends, which shall be deemed to have been reinvested in the underlying company’s stock effective the ex-dividend date based on the closing price for such company for purposes of measuring TSR. The beginning and ending stock prices will be based on the average closing stock prices during the months of December 2019 and December 2022, respectively. The Company will use a formula for determining the Company’s percentile rank such as the Microsoft Excel function PERCENTRANK. The Company’s rank as a percentile will be calculated excluding the Company from the peer group.

Total number of shares earned, 67.1% of the amount awarded, was based on achievement of the Three-Year Average Adjusted Free Cash Flow from Continuing Operations on Invested Capital at 174.2% of target; below threshold achievement of the Cumulative EBITDA at 0% of target; and the reduction of 20% through the application of the TSR Modifier. Actual payouts are shown below.



	50% Delivered in # Shares	50% Delivered in Cash

Mr. Thomas	22,008	$322,747

Mr. Schlater	3,858	$ 56,578

Mr. Duesenberg	4,193	$ 61,490

2020 Executive Compensation Pay Considerations

The Compensation Committee of the Board regularly monitors compensation relative to the market and generally targets executive compensation at the 50th percentile of competitive market practices. In setting compensation for Mr. Thomas for 2020, the Compensation Committee determined to increase his base salary 3.2%, maintain at 100% his target bonus, and increase his long-term incentives by 4.8%, thereby positioning his compensation slightly below the 50th percentile 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 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 2020, 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.

Stock Ownership Guidelines

Ferro has maintained stock ownership guidelines for its executive officers since 1998, reinforcing one of the key objectives of the Company’s compensation program, i.e., the alignment of pay with the interests of shareholders. The guidelines are reviewed and updated periodically to support their intended purpose. In February 2020, the


						2021 PROXY STATEMENT				31

Executive Compensation Discussion & Analysis

guidelines were revised to require the CEO to achieve target ownership of six times base salary and the CFO and other executive officers to achieve target ownership of three times base salary. Newly hired executives have five years to achieve their target ownership levels. The Company’s NEOs have met or exceeded the established guidelines with the exception of Mr. Schlater, who assumed the CFO title in September 2016 and is on track to achieve his target ownership before the five-year period ends in September 2021.

Shares of Common Stock deemed to be owned by each executive officer include shares owned outright with no restrictions, restricted share grants, restricted share unit grants, shares owned in the 401(k) Plan, and shares deemed to be invested in Common Stock through the Deferred Compensation Plan and Supplemental 401(k) Plan. Unvested performance shares and outstanding (vested or unvested) stock options do not count towards the stock ownership guideline requirement.

Retirement Benefits

In previous years, the Company offered its employees a defined benefit plan known as the Ferro Corporation Pension Plan for Legacy Employees (the “DB Plan”) and, for executive employees, a supplemental defined benefit program, known as the Ferro Corporation Supplemental Defined Benefit Plan for Executive Employees (the “Supplemental DB Plan”). The DB Plan and the Supplemental DB Plan provided employees annuity payments in retirement according to pre-determined formulas. The plans were frozen as to new participants effective July 1, 2003, and no additional accruals have been made since 2006. Mr. Thomas, who was hired prior to July 1, 2003, is the only executive officer who has earned a benefit under the DB Plan and the Supplemental DB Plan.

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 companion non-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.

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 tax gross-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 43.

Mitigation of Excessive Risk-Taking

Compensation Policies and Practices as Related to Risk Management

In 2020, the Compensation Committee conducted its annual risk assessment of the compensation policies and practices covering executive and non-executive employees. The Compensation Committee evaluated the levels of risk-taking to determine whether they are appropriate in the context of long-term value creation and viability, the overall compensation arrangements, and the Company’s overall risk profile. The Compensation Committee


32				2021 PROXY STATEMENT

Executive Compensation Discussion & Analysis

concluded that the Company has a balanced pay for performance executive compensation program that does not encourage excessive risk-taking and the Company does not maintain compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Executive Compensation Recoupment Policy

The Compensation Committee has approved and implemented a formal compensation Clawback Policy. The policy allows the recovery of compensation from certain current and former key employees, including executive officers, in the event that Ferro is required to prepare an accounting restatement due to material noncompliance with financial reporting requirements and the employees willfully committed an act of fraud, dishonesty or recklessness that contributed to Ferro’s obligation to prepare the accounting restatement.

Anti-Hedging Policy

The Company has a policy against short sales of Ferro securities, and hedging or monetization activities involving Ferro securities, including but not limited to, equity swaps, collars, exchange funds, and prepaid variable forward contracts. This policy applies to all employees and Directors. In addition, none of the Directors or executive officers is party to any pledge arrangements with respect to their stock holdings.

Compensation Committee Interlocks and Insider Participation

During 2020, no officer or employee of Ferro served as a member of the Compensation Committee, nor were there any interlocking relationships (as described in Item 407(e)(4) of SEC Regulation S-K) between members of the Compensation Committee and Ferro.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with Ferro’s management the Compensation Discussion & Analysis set forth above. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this proxy statement and incorporated into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Respectfully submitted,

Allen Spizzo, Chair

David A. Lorber

Ronald P. Vargo

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 T. Thomas, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K:

For 2020, our last completed fiscal year:

•

the median of the annual total compensation of all employees of our company (other than Mr. Thomas), was $39,184;

•

the annual total compensation of Mr. Thomas, as reported in the Summary Compensation Table on page 35, was $5,424,152; and

•

based on this information, for 2020 the ratio of the annual total compensation of Mr. Thomas to the median of the annual total compensation of all employees was 138 to 1.


						2021 PROXY STATEMENT				33

Executive Compensation Discussion & Analysis

We are a global company with consolidated subsidiaries in over 30 countries. Approximately 91% 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, 2020, we had 5,615 employees, as disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021 (our “Annual Report”).

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 any cost-of-living adjustments in identifying the median employee. Based on this methodology, we determined that our median employee is a production worker in Spain with a base salary of $26,742.

Once we identified the median employee, we calculated that employee’s annual total compensation for 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $39,184. 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 bonus, extra hour pay, and shift premium, but does not include state sponsored health and retirement benefits.

We did not make any adjustments to the annual total compensation figure for Mr. Thomas as shown in the Summary Compensation Table on page 35 to calculate the reported ratio of the annual total compensation of Mr. Thomas to the median of the annual total compensation of all employees.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. Consequently, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.


34				2021 PROXY STATEMENT

2020 Executive Compensation

2020 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, 2020:

Summary Compensation Table


Name and Principal Position	Year		Salary⁽¹⁾		Bonus⁽²⁾		Stock Awards⁽³⁾		Option Awards⁽⁴⁾		Non-Equity Incentive Plan Compensation⁽⁵⁾		Change in Pension Value and Non- Qualified Deferred Compensation Earnings⁽⁶⁾		All Other Compensation⁽⁷⁾		Total
			$		$		$		$		$		$		$		$
Peter T. Thomas President and Chief Executive Officer		2020		1,000,000		—		2,336,544		1,003,200		825,000		74,570		184,838		5,424,152
		2019		968,800		—		2,418,728		958,854		362,300		38,957		234,211		4,981,850
		2018		940,600		—		2,020,518		769,824		829,600		—		293,131		4,853,673
Benjamin Schlater Vice President and Chief Financial Officer		2020		476,800		—		512,400		220,176		255,684		—		42,281		1,507,341
		2019		449,800		—		518,810		205,746		109,300		—		52,292		1,335,948
		2018		436,700		—		385,175		147,015		250,400		—		63,036		1,282,326
Mark H. Duesenberg Vice President, General Counsel and Secretary		2020		461,500		—		389,424		167,376		247,479		—		70,767		1,336,546
		2019		448,100		—		422,204		167,573		108,900		—		86,380		1,233,157
		2018		435,000		—		354,361		134,541		249,400		—		89,264		1,262,566

(1)	Salary. The amounts in this column consist of salary actually paid. For a description of the base salary rate in this column relating to 2020, see the Executive Compensation Discussion & Analysis beginning on page 20 above.

(2)	Bonus. The amounts in this column generally consist of guaranteed payments as bonuses of which none were awarded in the years shown.

(3)

Stock Awards. The amounts reported in this column are based on restricted share unit and performance share unit awards made under the LTIP to the executive officers listed in this table. The amounts in this column reflect the aggregate grant date fair value of awards to the executive officers listed in this table in 2020, 2019, and 2018, computed in accordance with the Financial Accounting Standards Board’s (“FASB”) FASB Accounting Standards CodificationTM (“ASC”) Topic 718, Compensation — Stock Compensation. With respect to the performance share units awarded, these values are based upon the probable outcome of the relevant performance goals. The valuation methodology used to calculate the figures in this column is described in footnote 14 (Stock-Based Compensation) in the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. For a description of the Company’s restricted share, restricted share unit, and performance share unit awards, see the Executive Compensation Discussion & Analysis beginning on page 20 above. See also Grants of Plan-Based Awards on page 36 relating to stock awards made in 2020.

(4)

Option Awards. The amounts reported in this column are based on stock option awards made under the LTIP equal to the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The valuation used to calculate the figures in this column is described in footnote 14 (Stock-Based Compensation) of the audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. For a description of the Company’s stock option awards, see the Executive Compensation Discussion & Analysis beginning on page 20 above. See also Grants of Plan-Based Awards on page 36 relating to stock awards made in 2020.

(5)	Non-Equity Incentive Plan Compensation. The amounts in this column consist of any AIP payments based primarily on predetermined financial measurements relating to the year indicated. For a discussion of the AIP, see the Executive Compensation Discussion & Analysis beginning on page 20 above.


						2021 PROXY STATEMENT				35

2020 Executive Compensation

(6)

Change in Pension Value and Non-Qualified Deferred Compensation Earnings. Amounts in this column include the change in value under the Company’s defined benefit pension plans: the DB Plan and the Supplemental DB Plan. Mr. Thomas is the only executive officer listed in this table who is eligible for a benefit under the DB Plan or the Supplemental DB Plan because he was hired before July 1, 2003, when the plan was frozen to new entrants. He did not accrue any additional benefits after March 31, 2006 when the plans were frozen as to future benefit accruals. Consequently, the changes in pension value listed in this table for Mr. Thomas, relating to 2020, 2019, and 2018 are due to the changes in present value factors, which are required to be updated each year. The measurement periods for 2020, 2019, and 2018 are the 12-month periods ending December 31, 2020, 2019, and 2018, respectively. For additional information regarding these plans, please see the Executive Compensation Discussion & Analysis beginning on page 20 above and Post- Employment Compensation on page 41 below.

(7)

All Other Compensation. The amounts in this column for 2020 include (a) Company matching contributions and the basic pension contribution under the 401(k) Plan, (b) supplemental Company matching contributions and the supplemental basic pension contribution under the Supplemental 401(k) Plan, and (c) amounts taxable to each of the named executives relating to group term life insurance under Internal Revenue Code Section 79:

(a) and (b)

The 2020 amounts in this column include Company contributions made under the 401(k) Plan and the Supplemental 401(k) Plan, regardless of the vesting status of those contributions. Company contributions under the 401(k) Plan and the Supplemental 401(k) Plan vest 20% for each year of service, with full vesting after five years of service. For a description of the 401(k) Plan and the Supplemental 401(k) Plan, see the Executive Compensation Discussion & Analysis beginning on page 20 above.

Each executive received the following company matching contribution and the basic pension contribution under the 401(k) Plan as of December 31, 2020: Mr. Thomas $28,308, Mr. Schlater $11,457, and Mr. Duesenberg $29,487. As of December 31, 2020, Mr. Thomas, Mr. Schlater, and Mr. Duesenberg were each 100% vested in their respective 401(k) Plan accounts.

Each executive received the following company matching contribution and the supplemental basic pension contribution under the Supplemental 401(k) Plan as of December 31, 2020: Mr. Thomas $142,112, Mr. Schlater $29,162, and Mr. Duesenberg $39,165. As of December 31, 2020, Mr. Thomas and Mr. Duesenberg were each 100% vested in their respective Supplemental 401(k) Plan accounts, and Mr. Schlater 80%.

(b)

The Company provides U.S. salaried and certain hourly employees with group term life insurance coverage. The Company provides one times base salary (or, if greater, $50,000) of coverage (up to a maximum of $1 million of coverage) at no charge to the employee, and the employee can elect to pay for more coverage. Internal Revenue Code Section 79 requires that a certain portion of employer-paid life insurance coverage be included in gross income for federal income tax purposes. The 2020 amounts in this column include the taxable amount of the group term life insurance coverage.


36				2021 PROXY STATEMENT

2020 Executive Compensation

Grants of Plan-Based Awards

The following table sets forth information regarding 2020 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 named in the Summary Compensation Table:

Grants of Plan-Based Awards

Name

Grant Date

Estimated
Future
Payouts
Under
Non-Equity
Incentive
Plan
Awards⁽¹⁾

Estimated Future Payouts
Under Equity Incentive Plan
Awards⁽²⁾

All
Other
Stock

All Other
Options

Exercise
or Base
Price of
Option
Awards⁽⁶⁾

Grant
Date Fair
Value of
Stock
and
Option
Awards⁽⁷⁾

Performance
Share
Units⁽³⁾

Restricted
Share
Units⁽⁴⁾

Stock
Options⁽⁵⁾

Date

$/Share

Peter T. Thomas

AIP Threshold

250,000

AIP Target

1,000,000

AIP Maximum

2,000,000

PS Threshold

2/19/20

28,500

417,240

PS Target

2/19/20

114,000

1,668,960

PS Maximum

2/19/20

228,000

3,337,920

Restricted Share Units

2/19/20

190,000

667,584

Stock Options

2/19/20

148,200

14.64

1,003,200

Benjamin Schlater

AIP Threshold

77,480

AIP Target

309,920

AIP Maximum

619,840

PS Threshold

2/19/20

SEC Form DEF 14A filed by Ferro Corporation