0000084748false00000847482024-08-062024-08-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 6, 2024
ROGERS CORPORATION
(Exact name of registrant as specified in its charter)
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| Massachusetts |
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1-4347 |
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06-0513860 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2225 W. Chandler Blvd., Chandler, Arizona 85224
(Address of principal executive offices) (Zip Code)
(480) 917-6000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, |
par value $1.00 per share |
ROG |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Ram Mayampurath as Senior Vice President, Chief Financial Officer and Treasurer
On August 6, 2024, Ram Mayampurath, Senior Vice President, Chief Financial Officer and Treasurer of Rogers Corporation (the “Company”), informed the Company of his decision to resign from his current positions, effective August 12, 2024, to pursue other opportunities. As a result, on August 8, 2024, the Board appointed Laura Russell as Interim Chief Financial Officer, effective as of August 12, 2024 (as described in further detail below). Mr. Mayampurath has agreed to stay on with the Company through September 2024 to facilitate an orderly transition of duties to the Interim Chief Financial Officer.
Mr. Mayampurath’s decision to resign from his positions with the Company was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company and the board of directors (the “Board”) thank Mr. Mayampurath for his commitment and service to the Company.
Appointment of Laura Russell as Interim Chief Financial Officer
On August 8, 2024, the Board appointed Laura Russell as Interim Chief Financial Officer of the Company, to be effective August 12, 2024.
Laura Russell, age 48, served most recently, from September 2023 until present, as Vice President of Finance of the Company. Prior to joining the Company, from July 2021 to September 2023, Ms. Russell served as the Vice President of Finance, Operations for Wolfspeed. From December 2015 to July 2021, Ms. Russell was the Vice President of Finance for the Radio Products business of NXP Semiconductors (“NXP”). Prior to NXP, from 1997 to December 2015, Ms. Russell served in multiple roles with Freescale Semiconductors (later acquired by NXP). Ms. Russell earned her BA in Business Economics from the University of the West of Scotland and is a member of the Chartered Institute of Management Accountants.
In connection with her appointment, the Compensation & Organization Committee of the Board approved certain compensation arrangements for Ms. Russell, as set forth in a Notice of Promotion Letter Agreement to Ms. Russell, dated August 12, 2024 (the “Promotion Notice”). In accordance with the Promotion Notice, Ms. Russell is entitled to an annual base salary of $400,000 in her role as Interim Chief Financial Officer. She is also eligible to participate in the Company’s Annual Incentive Compensation Plan at a target bonus of 55% of her annual base salary.
The Company and Ms. Russell plan to enter into an indemnification agreement consistent with the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Ms. Russell and any other person pursuant to which she was appointed as Interim Chief Financial Officer and Ms. Russell does not have a direct or indirect material interest in any “related party” transaction required to be separately disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Russell does not have any family relationships with any of the Company’s directors or executive officers.
The foregoing description of the Promotion Notice is not complete and is qualified in its entirety by reference to the full text of the Promotion Notice filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Other Events.
On August 12, 2024, the Company issued a press release announcing Ms. Russell’s appointment as Interim Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ROGERS CORPORATION |
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(Registrant) |
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| Date: August 12, 2024 |
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By: |
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/s/ Jessica Morton |
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Jessica Morton |
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Vice President, General Counsel and Corporate Secretary |
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EX-10.1
2
laurarussellappointment.htm
EX-10.1
Document
August 12, 2024
Dear Laura Russell,
We are pleased to confirm Roger's offer for the position of interim Chief Financial Officer reporting to Colin Gouveia. This interim position will be effective on August 12, 2024.
Rogers does not enter employment contracts, and your employment will be "at will". Below is the compensation package for this position. All compensation is subject to customary taxes, withholdings, and other applicable deductions required by law.
•Your annual salary while in this position is $400,000.00 which will be paid on a Bi-Weekly basis. This is an exempt position, which means that your salary is intended to compensate you for all hours worked, and you will not be eligible to receive overtime pay.
•Effective for fiscal year 2024, you are eligible to participate in Rogers Global Annual Incentive Compensation Plan (AICP). As a participant in this bonus program, you are currently eligible for an incentive award with a target of 40% of your base salary.
•Beginning on August 12th, you will participate in the Executive Annual Incentive Compensation Plan with a target of 55% prorated for the period of time with which you hold this interim position. Depending on actual performance against predetermined company performance metrics your actual AICP award payout can be as high as 200% of annual target. Awards are subject to the terms of AICP and approved by the Compensation and Organization Committee (the "Committee").
This interim position is expected for a duration of approximately 6 months. If confirmed as permanent CFO your compensation will be revisited. Should you not be confirmed as CFO you will revert to your previous position along with your previous compensation package.
As mentioned above, your employment is "at will" meaning that either you or Rogers may terminate your employment at any time and for any reason, with or without cause or notice regardless of any representation that may have been made to you. This offer letter does not establish a contractual employment relationship. It is Rogers' policy not to enter into employment contracts.
I look forward to continuing to work together,
Sincerely,
Colin Gouveia
President and Chief Executive Officer
EX-99.1
3
cfodeparturepressrelease.htm
EX-99.1
Document
Rogers Corporation Announces Departure of Chief Financial Officer
Chandler, Arizona, Aug 12, 2024: Rogers Corporation (NYSE: ROG) (“Rogers”) announced today that Ram Mayampurath has resigned as Chief Financial Officer (CFO) to pursue another opportunity. Mr. Mayampurath will remain with Rogers through September 2024 to ensure an orderly transition.
Effective August 12, 2024, Laura Russell will assume the role of interim CFO. Ms. Russell joined Rogers in September 2023 as Vice President of Finance and previously served in senior finance roles at Wolfspeed and NXP Semiconductors.
“I want to thank Ram for his leadership and contributions to Rogers over the past 10 years,” said Colin Gouveia, Rogers' President and CEO. “Since taking over as CFO in 2021, Ram has driven key initiatives to improve profitability and cash flow while helping position Rogers for future growth. Ram has been a great business partner and friend, and I wish him success in his future endeavors. I have great confidence in Laura, and we are fortunate to have such an experienced and capable leader serve as interim CFO.”
Rogers has initiated a CFO succession process and will provide updates as appropriate.
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States, Asia and Europe, with sales offices worldwide. For more information, visit www.rogerscorp.com.
Safe Harbor Statement
Statements included in this release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.
Media Contact:
Amy Kweder
Senior Director, Corporate Communications
Phone: 480.203.0058
Email: amy.kweder@rogerscorporation.com
Investor Contact:
Steve Haymore
Senior Director, Investor Relations
Phone: 480.917.6026
Email: stephen.haymore@rogerscorporation.com
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