DEF 14A of Rogers Corp
Filed Mar 26, 2025 · FY20240001140361-25-010421
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 nine 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 26, 2025, and Positions with the Company | Principal Occupation, Business Experience, Directorships, and Qualifications | | Larry L. Berger Age 64 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 Cleaning Institute. 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 52 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 and a member of the Compensation and Talent 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 51 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 61 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 26, 2025, and Positions with the Company | Principal Occupation, Business Experience, Directorships, and Qualifications | | Armand F. Lauzon, Jr. Age 68 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. | | Woon Keat Moh Age 51 Director since 2025 | Woon Keat Moh is currently Senior Vice President and President of the Color, Additives & Inks global business segments at Avient Corporation. Since joining Avient in 2010, he has had multiple senior leadership roles, including President of the Americas and Asia regions of the Color, Additives & Inks segment. Other roles at Avient include Sales Director for Color and Additives Asia and General Manager of Specialty Engineered Materials Asia. He also served as Vice President of Asia for Avient. Prior to joining Avient, Mr. Moh worked at Bayer and Clariant, where he served in various commercial leadership roles. Director Qualifications: Mr. Moh brings to the Board experience as an executive leading global businesses in the specialty materials industry, including significant leadership roles in Asia and North America. | | Jeffrey J. Owens Age 70 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 60 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 executive leadership team subsequent to Linde AG’s merger with Praxair and was responsible for global technology, market development, operational excellence, 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. Dr. Roby currently serves on the boards of AMG Critical Materials N.V., Twelve, and Rinchem. In addition, Dr. Roby serves on the Board of Trustees for Villanova University and is a director on the board for Nuvance Health Network, where she is the Chair of the Nomination and Governance Committee. She previously served on the board of CMC Materials, Inc. 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 70 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 (8 of the 9 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 | | | Clawback policy | | No dual class structure | | | 96% Director attendance at meetings in 2024 | | Director training and education | | | Robust insider trading policy | | Board oversight of succession planning |
Fiscal Year 2024 Summary Compensation Table
| Name and Principal Position | Years Covered | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total(5) | | R. Colin Gouveia | 2024 | $782,439 | $0 | $5,885,777 | $227,515 | $29,523 | $6,925,254 | | President and Chief | 2023 | $770,000 | $0 | $5,972,600 | $163,009 | $114,269 | $7,019,878 | | Executive Officer | 2022 | $432,698 | $0 | $875,399 | $112,804 | $50,150 | $1,471,051 | | Laura Russell | 2024 | $358,192 | $0 | $450,119 | $56,812 | $14,878 | $880,001 | | Sr VP, Chief | | | | | | | | | Financial Officer and Treasurer | | | | | | | | | Ram Mayampurath | 2024 | $362,856 | $0 | $1,994,997 | $62,938 | $26,175 | $2,446,966 | | Former Sr VP, Chief | 2023 | $453,086 | $0 | $1,910,822 | $66,686 | $14,670 | $2,445,264 | | Financial Officer and Treasurer | 2022 | $398,415 | $500,000 | $2,029,050 | $132,194 | $74,099 | $3,133,758 | | Lawrence E.Schmid | 2024 | $426,785 | $0 | $871,104 | $56,879 | $16,770 | $1,371,538 | | Sr VP of Global | 2023 | $387,692 | $0 | $1,076,370 | $45,017 | $14,670 | $1,523,750 | | Operations | | | | | | | | | Jessica A. Morton | 2024 | $436,946 | $0 | $813,938 | $58,233 | $16,611 | $1,325,728 | | VP, General Counsel and | 2023 | $347,308 | $300,000 | $914,956 | $40,602 | $2,609 | $1,605,475 | | Corporate Secretary | | | | | | | | | Michael R. Webb | 2024 | $450,639 | $0 | $800,327 | $77,562 | $2,737 | $1,331,265 | | Sr VP, Chief Administrative | 2023 | $327,237 | $0 | $916,515 | $48,416 | $57,183 | $1,349,350 | | Officer | | | | | | | |
Grants of Plan-Based Awards Table for Fiscal Year 2024
Grants of Plan-Based Awards Table for Fiscal Year 2024 The following table shows all plan-based awards granted to the NEOs during fiscal year 2024. 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 2024” and the “Fiscal Year 2024 Summary Compensation Table” in this proxy.
Grants of Plan-Based Awards Table for Fiscal Year 2024
| Name | Grant Date | Estimated Future Payouts under Non- Equity Incentive Plan Awards (Expressed in Dollars)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) | Grant Date Fair Value of Stock Awards(5) | | | | Threshold | Target | Maximum | Threshold(3) | Target | Maximum | | | | R. Colin Gouveia | | $314,317 | $942,480 | $1,570,643 | | | | | | | | 02/19/2024 | | | | | | | 13,970 | $1,657,960 | | | 02/19/2024(6) | | | | 0 | 20,950 | 41,900 | | $3,216,663 | | | 02/19/2024(7) | | | | 4,260 | 8,520 | 17,040 | | $1,011,154 | | Laura Russell | | $57,977 | $173,843 | $289,709 | | | | | | | | 02/13/2024 | | | | | | 540 | | $62,127 | | | 02/13/2024(6) | | | | 0 | 540 | 1,080 | | $80,692 | | | 12/10/2024 | | | | | | | 2,861 | $307,300 | | Ram Mayampurath | | $115,933 | $347,625 | $579,317 | | | | | | | | 02/19/2024 | | | | | | | 4,270 | $506,764 | | | 02/19/2024(6) | | | | | 0 | 6,400 | 12,800 | $982,656 | | | 02/19/2024(7) | | | | | 2,130 | 4,260 | 8,520 | $505,577 | | Lawrence E. Schmid | | $78,579 | $235,620 | $392,661 | | | | | | | | 02/19/2024 | | | | | | | 3,200 | $379,776 | | | 02/19/2024(6) | | | | | 0 | 3,200 | 6,400 | $491,328 | | Jessica A. Morton | | $80,450 | $241,230 | $402,010 | | | | | | | | 02/19/2024 | | | | | | | 2,990 | $354,853 | | | 02/19/2024(6) | | | | 0 | 2,990 | 5,980 | | $459,085 | | Michael R. Webb | | $107,154 | $321,300 | $535,446 | | | | | | | | 02/19/2024 | | | | | | | 2,940 | $348,919 | | | 02/19/2024(6) | | | | 0 | 2,940 | 5,880 | | $451,408 |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (1) 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 Mr. Mayampurath shown in the table are full-year amounts had he remained employed through the end of 2024. The actual amount earned by him was prorated based on the number of days actively employed by the Company during the 2024 performance period. As described in more detail in the “Annual Incentive Compensation Plan (“AICP”) section above, Ms. Russell’s 2024 AICP opportunity was made up of three components related to her service prior to her promotion to Interim CFO, her time as Interim CFO, and her ultimate promotion to CFO. The amounts represented in this column for Ms. Russell represent the sum of these three components. |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (2) The amounts in this column represent PSUs granted under the LTIP to the NEOs, including both TSR PSUs, which were granted to all NEOs, and Financial PSUs, which were issued only to Messrs. Gouveia and Mayampurath. |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (3) There is no minimum threshold with respect to TSR PSUs; however, the Financial PSUs have a threshold estimated future payout that is reported in this column. |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (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. In addition to the annual award of RSUs granted to the NEOs, the number of RSUs that Ms. Russell received in connection with the Initial CFO Equity Incentive Award, as described in more detail in the “Long-Term Incentive Plan (“LTIP”) section above, are represented here. |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (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 2024 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: February 19, 2024, $118.68; February 13, 2024, $115.05; and December 10, 2024, $107.41. |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (6) The TSR PSUs generally vest based upon the Company’s TSR performance relative to the Index at the end of the three-year performance period. Our PSUs generally require our executives to remain continuously employed by the Company through the applicable vesting dates, except as otherwise provided in the underlying award agreements. |
Grants of Plan-Based Awards Table for Fiscal Year 2024
| (7) The Financial PSUs are eligible to vest at the end of 2025, contingent upon the achievement of certain 2025 net revenue goals. Our PSUs generally require our executives to remain continuously employed by the Company through the applicable vesting dates, except as otherwise provided in the underlying award agreements. |
Outstanding Equity Awards Table at End of Fiscal Year 2024
Outstanding Equity Awards Table at End of Fiscal Year 2024 The following table contains information regarding outstanding equity awards held by the NEOs as of December 31, 2024. RSUs are reported in the columns titled “Numbers of Shares or Units of Stock That Have Not Vested” and “Market Value of Shares or Units of Stock That Have Not Vested”. PSUs are reported in the columns under the subheading “Equity Incentive Plan.”
Outstanding Equity Awards Table at End of Fiscal Year 2024
| | | | | Equity Incentive Plan | | | Name | 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 | 02/14/2022 | 1,070 | $108,241 | | | | | 02/09/2023 | 7,760 | $788,494 | | | | | 02/09/2023 | | | 34,920 | $3,548,221 | | | 02/19/2024 | 13,970 | $1,419,492 | | | | | 02/19/2024 | | | 20,950 | $2,128,730 | | | 02/19/2024 | | | 8,520 | $865,717 | | Laura Russell | 09/05/2023 | 226 | $22,964 | | | | | 09/05/2023 | | | 680 | $69,095 | | | 02/13/2024 | 540 | $54,869 | | | | | 02/13/2024 | | | 540 | $54,869 | | | 12/10/2024(4) | 2,861 | $290,706 | | | | Ram Mayampurath | 02/09/2023 | | | 6,514 | $661,888 | | | 02/19/2024 | | | 1,600 | $162,576 | | Lawrence E. Schmid | 01/30/2023 | 2,000 | $203,220 | | | | | 01/30/2023 | | | 6,000 | $609,660 | | | 02/19/2024 | 3,200 | $325,152 | | | | | 02/19/2024 | | | 3,200 | $325,152 | | Jessica A. Morton | 03/11/2023 | 1,536 | $156,073 | | | | | 03/11/2023 | | | 4,610 | $468,422 | | | 02/19/2024 | 2,990 | $303,814 | | | | | 02/19/2024 | | | 2,990 | $303,814 | | Michael R. Webb | 04/11/2023 | 1,460 | $148,351 | | | | | 04/11/2023 | | | 4,380 | $445,052 | | | 02/19/2024 | 2,940 | $298,733 | | | | | 02/19/2024 | | | 2,940 | $298,733 |
Outstanding Equity Awards Table at End of Fiscal Year 2024
| (1) Represents 2022, 2023, and 2024 RSUs that generally vest in equal one-third increments on each of the first three anniversaries of the grant date, provided generally that the executive is still employed by the Company. For the 2022, 2023, and 2024 awards, accelerated pro-rata vesting applies in certain circumstances as discussed under the “Potential Payments on Termination or Change in Control” section in this proxy. |
Outstanding Equity Awards Table at End of Fiscal Year 2024
| (2) Calculation based on the closing price of the Company’s capital stock of $101.61 per share on December 31, 2024. |
Outstanding Equity Awards Table at End of Fiscal Year 2024
| (3) Represents 2023 and 2024 TSR PSUs and Financial PSUs outstanding as of December 31, 2024. Each NEO was awarded TSR PSUs in 2023 and 2024 and only Messrs. Gouveia and Mayampurath were awarded Financial PSUs in 2024. Mr. Mayampurath’s TSR PSUs remained outstanding on a prorated basis upon his resignation after meeting retirement criteria, but his Financial PSUs were forfeited in accordance with their terms. Based on SEC rules with respect to performance trends as of the end of 2024, the disclosed amounts for PSUs reflect an estimated payout percentage of maximum 200% for the 2023 TSR PSUs and target 100% for the 2024 TSR PSUs and 100% for the Financial PSUs. TSR PSUs vest after a three-year period based on the attainment of the applicable, relative TSR goals, as described in the LTIP section above. Financial PSUs, described in the LTIP section above, are eligible to vest on December 31, 2025, based on attainment of 2025 net revenue goals. Settlement of the TSR PSUs and Financial PSUs generally requires that the executive remain employed by the Company on the last day of the fiscal year in the relevant performance period, accelerated pro-rata vesting applies in certain circumstances as discussed under the “Potential Payments on Termination or Change in Control” section in this proxy, except in certain circumstances as discussed under the “Potential Payments on Termination or Change in Control” section in this proxy. |
Outstanding Equity Awards Table at End of Fiscal Year 2024
| (4) Represents the Initial CFO Equity Incentive Award, which is subject to the same terms as the Company’s RSUs described in footnote 1 to this table, described in more detail in the LTIP section above. |
Stock Vested Table for Fiscal Year 2024
Stock Vested Table for Fiscal Year 2024 The following table sets forth RSUs and PSUs for all NEOs that vested during 2024.
Stock Vested Table for Fiscal Year 2024
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized Upon Vesting | | R. Colin Gouveia | 5,777 | $685,627 | | Laura Russell | 114 | $11,709 | | Ram Mayampurath(1) | 9,438 | $1,080,363 | | Lawrence E. Schmid | 1,000 | $118,360 | | Jessica A. Morton | 769 | $90,550 | | Michael R. Webb | 730 | $83,826 |
Stock Vested Table for Fiscal Year 2024
| (1) 6,663 shares with a value of $725,986 were vested upon Mr. Mayampurath’s resignation and will be delivered in April 2025 because he was a “specified employee” within the meaning of Internal Revenue Code Section 409A and such payments are subject to a six-month delay. |
Fiscal Year 2024 Nonqualified Deferred Compensation Table
Fiscal Year 2024 Nonqualified Deferred Compensation Table This table provides information about the Rogers Corporation Deferred Compensation Plan (the “Deferred Compensation 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 in the Last Fiscal Year” reflect deferrals of NEO compensation received in 2024, including in some cases the 2023 AICP award which was payable in 2024. If the NEOs had not chosen to defer this compensation, we would have paid these amounts to the NEOs in cash in 2024.
Fiscal Year 2024 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/ Distributions | Aggregate Balance at Last Fiscal Year End(4) | | R. Colin Gouveia | $62,930 | $0 | $35,227 | $0 | $295,661 | | Laura Russell | $0 | $0 | $0 | $0 | $0 | | Ram Mayampurath | $0 | $0 | $64,658 | $0 | $565,441 | | 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 2024 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 2024 Summary Compensation Table” in this proxy. |
Fiscal Year 2024 Nonqualified Deferred Compensation Table
| (2) Reflects matching credit on executive contributions (if any); included in the “Deferred Compensation Company Match” column in the “All Other Compensation Table for Fiscal Year 2024” in this proxy. There were no matching contributions for 2024. |
Fiscal Year 2024 Nonqualified Deferred Compensation Table
| (3) Reflects interest and investment returns on balances in the Deferred Compensation Plan in 2024. |
Fiscal Year 2024 Nonqualified Deferred Compensation Table
| (4) The amounts listed in this column include the following amounts which were reported in the “Summary Compensation Table” in previous years: for Mr. Gouveia, $129,367, and for Mr. Mayampurath, $441,988. |
Fiscal Year 2024 Nonqualified Deferred Compensation Table
The Deferred Compensation Plan allows participants, including the NEOs, to elect to defer up to 100% of their annual bonus and 50% of their base salary. The Deferred Compensation Plan allows for the participant to make investment elections similar to the Company’s 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 Deferred Compensation 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. The Company may, in its sole discretion, make contributions to the Deferred Compensation Plan on behalf of any participant. In 2024, the Company matched deferrals that participants made into the Deferred Compensation Plan, so long as the participants had contributed the annual maximum allowed under the Company’s 401(k) Plan. The match was equal to the rate of the 401(k) Company match (100% of the first 1% and 50% of the next 5% of eligible compensation), and the matching contributions were immediately vested. When participants enroll in the plan and make deferral elections, they also make distribution elections, which establish when and how they will receive their plan distributions. Distributions may generally be made at set times during the participant’s employment, in connection with the participant’s cessation of employment (in a lump sum or installments), upon death, disability, a change in control, or an unforeseen emergency. Distributions upon a participant’s cessation of employment may also be subject to a six-month delay if required for “specified employees” under the Code.
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
| • | 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
| • | Under the AICP as in effect for 2024, the 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 TSR 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
| • | Any unpaid award under the AICP for a completed performance year. |
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 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 target AICP award for the performance year in which the termination occurs |
Potential Payments upon Qualifying Termination or Change in Control
Potential Payments upon Qualifying 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. As of December 31, 2024, all of the NEOs, other than Mr. Mayampurath, who resigned from the Company in September 2024, 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 term as defined in the Severance Plan and collectively 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 Qualifying 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 Qualifying 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 Qualifying 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 Qualifying Termination or Change in Control
| • | Reasonable outplacement services (with a value generally not to exceed $50,000). |
Potential Payments upon Qualifying 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 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, 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 2024
CEO Pay Ratio for 2024 With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Fiscal Year 2024 Summary Compensation Table in this proxy statement.
CEO Pay Ratio for 2024
| Median Employee annual total compensation (excluding the CEO) | $48,885 | | CEO annual total compensation | $6,925,254 | | Ratio of CEO to Median Employee compensation | 141.66 to 1.0 |
CEO Pay Ratio for 2024
This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. In accordance with SEC rules, we are using the same median employee for the CEO Pay Ratio as was used in 2023, the first year that this median employee was selected for purposes of this disclosure. There has been no change in our employee population or employee compensation arrangements that we reasonably believe would significantly impact the pay ratio disclosure and require us to select a new median employee. In 2023, we conducted an analysis to determine the median of the annual total compensation of all our full-time, part-time, seasonal, and temporary employees as of December 31, 2023, both in and outside of the United States, excluding contractors. As permitted by SEC rules, we excluded approximately 3% of our global employee population from the median employee calculation. Generally, we used actual base salary and actual bonus for the period from January 1, 2023 through December 31, 2023, annualized as applicable, as these compensation elements represented our principal broad-based compensation elements. Payments not made in U.S. dollars were converted using applicable currency exchange rates, without any cost-of-living adjustments. Using this methodology, we identified the individual at the median of our employee population who was the best representative of our employee population. The individual was a full-time employee based in Germany. For 2024, we calculated this employee’s 2024 annual total compensation using the same methodology that we use for determining the annual total compensation of our named executive officers, as reported in the “Fiscal Year 2024 Summary Compensation Table” above, resulting in annual total compensation of $48,885. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. Pay versus Performance The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with the SEC disclosure rules:
CEO Pay Ratio for 2024
| | | | | | Value of Initial Fixed $100 | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for non-PEO NEOs(2) | Average Compensation Actually Paid to non-PEO NEOs(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income ($M) | Net Sales ($M)(6) | | 2024 | $6,925,254 | $1,468,988 | $1,471,100 | $277,176 | $81.46 | $178.38 | $26.1 | $830.1 | | 2023 | $7,019,878 | $5,868,695 | $1,730,960 | $1,540,794 | $105.88 | $149.11 | $56.6 | $908.4 | | 2022 | $4,545,401 | ($8,743,936) | $1,775,842 | ($635,938) | $95.68 | $116.57 | $116.6 | $971.6 | | 2021 | $5,792,438 | $18,065,163 | $1,404,691 | $2,305,335 | $218.87 | $133.10 | $108.1 | $932.9 | | 2020 | $4,188,162 | $5,610,130 | $1,325,109 | $1,518,722 | $124.50 | $112.00 | $50.0 | $802.6 |
CEO Pay Ratio for 2024
| (1) R. Colin Gouveia served as the Company’s Principal Executive Officer for the 2023 and 2024 fiscal years. Bruce Hoechner served as the Company’s Principal Executive Officer for the entirety of 2020, 2021, and 2022, and the Company’s other NEOs for the applicable years are as follows: |
CEO Pay Ratio for 2024
| • | 2024: Laura Russell, Ram Mayampurath, Lawrence E. Schmid, Jessica A. Morton and Michael R. Webb |
CEO Pay Ratio for 2024
| • | 2023: Ram Mayampurath, Lawrence E. Schmid, Jessica A. Morton and Michael R. Webb |
CEO Pay Ratio for 2024
| • | 2022: Ram Mayampurath, Robert C. Daigle, Jay B. Knoll, and R. Colin Gouveia |
CEO Pay Ratio for 2024
| • | 2021: Ram Mayampurath, R. Colin Gouveia, Jonathan J. Rowntree, Peter B. Williams, and Michael M. Ludwig |
CEO Pay Ratio for 2024
| • | 2020: Michael M. Ludwig, Robert C. Daigle, Jay B. Knoll, and R. Colin Gouveia |
CEO Pay Ratio for 2024
| (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of the principal executive officer and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs for the applicable year other than the principal executive officers for such years. |
CEO Pay Ratio for 2024
| (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 2024 for Mr. Gouveia and for the average of the other NEOs is set forth following the footnotes to this table. |
CEO Pay Ratio for 2024
| (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. |
CEO Pay Ratio for 2024
| (5) The TSR Peer Group is the S&P Small Cap 600 Electronic Equipment, Instruments & Components Index. |
CEO Pay Ratio for 2024
| (6) For 2024, the Compensation & Organization Committee determined that Net Sales continues to be viewed as a core driver of the Company’s performance and shareholder value creation, as reflected by its use as a performance measure under the AICP. |
CEO Pay Ratio for 2024
| CAP Adjustments | | | | | | | | | | | | YEAR | Summary Compensation Table Total ($)(a) | (Minus) Change in Accumulated Benefits Under Defined Benefit and Actuarial Pension Plans ($)(b) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(c) | (Minus) Grant Date Fair Value of Stock Awards Granted in Fiscal Year ($)(d) | Plus Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year ($)(e) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years ($)(f) | Plus Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested during Fiscal Year ($)(g) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year ($)(h) | (Minus) Fair Value as of Prior Fiscal Year End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(i) | Equals Compensation Actually Paid ($) | | R. Colin Gouveia | | | | | | | | | | | | 2024 | $6,925,254 | — | — | ($5,885,777) | $2,980,813 | ($2,473,961) | — | ($77,342) | — | $1,468,988 | | Other NEOs (Average)(j) | | | | | | | | | | | | 2024 | $1,471,100 | — | — | ($986,097) | $440,378 | ($347,244) | — | ($15,954) | (285,007) | $277,176 |
CEO Pay Ratio for 2024
| (a) Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other NEOs, amounts shown represent averages. |
CEO Pay Ratio for 2024
| (b) Represents the aggregate change in the actuarial present value of the applicable NEO’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. |
CEO Pay Ratio for 2024
| (c) Represents the sum of the actuarial present value of the applicable NEO’s benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
CEO Pay Ratio for 2024
| (d) Represents the grant date fair value of the stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
CEO Pay Ratio for 2024
| (e) Represents the fair value as of the indicated fiscal year end of the outstanding and unvested stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
CEO Pay Ratio for 2024
| (f) Represents the change in fair value during the indicated fiscal year of the outstanding and unvested stock awards held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
CEO Pay Ratio for 2024
| (g) Represents the fair value at vesting of the stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
CEO Pay Ratio for 2024
| (h) Represents the change in fair value, measured from the prior fiscal year end to the vesting date, of each stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
CEO Pay Ratio for 2024
| (i) Represents the fair value as of the last day of the prior fiscal year of the stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
CEO Pay Ratio for 2024
| (j) See footnote 1 above for the NEOs included in the average for each year. |
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 2024
Director Compensation Table 2024
Director Compensation Table 2024
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | Keith L. Barnes(3) | $22,500 | — | — | $22,500 | | Larry L. Berger | $81,250 | $180,000 | — | $261,250 | | Donna M. Costello(4) | $81,250 | $233,060 | — | $314,310 | | Megan Faust | $97,000 | $180,000 | — | $277,000 | | Armand F. Lauzon, Jr. | $82,500 | $180,000 | — | $262,500 | | Ganesh Moorthy(5) | $2,562 | — | — | $2,562 | | Jeffrey J. Owens | $88,125 | $180,000 | — | $268,125 | | Anne K. Roby | $80,000 | $180,000 | — | $260,000 | | Peter C. Wallace | $157,500 | $180,000 | — | $337,500 |
Director Compensation Table 2024
| (1) Represents annual retainer for board and committee service, which is paid in cash. |
Director Compensation Table 2024
| (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 were fully vested as of the award date. On January 22, 2024, Ms. Costello received a Deferred Stock Unit Award of units representing 450 shares of our capital stock, pro-rated based on her service before our 2024 Annual Meeting. On May 2, 2024, each non-management director received a Deferred Stock Unit Award of units representing 1,500 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, 2024, all Deferred Stock Units held by each non-management director were fully vested. |
Director Compensation Table 2024
| (3) Mr. Barnes retired at the conclusion of the 2024 Annual Meeting of Shareholders pursuant to our Corporate Governance Guidelines; accordingly, he did not receive a stock award in 2024. |
Director Compensation Table 2024
| (4) Ms. Costello joined the board on January 13, 2024. |
Director Compensation Table 2024
| (5) Mr. Moorthy retired on January 11, 2024, pursuant to our Corporate Governance Guidelines, accordingly, he did not receive a stock award in 2024. |
Non-Employee Director Compensation Policy (the “Director Compensation Policy”)
Non-Employee Director Compensation Policy (the “Director Compensation Policy”) On December 5, 2024, the Board approved a formal director compensation policy, which will be effective on January 1, 2025, to memorialize the compensation program for non-management directors. The Director Compensation Policy provides cash fees consistent with the Company’s current practice, as described above. The Director Compensation Policy also provides for an annual DSU grant on the date of the Company’s annual meeting, and a pro-rated equity grant for directors who join the Board mid-year. The number of shares subject to each DSU grant will be determined by dividing the dollar grant value by the average closing price for the prior 30 trading day period, and rounding to the nearest whole number using the standard rounding method. Under the Director Compensation Policy and an updated DSU form approved by the Board, starting in 2025, DSU awards will be subject to a one-year vesting period, with accelerated vesting upon death, disability, removal without cause or a change in control. These DSU awards will generally be settled in stock promptly after the one-year vesting period, unless the director elects to defer receipt of these shares, with accelerated settlement on the director’s earlier death, disability, separation from service, or a change in control.