1.
|
To elect eight members of the Board of Directors for the ensuing year: Keith L. Barnes, Michael F. Barry, Bruce D. Hoechner, Carol R. Jensen, William E. Mitchell, Ganesh Moorthy, Helene Simonet, and Peter C. Wallace.
|
2.
|
To vote on a non-binding advisory resolution to approve the compensation of the Company's named executive officers.
|
3.
|
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Rogers Corporation for the fiscal year ending December 31, 2016.
|
4.
|
To transact such other business as may properly come before the meeting or any adjournment thereof.
|
Proxy Statement | 3 |
Proposal 1: Election of Directors | 6 |
Nominees for Director, Director Qualifications and Experience | 6 |
Stock Ownership of Management | 9 |
Beneficial Ownership of More than Five Percent of Rogers Stock | 10 |
Corporate Governance Policies | 11 |
Board of Directors | 12 |
Director Independence | 12 |
Board Leadership Structure | 12 |
Board Diversity | 13 |
The Board's Role in Risk Oversight | 13 |
Meetings of the Board and Committees | 13 |
Directors' Compensation | 15 |
Audit Committee Report | 16 |
Compensation Discussion and Analysis | 17 |
2015 Compensation | 19 |
Compensation and Organization Committee Report | 24 |
Summary Compensation Table | 25 |
All Other Compensation for Fiscal Year 2015 | 26 |
Grants of Plan Based Awards for Fiscal Year 2015 | 27 |
Additional Information Regarding (i) the Summary Compensation Table, and (ii) Stock Awards Shown in Grants of Plan-Based Awards for Fiscal Year 2015
|
28 |
Outstanding Equity Awards at the End of Fiscal Year 2015 | 29 |
Option Exercises and Stock Vested for Fiscal Year 2015 | 31 |
Pension Benefits at End of Fiscal Year 2015 | 31 |
Non-Qualified Deferred Compensation at End of Fiscal Year 2015 | 32 |
Potential Payments on Termination or Change in Control | 33 |
Post Termination Table | 38 |
Proposal 2: Vote on a Non-Binding Advisory Resolution to Approve the Compensation of NEOs | 40 |
Proposal 3: Ratification of PricewaterhouseCoopers LLP as Independent Auditor | 41 |
Related Party Transactions | 43 |
Section 16(a) Beneficial Ownership Reporting Compliance | 44 |
Shareholder Proposals and Other Shareholder Business at the 2017 Annual Meeting of Shareholders | 44 |
Solicitation of Proxies | 44 |
"Householding" of Proxy Materials | 45 |
Communications with Members of the Board of Directors | 45 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 6, 2016 | 45 |
Availability of Certain Documents | 45 |
•
|
To elect eight members of the Board of Directors for the ensuing year: Keith L. Barnes, Michael F. Barry, Bruce D. Hoechner, Carol R. Jensen, William E. Mitchell, Ganesh Moorthy, Helene Simonet, and Peter C. Wallace. (See pages 6-8 for additional information.)
|
•
|
To vote on a non-binding advisory resolution to approve the compensation of our named executive officers. (See page 40 for additional information.)
|
•
|
To ratify the appointment of PricewaterhouseCoopers LLP ("PwC") as the independent registered public accounting firm of Rogers Corporation for the fiscal year ending December 31, 2016. (See pages 41-42 for additional information.)
|
•
|
To transact such other business as may properly come before the meeting or any adjournment thereof. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting.
|
•
|
Shareholders that hold shares of our capital stock in their own name (as “shareholders of record”) as of the record date;
|
•
|
Shareholders that beneficially own shares of our capital stock through a bank, brokerage firm, dealer or other similar organization as nominee (in “street name”) as of the record date;
|
•
|
Invited guests from the media and financial community; and
|
•
|
Members of Company management who will facilitate the meeting.
|
•
|
using the Internet voting site listed on the proxy card or Notice;
|
•
|
using the toll-free telephone number listed on the proxy card; or
|
•
|
marking, signing, dating and returning the proxy card by mail.
|
•
|
Election of directors: The eight director nominees receiving the highest number of votes at the meeting will be elected to the Board of Directors, even if such votes do not constitute a majority of the votes cast. Abstentions and “broker non- votes” do not constitute votes properly cast favoring or opposing director elections and, accordingly, neither will have any effect on the outcome of this vote.
|
•
|
All other matters: The proposals to ratify the appointment of PwC and to approve, on an advisory basis, the compensation of our named executive officers will be approved by the affirmative vote of the majority of votes properly cast (i.e., the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). Abstentions and, with respect to the proposal to approve, on an advisory basis, certain executive compensation, “broker non-votes” will not have any effect on the outcome of these votes.
|
•
|
FOR the election of the nominees for director;
|
•
|
FOR the advisory vote to approve the compensation of our named executive officers;
|
•
|
FOR the ratification of the appointment of PwC as the Company’s independent accounting firm; and
|
•
|
In accordance with the judgment of the persons voting the proxy on any other matter properly brought before the meeting, if any such matters are properly raised at the meeting.
|
Name, Age as of February 11, 2016, and positions with the Company
|
Principal Occupation, Business Experience, Directorships and Qualifications
|
Keith L. Barnes
Age 64
Director since 2015
|
Mr. Barnes is the CEO of Barnes Capital Management, a family investment office focusing primarily on technology investments in Silicon Valley and the Pacific Northwest. From 2006-2011, Mr. Barnes was Chairman and CEO of Verigy Pte Ltd, a leading manufacturer of semiconductor capital equipment. Verigy was domiciled in Singapore and was acquired by Advantest of Japan in 2011. From 2003-2006, Mr. Barnes was Chairman and CEO of Electroglas, a leading manufacturer of semiconductor probing solutions. Mr. Barnes was Chairman and CEO of Integrated Measurement Systems ("IMS") from 1995-2001 when IMS was acquired. Mr. Barnes also serves as a director of the following public companies: Knowles Corporation of Itasca, Illinois; Mentor Graphics Corporation, Wilsonville, Oregon; and Viavi Solutions, Milpitas, California. The qualifications and skills that make Mr. Barnes well suited to serve as a member of our Board include his experience in global manufacturing, supply chain management, semiconductor systems and software development, marketing and sales, international business, governance and executive management, along with his public board and committee experience.
|
Michael F. Barry
Age 57
Director since 2010
Audit Committee - Chairperson
Compensation & Organization Committee
|
Since 2009, Mr. Barry has been Chairman of the Board of Directors of Quaker Chemical Corporation. He joined the Quaker Board and became Quaker’s President and Chief Executive Officer in 2008. Mr. Barry has held a number of other positions with Quaker since 1998, including Chief Financial Officer, Vice President and Global Industry Leader - Industrial Metalworking and Coatings, and Senior Vice President and Managing Director - North America. By serving in a variety of leadership and executive positions with Quaker, Mr. Barry has gained experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development and manufacturing. This extensive and varied business experience is a valuable resource to the Rogers’ Board of Directors and its management.
|
Bruce D. Hoechner
Age 56
Director since 2011
President and Chief Executive Officer
|
Mr. Hoechner, who became the Company’s President and Chief Executive Officer in 2011, has many years of broad leadership experience across numerous geographies, businesses and functions in the specialty chemicals industry with particularly strong international business expertise. For over ten years of his career he lived and worked in Singapore, Thailand and most recently, Shanghai, People’s Republic of China. His Asian assignments were first with Rohm and Haas Company, for which he worked for 28 years, and then The Dow Chemical Company after its acquisition of Rohm and Haas in 2009. While in Shanghai, Mr. Hoechner was responsible for a variety of businesses, most recently as President, Asia Pacific Region, Dow Advanced Materials Division. He has also led a number of specialty chemical global business units, which had wide-ranging operations in Europe, North America, Latin America and Asia. Mr. Hoechner’s broad, global industry experience and his service as our chief executive officer led the Board to conclude that he should continue to serve as a director.
|
Carol R. Jensen
Age 63
Director since 2006
Audit Committee Nominating and
Governance Committee
|
Ms. Jensen is currently President and Principal Partner of Lightning Ranch Group, a privately held group of companies in ranching, real estate, technology consulting, energy and aviation. She previously served as a director of the Microelectronic Computer Corporation and the American Chamber of Commerce - Denmark. She previously held positions at The Dow Chemical Company (as Vice President of Research & Development of Performance Chemicals 2001-2004); 3M Corporation (as Executive Director of Research & Development 2000-2001, Managing Director of 3M Denmark 1998-2000, and Technical Director of 3M’s Electronic Products business 1990-1998) and IBM Corporation (various research, development, marketing and strategic corporate positions 1979-1990). She was also an adjunct professor of Chemistry at the University of Texas, Austin
(1991-1994). In these positions she gained experience in the electronics and Internet industries, the chemical and materials industry, and in research, marketing, development, manufacturing, sales, international business, governance and executive management. This technical background and experience make Ms. Jensen a valuable member of the Company’s Board of Directors and a great resource to its management.
|
William E. Mitchell
Age 71
Director since 1994*
Lead Director Audit Committee
Nominating and Governance Committee
*During the period April 2007 through May
2008, Mr. Mitchell did not serve on the
Company's Board due to other business commitments.
|
Mr. Mitchell is the Managing Partner of Sequel Venture Partners, LLC (formerly Sequel Capital Management, LLC), a private equity firm that he founded. He was Chairman of the Board of Directors of Arrow Electronics, Inc., from 2006 to 2009, and President and Chief Executive Officer of Arrow Electronics from 2003 to 2009. Mr. Mitchell was Executive Vice President of Solectron Corporation and President of Solectron Global Services, Inc., from 1999 to 2003. Other current public company directorships are Humana Incorporated and Veritiv Corporation. Mr. Mitchell’s qualifications and skills include global business leadership and operations experience, financial expertise, global sales and marketing experience, and experience with global supply chain and distribution strategies for industrial and consumer goods.
This business experience is valuable to the Board of Directors and management of Rogers.
|
Ganesh Moorthy
Age 56
Director since 2013
Compensation and Organization
Committee
Nominating and Governance
Committee
|
In February 2016, Mr. Moorthy was named President of Microchip Technology Incorporated, adding that position to the post of Chief Operating Officer, a title he has held since 2009. Microchip is a leading provider of microcontroller, mixed-signal, analog, memory and Flash-IP solutions. He served as Executive Vice President of Microchip from 2006 to 2009. From 2001 to 2006, Mr. Moorthy served as Vice President of several Microchip divisions. From 2010 to 2014, he served as a member of the Board of Directors of Hua-Hong Grace Semiconductor in Shanghai, China. He is also a member of the University of Washington’s Electrical Engineering Board of Advisors. Mr. Moorthy’s extensive background in a number of Rogers' key industries and his global expertise in business and technology leadership make him well qualified to provide valuable insight to the Board of Directors and management of Rogers.
|
Robert G. Paul
Age 74
Director since 2000
Audit Committee
Compensation and Organization
Committee - Chairperson
|
Mr. Paul is the former President of the Base Station Subsystems Unit of Andrew Corporation, from which he retired in March 2004. From 1991, through July 2003, he was President and Chief Executive Officer of Allen Telecom Inc. which was a public company prior to being acquired by Andrew Corporation during 2003. Mr. Paul joined Allen Telecom in 1970, where he built a career holding various positions of increasing responsibility including Chief Financial Officer. Mr. Paul also serves on the board of directors for two public companies: Comtech Telecommunications Corp. and Kemet Corporation. The Company’s Board of Directors and management benefits from Mr. Paul’s extensive experience in the communications industry, one of the primary market segments into which the Company sells its products. Mr. Paul’s strong financial background adds accounting expertise to the Board’s activities. In addition, Mr. Paul’s experience running a public company with markets throughout the world and manufacturing plants in Europe, Asia and the Americas provides a strong fit with Rogers’ global markets and operations.
|
Helene Simonet
Age 63
Director since 2014
Audit Committee
Compensation and Organization Committee
|
Ms. Simonet served as Executive Vice President and Chief Financial Officer of Coherent, Inc. from 2002 until her retirement in February 2016. Ms.
Simonet served as Vice President of Finance of Coherent’s former Medical Group and Vice President of Finance of its Photonics Division from 1999 to 2002. Prior to joining Coherent, Ms. Simonet spent over twenty years in senior finance positions at Raychem Corporation's Division and Corporate organizations, including Vice President of Finance of Raynet Corporation. Ms. Simonet has both Masters and Bachelor degrees from the University of Leuven, Belgium. Ms. Simonet is a well-rounded executive with broad experience in both executive and financial management of a global technology manufacturing company, international business, mergers and acquisitions, and strategic planning. This experience and her expertise in areas important to Rogers make her an important asset to the Board.
|
Peter C. Wallace
Age 61
Director since 2010
Nominating and Governance Committee -Chairperson Compensation and Organization Committee
|
Mr. Wallace served as Chief Executive Officer and a director of Gardner Denver Inc., an industrial manufacturer of compressors, blowers, pumps and other fluid control products used in numerous global end markets, until his retirement in January 2016. He previously served as President and Chief Executive Officer, and a director of Robbins & Myers, Inc., from 2004 until 2013, when the company was acquired by National Oilwell Varco, Inc. Prior to joining Robbins & Myers, he was President and Chief Executive Officer of IMI Norgren Group from 2001 to 2004. Mr. Wallace is also a director of Applied Industrial Technologies, Inc., a public company. He also serves on the board of a private manufacturing firm engaged in packaging equipment and consulting services. Mr. Wallace’s career has included senior functional roles in application engineering, sales, marketing, and international operations as well as chief executive officer at three multinational corporations. This broad and extensive leadership and board experience is valuable to Rogers’ Board of Directors and to management.
|
Beneficial Ownership
|
||
Name of Person or Group
|
Number of
Shares (1)
|
Percent of
Class (2)
|
Keith L. Barnes
|
1,200
|
*
|
Michael F. Barry
|
12,200
|
*
|
Robert C. Daigle (3)
|
44,902
|
*
|
Jeffrey M. Grudzien
|
41,049
|
*
|
Bruce D. Hoechner (3)
|
71,577
|
*
|
Carol R. Jensen (4)
|
14,888
|
*
|
David Mathieson
|
1,429
|
*
|
William E. Mitchell
|
14,414
|
*
|
Ganesh Moorthy (4)
|
4,700
|
*
|
Robert G. Paul
|
36,254
|
*
|
Helene Simonet
|
2,400
|
*
|
Janice E. Stipp
|
—
|
*
|
Peter C. Wallace (4)
|
12,200
|
*
|
Helen Zhang
|
2,392
|
|
All Directors and Executive Officers as a Group (17 Persons) (1)
|
272,025
|
1.5%
|
(1)
|
Represents the total number of currently owned shares and shares acquirable within 60 days of March 9, 2016. Shares acquirable under stock options exercisable and, with respect to members of the Board of Directors, which would be receivable in the event of a separation from service within 60 days of March 9, 2016, are as follows (last name/number of shares): Barnes/1,200, Barry/1,300; Daigle/13,800; Grudzien/19,725; Hoechner/23,200; Jensen/1,300; Mitchell/3,399; Moorthy/1,300; Paul/10,300; Simonet/1,300; Wallace/1,300; and the group of 17 individuals/78,124.
|
(2)
|
Represents the percent ownership of total outstanding shares of capital stock, based on 18,001,408 shares of common stock outstanding as of March 9, 2016, and on an individual or group basis those shares acquirable by the respective directors and executive officers within 60 days of March 9, 2016, through the exercise of stock options or otherwise as described above.
|
(3)
|
Mr. Daigle and Mr. Hoechner own, respectively, 5,556 shares and 11,278 shares as to which investment and voting power is shared with their respective spouses. Mr. Hoechner's total includes 820 shares held by trust for which his spouse serves as trustee.
|
(4)
|
Ms. Jensen and Mr. Moorthy own, respectively, 12,688 and 3,400 shares in trusts in which investment and voting power is shared with their respective spouses. Mr. Wallace owns 8,150 shares in a trust in which he has sole investment and voting power.
|
Name and Address of Beneficial Owner | Shares Beneficially Owned | Percent of Class (1) |
BlackRock, Inc. (2)
55 East 52nd Street
New York, NY 10055
|
1,708,569 | 9.5 |
Neuberger Berman Group LLC (3)
605 Third Avenue
New York, NY 10158
|
1,684,358 | 9.4 |
The Vanguard Group (4)
100 Vanguard Blvd.
Malvern, PA 19355
|
1,359,267 | 7.6 |
Wellington Management Group LLP (5)
280 Congress Street
Boston, Ma 02210
|
1,191,608 | 6.6 |
(1)
|
Based on 18,001,408 shares outstanding as of the record date, March 9, 2016.
|
(2)
|
Blackrock, Inc., a parent holding company, reports it has sole voting power with respect to 1,666,762 of the shares listed above and sole dispositive power with respect to all of the shares listed above.
|
(3)
|
Neuberger Berman Group LLC a parent holding company, reports it has shared voting power with respect to 1,684,358 of the shares listed above and shared dispositive power with respect to all of the shares listed above.
|
(4)
|
The Vanguard Group, a registered investment adviser, reports it has sole voting power with respect to 28,649 of the shares listed above and shared dispositive power with respect to 29,149 of the shares listed above and sole dispositive power with respect to 1,330,118 of the shares listed above.
|
(5)
|
Wellington Management Group LLP, a registered investment adviser, reports it has shared voting power with respect to 956,811 of the shares listed above and shared dispositive power with respect to 1,191,608 of the shares listed.
|
•
|
All directors stand for election annually.
|
•
|
The Board of Directors has adopted a retirement policy for directors, which is set forth in Rogers’ Corporate Governance Guidelines, under which directors may not be nominated for election after age 72 unless the Board deems it advisable to do so.
|
•
|
The Board of Directors has determined that eight of its nine current directors, representing approximately 89% of the Board, are independent. Rogers’ Corporate Governance Guidelines require that a majority of the Board be independent under NYSE listing requirements but also state that it is the Board of Directors’ goal (but not a requirement) that at least two-thirds of the directors be independent.
|
•
|
The Audit Committee has four members whom the Board of Directors has determined are “audit committee financial experts” as defined under SEC regulations.
|
•
|
The non-management directors (all of whom currently are independent) regularly meet in executive session and there is an independent “Lead Director” who is responsible for presiding over such meetings.
|
•
|
The Board of Directors actively participates in Company strategy by, among other things, annually reviewing a strategic plan and a one-year operating plan that is linked to strategic objectives.
|
•
|
The Board of Directors as a whole oversees succession planning with respect to the President and CEO as well as other senior management positions.
|
•
|
The Company's Stock Ownership Guidelines are designed to encourage executive officers and directors to accumulate a significant level of direct stock ownership, thereby aligning their interests with the interests of shareholders.
|
•
|
The Company's Compensation Recovery Policy enables the Board of Directors to recover any compensation earned or paid to an executive officer from any financial result or operating objective that was impacted by the officer's misconduct.
|
•
|
The Company's Insider Trading Policy prohibits directors and executive officers from engaging in hedging transactions involving the Company's stock.
|
•
|
Directors have complete access to all levels of management and are provided with opportunities to meet with members of management on a regular basis.
|
•
|
If a Rogers’ director (other than a member of the Audit Committee) receives direct or indirect annual compensation or other benefits (other than board and committee fees) from Rogers, such amount must not exceed $30,000;
|
•
|
If a Rogers’ director is an executive officer of another company that does business with Rogers, the annual sales to, or purchases from, Rogers must be less than 1% of the revenues of the company he or she serves as an executive officer;
|
•
|
If a Rogers’ director is an executive officer of another company which is indebted to Rogers, or to which Rogers is indebted, the total amount of either company’s indebtedness to the other must be less than 1% of the total consolidated assets of the company he or she serves as an executive officer; and
|
•
|
If a Rogers’ director serves as an officer, director or trustee of a charitable organization, Rogers’ discretionary charitable contributions to the organization must be less than 1% of that organization’s total annual charitable receipts. (Rogers’ matching of employee charitable contributions will not be included in the amount of Rogers’ contributions for this purpose.)
|
Name | Board | Audit |
Compensation and
Organization
|
Nominating and
Governance
|
Keith L. Barnes | ü | |||
Michael F. Barry | ü | Chair | ü | |
Bruce D. Hoechner | ü | |||
Carol R. Jensen | ü | ü | ü | |
William E. Mitchell | ü | ü | ü | |
Ganesh Moorthy | ü | ü | ü | |
Robert G. Paul* | ü | ü | Chair | |
Helene Simonet | ü | ü | ü | |
Peter C. Wallace | ü | ü | Chair | |
Number of Meetings in 2015 | 6 | 10 | 8 | 5 |
Name
|
Fees Earned or Paid (1)
|
Fair Value of Deferred Stock
Unit Awards (2)
|
Total
|
Keith L. Barnes (3)
|
$12,239
|
$61,980
|
$74,219
|
Michael F. Barry
|
$75,750
|
$100,000
|
$175,750
|
Gregory B. Howey (4)
|
$22,143
|
—
|
$22,143
|
Carol R. Jensen
|
$58,250
|
$100,000
|
$158,250
|
William E. Mitchell
|
$74,000
|
$100,000
|
$174,000
|
Ganesh Moorthy
|
$59,750
|
$100,000
|
$159,750
|
Robert G. Paul
|
$73,500
|
$100,000
|
$173,500
|
Helene Simonet
|
$59,000
|
$100,000
|
$159,000
|
Peter C. Wallace
|
$67,250
|
$100,000
|
$167,250
|
(1)
|
Includes the annual retainer and meeting fees, which were all paid in cash for 2015. Directors may elect to defer such fees pursuant to a non-qualified deferred compensation plan.
|
(2)
|
The fair value of Deferred Stock Unit Awards is the same as the compensation cost reported in Rogers’ financial statements. All Deferred Stock Units awarded to directors are immediately vested as of the award date. On May 8, 2015, we granted a Deferred Stock Unit Award for 1,300 units to each no-management director then serving on the Board and the fair value of the shares underlying each award on the grant date was $100,000. Mr. Barnes was granted a Deferred Stock Unit Award for 1,200 units on October 8, 2015 with the fair value of the hares underlying the award being $61,980.
|
(3)
|
Mr. Barnes joined the Board on October 8, 2015; accordingly, he received a pro-rata portion of the annual retainer.
|
(4)
|
Mr. Howey retired from the Board on May 8, 2015.
|
Audit Committee:
|
Michael F. Barry, Chairperson |
Carol R. Jensen, Member | |
William E. Mitchell, Member | |
Robert G. Paul, Member | |
Helene Simonet, Member
|
•
|
Expanded the applicability of Internal Revenue Code Section 162(m) compliant provisions of the performance-based Annual Incentive Compensation Plan ("AICP") to an additional ten senior executives, including all of our non-CEO NEOs. (Previously, only the CEO was covered by such provisions.)
|
•
|
Performance-based pay made up 77% of our CEO's target compensation in 2015. For our remaining NEOs, performance- based pay made up 61% of their target compensation, on average, in 2015, up from 57% in 2014.
|
•
|
Employed multiple performance measures to balance short- and long-term objectives.
|
•
|
Aligned our equity-based compensation with multi-year vesting periods to drive long-term shareholder value creation.
|
Cabot Microelectronics Corp.
|
Comtech Telecommunications Corp.
|
Diodes Inc.
|
Hutchinson Technology Inc.
|
International Rectifier Corp.
|
Intersil Corp.
|
IXYS Corp.
|
KEMET Corp.
|
Littelfuse Inc.
|
Methode Electronics
|
MKS Instruments Inc.
|
Pulse Electronics Corp.
|
Semtech Corp.
|
Vicor Corp.
|
1.
|
Base Salary in the "Non-CEO NEO Target Pay Mix" chart reflects base salaries as well as a sign-on bonus paid to Janice E. Stipp in 2015.
|
2.
|
"Non-Equity Incentive Plan Compensation" refers to the Annual Cash Incentive Compensation discussed in the following pages and reflects the 2015 target incentive.
|
3.
|
"Stock" refers to the Long-Term Incentive Compensation discussed in the following pages and reflects the grant date fair values for all 2015 equity awards.
|
NEO
|
2014 Salary
|
2015 Salary
|
Salary % Increase for 2015
|
Bruce D. Hoechner
|
$600,000
|
$625,000
|
4.2%
|
Janice E. Stipp
|
—
|
$400,000
|
N/A
|
David Mathieson
|
$360,000
|
$365,000
|
1.4%
|
Robert C. Daigle
|
$331,500
|
$345,000
|
4.1%
|
Jeffrey M. Grudzien
|
$295,000
|
$318,600
|
8.0%
|
Helen Zhang
|
$324,500
|
$340,700
|
5.0%
|
NEO
|
2015 Base Salary
|
Base Salary Percentage
|
2015 Target Payout
|
2015 Maximum Payout
|
Bruce D. Hoechner
|
$625,000
|
100%
|
$625,000
|
$2,500,000
|
David Mathieson
|
$360,000
|
55%
|
$200,750
|
$500,000
|
Robert C. Daigle
|
$345,000
|
50%
|
$172,500
|
$500,000
|
Jeffrey M. Grudzien
|
$318,600
|
50%
|
$159,300
|
$500,000
|
Helen Zhang
|
$340,700
|
50%
|
$170,350
|
$500,000
|
Performance Metric
|
Threshold Performance
|
Target Performance
|
Maximum Performance
|
Actual Performance
|
Percentage Satisfaction
|
|
Revenue (45% weighting)
|
$650
|
$706
|
$763
|
$630
|
(1)
|
0%
|
Adjusted Operating Profit
(45% weighting)
|
$99
|
$110
|
$119
|
$93
|
(2)
|
0%
|
Operating Cash Flow
(5% weighting)
|
$91
|
$104
|
$113
|
$74
|
(3)
|
0%
|
Safety (5% weighting)
|
97%
|
100%
|
97%
|
(4)
|
100% (target)
|
|
Total
|
5%
|
(1)
|
Excludes the portion of the Arlon acquisition that manufactured specialty polyimide and epoxy-based laminates and bonding materials, which was divested by the Company in December 2015.
|
(2)
|
In measuring our 2015 operating profit, the Committee excluded the following charges which the Committee believes will result in long term benefits to the Company: (i) severance charges that were incurred in connection with our efforts to streamline the organization so as to improve future profitability, (ii) integration, inventory and fixed asset step-up costs and intangibles amortization related to the acquired Arlon business, (iii) an environmental accrual and (iv) certain currency adjustments.
|
(3)
|
Equals “net cash provided by operating activities from continuing operations” in the Company’s consolidated statement of cash flows for the year ended December 31, 2015.
|
(4)
|
Represents safety initiative participation. Participation below 97% would result in 0.0% payout.
|
NEO
|
Actual AICP payout
|
Bruce D. Hoechner
|
$130,000
|
Robert C. Daigle
|
$40,000
|
Jeffrey M. Grudzien
|
$40,000
|
Helen Zhang
|
$20,000
|
NEO
|
Target Total LTIP Award
|
Performance-Based RSUs
|
Time-Based RSUs
|
Bruce D. Hoechner
|
$1,406,250
|
$703,125
|
$703,125
|
Robert C. Daigle
|
$390,000
|
$195,000
|
$195,000
|
Jeffrey M. Grudzien
|
$350,000
|
$175,000
|
$175,000
|
Helen Zhang
|
$340,000
|
$170,000
|
$170,000
|
David Mathieson
|
$365,000
|
$182,500
|
$182,500
|
•
|
TSR performance is calculated for the Company and all companies in the Index by comparing the relevant company’s average daily closing stock price for the last 90 days prior to the start of the performance period to its average daily closing stock price for the 90 days immediately preceding the end of the performance period. The calculation disregards regular cash dividends paid to shareholders during the performance period but reflects adjustments for stock splits and reverse stock splits, extraordinary dividends and similar events that occur during the performance period.
|
•
|
Vesting at the end of the applicable three-year performance period is based on the Company’s TSR performance ranked against the TSR performance of the companies in the Index. The amount vested, if any, is established on a straight- line basis based on the table set forth below.
|
•
|
ROIC performance is calculated for the Company and all companies in the Index by computing the three-year average of annual ROIC, defined as earnings before interest and taxes as a percentage of annual invested capital, for the performance period. The calculation disregards certain non-recurring items to the extent recognized in company financial statements: (i) any loss or gain resulting from the early extinguishment of debt, (ii) the cumulative effect of a change in accounting principles, (iii) write offs related to fresh start accounting adjustments or (iv) extraordinary items under GAAP.
|
•
|
Vesting at the end of the applicable three-year performance period is based on the Company’s ROIC performance ranked against the ROIC performance of the companies in the Index. The amount vested, if any, is established on a straight-line basis based on the table below.
|
Company Relative
TSR or ROIC Performance
|
Payout Percentage
for TSR Performance
|
Payout Percentage
for ROIC Performance
|
25% | 0% (threshold) | 0% (threshold) |
30% | 20% | 20% |
35% | 40% | 40% |
40% | 60% | 60% |
45% | 80% | 80% |
50% | 100% (target) | 100% (target) |
55% | 120% | 120% |
60% | 140% | 140% |
65% | 160% | 160% |
70% | 180% | 180% |
75% | 200% (maximum) | 200% (maximum) |
•
|
Section 401(k) and health and welfare benefits on substantially the same terms and conditions as they are provided to most of our other employees;
|
•
|
A non-qualified funded deferred compensation plan that allows executives to defer salary and bonus and receive matching contributions on deferred amounts in a cost effective tax-advantaged basis;
|
•
|
Severance and change-in-control protection to increase retention and mitigate potential conflicts of interest when NEOs perform their duties in connection with a potential change in control transaction; and
|
•
|
An annual executive physical program which was initiated in 2015.
|
•
|
The Committee follows a clearly stated compensation philosophy and strategy in all compensation-related decisions, and the philosophy and strategy are reviewed on an annual basis to ensure they continually align and support our business strategy.
|
•
|
Executive compensation is largely based on performance.
|
•
|
Equity awards for executives vest over a three-year period, which discourages undue short-term risk taking.
|
•
|
Equity represents a large portion of our executive compensation and 50% of our equity awards are subject to risk of forfeiture in case of non-performance.
|
•
|
Our equity ownership guidelines encourage a long-term perspective by our executives.
|
•
|
Our Committee engages an independent compensation consultant.
|
•
|
The Committee has negative discretion to lower compensation plan payouts.
|
•
|
We have a compensation recovery policy in place to recover any compensation earned or paid to an executive officer from any financial result or operating objective that was impacted by the officer’s misconduct.
|
•
|
Has ever been an officer or employee of the Company;
|
•
|
Is or has been a participant in a related party transaction with the Company (see “Related Party Transactions” for a description of our policy on related party transactions); or
|
•
|
Has any other interlocking relationships requiring disclosure under applicable SEC rules.
|
|
Members of the Compensation and Organization Committee
|
Years
|
Bonus
|
Stock Awards
|
Non-Equity Incentive Plan Compensation
|
Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
|||
Name and Principal Position
|
Covered
|
Salary
|
(1)
|
(2)
|
(3)
|
(4)
|
Total
|
|
Bruce D. Hoechner
|
2015
|
$619,231
|
—
|
$1,470,405
|
$130,000
|
—
|
$78,072
|
$2,297,708
|
President and
|
2014
|
$576,923
|
—
|
$1,327,658
|
$1,302,346
|
—
|
$35,073
|
$3,242,000
|
Chief Executive Officer
|
2013
|
$490,773
|
—
|
$878,415
|
$310,219
|
—
|
$48,472
|
$1,727,879
|
Janice E. Stipp VP Finance,
|
2015
|
$53,846
|
$50,000
|
$400,218
|
—
|
—
|
$2,946
|
$507,010
|
Chief Financial Officer
|
||||||||
and Treasurer
|
||||||||
Robert C. Daigle
|
2015
|
$341,885
|
—
|
$409,785
|
$40,000
|
—
|
$37,977
|
$829,647
|
Sr. VP and Chief
|
2014
|
$329,308
|
—
|
$384,703
|
$317,146
|
—
|
$30,187
|
$1,061,344
|
Technology Officer
|
2013
|
$320,016
|
—
|
$375,387
|
$175,444
|
$208,480
|
$18,081
|
$1,097,408
|
Jeffrey M. Grudzien
|
2015
|
$313,154
|
—
|
$365,593
|
$40,000
|
—
|
$24,611
|
$743,358
|
VP ACS
|
2014
|
$291,539
|
—
|
$318,175
|
$305,000
|
—
|
$22,330
|
$937,044
|
2013
|
$276,543
|
—
|
$312,744
|
$185,946
|
$95,161
|
$17,925
|
$888,319
|
|
Helen Zhang
|
2015
|
$327,350
|
$128,378
|
$357,558
|
$20,000
|
—
|
$110,850
|
$944,136
|
VP PES and
President Rogers Asia (5)
|
2014
|
$326,191
|
$96,796
|
$358,083
|
$233,794
|
—
|
$117,434
|
$1,132,298
|
David Mathieson
|
2015
|
$369,462
|
—
|
$381,663
|
—
|
—
|
$23,334
|
$774,459
|
Former VP Finance
and Chief Financial Officer (6)
|
2014
|
$221,539
|
—
|
$305,500
|
$227,312
|
—
|
$189,370
|
$943,721
|
(1)
|
Ms. Stipp was paid a sign-on bonus when she joined the Company in November 2015.
|
(2)
|
Reflects the aggregate grant date fair value of the performance-based restricted stock units and time-based restricted stock units granted during each listed year. The performance-based restricted stock units are based on the probable outcome (as of the grant date) of the performance conditions applicable to those grants. For this purpose, the probable outcome was considered to be the compensation cost over the performance period that would have resulted if the Company achieved target performance during the performance period. The performance-based restricted stock units granted during 2013 had a 113% payout (for a discussion of the performance goals and actual performance that resulted in this payment, see pages 22-23). The grant date value of the 2015 performance-based awards assuming the highest level of performance achievement would be $1,470,405, $400,218, $409,785, $365,593, and $357,558, respectively, for Mr. Hoechner, Ms. Stipp, Messrs. Daigle and Grudzien, and Ms. Zhang. The time-based restricted stock units reported above are based on the closing price of Rogers’ stock on the grant date. There can be no assurance that the performance-based restricted stock units or time-based restricted stock units granted in 2014 and 2015 will ever be fully earned or that the value of the awards earned will equal the amounts disclosed above. The assumptions used to calculate the compensation cost are disclosed in footnote 14 of the Company’s 2015 Form 10-K, footnote 13 of the Company’s 2014 Form 10-K and footnote 14 of the Company’s 2013 Form 10-K.
|
(3)
|
Reflects the aggregate change in the accumulated present value of each NEO’s accumulated benefit under the Pension Plan and Pension Restoration Plan, and aggregate earnings in the Non-Qualified Deferred Compensation Plan for Key Employees, for each listed year. None of the named executive officers accrued additional pension benefits in 2015. The aggregate present value of pension benefits for Messrs. Daigle and Grudzien has remained the same as the previous year. Information regarding the calculation of these amounts can be found in the "Pension Benefits at End of Fiscal Year 2015" section beginning on page 31. As explained on page 31, Mses. Stipp and Zhang and Messrs. Hoechner, and Mathieson are ineligible to participate in the Pension Plan and Pension Restoration Plan.
|
(4)
|
Reflects the total amount of All Other Compensation reported in the “All Other Compensation for Fiscal Year 2015” table set forth on page 26.
|
(5)
|
Using 2015 year-end currencyexchange rate of 6.6 CNY per USD. The same exchange rate has been applied, where applicable, to the remainingcompensation tables.
|
(6)
|
Mr. Mathieson stepped down as CFO in November 2015 and retired from the Company on December 31, 2015. Upon his retirement, Mr. Mathieson forfeited all unvested time-based and performance-based restricted stock unit awards.
|
Name and Principal Position
|
Year
|
401(k) Match
|
Housing,
Automobile
and Gas
Allowance
(1) |
Executive
Physical
|
Insurance
(2)
|
Deferred
Compensation
Company Match
(3) |
All Other
Compensation
Total
|
Bruce D. Hoechner President and
|
2015
|
$10,178
|
—
|
$8,123
|
$2,124
|
$57,647
|
$78,072
|
Chief Executive Officer
|
|||||||
Janice E. Stipp VP Finance,
|
2015
|
$2,769
|
—
|
—
|
$177
|
—
|
$2,946
|
Chief Financial Officer
|
|||||||
and Treasurer
|
|||||||
Robert C. Daigle Sr. VP and Chief
|
2015
|
$9,325
|
—
|
$9,318
|
$2,124
|
$17,210
|
$37,977
|
Technology Officer
|
|||||||
Jeffrey M. Grudzien VP ACS
|
2015
|
$10,514
|
—
|
$3,508
|
$2,033
|
$8,557
|
$24,612
|
Helen Zhang VP PES and
|
2015
|
—
|
$64,983
|
—
|
$45,867
|
—
|
$110,850
|
President Rogers Asia
|
|||||||
David Mathieson Former VP Finance
|
2015
|
$9,275
|
—
|
$12,112
|
$1,947
|
—
|
$23,334
|
and Chief Financial Officer
|
(1)
|
This amount consists of $37,133 for housing and $27,850 for automobile and gasoline reimbursement paid to Ms. Zhang during 2015.
|
(2)
|
Reflects amount paid by Rogers for life insurance premiums. For Ms. Zhang, this represents the Company’s payment of social insurance ($16,471) and supplemental health and life insurance ($28,754) and other statutory benefits ($1,198).
|
(3)
|
Reflects Rogers’ matching contributions to the Rogers Corporation Deferred Compensation Plan.
|
Grant Date
|
Estimated Possible
Payouts under Non-Equity
Incentive Plan Awards
|
Estimated Future Payouts
under Equity Incentive
Plan Awards (Expressed in Shares)
|
All other Stock
Awards:
Number of
Shares of Stock
or Stock Units
|
Grant Date
Fair Value of
Stock and
Option
Awards
|
|||||
Name
|
(1)
|
(2)
|
(3)
|
||||||
Threshold | Target |
Maximum
|
Threshold | Target |
Maximum
|
||||
Bruce D. Hoechner
|
2/18/2015
|
$625,000
|
$2,500,000
|
9,150
|
$735,203
|
||||
2/18/2015
|
0
|
9,150
|
18,300
|
$735,203
|
|||||
Janice E. Stipp
|
11/9/2015
|
$30,000
|
$60,000
|
3,900
|
$200,109
|
||||
11/9/2015
|
0
|
3,900
|
7,800
|
$200,109
|
|||||
Robert C. Daigle
|
2/18/2015
|
$172,500
|
$500,000
|
2,550
|
$204,893
|
||||
2/18/2015
|
0
|
2,550
|
5,100
|
$204,893
|
|||||
Jeffrey M. Grudzien
|
2/18/2015
|
$159,300
|
$500,000
|
2,275
|
$182,796
|
||||
2/18/2015
|
0
|
2,275
|
4,550
|
$182,796
|
|||||
Helen Zhang
|
2/18/2015
|
$170,350
|
$500,000
|
2,225
|
$178,779
|
||||
2/18/2015
|
0
|
2,225
|
4,450
|
$178,779
|
|||||
David Mathieson
|
2/18/2015
|
$200,750
|
$500,000
|
2,375
|
$190,831
|
||||
2/18/2015
|
0
|
2,375
|
4,750
|
$190,831
|
(1)
|
Sets forth the grant dates for all awards granted to NEOs in 2015.
|
(2)
|
Represents performance-based restricted stock units where the actual number of shares to be issued will vary depending upon the Company’s total shareholder return and return on invested capital performance relative to a group of peer companies during the Company’s 2015 through 2017 performance cycle. These peer companies were selected by the Committee at the time of grant.
|
(3)
|
Reflects the aggregate grant date fair value for time-based restricted stock units and performance-based restricted stock units.
|
Option Awards | Stock Awards | ||||||||
Equity Incentive Plan | |||||||||
Plan Awards: | Plan Awards: | ||||||||
Name
|
Grant Date |
Number of
Securities
Underlying
Unexercised
Options
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
|
Option
Exercise
Price
|
Option
Experation
Date
(2)(3)
|
Number of
Shares or
Units That
Have Not
Vested
(4)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(5)
|
Number of
Unearned
Shares, Units
or Other
Rights
That
Have Not
Vested
(6)
|
Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(5)
|
Bruce D. Hoechner
|
10/3/2011 | 23,200 | — | $37.05 | 10/3/2021 | ||||
2/18/2013 | 3,108 | $160,280 | |||||||
2/11/2014 | 7,650 | $394,511 | |||||||
2/18/2015
|
9,150 | $471,866 | |||||||
2/11/2014 | 22,950 | $1,183,532 | |||||||
2/18/2015
|
18,300 | $943,731 | |||||||
Janice E. Stipp
|
11/9/2015 | 3,900 | $201,123 | ||||||
11/9/2015 | 7,800 | $402,246 | |||||||
Robert C. Daigle
|
5/12/2011 | 5,800 | — | $47.89 | 5/12/2021 | ||||
2/9/2012 | 5,333 | 2,667 | $41.27 | 2/9/2022 | |||||
2/18/2013 | 1,328 | $68,485 | |||||||
2/11/2014 | 2,216 | $114,279 | |||||||
2/18/2015 | 2,550 | $131,504 | |||||||
2/11/2014 | 6,650 | $342,941 | |||||||
2/18/2015
|
5,100 | $263,007 | |||||||
Jeffrey M. Grudzien
|
2/14/2007 | 1,450 | — | $52.51 | 2/14/2017 | ||||
2/10/2010 | 8,625 | — | $24.20 | 2/10/2020 | |||||
5/12/2011 | 4,700 | — | $47.89 | 5/12/2021 | |||||
2/9/2012 | 2,133 | $41.27 | 2/9/2022 | ||||||
2/18/2013 | 1,107 | $57,088 | |||||||
2/11/2014 | 1,833 | $94,528 | |||||||
2/18/2015 | 2,275 | $117,322 | |||||||
2/11/2014 | 5,500 | $283,635 | |||||||
2/18/2015
|
4,550 | $234,644 | |||||||
Helen Zhang (7)
|
11/24/2014 | 1,684 | $86,844 | ||||||
2/18/2015 | 3,300 | $170,181 | |||||||
2/18/2015
|
4,450 | $229,487 | |||||||
David
Mathieson (8)
|
5/19/2014 | ||||||||
2/18/2015 | |||||||||
5/19/2014 | |||||||||
2/18/2015
|
(1)
|
Represents stock option grants that will generally become exercisable in one-third increments on the second, third and fourth anniversary dates of the grant date, provided that the executive is still employed by the Company. Accelerated vesting applies in the case of death, disability, or termination of employment after attaining at least 55 years of age and completing five years of service, and in certain cases, in connection with a Change in Control. See the discussion under “Potential Payments on Termination or Change in Control” beginning on page 33 for more details.
|
(2)
|
All stock options have a ten year term except as described with respect to Mr. Hoechner in note (3) below, and subject to earlier termination as follows: post termination, the option term expires upon the earlier of the remaining term or three months, or in the case of death, disability or retirement, the lesser of the remaining term or five years.
|
(3)
|
In the case of Mr. Hoechner, the stock options granted to him in 2011 shall be subject to the same terms as described in footnote (2) above but will expire five years after any employment termination that results in accelerated vesting of such stock options or the tenth anniversary of the grant date of such stock options, whichever is earlier.
|
(4)
|
Represents 2013, 2014, and 2015 time-based restricted stock units that vest in equal one-third increments on each of the first three anniversaries of the grant date, provided that the executive is still employed by the Company. For the 2013 and 2014 grants, accelerated pro-rata vesting applies in the case of death or disability, and in certain cases, in connection with a Change in Control. For the 2015 grants, accelerated pro-rata vesting applies in case of death, disability or termination of employment after attaining at least 60 years of age and completing five years of service and in certain cases, in connection with a Change in Control. See the discussion under “Potential Payments on Termination or Change in Control” beginning on page 33.
|
(5)
|
Calculation based on the closing price of the Company’s common stock of $51.57 per share at the Company’s 2015 fiscal year end.
|
(6)
|
Represents 2014 and 2015 performance-based restricted stock unit awards outstanding as of year-end 2015. The disclosed amount for the 2014 - 2016 grant and the 2015 - 2017 grant reflects the maximum possible payout (200%) as the payout of 2012-2014 performance-based restricted stock awards was above target. Payment of shares earned based on performance generally requires that the executive remain employed on the last day of the performance period.
|
(7)
|
The unvested portion of the February 2013 grant to Ms. Zhang represents the final tranche of a phantom stock award made in lieu of time-based restricted stock units, which the Company could not then award to its China-based employees.
|
(8)
|
Mr. Mathieson stepped down as CFO in November 2015 and retired from the Company on December 31, 2015. Upon his retirement, Mr. Mathieson forfeited all unvested time-based and performance-based stock unit awards.
|
Option Awards | Stock Awards | |||
Name
|
Number of Shares
Acquired on Exercise
|
Value Realized Upon
Exercise (1)
|
Number of Shares
Acquired on
Vesting
|
Value Realized
Upon
Vesting (2)(3)
|
Bruce D. Hoechner
|
0
|
$0
|
28,299
|
$1,649,835
|
Janice E. Stipp
|
0
|
$0
|
0
|
$0
|
Robert C. Daigle
|
0
|
$0
|
9,683
|
$637,894
|
Jeffrey M. Grudzien
|
8,625
|
$470,840
|
7,975
|
$524,318
|
Helen Zhang
|
0
|
$0
|
3,334 (4)
|
$217,750
|
David Mathieson (5)
|
0
|
$0
|
834
|
$59,890
|
(1)
|
Reflects the difference between the price of Rogers' stock at time of exercise and the exercise price of the option.
|
(2)
|
With respect to performance-based restricted stock units, reflects the shares earned for performance during the 2013 - 2015 period at the closing price of $51.57 of Rogers' stock on December 31, 2015, the last day of the performance period.
|
(3)
|
With respect to time-based restricted stock units, reflects the value of shares vesting during 2015 based on the closing price of Rogers' stock on the respective vesting dates.
|
(4)
|
Includes vesting of 1,684 shares of phantom stock granted in 2013.
|
(5)
|
Mr. Mathieson stepped down as CFO in November 2015 and retired from the Company on December 31, 2015. Because his employment with the Company began in 2014, no performance-based restricted stock units awarded to him had vested as of December 31, 2015.
|
Name
|
Plan Name
|
Number
of Years
Credited
Service
|
Present Value
of
Accumulated
Benefit
|
Payments
During the Last
Fiscal Year
|
Bruce D. Hoechner (1)
|
Rogers Corporation Pension Plan
Rogers Corporation Pension Restoration Plan
|
—
—
|
—
—
|
—
—
|
Janice E. Stipp (1)
|
Rogers Corporation Pension Plan
Rogers Corporation Pension Restoration Plan
|
—
—
|
—
—
|
—
—
|
Robert C. Daigle
|
Rogers Corporation Pension Plan
|
26
|
599,155
|
—
|
Rogers Corporation Pension Restoration Plan
|
26
|
125,126
|
—
|
|
Jeffrey M. Grudzien
|
Rogers Corporation Pension Plan
|
14
|
302,182
|
—
|
Rogers Corporation Pension Restoration Plan
|
14
|
18,685
|
—
|
|
Helen Zhang (1)
|
Rogers Corporation Pension Plan
Rogers Corporation Pension Restoration Plan
|
—
—
|
—
—
|
—
—
|
David Mathieson (1)
|
Rogers Corporation Pension Plan
Rogers Corporation Pension Restoration Plan
|
—
—
|
—
—
|
—
—
|
(1)
|
Salaried employees hired after December 31, 2007 were ineligible to participate in Rogers Corporation’s Pension Plan or Pension Restoration Plan.
|
•
|
Single Life Annuity
|
•
|
Joint and Survivor Annuity (50%, 66 2/3%, 75% and 100%)
|
•
|
10 Year Certain Annuity
|
Registrant
|
|||||
Executive
|
Contributions in
|
Aggregate
|
Aggregate
|
||
Contributions in
|
the Last Fiscal
|
Earnings in the
|
Aggregate
|
Balance at Last
|
|
the Last Fiscal
|
Year
|
Last Fiscal Year
|
Withdrawals
|
Fiscal Year
|
|
Name
|
Year (1)
|
(2)
|
(3)
|
Distribution
|
End
|
Bruce D. Hoechner
|
$116,679
|
$57,647
|
$3,351
|
—
|
$314,404
|
Janice E. Stipp
|
—
|
—
|
—
|
—
|
—
|
Robert C. Daigle
|
$324,561
|
$17,209
|
($8,964)
|
—
|
$361,173
|
Jeffrey M. Grudzien
|
$17,113
|
$8,557
|
$128
|
—
|
$37,066
|
Helen Zhang (4)
|
—
|
—
|
—
|
—
|
—
|
David Mathieson
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Deferred earnings are included in the "Salary" column of the Summary Compensation Table on page 25.
|
(2)
|
Reflects 2015 matching credit on executive contributions; included in the "Deferred Compensation Company Match" column in the All Other Compensation Table on page 26.
|
(3)
|
Reflects interest and investment returns on balances in 2015.
|
(4)
|
Ms. Zhang is ineligible to participate in the Plan.
|
•
|
Unpaid base salary through the date of termination;
|
•
|
Any accrued and unused vacation pay;
|
•
|
Any unpaid AICP amount with respect to a completed performance period (except in the event of termination for cause);
|
•
|
All accrued and vested benefits under the Pension Plan and the Pension Restoration Plan as described on pages 31-32;
|
•
|
All accrued and vested benefits under the Voluntary Deferred Compensation Plan For Key Employees as described on pages 32-33;
|
•
|
All vested equity awards granted under the Rogers' equity compensation plans (except in the event of termination for cause); and
|
•
|
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.
|
•
|
All outstanding unvested stock options will vest; and
|
•
|
A pro-rata portion of the NEO’s AICP award for the performance year in which the termination occurs, based on actual performance.
|
•
|
Benefits under Rogers’ disability plan or payments under Rogers’ life insurance plan, as appropriate;
|
•
|
All outstanding unvested stock options will vest;
|
•
|
A pro-rata portion of any performance-based restricted stock units vest based on employment and the Company’s actual performance during the performance period. Shares with respect to vested units will be paid at the end of the performance period;
|
•
|
A pro-rata portion of any time-based restricted stock units based on employment during the vesting period; and
|
•
|
A pro-rata portion of the NEO’s AICP award for the performance year in which the termination occurs based on actual performance.
|
Length of Severance Pay | |||
Length of Service
|
Basic Severance Pay
|
Additional Severance Pay
|
Total Severance with
Signed Agreement
|
Under 6 months |
4 weeks
|
2 weeks
|
6 weeks
|
1 year to under 4 years |
4 weeks
|
4 weeks
|
8 weeks |
4 years to under 7 years |
4 weeks
|
6 weeks | 10 weeks |
7 years to under 21 years |
4 weeks
|
8 weeks | 12 weeks |
4 weeks
|
8 weeks plus 2 weeks for each
year of service over 6 years
|
Based on years of service | |
21 years and more |
4 weeks
|
36 weeks plus 1 week for each
year of service over 6 years
|
Based on years of service |
•
|
Cash severance pay equal to two and one half (2.5) multiplied by the sum of (a) base salary plus (b) target annual incentive compensation and/or any other cash bonus awards last determined for the NEO (or, if greater, most recently paid prior to the Change in Control);
|
•
|
Pro-rata payment of the NEO’s annual target incentive compensation, except the President and CEO, who will receive a pro-rata payment based upon actual Company performance;
|
•
|
Continued medical, dental and life insurance benefits at active-employee rates, for a period of two and one half (2.5) years, subject to offset from subsequent employment;
|
•
|
Outplacement assistance up to six months; and
|
•
|
Reimbursement of legal and accounting fees and expenses incurred to enforce the agreement.
|
•
|
Closing of the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity;
|
•
|
Closing of the sale of all of the Company’s common stock to an unrelated person or entity; or
|
•
|
Consummation of any merger, reorganization, consolidation or share exchange unless the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own more than 50% of the outstanding shares of the common stock of the successor or survivor entity in such transaction immediately following the consummation of such transaction. For purposes of this paragraph, the percentage of the beneficially owned shares of the successor or survivor entity described above shall be determined exclusively by reference to the shares of the successor or survivor entity which result from the beneficial ownership of shares of common stock of the Company by the persons described above immediately before the consummation of such transaction.
|
•
|
A material reduction in the officer’s annual base salary as in effect immediately prior to a Change in Control or as the same may be increased from time to time, and/or a material failure to provide the executive with an opportunity to earn annual incentive compensation and long-term incentive compensation at least as favorable as in effect immediately prior to a Change in Control or as the same may be increased from time to time;
|
•
|
A material diminution in the officer’s authority, duties, or responsibilities as in effect at the time of the Change in Control;
|
•
|
A material diminution in the authority, duties, or responsibilities of the supervisor to whom the officer is required to report (it being understood that if the officer reports to the Board, a requirement that the officer report to any individual or body other than the Board will constitute “Constructive Termination” hereunder);
|
•
|
A material diminution in the budget over which the officer retains authority;
|
•
|
The Company’s requiring the officer to be based anywhere outside a fifty mile radius of the Company’s offices at which the officer is based as of immediately prior to a Change in Control (or any subsequent location at which the officer has previously consented to be based) except for required travel on the Company’s business to an extent that is not substantially greater than the officer’s business travel obligations as of immediately prior to a Change in Control or, if more favorable, as of any time thereafter; or
|
•
|
Any other action or inaction that constitutes a material breach by the Company or any of its subsidiaries of the terms of the Change in Control agreement.
|
•
|
Stock options vested on December 31, 2015, due to double trigger vesting (i.e., a Change in Control followed by a qualifying termination), death, disability or retirement, or solely in the case of Mr. Hoechner, a qualifying involuntary termination;
|
•
|
Stock options that become vested on an accelerated basis are in all events valued based on their option spread (i.e., the difference between the stock’s fair market value and the exercise price) on December 31, 2015;
|
•
|
Time-based restricted stock units vested on December 31, 2015, due to double trigger vesting, death or disability, or, solely in the case of Mr. Hoechner, a qualifying involuntary termination. With respect to 2013, 2014 and 2015 grants only, the number of performance- based restricted stock units that become earned and vested in connection with a double trigger vesting, death or disability is based on the probable level of achievement as of December 31, 2015; and
|
•
|
The value of each vested time-based restricted stock unit and vested performance-based restricted stock unit is estimated at $51.57 per share.
|
•
|
All amounts, if any, under Rogers’ AICP were earned for 2015 in full based on actual performance and are not treated as subject to the golden parachute excise tax upon a Change in Control; and
|
•
|
Earned amounts under Rogers’ AICP are treated as paid as regular compensation and are not included in the severance estimates.
|
•
|
Medical, dental and life insurance benefit continuation costs for 2016 are based on rates for 2015.
|
Summary of Separation Benefits
|
Termination by
Rogers without Cause
absent a CIC
|
Termination by Rogers
without Cause or by
Constructive Termination on or after a
CIC
|
Termination Due to
Death or Disability
|
Termination
Due to
Retirement
|
||||
Bruce D. Hoechner
|
||||||||
Cash Severance |
$1,081,731
|
(1)
|
$4,818,365
|
(3)
|
$0
|
(9)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$1,578,472
|
(4)
|
$1,088,971
|
(10)
|
$0
|
||
Benefits Continuation
|
$29,261
|
(2)
|
$72,315
|
(5)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$0
|
$0
|
$0
|
||||
Outplacement Services
|
$0
|
$8,500
|
(7)
|
$0
|
$0
|
|||
280G Payment Reduction
|
N/A
|
($3,104,121)
|
(8)
|
N/A
|
N/A
|
|||
Total Pre-Tax Payment
|
$1,110,992
|
$3,373,531
|
$1,088,971
|
$0
|
||||
Janice E. Stipp
|
||||||||
Cash Severance
|
$600,000
|
(1)
|
$1,500,000
|
(3)
|
$0
|
(9)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$268,164
|
(4)
|
$76,592
|
(10)
|
$0
|
||
Benefits Continuation
|
$0
|
$72,315
|
(5)
|
$0
|
$0
|
|||
Retirement Benefits
|
$0
|
$0
|
$0
|
$0
|
||||
Outplacement Services
|
$0
|
$8,500
|
(7)
|
$0
|
$0
|
|||
280G Payment Reduction
|
N/A
|
$0
|
(8)
|
N/A
|
N/A
|
|||
Total Pre-Tax Payment
|
$600,000
|
$1,848,979
|
$76,592
|
$0
|
||||
Robert C. Daigle
|
||||||||
Cash Severance
|
$318,462
|
(1)
|
$1,655,365
|
(3)
|
$0
|
(9)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$499,934
|
(4)
|
$360,826
|
(10)
|
$0
|
||
Benefits Continuation
|
$20,062
|
(2)
|
$53,497
|
(5)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$257,600
|
(6)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(7)
|
$0
|
$0
|
|||
280G Payment Reduction
|
N/A
|
$0
|
N/A
|
N/A
|
||||
Total Pre-Tax Payment
|
$338,524
|
$2,474,896
|
$360,826
|
$0
|
||||
Jeffrey M. Grudzien
|
||||||||
Cash Severance
|
$196,062
|
(1)
|
$1,509,553
|
(3)
|
$0
|
(9)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$424,563
|
(4)
|
$303,403
|
(10)
|
$0
|
||
Benefits Continuation
|
$17,951
|
(2)
|
$72,087
|
(5)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$170,997
|
(6)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(7)
|
$0
|
$0
|
|||
280G Payment Reduction
|
N/A
|
$0
|
(8)
|
N/A
|
N/A
|
|||
Total Pre-Tax Payment
|
$214,013
|
$2,185,700
|
$303,403
|
$0
|
||||
Helen Zhang
|
||||||||
Cash Severance
|
$0
|
$0
|
$0
|
$0
|
||||
Accelerated Vesting of Unvested Equity
|
$0
|
$323,172
|
(4)
|
$133,838
|
(10)
|
$0
|
||
Benefits Continuation
|
$0
|
$0
|
$0
|
$0
|
||||
Retirement Benefits
|
$0
|
$0
|
$0
|
$0
|
||||
Outplacement Services
|
$0
|
$0
|
$0
|
$0
|
||||
280G Payment Reduction
|
N/A
|
N/A
|
N/A
|
N/A
|
||||
Total Pre-Tax Payment
|
$0
|
$323,172
|
$133,838
|
$0
|
||||
David Mathieson
|
||||||||
Cash Severance
|
$0
|
|||||||
Accelerated Vesting of Unvested Equity
|
$0
|
(11)
|
||||||
Benefits Continuation
|
$0
|
|||||||
Retirement Benefits
|
$0
|
|||||||
Outplacement Services
|
$0
|
|||||||
280G Payment Reduction
|
N/A
|
|||||||
Total Pre-Tax Payment
|
$0
|
(1)
|
Messrs. Daigle and Grudzien are eligible to receive cash severance benefits (base salary only) under the Severance Policy, while Mr. Hoechner and Ms. Stipp are eligible to receive severance benefits under their offer letters. The severance period (assuming, in the cases of Messrs. Daigle and Grudzien, the NEO signs a General Release and Settlement Agreement) for these executives is 47, 31, 90 and 52 weeks, respectively.
|
(2)
|
Reflects Rogers' cost to provide Messrs. Hoechner, Daigle and Grudzien 52, 47 and 31 weeks, respectively, of continued medical, dental, vision, and life insurance under the Severance Policy, or, in the case of Mr. Hoechner, pursuant to his offer letter.
|
(3)
|
Represents cash severance pay equal to two and one-half times the sum of the executive’s base salary plus the higher of target bonus or the last actual paid bonus (paid in 2015 for services in 2014). No pro-rata AICP payment is reflected in this calculation because AICP payments were already fully earned by the NEO's continuing employment as of December 31, 2015.
|
(4)
|
Represents the in-the-money value of all unvested and outstanding stock options based on a stock price of $51.57 as of December 31, 2015. Stock options and time-based restricted stock units granted under the Rogers Corporation 2009 Long-Term Equity Compensation Plan become fully vested upon a qualifying termination event occurring within two years of a Change in Control. Performance-based restricted stock units vest pro-rata based on the performance achieved (as determined by the Compensation and Organization Committee) during the performance period. The data reflects acceleration of the 2014 and 2015 performance-based restricted stock units on a pro-rata basis assuming the achievement of targeted performance, respectively, as of December 31, 2015. This amount does not reflect the value of all outstanding equity awards as set forth on the “Outstanding Equity Awards at End of Fiscal Year 2015."
|
(5)
|
Represents the cost to the Company of providing medical, dental, and life insurance for two and one-half years.
|
(6)
|
Represents the incremental benefits provided under the Rogers Corporation Pension Restoration Plan.
|
(7)
|
Represents the present value of 6 months of outplacement services.
|
(8)
|
Represents the estimated reduction as of December 31, 2015 to the payments set forth in this column as required in order to avoid triggering excise taxes under Section 280G of the Internal Revenue Code. The reported figure does not take into account that amounts may not be subject to reduction under Section 280G on account of being treated as reasonable compensation.
|
(9)
|
No pro-rata AICP payment is reflected in this estimate because AICP payments were fully earned by the NEO's continuing employment as of December 31, 2015.
|
(10)
|
Represents (i) the in-the-money value of all unvested and outstanding stock option, (ii) the fair market value of the pro-rata portion of the performance- based restricted stock units (based on the probable level of achievement as of December 31, 2015) and (iii) the fair market value of the time-based restricted stock units that are subject to accelerated vesting in the case of death or disability.
|
(11)
|
Mr. Mathieson stepped down as CFO in November 2015 and retired from the Company on December 31, 2015. Because he had not been with the Company for five years prior to his retirement, he was not entitled to accelerated vesting of any outstanding but unvested equity awards upon his retirement. Similarly, because none of the other NEOs had attained the age of 60 and had at least five years of service as of December 31, 2015, they would not have been eligible to receive retirement benefits as of that date.
|
PwC
2015
|
EY
2014
|
|
Audit Fees (1)
|
$1,742,000
|
$2,023,500
|
Audited-Related Fees (2)
|
$35,000
|
$17,000
|
Tax Fees (3)
|
$140,972
|
$36,900
|
All Other Fees (4)
|
—
|
—
|
Total
|
$1,917,972
|
$2,077,400
|
(1)
|
Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the Independent Registered Public Accounting Firm in connection with statutory and regulatory filings or engagements. Amounts for both 2014 and 2015 also include fees for the required audits of the Company’s internal control over financial reporting.
|
(2)
|
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees”. This category includes fees related primarily to accounting consultations.
|
(3)
|
Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal, state and international tax compliance; tax planning and compliance work in connection with acquisitions and international tax planning.
|
(4)
|
All Other Fees consist of fees for products and services other than the services reported above; however, there were no such fees in either year.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
||
E02571-P71941
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY |
ROGERS CORPORATION
|
For |
Withhold
|
For All
|
To withhold authority to vote for any individual
|
||||
All |
All
|
Except
|
nominee(s), mark “For All Except” and write the
|
|||||
The Board of Directors recommends a vote FOR
|
number(s) of the nominee(s) on the line below.
|
|||||||
the following:
|
||||||||
1.
|
Election of Directors
|
o | o | o | ||||
Nominees
|
||||||||
01) Keith L. Barnes |
05) William E. Mitchell
|
|||||||
02) Michael F. Barry |
06) Ganesh Moorthy
|
|||||||
03) Bruce D. Hoechner |
07) Helene Simonet
|
|||||||
04) Carol R. Jensen |
08) Peter C. Wallace
|
|||||||
The Board of Directors recommends a vote FOR proposals 2 and 3.
|
||||
For | Against |
Abstain
|
||
2.
|
To vote on a non-binding advisory resolution to approve the compensation of our named executive officers.
|
o | o | o |
3.
|
To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Rogers Corporation for the fiscal year ending December 31, 2016.
|
o | o | o |
4.
|
To transact such other business as may properly come before the meeting or any adjournment thereof.
|
For address change/comments, mark here. |
o
|
|
(see reverse for instructions)
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
∇
|
Please detach and mail in the envelope provided only IF you are not voting via telephone or Internet.
|
∇
|
E02572-P71941
|
Address Changes/Comments: _______________________________________________________________ | ||
__________________________________________________________________________________________
|
||
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