DEF 14A of Rogers Corp
Filed Mar 24, 2026 · FY20250001140361-26-010927
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 nine director nominees. On October 16, 2025, Peter Wallace, a director since 2010, informed the Board that he 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. Wallace for his counsel, collegiality, and significant contributions during his many years of service as a director of the Company. On July 12, 2025, Colin Gouveia, our former Chief Executive Officer and a director since 2023, left the Company. In connection with his departure, Mr. Gouveia resigned from the Board on the same date. 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. Except for Messrs. Cope and Starkloff, all of the nominees are currently directors of Rogers and were elected to their present term at the 2025 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 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 24, 2026, and Positions with the Company | Principal Occupation, Business Experience, Directorships, and Qualifications | | Larry L. Berger Age 65 Director since 2023 Nominating, Governance & Sustainability Committee | Larry L. Berger served as Chief Technical Officer of water, hygiene, and infection prevention solutions and services company Ecolab (NYSE: ECL) from 2008 to 2025, and as Executive Vice President of Ecolab from 2011 to 2025. Prior to joining Ecolab, Dr. 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. Dr. Berger was also a member of the Board of Directors of American Cleaning Institute from 2012 to 2026. Director Qualifications: Dr. Berger brings to the Board more than three decades of experience as a senior executive in the chemical industries. | | Brett A. Cope Age 57 | Brett A. Cope is currently Chairman of the Board, President, and Chief Executive Officer of Powell Industries (NASDAQ GS: POWL). Mr. Cope joined Powell in 2011 as Vice President of Sales and Marketing. He was promoted to Chief Operating Officer in 2015, President and Chief Executive Officer in October 2016, and appointed Chairman of the Board in 2019. Prior to joining Powell, Mr. Cope served in a variety of engineering, project operations, and sales management roles at ABB Ltd. from 1990 until his departure at end of 2010. Mr. Cope serves on the Advisory Board for the College of Engineering and Computing at Miami University in Oxford, Ohio. Director Qualifications: Mr. Cope brings to the Board more than three decades of manufacturing, project operations, and international business experience across industrial, utility, and commercial markets. | | Donna M. Costello Age 53 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 52 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. |
Biographical Information of Director Nominees
| Name, Age as of March 24, 2026, and Positions with the Company | Principal Occupation, Business Experience, Directorships, and Qualifications | | Armand F. Lauzon, Jr. Age 69 Director since 2023 Board Chair; 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 52 Director since 2025 Compensation & Organization Committee | 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 71 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 61 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 Boards of Trustees of Villanova University and Northwell Health. 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. | | Eric H. Starkloff Age 51 | Eric Starkloff served as a member of the Board of Directors and Chief Executive Officer of National Instruments Corporation, a NASDAQ-listed company that developed software and hardware for testing and measurement, from 2020 to 2024. The company was acquired by Emerson Electric in 2023. Prior to serving as Chief Executive Officer, Mr. Starkloff spent 27 years at National Instruments in roles spanning application engineering, Chief Marketing Officer, Head of Worldwide Sales, and Chief Operating Officer. Mr. Starkloff currently serves as board member and limited partner of Ezurio, an Audax private equity business. He also serves on the boards of the University of Virginia Engineering Foundation and Huston-Tillotson University. Director Qualifications: Mr. Starkloff brings to the Board experience as a chief executive and senior commercial and R&D executive of a global public technology company. |
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 corporate responsibility initiatives | | | Board independence (All current directors and nominees) | | 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 | | | 99% Director attendance at meetings in 2025 | | Director training and education | | | Robust insider trading policy | | Board oversight of succession planning |
Fiscal Year 2025 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 | | Ali El-Haj | 2025 | $558,888(5) | $350,000(6) | $1,582,485 | $0 | $13,210 | $2,504,583 | | Interim President and | | | | | | | | | Chief Executive Officer | | | | | | | | | R. Colin Gouveia | 2025 | $492,386 | $0 | $5,228,612 | $0 | $1,694,993 | $7,415,991 | | Former President and | 2024 | $782,439 | $0 | $5,885,777 | $227,515 | $29,523 | $6,925,254 | | Chief Executive Officer | 2023 | $770,000 | $0 | $5,972,600 | $163,009 | $114,269 | $7,019,878 | | Laura Russell | 2025 | $475,000 | $0 | $1,210,821 | $200,000 | $14,170 | $1,899,991 | | Sr VP, Chief Financial | 2024 | $358,192 | $0 | $450,119 | $56,812 | $14,878 | $880,001 | | Officer and Treasurer | | | | | | | | | Jessica A. Morton | 2025 | $438,600 | $0 | $801,656 | $140,000 | $16,725 | $1,396,981 | | Sr VP, General Counsel | 2024 | $436,946 | $0 | $813,938 | $58,233 | $16,611 | $1,325,728 | | and Corporate Secretary | 2023 | $347,308 | $300,000 | $914,956 | $40,602 | $2,609 | $1,605,475 | | Michael R. Webb | 2025 | $458,882(7) | $0 | $801,656 | $137,000 | $139,239 | $1,536,777 | | Sr VP, Chief Administrative | 2024 | $450,639 | $0 | $800,327 | $77,562 | $2,737 | $1,331,265 | | Officer | 2023 | $327,237 | $0 | $916,515 | $48,416 | $57,183 | $1,349,350 | | Jeffrey Tsao | 2025 | $431,692 | $0 | $744,234 | $0 | $112,246 | $1,288,172 | | President, Advanced | | | | | | | | | Electronic Solutions | | | | | | | | | Lawrence E. Schmid | 2025 | $258,688 | $0 | $812,309 | $0 | $511,517 | $1,582,514 | | Former Sr VP of Global | 2024 | $426,785 | $0 | $871,104 | $56,879 | $16,770 | $1,371,538 | | Operations | 2023 | $387,692 | $0 | $1,076,370 | $45,017 | $14,670 | $1,523,750 |
Grants of Plan-Based Awards Table for Fiscal Year 2025
Grants of Plan-Based Awards Table for Fiscal Year 2025 The following table shows all plan-based awards granted to the NEOs during fiscal year 2025. 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 2025” and the “Fiscal Year 2025 Summary Compensation Table” in this proxy.
Grants of Plan-Based Awards Table for Fiscal Year 2025
| 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 | | | | Ali El-Haj | | $0 | $0 | $0 | | | | | | | | 07/12/2025 | | | | | | | 21,598 | $1,582,485 | | R. Colin Gouveia | | $235,620 | $942,480 | $1,649,340 | | | | | | | | 02/12/2025 | | | | | | | 19,826 | $1,728,034 | | | 02/12/2025(6) | | | | 0 | 29,739 | 59,478 | | $3,500,578 | | Laura Russell | | $89,063 | $356,250 | $623,438 | | | | | | | | 02/12/2025 | | | | | | | 4,591 | $400,152 | | | 02/12/2025(6) | | | | 0 | 6,887 | 13,774 | | $810,669 | | Jessica A. Morton | | $60,308 | $241,230 | $422,153 | | | | | | | | 02/12/2025 | | | | | | | 3,913 | $341,057 | | | 02/12/2025(6) | | | | 0 | 3,913 | 7,826 | | $460,599 | | Michael R. Webb | | $80,325 | $321,300 | $562,275 | | | | | | | | 02/12/2025 | | | | | | | 3,913 | $341,057 | | | 02/12/2025(6) | | | | 0 | 3,913 | 7,826 | | $460,599 | | Jeffrey Tsao | | $59,390 | $237,561 | $415,731 | | | | | | | | 02/12/2025 | | | | | | | 2,870 | $250,149 | | | 02/12/2025(6) | | | | 0 | 2,870 | 5,740 | | $337,828 | | | 07/14/2025 | | | | | | | 2,304 | $156,257 | | Lawrence E. Schmid | | $58,905 | $235,620 | $412,335 | | | | | | | | 02/12/2025 | | | | | | | 3,965 | $345,589 | | | 02/12/2025(6) | | | | 0 | 3,965 | 7,930 | | $466,720 |
Grants of Plan-Based Awards Table for Fiscal Year 2025
| (1) The amounts in this column represent the possible payout under the AICP to the NEOs, as described in the “AICP” section above, assuming that they had stayed actively employed through the payment date. Mr. El-Haj was not eligible to participate in the AICP as explained in the “AICP” section above. |
Grants of Plan-Based Awards Table for Fiscal Year 2025
| (2) The amounts in this column represent PSUs granted under the LTIP to the NEOs. |
Grants of Plan-Based Awards Table for Fiscal Year 2025
| (3) There is no minimum threshold with respect to TSR PSUs. |
Grants of Plan-Based Awards Table for Fiscal Year 2025
| (4) The amounts in this column represent annual grants of RSUs and the Promotion Equity Incentive Award granted to Mr. Tsao. These grants are all generally subject to three-year ratable vesting on the first three anniversaries of the 28th day of the month in which the grant date falls. Also included is Mr. El-Haj’s Initial CEO Equity Incentive Award, which generally vests in full on the first anniversary of the grant date. |
Grants of Plan-Based Awards Table for Fiscal Year 2025
| (5) The amounts in this column are valued based on the aggregate grant date fair value computed in accordance with ASC 718. The Compensation 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 2025 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 12, 2025, $95.83; July 12 and July 14, 2025, $69.46. |
Grants of Plan-Based Awards Table for Fiscal Year 2025
| (6) The TSR PSUs generally vest based upon the Company’s TSR performance relative to the Standard and Poor’s Small Cap 600 Information Technology Index at the end of the three-year performance period. |
Outstanding Equity Awards Table at End of Fiscal Year 2025
Outstanding Equity Awards Table at End of Fiscal Year 2025 The following table contains information regarding outstanding equity awards held by the NEOs as of December 31, 2025. 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 2025
| | | | | 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) | | Ali El-Haj | 07/12/2025 | 21,598 | $1,977,729 | | | | R. Colin Gouveia | 02/19/2024 | | | 20,950 | $1,918,392 | | Laura Russell | 09/05/2023 | 113 | $10,347 | | | | | 02/13/2024 | 360 | $32,965 | | | | | 02/13/2024 | | | 540 | $49,448 | | | 12/10/2024 | 1,907 | $174,624 | | | | | 02/12/2025 | 4,591 | $420,398 | | | | | 02/12/2025 | | | 6,887 | $630,643 | | Jessica A. Morton | 03/11/2023 | 768 | $70,326 | | | | | 02/19/2024 | 1,993 | $182,499 | | | | | 02/19/2024 | | | 2,990 | $273,794 | | | 02/12/2025 | 3,913 | $358,313 | | | | | 02/12/2025 | | | 3,913 | $358,313 | | Michael R. Webb | 04/11/2023 | 730 | $66,846 | | | | | 02/19/2024 | 1,960 | $179,477 | | | | | 02/19/2024 | | | 2,940 | $269,216 | | | 02/12/2025 | 3,913 | $358,313 | | | | | 02/12/2025 | | | 3,913 | $358,313 | | Jeffrey Tsao | 02/21/2023 | 560 | $51,279 | | | | | 02/19/2024 | 1,006 | $92,119 | | | | | 02/19/2024 | | | 1,510 | $138,271 | | | 02/12/2025 | 2,870 | $262,806 | | | | | 02/12/2025 | | | 2,870 | $262,806 | | | 07/14/2025(4) | 2,304 | $210,977 | | | | Lawrence E. Schmid(5) | — | — | — | — | — |
Outstanding Equity Awards Table at End of Fiscal Year 2025
| (1) Represents 2023 and 2024 RSUs that generally vest in equal one-third increments on each of the first three anniversaries of the grant date and, beginning with 2025 RSUs, on the first three anniversaries of the 28th day of the month in which the grant date falls, except for Mr. El-Haj whose 2025 RSU grant (the Initial CEO Equity Incentive Award) vests in full on the first anniversary of the grant date, provided, generally, that he is still employed by the Company on the applicable vesting date(s). Accelerated vesting applies in certain circumstances as discussed under the “Potential Payments upon Qualifying Termination or Change in Control” section in this proxy. |
Outstanding Equity Awards Table at End of Fiscal Year 2025
| (2) Calculation based on the closing price of the Company’s capital stock of $91.57 per share on December 31, 2025. |
Outstanding Equity Awards Table at End of Fiscal Year 2025
| (3) Represents 2024 and 2025 TSR PSUs outstanding as of December 31, 2025. All NEOs, except Mr. El-Haj, were awarded TSR PSUs in 2024 and 2025. Mr. Gouveia’s TSR PSUs granted in 2024 remained outstanding on a prorated basis upon his separation after meeting retirement criteria, but the TSR PSUs granted to him in 2025 were forfeited in accordance with their terms on his separation date. Based on SEC rules with respect to performance trends as of the end of 2025, the disclosed amounts for PSUs reflect an estimated payout percentage of target 100% for the 2024 and 2025 TSR 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. Settlement of the TSR PSUs generally requires that the executive remain employed by the Company on the last day of the fiscal year in the relevant performance period; however, accelerated pro-rata vesting applies in certain circumstances as discussed under the “Potential Payments upon Qualifying Termination or Change in Control” section in this proxy. |
Outstanding Equity Awards Table at End of Fiscal Year 2025
| (4) Represents the Promotion Equity Incentive Award received by Mr. Tsao in connection with his promotion to President, Advanced Electronic Solutions in July 2025. These time-based RSUs generally vest on the same terms as the Company’s other RSU grants (see footnote 1 to this table). |
Outstanding Equity Awards Table at End of Fiscal Year 2025
| (5) Mr. Schmid forfeited all outstanding RSUs and PSUs upon his separation pursuant to the terms of his equity awards. |
Stock Vested Table for Fiscal Year 2025
Stock Vested Table for Fiscal Year 2025 The following table sets forth RSUs and PSUs for all NEOs that vested during 2025.
Stock Vested Table for Fiscal Year 2025
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized Upon Vesting | | Ali El-Haj | — | — | | R. Colin Gouveia(1) | 13,081 | $1,110,184 | | Laura Russell | 1,247 | $112,430 | | Jessica A. Morton | 1,765 | $148,040 | | Michael R. Webb | 1,710 | $129,138 | | Jeffrey Tsao | 1,233 | $108,263 | | Lawrence E. Schmid | 2,067 | $189,792 |
Stock Vested Table for Fiscal Year 2025
| (1) 3,474 shares with a value of $254,540 were vested upon Mr. Gouveia’s separation and were delivered in January 2026 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 2025 Nonqualified Deferred Compensation Table
Fiscal Year 2025 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 2025, including in some cases the 2024 AICP award which was payable in 2025. If the NEOs had not chosen to defer this compensation, we would have paid these amounts to the NEOs in cash in 2025.
Fiscal Year 2025 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) | | Ali El-Haj | $0 | $0 | $0 | $0 | $0 | | R. Colin Gouveia | $45,843 | $22,921 | $42,902 | $0 | $407,328 | | Laura Russell | $0 | $0 | $0 | $0 | $0 | | Jessica A. Morton | $4,076 | $2,038 | $562 | $0 | $6,676 | | Michael R. Webb | $0 | $0 | $0 | $0 | $0 | | Jeffrey Tsao | $0 | $0 | $0 | $0 | $0 | | Lawrence E. Schmid | $0 | $0 | $0 | $0 | $0 |
Fiscal Year 2025 Nonqualified Deferred Compensation Table
| (1) Contributions made by Mr. Gouveia during 2025 were from his 2025 salary and 2024 AICP award (paid in 2025) and are included in the 2025 “Salary” column and 2024 “Non-Equity Incentive Plan Compensation” column of the “Fiscal Year 2025 Summary Compensation Table” in this proxy. Contributions made by Ms. Morton during 2025 were from her 2024 AICP award (paid in 2025) and are included in the 2024 “Non-Equity Incentive Plan Compensation” column in the “Fiscal Year 2025 Summary Compensation Table” in this proxy. |
Fiscal Year 2025 Nonqualified Deferred Compensation Table
| (2) Reflects matching credit on executive contributions (if any). |
Fiscal Year 2025 Nonqualified Deferred Compensation Table
| (3) Reflects interest and investment returns on balances in the Deferred Compensation Plan in 2025. |
Fiscal Year 2025 Nonqualified Deferred Compensation Table
| (4) An aggregate of $192,297 in this column represents amounts reported in the “Summary Compensation Table” in previous years for Mr. Gouveia; Ms. Morton did not participate in the Deferred Compensation Plan in previous years. |
Fiscal Year 2025 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, which may be modified by the participant pursuant to the terms of the Deferred Compensation Plan and any limitations imposed by the committee that administers the 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 addition, the Company will match deferrals that participants make into the Deferred Compensation Plan, so long as the participants contribute the annual maximum allowed under the Company’s 401(k) Plan. The match is 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 are immediately vested. When participants enroll in the Deferred Compensation 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 Section 409A of the Code.
Potential Payments on Termination, Retirement, Death, or Disability
Potential Payments on Termination, Retirement, 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, Death, or Disability
| • | Unpaid base salary through the date of termination |
Potential Payments on Termination, Retirement, 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, Death, or Disability
| • | All accrued and vested benefits under the Rogers Corporation Deferred Compensation Plan |
Potential Payments on Termination, Retirement, 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, 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, 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; provided, however, that beginning with grants made in 2025, this pro-rata vesting will only be applicable if retirement occurs at least one year following the grant date of the time-based awards and after the first year of the performance period for the performance-based awards |
Potential Payments on Termination, Retirement, 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, Death, or Disability
| • | Any unpaid award under the AICP for a completed performance year |
Potential Payments on Termination, Retirement, Death, or Disability
| • | Benefits under Rogers’ disability plan or payments under Rogers’ life insurance plan, as appropriate |
Potential Payments on Termination, Retirement, 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, Death, or Disability
| • | Vesting of a pro-rata portion of any time-based RSUs |
Potential Payments on Termination, Retirement, 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 Executive Severance Plan provides a market-based severance program that helps us recruit and retain executives on competitive terms. In order to participate in the Executive Severance Plan, an executive must execute a participation agreement providing that severance payments and benefits provided under the Executive Severance Plan are in lieu of any other severance payments or benefits to which they would have otherwise been entitled. As of December 31, 2025, all of the active NEOs, other than Mr. El-Haj, participated in the Severance Plan. The Executive 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 Executive Severance Plan and collectively referred to as a “Qualifying Termination”). The amount of the benefits paid under the Executive Severance Plan depends on whether the Qualifying Termination occurs within a certain period following a “Change in Control” (as defined in the Executive Severance Plan). Benefits under the Executive Severance Plan generally include:
Potential Payments upon Qualifying Termination or Change in Control
| • | For the 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 the 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 Executive 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 Executive 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 Executive 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 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 Executive 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 Executive Severance Plan are also conditioned upon the NEO’s execution of a general release and separation agreement, and compliance with restrictive covenants. The Executive Severance Plan includes a non-compete and a non-solicit of employees and customers, which applies to the NEO for the duration of the NEO’s Severance Coverage Period. In addition, the Executive Severance Plan includes non-disclosure, non-disparagement, and confidentiality provisions, which apply to the NEO indefinitely. If the NEO breaches any of the terms of these restrictive covenants, then by the terms of the Executive Severance Plan, the Company is relieved of its obligation to pay any further severance benefits to the NEO, and the NEO will be obligated to repay all severance benefits previously received under the plan. Pursuant to agreements with the Company, Mr. Schmid and Ms. Morton would also have received accelerated vesting of 50% of their unvested outstanding LTIP awards if a Qualifying Termination had occurred during the first two years of their employment. These rights expired on January 30, 2025 for Mr. Schmid and March 11, 2025 for Ms. Morton, once they had each completed two years of service. Pursuant to his Initial CEO Equity Incentive Award, Mr. El-Haj would receive 100% accelerated vesting if his employment is terminated without cause while the grant remains outstanding, subject to his execution of a release of claims.
CEO Pay Ratio for 2025
CEO Pay Ratio for 2025 We had two CEOs during 2025, Mr. Gouveia and Mr. El-Haj, our Interim CEO. SEC rules permit us to annualize the compensation of the CEO serving on the date selected to identify the median employee. Because Mr. El-Haj was serving as Interim CEO from July 12, 2025 through the end of the calendar year, we have calculated the pay ratio based on his annualized compensation. Mr. El-Haj’s total compensation in the Summary Compensation Table for 2025 was $2,504,583. We subtracted $212,700 from this amount, as this represented consulting fees he earned in 2025 prior to assuming the Interim CEO position and was not representative of his compensation as Interim CEO. We then annualized the remaining amount to estimate the total compensation he would have received had he been in the Interim CEO position for all of 2025. This annualized amount is $4,863,589, as reflected below. Note that Mr. El-Haj’s compensation for 2025 reflects unique circumstances – his status as Interim CEO and mid-year appointment; therefore, the total annualized amount for Mr. El-Haj may not be reflective of our standard CEO compensation package.
CEO Pay Ratio for 2025
| Median Employee annual total compensation (excluding the Interim CEO) | $45,374 | | Interim CEO annual total compensation | $4,863,589 | | Ratio of Interim CEO to Median Employee compensation | 107.19 to 1.0 |
CEO Pay Ratio for 2025
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 2025, we calculated this employee’s 2025 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 2025 Summary Compensation Table” above, resulting in annual total compensation of $45,374. 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 2025
| | | | | | | | Value of Initial Fixed $100 | | | | | Year | Summary Compen- sation Table Total for First PEO(1) | Compen- sation Actually Paid to First PEO(2) | Summary Compen- sation Table Total for Second PEO(3) | Compen- sation Actually Paid to Second PEO(2) | Average Summary Compen- sation Table Total for non-PEO NEOs(4) | Average Compen- sation Actually Paid to non-PEO NEOs(2) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income ($M) | Revenue ($M)(7) | | 2025 | $7,415,991 | ($750,647) | $2,504,583 | $2,899,827 | $1,540,887 | $1,092,745 | $105.47 | $187.76 | $(61.8) | $810.8 | | 2024 | $6,925,254 | $1,468,988 | N/A | N/A | $1,471,100 | $277,176 | $137.09 | $159.27 | $26.1 | $830.1 | | 2023 | $7,019,878 | $5,868,695 | N/A | N/A | $1,730,960 | $1,540,794 | $123.87 | $133.14 | $56.6 | $908.4 | | 2022 | $4,545,401 | ($8,743,936) | N/A | N/A | $1,775,842 | ($635,938) | $283.37 | $104.08 | $116.6 | $971.6 | | 2021 | $5,792,438 | $18,065,163 | N/A | N/A | $1,404,691 | $2,305,335 | $161.19 | $118.84 | $108.1 | $932.9 |
CEO Pay Ratio for 2025
| (1) For fiscal year 2025, the Company’s “First PEO” is R. Colin Gouveia, who served as PEO from January 1, 2025 – July 11, 2025. For fiscal years 2021-2024, the Company had only one PEO, R. Colin Gouveia for 2023 and 2024 and Bruce C. Hoechner for 2021 and 2022 (each referred to as the “First PEO” in the applicable years for purposes of this table). Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the applicable year in the case of the “First PEO.” |
CEO Pay Ratio for 2025
| (2) 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 2025 for our First PEO and Second PEO and for the average of the other NEOs is set forth following the footnotes to this table. |
CEO Pay Ratio for 2025
| (3) For fiscal year 2025, the Company’s “Second PEO” is Ali El-Haj, who commenced his position as the Company’s Interim Principal Executive Officer on July 12, 2025. Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for Mr. El-Haj for 2025. |
CEO Pay Ratio for 2025
| (4) The Company’s NEOs, other than the PEOs, for the applicable years are as follows: |
CEO Pay Ratio for 2025
| • | 2025: Laura Russell, Jessica A. Morton, Michael R. Webb, Jeffrey Tsao, and Lawrence E. Schmid |
CEO Pay Ratio for 2025
| • | 2024: Laura Russell, Ram Mayampurath, Lawrence E. Schmid, Jessica A. Morton, and Michael R. Webb |
CEO Pay Ratio for 2025
| • | 2023: Ram Mayampurath, Lawrence E. Schmid, Jessica A. Morton, and Michael R. Webb |
CEO Pay Ratio for 2025
| • | 2022: Ram Mayampurath, Robert C. Daigle, Jay B. Knoll, and R. Colin Gouveia |
CEO Pay Ratio for 2025
| • | 2021: Ram Mayampurath, R. Colin Gouveia, Jonathan J. Rountree, Peter B. Williams, and Michael M. Ludwig |
CEO Pay Ratio for 2025
Amounts reported in this column represent the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs (other than the principal executive officers) for such years.
CEO Pay Ratio for 2025
| (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |
CEO Pay Ratio for 2025
| (6) The TSR Peer Group is the S&P Small Cap 600 Electronic Equipment, Instruments & Components Index. |
CEO Pay Ratio for 2025
| (7) For 2025, the Compensation & Organization Committee determined that Revenue is a core driver of the Company’s performance and shareholder value creation, as reflected by its use as a performance measure under the AICP. |
CEO Pay Ratio for 2025
| CAP Adjustments | | | | | | | | | | | | Year | Summary Compensation Table Total ($)(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 ($) | | Ali El-Haj | | | | | | | | | | | | 2025 | $2,504,583 | $0 | $0 | ($1,582,485) | $1,977,729 | $0 | $0 | $0 | $0 | $2,899,827 | | R. Colin Gouveia | | | | | | | | | | | | 2025 | $7,415,991 | $0 | $0 | ($5,228,612) | $0 | ($869,562) | $0 | ($120,524) | ($1,947,940) | ($750,647) | | Other NEOs (Average)(j) | | | | | | | | | | | | 2025 | $1,540,887 | $0 | $0 | ($874,135) | $713,304 | ($107,655) | $0 | ($25,491) | ($154,166) | $1,092,745 |
CEO Pay Ratio for 2025
| (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 2025
| (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 2025
| (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 2025
| (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 2025
| (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 2025
| (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 2025
| (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 2025
| (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 2025
| (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 2025
| (j) See footnote 1 above for the NEOs included in the average for each year. |
Description of Relationship Between PEOs and Other NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
Description of Relationship Between PEOs 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 five most recently completed fiscal years.
PEOs AND AVERAGE NEO COMPENSATION ACTUALLY PAID
PEOs AND AVERAGE NEO COMPENSATION ACTUALLY PAID
Description of Relationship Between PEOs and Other NEO Compensation Actually Paid and Net Income
Description of Relationship Between PEOs 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 five most recently completed fiscal years.
PEOs AND AVERAGE NEO COMPENSATION ACTUALLY PAID
PEOs AND AVERAGE NEO COMPENSATION ACTUALLY PAID
Description of Relationship Between PEOs and Other NEO Compensation Actually Paid and Revenue
Description of Relationship Between PEOs and Other NEO Compensation Actually Paid and Revenue 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 revenue during the five most recently completed fiscal years.
PEOs AND AVERAGE NEO COMPENSATION ACTUALLY PAID
PEOs AND AVERAGE NEO COMPENSATION ACTUALLY PAID
Director Compensation Table 2025
Director Compensation Table 2025
Director Compensation Table 2025
| Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation | Total | | Larry L. Berger | $85,000 | $172,003 | — | $257,003 | | Donna M. Costello | $75,000 | $172,003 | — | $247,003 | | Megan Faust | $97,000 | $172,003 | — | $269,003 | | Armand F. Lauzon, Jr. | $106,981 | $172,003 | — | $278,984 | | Woon Keat Moh | $70,625 | $226,466 | — | $297,091 | | Jeffrey J. Owens | $90,000 | $172,003 | — | $262,003 | | Anne K. Roby | $80,000 | $172,003 | — | $252,003 | | Peter C. Wallace | $133,019 | $172,003 | — | $305,022 |
Director Compensation Table 2025
| (1) Represents annual retainer for Board and committee service, which is paid in cash. Cash fees earned by Messers. Wallace and Lauzon reflect a pro-rated Board Chair retainer for service earned by Mr. Wallace from January 1, 2025 through October 15, 2025, and for Mr. Lauzon from October 16, 2025 through December 31, 2025, in light of Mr. Lauzon’s succession to such position on October 16, 2025. While we paid Mr. Wallace the full Board Chair retainer for the last quarter of 2025, we applied the excess over the pro-rated portion he earned for partial service as Board Chair during that quarter toward the fees he earned for Board service in 2026. That amount ($24,481) is therefore not reflected in the 2025 Director Compensation Table, but will be reflected in the 2026 Director Compensation Table next year, as cash fees earned for services in 2026. Cash fees earned by Mr. Moh reflect a pro-rated committee membership retainer for commencing service on the Compensation Committee in May of 2025. |
Director Compensation Table 2025
| (2) The fair value of Deferred Stock Unit Awards is the same as the compensation cost reported in Rogers’ financial statements, as computed in accordance with ASC 718. The assumptions on which these valuations are based are set forth in Note 12 to the audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC on February 19, 2026. All Deferred Stock Units awarded to directors fully vest on the one-year anniversary of the grant date and are generally subject to forfeiture should the director leave the Company prior to the vesting date with certain exceptions for qualifying departures. Mr. Moh, who joined the Board effective January 1, 2025, received a Deferred Stock Unit Award of units representing 536 shares of our capital stock on January 1, 2025, in respect of his service in 2025 before our 2025 Annual Meeting, which had a grant date fair value of $54,463. On May 5, 2025, each non-management director received a Deferred Stock Unit Award of units representing 2,760 shares of our capital stock, which had a grant date fair value of $172,003. As of December 31, 2025, each non-management director held an aggregate number of 2,760 unvested Deferred Stock Units, except Mr. Moh who had 3,296. |
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 was 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 Deferred Stock Unit (“DSU”) grant valued at $170,000 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 the Company’s DSU award, DSU awards are subject to a one-year vesting period, with accelerated vesting upon death, disability, removal by the Company without cause, or a change in control. DSU awards are generally settled in stock promptly after the one-year vesting period, unless the director elects to defer receipt of these shares, with accelerated settlement of the deferred shares on the director’s earlier death, disability, separation from service, or a change in control.