DEF 14A of Rogers Corp
Filed Mar 22, 2024 · FY20230001140361-24-014716
Voting Matters and Vote Recommendation
Proposal 1 - Election of Directors The first proposal to be voted on at the Annual Meeting will be the election of eight director nominees. Our Board currently consists of nine directors. Keith Barnes, a director since 2015, has reached the age of 72 and, pursuant to our Corporate Governance Guidelines, will not stand for re-election and his term as a director will end at the conclusion of the Annual Meeting. The Board extends its gratitude to Mr. Barnes for his counsel, collegiality, and significant contributions during his many years of service as a director of the Company. Additionally, on January 11, 2024, Ganesh Moorthy, a director since 2013, resigned from our Board. The Board thanks Mr. Moorthy for his valuable insights, perspective, and commitment during his service on our Board. On January 13, 2024, our Board, upon recommendation of its Nominating, Governance & Sustainability Committee, filled the vacancy created by Mr. Moorthy’s resignation and elected Donna M. Costello to serve as a director. If elected, each nominee will serve until the next annual meeting of shareholders and thereafter until their successors are chosen and qualified. The Board has been advised that each nominee will serve if elected. All of the nominees are currently directors of Rogers and, with the exception of Ms. Costello, all directors were elected to their present term at the 2023 Annual Meeting of Shareholders.
Nominees for Director: Qualifications and Experience
Nominees for Director: Qualifications and Experience
Biographical Information of Director Nominees
Biographical Information of Director Nominees The biographical information below identifies the primary experience, qualifications, attributes, and skills of the eight nominees for director at our Annual Meeting. We believe each director is knowledgeable in these areas and also possesses numerous skills and competencies that are valuable to the governance and oversight responsibilities of the Board and its committees. Our Board Recommends a Vote “FOR” Each of the Following Nominees:
Biographical Information of Director Nominees
| Name, Age as of March 1, 2024, and Positions with the Company | Principal Occupation, Business Experience, Directorships and Qualifications | | Larry L. Berger Age 63 Director since 2023 Nominating, Governance & Sustainability Committee | Larry L. Berger has served as Chief Technical Officer of water, hygiene, and infection prevention solutions and services company Ecolab (NYSE: ECL) since 2008, and as Executive Vice President of Ecolab since 2011. Prior to joining Ecolab, Mr. Berger served in a variety of research, operations, management, and leadership roles at DuPont de Nemours, Inc. (NYSE: DD) from 1986 through 2008, most recently as CTO of DuPont Nonwovens. Mr. Berger is also a member of the Board of Directors of American Institute of Cleaning. Director Qualifications: Mr. Berger brings to the Board more than three decades of experience as a senior executive in the chemical industries. | | Donna M. Costello Age 51 Director since 2024 Audit Committee | Donna M. Costello served as Chief Financial Officer of C&D Technologies, Inc., a global leader in energy storage solutions and services for the telecommunications, utility, uninterruptible power supply, cable, broadband, and renewable energy markets, from 2016 to 2020. She served as Chief Financial Officer (from 2008 to 2016) and Vice President, Controller and Chief Accounting Officer (from 2002 to 2008) of Sequa Corporation, which, through its subsidiary Chromalloy, is a global technology company and a leading solutions provider for aircraft engines and gas turbines. From 2019 until its acquisition in 2022 by Mativ, Ms. Costello was a member of the Board of Directors of Neenah, Inc. (formerly, NYSE: NP), serving as chair of the Audit Committee and as a member of the Compensation Committee. Ms. Costello was a member of the Board of Directors of Horizon Global Corporation (formerly, NASDAQ: HZN), from 2021 until its acquisition by First Brands Group in 2023, serving as a member of the Audit Committee. Since 2021, Ms. Costello is also a member of the Board of Directors of CTS Corporation (NYSE: CTS), where she serves as Chair of the Audit Committee. Director Qualifications: Ms. Costello brings to the Board nearly two decades of experience as a senior finance executive of several large, publicly traded corporations. | | Megan Faust Age 50 Director since 2020 Audit Committee; Compensation & Organization Committee | Megan Faust is currently Executive Vice President and Chief Financial Officer of Amkor Technology, Inc. (NASDAQ: AMKR), a leading provider of outsourced semiconductor packaging and test services. She joined Amkor in 2005 and became CFO in 2016, after serving six years as its Corporate Controller. Before that, Ms. Faust served as an auditor with KPMG LLP for 10 years. Director Qualifications: Ms. Faust brings to the Board experience as an active senior finance executive in a global technology manufacturing company. | | R. Colin Gouveia Age 60 Director since 2023 President and Chief Executive Officer | Colin Gouveia has served as Rogers’ President and Chief Executive Officer since January 2023. Mr. Gouveia previously served as Senior Vice President and General Manager of Rogers’ Elastomeric Material Solutions (EMS) business unit since June 2019. Prior to joining Rogers in June 2019, Mr. Gouveia served as Vice President and General Manager of Eastman Chemical’s global Chemical Intermediates business unit from December 2014. Mr. Gouveia has also held global leadership positions with Dow Chemical Company, The Rohm and Haas Company, and Imperial Chemical Industries (ICI). Mr. Gouveia served as an officer in the U.S. Army for five years. Director Qualifications: In addition to his perspectives as the CEO of Rogers, Mr. Gouveia brings to the Board more than three decades of cross-functional experience in the specialty chemical and materials manufacturing industries. |
Biographical Information of Director Nominees
| Name, Age as of March 1, 2024, and Positions with the Company | Principal Occupation, Business Experience, Directorships and Qualifications | | Armand F. Lauzon, Jr. Age 67 Director since 2023 Audit Committee; Compensation & Organization Committee | Armand Lauzon served as President, Chief Executive Officer, and as a director of C&D Technologies, Inc., a power conversion systems and electrical power storage company, from March 2015 to January 2020. Prior to that, Mr. Lauzon served as a chief executive officer and board member for three portfolio companies of The Carlyle Group Inc., a private equity firm, from 2002 to 2014. Earlier in his career, Mr. Lauzon served as President of Wyman Gordon, a subsidiary of Precision Castparts Corporation, which was acquired by Berkshire Hathaway Inc., from 1999 to 2002. He began his career In a variety of operations positions in the Aircraft Engine Division of General Electric Company, from 1979 to 1985. Mr. Lauzon currently serves on the board of directors of Zekelman Industries Inc., since 2005, and Northwest Hardwoods Inc., since 2021. He previously served on the board of directors of GCP Applied Technologies Inc., from May 2020 until its acquisition by Compagnie de Saint-Gobain S.A. in September 2022. Director Qualifications: Mr. Lauzon brings to the Board experience as a chief executive and senior executive of manufacturing and energy companies. | | Jeffrey J. Owens Age 69 Director since 2017 Audit Committee; Compensation & Organization Committee | Jeffrey Owens served as Executive Vice President and Chief Technology Officer of Delphi Automotive PLC, until his retirement in 2017. During his over 40-year career at Delphi, Mr. Owens served in a variety of technology, engineering, and operating leadership roles, including as President of Delphi’s Electronics and Safety Division and as President of Delphi Asia Pacific. Mr. Owens served as a director of Cypress Semiconductor Corporation from 2017 until 2020. Mr. Owens currently serves as a director on the board of indie Semiconductor. Director Qualifications: Mr. Owens brings to the Board experience as a chief technology executive of a global manufacturing company, with particular experience in technology, operations, and innovation. | | Anne K. Roby Age 59 Director since 2023 Audit Committee; Nominating, Governance & Sustainability Committee | Anne Roby served as Executive Vice President at Linde plc. until her retirement in 2020. She was a member of Linde’s Management Committee subsequent to Linde AG’s merger with Praxair and was responsible for global technology, market development, operational excellence and cyber security, digitalization, procurement, strategic sales, sustainability, and safety, health & environment, as well as the Praxair Surface Technologies, Electronic Materials, and Helium/Rare Gases businesses. Previously, she oversaw Praxair’s engineering, product line development, and project execution and led Praxair’s business in Asia. Dr. Roby is also a director of AMG Critical Materials N.V., Twelve, and Rinchem and previously served on the Board of CMC Materials, Inc. Dr. Roby currently serves on the Board of Trustees for Villanova University and is the Chair of the Board for Nuvance Health Network. Dr. Roby holds four patents for industrial gas applications. Director Qualifications: Dr. Roby brings to the Board experience as a senior global business executive in technology, operations, cyber security, and sustainability. | | Peter C. Wallace Age 69 Director since 2010 Board Chair; Compensation & Organization Committee; Nominating, Governance & Sustainability Committee | Peter Wallace served as Chief Executive Officer and a director of Gardner Denver Inc. from 2013 until his retirement in 2016. Previously, Mr. Wallace served as President and CEO and a director of Robbins & Myers, Inc. (2004 – 2013) and President and CEO of IMI Norgren Group (2001 – 2004). Mr. Wallace has also been a director of Curtiss-Wright Corporation since 2016 and a director of Applied Industrial Technologies, Inc. since 2005 (Chairman of the Board since 2014). Director Qualifications: Mr. Wallace brings to the Board experience as a chief executive of global manufacturing companies, as well as experience in corporate governance. |
Biographical Information of Director Nominees
None of the nominees for director are subject to any arrangement pursuant to which directors will be elected, nor are there any family relationships between any directors and any of the Company’s executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or in which the persons have a material interest adverse to us or any of our affiliates. Additionally, to the best of our knowledge, there have been no events under any bankruptcy act, no criminal proceedings, and no adverse findings or orders, judgments, sanctions, or injunctions during the last 10 years that are material to the evaluation of the ability or integrity of any of our directors or nominees for director. Our Corporate Governance The Board has adopted Corporate Governance Guidelines, provisions of our bylaws and other formal policies that establish a framework for our corporate governance practices. In addition to practices described below, our corporate governance practices include the following:
Biographical Information of Director Nominees
| | Strong corporate governance guidelines/policies | | Board and committee oversight of ESG and sustainability | | | Board independence (7 of 8 directors) | | Director and executive officer stock ownership guidelines | | | Separate CEO and Independent Board Chair | | Annual Board/Committee self-evaluations | | | Majority vote policy for uncontested elections with accompanying resignation policy | | Confidential Company hotline for reporting legal and ethical violations | | | All directors stand for election annually | | Retirement policy for directors | | | Annual Board review of Company strategic plan | | Related party transactions policy | | | Three Audit Committee Financial Experts | | No shareholder rights plan currently in place | | | Regular executive sessions of independent directors | | No supermajority shareholder voting requirements in bylaws | | | Diversity of Board skills and experience | | No dual class structure | | | Board ethnic/gender diversity | | Director training and education | | | 99% Director attendance at meetings in 2023 | | Board oversight of succession planning | | | Robust insider trading policy | | Clawback policy |
Fiscal Year 2023 Summary Compensation Table
| Name and Principal Position | Years Covered | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings | All Other Compensation(4) | Total | | R. Colin Gouveia | 2023 | $770,000 | $0 | $5,972,600 | $163,009 | $0 | $114,269 | $7,019,878 | | President and Chief | 2022 | $432,698 | $0 | $875,399 | $112,804 | $0 | $50,150 | $1,471,051 | | Executive Officer | 2021 | $409,646 | $0 | $1,072,551 | $328,021 | $0 | $41,271 | $1,851,489 | | Ram Mayampurath | 2023 | $453,086 | $0 | $1,910,822 | $66,686 | $0 | $14,670 | $2,445,264 | | Sr VP Finance, Chief | 2022 | $398,415 | $500,000(5) | $2,029,050 | $132,194 | $0 | $74,099 | $3,133,758 | | Financial Officer and Treasurer | 2021 | $334,297 | $0 | $713,798 | $320,033 | $0 | $21,171 | $1,389,299 | | Lawrence Schmid | 2023 | $387,692 | $0 | $1,076,370 | $45,017 | $0 | $14,670 | $1,523,750 | | Sr VP of Global | | | | | | | | | | Operations | | | | | | | | | | Jessica A. Morton | 2023 | $347,308 | $300,000(6) | $914,956 | $40,602 | $0 | $2,609 | $1,605,475 | | VP, General Counsel, and | | | | | | | | | | Corporate Secretary | | | | | | | | | | Michael R. Webb | 2023 | $327,237 | $0 | $916,515 | $48,416 | $0 | $57,183 | $1,349,350 | | SVP, Chief Administrative | | | | | | | | | | Officer | | | | | | | | |
Grants of Plan-Based Awards Table for Fiscal Year 2023
Grants of Plan-Based Awards Table for Fiscal Year 2023 The following table shows all plan-based awards granted to the NEOs during fiscal year 2023. The awards under the AICP are cash awards, and the RSUs and PSUs are non-cash awards (i.e., equity awards). The equity awards identified in the table below are also reported in the “Outstanding Equity Awards Table at End of Fiscal Year 2023” and the “Fiscal Year 2023 Summary Compensation Table” in this proxy.
Grants of Plan-Based Awards Table for Fiscal Year 2023
| Name | Grant Date | Estimated Future Payouts under Non- Equity Incentive Plan Awards (Expressed in Dollars)(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) | Grant Date Fair Value of Stock Awards(5) | | | | Threshold(1) | Target | Maximum | Threshold(1) | Target | Maximum | | | | R. Colin Gouveia | | | $770,000 | $1,540,000 | | | | | | | | 2/9/2023 | | | | | | | 11,640 | $1,741,693 | | | 2/9/2023 | | | | | 17,460 | 34,920 | | $4,230,907 | | Ram Mayampurath | | | $315,000 | $630,000 | | | | | | | | 2/9/2023 | | | | | | | 3,724 | $557,222 | | | 2/9/2023 | | | | | 5,586 | 11,172 | | $1,353,600 | | Lawrence E. Schmid | | | $212,647 | $425,293 | | | | | | | | 1/30/2023 | | | | | | | 3,000 | $411,570 | | | 1/30/2023 | | | | | 3,000 | 6,000 | | $664,800 | | Jessica A. Morton | | | $191,792 | $383,584 | | | | | | | | 3/11/2023 | | | | | | | 2,305 | $349,300 | | | 3/11/2023 | | | | | 2,305 | 4,610 | | $565,656 | | Michael R. Webb | | | $228,699 | $457,397 | | | | | | | | 4/11/2023 | | | | | | | 2,190 | $349,896 | | | 4/11/2023 | | | | | 2,190 | 4,380 | | $566,619 |
Grants of Plan-Based Awards Table for Fiscal Year 2023
| (1) There is no minimum threshold. |
Grants of Plan-Based Awards Table for Fiscal Year 2023
| (2) The amounts in this column represent the possible payout under the AICP to the NEOs, as described in the AICP section above. The amounts for Messrs. Schmid and Webb and Ms. Morton have been prorated based on the number of days actively employed by the Company during the 2023 performance period. |
Grants of Plan-Based Awards Table for Fiscal Year 2023
| (3) The amounts in this column represent PSUs granted under the LTIP to the NEOs, which generally vest based upon the Company’s TSR performance relative to an Index and require our executives to remain continuously employed by the Company through the applicable vesting dates, except as otherwise required by the terms of the underlying award agreements. |
Grants of Plan-Based Awards Table for Fiscal Year 2023
| (4) The amounts in this column represent RSUs granted under the LTIP to the NEOs, which are generally subject to three-year ratable vesting and require our executives to remain continuously employed by the Company through the applicable vesting dates, except as otherwise required by the terms of the underlying award agreements. |
Grants of Plan-Based Awards Table for Fiscal Year 2023
| (5) The amounts in this column are valued based on the aggregate grant date fair value computed in accordance with ASC 718. The Committee converts each NEO’s target long-term incentive award value into a number of target shares using the average closing price per share of Rogers’ capital stock for the 30 trading days prior to the grant date. The share price used in 2023 for LTIP awards was based on the average closing price per share of Rogers’ capital stock for the 30 trading days prior to the grant date: January 30, 2023, $122.90; February 9, 2023, $130.61; March 11, 2023, $149.50; and April 11, 2023, $154.31. |
Outstanding Equity Awards Table at End of Fiscal Year 2023
Outstanding Equity Awards Table at End of Fiscal Year 2023 The following table contains information regarding outstanding equity awards held by the NEOs as of December 31, 2023. RSUs are reported in the first two columns of the table. PSUs are reported under the subheading “Equity Incentive Plan.”
Outstanding Equity Awards Table at End of Fiscal Year 2023
| | | | | Equity Incentive Plan | | | | Grant Date | Number of Shares of Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | R. Colin Gouveia | 2/10/2021 | 827 | $109,222 | | | | | 2/14/2022 | 2,140 | $282,630 | | | | | 2/9/2023 | 11,640 | $1,537,295 | | | | | 2/9/2023 | | | 34,920 | $4,611,884 | | Ram Mayampurath | 2/10/2021 | 153 | $20,207 | | | | | 5/1/2021 | 297 | $39,225 | | | | | 2/14/2022 | 2,166 | $286,064 | | | | | 12/8/2022 | 9,530 | $1,258,627 | | | | | 2/9/2023 | 3,724 | $491,829 | | | | | 2/9/2023 | | | 11,172 | $1,475,486 | | Lawrence E. Schmid | 1/30/2023 | 3,000 | $396,210 | | | | | 1/30/2023 | | | 6,000 | $792,420 | | Jessica A. Morton | 3/11/2023 | 2,305 | $304,421 | | | | | 3/11/2023 | | | 4,610 | $608,843 | | Michael R. Webb | 4/11/2023 | 2,190 | $289,233 | | | | | 4/11/2023 | | | 4,380 | $578,467 |
Outstanding Equity Awards Table at End of Fiscal Year 2023
| (1) Represents 2021, 2022, and 2023 RSUs that generally vest in equal one-third increments on each of the first three anniversaries of the grant date, provided that the executive is still employed by the Company. For the 2021, 2022, and 2023 awards, accelerated pro-rata vesting applies in case of death, disability, or termination of employment after attaining at least 60 years of age and completing five years of service and in certain cases, in connection with a change in control. See the discussion under “Potential Payments on Termination or Change in Control” in this proxy. |
Outstanding Equity Awards Table at End of Fiscal Year 2023
| (2) Calculation based on the closing price of the Company’s capital stock of $132.07 per share on December 29, 2023. |
Outstanding Equity Awards Table at End of Fiscal Year 2023
| (3) Represents 2023 PSUs outstanding as of December 31, 2023, which vest after a three-year period based on relative TSR, as described in the LTIP section above. Based on SEC rules with respect to performance trends as of the end of 2023, the disclosed amounts for the PSUs reflect an estimated payout percent of maximum 200%. Except as described above in connection with a change in control, payment of shares earned based on performance generally requires that the executive remain employed on the last day of the fiscal year in the relevant performance period. |
Stock Vested Table for Fiscal Year 2023
Stock Vested Table for Fiscal Year 2023 The following table sets forth RSUs and PSUs for all NEOs that vested during 2023. For the 2021-2023 PSUs, TSR performance did not meet the performance threshold with a relative ranking of 21.4%. Therefore, there was no payout for the 2021-2023 PSUs.
Stock Vested Table for Fiscal Year 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized Upon Vesting | | R. Colin Gouveia | 3,272 | $493,098 | | Ram Mayampurath | 1,782 | $270,665 | | Lawrence E. Schmid | 0 | $0 | | Jessica A. Morton | 0 | $0 | | Michael R. Webb | 0 | $0 |
Fiscal Year 2023 Nonqualified Deferred Compensation Table
Fiscal Year 2023 Nonqualified Deferred Compensation Table This table provides information about the Rogers Corporation Deferred Compensation Plan (for purposes of this section, the “Plan”) maintained for the benefit of our NEOs. An NEO may only earn nonqualified deferred compensation by electing to defer receipt of compensation that would otherwise be payable to him or her in cash. The amounts shown in the column “Executive Contributions” reflect deferrals of NEO compensation received in 2023, including in some cases the 2022 AICP award which was payable in 2023. If the NEOs had not chosen to defer this compensation, we would have paid these amounts to the NEOs in cash in 2023.
Fiscal Year 2023 Nonqualified Deferred Compensation Table
| Name | Executive Contributions in the Last Fiscal Year(1) | Registrant Contributions in the Last Fiscal Year(2) | Aggregate Earnings in the Last Fiscal Year(3) | Aggregate Withdrawals Distribution | Aggregate Balance at Last Fiscal Year End(4) | | R. Colin Gouveia | $53,900 | $0 | $21,537 | $0 | $197,504 | | Ram Mayampurath | $0 | $0 | $63,857 | $0 | $500,783 | | Lawrence E. Schmid | $0 | $0 | $0 | $0 | $0 | | Jessica A. Morton | $0 | $0 | $0 | $0 | $0 | | Michael R. Webb | $0 | $0 | $0 | $0 | $0 |
Fiscal Year 2023 Nonqualified Deferred Compensation Table
| (1) Deferred earnings for Mr. Gouveia are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Fiscal Year 2023 Summary Compensation Table” in this proxy. |
Fiscal Year 2023 Nonqualified Deferred Compensation Table
| (2) Reflects 2023 matching credit on executive contributions (if any); included in the “Deferred Compensation Company Match” column in the “All Other Compensation Table for Fiscal Year 2023” in this proxy. There were no matching contributions for 2023. |
Fiscal Year 2023 Nonqualified Deferred Compensation Table
| (3) Reflects interest and investment returns on balances in 2023. |
Fiscal Year 2023 Nonqualified Deferred Compensation Table
| (4) The amounts listed in this column include the following amounts which were reported in the “Fiscal Year 2023 Summary Compensation Table” in previous years: for Mr. Gouveia, $75,467, and for Mr. Mayampurath, $441,988. |
Fiscal Year 2023 Nonqualified Deferred Compensation Table
The Plan allows participants to elect to defer up to 100% of their annual bonus and 50% of their base salary. The Plan allows for the participant to make investment elections similar to the qualified 401(k) plan. Bonus deferral elections take place annually in the month of June for any bonuses paid out in the following year and salary deferral elections take place annually in November/December for the upcoming year. The participants’ balances and any earnings thereon will be reflected on the Company’s books as general unsecured obligations of the Company. All payments under the Plan will come from the general assets of the Company. The Company has placed assets to pay plan benefits in a Rabbi Trust to protect the assets in the event of a change in control in the ownership or management of the Company. Once a change in control occurs, the assets may only be used to pay the promised benefit to participants, except in the event of the Company’s bankruptcy or insolvency. In the event of such an occurrence, Rabbi Trust assets are treated like all other corporate assets and are subject to the claims of all general creditors of the Company. Participants will be considered general creditors and will have no greater rights to their balance than other general creditors. A Company match is credited on all salary and bonus deferrals into the Plan if the participant contributed the annual maximum allowed under the 401(k) plan for the year. If the participant did not contribute the annual maximum allowed under the Company’s 401(k) plan for the year, no matching contributions will be made into the Plan by the Company on the participant’s behalf. The amount of the match is equal to the rate of the 401(k) Company match (which is currently 100% of the first 1% and 50% of the next 5% of eligible compensation). The Company match on deferrals is made in cash. Each participant has a fully vested interest in the Company match. Payment(s) of deferred amounts with respect to the deferrals made for a specific year will commence on April 15th of the year following the passage of the number of years specified by the individual in the deferral election for that year, or 30 days after the participant ceases to be an employee. Payment elections are made at the time of the deferral election. Payments are made in a lump sum or installments over a period of not more than 10 years. Any requested changes in the timing of the payments by participants must result in the extension of the existing payment date by at least an additional five years. Accelerated payment may occur upon a change in control or a bona fide unforeseen financial hardship. Payments made upon a participant’s separation from service may be delayed six months, if necessary, to avoid penalties under Internal Revenue Code Section 409A. To the extent permitted under Internal Revenue Code Section 409A, certain amounts in a participant’s deferred compensation account, such as amounts deferred and vested prior to January 1, 2005, are not subject to Section 409A.
Potential Payments on Termination, Retirement or Death or Disability
Potential Payments on Termination, Retirement or Death or Disability NEOs may be entitled to receive the following amounts earned during their term of employment regardless of the way their employment terminates:
Potential Payments on Termination, Retirement or Death or Disability
| • | Unpaid base salary through the date of termination |
Potential Payments on Termination, Retirement or Death or Disability
| • | Any unpaid award under the AICP with respect to a completed performance period and all vested equity awards granted under the Rogers’ equity compensation plans, except in the event of termination for cause |
Potential Payments on Termination, Retirement or Death or Disability
| • | All accrued and vested benefits under the Rogers Corporation Deferred Compensation Plan |
Potential Payments on Termination, Retirement or Death or Disability
| • | All other benefits under the Company’s compensation and benefit programs that are available to all salaried employees and do not discriminate in scope, terms, or operation in favor of the NEOs |
Potential Payments on Termination, Retirement or Death or Disability
In the event an NEO retires, then, in addition to the items listed above, the retiring NEO will receive the following benefits:
Potential Payments on Termination, Retirement or Death or Disability
| • | Unpaid payment of a pro-rata portion of the NEO’s AICP award for the performance year in which the termination occurs, based on actual performance |
Potential Payments on Termination, Retirement or Death or Disability
| • | Vesting of a pro-rata portion of time- and performance-based grants, provided that the NEO is at least 60 years old and has at least five years of service at Rogers |
Potential Payments on Termination, Retirement or Death or Disability
In the event of an NEO’s death or disability (as defined in the applicable compensation program), then, in addition to the benefits listed above, the NEO (or the NEO’s estate) will receive the following:
Potential Payments on Termination, Retirement or Death or Disability
| • | Benefits under Rogers’ disability plan or payments under Rogers’ life insurance plan, as appropriate |
Potential Payments on Termination, Retirement or Death or Disability
| • | Vesting of a pro-rata portion of any PSUs based on the Company’s actual performance during the performance period, with shares with respect to vested units paid out at the end of the performance period |
Potential Payments on Termination, Retirement or Death or Disability
| • | Vesting of a pro-rata portion of any time-based RSUs |
Potential Payments on Termination, Retirement or Death or Disability
| • | Payment of a pro-rata portion of the NEO’s AICP award for the performance year in which the termination occurs based on actual performance |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control The Rogers Corporation Severance Plan (the “Severance Plan”) provides a market-based severance program that helps us recruit and retain executives on competitive terms. In order to participate in the Severance Plan, an executive must execute a participation agreement providing that severance payments and benefits provided under the Severance Plan are in lieu of any other severance payments or benefits to which they would have otherwise been entitled. In 2023, all of the NEOs participated in the Severance Plan. The Severance Plan will provide benefits to an NEO if that NEO (i) is involuntarily terminated by the Company for any reason other than for cause or (ii) terminates their employment with the Company for good reason (each referred to as a “Qualifying Termination”). The amount of benefits paid under the Severance Plan depends on whether the Qualifying Termination occurs within a certain period following a “Change in Control” (as defined in the Severance Plan). Benefits under the Severance Plan include:
Potential Payments upon Termination or Change in Control
| • | For our CEO, a lump sum cash payment equal to the amount determined by multiplying the sum of his base salary and target annual bonus by two; |
Potential Payments upon Termination or Change in Control
| • | For the NEOs other than our CEO, a lump sum cash payment equal to the following: (A) if the Qualifying Termination occurs within the first three years of the NEO’s participation in the Severance Plan and no change in control has occurred, the sum of the NEO’s annual base salary and target annual bonus for the NEO’s Severance Coverage Period (defined below), (B) if the Qualifying Termination occurs after the third anniversary of the NEO’s participation in the Severance Plan and no change in control has occurred, the NEO’s annual base salary for the NEO’s Severance Coverage Period, and (C) if the Qualifying Termination occurs within one year after a change in control at any time during which the NEO is covered by the Severance Plan, the sum of the NEO’s annual base salary and target annual bonus for the NEO’s Severance Coverage Period; |
Potential Payments upon Termination or Change in Control
| • | Subsidized premium payments for continuation of medical and dental insurance coverage following the Qualifying Termination for up to 18 months, depending on the circumstances of the Qualifying Termination (or cash in lieu thereof); and |
Potential Payments upon Termination or Change in Control
| • | Reasonable outplacement services (with a value not to exceed $50,000). |
Potential Payments upon Termination or Change in Control
Generally, for NEOs other than our CEO, the “Severance Coverage Period” is 12 months. For Mr. Schmid and Ms. Morton, if their Qualifying Termination occurs during the first 24 months of their employment, their Severance Coverage Period will be 18 months (as opposed to 12 months). In addition, for all NEOs other than our CEO, there is an enhanced “Severance Coverage Period” of 18 months if the Qualifying Termination occurs during the one-year period after a change in control. The Severance Plan also provides that the value of, and rights attendant to, each equity-based award held by an NEO will be preserved or the award will be cashed out in a manner consistent with the plan and award agreement under which the award is issued. The Severance Plan contains a “best-after-tax” cutback provision so that, in the event that payments to a covered executive in connection with a change in control would constitute parachute payments within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, the payments will either be cut back or paid in full to the executive, depending on which yields the better financial result for the executive, after accounting for excise taxes that would need to be paid. Benefits under the Severance Plan are also conditioned upon the NEO’s execution of a general release and separation agreement and compliance with covenants regarding non-competition, non-solicitation, non-disparagement, and confidentiality. Pursuant to agreements with the Company, Mr. Schmid and Ms. Morton will also receive accelerated vesting of 50% of their unvested outstanding LTIP awards, if their Qualifying Termination occurs during the first 24 months of their employment.
CEO Pay Ratio for 2023
CEO Pay Ratio for 2023 With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Fiscal Year 2023 Summary Compensation Table in this proxy statement.
CEO Pay Ratio for 2023
| Median Employee annual total compensation (excluding the CEO) | $33,954 | | CEO annual total compensation | $7,019,878 | | Ratio of CEO to Median Employee compensation | 206.75 to 1.0 |
CEO Pay Ratio for 2023
This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
Methodology
| (3) To calculate compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for 2023 for Mr. Gouveia and for the average of the other NEOs is set forth following the footnotes to this table. |
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.
PEO AND AVERAGE NEO COMPENSATION ACTUALLY PAID
PEO AND AVERAGE NEO COMPENSATION ACTUALLY PAID
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years.
PEO AND AVERAGE NEO COMPENSATION ACTUALLY PAID
PEO AND AVERAGE NEO COMPENSATION ACTUALLY PAID
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Sales
Description of Relationship Between PEO and Other NEO Compensation Actually Paid and Net Sales The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net sales during the four most recently completed fiscal years
PEO AND AVERAGE NEO COMPENSATION ACTUALLY PAID
PEO AND AVERAGE NEO COMPENSATION ACTUALLY PAID
Director Compensation Table 2023
Director Compensation Table 2023
Director Compensation Table 2023
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Keith L. Barnes | $84,000 | $153,909 | — | $237,909 | | Larry L. Berger | $51,750 | $153,909 | — | $205,659 | | Megan Faust | $87,250 | $153,909 | — | $241,159 | | Bruce D. Hoechner | $0 | $0 | $255,877 | $255,877 | | Carol R. Jensen | $26,000 | $0 | — | $26,000 | | Keith R. Larson | $26,000 | $0 | — | $26,000 | | Armand F. Lauzon, Jr. | $66,250 | $185,877 | — | $252,127 | | Ganesh Moorthy | $84,000 | $153,909 | — | $237,909 | | Jeffrey J. Owens | $79,000 | $153,909 | — | $232,909 | | Anne K. Roby | $65,000 | $185,877 | — | $250,877 | | Helene Simonet | $30,000 | $0 | — | $30,000 | | Peter C. Wallace | $143,000 | $170,110 | — | $313,110 |
Director Compensation Table 2023
| (1) Represents annual retainer for board and committee service, which is paid in cash. |
Director Compensation Table 2023
| (2) The fair value of Deferred Stock Unit Awards is the same as the compensation cost reported in Rogers’ financial statements. All Deferred Stock Units awarded to directors are fully vested as of the award date. On May 4, 2023, each non-management director received a Deferred Stock Unit Award of units representing 950 shares of our capital stock, except for Mr. Wallace who received 1,050 shares of our capital stock. The number of shares of capital stock underlying the Deferred Stock Unit was calculated in accordance with ASC 718. As of December 31, 2023, each non-management director held 950 Deferred Stock Units, except for Mr. Wallace who held 1,050 Deferred Stock Units, and Mr. Lauzon and Dr. Roby who each held 1,150 Deferred Stock Units. |
Director Compensation Table 2023
| (3) Mr. Hoechner earned $198,000 in base salary in respect of his service as our employee during the first quarter of 2023. He also received a cash payment of $57,877 upon his retirement from the Company, in lieu of vacation that he had accrued during his tenure with the Company. He did not receive any additional compensation for his service as a director during 2023. |