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2026 Proxy Statement

Annual Meeting of Shareholders

 

Dear Shareholder:

It is my pleasure to invite you to attend the Company’s 2026 Annual Meeting of Shareholders. The meeting will be held on May 6, 2026, at 11:30 a.m. Eastern Daylight Time, virtually via webcast at: www.virtualshareholdermeeting.com/ROG2026, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

We welcome this opportunity to have a dialogue with our shareholders and look forward to your comments and questions.

Your vote is important. Please vote your proxy promptly so your shares can be represented. Your proxy card includes specific instructions on how to vote.

If you wish to vote during the meeting, please refer to the section of the Proxy Statement entitled “Annual Meeting Information” for specific instructions.

I look forward to the Annual Meeting on May 6^th.

Sincerely,

 

Armand F. Lauzon, Jr.

Chair of the Board of Directors

All shareholders as of the Record Date and properly appointed proxy holders may attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) over the Internet at www.virtualshareholdermeeting.com/ROG2026. Shareholders who attend virtually must have access to the control number we have provided to you to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, will be made available at https://materials.proxyvote.com/775133. Shareholders of record will be verified against an official list available electronically at the Annual Meeting. Rogers Corporation (the “Company”) reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date (or demonstrate that the person holds a valid proxy from a shareholder as of the Record Date).

Your vote is important. Regardless of whether you plan to attend the virtual Annual Meeting, please promptly vote electronically over the Internet, by telephone, by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those shareholders who request to receive paper copies of these materials by mail), or, if your shares are held in a street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. This proxy is solicited by the Board of Directors of Rogers Corporation.

 

Jessica A. Morton

Senior Vice President, General Counsel & Corporate Secretary

2225 W. Chandler Blvd.

Chandler, AZ 85224

March 24, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 6, 2026: this proxy statement and our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, are available at https://materials.proxyvote.com/775133.

This proxy statement and form of proxy were first sent to security holders on or about March 24, 2026.

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

The following table provides summary information about each director nominee. Each director is elected annually by the affirmative vote of the holders of a plurality of the votes cast. Our Board, however, has adopted a majority vote policy, under which, in an uncontested election, any director nominee for whom the number of votes “withheld” exceeds the number of votes “for” the nominee must submit his or her resignation for consideration by our Nominating, Governance & Sustainability Committee and our Board.

 

As a matter of good corporate governance, we ask that our shareholders ratify the selection of PwC as our independent auditor for 2026. Set forth below is summary information with respect to 2025 auditor fees paid to PwC. See “Proposal 2 – Ratification of the Selection of Our Independent Auditor – Independent Auditing Firm Fees” for additional information.

 

We ask that our shareholders annually approve on an advisory basis our named executive officer (“NEO”) compensation. Our Board of Directors (the “Board”) recommends a FOR vote because it believes that our compensation policies and practices for named executive officers are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning such executives’ long-term interest with those of our shareholders, and motivating our executives to remain with the Company for long and productive careers. At our most recent regularly held annual meeting, 96% of the votes cast by our shareholders approved our executive compensation.

The first proposal to be voted on at the Annual Meeting will be the election of nine director nominees. On October 16, 2025, Peter Wallace, a director since 2010, informed the Board that he will not stand for re-election and his term as a director will end at the conclusion of the Annual Meeting. The Board extends its gratitude to Mr. Wallace for his counsel, collegiality, and significant contributions during his many years of service as a director of the Company. On July 12, 2025, Colin Gouveia, our former Chief Executive Officer and a director since 2023, left the Company. In connection with his departure, Mr. Gouveia resigned from the Board on the same date. If elected, each nominee will serve until the next annual meeting of shareholders and thereafter until their successors are chosen and qualified. The Board has been advised that each nominee will serve if elected. Except for Messrs. Cope and Starkloff, all of the nominees are currently directors of Rogers and were elected to their present term at the 2025 Annual Meeting of Shareholders.

To be elected, each director requires the affirmative vote of the holders of a plurality of the votes cast. This means that the nominees who receive the highest number of affirmative votes cast will be elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted. Our Board, however, has adopted a majority vote policy, under which, in an uncontested election, any director nominee for whom the number of votes “withheld” exceeds the number of votes “for” the nominee must submit his or her resignation for consideration by our Nominating, Governance & Sustainability Committee and our Board. Abstentions and “broker non-votes” are not considered to be votes cast in the director elections and, accordingly, will not have any effect on the outcome of this vote.

The Nominating, Governance & Sustainability Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

The Nominating, Governance & Sustainability Committee also considers, on an ongoing basis, the background, experience, and skills of our current directors that are important to our current and future business needs and evaluates the experience and skills that would be valuable in new Board members.

In recruiting and selecting Board candidates, the Nominating, Governance & Sustainability Committee takes into account the size of our Board, the skills and experience of each candidate, and how those skills complement us and the current Board. The Nominating, Governance & Sustainability Committee also considers a wide range of additional factors, including other positions the director or candidate holds, including other boards of directors on which he or she serves, relevant business experience in specific functional areas relevant to the Company, and the independence of each director and candidate, to ensure that a substantial majority of our Board is independent. The table below identifies the various skills, experiences, independence, and demographics of each of the nominees for election to our Board.

The biographical information below identifies the primary experience, qualifications, attributes, and skills of the nine nominees for director at our Annual Meeting. We believe each director is knowledgeable in these areas and also possesses numerous skills and competencies that are valuable to the governance and oversight responsibilities of the Board and its committees.

None of the nominees for director are subject to any arrangement pursuant to which directors will be elected, nor are there any family relationships between any directors and any of the Company’s executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or in which the persons have a material interest adverse to us or any of our affiliates. Additionally, to the best of our knowledge, there have been no events under any bankruptcy act, no criminal proceedings, and no adverse findings or orders, judgments, sanctions, or injunctions during the last 10 years that are material to the evaluation of the ability or integrity of any of our directors or nominees for director.

The Board has adopted Corporate Governance Guidelines, provisions of our bylaws, and other formal policies that establish a framework for our corporate governance practices. In addition to practices described below, our corporate governance practices include the following:

Our Board has three standing committees: the Audit Committee, the Compensation & Organization Committee, and the Nominating, Governance & Sustainability Committee. Each of these committees is comprised solely of independent directors, with each of the three committees having a separate chair who participates in the development of committee agendas. Charters for the Audit, Compensation & Organization, and Nominating, Governance & Sustainability committees are available on our website, http://www.rogerscorp.com/investors/corporate-governance.

During 2025, the Board held eight meetings, and the committees of the Board collectively held 17 meetings, for a total of 25 meetings. Each incumbent director serving during 2025 attended more than 95% of the aggregate meetings of the Board and the committees on which they served, with average attendance of 99% among directors. Our Corporate Governance Guidelines provide that all directors are expected to attend the Annual Meeting of Shareholders absent an unavoidable conflict, and all of our directors who served on our Board at the time attended the 2025 Annual Meeting of Shareholders.

Each of the members of our Audit, Compensation & Organization, and Nominating, Governance & Sustainability Committees is independent under New York Stock Exchange (“NYSE”) guidelines and a “non-employee director” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that all of the Audit Committee members are financially literate in accordance with NYSE listing standards and that committee members Ms. Costello, Ms. Faust, and Mr. Lauzon are “audit committee financial experts” in accordance with SEC regulations.

The Board is led by our Board Chair, who is currently Armand F. Lauzon, Jr. The role of Board Chair is defined under the Company’s Bylaws, and the responsibilities of the Board Chair are primarily to preside over Board and shareholder meetings. Additional duties of the Board Chair include:

Our non-management directors (all of whom the Board has determined to be independent) hold executive sessions without management present as frequently as they deem appropriate, and generally such an executive session is held at each in-person, regularly scheduled board meeting. Non-management directors may hold executive sessions as determined by the Board Chair.

We believe that the leadership structure summarized above works well for the Company. This structure creates an environment in which there are candid disclosures by management about the Company’s performance and a culture in which directors can regularly engage management and each other in active and meaningful discussions about various corporate matters. The Board periodically reviews its leadership structure and developments in corporate governance to ensure that this approach continues to strike the appropriate balance for the Company and our shareholders.

The Board, in compliance with NYSE listing standards, determines annually whether each of its directors is independent based on the absence of any direct or indirect material relationship between the Company and the director. To evaluate the materiality of any such relationship, the Board has adopted categorical independence standards consistent with the NYSE listing standards. In addition, the Board has adopted the following categorical standards, contained in the Rogers Corporation Corporate Governance Guidelines, which identify certain relationships deemed by the Board to be immaterial provided that they satisfy the criteria below:

The Board has determined that all of the nominees standing for election satisfy these independence standards and do not have any direct or indirect material relationship with Rogers.

None of the Compensation & Organization Committee members (Megan Faust, Armand F. Lauzon, Jr., Woon Keat Moh, Jeffrey J. Owens, or Peter C. Wallace):

The Nominating, Governance & Sustainability Committee does not have a formal policy with respect to identifying or selecting nominees for Rogers’ Board, but in evaluating nominees, the Committee assesses the background of each candidate in several different ways, including how the individual’s qualifications complement, strengthen, and enhance those of existing board members as well as the future needs of the Board.

Our Board takes into account a range of considerations in connection with its oversight of the Company’s sustainability strategy. Our Board has delegated oversight of the Company’s sustainability practices and voluntary reporting to our Nominating, Governance & Sustainability Committee. The Committee’s responsibilities include reviewing and discussing with management the Company’s:

During 2025, the Board and the Nominating, Governance & Sustainability Committee engaged with management on a variety of sustainability topics, including Rogers’ Sustainability Program structure, Rogers’ 2025 Sustainability Report, greenhouse gas emission goal setting and progress towards those goals, climate- and sustainability-related regulatory developments, and Rogers’ efforts in connection therewith.

The Board has an active role as a whole and at the committee level in overseeing management of the Company’s risks. The entire Board receives regular reports from management concerning areas of material risk to the Company, considers the Company’s general risk management strategy, and evaluates risks to be taken by the Company based on the Company’s strategy and the current business environment. Although the Board as a whole is responsible for overseeing the Company’s risk management, each Board committee is responsible for evaluating the risks associated with its area of responsibility and making recommendations to the Board related to the management of those risks. While the Board oversees the Company’s risk management, the Company’s senior management is responsible for the day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company.

We have adopted an Insider Trading Policy that governs the purchase, sale, and other dispositions of our securities on the basis of material non-public information by directors, officers, employees, consultants, and contractors. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and applicable NYSE listing standards. A copy of our Insider Trading Policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

Our Insider Trading Policy also includes provisions prohibiting directors and executive officers from engaging in hedging transactions with respect to our securities, including the sale of covered calls and the use of collars, and purchasing or holding our securities in a margin account or pledging our securities as collateral for a loan.

Our Bylaws, Corporate Governance Guidelines, Code of Business Ethics, Related Party Transactions Policy, Insider Trading Policy, Audit Committee Charter, Compensation & Organization Committee Charter, Nominating, Governance & Sustainability Committee Charter, and Compensation Recovery Policy are each available in the Corporate Governance section of the Company’s website, located at https://rogerscorp.com/investors/corporate-governance. Rogers’ website is not incorporated into or a part of this proxy statement.

The Nominating, Governance & Sustainability Committee will consider director nominees recommended by shareholders. To be considered for inclusion in Rogers’ proxy statement and form of proxy in connection with the 2027 Annual Meeting of Shareholders, shareholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act must be received by Rogers on or before November 24, 2026. These proposals must also meet other requirements of the rules of the SEC relating to shareholder proposals, the SEC’s proxy rules, and the Exchange Act. Under the Company’s bylaws, in order for a shareholder to present a proposal or directly nominate a director candidate at the 2027 Annual Meeting of Shareholders, Rogers must receive written notice no earlier than January 6, 2027, and no later than February 5, 2027, and the written notice must comply with the requirements of the Company’s bylaws, the SEC’s proxy rules, including Rule 14a-19, and the Exchange Act. All shareholder proposals or notices of an intention to nominate a director or present other business at the 2027 Annual Meeting of Shareholders should be marked for the attention of the Office of the Corporate Secretary, Rogers Corporation, 2225 W. Chandler Blvd., Chandler, AZ 85224.

The Board has not formally adopted a process by which shareholders and other interested parties may communicate directly with directors because it believes the procedures currently in place continue to serve the needs of the Board, shareholders, and other interested parties. Any communications should be sent to the Board of Directors, Rogers Corporation, 2225 W. Chandler Blvd., Chandler, AZ 85224, c/o Office of the Corporate Secretary. At present, all such communications sent by shareholders and other interested parties to the above address are forwarded to the Board Chair for consideration.

Rogers has had a consistent, ongoing commitment to responsible corporate citizenship. We have a culture of respect built on the ethical foundation of our Code of Business Ethics and our commitment to “Results, but Results the Right Way.”

The Company and our people—globally and locally, through Company-wide programs and individual initiatives—have pursued high standards of business ethics and stewardship as part of our business operations and strategy. Over the years, we have implemented numerous programs aligned with these goals, including regulatory compliance, employee development, and support for our local communities. As a global technology leader in specialty engineered materials, our products play an important role in contributing to the low-carbon economy.

In 2025, our oversight and implementation of corporate responsibility practices benefited from the following:

As we continue to develop our Corporate Responsibility Program, we intend to regularly evaluate our priorities with the intent to focus on the areas that are most important to our business and our stakeholders and where we can have the greatest impact.

More information regarding Rogers’ corporate responsibility initiatives can be found in Rogers’ 2025 Sustainability Report Supplement, as well as in our 2026 Sustainability Report (expected to be released mid-year 2026) which will be located in the Corporate Responsibility section of the Company’s website. Rogers’ sustainability reports are not incorporated into or a part of this proxy statement.

We are asking our shareholders to ratify the selection of PwC as our independent registered public accounting firm for 2026, even though it is not required by our bylaws or otherwise. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent auditor. Even if the selection is ratified, the Audit Committee may select a different independent auditor at any time during the year if it determines that doing so would be in the best interests of Rogers and our shareholders. Rogers expects representatives of PwC to attend the Annual Meeting. They will have an opportunity to make a statement if they wish and will be available to respond to appropriate questions.

The affirmative vote of the holders of a majority of the shares present at the meeting will constitute approval of the ratification of the appointment of PwC as Rogers’ independent registered public accounting firm for 2026. Abstentions will have the same effect as shares voted against the proposal. If shares are held in street name by a nominee, that nominee has discretionary authority to vote shares held through it in the absence of instructions regarding how such shares should be voted.

 

The Audit Committee oversees and monitors the Company’s financial reporting process and systems of internal accounting and financial controls on behalf of the Board of Directors. In fulfilling these responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). The Audit Committee discussed with PwC, Rogers’ independent registered public accounting firm, the matters required to be discussed with the independent registered public accounting firm under generally accepted auditing standards, including Auditing Standard No. 1301. In addition, the Audit Committee has received the written disclosures and the letter from PwC required by the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed its independence with PwC.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in the 2025 Form 10-K for filing with the SEC.

The Audit Committee’s responsibility is one of oversight, and it recognizes that management is responsible for preparing the Company’s financial statements and that the Company’s independent registered public accounting firm is responsible for auditing those financial statements. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the work of the Company’s independent registered public accounting firm. In giving its recommendation to the Board, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States, and (ii) the report of the Company’s independent registered public accounting firm with respect to such financial statements.

PwC is our principal independent registered public accounting firm. We paid PwC the fees described below in 2025 and 2024, all of which were approved by our Audit Committee:

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its chair when expedition of services is necessary. The independent auditor and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date.

In accordance with Section 14A of the Exchange Act, we annually request shareholder approval, on a non-binding advisory basis, of the compensation of our NEOs, as described under the heading “Compensation Discussion and Analysis” in this proxy. Although the advisory vote (“say-on-pay”) is non-binding, our Compensation & Organization Committee will review the results and consider the outcome of this vote in making future determinations regarding our executive compensation program. We annually seek a non-binding advisory vote on our executive compensation and will seek a shareholder advisory vote at our 2026 Annual Meeting of Shareholders.

Executive compensation is an important matter for Rogers and our shareholders. We believe that our executive compensation program provides an appropriate balance between salary and incentive compensation as well as an appropriate balance between risk and reward so that such compensation practices are strongly aligned with the long-term interests of our shareholders. We urge you to carefully read the “Compensation Discussion and Analysis” section of this proxy statement for additional details on Rogers’ executive compensation, including Rogers’ compensation philosophy and the 2025 compensation of our NEOs. Our Board believes that our executive compensation program is effective in implementing our compensation philosophy.

The affirmative vote of the holders of a majority of the shares present at the meeting will constitute approval of the compensation of our NEOs. Abstentions will have the same effect as shares voted against the proposal.

The Compensation & Organization Committee of the Board of Directors of Rogers Corporation reviewed and discussed the Compensation Discussion and Analysis set forth in this proxy with management and, based upon such review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

This section explains the principles and practices that guide our executive compensation program, and the compensation paid to the following Named Executive Officers (“NEOs”) in 2025:

On July 12, 2025, the employment of Mr. Gouveia, our former President and Chief Executive Officer, was terminated by the Company without cause and the Company appointed Ali El-Haj as Interim President and Chief Executive Officer. Prior to his appointment as Interim President and Chief Executive Officer, Mr. El-Haj served as an independent management consultant to the Company, pursuant to the terms of a Consulting Agreement between Mr. El-Haj and the Company, dated as of March 25, 2025. In this role, he assessed and recommended enhancements to the performance of our EMS manufacturing facilities and reported recommendations to the CEO for consideration, in exchange for a monthly fee of $60,000. Upon appointment as Interim President and Chief Executive Officer, Mr. El-Haj and the Company entered into an offer letter (“El-Haj Offer Letter”) providing for an annual base salary of $750,000 and a target annual incentive equal to 100% of base salary under the Company’s Annual Incentive Compensation Plan (“AICP”), starting with the 2026 performance year. Mr. El-Haj was not eligible to participate in the AICP for the 2025 performance year. The El-Haj Offer Letter provides for a sign-on cash bonus of $350,000, which was paid to Mr. El-Haj in connection with his commencement of employment; if Mr. El-Haj had voluntarily resigned from the Company or his employment was terminated for “Cause” (as defined in the El-Haj Offer Letter) before January 1, 2026, he would have been required to repay such sign-on bonus. In addition, pursuant to the terms of the El-Haj Offer Letter and the related equity award agreement, upon his commencement of employment, Mr. El-Haj received a new-hire stock award of time-based restricted stock units with an intended value of approximately $1,500,000, described further in the “Long-Term Incentive Program” section below (the “Initial CEO Equity Incentive Award”). Subject to Mr. El-Haj’s continued employment, the Initial CEO Equity Incentive Award will vest in full upon the one-year anniversary of his start date, with accelerated vesting upon death, disability, or termination without cause, provided that Mr. El-Haj executes a release of claims. The El-Haj Offer Letter provides that Mr. El-Haj is not eligible to participate in the Executive Severance Plan and is not otherwise entitled to receive any severance benefits upon a termination of employment.

On July 14, 2025, the employment of Mr. Schmid, our former Senior Vice President of Global Operations and Supply Chain, was terminated by the Company without cause. In connection with their terminations, Messrs. Gouveia and Schmid were entitled to benefits under the Executive Severance Plan, as described in more detail in the “Potential Payments on Termination, Retirement, Death, or Disability” and “Post Termination Table” sections below.

The Company designs, develops, manufactures, and sells high-performance and high-reliability engineered materials and components to meet our customers’ demanding challenges. We operate two strategic operating segments: Advanced Electronics Solutions (AES) and Elastomeric Material Solutions (EMS). We are headquartered in Chandler, Arizona.

Our growth and profitability strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) operational excellence, and (4) synergistic mergers and acquisitions. Our priorities in executing this strategy are focused on driving near-term improvements to profitability and improving the growth outlook for the Company over the next several years by further strengthening our focus on commercial activities, optimizing our global capacity to meet customer demand, and driving innovation.

Revenue was $810.8 million in 2025, a decrease of 2.3% compared to 2024. Our AES and EMS operating segments’ revenue decreased by 1.5% and 3.1%, respectively. The decrease in revenue was primarily due to lower revenue in the wireless infrastructure and EV/HEV markets, partially offset by higher revenue in the aerospace and defense and ADAS markets. Gross margin for 2025 declined to 31.7% from 33.4% in

the prior year, due to lower volumes and related utilization headwinds and unfavorable yield performance, partially offset by favorable mix and cost savings from our manufacturing footprint consolidation in Belgium. Operating cash flow was $101.2 million in 2025. In response to the decline in sales during 2025, the Company has implemented structural and organizational changes to improve future growth and profitability.

The Company’s executive compensation program is intended to attract, retain, and motivate the most talented and experienced executives possible to achieve outstanding business performance and shareholder value at a reasonable cost. We believe that our executive compensation program provides industry-competitive base salary and incentive compensation, while appropriately balancing risk and reward. As shown below, total target direct compensation for our NEOs in 2025 strongly aligned their long-term interests with those of our shareholders.

For purposes of the charts below, we have included the total target direct compensation that was set in the first quarter of 2025 by our Compensation & Organization Committee for all of the NEOs actively serving in their positions as of that meeting, at which time total target direct compensation was set for the year. Therefore, the CEO chart represents Mr. Gouveia’s (rather than Mr. El-Haj’s) total target direct compensation as set in early 2025 (without regard to his later separation), as we believe that this best represents the intended target pay mix for our CEO in 2025. In addition, in the NEO Average chart, we have included the total target direct compensation as set for Mr. Schmid and Mr. Tsao in the first quarter of 2025, without regard to the impact of Mr. Schmid’s subsequent separation or Mr. Tsao’s subsequent promotion on July 14, 2025 to President, Advanced Electronic Solutions from his former position of Senior Vice President and General Manager, Advanced Electronic Solutions, as we believe that these amounts best represent the intended target pay mix for each such executive officer’s role as of the beginning of 2025.

 

As part of its review of the Company’s executive compensation program, the Compensation & Organization Committee (“Compensation Committee”) considered that approximately 96% of the votes cast for the Company’s say-on-pay proposal at our 2025 Annual Meeting of Shareholders were in favor of our compensation program. As a result, the Compensation Committee determined that the Company’s executive compensation philosophies, objectives, and compensation elements continue to be appropriate for 2026.

We actively engage with our shareholders in a variety of forums. Our executives meet frequently with shareholders at investor conferences, on telephone calls, in virtual meetings, and at scheduled on-site visits. While these meetings typically focus on investment matters, there are also some discussions on topical governance issues, including executive compensation. In addition, we reach out to our larger shareholders to discuss these topical governance issues.

Finally, we encourage our shareholders to provide feedback directly via mail and our website (https://rogerscorp.com/investors/contact-investor-relations). Rogers’ website is not incorporated into or made a part of this proxy statement.

In 2025, we maintained our commitment to using at-risk compensation and pay for performance, compensation transparency, and market-competitive pay practices. Our compensation program consists primarily of the three elements summarized below:

Base salary is the fixed compensation we provide to our executives based on their qualifications, experience, and regular contribution to the business. Our goal is to ensure that business decisions are in the hands of executives with proven track records, and our ability to efficiently recruit, retain, and motivate such talented people depends in part on competitive base salaries. Base salary is generally subject to annual review by the Compensation Committee, unless circumstances dictate otherwise. The Compensation Committee may adjust base salaries depending upon many factors, including an executive’s tenure, internal equity across the executive team based on individual roles and contributions, market trends, the Company’s prior year performance, and general affordability based on business results. Generally, any base salary adjustments are effective at the beginning of the second quarter of the year. In the first quarter of 2025, the Compensation Committee reviewed base salaries for those named executive officers serving at the time and determined to maintain 2024 base salaries in 2025 based on general affordability and business conditions.

Mr. Tsao received an increase to his base salary in July of 2025, based upon his mid-year promotion, and Mr. El-Haj’s base salary was set upon his appointment in July of 2025. In each case, their salaries, as shown in the table, are at the rates in effect as of the end of 2025.

Our AICP provides opportunities for eligible employees of the Company, including executive officers, to earn annual cash incentives, subject to the achievement of performance metrics. Unless otherwise provided by the administrator of the AICP or a Company severance plan, employees must generally be employed on the date that payments are made in order to receive an award. However, the AICP provides for payment of certain amounts in the event of an employee’s termination due to death or disability prior to a payment date. Consistent with the terms of the AICP, the Compensation Committee established performance goals and threshold, target, and maximum potential payouts under the AICP in 2025.

Potential Payout Opportunities. The Compensation Committee generally referred to peer group data when determining the potential AICP awards for the NEOs to ensure that our annual incentive opportunities remain competitive. Shown below is each NEO’s target bonus opportunity as a percentage of their base salary, excluding Mr. El-Haj, who was not eligible to participate in the 2025 AICP, pursuant to the terms of his offer letter, as described in the “CEO Leadership Transition” section above.

Performance Against Predetermined Goals. The 2025 AICP awards for the eligible NEOs were based on Company financial and individual performance during calendar year 2025 tied to four evenly weighted metrics (three financial and one individual performance metric): revenue, gross margin, adjusted EBITDA, and Management by Objectives (“MBO”). The MBO metric was newly included in the AICP for 2025 to reflect individual contributions to important business initiatives.

Financial Performance Metrics. Following the end of 2025, the Compensation Committee determined that the Company satisfied the threshold performance goal for revenue but not for adjusted EBITDA or gross margin. Specifically, the Company attained the results shown below for the financial performance metrics, resulting in a payout percentage for each metric shown below:

Individual Performance Metric. The Management by Objectives (“MBO”), which represents 25% of the total AICP payout, was based on individual strategic, operational, and team goals, with specific goals that varied by individual. Mr. Gouveia, our former CEO, established the MBOs for each NEO, other than himself, following consultation with the NEOs in early 2025. The Compensation Committee established Mr. Gouveia’s MBOs following consultation with Mr. Gouveia in early 2025.

At the end of the performance year, Mr. El-Haj, the Interim CEO, made recommendations to the Compensation Committee with respect to MBO achievement for active NEOs based on his evaluation of their performance. These recommendations were based on, for Ms. Russell, her achievement of operational expense and working capital commitments, strengthening of global finance processes, continued effectiveness of quarterly reporting and filing processes, and improvements to financial reporting systems; for Ms. Morton, her contributions to key strategic initiatives and leadership transitions, enhancement of global compliance programs and employee engagement, execution of sustainability reporting and compliance commitments, strengthening of Board and governance processes, and management of legal and compliance spend below plan; and for Mr. Webb, his implementation of organizational changes aligned with the Company’s growth strategy, support of executive leadership transitions, leadership on environmental, health & safety initiatives, and delivery of costs below plan.

2025 AICP Awards for the NEOs. Following consideration of achievement with respect to the Company’s financial performance and the NEOs’ individual performance, the Compensation Committee approved the following AICP payouts to the NEOs who were eligible to receive a payout under the 2025 AICP.

As noted above, Mr. El-Haj was not eligible to participate in the AICP in 2025. Messrs. Gouveia and Schmid were not eligible for a payout under the 2025 AICP based on actual performance results. However, under the Executive Severance Plan they were entitled to receive an amount equal to two times, for Mr. Gouveia, and one time, for Mr. Schmid, their AICP targets, as described in the “Potential Payments upon Qualifying Termination or Change in Control” section below. Mr. Tsao was not eligible for a payout under the 2025 AICP because he tendered his resignation to the Company prior to the payment date.

Our LTIP is intended to compensate our executives for their long-term contributions to Company performance, based upon metrics that closely align with long-term shareholder value. For our NEOs, we typically use a balanced combination of time-based RSUs to encourage retention and PSUs to encourage executives to pursue the Company’s long-term financial and operational goals. The Compensation Committee believes these forms of long-term incentive compensation align the interests of our NEOs with the interests of our shareholders. The 2025 LTIP awards are described below.

Additional information regarding these equity awards, including, where applicable, the target and maximum number of shares applicable to each NEO’s 2025 grant(s), is set forth in the “Grants of Plan-Based Awards Table for Fiscal Year 2025” and the “Outstanding Equity Awards Table at End of Fiscal Year 2025” included in this proxy.

Target Long-Term Incentive Awards. In early 2025, Mr. Gouveia, our former CEO, recommended to the Compensation Committee the target total dollar value of the 2025 RSU and PSU awards for each individual then serving as an NEO other than himself. The Compensation Committee established the target long-term incentive award values shown below, including the value for Mr. Gouveia, after considering these recommendations and data drawn from the Company’s peer group in a competitive market analysis prepared by Compensia, its independent compensation consultant.

Consistent with its actions in 2024, the Compensation Committee weighted the 2025 LTIP awards for Mr. Gouveia and Ms. Russell more heavily toward PSUs (60%), while awards for the other NEOs remained divided equally between PSUs and RSUs, excluding Mr. El-Haj, who was not employed by the Company at the time annual long-term incentive awards were granted. The number of RSUs and PSUs granted (assuming a target performance level) was determined by dividing the target dollar value assigned to such portion of the LTIP award by the average closing stock price for the thirty trading days immediately preceding the grant date and then rounding to the nearest share increment. The target or intended dollar value of our equity awards may differ from the grant date fair value of the awards reflected in the Fiscal Year 2025 Summary Compensation Table, because the grant date fair value of RSUs is based on our closing stock price on the grant date and the grant date fair value of PSUs is based on a Monte Carlo value.

As described in the “CEO Leadership Transition” section above, in connection with the commencement of Mr. El-Haj’s employment, Mr. El-Haj received the Initial CEO Equity Incentive Award. In addition, in connection with Mr. Tsao’s promotion in July 2025, Mr. Tsao received an award of time-based restricted stock units with an intended value of approximately $160,000, which generally vests in three annual installments and is otherwise consistent with the terms of the Company’s standard awards (“Promotion Equity Incentive Award”). Both the Initial CEO Equity Incentive Award and Promotion Equity Incentive Award are excluded from the following table as they are not reflective of the typical annual long-term incentive awards granted by the Company.

Restricted Stock Units (“RSUs”). The Compensation Committee uses RSUs to provide a long-term incentive vehicle that emphasizes retention. Annual RSUs granted to an NEO generally vest in three equal annual increments as long as the executive has been continuously employed by the Company through the applicable vesting dates. See “Potential Payments upon Qualifying Termination or Change in Control” for information about the circumstances in which these awards could be subject to accelerated vesting. The RSU agreements also provide that dividends paid on shares of stock while the RSUs remain outstanding will be accrued and paid in cash if and when the underlying RSUs vest and pay out. Because the value of the RSUs ultimately earned is tied to the market price of the Company’s common stock following the vesting period, the Compensation Committee believes these awards align NEO interests with long-term shareholder interests.

Performance Stock Units (“PSUs”). PSUs are settled in shares of our common stock, to the extent earned, after a specified performance period. The number of shares delivered can range from zero to 200% of the target number of PSUs, depending on our actual performance, and settlement generally requires employment throughout the full three-year performance period. See “Potential Payments upon Qualifying Termination or Change in Control” for information about the circumstances in which these awards could be subject to accelerated vesting.

TSR PSUs. In 2025, we granted PSUs to eligible NEOs that were tied solely to the Company’s three-year total shareholder return (“TSR”) performance relative to companies in the Standard and Poor’s Small Cap 600 Information Technology Index (the “Index”). The Compensation Committee concluded that relative TSR continues to be an appropriate performance metric because it is challenging to achieve a TSR that is superior to TSR for a market peer group and relative TSR is an efficient metric for the Compensation Committee to assess the Company’s performance. For this purpose, TSR performance is calculated for the Company and for each of the companies in the Index that have continuously reported financial statement data to the SEC during the performance period by comparing the relevant company’s average daily closing common stock price for the thirty days preceding the start of the performance period to its average daily closing common stock price for the corresponding period immediately preceding the end of the performance period. The calculation reflects adjustments for stock splits, reverse stock splits, and similar extraordinary events that occur during the performance period.

The number of units our NEOs will earn at the end of the applicable three-year performance period will be based on the Company’s TSR performance ranked against the TSR performance of the companies in the Index, as shown below. The TSR performance scale is designed to be appropriately challenging, and there is a risk that the PSUs will not be earned or will be earned at less than 100% of target.

2026 PSU Design. For 2026, our annual PSU grants consisted of PSUs with two metrics, equally weighted. We maintained a TSR performance metric for these grants and added a performance metric based on revenue growth, which will described in more detail in next year’s proxy.

TSR PSUs. In 2023, we granted PSUs that could be earned based upon the Company’s total shareholder return over a three-year period relative to the Index, as part of our annual long-term incentive program. These PSUs have the same design as the PSUs we granted in 2025, as described above. Following the end of the performance period, the Compensation Committee determined that the Company’s relative TSR performance ranking of 25% for the period 2023 through 2025 resulted in no payout to the applicable NEOs in respect of the 2023 TSR PSUs.

Financial PSUs. In 2024, we granted PSUs to Mr. Gouveia and Mr. Tsao that were eligible to vest at the end of 2025, contingent upon the Company’s achievement of the following net revenue goals in 2025, with net revenue determined in accordance with GAAP.

Under the terms of the applicable award agreement, Mr. Gouveia forfeited this PSU grant upon his separation before the end of 2025. Based on the Company’s net revenue attainment of $810.8 million dollars during fiscal year 2025, which did not meet the threshold level of performance required under the terms of the Financial PSUs, Mr. Tsao did not receive any payout in respect of the Financial PSUs.

Outstanding PSUs. Other outstanding PSU awards granted in 2024 and 2025 will vest, or not, at the end of 2026 or 2027, respectively, based on the Company’s relative TSR performance for the three-year performance period.

Initial CEO Equity Incentive Award. Mr. El-Haj received the Initial CEO Equity Incentive Award, a grant of time-based restricted stock units with an intended value of approximately $1,500,000, on the date of his appointment to Interim CEO. The number of RSUs granted was determined by dividing $1,500,000 by the average closing stock price for the thirty trading days immediately preceding the grant date and rounding to the nearest share increment. Subject to Mr. El-Haj’s continued employment, the Initial CEO Equity Incentive Award will vest in full upon the one-year anniversary of his start date, with accelerated vesting upon death, disability, or termination without cause, provided that Mr. El-Haj executes a release of claims. Consistent with our general RSU award form, the Initial CEO Equity Incentive Award also provides that dividends paid on shares of stock while the RSUs remain outstanding will be accrued and paid in cash if and when the underlying RSUs vest and pay out.

Promotion Equity Incentive Award. Mr. Tsao received the Promotion Equity Incentive Award, a grant of time-based restricted stock units with an intended value of approximately $160,000, on the date of his appointment to President, Advanced Electronic Solutions. The number of RSUs granted was determined by dividing $160,000 by the average closing stock price for the thirty trading days immediately preceding the grant date and rounding to the nearest share increment. The award is generally subject to the same terms and conditions, including vesting terms, as our annual RSUs.

We also provide our NEOs with the following additional benefits:

Pursuant to an Assignment Letter entered into between Mr. Tsao and the Company in September of 2023, which expired in October of 2025 upon Mr. Tsao’s return to the U.S., Mr. Tsao received certain benefits related to his temporary reassignment to China in connection with his additional role as Vice President, Asia. In 2025, these benefits consisted of an annual foreign assignment stipend of $35,000 to cover travel costs and local expenses in China, as well as a tax equalization reimbursement. Mr. Webb, who joined the Company in 2023, was eligible for a relocation benefit in connection with his relocation to Phoenix, Arizona. In December of 2024, the Compensation Committee approved a monthly payment of $10,000 to Mr. Webb during 2025 and 2026 in full satisfaction of the relocation benefit, subject to his continued employment. Mr. Webb agreed to repay those amounts if he voluntarily resigned from the Company before January 1, 2028.

The Compensation Committee is responsible for establishing the compensation of the Company’s CEO and other executive officers. To that end, at least annually, the Compensation Committee:

In line with our compensation philosophy, the Compensation Committee seeks to provide competitive base salaries, as well as short-term and long-term variable incentive opportunities that can reward our NEOs for the value they create. To achieve these goals, we:

When establishing executive compensation packages, the Compensation Committee considers market compensation (overall and by element), Company performance, individual performance, the CEO’s recommendations and input (except with respect to the CEO’s own compensation), and cost reasonableness.

When making executive compensation decisions, the Compensation Committee solicits input from management, as appropriate, with respect to individual and Company performance. The CEO provides the Compensation Committee with recommendations and evaluations regarding compensation for and performance of the other NEOs. While the CEO does not make a recommendation with respect to his own compensation, the CEO does provide the Compensation Committee with a summary of his annual performance. The Compensation Committee considers this assessment in conjunction with materials provided by the Company’s Chief Administrative Officer regarding the CEO’s performance and recommended compensation. The Compensation Committee evaluates this input, as well as the compensation data provided by its compensation consultant, as it independently makes its assessments and compensation decisions.

The Compensation Committee is authorized to select and retain its own independent compensation consultant and, since 2017, has retained Compensia, Inc. During its engagement, Compensia has advised the Compensation Committee on evolving best pay practices and compensation disclosure and provided competitive market data on executive officer compensation. The Compensation Committee annually reviews Compensia’s independence and has determined that Compensia is independent and that its work does not raise any conflicts of interest.

We believe that the Compensation Committee’s use of peer group data demonstrates our focus on maintaining a competitive market position and on efficient recruitment and retention of executives who will help drive our business performance and enhance shareholder value at a reasonable cost. The Compensation Committee generally reviews the peer group it uses to set NEO compensation annually.

Each year, the Compensation Committee reviews the prior year’s group of peer companies to ensure that all of the companies continue to be appropriate. The Committee determined the appropriateness of the peer companies, including any new additions, using the following criteria:

After consultation with Compensia, the Compensation Committee approved the following compensation peer group for use with respect to 2025 executive compensation decisions:

For the peer group described above, in comparison to the prior year’s peer group, we removed two companies: ADTRAN Holdings and Methode Electronic, both of which were removed due to low market capitalization. We added two companies to replace the two removed, Ichor Holdings and Ultra Clean Holdings, because they were within our revenue and market capitalization selection ranges and were considered to be appropriate business fits.

To analyze the compensation practices of the companies in our compensation peer group, Compensia gathered data from public filings (primarily proxy statements) and from a custom cut of companies that participate in the Radford Global Technology Survey. The Compensation Committee considered this compensation data when setting the Company’s 2025 NEO compensation. In particular, the Compensation Committee referred to this market data when establishing the overall compensation packages for our NEOs, each element of compensation within those packages, and target total cash compensation and target total direct compensation for each NEO. In each case, the Compensation Committee aims to set overall compensation, as well as each element of compensation, around the median of the peer group. Nevertheless, the Compensation Committee does not believe it is appropriate to establish our NEOs’ compensation levels based only on market practices. Instead, the Compensation Committee believes that compensation decisions are complex and require a deliberate review of factors, such as Company and individual performance, as well as each executive’s tenure, experience, responsibilities, and expected contribution.

The Compensation Committee believes that our compensation programs do not encourage risks that are reasonably likely to have a material adverse effect on the Company. This belief is based on the following:

The Company maintains a compensation recovery (“clawback”) policy that provides for the recoupment of erroneously awarded incentive-based compensation received by executive officers in the three years preceding an accounting restatement. Recoupment is on a no-fault basis, meaning that erroneously awarded incentive-based compensation must be repaid irrespective of whether a particular executive officer engaged in misconduct that led to the need for the accounting restatement.

In addition, the compensation recovery policy permits the Board, in its sole discretion, to pursue recoupment of covered compensation from an executive officer (to the extent permitted by law) if the Board determines that the executive engaged in misconduct. “Misconduct” under the policy generally means gross negligence, fraudulent behavior, intentional violation of the Company’s Code of Business Ethics, or a willful violation of an employment, confidentiality, or non-compete agreement. “Covered Compensation” under the policy generally means incentive compensation, both cash and equity. The policy was updated in August 2025 to clarify that the Board’s ability to claw back covered compensation includes both time-based and performance-based equity awards.

In order to align our executives’ interests with those of our shareholders and to ensure that our executives own meaningful levels of Company stock throughout their tenure, the Company maintains rigorous stock ownership guidelines, which were formally adopted on December 4, 2024. Under this policy and consistent with the Company’s prior practice, the CEO is expected to own Company stock valued at three times his base salary, and the other NEOs are expected to own Company stock valued at two times their respective base salaries. Executives subject to the stock ownership guidelines are expected to attain the applicable ownership level no later than the completion of five years of service as an executive officer. The Company considers shares underling RSUs (whether or not vested), shares underlying PSUs (but only to the extent earned and vested), and shares held in trust or beneficially owned by the executive or members of the executive’s household when determining ownership. Unexercised stock options and shares underlying PSUs that are unearned and unvested are not counted when determining ownership. Compliance is checked annually as of December 31st of each year. The requisite share ownership is measured by multiplying the shares owned on that date by the average closing price of the Company’s stock for the last six months of that year. If an executive officer meets the applicable stock ownership guideline on a measurement date, the executive officer will be deemed to continue to meet that level for so long as the executive officer does not dispose of any shares of Company stock that were counted towards meeting the level. If an executive officer is not in compliance with the policy on any measurement date after the five-year transition period, the executive officer will be restricted from selling any of the shares delivered (net of tax withholdings) from vested RSUs and PSUs until the executive officer is in compliance. In addition, the Compensation Committee may in its discretion take other disciplinary actions with respect to an executive officer who is not in compliance with the policy. As of December 31, 2025, all of our NEOs were either in compliance with the stock ownership guidelines or were within the five-year transition period.

On July 14, 2025, Mr. Tsao was promoted to President, Advanced Electronic Solutions from his former position of Senior Vice President and General Manager, Advanced Electronic Solutions. Pursuant to the terms of his promotion letter, upon his appointment, his annual base compensation was increased to $450,000 and his target annual incentive remained the same at 55% of his base salary. In connection with his promotion, Mr. Tsao received the Promotion Equity Incentive Award, a grant of time-based restricted stock units with an intended value of approximately $160,000, on the date of his appointment to President, Advanced Electronic Solutions. At the time he received his promotion letter, the Company expected that, beginning in 2026, Mr. Tsao would be eligible for an annual long-term incentive grant with an intended value of $675,000 (representing 150% of his base salary), unless the Committee decided otherwise. Pursuant to Mr. Tsao’s promotion letter, this amount could have been changed or modified by the Committee at any time. Upon his promotion, Mr. Tsao remained eligible for the retirement, health, and other benefit programs provided to similarly situated executives of the Company, including participation in the Executive Severance Plan. As noted above, Mr. Tsao resigned from the Company, effective March 13, 2026.

Our active NEOs during 2025, excluding Mr. El-Haj, participated in the Rogers Corporation Severance Plan (the “Executive Severance Plan”), which provides for severance benefits upon an involuntary termination, before and after a change in control. The Compensation Committee believes that the Executive Severance Plan encourages the retention of our executive team and mitigates potential conflicts of interest when NEOs perform their duties in connection with a potential change in control transaction. For more information on the Executive Severance Plan and other payments made to our NEOs in the event of an NEO’s termination due to death, disability, or retirement, see the “Potential Payments on Termination, Retirement, Death, or Disability” and “Potential Payments upon Qualifying Termination or Change in Control” sections below.

The following table sets forth summary information concerning compensation paid or accrued for services rendered to the Company by our NEOs during the year ended December 31, 2025, and, to the extent required by SEC disclosure rules, December 31, 2024 and 2023.