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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 9, 2024

ROGERS CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts1-434706-0513860
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

2225 W. Chandler Blvd., Chandler, Arizona 85224
(Address of principal executive offices) (Zip Code)

(480) 917-6000
Registrant’s telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock,
par value $1.00 per share
ROG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Laura Russell as Senior Vice President, Chief Financial Officer and Treasurer
On December 9, 2024, the Board of Directors (the “Board”) of Rogers Corporation (the “Company”) appointed Laura Russell, currently the Company’s Vice President, Interim Chief Financial Officer and Treasurer, to the position of Senior Vice President, Chief Financial Officer and Treasurer of the Company, effective December 10, 2024 (the “Appointment Date”).
Ms. Russell will continue to serve as “principal financial officer” of the Company for purposes of the Securities Exchange Act of 1934, as amended. Reference is made to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 12, 2024, for the information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K regarding Ms. Russell.
In connection with her appointment, the Compensation & Organization Committee of the Board approved certain updates to Ms. Russell’s compensation arrangements, as set forth in a Notice of Promotion Letter to Ms. Russell, dated December 10, 2024 (the “Promotion Notice”). The Promotion Notice provides for: (i) an annual base salary of $475,000; (ii) a target award under the Annual Incentive Compensation Plan of 75% of annual base salary; (iii) an initial equity grant upon the Appointment Date of time-based restricted stock units valued at $300,000, generally vesting in equal annual installments on the first three anniversaries of the appointment date (the “Appointment Grant”); (iv) beginning in 2025, a target annual long-term incentive grant valued at 230% of annual base salary (less the value of the Appointment Grant for 2025); (v) participation in the Rogers Corporation Severance Plan; and (vi) participation in the Company’s executive annual physical program.
The foregoing description of the Promotion Notice is not complete and is qualified in its entirety by reference to the full text of the Promotion Notice filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On December 10, 2024, the Company issued a press release announcing Ms. Russell's promotion to Senior Vice President, Chief Financial Officer and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
10.1*
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
*Management contract or compensatory plan or arrangement.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROGERS CORPORATION
(Registrant)
Date: December 10, 2024
By:
/s/ Jessica A. Morton
Jessica A. Morton
Vice President, General Counsel and Corporate Secretary


Exhibit 10.1

image_3.jpg
2225 W. Chandler Boulevard | Chandler, AZ 85226 | 480.917.6000

December 10, 2024
Dear Laura Russell,
We are pleased to confirm Rogers’ offer for the position of Senior Vice President, Chief Financial Officer & Treasurer (subject to the conditions described below). Rogers does not enter employment contracts, and your employment is “at will.” Below is a general description of the terms we expect to apply to your employment, which may be changed or modified by Rogers at any time. The compensation package described below supersedes any prior discussions, written or oral, related to your compensation package with Rogers.
This position is effective on December 10, 2024 (the “appointment date”).
The compensation package for this position is as follows and is subject to the usual payroll deductions such as income tax and Social Security:
•Your starting salary will be $475,000 USD per year, which is paid at a bi-weekly rate of $18,269.24 USD. This is an exempt position, which means that your salary is intended to compensate you for all hours worked, and you will not be eligible to receive overtime pay.
•You are eligible for an award under the Annual Incentive Compensation Plan (AICP) with a target of 75% of your base salary, except that AICP for 2024 will be comprised of three portions:
◦From January 1, 2024, through August 11, 2024, your target award is 40% of your prorated annual base salary of $328,000 under the company AICP metrics.
◦From August 12, 2024, through December 9, 2024, your target award is 55% of your prorated annual base salary of $400,000 under the executive AICP metrics.
◦From December 10, 2024, through December 31, 2024, your target award is 75% of your prorated annual base salary of $475,000 under the executive AICP metrics.
Depending on actual performance against predetermined company performance metrics, your actual AICP award payout can be as high as 200% of your target incentive. Awards are subject to the terms of the AICP and approval by the Compensation and Organization Committee (the “Committee”).
•You will receive an Initial CFO Equity Incentive Award, valued at $300,000, of time-based restricted stock units, effective on the appointment date.
•Beginning in 2025, you will be eligible for an annual long-term incentive grant with a target of 230% of your base salary, currently valued at approximately $1,092,500 USD, less the value of the Initial CFO Equity Incentive Award for purposes of the 2025 grant. The number of units to be awarded, the breakdown between time-based and performance based restricted stock units and the terms and conditions of the awards shall be determined by the Committee in its discretion.
You will be eligible for the retirement, health and other benefit programs provided to executives of Rogers, subject to the right of Rogers to amend or terminate such programs in accordance with their terms. You will also be eligible to participate in the Rogers Corporation Severance Plan. For the avoidance of doubt, the Company reserves the right to modify these benefits to conform to any severance plan covering executives.
image.jpg
Exhibit 10.1

image_3.jpg
2225 W. Chandler Boulevard | Chandler, AZ 85226 | 480.917.6000

As mentioned above, your employment is “at will,” meaning that either you or Rogers may terminate your employment at any time and for any reason, with or without cause or notice, regardless of any representations that may have been made to you. This offer letter does not establish a contractual employment relationship. It is Rogers’ policy not to enter into employment contracts.
I look forward to continuing to work together.

Sincerely,
image_0.jpg

Colin Gouveia
President and Chief Executive Officer

/s/ Laura RussellDecember 10, 2024
Offer Accepted by Laura RussellDate
                        


CC:
Michael Webb
Sr. Vice President & CAO
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Exhibit 99.1
image_0b.jpg
Rogers Appoints Laura Russell as Chief Financial Officer
Chandler, Arizona, December 10, 2024: Rogers Corporation (NYSE: ROG) (“Rogers”) announced today that Laura Russell has been appointed to serve as the Company’s new Senior Vice President, Chief Financial Officer and Treasurer effective December 10.
“Since taking over as interim CFO in August, Laura has proven to be an invaluable addition to Rogers’ senior executive team,” said Colin Gouveia, Rogers' President and CEO. “She has demonstrated outstanding leadership of critical finance functions and has already made significant contributions. Laura brings extensive business and financial expertise from leading companies, which will be a tremendous asset to Rogers as we continue to execute our strategic objectives.”
Ms. Russell, age 49, joined Rogers in September 2023 as Vice President of Finance and served in that capacity until her appointment as interim CFO in August 2024. Prior to joining the Company, from July 2021 to September 2023, Ms. Russell served as the Vice President of Finance, Operations for Wolfspeed. From December 2015 to July 2021, Ms. Russell was the Vice President of Finance for the Radio Products business of NXP Semiconductors (“NXP”). Prior to NXP, from 1997 to December 2015, Ms. Russell served in multiple roles with Motorola and Freescale Semiconductors (later acquired by NXP). Ms. Russell earned her BA in Business Economics from the University of the West of Scotland and is a member of the Chartered Institute of Management Accountants.
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States, Asia and Europe, with sales offices worldwide. For more information, visit www.rogerscorp.com.
Safe Harbor Statement
Statements included in this release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.


Exhibit 99.1
Media Contact:
Amy Kweder
Senior Director, Corporate Communications
Phone: 480.203.0058
Email: amy.kweder@rogerscorporation.com

Investor Contact:
Steve Haymore
Senior Director, Investor Relations
Phone: 480.917.6026
Email: stephen.haymore@rogerscorporation.com


v3.24.3
Cover
Dec. 09, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 09, 2024
Entity Registrant Name ROGERS CORP
Entity Incorporation, State or Country Code MA
Entity File Number 1-4347
Entity Tax Identification Number 06-0513860
Entity Address, Address Line One 2225 W. Chandler Blvd.
Entity Address, City or Town Chandler
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85224
City Area Code 480
Local Phone Number 917-6000
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock,
Trading Symbol ROG
Security Exchange Name NYSE
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Entity Central Index Key 0000084748
Amendment Flag false
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