1.
|
To elect eight members of the Board of Directors for the ensuing year: Michael F. Barry, Bruce D. Hoechner, Gregory
B. Howey, Carol R. Jensen, William E. Mitchell, Ganesh Moorthy, Robert G. Paul, and Peter C.
Wallace. |
2.
|
To vote on a non-binding advisory resolution to approve the executive compensation as disclosed in the accompanying
proxy statement for the meeting.
|
3.
|
To vote on re-approval of the material terms permitted for performance goals that may be used under the Annual
Incentive Compensation Plan for the purposes of compensation deductibility under Section 162(m)
of the Internal Revenue Code. |
4.
|
To approve an amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan to increase the
number of shares of stock issuable thereunder from 1,775,000 to 2,575,000 and to re-approve the
material terms of the performance goals under the 2009 Long-Term Equity Compensation Plan for purposes of compensation deductibility under Section 162(m) of the Internal Revenue Code. |
5.
|
To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Rogers
Corporation for the fiscal year ending December 31, 2014.
|
6.
|
To transact such other business as may properly come before the meeting or any adjournment thereof.
|
Proxy Statement Table of Contents
|
|
Proposal 1: Election Of Directors
|
3
|
Nominees For Director, Director Qualifications And Experience
|
3
|
Stock Ownership Of Management
|
5
|
Beneficial Ownership Of More Than Five Percent Of Rogers Stock
|
6
|
Corporate Governance Practices
|
7
|
Board Of Directors
|
8
|
Director Independence
|
8
|
Board Leadership Structure
|
8
|
Board Diversity
|
9
|
The Board’s Role In Risk Oversight
|
9
|
Meetings Of Certain Committees
|
9
|
Directors’ Compensation
|
12
|
Audit Committee Report
|
14
|
Executive Compensation
|
15
|
Executive Summary
|
15
|
Compensation Discussion And Analysis
|
16
|
Executive Compensation Philosophy, Principles And Pay Elements And Mix
|
17
|
Fiscal Year 2013 Compensation Components And Decisions For Named Executive Officers
|
20
|
Change In Control Protection, Severance And Perquisites
|
23
|
Other Compensation Policies
|
24
|
Our Prior Say-On-Pay Vote
|
24
|
Risk Mitigation Provisions
|
24
|
Tax Considerations
|
25
|
Compensation and Organization Committee Report
|
25
|
Summary Compensation Table
|
26
|
All Other Compensation For Fiscal Year 2013
|
28
|
Grants Of Plan Based Awards For Fiscal Year 2013
|
29
|
Additional Information Regarding The Summary Compensation Table And Awards In The Grants Of Plan-Based Awards
|
|
For Fiscal Year 2013
|
30
|
Outstanding Equity Awards At End Of Fiscal Year 2013
|
31
|
Option Exercises And Stock Vested For Fiscal Year 2013
|
33
|
Pension Benefits At End Of Fiscal Year 2013
|
34
|
Non-Qualified Deferred Compensation At End Of Fiscal Year 2013
|
36
|
Potential Payments On Termination Or Change In Control
|
37
|
Post Termination Table
|
41
|
Proposal 2: Vote on a Non-Binding Advisory Resolution to Approve Executive Compensation
|
43
|
Proposal 3: Vote on Re-approval of the Material Terms Permitted for Performance Goals That May be Used Under the Annual
|
|
Incentive Compensation Plan for the Purposes of Compensation Deductibility Under Section 162(m)
|
44
|
Proposal 4: To Approve an Amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan to Increase the
|
|
Number of Shares of Stock Issuable Thereunder from 1,775,000 to 2,575,000 and to Re-Approve the Material Terms of the
|
|
Performance Goals under the 2009 Plan for Purposes of Compensation Deductibility under Section 162(m) of the Internal
|
|
Revenue Code
|
47
|
Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm
|
55
|
Related Party Transactions
|
56
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
57
|
Proposals of Shareholders
|
57
|
Solicitation of Proxies
|
57
|
“Householding” of Proxy Materials
|
57
|
Communications with Members of the Board of Directors
|
58
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 9,
|
|
2014
|
58
|
Availability of Certain Documents
|
58
|
Beneficial Ownership
|
||
Number of
|
Percent of
|
|
Name of Person or Group
|
Shares (1)
|
Class (2)
|
Michael F. Barry
|
9,200
|
*
|
Charles M. Brennan, III
|
32,342
|
*
|
Robert C. Daigle
(5)
|
77,715
|
*
|
Gary M. Glandon
(4)
|
2,786
|
*
|
Jeffrey M. Grudzien
|
45,487
|
*
|
Bruce D. Hoechner
(3)(5)
|
14,009
|
*
|
Gregory B. Howey
(4)
|
55,305
|
*
|
Carol R. Jensen
(4)
|
19,867
|
*
|
Dennis M. Loughran
|
87,683
|
*
|
William E. Mitchell
|
19,471
|
*
|
Ganesh Moorthy
|
1,700
|
*
|
Robert G. Paul
|
46,446
|
*
|
Peter C. Wallace
(4)
|
6,450
|
*
|
All Directors and Executive Officers as a Group (19 Persons)
(1)
|
503,871
|
2.74
|
*
|
Less than 1%.
|
(1)
|
Represents the total number of currently owned shares and shares acquirable within 60 days of March 12, 2014, through the exercise of stock options and as otherwise noted. Shares acquirable under stock options exercisable, or otherwise as described below, within 60 days for each individual are as follows (last name/number of shares): Barry/2,400; Brennan/16,012; Daigle/52,917; Grudzien/34,401; Howey/22,650; Jensen/8,579; Loughran/71,300 (which includes 9,199 options that would become exercisable should he retire within 60 days of March 12, 2014 and approximately 4,770 shares of time-based restricted stock units that would vest should he retire within 60 days of March 12, 2014); Mitchell/15,749; Moorthy/1,700; Paul/22,650; Wallace/2,400; and the group of 19 individuals/302,486 (which includes 16,731 options which would become exercisable should certain officers retire within 60 days of March 12, 2014 and approximately 8,690 time- based restricted stock units which would vest should certain officers elect to retire within 60 days of March 12, 2014).
|
(2)
|
Represents the percent ownership of total outstanding shares of capital stock, based on 18,115,887 shares of common stock outstanding as of March 12, 2014, and on an individual or group basis those shares acquirable by the respective directors and executive officers within 60 days of March 12, 2014, through the exercise of stock options and the acquisition of certain time-based restricted stock units.
|
(3)
|
Mr. Hoechner owns 785 shares included above as to which he has shared investment and voting power through family trusts or other accounts.
|
(4)
|
Ms. Jensen owns 11,288 shares in a trust in which investment and voting power is shared with a spouse. Messrs. Glandon, Howey and Wallace own, respectively, 1,000 shares, 24,126 shares and 4,050 shares in trusts in which they each have sole investment and voting power.
|
(5)
|
Mr. Daigle and Mr. Hoechner own, respectively, 9,127 shares and 12,084 shares as to which investment and voting power is shared with their respective spouses.
|
Shares
|
||
Beneficially
|
Percent of
|
|
Name and Address of Beneficial Owner
|
Owned
|
Class (1)
|
BlackRock, Inc. (2)
|
||
40 East 52
nd
Street
|
||
New York, NY 10022
|
1,534,241
|
8.5
|
The Vanguard Group, Inc.
(3)
|
||
100 Vanguard Blvd.
|
||
Malvern, PA 19355
|
1,128,516
|
6.2
|
Daruma Capital Management, LLC
(4)
|
||
80 West 40
th
Street, 9
th
Floor
|
||
New York, NY 10018
|
1,086,472
|
6.0
|
(1)
|
Based on 18,115,887 shares outstanding as of the record date, March 12, 2014.
|
(2)
|
Blackrock, Inc., a parent holding company, reports it has sole voting power with respect to 1,473,068 of the shares listed above and sole dispositive power with respect to all of the shares listed above.
|
(3)
|
The Vanguard Group, Inc., a registered investment adviser, reports it has sole voting power with respect to 25,088 of the shares listed above and shared dispositive power with respect to 24,088 of the shares listed above and sole dispositive power with respect to 1,104,428 of the shares listed above.
|
(4)
|
Each of Daruma Capital Management, LLC, a registered investment adviser, and Mariko O. Gordon, report having shared voting power with respect to 503,006 of the shares listed above and shared dispositive power with respect to all of the shares listed above.
|
·
|
The Board of Directors is elected by and is accountable to the shareholders. Its primary purpose is to oversee
management and to assure that the long-term interests of the shareholders are being served.
|
·
|
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 a substantial majority 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 standing committees of the Board of Directors consist solely of independent directors. The charters of all of the
committees of the Board of Directors are approved by the entire board and establish committee responsibilities.
|
·
|
The Audit Committee has sole responsibility for selecting, engaging, evaluating and terminating Rogers’ independent
registered public accounting firm. The Audit Committee also has full responsibility for determining the independent
registered public accounting firm’s compensation and oversees and evaluates Rogers’ internal audit function. The Audit
Committee has four members whom the Board of Directors has determined are “audit committee financial experts” as
defined under Item 407 of Regulation S-K as well as under the rules of the New York Stock Exchange.
|
·
|
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 annually evaluates its own performance. Each of the board committees conducts an annual self-
evaluation of its respective performance. These evaluations are overseen by the Nominating and Governance
Committee.
|
·
|
The Board of Directors annually reviews a strategic plan and a one-year operating plan that is linked to strategic
objectives.
|
·
|
The Compensation and Organization Committee of the Board of Directors evaluates the performance of the President
and Chief Executive Officer (“CEO”) and determines his compensation. The Board of Directors as a whole oversees
succession planning with respect to the President and CEO as well as other senior management positions.
|
·
|
Directors have complete access to all levels of management and also are provided with opportunities to meet with
members of management on a regular basis.
|
·
|
The complete Corporate Governance Guidelines are available both on Rogers’ website, http://www.rogerscorp.com/cg/,
and in print to shareholders. See “Availability of Certain Documents” in this proxy statement.
|
·
|
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 should 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 should 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 should 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 should 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.)
|
·
|
Develop performance goals and objectives, including corporate goals and objectives, for the President and CEO;
|
·
|
E
valuate the performance of the President and CEO;
|
·
|
E
stablish the base salary, incentive compensation and any other compensation for the President and CEO and review
and approve the President and CEO’s recommendations for the compensation of all other executive officers;
|
·
|
A
pprove and monitor Rogers’ management incentive and equity compensation plans, retirement and welfare plans and
discharge the duties imposed on this committee by the terms of those plans;
|
·
|
Periodically review and make recommendations regarding compensation for non-management directors; and
|
·
|
Review the Company’s organizational development activities including development and succession plans for the
executive officers and, as appropriate, general programs for professional and leadership development throughout the
Company.
|
Name
|
Fees Earned or Paid (1)
|
Deferred Stock Unit Awards (2)
|
Total
|
Michael F. Barry
|
$55,750
|
$100,000
|
$155,750
|
Charles M. Brennan, III
|
$65,000
|
$100,000
|
$165,000
|
Gregory B. Howey
|
$59,250
|
$100,000
|
$159,250
|
J. Carl Hsu (3)
|
$13,591
|
-
|
$13,591
|
Carol R. Jensen
|
$58,250
|
$100,000
|
$158,250
|
William E. Mitchell
|
$69,750
|
$100,000
|
$169,750
|
Ganesh Moorthy
|
$25,304
|
$81,096
|
$99,900
|
Robert G. Paul
|
$69,250
|
$100,000
|
$169,250
|
Peter C. Wallace
|
$66,250
|
$100,000
|
$166,250
|
(1)
|
Includes the annual retainer and meeting fees, which were all paid in cash for 2013. 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 3, 2013, we granted a Deferred Stock Unit Award for 2,400 units to each non-management director (other than Mr. Hsu) and the fair value of the shares underlying each award on the grant date was $100,000.
|
(3)
|
Mr. Hsu retired from the Board on May 3, 2013.
|
Audit Committee:
|
Charles M. Brennan, III, Chairperson
|
Michael F. Barry, Member | |
Carol R. Jensen, Member | |
William E. Mitchell, Member | |
Robert G. Paul, Member |
·
|
3.0% compounded annual growth rate (“CAGR”) in sales
|
·
|
-6.9% CAGR in diluted earnings per share (“EPS”)
|
·
|
7.1% free cash flow as a percentage of sales
|
·
|
Sales
|
·
|
Profit from continuing operations
|
·
|
Cash generation from operations
|
·
|
Participation in safety initiatives
|
·
|
Shifting to a more balanced portfolio approach using a mix of different types of equity incentives.
|
·
|
Adopting a compensation recovery policy (also known as compensation claw-back policy) .
|
·
|
Removing automatic vesting on change in control with respect to all equity awards granted after 2008.
|
·
|
Amending our change in control protection to (i) remove evergreen provisions, (ii) remove pension and savings make
whole benefits and automobile benefits and (iii) condition severance benefits to non-compete obligations.
|
·
|
Structuring the annual AICP to allow for payments to our President and CEO to be tax deductible.
|
·
|
Freezing pension and supplemental pension accruals thus reducing projected future liabilities and annual plan expenses.
|
·
|
Eliminating tax gross-up payments for employment taxes assessed on pension restoration benefits.
|
·
|
Short and long-term performance awards are tied to different performance metrics.
|
·
|
Executive Compensation Philosophy, Principles and Pay Elements & Mix
|
·
|
Fiscal Year 2013 Compensation Components and Decisions for NEOs
|
·
|
Change in Control Protection, Severance and Perquisites
|
·
|
Other Compensation Policies
|
·
|
Our Prior Say-On-Pay Vote
|
·
|
Risk Mitigation Provisions
|
·
|
Tax and Accounting Considerations
|
·
|
Provide a simple program design which provides motivation and is easy to communicate and understand.
|
·
|
Provide a strong link between incentive compensation and corporate profitability.
|
·
|
Provide the opportunity for executives to build a meaningful equity position leading them to manage from an owner’s
perspective in balance with the long-term strategy of the business.
|
·
|
Provide an appropriate reward for executives when they deliver significant shareholder returns over a long period of
time.
|
·
|
Provide a total rewards package designed to be competitive with other size-appropriate companies in the technology and
technology equipment industry.
|
·
|
Performance-Based Restricted Stock Units, which can be earned over a three-year performance period based on the
Company’s “Total Shareholder Return” (“TSR”) and “Return on Invested Capital” (“ROIC”) versus a specified group
of Standard & Poor’s (S&P) companies.
|
·
|
Time-Based Restricted Stock Units, which vest based on continued service with Rogers and the value of which is
directly related to the Company’s stock price.
|
(1)
|
Base Salary is the annual rate in effect as of March 25, 2013.
|
(2)
|
Short-Term Incentive Compensation reflects the 2013 target annual cash-based incentive.
|
(3)
|
Long-Term Incentive Compensation reflects the grant date fair values for all 2013 equity awards.
|
(1)
|
Base Salary is the annual rate in effect as of March 25, 2013.
|
(2)
|
Short-Term Incentive Compensation reflects the 2013 target annual cash-based incentive.
|
(3)
|
Long-Term Incentive Compensation reflects the grant date fair values for all 2013 equity awards.
|
·
|
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 unfunded 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.
|
ATMI Inc.
|
International Rectifier
|
MKS Instruments
|
||
Cabot Microelectronics
|
Intersil Corp.
|
Power-One
|
||
Ceradyne Inc.
|
IXYS Corp.
|
Pulse Electronics
|
||
Comtech Telecom.
|
KEMET Corp.
|
Semtech Corp.
|
||
Diodes Inc.
|
Littelfuse Inc.
|
Vicor Corp.
|
||
Hutchinson Tech.
|
Methode Electronics
|
2012
|
2013
|
Total
|
|||
Name
|
Title
|
Annualized
|
Annualized
|
Percentage
|
|
Base Salary
|
Base Salary
|
Increase
|
|||
Bruce D. Hoechner
|
President and CEO
|
$460,018
|
$500,000
|
8.7%
|
|
Dennis M. Loughran
|
Vice President, Finance and CFO
|
$316,400
|
$330,000
|
4.3%
|
|
Robert C. Daigle
|
Sr. Vice President and Chief
|
$313,400
|
$322,000
|
2.7%
|
|
Technology Officer
|
|||||
Jeffrey M. Grudzien
|
Vice President, Advanced Circuit
|
$265,018
|
$280,000
|
5.7%
|
|
Materials Division
|
|||||
Gary M. Glandon
|
Vice President and Chief Human
|
$275,000
|
$275,000
|
0.0%
|
(1)
|
Resources Officer
|
(1)
|
Mr. Glandon was hired on October 22, 2012 and did not receive a salary increase in 2013.
|
·
|
Improve the focus of those plans on Rogers’ short and long-term operating and financial priorities,
|
·
|
Offer greater balance by eliminating redundancy in metrics between the plans,
|
·
|
Provide better alignment between the annual incentive metrics of the Company’s officers and other plan participants,
and
|
·
|
Increase accountability for producing long-term results that equal or exceed our industry peers.
|
(1)
|
Linear interpolation is used to determine the percentage of target that has been achieved for performance between threshold and target, and target and maximum.
|
(2)
|
In accordance with our Statement of Consolidated Cash Flows- Net cash provided by operating activities of continuing operations.
|
(3)
|
Equals the sum of weighted performance percentage for each listed measure. The “weighted performance percentage” for a listed measure is the percentage of target achieved multiplied by its weighting.
|
·
|
Time-Based Restricted Stock Units – 50%
|
·
|
Performance-Based Restricted Stock Units – 50%
|
·
|
The three year total shareholder return (TSR) 60% weighting; and
|
·
|
The three year return on invested capital (ROIC) 40% weighting.
|
Sales
|
EPS
|
Free Cash Flow
|
|||||||
Growth
|
Increase
|
% Sales
|
|||||||
3 Yr
|
Achieved
|
3 Yr
|
Achieved
|
3 Yr
|
Achieved
|
||||
CAGR
|
Percentage
|
CAGR
|
Percentage
|
Average
|
Percentage
|
||||
Maximum
|
12%
|
300%
|
14%
|
300%
|
5%
|
300%
|
7.14%
|
||
Actual
|
|||||||||
10%
|
200%
|
12%
|
200%
|
4%
|
200%
|
||||
Midpoint
|
8%
|
100%
|
10%
|
100%
|
3%
|
100%
|
|||
6%
|
50%
|
6%
|
50%
|
2.50%
|
50%
|
||||
3%
|
3%
|
25%
|
3%
|
25%
|
2.25%
|
25%
|
|||
Threshold
|
Actual
|
||||||||
0%
|
0%
|
0%
|
-6.92%
|
0%
|
2%
|
0%
|
|||
Actual
|
|||||||||
|
Respectfully Submitted:
|
Robert G. Paul, Chairperson
|
Gregory B. Howey, Member | |
Carol R. Jensen, Member | |
William E. Mitchell, Member | |
Peter C. Wallace, Member |
Non-Equity
|
Change in
|
||||||||
Stock
|
Option
|
Incentive Plan
|
Pension
|
All Other
|
|||||
Name and
|
Years
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Value
|
Compensation
|
|
Principal Position
|
Covered
|
(1)
|
(3)
|
(4)
|
(5)
|
(6)
|
(7)
|
Total
|
|
Bruce D. Hoechner
|
2013
|
$490,773
|
$878,415
|
$310,219
|
$0
|
$48,472
|
$1,727,879
|
||
President and Chief
|
2012
|
$460,018
|
$250,096
|
$0
|
$0
|
$46,143
|
$756,257
|
||
Executive Officer
|
2011
|
$115,005
|
$220,000
|
$800,280
|
$404,840
|
$0
|
$0
|
$9,430
|
$1,549,555
|
Dennis M. Loughran
|
2013
|
$326,862
|
$384,336
|
$150,000
|
$117,683
|
$15,717
|
$994,598
|
||
VP, Finance and Chief
|
2012
|
$313,573
|
$225,334
|
$153,520
|
$0
|
$86,459
|
$22,824
|
$801,710
|
|
Financial Officer
|
2011
|
$301,448
|
$195,392
|
$129,340
|
$152,774
|
$39,151
|
$24,863
|
$842,968
|
|
Robert C. Daigle
|
2013
|
$320,016
|
$375,387
|
$175,444
|
$208,480
|
$18,081
|
$1,097,408
|
||
Sr. Vice President
|
2012
|
$310,617
|
$225,334
|
$153,520
|
$0
|
$206,312
|
$25,147
|
$920,930
|
|
and Chief Technology
|
2011
|
$298,028
|
$195,392
|
$129,340
|
$174,024
|
$33,395
|
$28,370
|
$858,549
|
|
Officer
|
|||||||||
Jeffrey M. Grudzien
|
2013
|
$276,543
|
$312,744
|
$185,946
|
$95,161
|
$17,925
|
$888,319
|
||
Vice President
|
2012
|
$260,383
|
$180,763
|
$122,816
|
$33,346
|
$100,072
|
$40,682
|
$738,062
|
|
Advanced Circuit
|
|||||||||
Materials Division
|
|||||||||
Gary M. Glandon
|
2013
|
$275,000
|
$267,057
|
$135,000
|
$0
|
$45,247
|
$722,304
|
||
VP and Chief
|
|||||||||
Human Resources
|
|||||||||
Officer
|
|||||||||
Luc Van Eenaeme
(8)
|
2013
|
$156,870
|
$0
|
$0
|
$0
|
$1,635,636
|
$1,792,506
|
||
Former VP and Managing
|
2012
|
$306,958
|
$25,337
(2)
|
$180,763
|
$122,816
|
$11,468
|
$0
|
$20,450
|
$667,792
|
Director Rogers Europe
|
(1)
|
Reflects actual base salary amounts earned for the applicable fiscal year.
|
(2)
|
Represents Mr. Van Eenaeme’s special bonus in 2012 for his Curamik Electronics GmbH assignment.
|
(3)
|
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 2011 had a 108.3% payout – for a discussion of the performance goals and actual performance that resulted in this payment, see page 23. 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 granted in 2012 and 2013 or the time-based restricted stock units granted in 2013 will ever be earned or that the value of these awards as earned will equal the amounts disclosed above as the probable outcome. The stock price assumption used to calculate the compensation cost is disclosed in Footnote 14 of the Company’s 2013 Form 10-K and Footnote 13 of the Company’s 2012 and 2011 Forms 10-K. |
(4)
|
Reflects the aggregate grant date fair value of the stock option awards to the NEOs for each listed year. No stock options were granted during 2013. Rogers determines the fair value using the Black-Scholes option pricing model. The assumptions used to calculate the fair value are disclosed in Footnote 14 of the Company’s 2013 Form 10-K and Footnote 13 of the Company’s 2012 and 2011 Forms 10-K. There can be no assurance that the options will ever be exercised (in which case no value will be realized by the executive) or that the value on exercise will equal the fair value. |
(5)
|
Reflects amounts earned under AICP for each listed year. Mr. Hoechner did not receive an opportunity to earn an AICP award for 2011 as he joined Rogers in October 2011.
|
(6)
|
Reflects the aggregate change in the accumulated present value of each NEO’s accumulated benefit under the Pension Plan and Pension Restoration Plan for each listed year. Mr. Hoechner, Mr. Glandon and Mr. Van Eenaeme are ineligible to participate in the Pension Plan and Pension Restoration Plan. Information regarding the calculation of these amounts can be found in the “Pension Benefits at End of Fiscal Year 2013” section beginning on page 34.
|
(7)
|
Reflects the total amount of All Other
Compensation
reported in the “All Other
Compensation
for Fiscal Year 2013” table set forth on page 28.
|
(8)
|
Using 2013 year-end currency exchange rate of 1.37 USD per Euro.
|
Deferred
|
|||||||
Compensation
|
All Other
|
||||||
401(k)
|
Car
|
Company
|
Relocation
|
Compensation
|
|||
Match
|
Allowance
|
Match
|
Severance
|
Benefits
|
Total
|
||
Name and Principal Position
|
Year
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
Bruce D. Hoechner
|
2013
|
$8,925
|
$8,294
|
$8,252
|
$0
|
$23,000
|
$48,472
|
President and Chief
|
|||||||
Executive Officer
|
|||||||
Dennis M. Loughran
|
2013
|
$8,925
|
$6,792
|
$0
|
$0
|
$0
|
$15,717
|
VP, Finance and Chief
|
|||||||
Financial Officer
|
|||||||
Robert C. Daigle
|
2013
|
$8,925
|
$9,156
|
$0
|
$0
|
$0
|
$18,081
|
Sr. VP and Chief
|
|||||||
Technology Officer
|
|||||||
Jeffrey M. Grudzien
|
2013
|
$8,925
|
$7,079
|
$1,921
|
$0
|
$0
|
$17,925
|
VP, Advanced Circuit
|
|||||||
Materials Division
|
|||||||
Gary M. Glandon
|
2013
|
$8,925
|
$8,088
|
$700
|
$0
|
$27,534
|
$45,247
|
VP, Chief Human Resources
|
|||||||
Officer
|
|||||||
Luc Van Eenaeme
|
2013
|
$0
|
$10,225
|
$0
|
$1,625,411
|
$0
|
$1,635,636
|
Former VP and Managing Director
|
|||||||
Rogers Europe
|
(1)
|
Reflects Rogers’ matching contributions to its 401(k) plan.
|
(2)
|
Reflects the Company’s cost to maintain its automobile program.
|
(3)
|
Reflects Rogers’ matching contributions to the Voluntary Deferred Compensation Plan for Key Employees.
|
(4)
|
Reflects the cost of severance paid to Mr. Van Eenaeme.
|
(5)
|
Reflects the total incremental costs incurred by Rogers during 2013 with respect to providing Mr. Hoechner and Mr. Glandon relocation benefits under their respective offer letters.
|
(6)
|
Reflects the total amount of All Other Compensation provided to the NEOs during 2013, which is reported on the “Summary Compensation Table” on page 26.
|
Estimated Future Payouts under
|
All Other
|
Grant Date
|
|||||||
Estimated Possible Payouts under
|
Equity Incentive Plan Awards (3)
|
Stock Awards:
|
Fair Value
|
||||||
Grant
|
Non-Equity Incentive Plan (2)
|
(Expressed in Shares)
|
Number of Shares
|
of Stock
|
|||||
Name
|
Date (1)
|
Threshold
|
Target
|
Maximum
|
Threshold |
Target
|
Maximum
|
of Stock or Units
|
Awards (4)
|
Bruce D.
|
2/18/2013
|
$106,250
|
$425,000
|
$850,000
|
9,325
|
$439,208
|
|||
Hoechner
|
2/18/2013
|
0
|
9,325
|
18,650
|
$439,208
|
||||
Dennis M.
|
2/18/2013
|
$41,250
|
$165,000
|
$330,000
|
4,080
|
$192,168
|
|||
Loughran
|
2/18/2013
|
0
|
4,080
|
8,160
|
$192,168
|
||||
Robert C.
|
2/18/2013
|
$40,250
|
$161,000
|
$322,000
|
3,985
|
$187,694
|
|||
Daigle
|
2/18/2013
|
0
|
3,985
|
7,970
|
$187,694
|
||||
Jeffrey M.
|
2/18/2013
|
$31,500
|
$126,000
|
$252,000
|
3,320
|
$156,372
|
|||
Grudzien
|
2/18/2013
|
0
|
3,320
|
6,640
|
$156,372
|
||||
Gary M.
|
2/18/2013
|
$27,500
|
$110,000
|
$220,000
|
2,835
|
$133,529
|
|||
Glandon
|
2/18/2013
|
0
|
2,835
|
5,670
|
$133,529
|
||||
Luc
|
2/18/2013
|
$30,680
|
$122,718
|
$245,436
|
0
|
$0
|
|||
Van Eenaeme
|
2/18/2013
|
0
|
0
|
0
|
$0
|
(1)
|
Sets forth the grant dates for all awards granted to NEOs in 2013.
|
(2)
|
Represents potential payouts under AICP for 2013.
|
(3)
|
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 Standard and Poor’s Small Cap Technology Company Index during the Company’s 2013 through 2015 performance cycle.
|
(4)
|
Reflects the aggregate grant date fair value for time-based restricted stock units and performance-based restricted stock units disclosed in the “Summary Compensation Table” on page 26.
|
Mr. Hoechner
|
85%
|
||
Mr. Loughran
|
50%
|
||
Mr. Daigle
|
50%
|
||
Mr. Grudzien
|
45%
|
||
Mr. Glandon
|
40%
|
||
Mr. Van Eenaeme
|
40%
|
Option Awards |
Stock Awards
|
||||||||
Equity Incentive Plan
|
|||||||||
Plan
|
Plan
|
||||||||
Awards:
|
Awards:
|
||||||||
Number of
|
Market or
|
||||||||
Unearned
|
Payout
|
||||||||
Shares,
|
Value of
|
||||||||
Number of
|
Number of
|
Number
|
Market
|
Units
|
Unearned
|
||||
Securities
|
Securities
|
of Shares
|
Value of
|
or Other
|
Shares,
|
||||
Underlying
|
Underlying
|
or Units of
|
Shares or
|
Rights
|
Units
|
||||
Unexercised
|
Unexercised
|
Option
|
Stock That
|
Units of
|
That
|
or Other
|
|||
Options
|
Options
|
Option
|
Expiration
|
Have Not
|
Stock That
|
Have Not |
Rights That
|
||
Grant
|
Exercisable |
Unexercisable
|
Exercise
|
Date
|
Vested
|
Have Not
|
Vested
|
Have Not
|
|
Name
|
Date
|
(1)
|
(2)(3)
|
Price
|
(4)(5)
|
(6)(7)
|
Vested
|
(8)
|
Vested (9)
|
Bruce D.
|
10/03/11
|
0
|
23,200
|
$37.05
|
10/03/21
|
||||
Hoechner
|
10/03/11
|
10,800
|
$664,200
|
||||||
10/03/11
|
3,600
|
$221,400
|
|||||||
02/18/13
|
9,325
|
$573,488
|
|||||||
02/09/12
|
6,060
|
$372,690
|
|||||||
02/18/13
|
9,325
|
$573,488
|
|||||||
Dennis M.
|
02/15/06
|
15,000
|
0
|
$48.00
|
02/15/16
|
||||
Loughran
|
02/14/07
|
10,350
|
0
|
$52.51
|
02/14/17
|
||||
02/14/08
|
16,600
|
0
|
$31.31
|
02/14/18
|
|||||
02/10/10
|
14,367
|
7,183
|
$24.20
|
02/10/20
|
|||||
05/12/11
|
1,934
|
3,866
|
$47.89
|
05/12/21
|
|||||
02/09/12
|
0
|
8,000
|
$41.27
|
02/09/22
|
|||||
05/12/11
|
2,040
|
$125,460
|
|||||||
02/09/12
|
2,730
|
$167,895
|
|||||||
02/18/13
|
4,080
|
$250,920
|
|||||||
05/12/11
|
2,040
|
$125,460
|
|||||||
02/09/12
|
2,730
|
$167,895
|
|||||||
02/18/13
|
4,080
|
$250,920
|
|||||||
Robert C.
|
04/29/04
|
15,000
|
0
|
$59.85
|
04/29/14
|
||||
Daigle
|
02/15/06
|
8,600
|
0
|
$48.00
|
02/15/16
|
||||
02/14/07
|
10,350
|
0
|
$52.51
|
02/14/17
|
|||||
02/14/08
|
16,350
|
0
|
$31.31
|
02/14/18
|
|||||
02/11/09
|
22,300
|
0
|
$23.86
|
02/11/19
|
|||||
02/10/10
|
14,367
|
7,183
|
$24.20
|
02/10/20
|
|||||
05/12/11
|
1,934
|
3,866
|
$47.89
|
05/12/21
|
|||||
02/09/12
|
0
|
8,000
|
$41.27
|
02/09/22
|
|||||
05/12/11
|
2,040
|
$125,460
|
|||||||
02/09/12
|
2,730
|
$167,895
|
|||||||
02/18/13
|
3,985
|
$245,078
|
|||||||
05/12/11
|
2,040
|
$125,460
|
|||||||
02/09/12
|
2,730
|
$167,895
|
|||||||
02/18/13
|
3,985
|
$245,078
|
Stock Awards
|
|||||||||
Equity Incentive Plan
|
|||||||||
Plan
|
Plan
|
||||||||
Awards:
|
Awards:
|
||||||||
Number of
|
Market or
|
||||||||
Unearned
|
Payout
|
||||||||
Shares,
|
Value of
|
||||||||
Number of
|
Number of
|
Number
|
Market
|
Units
|
Unearned
|
||||
Securities
|
Securities
|
of Shares
|
Value of
|
or Other
|
Shares,
|
||||
Underlying
|
Underlying
|
or Units of
|
Shares or
|
Rights
|
Units
|
||||
Unexercised
|
Unexercised
|
Option
|
Stock That
|
Units of
|
That
|
or Other
|
|||
Options
|
Options
|
Option
|
Expiration
|
Have Not
|
Stock That
|
Have Not |
Rights That
|
||
Grant
|
Exercisable |
Unexercisable
|
Exercise
|
Date
|
Vested
|
Have Not
|
Vested
|
Have Not
|
|
Name
|
Date
|
(1)
|
(2)(3)
|
Price
|
(4)(5)
|
(6)(7)
|
Vested (9)
|
(8)
|
Vested (9)
|
Jeffrey M.
|
04/29/04
|
2,000
|
0
|
$59.85
|
04/29/14
|
||||
Grudzien
|
02/14/07
|
1,450
|
0
|
$52.51
|
02/14/17
|
||||
02/11/09
|
12,000
|
0
|
$23.86
|
02/11/19
|
|||||
02/10/10
|
11,500
|
5,750
|
$24.20
|
02/10/20
|
|||||
05/12/11
|
1,567
|
3,133
|
$47.89
|
05/12/21
|
|||||
02/09/12
|
0
|
6,400
|
$41.27
|
02/09/22
|
|||||
05/12/11
|
1,650
|
$101,475
|
|||||||
02/09/12
|
2,190
|
$134,685
|
|||||||
02/18/13
|
3,320
|
$204,180
|
|||||||
05/12/11
|
1,650
|
$101,475
|
|||||||
02/09/12
|
2,190
|
$134,685
|
|||||||
02/18/13
|
3,320
|
$204,180
|
|||||||
Gary M.
|
11/02/12
|
3,400
|
$209,100
|
||||||
Glandon
|
02/18/13
|
2,835
|
$174,353
|
||||||
02/18/13
|
2,835
|
$174,353
|
|||||||
Luc
|
02/10/10
|
17,800
|
0
|
$24.20
|
03/31/14
|
||||
Van
|
|||||||||
Eenaeme
|
(1)
|
Represents fully exercisable stock options.
|
(2)
|
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” on page 37 for more details.
|
(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 shall also immediately accelerate and vest in full if either the Company terminates his employment without cause or he resigns in connection with a Constructive Termination. These stock options will expire five years after any such employment termination or the tenth anniversary of the grant date, whichever is earlier.
|
(4)
|
All stock options have a ten year term subject to earlier termination as follows: the post-termination exercise period being the lesser 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.
|
(5)
|
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 (4) 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.
|
(6)
|
Represents 2011 and 2012 time-based restricted stock units that vest in full on the third anniversary of the grant date and 2013 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 2011 and 2012 grants, accelerated pro- rata 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. For the 2013 grant, accelerated pro-rata vesting only applies in the case of death or disability, and in certain cases, in connection with a Change in Control. See the discussion under “Potential Payments on Termination or Change in Control” on page 37.
|
(7)
|
With respect to Mr. Hoechner, 10,800 of the time-based restricted stock units granted to him on October 3, 2011 vest on the fourth anniversary of the grant date, provided that Mr. Hoechner is then employed by the Company, and the additional 10,800 time-based restricted stock units granted to him on October 3, 2011 vest in equal one-third increments on each of the first three anniversaries of the grant date, provided that Mr. Hoechner is employed by the Company on each such date. The same provisions governing accelerated vesting of stock options granted to Mr. Hoechner on October 3, 2011 also apply to the time-based restricted stock units awarded to him on that date.
|
(8)
|
Represents 2011, 2012, and 2013 performance-based restricted stock unit awards outstanding as of year-end 2013. The disclosed amount for the 2011 - 2013 grant, the 2012 - 2014 grant, and the 2013 - 2015 grant reflects a 100% payout based on the probable achievement of the performance objectives under these grants. Payment of shares earned based on performance generally requires that the executive remain employed on the last day of the performance period.
|
(9)
|
Calculation based on the closing price of the Company’s common stock of $61.50 per share at the Company’s 2013 fiscal year end.
|
Option Awards
|
Stock Awards
|
|||
Number of Shares
|
Value Realized Upon
|
Number of Shares
|
Value Realized Upon
|
|
Name
|
Acquired on Exercise
|
Exercise (1)
|
Acquired on Vesting
|
Vesting (2)
|
Bruce D. Hoechner
|
0
|
$0
|
0
|
$0
|
Dennis M. Loughran
|
7,433
|
$173,790
|
2,209
|
$135,854
|
Robert C. Daigle
|
40,250
|
$769,638
|
2,209
|
$135,854
|
Jeffrey M. Grudzien
|
22,533
|
$587,289
|
1,787
|
$109,901
|
Gary M. Glandon
|
0
|
$0
|
0
|
$0
|
Luc Van Eenaeme
|
78,550
|
$964,336
|
0
|
$0
|
(1)
|
Reflects the difference between the price of Rogers' stock at time of exercise and the exercise price of the option.
|
(2)
|
Reflects the value of performance-based restricted stock units granted in 2011 that were settled in shares on February 11, 2014 based on the closing price of $61.50 of Rogers’ stock on December 31, 2013, the last day of the performance period.
|
Present Value
|
Payments
|
|||
Number of Years
|
of Accumulated
|
During the Last
|
||
Name
|
Plan Name |
Credited Service
|
Benefit
|
Fiscal Year
|
Bruce D. Hoechner
(1)
|
Rogers Corporation Pension Plan |
-
|
-
|
-
|
Rogers Corporation Pension Restoration Plan
|
-
|
-
|
-
|
|
Dennis M. Loughran
|
Rogers Corporation Pension Plan |
8
|
$300,011
|
$0
|
Rogers Corporation Pension Restoration Plan
|
8
|
$81,745
|
$0
|
|
Robert C. Daigle
|
Rogers Corporation Pension Plan |
25
|
$706,927
|
$0
|
Rogers Corporation Pension Restoration Plan
|
25
|
$151,026
|
$0
|
|
Jeffrey M. Grudzien
|
Rogers Corporation Pension Plan |
13
|
$352,711
|
$0
|
Rogers Corporation Pension Restoration Plan
|
13
|
$21,810
|
$0
|
|
Gary M. Glandon
(1)
|
Rogers Corporation Pension Plan |
-
|
-
|
-
|
Rogers Corporation Pension Restoration Plan
|
-
|
-
|
-
|
|
Luc Van Eenaeme
(2)
|
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.
|
(2)
|
Mr. Van Eenaeme’s pension is covered under Belgian Pension law. Additional pension benefits are included under “WAP,” the law on extra pension, which is calculated as a percent of gross salary.
|
·
|
Base Benefit – 1.25% of the product of Average Monthly Compensation and Credited Service for periods after 2001;
|
·
|
Excess Benefit – 0.5% of Average Monthly Compensation in excess of 75% of Covered Compensation multiplied by
Credited Service for periods after 2001;
|
·
|
30 Year Service Benefit – 0.5% of Average Monthly Compensation for periods after 2001 multiplied by Credited
Service in excess of 30 years;
|
·
|
Prior Service Benefit – 55% of Average Monthly Compensation for periods before 2002 less 50% of the 12/31/2001
Social Security Benefit multiplied by the 12/31/2001 Year of Service Ratio and the Pay Ratio Increase;
|
·
|
12/31/2001 Year of Service Ratio – Years of Service as of December 31, 2001, divided by 30; and
|
·
|
Pay Ratio Increase – current Average Monthly Compensation divided by Average Monthly Compensation as of
12/31/2001.
|
·
|
Average Monthly Compensation for a salaried employee is based on the monthly base rate of salary in effect on June 1st
over a 10-year period. Average Monthly Compensation is equal to the highest five consecutive June 1st amounts
divided by 5. Bonuses and other incentive compensation are disregarded under the Pension Plan;
|
·
|
Credited Service means the period during which a participant is employed by Rogers as an eligible employee (rounded
up to the next highest whole number of years) as determined under tax-qualified plan rules; and
|
·
|
Covered Compensation is generally the average of the Social Security taxable wage base in effect for each calendar year
during the 35 year period ending with the last day of the calendar year in which the participant would have reached his
or her Social Security retirement age.
|
·
|
Single Life Annuity
|
·
|
Joint and Survivor Annuity (50%, 66 2/3%, 75% and 100%)
|
·
|
10 Year Certain Annuity
|
Executive
|
Registrant
|
Aggregate
|
|||
Contributions in
|
Contributions in
|
Aggregate
|
Aggregate
|
Balance at Last
|
|
the Last Fiscal
|
the Last Fiscal
|
Earnings in the
|
Withdrawals/
|
Fiscal Year
|
|
Name
|
Year
|
Year (1)
|
Last Fiscal Year (2)
|
Distributions (3)
|
Ending
|
Bruce D. Hoechner
|
$27,601
|
$8,252
|
$854
|
-
|
$65,048
|
Dennis M. Loughran
|
-
|
-
|
$84
|
$23,062
|
-
|
Robert C. Daigle
|
-
|
-
|
$84
|
$22,994
|
-
|
Jeffrey M. Grudzien
|
$4,000
|
$1,921
|
$92
|
$10,257
|
$5,015
|
Gary M. Glandon
|
$16,500
|
$700
|
$130
|
-
|
$17,331
|
Luc Van Eenaeme (4)
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Reflects 2013 matching credit on executive contributions in the last fiscal year.
|
(2)
|
Reflects interest accrued on all contributions in 2013.
|
(3)
|
Reflects withdrawals required under participant elections made before 2013.
|
(4)
|
Mr. Van Eenaeme was ineligible to participate in the Voluntary Deferred Compensation 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 beginning on page
34;
|
·
|
all accrued and vested benefits under the Voluntary Deferred Compensation Plan For Key Employees as described on
page 36;
|
·
|
all outstanding and vested equity awards granted under the Rogers’ equity compensation plans (except in the event of
termination for cause) – all outstanding awards as of December 31, 2013, are set forth beginning on page 31; 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;
|
·
|
with respect to the 2011 and 2012 grants only, 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 are issued with
respect to vested units at the end of the performance period;
|
·
|
with respect to the 2011 and 2012 grants only, 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.
|
·
|
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 period - shares with respect to vested units 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
|
|||
Total Severance with
|
|||
Length of Service
|
Basic Severance Pay
|
Additional Severance Pay
|
Signed Agreement
|
Under 6 months
|
4 weeks
|
2 weeks
|
6 weeks
|
6 months to under 1 year
|
4 weeks
|
4 weeks
|
8 weeks
|
1 year to under 4 years
|
4 weeks
|
6 weeks
|
10 weeks
|
4 years to under 7 years
|
4 weeks
|
8 weeks
|
12 weeks
|
7 years to under 21 years
|
4 weeks
|
8 weeks plus 2 weeks for each year of
|
Based on years of service
|
service over 6 years
|
|||
21 years and more
|
4 weeks
|
36 weeks plus 1 week for each year of
|
Based on years of service
|
service over 20 years
|
·
|
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
|
·
|
there is a 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, 2013, 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, 2013;
|
·
|
Time-based restricted stock units vested on December 31, 2013, due to double trigger vesting, death, disability, or
retirement or, solely in the case of Mr. Hoechner, a qualifying involuntary termination. The number of performance-
based restricted stock units that become earned and vested in connection with a double trigger vesting, death, disability
or retirement is based on the probable level of achievement as of December 31, 2013; and
|
·
|
The value of each vested time-based restricted stock unit and vested performance-based restricted stock unit is estimated
at $61.50 per share.
|
·
|
All amounts, if any, under Rogers’ AICP were earned for 2013 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 2014 are based on rates for 2014. However, benefit
continuation costs for the medical plan for 2015 and 2016 include a 9.5% increase and the dental plan for 2015 – 2016
includes a 5.5% increase based on projected trends provided by an outside consultant. The life insurance cost did not
increase.
|
POST TERMINATION TABLE
|
||||||||
Termination by Rogers
|
||||||||
without Cause or by
|
||||||||
Termination by Rogers
|
Constructive Termination
|
Termination Due to
|
Termination Due to
|
|||||
without Cause absent a CIC
|
on or after a CIC
|
Death or Disability
|
Retirement
|
|||||
Summary of Separation Benefits
|
Proxy Reported Values
|
Proxy Reported Values
|
Proxy Reported Values
|
Proxy Reported Values
|
||||
Bruce D. Hoechner
|
||||||||
Cash Severance
|
$865,385
|
(1)
|
$2,312,500
|
(4)
|
$0
|
(10)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$1,311,030
|
(2)
|
$2,361,657
|
(5)
|
$2,284,669
|
(11)
|
$0
|
(12)
|
Benefits Continuation
|
$46,236
|
(3)
|
$66,010
|
(6)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$0
|
(7)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(8)
|
$0
|
$0
|
|||
280G Payment Reduction
|
$0
|
($1,178,935)
|
(9)
|
$0
|
$0
|
|||
Total Pre-Tax Payment
|
$2,222,650
|
$3,569,733
|
$2,284,669
|
$0
|
||||
Dennis M. Loughran
|
||||||||
Cash Severance
|
$101,538
|
(1)
|
$1,237,500
|
(4)
|
$0
|
(10)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$1,239,150
|
(5)
|
$1,128,511
|
(11)
|
$1,128,511
|
(12)
|
|
Benefits Continuation
|
$8,186
|
(3)
|
$65,732
|
(6)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$157,865
|
(7)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(8)
|
$0
|
$0
|
|||
280G Payment Reduction
|
$0
|
($26,073)
|
(9)
|
$0
|
$0
|
|||
Total Pre-Tax Payment
|
$109,724
|
$2,682,674
|
$1,128,511
|
$1,128,511
|
||||
Robert C. Daigle
|
||||||||
Cash Severance
|
$284,846
|
(1)
|
$1,240,060
|
(4)
|
$0
|
(10)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$1,231,360
|
(5)
|
$1,121,505
|
(11)
|
$0
|
(12)
|
|
Benefits Continuation
|
$23,516
|
(3)
|
$65,682
|
(6)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$303,935
|
(7)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(8)
|
$0
|
$0
|
|||
280G Payment Reduction
|
$0
|
($186,485)
|
(9)
|
$0
|
$0
|
|||
Total Pre-Tax Payment
|
$308,362
|
$2,663,052
|
$1,121,505
|
$0
|
||||
Jeffrey M. Grudzien
|
||||||||
Cash Severance
|
$150,769
|
(1)
|
$1,015,000
|
(4)
|
$0
|
(10)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$998,340
|
(5)
|
$909,098
|
(11)
|
$0
|
(12)
|
|
Benefits Continuation
|
$14,141
|
(3)
|
$64,878
|
(6)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$199,590
|
(7)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(8)
|
$0
|
$0
|
|||
280G Payment Reduction
|
$0
|
($455,832)
|
(9)
|
$0
|
$0
|
|||
Total Pre-Tax Payment
|
$164,910
|
$1,830,476
|
$909,098
|
$0
|
||||
Gary M. Glandon
|
||||||||
Cash Severance
|
$385,000
|
(1)
|
$962,500
|
(4)
|
$0
|
(10)
|
$0
|
|
Accelerated Vesting of Unvested Equity
|
$0
|
$441,570
|
(5)
|
$451,964
|
(11)
|
$0
|
(12)
|
|
Benefits Continuation
|
$0
|
(3)
|
$65,044
|
(6)
|
$0
|
$0
|
||
Retirement Benefits
|
$0
|
$0
|
(7)
|
$0
|
$0
|
|||
Outplacement Services
|
$0
|
$8,500
|
(8)
|
$0
|
$0
|
|||
280G Payment Reduction
|
$0
|
($419,142)
|
$0
|
$0
|
||||
Total Pre-Tax Payment
|
$385,000
|
$1,058,472
|
$451,964
|
$0
|
(1)
|
Messrs. Loughran, Daigle and Grudzien are eligible to receive cash severance benefits (base salary only) under Rogers’ Severance Pay Plan for Exempt Salaried Employees, while Mr. Hoechner is eligible to receive severance benefits under his offer letter and Mr. Glandon is eligible to receive severance benefits (which includes annual bonus at target) under a Severance Agreement which was executed upon hire. The severance period (assuming the executive signs a General Release and Settlement Agreement) for these executives is 14, 45, 28, 90 and 52 weeks, respectively. In the case of Mr. Hoechner, a Constructive Termination before a Change in Control triggers severance benefits under the Severance Policy.
|
(2)
|
Reflects the in-the-money value of stock options and value of time-based restricted stock units (based on a stock price of $61.50 as of December 31, 2013) granted to Mr. Hoechner on October 3, 2011 in connection with commencing employment with Rogers.
|
(3)
|
Reflects Rogers' cost to provide Messrs. Hoechner, Loughran, Daigle, Grudzien and Glandon 52, 14, 45, 28 and 52 weeks, respectively, of continued medical, dental, vision, and life insurance under the Severance Policy.
|
(4)
|
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 2013 for services in 2012). No pro-rata AICP payment is reflected in this calculation – AICP payments are fully earned by remaining employed until December 31, 2013.
|
(5)
|
Represents the in-the-money value of all unvested and outstanding stock options based on a stock price of $61.50 as of December 31, 2013. 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 executive’s period of employment and performance achieved (as determined by the Compensation and Organization Committee) during the performance period. The data reflects acceleration of the 2012 and 2013 performance-based restricted stock units on a pro-rata basis assuming a 115.1% and 100% performance achievement, respectively, as of December 31, 2013. This amount does not reflect the value of all vested and outstanding equity awards as set forth on the “Outstanding Equity Awards at End of Fiscal Year 2013."
|
(6)
|
Represents the cost to the Company of providing medical, dental, and life insurance for two and one-half years.
|
(7)
|
Represents the incremental benefits provided under the Rogers Corporation Pension Restoration Plan.
|
(8)
|
Represents the present value of 6 months of outplacement services.
|
(9)
|
Represents the estimated reduction as of December 31, 2013 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.
|
(10)
|
No pro-rata AICP payment is reflected in this estimate – AICP payments are fully earned by remaining employed until December, 31, 2013.
|
(11)
|
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, 2013) 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.
|
(12)
|
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, 2013) and (iii) the fair market value of the time-based restricted stock units that are subject to accelerated vesting in the case of retirement. Only Mr. Loughran was eligible for retirement as of December 31,
2013.
|
·
|
Increasing the Company’s net sales;
|
·
|
Achieving a target level of earnings (including gross earnings; earnings before certain deductions, such as interest,
taxes, depreciation, or amortization; or diluted earnings per share);
|
·
|
Achieving a target level of income (including net income or income before consideration of certain factors, such as
overhead) or a target level of gross profits for the Company, an affiliate, or a business unit;
|
·
|
Achieving a target return on the Company’s (or an affiliate’s) sales, revenues, capital, assets, or shareholders’ equity;
|
·
|
Maintaining or achieving a target level of appreciation in the price of the Company’s shares;
|
·
|
Increasing the Company’s (or an affiliate’s) market share to a specified target level;
|
·
|
Achieving or maintaining a share price that meets or exceeds the performance of specified stock market indices or other
benchmarks over a specified period;
|
·
|
Achieving a level of share price, earnings, or income performance that meets or exceeds performance in comparable
areas of peer companies over a specified period;
|
·
|
Achieving specified reductions in costs or targeted levels in costs;
|
·
|
Achieving specified improvements in collection of outstanding accounts or specified reductions in non-performing
debts; and
|
·
|
Achieving a level of free cash flow.
|
·
|
Introducing one or more products into one or more new markets;
|
·
|
Acquiring a prescribed number of new customers in a line of business;
|
·
|
Achieving a prescribed level of productivity within a business unit;
|
·
|
Completing specified projects within or below the applicable budget;
|
·
|
Completing acquisitions of other businesses or integrating acquired businesses;
|
·
|
Expanding into other markets; and
|
·
|
Safety measures.
|
·
|
Drive shareholder value
|
|
Equity grants are an essential component of our executive compensation philosophy as described in the CD&A and
allow us to provide rewards for increases in shareholder value creation.
|
·
|
Attract and retain critical talent
|
|
Additional shares are needed to provide the Board of Directors and management with a significant tool for attracting
key talent and retaining our most valued employees.
|
·
|
Further align interests of key performers with shareholders
|
|
Equity grants remain a significant part of our compensation package so that key performers are put in a position similar
to our shareholders.
|
Equity Plan Share Reservation
|
|
Share Reserve
|
Number of Shares
|
Total shares under the 2009 Plan
|
1,775,000
|
Shares added in 2011
|
415,000
|
Shares added in 2012
|
500,000
|
Total number of equity awards granted (net of lapsed awards) through March 1, 2014
|
1,213,420
|
Remaining shares available for equity awards as of March 1, 2014
|
338,012
|
Additional shares being requested for the 2009 Plan
|
800,000
|
Total shares available for grant if amendment is approved
|
1,138,012
|
2013
|
2012
|
2011
|
Average
|
|
(%)
|
(%)
|
(%)
|
(%)
|
|
Dilution
|
0.9
|
0.6
|
1.2
|
0.9
|
Burn Rate
|
1.2
|
0.8
|
1.3
|
1.1
|
Overhang
|
6.3
|
8.1
|
6.9
|
7.1
|
Equity Compensation Plan Information as of December 31, 2013
|
||||||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Number of securities
|
||||||||||||
remaining available for
|
||||||||||||
Number of securities to
|
Weighted average
|
future issuance under
|
||||||||||
Plan Category
|
be issued upon exercise
|
exercise price of
|
each equity compensation
|
|||||||||
of outstanding options,
|
outstanding options,
|
plan excluding securities
|
||||||||||
warrants and rights (5)
|
warrants and rights (5)
|
referenced in column (a)
|
||||||||||
(6) | ||||||||||||
Equity Compensation Plans Approved by Security Holders
|
||||||||||||
Rogers Corporation 1988 Stock Option Plan
|
18,000 | 58.96 | - | |||||||||
Rogers Corporation 1994 Stock Compensation Plan
|
10,525 | 58.05 | - | |||||||||
Rogers Corporation 1998 Stock Incentive Plan
|
47,519 | 49.24 | - | |||||||||
Rogers Corporation 2005 Equity Compensation Plan
|
291,473 | 46.53 | - | |||||||||
Rogers Corporation 2009 Long-Term Equity Compensation Plan
|
319,214 | 32.18 | 479,307 | |||||||||
Rogers Corporation Global Stock Ownership Plan For Employees (1)
|
- | - | 181,617 | |||||||||
Equity Compensation Plans Not Approved by Security Holders
|
||||||||||||
Rogers Corporation 1990 Stock Option Plan (2)
|
183,208 | 52.98 | - | |||||||||
Rogers Corporation Stock Acquisition Program (3)
|
- | - | 120,883 | |||||||||
Inducement Awards for the CEO when he joined Rogers (4)
|
23,200 | 37.05 | - | |||||||||
Total (5)
|
893,139 | 43.01 | 781,807 |
(1)
|
This is an employee stock purchase plan within the meaning of Section 432(b) of the Internal Revenue Code of 1986, as amended.
|
(2
|
The Rogers Corporation 1990 Stock Option Plan was adopted in 1990 to award certain key employees of Rogers with stock option grants. Under this plan, options generally have an exercise price equal to at least the fair market value of Rogers' stock as of the date of grant. Regular options generally have a ten-year life and generally vest in one-third increments on the second, third and fourth anniversary dates of the grant, except for the grants made to most employees in 2004 and 2005. Such 2004 and 2005 stock options were immediately vested upon grant, but any shares acquired upon option exercise during the first four years after the grant date could not be sold during the four year period if the individual was still actively employed at Rogers. Termination of employment because of retirement, or for certain other reasons, may shorten the vesting schedule, the expiration date or eliminate the aforementioned sales restriction.
|
(3)
|
The purpose of the Stock Acquisition Program is to enable non-management directors and executive officers to acquire shares of Rogers' common stock in lieu of cash compensation at the then current fair market value of such common stock. (4) Bruce D. Hoechner was granted three equity awards when he joined Rogers Corporation as its new President and Chief Executive Officer in October of 2011. This consisted of two time-based restricted stock unit awards with different vesting schedules and the non-qualified stock option, shown in the table above. The Board of Directors (including a majority of its independent directors) approved these equity inducement awards in reliance on an employment inducement exception to shareholder approval provided for in the New York Stock Exchange governance rules.
|
(5)
|
Does not include deferred stock units, restricted stock or phantom stock units. As of 12/31/2013, 33,250 shares were reserved for deferred stock unit awards, 387,467 shares were reserved for restricted stock awards and 14,558 shares were reserved for phantom stock units related to the deferral of compensation ultimately to be paid in Rogers stock.
|
(6)
|
On May 7, 2009, stockholders approved the Rogers Corporation 2009 Long-Term Equity Compensation Plan and as of that date no further equity awards will be made pursuant to the provisions of the Rogers Corporation (i) 1988 Stock Option Plan, (ii) 1994 Stock Compensation Plan, (iii) 1998 Stock Incentive Plan, (iv) 2005 Equity Compensation Plan and (v) 1990 Stock Option Plan. For this reason a zero (i.e. a dash) appears in the applicable rows of this column. The number for the 2009 Long-Term Equity Compensation Plan has been reduced by shares reserved for restricted stock awards and deferred stock units.
|
·
|
Committee Independence
: The 2009 Plan is administered by the Compensation and Organization Committee, which is
composed solely of independent directors.
|
·
|
No Discounted Options or Stock Appreciation Rights (SARs)
. Stock options and SARs may not be granted with exercise
prices lower than the market value of the underlying shares on the grant date.
|
·
|
Option and SAR Terms
: Stock options and stock appreciation rights granted under the 2009 Plan have a maximum term
of 10 years.
|
·
|
No Repricing Without Shareholder Approval
. Other than typical adjustments for a stock incentive plan in connection
with a reorganization or a corporate transaction, the Company will not, without Shareholder approval, reduce the
purchase price of such stock option or SAR and will not exchange such stock option or SAR for a new award with a
lower (or no) purchase price or for cash.
|
·
|
No liberal change in control definition
. The 2009 Plan does not contain a liberal change in control definition.
|
·
|
No Automatic Vesting and Payout of Awards on Change in Control
. The 2009 Plan will not automatically provide for
full vesting and maximum payment of equity awards upon a change in control.
|
·
|
No Transferability
. Awards generally may not be transferred, except by will or the laws of descent and distribution,
unless approved by the Committee.
|
·
|
Performance-Based Compensation
: The 2009 Plan allows, but does not require, certain awards to be structured as
performance-based compensation in order to obtain favorable tax treatment under Section 162(m) of the Internal
Revenue Code.
|
·
|
No Evergreen Provision
. The 2009 Plan does not contain an “evergreen” feature pursuant to which the shares authorized
for issuance under the 2009 Plan can be automatically replenished.
|
·
|
No Automatic Grants
. The 2009 Plan does not provide for automatic grants to any participant.
|
·
|
No Tax Gross-ups
. The 2009 Plan does not provide for any tax gross-ups.
|
·
|
Achieving a target return on the Company’s (or an affiliate’s) sales, revenues, capital, assets, or stockholders’
equity;
|
·
|
Increasing the Company’s net sales;
|
·
|
Achieving a target level of earnings (including gross earnings; earnings before certain deductions, such as
interest, taxes, depreciation, or amortization; or diluted earnings per share);
|
·
|
Maintaining or achieving a target level of appreciation in the price of the shares;
|
·
|
Increasing the Company’s (or an affiliate’s) market share to a specified target level;
|
·
|
Achieving or maintaining a share price that meets or exceeds the performance of specified stock market indices
or other benchmarks over a specified period;
|
·
|
Achieving a level of Share price, earnings, or income performance that meets or exceeds performance in
comparable areas of peer companies over a specified period;
|
·
|
Achieving specified reductions in costs or targeted levels in costs;
|
·
|
Achieving specified improvements in collection of outstanding accounts or specified reductions in non-
performing debts; and
|
·
|
Achieving a level of cash flow, funds from operations or similar measure.
|
·
|
Introducing one or more products into one or more new markets;
|
·
|
Acquiring a prescribed number of new customers in a line of business;
|
·
|
Achieving a prescribed level of productivity within a business unit;
|
·
|
Completing specified projects within or below the applicable budget;
|
·
|
Acquiring other businesses or integrating acquired businesses;
|
·
|
Expanding into other markets; and
|
·
|
Safety measures.
|
2013
|
2012
|
|
Audit Fees
(1)
|
$2,401,334
|
$1,887,542
|
Audited-Related Fees
(2)
|
15,000
|
104,452
|
Tax Fees
(3)
|
27,735
|
54,734
|
All Other Fees
(4)
|
-
|
-
|
Total
|
$2,444,069
|
$2,046,728
|
(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 Ernst & Young LLP in connection with statutory and regulatory filings or engagements.
|
Amounts for both 2012 and 2013 also include fees for the required audits of the Company’s internal control over financial reporting. Fees paid for the internal control over financial reporting audits were $478.500 in 2012 and $669,179 in 2013.
|
|
(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 and employee benefit plan audits.
|
(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.
|
·
|
a member of the Board of Directors;
|
·
|
a nominee for the Board of Directors;
|
·
|
an executive officer;
|
·
|
a person who beneficially owns more than 5% of Rogers’ common stock; or
|
·
|
any immediate family member of any of the people listed above.
|
·
|
whether the transaction is on terms no less favorable to Rogers than terms generally available from an unaffiliated third
party under the same or similar circumstances;
|
·
|
whether the transaction is material to Rogers;
|
·
|
the role that the related party has played in arranging the transaction; and
|
·
|
the extent of the related party’s interest in the transaction.
|
·
|
executive officer compensation;
|
·
|
director compensation;
|
·
|
grants of awards to executive officers or directors pursuant to the Company’s incentive compensation plans;
|
·
|
certain transactions with other companies;
|
·
|
certain Company charitable contributions;
|
·
|
transactions where all shareholders receive proportional benefits; and
|
·
|
transactions involving competitive bids.
|
1.1
|
Fiscal year of Rogers Corporation (the “Company”). |
2.1
|
Those managers and professionals who directly affect the profitability of the Company are eligible for nomination as Participants in this Plan. Participants for each Plan Year must be approved by the Company’s Chief Executive Officer (the “CEO”). Sales Engineers, Regional Sales Managers, and any other employees who are eligible for commissions or similar incentive compensation plans are excluded from this Plan. Exceptions to this may be approved by the CEO.
|
The CEO’s participation in this Plan shall be governed by the terms and conditions of Appendix A to this Plan. No other employee of the Company shall receive a bonus under Appendix A of this Plan.
|
|
2.2
|
Nothing contained in this Plan shall prohibit the Company or any of its subsidiaries from establishing any other bonus or incentive compensation plans providing for the payment of bonuses or other forms of incentive compensation to employees (including Participants).
|
3.1
|
Upon achievement of targeted financial goals, Participants will be eligible for a specified Target Award. Target Awards by Participant group are as follows:
|
Target Award
|
|
As a Percent
|
|
of Base
|
|
Position
|
Salary
|
Division Vice President’s, Board Appointed Officers, and other Corporate Executives
|
|
(other than the CEO)
|
25% to 55%
|
Other Division and Corporate Participants
|
5% – 25%
|
4.1
|
Each Plan Year, a set percentage of the Participant’s Target Award will be determined by Corporate performance and another set percentage will be determined by Division performance. In general, those Participants whose actions affect the entire Company will have a higher Corporate performance weighting while those whose actions have a greater impact on an individual Division will have a higher Division performance weighting.
|
4.2
|
Performance weights by Participant group are as follows:
|
Rogers
|
Weighted Average
|
Divisional
|
Divisional
|
||
Rogers Sales
|
Earning Per
|
Division Profit
|
Sales
|
Profit
|
|
Position
|
Performance
|
Share
|
Performance [2]
|
Performance
|
Performance
|
Board Appointed Officers
|
|||||
(other than the CEO)[1]
|
50%
|
50%
|
|||
Other Corporate
|
|||||
Participants
|
50%
|
25%
|
25%
|
||
Other Division Participants
|
15%
|
15%
|
35%
|
35%
|
1.
|
Excluding the CEO
|
2.
|
“The Weighted Average Division Profit Performance (WADPP) portion for each Corporate Report will be determined by multiplying 25% of his or her Target Award by the result obtained by the Weighted Average Division Profit Performance (WADDP%). WADDP% is calculated as follows:
|
A.
|
(Division Sales Target / Rogers Sales Target) = Division Weighting %
|
B.
|
Division Weighting % * Division Profit Attainment % = Division Weighted Attainment %
|
C.
|
Sum of All Divisions’ (Division Weighted Attainment %) = WADPP%
|
4.3
|
The Corporate portion of a Participant’s annual incentive award is based on two performance criteria, sales and earnings per share (“EPS”). Each performance criteria shall be equally weighted 50%. Goals will be established for each of these performance criteria at the beginning of each Plan Year by the Compensation and Organization Committee of the Board of Directors (the “Committee”) and expressed in an award schedule that prescribes the percentage of Corporate Target Award paid out at each level of performance achievement.
|
4.4
|
The Divisional portion of a Participant’s annual incentive award is based on Division profit (operating profit before Corporate charges). Performance goals will be established at the beginning of each Plan Year by the CEO, and expressed in an award schedule that prescribes the percentage of the Division Target Award paid out at each level of performance achievement.
|
4.5
|
Calculations of the actual percentage of Corporate and Division Target Awards will be made by interpolating between points on the Performance Measurement Schedule.
|
4.6
|
Soon after the end of the Plan Year, the CEO will evaluate how well each Division accomplished its objective(s). The CEO may alter the division bonus pool on the basis of that evaluation, as he deems appropriate.
|
5.1
|
Each year the Committee will establish annual Performance Targets. The general principles for establishing Annual Performance Targets will be that the previous year’s diluted earnings per share results will be the threshold for beginning to earn a bonus for the following Plan Year. At approximately the 10% EPS improvement level a 100% target bonus will be earned, and at approximately a 20% EPS improvement level a 200% target bonus will be earned.
Then, at approximately a 30% EPS improvement level a 250% target bonus will be earned, and at approximately a 40% EPS improvement level the maximum 300% target bonus will be earned. (See section 6.2 for maximum payment under this Plan.)
|
|
|
5.2
|
Changes or exceptions to the general principles for establishing Annual Performance Targets based on economic or other factors must be made by the Compensation and Organization Committee.
|
6.1
|
The annual bonus award for any Participant will be limited to 200% of his or her Target Award.
|
6.2
|
Except as noted below, the maximum amount of the incentive bonus pool, including payments made to non-participants under this Plan, will be limited to 20% of profit or $250,000, whichever is more. Such profit is calculated before deductions for taxes and bonuses. If the calculation of awards indicates that these limits will be exceeded, awards will be reduced proportionally to conform to the limit.
|
7.1
|
Managers may recommend to the CEO that Participants’ awards in their respective Divisions or Corporate Departments be modified to reflect individual performance differences.
|
7.2
|
The CEO has the right to modify or eliminate the total annual incentive award for any Participant to reflect individual performance differences.
|
8.1
|
In comparing actual performance against the performance goals, management may exclude from such comparison any extraordinary or nonrecurring gains, losses, charges, or credits that appear on the Company’s books and records, as it deems appropriate.
|
8.2
|
An extraordinary or nonrecurring item may include, without limiting the generality of the foregoing, an item in the Company’s financial statements reflecting a change in an accounting rule or methodology, tax law, or actuarial assumption, not taken into consideration in the establishment of performance goals, or other unusual non-reoccurring expenses or income. The Committee must approve this adjustment.
|
9.1
|
An individual, who is made a Participant in the Plan after the beginning of the Plan Year, but before October 1st of that year, may receive a prorated award based on the number of full weeks of eligibility during the Plan Year. Individuals hired after October 1st normally will not participate in the Plan that year.
|
9.2
|
If a Participant’s employment is terminated during a Plan Year because of death, disability, or normal retirement, a tentative award will be determined based on performance as of the end of the Plan Year. The final award will be prorated by multiplying the tentative award by the number of full weeks of employment divided by fifty-two.
|
9.3
|
If a Participant’s employment is terminated involuntarily, not for cause, the Participant may be paid a prorated bonus if approved by the CEO.
|
10.1
|
All awards will be paid in cash, less withholding requirements, as soon as possible following the end of the Plan Year, but not later than the March 15th following the end of the Plan Year. However, the CEO may request authorization from the Compensation and Organization Committee of the Board of Directors to pay a portion of the estimated Plan Year’s awards before the end of the Plan Year.
|
11.1
|
For each Division or Corporate Department that earns an award under this Plan, a pool will be created for distribution to non-Participants in that Division or Corporate Department only. Such pool will be equal to 1.0% of the aggregate annual salaries of the non-Participants, exempt from the payment of overtime and who are not paid overtime by Company policy or practice, in that Division or Corporate Department at the end of the Plan Year. Such pool will be adjusted up or down to the award earned in that Division or Corporate Department. The Division Manager or the Corporate Department Vice President will determine the recipients and amounts of such bonuses subject to the approval of the CEO. These bonuses are intended for non-Participants who have made significant contributions to the success of the Division or Corporate Department during the Plan Year; this bonus pool is not intended for distribution to all non- Participants in the unit. Any undistributed funds from this pool will be returned to the Company and may not be distributed to other units.
|
11.2
|
For each Corporate Department, a pool will be created for distribution to exempt and non-exempt non-participants equal to 1% of their aggregate annual salaries. This pool represents a gainsharing bonus for the Corporate staff employees and is based on the overall Division Performance (defined in section 4.2). Each Corporate Department Vice President will determine the recipients for their department, and amounts of such bonus subject to the approval of the CEO.
|
1.
|
PURPOSE
|
The annual incentive compensation payable to the Chief Executive Officer (“CEO”) of the Company under the Plan
shall be governed by this Appendix A. In addition, the Committee may designate in its discretion other executive
officers participant in the Plan to receive awards that will be governed by this Appendix A form time to time. Amounts
paid under this Appendix A are intended to constitute “performance based compensation” within the meaning of
Section 162(m) of the Code. In the event of any conflict between the Plan and this Appendix A, the terms of this
Appendix A shall govern. Defined terms shall have the meaning set forth in the Plan except as stated to the contrary in
this Appendix A.
|
|
2.
|
DEFINITIONS
|
For purposes of this Appendix A, the following terms have the meanings set forth below.
|
|
“Award” shall mean the amount payable to a Participant as determined by the Committee in accordance with this
Appendix A as an incentive bonus for any one or more Plan Years.
|
|
“Base Amount” shall have the meaning ascribed thereto in Section 4(b) hereof.
|
|
“Base Salary Percentage” shall have the meaning ascribed thereto in Section 4(c) hereof. “Board” shall mean the Board
of Directors of the Company.
|
|
“Code” shall mean the Internal Revenue Code of 1986, as amended, and references to particular provisions of the Code
shall include any amendments thereto or successor provisions and any final, temporary or proposed rules and
regulations promulgated thereunder.
|
|
“Committee” shall mean the Compensation and Organization Committee of the Board or any other duly established
committee or subcommittee of the Board, in each case satisfying the requirements of Section 162(m)(4)(C) of the Code
that the Board hereinafter determines shall act as the Committee for purposes of this Appendix A.
|
|
“Participant” shall mean the Company’s Chief Executive Officer.
|
|
“Performance Goals” shall have the meaning ascribed thereto in Section 4(a) hereof.
|
|
“Target” shall have the meaning ascribed thereto in Section 4(a) hereof.
|
|
3.
|
ADMINISTRATION
|
This Appendix A shall be administered by the Committee, which shall have full authority to interpret this Appendix A,
to establish rules and regulations relating to the operation of this Appendix A, to determine the amount of any Awards
(subject to the terms and conditions hereof) and to make all other determinations and take all other actions necessary or
appropriate for the proper administration of this Appendix A. The Committee’s interpretation of this Appendix A, and
all actions taken within the scope of its authority, shall be final and binding on the Company, any Participants and
former Participants or their designated beneficiaries.
|
|
4.
|
DETERMINATION OF TARGET, BASE AMOUNT AND BASE SALARY PERCENTAGE
|
The Committee shall establish the Targets, Performance Goals for each Plan Year or Years no later than 90 days after
the first day of the Plan Year or Years or, if sooner, within the first 25% of the Plan Year or Years (the “Determination
Date”), provided, however, that the Committee must determine that, as of the date the Targets and Performance Goals
are established, it is substantially uncertain whether such Targets and Performance Goals will be achieved. At such
time the Committee shall adopt in writing, with respect to the Participant, each of the following:
|
(a)
|
one or more Targets, which shall be equal to a desired level or levels for any Plan Year or Years of any
combination of any the following Performance Goals, which may be absolute in their terms or measured
against or in relationship to other companies comparably, similarly or otherwise situated or other external or
internal measures and may include or exclude extraordinary charges, losses from discontinued operations,
restatements and accounting changes and other unplanned special charges such as restructuring expenses,
acquisitions, acquisition expenses (including without limitation expenses related to goodwill and other
intangible assets), stock offerings, stock repurchases and strategic loan loss provisions. Permissible
Performance Goals include any one or more of the following or combination thereof which may be applicable
on a Company-wide basis and/or with respect to operating units, divisions, subsidiaries, acquired businesses,
minority investments, partnerships, or joint ventures:
|
||
(i)
|
General Financial Objectives
:
|
||
(A)
|
Increasing the Company’s net sales;
|
||
(B)
|
Achieving a target level of earnings (including gross earnings; earnings before certain
deductions, such as interest, taxes, depreciation, or amortization; or diluted earnings per
share);
|
||
(C)
|
Achieving a target level of income (including net income or income before consideration of
certain factors, such as overhead) or a target level of gross profits for the Company, an
affiliate, or a business unit;
|
||
(D)
|
Achieving a target return on the Company’s (or an affiliate’s) sales, revenues, capital, assets,
or stockholders’ equity;
|
||
(E)
|
Maintaining or achieving a target level of appreciation in the price of the Company’s shares;
|
||
(F)
|
Increasing the Company’s (or an affiliate’s) market share to a specified target level;
|
||
(G)
|
Achieving or maintaining a share price that meets or exceeds the performance of specified
stock market indices or other benchmarks over a specified period;
|
||
(H)
|
Achieving a level of share price, earnings, or income performance that meets or exceeds
performance in comparable areas of peer companies over a specified period;
|
||
(I)
|
Achieving specified reductions in costs or targeted levels in costs;
|
||
(J)
|
Achieving specified improvements in collection of outstanding accounts or specified
reductions in non- performing debts; and
|
||
(K)
|
Achieving a level of cash flow.
|
||
(ii)
|
Operational Objectives
:
|
||
(A)
|
Introducing one or more products into one or more new markets;
|
||
(B)
|
Acquiring a prescribed number of new customers in a line of business;
|
||
(C)
|
Achieving a prescribed level of productivity within a business unit;
|
||
(D)
|
Completing specified projects within or below the applicable budget;
|
||
(E)
|
Completing acquisitions of other businesses or integrating acquired businesses;
|
||
(F)
|
Expanding into other markets; and
|
(G)
|
Safety measures.
|
||
(iii)
|
And any other criteria established by the Committee (but only if such other criteria are approved by
the
Company’s stockholders).
|
||
(b)
|
a Base Amount, with respect to each Target, based upon one or more Performance Goals, representing a minimum amount which, if not exceeded, would result in no Award being made to the Participant; and
|
(c)
|
a Base Salary Percentage, representing the percentage of the Participant’s base salary in effect at the time a Target is established, which shall be payable as an Award in the event that 100% of the Participant’s Target is achieved. It is anticipated that the Base Salary Percentage shall range from 75% to 100% of the Participant’s the current base salary.
|
(a)
|
Unless otherwise determined by the Committee, the Participant shall have the right to receive prorated payment of any Award if the Participant is not in the employ of the Company or its subsidiaries through the end of the Plan Year or Years relating to such Award.
|
(b)
|
The maximum amount that may be paid to a Participant pursuant to any Award with respect to a Plan Year shall not exceed $2,500,000.
|
(c)
|
The Committee may, in its sole discretion, decrease the Award payable to the Participant to reflect the individual performance and contribution of, and other factors relating to, such Participant. The determination of the Committee shall be final and conclusive.
|
(a)
|
This Appendix A is not a contract between the Company and any Participant or other employee. No Participant or other employee shall have any claim or right to be paid an Award under this Appendix A until the amount of such Award shall have been determined and certified in accordance with Section 5 hereof.
Neither the establishment of this Appendix A, nor any action taken hereunder, shall be construed as giving the Participant any right to remain in the employ of the Company or its subsidiaries for any period. Nothing contained in this Appendix A shall limit the ability of the Company to make payments or awards to employees under any other plan, agreement or arrangement.
|
(b)
|
The Participant’s right and interest in any Award under this Appendix A may not be assigned or transferred, except as provided in Section 8 hereof, and any attempted assignment or transfer shall be null and void and shall permit the Committee, in its sole discretion, to extinguish the Company’s obligation under this Appendix A to pay any Award with respect to such Participant.
|
(c)
|
The Company shall have the right to deduct at the time of payment of any Award any amounts required by law to be withheld for the payment of taxes or otherwise.
|
(d)
|
If any provision of this Appendix A is found to be illegal or invalid or would cause any Award not to constitute performance based compensation under Section 162(m)(4)(C) of the Code, the Committee shall have discretion to sever that provision from this Appendix A and, thereupon, such provision shall not be deemed to be a part of this Appendix A.
|
·
|
Achieving a target return on the Company’s (or an Affiliate’s) sales, revenues, capital, assets, or shareholders’ equity;
|
·
|
Increasing the Company’s net sales;
|
·
|
Achieving a target level of earnings (including gross earnings; earnings before certain deductions, such as
interest, taxes, depreciation, or amortization; or diluted earnings per share);
|
·
|
Achieving a target level of pre-tax or after-tax income (including net income or income before consideration of certain factors, such as overhead) or a target level of gross profits for the Company, an Affiliate or a business unit;
|
·
|
Maintaining or achieving a target level of appreciation in the price of the Shares;
|
·
|
Increasing the Company’s (or an Affiliate’s) market share to a specified target level;
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Achieving or maintaining a Share price that meets or exceeds the performance of specified stock market
indices or other benchmarks over a specified period;
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Achieving a level of Share price, earnings, or income performance that meets or exceeds performance in comparable areas of peer companies over a specified period;
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Achieving specified reductions in costs or targeted levels in costs;
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Achieving specified improvements in collection of outstanding accounts or specified reductions in non-
performing debts;
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Achieving a level of cash flow, funds from operations or similar measure and
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Introducing one or more products into one or more new markets;
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Acquiring a prescribed number of new customers in a line of business;
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Achieving a prescribed level of productivity within a business unit;
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Completing specified projects within or below the applicable budget;
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Acquiring other businesses or integrating acquired businesses;
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Expanding into other markets; and
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Safety measures.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M67112-P47421
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY |
The Board of Directors recommends a vote FOR proposals 2, 3, 4 and 5.
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For | Against |
Abstain
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2.
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o | o | o | |
3.
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To vote on re-approval of the material terms permitted for performance goals that may be used under the Annual Incentive
Compensation Plan for the purposes of compensation deductibility under Section 162(m) of the Internal Revenue Code. |
o | o | o |
4.
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To approve an amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan to increase the number of
shares of stock issuable thereunder from 1,775,000 to 2,575,000 and to re-approve the material terms of the performance goals under the 2009 Long-Term Equity Compensation Plan for purposes of compensation deductibility under Section 162(m) of the Internal Revenue Code. |
o | o | o |
5.
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To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Rogers Corporation for the
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fiscal year ending December 31, 2014.
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o | o | o | |
6.
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To transact such other business as may properly come before the meeting or any adjournment thereof.
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For address change/comments, mark here. |
o
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(see reverse for instructions)
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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∇
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Please detach and mail in the envelope provided only IF you are not voting via telephone or Internet.
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∇
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M67113-P47421
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Address Changes/Comments: _______________________________________________________________ | ||
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