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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 9, 2024
ROGERS CORPORATION
(Exact name of registrant as specified in its charter)
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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.
Appointment of Laura Russell as Senior Vice President, Chief Financial Officer and Treasurer
On December 9, 2024, the Board of Directors (the “Board”) of Rogers Corporation (the “Company”) appointed Laura Russell, currently the Company’s Vice President, Interim Chief Financial Officer and Treasurer, to the position of Senior Vice President, Chief Financial Officer and Treasurer of the Company, effective December 10, 2024 (the “Appointment Date”).
Ms. Russell will continue to serve as “principal financial officer” of the Company for purposes of the Securities Exchange Act of 1934, as amended. Reference is made to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 12, 2024, for the information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K regarding Ms. Russell.
In connection with her appointment, the Compensation & Organization Committee of the Board approved certain updates to Ms. Russell’s compensation arrangements, as set forth in a Notice of Promotion Letter to Ms. Russell, dated December 10, 2024 (the “Promotion Notice”). The Promotion Notice provides for: (i) an annual base salary of $475,000; (ii) a target award under the Annual Incentive Compensation Plan of 75% of annual base salary; (iii) an initial equity grant upon the Appointment Date of time-based restricted stock units valued at $300,000, generally vesting in equal annual installments on the first three anniversaries of the appointment date (the “Appointment Grant”); (iv) beginning in 2025, a target annual long-term incentive grant valued at 230% of annual base salary (less the value of the Appointment Grant for 2025); (v) participation in the Rogers Corporation Severance Plan; and (vi) participation in the Company’s executive annual physical program.
The foregoing description of the Promotion Notice is not complete and is qualified in its entirety by reference to the full text of the Promotion Notice filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On December 10, 2024, the Company issued a press release announcing Ms. Russell's promotion to Senior Vice President, Chief Financial Officer and Treasurer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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) |
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*Management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ROGERS CORPORATION |
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(Registrant) |
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| Date: December 10, 2024 |
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By: |
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/s/ Jessica A. Morton |
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Jessica A. Morton |
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Vice President, General Counsel and Corporate Secretary |
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EX-99.1
3
a20241210cfoappointmentpre.htm
EX-99.1
Document
Rogers Appoints Laura Russell as Chief Financial Officer
Chandler, Arizona, December 10, 2024: Rogers Corporation (NYSE: ROG) (“Rogers”) announced today that Laura Russell has been appointed to serve as the Company’s new Senior Vice President, Chief Financial Officer and Treasurer effective December 10.
“Since taking over as interim CFO in August, Laura has proven to be an invaluable addition to Rogers’ senior executive team,” said Colin Gouveia, Rogers' President and CEO. “She has demonstrated outstanding leadership of critical finance functions and has already made significant contributions. Laura brings extensive business and financial expertise from leading companies, which will be a tremendous asset to Rogers as we continue to execute our strategic objectives.”
Ms. Russell, age 49, joined Rogers in September 2023 as Vice President of Finance and served in that capacity until her appointment as interim CFO in August 2024. Prior to joining the Company, from July 2021 to September 2023, Ms. Russell served as the Vice President of Finance, Operations for Wolfspeed. From December 2015 to July 2021, Ms. Russell was the Vice President of Finance for the Radio Products business of NXP Semiconductors (“NXP”). Prior to NXP, from 1997 to December 2015, Ms. Russell served in multiple roles with Motorola and Freescale Semiconductors (later acquired by NXP). Ms. Russell earned her BA in Business Economics from the University of the West of Scotland and is a member of the Chartered Institute of Management Accountants.
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States, Asia and Europe, with sales offices worldwide. For more information, visit www.rogerscorp.com.
Safe Harbor Statement
Statements included in this release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.
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