-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UczhWG1Ru1VY94xeT3x/opfP9FWuEgK2BuTlhFYsOdGT96OzNVGqtsaD5Fw1hwBy 2FUNyG/KuqHAffKA901GrQ== 0000084748-97-000012.txt : 19970401 0000084748-97-000012.hdr.sgml : 19970401 ACCESSION NUMBER: 0000084748-97-000012 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961229 FILED AS OF DATE: 19970331 SROS: AMEX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04347 FILM NUMBER: 97569284 BUSINESS ADDRESS: STREET 1: ONE TECHNOLOGY DR STREET 2: P.O. BOX 188 CITY: ROGERS STATE: CT ZIP: 06263-0188 BUSINESS PHONE: 2037749605 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 ROGERS CORPORATION - --------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A - --------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies:______________________________________________________ (2) Aggregate number of securities to which transaction applies: ______________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):___________________________________________ (4) Proposed maximum aggregate value of transaction:______________ (5) Total fee paid:_______________________________________________ [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid:_______________________________________ (2) Form, Schedule or Registration Statement No.:_________________ (3) Filing Party:_________________________________________________ (4) Date Filed:___________________________________________________ Rogers Corporation Notice of 1997 Annual Meeting Proxy Statement TABLE OF CONTENTS Page Notice of Annual Meeting of Stockholders 2 Proxy Statement Election of Directors (Proposal 1) 4 Stock Ownership of Management 5 Beneficial Ownership of More Than Five Percent 6 Board of Directors 7 Executive Compensation 8 Other Arrangements and Payments 15 Miscellaneous Matters 16 RETURN OF PROXY Please complete, sign, date and return the accompanying proxy card promptly in the enclosed pre-addressed envelope even if you plan to attend the Annual Meeting. Postage need not be affixed to the enclosed envelope if mailed in the United States. If you attend the Annual Meeting and vote in person, your proxy will not be used. The immediate return of your proxy will be of great assistance in preparing for the Annual Meeting and is therefore urgently requested. IF YOU PLAN TO ATTEND THE MEETING The Annual Meeting of Stockholders of Rogers Corporation will be held on Thursday, May 1, 1997, at 10:30 A.M. in the Boardroom on the 26th floor of Fleet National Bank, 777 Main Street in Hartford, Connecticut. DISTRIBUTION OF THE 1996 ANNUAL REPORT The 1996 Annual Report of Rogers Corporation was sent in late March to stockholders of record as of March 6th. Please contact David Heilemann at 1-800-227-6437, or send a message via e-mail to finfo@rogers-corp.com if you have not received a copy of the annual report. March 31, 1997 Rogers Corporation One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 (860) 774-9605 To All Stockholders: We extend a cordial invitation for you to attend the Corporation's Annual Meeting of Stockholders on Thursday, May 1, 1997, at 10:30 A.M. in the Boardroom on the 26th floor of Fleet National Bank, 777 Main Street, Hartford, Connecticut. The only formal action expected this year is the election of Directors. Following the meeting formalities, there will be reports about the Corporation's current operations and future prospects. We will welcome your questions and comments. Whether or not you plan to attend, it is important that your shares be represented at this meeting. Please complete, sign, date and return the proxy card in the enclosed envelope. Should you be able to attend -- and we hope you do -- we will be happy to have you vote in person. Notice of Annual Meeting The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts corporation, will be held on Thursday, May 1, 1997, at 10:30 A.M. in the Boardroom on the 26th floor of Fleet National Bank, 777 Main Street, Hartford, Connecticut, for the following purposes: 1. To fix the number of and to elect a Board of Directors for the ensuing year. 2. To transact such other business as may properly come before the meeting. Stockholders entitled to receive notice of and to vote at the meeting are determined as of the close of business on March 6, 1997, the record date fixed by the Board of Directors for such purpose. By Order of the Board of Directors Robert M. Soffer, Clerk March 31, 1997 _______________________________________________________________________ Stockholders are requested to complete, sign and date the enclosed proxy card and send it by return mail in the enclosed envelope. Proxies are revocable and any stockholder may withdraw his or her proxy and vote in person at the meeting. 2 Proxy Statement Rogers Corporation One Technology Drive P.O. Box 188 Rogers, Connecticut 06263-0188 March 31, 1997 This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Rogers Corporation for the Annual Meeting of Stockholders to be held on Thursday, May 1, 1997, at 10:30 A.M. in the Boardroom on the 26th floor of Fleet National Bank, 777 Main Street, Hartford, Connecticut. Stockholders of record as of the close of business on March 6, 1997, are entitled to vote at the meeting and any adjournment thereof. As of that date, 7,426,911 shares of Capital Stock of the Corporation were outstanding. Stockholders are entitled to one vote for each share owned. Execution of a proxy will not in any way affect a stockholder's right to attend the meeting and vote in person. Any stockholder submitting a proxy has the right to revoke it any time before it is exercised. The persons named in the enclosed proxy are both officers of the Corporation, and Harry H. Birkenruth is also a Director. If a properly executed proxy is submitted and no instructions are given, the proxy will be voted: FOR fixing the number of Directors for the ensuing year at ten and the election of the nominees to the Board of Directors shown on the next page under the heading "NOMINEES FOR DIRECTOR" (except for any nominee or nominees as to whom authority is withheld). Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum at the Annual Meeting. Abstentions will be treated as shares present and entitled to vote for purposes of any matter requiring the affirmative vote of a majority or other proportion of the shares present and entitled to vote. With respect to shares relating to any proxy as to which a broker non-vote is indicated on a proposal, those shares will not be considered present and entitled to vote with respect to any such proposal. No matters other than those set forth in the Notice of Annual Meeting on the preceding page are expected to be presented at the meeting. If any other matter should be presented at the meeting upon which a vote properly may be taken, shares represented by all proxies received will be voted with respect thereto in accordance with the judgment of the persons named as proxies. This proxy statement and the accompanying proxy are first being mailed to stockholders on or about March 31, 1997. 3 PROPOSAL 1: ELECTION OF DIRECTORS The Directors of the Corporation are elected annually and hold office until the next Annual Meeting of Stockholders and thereafter until their successors have been elected and qualified. The Board of Directors has been advised that each nominee will serve if elected. In the event that any of these nominees should become unavailable for election, proxies will be voted for the election of such other person, or for fixing the number of Directors at a lesser number, as the Board of Directors may recommend. All of the nominees are currently Directors of the Corporation. They were elected to their present term of office at the April 1996 Annual Meeting of Stockholders except for Mr. Boomer who became a Director in March 1997. NOMINEES FOR DIRECTOR Age / Year First Became Principal Occupations During the Past Name Director Five Years and Other Directorships ________________________________________________________________________________ Leonid V. Azaroff 70 / 1976 Professor Emeritus (1994), Professor (1993), Director - Institute of Materials Science (1966-92), University of Connecticut Leonard M. Baker 62 / 1994 Vice President Technology, Praxair, Inc. Wallace Barnes 71 / 1983 Chairman (since 1994), Director, Rohr, Inc.; Partner, Skybight Partners; Chairman and Director (prior to 1996), Barnes Group, Inc. Harry H. Birkenruth 65 / 1964 Chairman (since March 31, 1997) and prior to that President, Chief Executive Officer, Rogers Corporation Walter E. Boomer 58 / 1997 President, Chief Executive Officer, Rogers Corporation (since March 31, 1997); President, Babcock & Wilcox Power Generation Group and Executive Vice President of McDermott International, Inc., the parent corporation of Babcock & Wilcox (February 1995 to October 1996), Senior Vice President of McDermott International, Inc. (August 1994 to January 1995) and prior to that a General in the U.S. Marine Corps from 1986; Director, Baxter International, Inc. Mildred S. Dresselhaus 66 / 1986 Institute Professor, Massachusetts Institute of Technology Donald J. Harper 69 / 1986 Retired Chairman and Chief Executive Officer, Insilco Corporation; Director, Okay Industries, Inc. Gregory B. Howey 54 / 1994 President, Director, Okay Industries, Inc. Leonard R. Jaskol 60 / 1992 Chairman, Director, President, Chief Executive Officer, Lydall, Inc.; Director, Eastern Enterprises William E. Mitchell 53 / 1994 Chief Executive Officer (since June 1996), President, Director, Chief Operating Officer (September 1995 to May 1996), Sequel, Inc.; President, Director, Chief Executive Officer, Nashua Corporation (October 1993 to August 1995); prior to that Senior Vice President of Raychem Corporation The Board of Directors recommends a vote FOR fixing the number of Directors for the ensuing year at ten (which requires approval of a majority of the shares of Capital Stock present or represented and entitled to vote at the meeting) and the election of the above named nominees. Such individuals will be elected as Directors upon approval of a plurality of the votes cast at the 1997 Annual Meeting of Stockholders. 4 STOCK OWNERSHIP OF MANAGEMENT The following table sets forth information regarding ownership of the Corporation's Capital Stock as of February 1, 1997, by each of the current Directors and executive officers named in the Summary Compensation Table (the "Named Executive Officers") and by all such individuals and other executive officers as a group. Amount and Nature of Beneficial Ownership Acquirable Name of Person Currently Within 60 Percent or Group Owned Days(1) of Class - ----------------------------------------------------------- Leonid V. Azaroff 1,475(2)(3) 11,335 * Leonard M. Baker 1,659 1,411 * Wallace Barnes 3,793 1,545 * Harry H. Birkenruth 70,116 77,200 1.99 Walter E. Boomer (4) - - * Mildred S. Dresselhaus 8,193 1,545 * Donald J. Harper 1,000(3) 1,545 * Aarno A. Hassell 14,650 38,332 * Gregory B. Howey 1,659 1,411 * Leonard R. Jaskol 3,793 1,545 * Bruce G. Kosa 5,253(2) 18,233 * William E. Mitchell 1,359 1,411 * John A. Richie 986 12,166 * Robert D. Wachob 7,635 38,532 * Directors and Executive Officers as a Group (16 persons) 125,155 245,843 5.01 (1) Represents shares which may be acquired under stock options exercisable within the 60 days immediately following February 1, 1997. (2) Dr. Azaroff and Mr. Kosa own, respectively, 400 and 4,070 shares, included above, as to which investment and voting power is shared with others. (3) Dr. Azaroff and Mr. Harper each deferred 718 shares of 1994 stock compensation, which is not included above. Mr. Harper also deferred 552 shares of 1995 stock compensation and 523 shares of 1996 stock compensation, which are not included above. (4) Mr. Boomer became a Director and an Executive Officer on March 31, 1997. * Less than 1% of outstanding Capital Stock. 5 BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CORPORATION'S STOCK The following table sets forth information as to the beneficial ownership of each person known to the Corporation to own more than 5% of the outstanding Capital Stock. The information in the table is based solely upon filings by each such person with the Securities and Exchange Commission on Schedule 13G under the Securities Exchange Act of 1934, as amended. Shares Percent Name and Address Beneficially of of Beneficial Owner Owned Class - ------------------- ----- ----- Capital Research and 440,000 5.9 Management Company (1) 333 South Hope Street Los Angeles, California 90071 President and Fellows of Harvard College 409,362 5.5 c/o Harvard Management Company, Inc. 600 Atlantic Avenue Boston, Massachusetts 02210 State Farm Mutual Automobile 400,000 5.4 Insurance Company One State Farm Plaza Bloomington, Illinois 61710 Westport Asset Management, Inc.(2) 1,025,300 13.8 253 Riverside Avenue Westport, Connecticut 06880 (1) Capital Research and Management Company, a registered investment advisor and an operating subsidiary of The Capital Group Companies, Inc., exercises investment discretion with respect to 440,000 shares which were owned by various institutional investors. Said subsidiary has no power to direct the vote of such shares. (2) Westport Asset Management, Inc., a registered investment advisor, has sole voting and investment power with respect to 2,100 of the shares listed above, and has shared voting and investment power with respect to the other 1,023,200 shares. All shares are held in certain discretionary managed accounts, except for 2,100 shares which are owned by officers and stockholders of Westport Asset Management, Inc. 6 BOARD OF DIRECTORS MEETINGS; CERTAIN COMMITTEES The Board of Directors of the Corporation, which held six meetings during 1996, has five regular committees, including an Audit Committee and a Compensation and Organization Committee. There is no nominating committee. All Directors attended more than 75 percent in the aggregate of the total number of meetings in 1996 of the Board and the committees on which each such Director served. The Audit Committee held two meetings in 1996, and has among its functions making recommendations with respect to the selection of the independent auditors of the Corporation, meeting with the independent auditors to review the scope, accuracy and results of the audit, and making inquiries as to the adequacy of the Corporation's accounting, financial and operating controls. Dr. Azaroff is chairperson of the Audit Committee, with Dr. Baker and Mr. Jaskol as members. The Compensation and Organization Committee held four meetings in 1996, and has among its functions reviewing the salary system to ensure external competitiveness and internal consistency, and reviewing incentive compensation plans to ensure that they continue to be effective incentive and reward systems. The Compensation and Organization Committee also determines the President's compensation and approves or disapproves the President's recommendations with respect to the compensation of executive officers who normally report to the President. Mr. Barnes is chairperson of the Compensation and Organization Committee, with Messrs. Harper and Jaskol as members. DIRECTORS' COMPENSATION For 1996, each Director who was not an employee of the Corporation earned an annual retainer of $13,500, $1,200 for each Board meeting attended and $1,300 or $850 for each committee meeting attended, the amount varying by capacity as chairperson or as a member. Pursuant to the 1994 Stock Compensation Plan, the retainer fee for non- employee Directors will be paid semi-annually in shares of the Corporation's Capital Stock, with the number of shares of stock granted based on its then fair market value. Stock options also are granted to non- employee Directors twice a year. The number of shares in each six-month period for which stock options are granted is determined by dividing $6,750 (half of the annual non-employee Director retainer fee at the time the plan was established) by the fair market value of a share of the Corporation's Capital Stock as of the date of grant. Existing stock options issued under this plan are exercisable within a period of ten years from date of grant. Pursuant to the Corporation's Voluntary Deferred Compensation Plan for Non- Employee Directors, such individuals may defer all or a portion of their annual retainer and meeting fees, regardless of whether such amounts would have been paid in cash or in the Corporation's Capital Stock. 7 EXECUTIVE COMPENSATION The tables, graph and narrative on pages 8 through 14 of this Proxy Statement set forth certain compensation information about the Corporation's Chief Executive Officer and its other four most highly compensated executive officers as of the last completed fiscal year. The Corporation does not presently have any Long-Term Incentive Plans and did not reprice any stock options (as defined by the executive compensation reporting rules of the Securities and Exchange Commission). Therefore, no corresponding tables are provided. SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards ---------------------------- ------ Other Stock All Name and Annual Options Other Principal Compen- (Number of Compen- Position Year Salary Bonus sation(1) Shares)(2) sation(3) - ------------------------------------------------------------------------------- Harry H. Birkenruth 1996 $330,692 $231,700 $ 4,275 30,000 $ 35,964 President and Chief 1995 308,942 304,920 3,455 35,000 23,002 Executive Officer 1994 260,000 210,862 2,078 30,000 21,510 Robert D. Wachob 1996 170,692 85,000 107 12,000 5,531 Vice President, 1995 152,019 105,758 10 15,000 2,400 Sales & Marketing 1994 140,000 86,598 10,000 1,500 Aarno A. Hassell 1996 149,885 45,000 3,000 9,703 Vice President, 1995 141,231 60,000 6,000 8,606 Market and Venture 1994 137,000 58,029 8,000 7,229 Development Bruce G. Kosa 1996 122,769 49,800 4,000 3,000 Vice President, 1995 115,038 55,000 7,000 2,400 Technology 1994 108,568 40,833 7,000 1,363 John A. Richie 1996 109,885 56,300 5,000 3,000 Vice President, 1995 101,442 60,000 7,000 2,280 Human Resources 1994 93,775 47,000 7,000 1,477 (1) Excludes perquisites and other personal benefits because the aggregate amount of such compensation is the lesser of either $50,000 or 10% of the total of annual salary and bonus reported for the Named Executive Officer. The amounts shown reflect the reimbursement of taxes on nonqualified defined benefit pension plan accruals. (2) The 1994 share amounts have been doubled to adjust for the July 1995 2- for-1 stock split. (3) Amounts shown for 1996 include (i) the Corporation's matching contributions to the Rogers Employee Savings and Investment Plan, a 401(k) plan, of $3,000 for each Named Executive Officer; (ii) matching contributions under the Corporation's nonqualified deferred compensation plan for Messrs. Birkenruth and Wachob of $10,914 and $2,531, respectively; (iii) the Corporation's payments on executive owned whole life insurance policies for Messrs. Birkenruth and Hassell of $5,287 and $1,741, respectively and (iv) "above-market" interest earned on deferred compensation to the extent the rate of interest exceeds 120% of the applicable federal long-term rate, amounting to $16,763 and $4,962 for Messrs. Birkenruth and Hassell, respectively. 8 STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR (1) Individual Grants (2) ________________________________________________________ Number of % of Total Securities Options/SARs Exercise Underlying Granted to Price Grant Date Options/ Employees in Per Expiration Present Name SARs Granted Fiscal Year Share Date Value(3) _____________________________________________________________________________ Harry H. Birkenruth 30,000 21.6% $26.06 10/17/06 $421,500 Robert D. Wachob 12,000 8.6 26.06 10/17/06 168,600 Aarno A. Hassell 3,000 2.2 26.06 10/17/06 42,150 Bruce G. Kosa 4,000 2.9 26.06 10/17/06 56,200 John A. Richie 5,000 3.6 26.06 10/17/06 70,250 _____________________________________________________________________________ (1) The Corporation does not presently have a "stock appreciation rights" (SAR) plan. (2) These stock options become exercisable in one-third increments on the second, third and fourth anniversary dates of the grant. These options expire ten years after the date of grant, or earlier due to termination of employment, death, or retirement. (3) Black-Scholes Assumption Disclosure The estimated grant date present value reflected in the above table is determined by using the Black-Scholes model. The material assumptions and adjustments incorporated into the Black-Scholes model in estimating the value of the options reflected in the above table include the following: - An exercise price on the option of $26.06, equal to the fair market value of the underlying stock as of the date of grant; - An option term of ten years; - An interest rate of 6.53 percent, representing the interest rate on a U.S. Treasury security on the date of grant with a maturity date corresponding to that of the option term; - Volatility of 24.52 percent, calculated using daily stock prices for the one-year period prior to the grant date; and - Dividends at the rate of $0.00 per share, representing the annualized dividends paid with respect to a share of Capital Stock at the date of grant. The ultimate value of the options will depend on the future market price of the Corporation's Capital Stock, which cannot be forecast with reasonable accuracy. The actual value, if any, an optionee will realize on exercise of an option will depend on the excess of the market value of the Corporation's Capital Stock over the exercise price on the date the option is exercised. 9 AGGREGATED OPTION/SAR EXERCISES DURING FISCAL 1996 AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Shares Value of Unexercised Acquired Number of In-The-Money Upon Unexercised Options at Options/SARs Exercise Value Fiscal Year-End Fiscal Year-End Name of Options Realized Exercisable Unexercisable Exercisable Unexercisable - ---------------------------------------------------------------------------------------------------------- Harry H. Birkenruth 10,100 $170,275 77,200 101,000 $1,299,384 $641,133 Robert D. Wachob 0 0 38,532 39,668 661,714 240,068 Aarno A. Hassell 4,000 50,120 38,332 19,668 651,874 174,029 Bruce G. Kosa 3,868 72,378 18,233 19,667 294,384 147,419 John A. Richie 1,500 15,698 12,166 19,334 196,573 123,518 The Corporation does not presently have a "stock appreciation rights" (SAR) plan. Defined as the difference between the fair market value of the Capital Stock and the exercise price of the option at time of exercise. These stock options become exercisable in one-third increments on the second, third and fourth anniversary dates of the grant. Defined as the difference between the fair market value of the Capital Stock at fiscal year-end and the exercise price of the option. An option is "in-the-money" if the fair market value of the underlying stock exceeds the exercise price of the option at the measurement date.
10 RETIREMENT PLANS The Pension Plan Table below reflects estimated annual benefits payable at age 65 ("normal retirement age") at various compensation levels and years of service pursuant to the Corporation's non-contributory defined benefit pension plans for domestic salaried employees. ANNUAL PENSION BENEFITS Years of Service(1)(2) ---------------------------------------------------------- Final Average Earnings(3) 15 years 20 years 25 years 30 years 35 years 40 years $ 75,000 $ 16,650 $ 22,200 $ 27,750 $ 33,290 $ 34,960 $ 36,620 100,000 23,520 31,360 39,200 47,040 49,400 51,750 125,000 30,400 40,530 50,660 60,790 63,830 66,870 150,000 37,270 49,700 62,120 74,540 78,270 82,000 175,000 44,150 58,860 73,580 88,290 92,710 97,120 200,000 51,020 68,030 85,040 102,040 107,150 112,250 225,000 57,900 77,200 96,500 115,790 121,580 127,370 250,000 64,770 86,360 107,950 129,540 136,020 142,500 275,000 71,650 95,530 119,410 143,290 150,460 157,620 300,000 78,520 104,700 130,870 157,040 164,900 172,750 _______________________________________________________________________ (1) Benefits are calculated on a straight life annuity basis and such amounts are reduced by offsets for estimated applicable Social Security benefits. (2) Federal law limits the amount of benefits payable under tax qualified plans, such as the Rogers Corporation Defined Benefit Pension Plan. The Corporation has adopted a supplemental retirement plan for the payment of amounts to all plan participants who may be affected by such limitations. In general, the total pension benefit due an individual will be the same as that calculated under the Corporation's qualified pension plan as if such federal benefit limitations did not exist. Accordingly, the benefits shown have not been reduced by such limitations. (3) Final average earnings is the average of the highest consecutive five of the last ten years' annual earnings as of June 1 of each year. Covered compensation includes only salary, and such amount in the Summary Compensation Table is substantially the amount covered for 1996 for the individuals named. The five-year average earnings for the named executive officers and their estimated years of credited service are: Mr. Birkenruth, $270,520 and 37 years; Mr. Wachob, $142,732 and 14 years; Mr. Hassell, $137,762 and 35 years; Mr. Kosa, $107,718 and 34 years; and Mr. Richie, $91,110 and 20 years. COMPENSATION AND ORGANIZATION COMMITTEE REPORT This report is submitted by the Compensation and Organization Committee of the Corporation's Board of Directors (the "Committee"). This Committee report describes the components of the Corporation's executive officer compensation programs for 1996 and the basis on which compensation determinations were made with respect to the executive officers of the Corporation. Compensation and Organization Committee Interlocks and Insider Participation The Corporation's executive compensation program is administered by the Compensation and Organization Committee of the Board of Directors, composed of three independent non-employee Directors who have no "interlocking" relationships as defined by the Securities and Exchange Commission. The Committee members are: Wallace Barnes (Chairperson of the Committee), Donald J. Harper, and Leonard R. Jaskol. 11 Philosophy The executive compensation philosophy is to align such compensation with the long-term success of the Corporation and increases in stockholder value, and to attract, retain, and reward executive officers whose contributions are critical to the long-term success of the Corporation. The guiding principles for compensation decisions are to: - Provide a competitive total annual cash compensation package that targets the 50th percentile of a broad spectrum of manufacturing companies from a wide range of industries, to enable the Corporation to attract and retain executives. Key elements of the executive compensation program are base salary, the possibility of a bonus under the Annual Incentive Compensation Plan and the grant of stock options. - Integrate compensation with the achievement of annual and long-term goals. - Reward officers for above average corporate performance, and individual initiative and achievement. - Create long-term incentives that are consistent with the interests of stockholders, through stock option grants. Base Salaries The Committee establishes salary ranges for executives by reviewing positions with similar responsibilities in the marketplace. The Corporation obtains information on such positions for a broad spectrum of manufacturing companies from a wide range of industries through published national executive compensation survey data. The data includes a substantial number of companies beyond those reflected in the Performance Graph on page 14. Salary adjustments are determined by considering merit increases generally being offered in the aforementioned marketplace, achievement of annual financial and other objectives by the Corporation and the business units or functions reporting to the executive officer, the overall performance of the executive officer, and any changes in the executive officer's responsibilities. None of these factors are assigned a specific weighted value. The Corporation allows the factors to change to adapt to various individual, business, economic, and marketplace conditions as they arise. The Committee is responsible for approving recommendations for salary increases made by the President for the officers who normally report to the President. Annual Bonuses The Annual Incentive Compensation Plan has target bonuses of 50% of base salary for the President, and between 25% and 40% for the other Named Executive Officers. Subject to an overall corporate percentage of pre-tax profit limitation, actual bonuses may vary from 0% to 200% of the target bonuses depending on performance relative to plan. These amounts are determined by the performance of the Corporation (Net Income Per Share) and each division (Controllable Cash Profit) versus the annual budget goals. In general, the broader the responsibility of the executive, the larger the portion of his or her award which is based upon corporate, rather than divisional results; the corporate portion is 100% to 80% for the Named Executive Officers. For fiscal 1996, corporate performance exceeded targeted levels and, as a result, all of the Named Executive Officers received bonuses. 12 Stock Options Each year, the Compensation and Organization Committee considers awards of stock options to key personnel. Stock options are the Corporation's long- term incentive vehicle. In recent years senior management personnel (including the Named Executive Officers) have been granted stock options annually. Other selected personnel are granted options from time to time. The number of options awarded to an executive officer is based on the individual's level in the organization, salary, the same performance criteria used to determine salary adjustments, the number of shares granted in prior years and the total number of shares available for grants. The Corporation does not assign specific weights to these criteria. The options all have an exercise price equal to at least the fair market value of the Corporation's stock as of the date of grant. These options have a ten-year life (however, earlier termination is provided for retirees and others whose employment terminates prior to retirement) and vest in one- third increments on the second, third and fourth anniversary dates of the grant. In fiscal 1996, stock options for a total of 139,400 shares were granted to employees, of which 54,000 shares were granted to the Named Executive Officers. Chief Executive Officer Compensation In 1996, Mr. Birkenruth received a salary increase of $16,000 (5.1%) at the start of the year. National survey data from a broad spectrum of manufacturing companies from a wide range of industries was considered, but the decision was weighted heavily by his previous salary level and his contributions to the Corporation's success. Mr. Birkenruth received a bonus for 1996 under the Annual Incentive Compensation Plan equal to 70.1% of his base salary as a result of the Corporation exceeding its performance target. In October 1996, he was granted options for 30,000 shares of the Corporation's stock exercisable at $26.06 per share, the fair market value as of the date of the grant. This grant was based on the aforementioned stock option criteria. Compliance with Internal Revenue Code Section 162(m) Section 162(m) of the Internal Revenue Code generally limits the corporate deduction for compensation paid to executive officers named in the proxy statement and who are employed on the last day of the Corporation's taxable year to $1 million, unless certain requirements are met. The Committee has considered the impact of this tax code provision and has determined that there is little likelihood that Rogers would pay any amounts in 1997 that would result in the loss of a Federal tax deduction under Section 162(m). Accordingly, the Committee has not recommended that any special actions be taken or any plans changed at this time. Compensation and Organization Committee: Wallace Barnes, Chairperson Donald J. Harper, Member Leonard R. Jaskol, Member 13 PERFORMANCE GRAPH The following graph compares the cumulative total return on the Corporation's Capital Stock over the past five years with the cumulative total return on shares of companies comprising the Standard & Poor's (S&P) Industrials Index and the American Stock Exchange High Technology Index (Amex High Technology). Cumulative total return is measured assuming an initial investment of $100 on December 31, 1991, and the reinvestment of dividends. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* GRAPH APPEARS HERE DOLLARS --------------------------------------- 1991 1992 1993 1994 1995 1996 - ------------------------------------------------------------ Rogers Corporation 100 87 163 310 271 338 S&P Industrials 100 106 115 120 161 198 Amex High Technology 100 85 94 91 141 153 * $100 invested on 12/31/91 in stock or index - including reinvestment of dividends (Textual description of performance graph for EDGAR transmission - the chart compares the performance of Rogers Capital Stock over a five-year period to the S&P Industrials Index and the Amex High Technology Index, as reflected in the numerical data under the chart, with $100 representing the invested value in Rogers Capital Stock and the two indices at December 31, 1991.) 14 OTHER ARRANGEMENTS AND PAYMENTS The Corporation's severance policy for regular, full-time salaried employees provides, in general, for continuation of salary payments, health insurance and certain other benefits for employees whose employment has been involuntarily terminated. The number of weeks of salary and benefits continuance is based on length of service. The policy may be amended, modified or terminated at any time by the Corporation, except in the case of the executive officers of the Corporation as of November 1991. Such officers may elect the benefits of either the policy in effect in November 1991, or the severance policy, if any, which may be in existence at the time each such individual's employment terminates. Commencing in November 1992, the right of executive officers to make such an election may be cancelled by the Corporation on three years' notice. Each of Messrs. Birkenruth, Hassell and Wachob would be entitled to 78 weeks of salary and benefit continuance upon termination of employment covered by the policy. The Board of Directors determined that it would be in the best interests of the Corporation to ensure that the possibility of a change in control of the Corporation would not interfere with the continuing dedication of the Corporation's executive officers to their duties to the Corporation and its stockholders. Toward that purpose, the Corporation has agreements with all current elected officers of the Corporation, including the Named Executive Officers, which provide certain severance benefits to them in the event of a termination of their employment during a thirty-six month period following a Change in Control (as defined in the agreements). The initial term of each agreement is three years and the term is automatically extended for additional one-year periods each anniversary date of the agreement, unless either party objects to such extension. If within a thirty-six month period following a Change in Control, an executive's employment is terminated by the Corporation without cause (as defined in the agreements) or if such executive resigns in certain specified circumstances, then, provided the executive enters into a two-year noncompetition agreement with the Corporation, the executive is generally entitled to the following severance benefits: (i) twice his annual base salary plus bonus; (ii) two years of additional pension benefits; and (iii) the continuation of health and life insurance plans and certain other benefits for up to two years. The agreements provide that severance and other benefits be reduced to an amount so that such benefits would not constitute so-called "excess parachute payments" under applicable provisions of the Internal Revenue Code of 1986. 15 AUDIT MATTERS It is expected that Ernst & Young LLP, the Corporation's independent auditors selected as the independent auditors for the fiscal years ended December 29, 1996, and ending December 28, 1997, will be represented at the annual meeting, with an opportunity to make a statement if they so desire, and will be available to respond to questions. In addition to the audit of the 1996 financial statements, the Corporation engaged Ernst & Young LLP to perform certain other services, including income tax consultation and assistance in connection with corporate tax planning. PROPOSALS OF STOCKHOLDERS Proposals of stockholders intended to be presented at the 1998 Annual Meeting of Stockholders must be received by the Corporation on or before December 1, 1997, for inclusion in the Corporation's proxy statement and form of proxy. SOLICITATION OF PROXIES The cost of solicitation of proxies will be borne by the Corporation. In addition to solicitations by mail, officers and employees of the Corporation may solicit proxies personally and by telephone, facsimile or other means, for which they will receive no compensation in addition to their normal compensation. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of proxies and proxy soliciting materials to the beneficial owners of stock held of record by such persons, and the Corporation will, upon request, reimburse them for their reasonable expenses in doing so. 16 Rogers Corporation ONE TECHNOLOGY DRIVE P.O. BOX 188 ROGERS, CONNECTICUT 06263-0188 (860) 774-9605 17 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ROGERS CORPORATION PROXY The undersigned appoints HARRY H. BIRKENRUTH and ROBERT M. SOFFER, and each of them, as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Rogers Corporation to be held on May 1, 1997, and at any adjournment thereof. 1. To fix the number of and to elect a Board of Directors for the ensuing year. |_| FOR all nominees listed below (except as withheld below): Leonid V. Azaroff, Leonard M. Baker, Wallace Barnes, Harry H. Birkenruth, Walter E. Boomer, Mildred S. Dresselhaus, Donald J. Harper, Gregory B. Howey, Leonard R. Jaskol, and William E. Mitchell. (INSTRUCTION: To withhold authority to vote for any individual nominee(s), write the name(s) of the nominee(s) in the space provided below.) ____________________________________________________________ |_| WITHHOLD AUTHORITY to vote for all nominees. 2. To transact such other business as may properly come before the meeting. [continued and to be signed on the other side] 18 PROXY [continued from other side] THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED Dated: ___________, 1997 AS SPECIFIED OR, WHERE NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSAL 1, AND AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. _______________________________ _______________________________ Signature (If signing as attorney, executor, administrator, trustee or guardian, please give your full title as such.) 19 -----END PRIVACY-ENHANCED MESSAGE-----