GOODWIN PROCTER LLP
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
March 2, 2004
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rogers Corporation
Preliminary Proxy Materials
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Ladies and Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, transmitted herewith for filing on behalf of Rogers Corporation (the
"Company") is the Company's proxy statement (the "Proxy Statement"), including
forms of proxy, to be furnished to the Company's stockholders in connection with
its annual meeting of stockholders. At the annual meeting, stockholders of the
Company will be asked to consider and vote upon proposals to (i) fix the number
of directors at nine, (ii) elect nine directors, (iii) ratify the appointment of
the Company's independent auditors, and (iv) amend the Company's by-laws to
change the mandatory retirement age of directors.
As required by Rule 14a-6(d) promulgated under the Exchange Act, please
note that the Company currently intends to send definitive copies of the Proxy
Statement to its stockholders on or about March 22, 2004, or such earlier time
as the Commission may authorize.
If you have any questions or require any further information, please
contact me at (617) 570-1572.
Very truly yours,
/s/ Scott F. Duggan
Scott F. Duggan
Enclosures
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ROGERS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing party:
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(4) Date Filed:
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Preliminary Copies
[LOGO] ROGERS
CORPORATION
One Technology Drive / P.O. Box 188 / Rogers, CT 06263-0188 / 860.774.9605
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts
corporation, will be held on ________, April , 2004, at 10:30 A.M. on the 26th
floor of Fleet Bank (which at the time of the annual meeting may be known as
Bank of America), 777 Main Street, Hartford, Connecticut, for the following
purposes:
1. To fix the number of directors at nine.
2. To elect the members of the board of directors for the ensuing year.
3. To ratify the appointment of Ernst & Young LLP as the independent auditors
of Rogers Corporation for the fiscal year ending January 2, 2005.
4. To approve the proposed amendment to the By-Laws of Rogers Corporation
relating to the retirement age of directors.
5. To transact such other business as may properly come before the meeting.
Stockholders entitled to receive notice of and to vote at the meeting are
determined as of the close of business on March , 2004, the record date fixed by
the board of directors for such purpose.
Regardless of whether or not you plan to attend the meeting, you can be sure
your shares are represented at the meeting by promptly signing, dating and
returning your proxy card in the enclosed pre-addressed, postage-paid return
envelope. If your shares are registered in the name of a bank or brokerage firm,
you may be able to vote your shares electronically over the internet or by
telephone. If for any reason you desire to revoke or change your proxy, you may
do so at any time before it is voted. The enclosed proxy is solicited by the
board of directors of Rogers Corporation.
We cordially invite you to attend the meeting.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March , 2004
Proxy Statement Table of Contents
Page
2 Proposal 1: Fixing Size of Board of Directors
3 Proposal 2: Election of Directors
5 Stock Ownership of Management
6 Beneficial Ownership of More Than Five Percent of Rogers Stock
7 Corporate Governance Practices
8 Board of Directors
8 Independence of Board of Directors
8 Meetings; Certain Committees
10 Directors' Compensation
11 Audit Committee Report
12 Executive Compensation
12 Summary Compensation Table
14 Option Grants in Last Fiscal Year
15 Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values
16 Retirement Plans
18 Equity Compensation Plan Information
19 Compensation and Organization Committee Report
22 Performance Graph
23 Termination of Employment and Change of Control Arrangements
23 Section 16(a) Beneficial Ownership Reporting Compliance
24 Proposal 3: Ratification of Appointment of Independent Auditors
26 Proposal 4: Approval of a By-Law Amendment
27 Proposals of Stockholders
27 Solicitation of Proxies
27 "Householding" of Proxy Materials
28 Communications with Members of the Board of Directors
28 Availability of Certain Documents
A-1 Appendix A: Rogers Corporation Corporate Governance Guidelines
B-1 Appendix B: Rogers Corporation Audit Committee Charter
Preliminary Copies
[LOGO] ROGERS
CORPORATION
One Technology Drive / P.O. Box 188 / Rogers, CT 06263-0188 / 860.774.9605
Proxy Statement - March , 2004
We are providing you with this proxy statement and the enclosed proxy card in
connection with the solicitation of proxies by the board of directors of Rogers
Corporation for the Annual Meeting of Stockholders to be held on _____, April ,
2004, at 10:30 A.M. on the 26th floor of Fleet Bank (which at the time of the
annual meeting may be known as Bank of America), 777 Main Street, Hartford,
Connecticut.
If you are a stockholder of record as of the close of business on March , 2004,
you are entitled to vote at the meeting and any adjournment thereof. As of that
date, _______ shares of capital stock, $1 par value per share, of Rogers were
outstanding. You are entitled to one vote for each share owned. Execution of a
proxy will not in any way affect your right to attend the meeting and vote in
person. Any stockholder submitting a proxy has the right to revoke it any time
before it is exercised by filing a written revocation with the Clerk of Rogers,
by executing a proxy with a later date, or by attending and voting at the
meeting.
If you sign your proxy card, but do not give voting instructions, the proxy will
be voted: (1) FOR fixing the number of directors for the ensuing year at nine,
(2) FOR the election of the nominees to the board of directors shown under the
heading "NOMINEES FOR DIRECTOR", (3) FOR the ratification of Ernst & Young LLP
as the independent auditors of Rogers Corporation for the fiscal year ending
January 2, 2005 and (4) FOR approval of the By-Law amendment relative to the
retirement age for directors.
The presence, in person or by proxy, of the holders of a majority of the shares
of capital stock entitled to vote at the meeting is necessary to constitute a
quorum. Abstentions and broker "non-votes" are counted as present and entitled
to vote for purposes of determining a quorum. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial owner.
Under the rules of the stock exchange applicable to member firms, brokers will
have discretionary authority to vote shares held in their name to fix the size
of the board and for the election of directors even if they do not receive
instructions from the beneficial owners.
With regard to each of the fixing of the number of directors, the ratification
of the Company's independent auditors and the approval of the amendment of the
Company's By-Laws, votes may be cast for or against such proposal or you may
abstain from voting on the proposal. With regard to the election of directors,
votes may be cast for all nominees or withheld from all nominees or any
particular nominee. Votes withheld in connection with the election of one or
more directors will not be counted as votes cast for such individuals. Those
nominees receiving the nine highest number of votes at the meeting will be
elected, even if such votes do not constitute a majority of the votes cast.
We do not expect any matters other than those set forth in the accompanying
Notice of Annual Meeting of Stockholders to be presented at the meeting. If any
other matter should be presented at the meeting upon which a vote properly may
be taken, shares represented by all proxies properly executed and received will
be voted with respect to this matter in accordance with the judgment of the
persons named as proxies.
This proxy statement and the accompanying proxy are first being mailed to you on
or about March , 2004. In addition, we are enclosing a copy of our 2003 annual
report.
1
Proposal 1: Fixing Size of Board of Directors
Purpose and Summary
The By-Laws of Rogers Corporation provide that the stockholders of Rogers are
entitled to fix the number of directors that serve on the Rogers board of
directors. At Rogers 2003 Annual Meeting of Stockholders, the stockholders voted
in favor of fixing the number of directors for the ensuing year at nine. As
permitted by Rogers' By-Laws, Rogers board of directors enlarged the board from
nine members to ten members effective April 1, 2004 in order to add the incoming
Chief Executive Officer of Rogers to the board of directors effective at that
date. This enlargement of the board of directors was intended to be temporary.
Mr. Harry H. Birkenruth, a current director of Rogers, is retiring from the
board of directors in connection with the 2004 Annual Meeting of Stockholders
and will not be standing for re-election. Mr. Birkenruth's retirement will
result in a vacancy on the board of directors unless the number of directors is
fixed at nine at the upcoming annual meeting. Accordingly, the board of
directors is proposing that the size of the board of directors be fixed at nine
members for the ensuing year effective as of the 2004 Annual Meeting of
Stockholders.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the votes cast on this proposal shall
constitute approval of the fixing of the number of directors at nine.
The board of director recommends a vote FOR fixing the number of directors at
nine.
2
Proposal 2: Election of Directors
The directors of Rogers are elected annually by stockholders and hold office
until the next Annual Meeting of Stockholders and thereafter until their
successors have been elected and qualified. The board of directors has been
advised that each nominee will serve if elected. If any of these nominees should
become unavailable for election, proxies will be voted for the election of such
other person, or for fixing the number of directors at a lesser number, as the
board of directors may recommend. All of the nominees are currently directors of
Rogers and were elected to their present term of office at the April 2003 Annual
Meeting of Stockholders, except for Mr. Wachob, who has been nominated for the
first time. Mr. Boomer is scheduled to retire as Chairman of the Board of
Directors and Chief Executive Officer of Rogers Corporation on April 1, 2004,
although he will remain a director of Rogers after his retirement. In
contemplation of his retirement, the board of directors, on February 19, 2004,
voted to elect Mr. Wachob Chief Executive Officer of Rogers Corporation and to
appoint him to the board of directors effective April 1, 2004. Therefore, with
the passage of time, and barring any unforeseen events, Mr. Wachob will assume
these additional positions, including becoming a director, on April 1, 2004.
NOMINEES FOR DIRECTOR
Age/Year
First Became
Name Director Principal Occupations During the Past Five Years and Other Directorships
-------------------------------------------------------------------------------------------------------------------------------
Leonard M. Baker 69 / 1994 Retired (as of December 2001) Senior Vice President, Chief Technical Officer, June 2000 to
December 2001 and prior to that Vice President Technology, Praxair, Inc.
Walter E. Boomer 65 / 1997 Chief Executive Officer since March 31, 1997, Chairman of the Board of Directors since
April 25, 2002 and prior to that President since March 31, 1997, Rogers Corporation
(scheduled to retire as Chief Executive Officer and Chairman of the Board on April 1, 2004)
; Director: Baxter International, Inc. and Cytyc Corporation
Edward L. Diefenthal 61 / 1998 Chief Executive Officer and Director, Southern Holdings, LLC
Gregory B. Howey 61 / 1994 President, Director, Okay Industries, Inc.
Leonard R. Jaskol 66 / 1992 Retired (as of December 1998) Chairman, Chief Executive Officer, Director, Lydall, Inc.
Eileen S. Kraus 65 / 2001 Retired (as of July 2000) Chairman, Fleet National Bank - Connecticut, a subsidiary of
FleetBoston Financial Corporation; Director: Kaman Corporation and The Stanley Works
William E. Mitchell 60 / 1994 President and Chief Executive Officer since February 2003, Director, Arrow Electronics,
Inc.; Executive Vice President, September 2001 to January 2003 and Vice President, March
1999 to August 2001, Solectron Corporation and President, Solectron Global Services, Inc.,
March 1999 to January 2003
Robert G. Paul 62 / 2000 Business Unit President and Director, Andrew Corporation since July 2003; President, Chief
Executive Officer, Director, Allen Telecom Inc. from 1991 to July 2003
Robert D. Wachob 57 President and Chief Operating Officer since April 25, 2002, Executive Vice President,
January 27, 2000 to April 25, 2002 and prior to that Senior Vice President, Sales and
Marketing, Rogers Corporation (scheduled to become Chief Executive Officer and director on
April 1, 2004)
3
Vote Required and Recommendation of the Board of Directors
Directors must be elected by a plurality of the votes cast. This means those
nominees receiving the nine highest number of votes at the Annual Meeting of
Stockholders will be elected, even if such votes do not constitute a majority of
the votes cast.
The board of directors recommends a vote FOR the election of the above named
nominees to the board of directors.
4
Stock Ownership of Management
This table provides information about the beneficial ownership of Rogers capital
stock as of March , 2004, by each of the current directors, the executive
officers named in the Summary Compensation Table (the "Named Executive
Officers") and by all directors and executive officers as a group. Unless
otherwise noted, the persons listed below have sole voting and investment power
with respect to the shares reported.
Beneficial Ownership
-------------------------------
Total
Total Percent Stock
Name of Person or Group Shares (1) of Class (2) Interest (3)
--------------------------------------------------------------------------------------------------------------------
Leonard M. Baker 43,258 * 43,258
Harry H. Birkenruth(4) 98,166 * 100,426
Walter E. Boomer 204,890 1.25 213,956
Robert C. Daigle 40,267 * 40,267
Edward L. Diefenthal 36,532 * 36,532
Gregory B. Howey 43,270 * 50,646
Leonard R. Jaskol 53,143 * 56,842
Bruce G. Kosa (5) 36,186 * 36,186
Eileen S. Kraus 13,980 * 17,142
William E. Mitchell (5) 35,441 * 35,441
Robert G. Paul 24,178 * 24,178
John A. Richie 66,752 * 66,752
James M. Rutledge 2,896 * 2,896
Robert D. Wachob (5) 223,999 1.37 223,999
All Directors and Executive Officers as a Group
(16 persons) 1,011,285 5.99 1,036,848
(1) Represents the total number of currently owned shares and shares acquirable
within 60 days of March , 2004 through the exercise of stock options.
Shares acquirable under stock options exercisable within 60 days for each
individual are as follows (last name/number of shares): Baker/35,012;
Birkenruth/32,250; Boomer/171,662; Daigle/ 34,081; Diefenthal/32,632;
Howey/32,250; Jaskol/33,966; Kosa/22,798; Kraus/13,980; Mitchell/27,250;
Paul/18,064; Richie/52,866; Rutledge/0; Wachob/156,066; and the group of 16
individuals/706,142.
(2) Represents the percent of ownership of total outstanding shares of capital
stock with the * indicating that the amount of ownership represents less
than 1% of outstanding capital stock.
(3) Includes total beneficial ownership plus the number of shares of capital
stock that have been deferred pursuant to Rogers' compensation programs.
(4) Mr. Birkenruth is retiring from the board of directors as of the 2004
annual meeting of stockholders and is not seeking re-election.
(5) Messrs. Kosa, Mitchell and Wachob own, respectively, 8,552; 8,191 and
60,432 shares included above as to which investment and voting power is
shared with spouses.
5
Beneficial Ownership of More Than Five Percent of Rogers Stock
This table provides information regarding beneficial ownership as of December
31, 2003 of each person known to Rogers to own more than 5% of its outstanding
capital stock. The information in this table is based upon filings by each such
person with the Securities and Exchange Commission on Schedule 13G (including
amendments) under the Securities Exchange Act of 1934, as amended. Unless
otherwise noted, the beneficial owners have sole voting and investment power
with respect to the shares listed below.
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class (1)
-------------------------------------------------------------------------------------------------
Capital Research and Management Company (2) 1,606,800 9.9
333 South Hope Street
Los Angeles, California 90071
Lord, Abbett & Co. 1,335,956 8.3
90 Hudson Street
Jersey City, New Jersey 07302
Westcap Investors, LLC (3) 1,007,519 6.2
1111 Santa Monica Boulevard, Suite 820
Los Angeles, CA 90025
Westport Asset Management, Inc. (4) 1,974,100 12.2
253 Riverside Avenue
Westport, Connecticut 06880
(1) As of the record date, March , 2004.
(2) Capital Research and Management Company, a registered investment advisor,
has investment power with respect to all of the shares listed above.
SMALLCAP World Fund, Inc., an investment company which is advised by
Capital Research and Management Company, has sole voting power with respect
to 856,800 of the shares listed above. Capital Research and Management
Company disclaims beneficial ownership of all such shares.
(3) Westcap Investors, LLC., a registered investment advisor, has investment
power with respect to all of the shares listed above and has sole voting
power with respect to 793,896 of the shares listed above.
(4) Westport Asset Management, Inc., a registered investment advisor, has sole
voting and investment power with respect to 164,800 of the shares listed
above, has shared voting power with its affiliate Westport Advisers LLC
with respect to 1,232,300 of the shares listed above, and has shared
investment power with respect to 1,809,300 of the shares listed above. All
shares are held in certain discretionary managed accounts. Westport Asset
Management, Inc. disclaims beneficial ownership of all such shares.
6
Corporate Governance Practices
Rogers has long subscribed to sound corporate governance practices. Such basic
principles are summarized below and Appendix A contains Rogers' corporate
governance guidelines.
-- The board of directors is accountable to stockholders. Its primary
purpose is to oversee management and to assure that the long-term
interests of the stockholders are being served.
-- All directors stand for election annually.
-- Rogers' board of directors has determined that 7 of its 9 nominees for
director, representing a substantial majority of the board, are
independent. Rogers corporate governance guidelines require that a
majority of the board be independent.
-- The: (i) Audit, (ii) Compensation and Organization and (iii)
Nominating and Governance Committees consist solely of independent
directors. The charters of all of the committees of the board of
directors are approved by the entire board and clearly establish
committee responsibilities.
-- The Audit Committee has sole responsibility for selecting, engaging,
evaluating and terminating Rogers' independent auditors. The Audit
Committee also has full responsibility for determining the independent
auditors' compensation and oversees and evaluates Rogers' internal
audit function. The Audit Committee has more than one member who has
accounting or financial management expertise, and has one member who
is an "Audit Committee Financial Expert".
-- The board of directors regularly meets in executive session and there
is a "lead director".
-- The board of directors annually evaluates its own performance. Each of
the three independent committees conduct an annual self-evaluation of
its respective performance. These evaluations are overseen by the
Nominating and Governance Committee.
-- The board of directors annually reviews and approves a strategic plan
and a one-year operating plan that is linked to strategic objectives.
-- Independent committees of the board of directors evaluate and
determine the compensation of the CEO. The board of directors oversees
CEO and other senior management succession planning.
-- 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.
7
Board of Directors
INDEPENDENCE OF BOARD OF DIRECTORS
The board of directors has determined that Messrs. Baker, Birkenruth (who is
retiring as of the 2004 Annual Meeting of Stockholders), Diefenthal, Howey,
Jaskol, Mitchell and Paul and Ms. Kraus, representing a majority of the board of
directors, are "independent" in accordance with the New York Stock Exchange
listing standards. In order to make this determination, the board made an
assessment that each independent director's material relationships with the
Company were limited to: (1) serving as a director and a board committee member,
(2) receiving related fees as disclosed in this proxy statement under
"Directors' Compensation" and (3) having beneficial ownership of Rogers
securities as disclosed in the section of this document entitled "Stock
Ownership of Management". In addition, Dr. Baker and Mr. Birkenruth have other
relationships with the Company, each of which was determined to not be material,
that are more fully described below under "Directors' Compensation". These
relationships are within the categorical standards for evaluating independence
that were adopted by the board of directors. These categorical standards for
establishing independence are as follows:
-- If a Rogers director (other than a member of the Audit Committee)
receives direct or indirect annual compensation or other benefits
(other than director and committee fees) of not more than $30,000 from
Rogers;
-- If a Rogers director is an executive officer of another company that
does business with Rogers and the annual sales to, or purchases from,
Rogers are less than one percent 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, and the total
amount of either company's indebtedness to the other is less than one
percent 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, and Rogers' discretionary charitable
contributions to the organization are less than one percent 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.).
MEETINGS; CERTAIN COMMITTEES
Board of Directors
The Rogers board of directors held nine meetings during 2003. The board of
directors has five regular committees, including an Audit Committee, a
Compensation and Organization Committee and a Nominating and Governance
Committee. All directors attended more than 75 percent in the aggregate of the
total number of meetings in 2003 of the board and the committees on which each
such director served. All directors were present at the last stockholders'
annual meeting even though the Company has no policy about director attendance
at annual meetings.
The Rogers board of directors adopted a set of corporate governance guidelines
which set forth information pertaining to director qualifications and
responsibilities, as well as other corporate governance practices and policies.
These guidelines are attached to this proxy statement as Appendix A.
8
Meetings Of Non-Management Directors
Non-management directors of the Company regularly meet in executive sessions
outside the presence of management. Currently, the non-management directors of
the Company are Messrs. Baker, Birkenruth (who is retiring as of the 2004 Annual
Meeting of Stockholders), Diefenthal, Howey, Jaskol, Mitchell and Paul and Ms.
Kraus. Mr. Mitchell serves as the lead director. Any interested party who wishes
to make their concerns known to the non-management directors may contact the
lead director, or the non-management directors as a group, in writing at Rogers
Corporation, One Technology Drive, P. O. Box 188, Rogers, CT 06263-0188, Attn:
Lead Director.
Audit Committee
The Audit Committee held four formal meetings in 2003. The Audit Committee has
functions that include appointing, terminating, evaluating, and setting the
compensation of the independent auditors of Rogers; meeting with the independent
auditors to review the scope, accuracy and results of the audit; and making
inquiries as to the adequacy of Rogers accounting, financial and operating
controls. Mr. Paul is the chairperson of the Audit Committee, with Mr. Howey and
Ms. Kraus as members. The board of directors has determined that each of these
individuals is "independent" in accordance with the New York Stock Exchange's
(the "NYSE's") listing standards and the rules and regulations of the Securities
and Exchange Commission (the "SEC") and related federal law. In addition, the
board of directors has also determined that Mr. Paul is an "Audit Committee
Financial Expert" in accordance with the standards established by the SEC. As
part of Rogers overall evaluation of its existing corporate governance practices
following adoption of the NYSE's corporate governance listing standards, the
Audit Committee's charter was amended. This amended charter is attached to this
proxy statement as Appendix B.
Compensation and Organization Committee
The Compensation and Organization Committee held five meetings in 2003. This
committee has functions that include reviewing the salary system with regard to
external competitiveness and internal consistency and reviewing incentive
compensation plans to ensure that they continue to be effective incentive and
reward systems. The Compensation and Organization Committee also determines the
CEO's compensation and considers and, if appropriate, approves the CEO's
recommendations with respect to the compensation of executive officers who
report to him. Ms. Kraus is chairperson of the Compensation and Organization
Committee, with Messrs. Mitchell and Paul as members. The board of directors has
determined that each of these individuals is "independent" in accordance with
the NYSE's listing standards. The Compensation and Organization Committee's
charter may be obtained from Rogers at no charge as described on page 28 of this
proxy statement under the heading "Availability of Certain Documents."
Nominating and Governance Committee
The Nominating and Governance Committee held six meetings in 2003. This
committee has functions that include developing and recommending to the board of
directors criteria for board and committee membership, reviewing the
qualifications of candidates for director, nominating candidates for election to
the board of directors, overseeing the Company's corporate governance policies
and practices, developing and recommending to the board of directors corporate
governance guidelines, evaluating the performance of the CEO, and at least
yearly overseeing a review of the performance of the board of directors and its
committees. Mr. Jaskol is the chairperson of the Nominating and Governance
Committee, with Dr. Baker and Mr. Diefenthal as members. The board of directors
has determined that each of these individuals is "independent" in accordance
with the NYSE's listing standards. The Nominating and Governance Committee
charter may be obtained from Rogers at no charge as described on page 28 of this
proxy statement under the heading "Availability of Certain Documents."
The Nominating and Governance Committee will consider nominees for director
recommended by stockholders if such recommendations for director are submitted
in writing to the Vice President and Secretary of Rogers Corporation, One
Technology Drive, P. O. Box 188, Rogers, CT 06263-0188. At this time, no
additional specific procedures to propose a candidate for consideration by the
Nominating and Governance Committee, nor any minimum criteria for consideration
of a proposed candidate for nomination to the board of directors have been
adopted.
9
DIRECTORS' COMPENSATION
For 2003, each director who was not an employee of Rogers earned an annual
retainer of $18,000, plus $1,260 for each board meeting attended and $1,500 or
$1,000 for each committee meeting attended, the amount varying by capacity as
chairperson or as a member. Fees for telephonic meetings are generally one-half
of such amounts. During 2003, the Compensation and Organization Committee
undertook an evaluation of the compensation paid to directors. In connection
with this evaluation, the committee engaged a nationally known outside
independent consultant to review director compensation. As a result of this
study, the board decided that it would be appropriate to increase the annual
retainer paid to the Company's Lead Director and the Chairpersons of the Audit
Committee and the Compensation and Organization Committee to $30,000 while the
annual retainer paid to the remaining non-employee directors was set at $25,000.
Meeting fees did not change. The annual retainer increases were effective
January 1, 2004.
Under the 1998 Stock Incentive Plan, the retainer fee for non-employee directors
is paid semi-annually in shares of Rogers capital stock, with the number of
shares of stock granted based on their then fair market value. Stock options are
also granted to non-employee directors twice a year. In 2003, such semi-annual
stock option grants were for 2,250 shares each, and in both cases with an
exercise price equal to the fair market value of a share of Rogers capital stock
as of the date of grant. Such options are immediately exercisable and expire ten
years from the date of grant.
Under Rogers Voluntary Deferred Compensation Plan for Non-Employee Directors,
such individuals may defer all or a portion of their annual retainer and meeting
fees, regardless of whether such amounts would have been paid in cash or in
Rogers capital stock.
In 2003, Dr. Baker received $10,187.20 of consulting fees from Rogers. Mr.
Birkenruth, a former Rogers executive and a member of its board of directors,
provided consulting services to Rogers in 2003. He was paid a total of
$11,200.00 for such services.
10
AUDIT COMMITTEE REPORT
The Audit Committee oversees Rogers' financial reporting process on behalf of
the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process, including the system of internal
controls. In fulfilling its oversight responsibilities, the Audit Committee
reviewed and discussed the audited financial statements for the Annual Report
with management, including a discussion of the quality, not just the
acceptability, of the accounting principles; the reasonableness of significant
judgments; and the clarity of disclosures in the financial statements.
The Audit Committee discussed with Ernst & Young LLP, Rogers' independent
auditors, who are responsible for expressing an opinion on the conformity of
those audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the acceptability, of
Rogers' accounting principles and such other matters as are required to be
discussed with the independent auditors under generally accepted auditing
standards including Statement on Auditing Standards No. 61, as amended by
Statement on Auditing Standards No. 90 (Communication with Audit Committees). In
addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and Rogers, including the matters in the
written disclosures required by the Independence Standards Board Standard No. 1,
and considered the compatibility of non-audit services with the auditors'
independence.
The Audit Committee discussed with the Rogers independent auditors and the
persons responsible for the internal audit function the overall scope and plans
for their respective audits. The Audit Committee meets with the independent
auditors and the persons responsible for the internal audit function, with and
without management present, to discuss the results of their examinations, their
evaluations of Rogers' internal controls, and the overall quality of Rogers'
financial reporting. The Audit Committee held four formal meetings during 2003.
Additionally, the Audit Committee participated telephonically in quarterly
closing conferences with the independent auditors and management during which
financial results and related issues were reviewed and discussed prior to the
release of quarterly results to the public.
The Audit Committee is governed by a charter which may be found in Appendix B of
this proxy statement. The members of the Audit Committee are considered to be
"independent" because they satisfy the independence requirements of the New York
Stock Exchange listing standards and Rule 10A-3 of the Securities Exchange Act
of 1934.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors and the Board has approved the inclusion
of the audited financial statements in the Annual Report on Form 10-K for the
year ended December 28, 2003 for filing with the Securities and Exchange
Commission. The Audit Committee has approved the appointment of Ernst & Young
LLP as Rogers' independent auditors for fiscal year 2004 and stockholders are
being asked to ratify this appointment at the 2004 annual meeting.
Audit Committee: Robert G. Paul, Chairperson
Gregory B. Howey, Member
Eileen S. Kraus, Member
11
Executive Compensation
The tables, graph and narrative on pages 12 through 22 of this proxy statement
set forth certain compensation information about Rogers' Chief Executive Officer
and its other five most highly compensated executive officers as of the last
completed fiscal year.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------- ------------
Other Stock All
Annual Options Other
Name and Principal Compen- (Number of Compen-
Position Year Salary Bonus (2) sation (3) Shares) sation (4)
---------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 2003 $470,812 $527,109 $2,844 30,000 $28,215
Chairman of the Board and 2002 450,112 224,524 1,278 75,000 21,791
Chief Executive Officer 2001 439,816 1,235 40,000 31,978
Robert D. Wachob 2003 323,094 291,736 5,471 55,000 11,437
President and Chief 2002 290,702 113,745 50,000 7,500
Operating Officer 2001 255,228 966 18,000 11,598
James M. Rutledge (1) 2003 225,342 152,452 124 24,000 14,836
Vice President, 2002 207,579 62,868 8 25,000 28,981
Finance and CFO 2001
Robert C. Daigle (1) 2003 180,717 113,718 2 23,000 38,658
Vice President, R & D, 2002 171,388 22,095 3 12,000 6,294
Chief Technology Officer 2001 158,778 1 6,000 8,015
John A. Richie 2003 174,456 109,130 4 18,000 8,665
Vice President, 2002 163,982 46,976 15,000 7,764
Human Resources 2001 148,084 508 6,000 9,629
Bruce G. Kosa (1) 2003 176,204 109,774 22 5,000 9,934
Sr. Vice President, 2002 171,072 48,123 794 10,000 9,989
Technology 2001 164,712 487 12,800 11,432
(1) Mr. Rutledge joined Rogers as Vice President, Finance and Chief Financial
Officer during 2002. During 2003, Mr. Kosa ceased being Vice President,
Technology and was succeeded in such position by Mr. Daigle. As a result,
during 2003, Mr. Kosa, who assumed the title of Sr. Vice President,
Technology and continues to be employed as an officer of Rogers, ceased to
be an executive officer.
(2) For 2002, amounts include bonuses earned pursuant to Rogers Annual
Incentive Compensation Plan (the "Annual Incentive Plan") and the Long-Term
Enhancement Plan for Senior Executives of Rogers Corporation (the
"Enhancement Plan"). Overall corporate performance did not meet targeted
levels for 2001, and as a result, none of the Named Executive Officers
earned a bonus for 2001.
(footnotes continued on following page)
12
The Enhancement Plan was adopted in 1997 to indirectly supplement the
retirement benefit provided to senior management. Enhancement Plan payments
are made in shares of Rogers capital stock. In general, the bonus under the
Enhancement Plan is equal to 10% of the bonus earned under the Annual
Incentive Plan except as increased by an "earnings credit" for bonuses
earned before 1996. Such payments are based on an average closing price of
the capital stock. The next paragraph describes the specific amounts earned
under the Enhancement Plan by each of the Named Executive Officers for
bonuses earned for 2002. No such payments were made for 2003 bonuses as the
plan has been terminated. The amounts paid in 2003 under the Enhancement
Plan with respect to bonuses earned for 2002 under the Annual Incentive
Plan are as follows (for each individual the number of shares is followed
by the dollar amount used to calculate the number of shares): Mr. Boomer -
791 shares/$20,255; Mr. Wachob - 401 shares/$10,261; Mr. Rutledge - 222
shares/$5,670; Mr. Daigle - 78 shares/$1,993; Mr. Richie - 166
shares/$4,237 and Mr. Kosa -170 shares/$4,340. No bonuses were earned for
2001 and hence there were no related Enhancement Plan payments. The
valuations in the table are based upon the closing price of the capital
stock on February 27, 2003 ($27.78) in the case of payments made for 2002.
(3) Excludes perquisites and other personal benefits because the aggregate
amount of such compensation is the lesser of either $50,000 or 10% of the
total of annual salary and bonus reported for the individual. All amounts
shown, including the de minimis amounts, reflect the reimbursement of taxes
on non-qualified defined benefit pension plan accruals.
(4) Amounts shown for 2003 include: (i) Rogers matching contributions to the
Rogers Employee Savings and Investment Plan, a 401(k) plan - Messrs.
Boomer, Wachob, Rutledge, Daigle and Richie each received $5,000, while Mr.
Kosa received $4,431, (ii) matching contributions under Rogers'
non-qualified deferred compensation plan for Messrs. Boomer, Wachob and
Rutledge of $12,784; $6,437 and $2,619, respectively, (iii) Rogers payment
of life insurance premiums for Messrs. Boomer, Rutledge, Daigle, Richie and
Kosa of $10,431; $7,217; $2,009; $3,665 and $4,636, respectively, (iv)
relocation expenses for Mr. Daigle of $31,649 and (v) a patent award for
Mr. Kosa of $867. Amounts for 2002 and 2001 include similar matching
contributions by Rogers for deferrals made under the 401(k) plan and the
non-qualified deferral plan.
13
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (1)
------------------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options Exercise Annual Rates of Stock
Securities Granted to Price Price Appreciation
Underlying Employees Per Expiration For Option Terms (2)
Options in Fiscal Yr. Share Date ----------------------------
Name 5% 10%
-------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 30,000 7.2% $38.53 10/29/13 $ 726,939 $1,842,207
Robert D. Wachob 2,595 0.6% 38.53 10/29/13 62,880 159,351
52,405 12.6% 38.53 10/29/13 1,269,842 3,218,028
James M. Rutledge 5,190 1.2% 38.53 10/29/13 125,760 318,702
18,810 4.5% 38.53 10/29/13 455,791 1,155,064
Robert C. Daigle 6,015 1.4% 38.53 10/29/13 145,751 369,362
16,985 4.1% 38.53 10/29/13 411,569 1,042,996
John A. Richie 1,800 0.4% 38.53 10/29/13 43,616 110,532
16,200 3.9% 38.53 10/29/13 392,547 994,792
Bruce G. Kosa 5,000 1.2% 38.53 10/29/13 121,157 307,034
(1) The 10/29/03 stock option grants for Messrs. Boomer and Kosa become
exercisable in one-third increments on the second, third, and fourth
anniversary dates of the grant. Mr. Wachob's 10/29/03 stock option grant
for 2,595 shares becomes exercisable on 1/1/08. Mr. Wachob's 10/29/03 stock
option grant for 52,405 shares becomes exercisable as follows: 18,333
shares each on the second and third anniversary dates of the grant; and
15,739 shares on the fourth anniversary of the grant date. Mr. Rutledge's
10/29/2003 stock option grant for 5,190 shares becomes exercisable as
follows: 2,595 shares on 10/29/2007 and the remainder on 1/1/2008. Mr.
Rutledge's 10/29/2003 stock option grant for 18,810 shares becomes
exercisable as follows: 8,000 shares each on the second and third
anniversary dates of the grant; and 2,810 shares on the fourth anniversary
of the grant date. Mr. Daigle's 10/29/2003 stock option grant for 6,015
shares is exercisable as follows: 2,595 shares each on the third and fourth
anniversary dates of the grant; and 825 shares on 10/29/2005. Mr. Daigle's
10/29/2003 stock option grant for 16,985 shares is exercisable as follows:
5,072 shares each on the second and third anniversary dates of the grant;
and 6,841 shares on 10/29/2005. Mr. Richie's 10/29/2003 stock option grant
for 1,800 shares becomes exercisable on 10/29/2007. Mr. Richie's 10/29/2003
stock option grant for 16,200 shares becomes exercisable as follows: 6,000
shares each on the second and third anniversary dates of the grant; and
4,200 shares on the fourth anniversary of the grant date. Stock option
grants made on the same day for the same individual were essentially one
grant, but are shown separately since a portion of the total amount was an
incentive stock option and a portion was a non-qualified stock option. If
combined, the related vesting schedules would, in general, follow Rogers'
vesting schedule described in the first sentence of this footnote. The
exercise schedules may change in the event of death, retirement or a change
in control of Rogers, in which case the stock options become immediately
exercisable in full as is the case for Mr. Boomer's options on his planned
retirement date of April 1, 2004. All stock options may expire earlier than
the date listed due to termination of employment, death, or retirement. The
exercise price of all of these stock options was based on the fair market
value of a share of Rogers capital stock as of the grant date.
(2) Potential realizable value is based on an assumption that the Rogers stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the stock option term. The hypothetical
future values reflected in this table represent assumed rates of
appreciation only. These rates are set by the rules of the Securities and
Exchange Commission. Actual gains, if any, on stock option exercises and
stock holdings are dependent on many factors, including but not limited to,
the future performance of Rogers stock and overall stock market conditions.
There can be no assurance that the amounts reflected in this table will be
achieved.
14
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Shares Number of In-The-Money
Acquired Unexercised Options Options at
Upon Value at Fiscal Year-End Fiscal Year-End (2)
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 63,530 $1,509,029 170,488 156,666 $3,582,034 $2,200,814
Robert D. Wachob 24,600 618,776 176,066 177,834 4,400,376 1,323,580
James M. Rutledge 49,000 544,220
Robert C. Daigle 4,200 92,688 34,081 41,919 834,000 409,009
John A. Richie 52,866 37,834 939,756 414,960
Bruce G. Kosa 16,900 256,391 35,266 19,864 344,280 254,513
(1) Defined as the difference between the fair market value of the capital
stock and the exercise price of the stock option at time of exercise.
(2) Defined as the difference between the closing price of the capital stock at
fiscal year-end and the exercise price of the option. An option is
"in-the-money" if the fair market value of the underlying stock exceeds the
exercise price of the option at the measurement date.
15
RETIREMENT PLANS
The Pension Plan Table below reflects estimated annual benefits payable at age
65, the normal retirement age, at various compensation levels and years of
service pursuant to Rogers' non-contributory defined benefit pension plans for
domestic salaried employees.
Annual Pension Benefits (1) (2) (3)
Final Average Years of Service
-----------------------------------------------------------------------------------------------------
Earnings (4) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years 45 years
-------------------------------------------------------------------------------------------------------------------
$125,000 $10,070 $20,140 $ 30,210 $ 40,280 $ 50,350 $ 60,420 $ 63,540 $ 66,670 $ 69,790
150,000 12,260 24,510 36,770 49,030 61,290 73,540 77,290 81,040 84,790
175,000 14,440 28,890 43,330 57,780 72,220 86,670 91,040 95,420 99,790
200,000 16,630 33,260 49,900 66,530 83,160 99,790 104,790 109,790 114,790
225,000 18,820 37,640 56,460 75,280 94,100 112,920 118,540 124,170 129,790
250,000 21,010 42,010 63,020 84,030 105,040 126,040 132,290 138,540 144,790
275,000 23,190 46,390 69,580 92,780 115,970 139,170 146,040 152,920 159,790
300,000 25,380 50,760 76,150 101,530 126,910 152,290 159,790 167,290 174,790
325,000 27,570 55,140 82,710 110,280 137,850 165,420 173,540 181,670 189,790
350,000 29,760 59,510 89,270 119,030 148,790 178,540 187,290 196,040 204,790
375,000 31,940 63,890 95,830 127,780 159,720 191,670 201,040 210,420 219,790
400,000 34,130 68,260 102,400 136,530 170,660 204,790 214,790 224,790 234,790
425,000 36,320 72,640 108,960 145,280 181,600 217,920 228,540 239,170 249,790
450,000 38,510 77,010 115,520 154,030 192,540 231,040 242,290 253,540 264,790
475,000 40,690 81,390 122,080 162,780 203,470 244,170 256,040 267,920 279,790
500,000 42,880 85,760 128,650 171,530 214,410 257,290 269,790 282,290 294,790
(1) Benefits are calculated on a single life annuity basis.
(2) Federal law limits the amount of benefits payable under tax qualified
plans, such as the Rogers Corporation Defined Benefit Pension Plan. Rogers
has adopted a non-qualified retirement plan (the "Pension Restoration
Plan") for: (i) the payment of amounts to all plan participants who may be
affected by such federal benefit limitations and other plan provisions; and
(ii) the payment of supplemental amounts to certain senior executives
specified by the Compensation and Organization Committee of the Board of
Directors. In general, the total pension benefit due an individual will be
actuarially equivalent to the amount calculated under Rogers' qualified
pension plan as if such federal benefit limitations did not exist, as if
covered compensation included amounts deferred under a deferral plan, and
for certain senior executives specified by the Compensation and
Organization Committee of the Board of Directors, as if covered
compensation included bonuses paid on or after January 1, 2004, as
described in footnote 4 below. Accordingly, the benefits shown have not
been reduced by such limitations or provisions.
(3) Rogers also maintains a Supplemental Executive Retirement Agreement with
Mr. Boomer who is currently 65 years old. Under this agreement, if Mr.
Boomer remains employed by Rogers until at least April 1, 2004, he will be
entitled to an annual retirement benefit equal to $54,735 for the rest of
his life or the actuarial equivalent of this amount. Such payments are in
addition to any benefits he is eligible to receive under Rogers' qualified
and non-qualified pension plans. Mr. Boomer or Mr. Boomer's spouse, in the
event of Mr. Boomer's death, is also entitled to this retirement benefit
if, prior to April 1, 2004, Mr. Boomer dies, becomes disabled, or if his
employment is terminated without cause or as a result of a constructive
termination, or if there is a change in control of Rogers. If Mr. Boomer's
employment is terminated for
(footnotes continued on following page)
16
cause, however, he is not entitled to any retirement benefit under the
agreement. In addition, if Mr. Boomer violates the terms of the agreement's
seven year non-competition provision, Rogers may stop making payments under
the agreement to him.
(4) Final average earnings is the average of the highest consecutive five of
the last ten years' annual earnings as of June 1 of each year. Covered
compensation includes only salary, whether or not deferred under a deferral
plan, and for certain senior executives over age 55 that have been
specified by the Compensation and Organization Committee of the Board of
Directors, including Messrs. Wachob, Richie and Kosa, covered compensation
under the Pension Restoration Plan also includes bonuses paid on or after
January 1, 2004, and will include bonuses paid before January 1, 2004 in
the event of their death, disability, or termination of employment that
results in the payment of severance. If there is a change in control of
Rogers, covered compensation under the Pension Restoration Plan for these
senior executives and for certain additional senior executives that have
been specified by the Compensation and Organization Committee of the Board
of Directors, including Mr. Rutledge, will also include bonuses paid before
January 1, 2004. If there is a change in control of Rogers, the Pension
Restoration Plan provides that benefits payable under such plan shall be
reduced to an amount so that such benefits would not constitute so-called
"excess parachute payments" under applicable provisions of the Internal
Revenue Code of 1986. The five-year average earnings for such individuals,
other than Mr. Rutledge, and their estimated years of credited service are:
Mr. Boomer, $433,056 and 7 years; Mr. Wachob, $270,556 and 21 years; Mr.
Daigle, $154,409 and 16 years; Mr. Richie, $153,748 and 27 years and Mr.
Kosa, $164,128 and 41 years. In the case of Mr. Rutledge, earnings for
calculating his pension would currently be based on average earnings of
$219,973 and three years of service.
17
EQUITY COMPENSATION PLAN INFORMATION
The table and footnotes below describe those equity compensation plans approved
and not approved by security holders of Rogers Corporation as of December 28,
2003, the end of the company's fiscal year.
Equity Compensation Plans
As of December 28, 2003
------------------------------------------------------------------------------------------------------------------------------------
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column (a))
------------------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Approved by Security Holders
Rogers Corporation 1988 Stock Option Plan
Rogers Corporation 1994 Stock 53,967 $26.25 45,433
Compensation Plan
Rogers Corporation 1998 Stock Incentive Plan 298,139 $17.57 13,484
Rogers Corporation Global Stock Ownership
Plan For Employees 1,153,139 $27.64 86,726
------------------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not Approved by Security
Holders
Rogers Corporation 1990 Stock Option Plan (1) 1,024,696 $27.75 421,218
Long-Term Enhancement Plan for Senior Executives of
Rogers Corporation (2) 111,771
------------------------------------------------------------------------------------------------------------------------------------
Total 2,529,941 $26.47 1,126,248
------------------------------------------------------------------------------------------------------------------------------------
(1) The Rogers Corporation 1990 Stock Option Plan was adopted in 1990 to award
directors, officers and key employees of Rogers Corporation with stock
option grants. Stock options are Rogers' primary long-term incentive
vehicle. 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. Termination of employment because of retirement, or for other
reasons, may shorten the vesting schedule and expiration date. See page 20
of this proxy statement for further details on Rogers' stock options.
(2) The Long-Term Enhancement Plan for Senior Executives of Rogers Corporation
(the "Enhancement Plan") was adopted in 1997 to indirectly supplement the
retirement benefit provided to senior management. Enhancement Plan payments
are made in shares of Rogers capital stock. In general, the bonus under the
Enhancement Plan is equal to 10% of the bonus earned under the Rogers
Annual Incentive Compensation Plan except as increased by an "earnings
credit" for bonuses earned before 1996. Payments in capital stock are based
on an average closing price of the capital stock. See Executive
Compensation on page 12 of this proxy statement for further details on the
Enhancement Plan. This plan was terminated in February of 2004 and no more
shares will be issued from this plan.
18
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
This report is submitted by the Compensation and Organization Committee of the
Rogers Corporation Board of Directors. This committee report describes the
components of Rogers executive officer compensation programs for 2003 and the
basis on which compensation determinations were made with respect to the
executive officers of Rogers.
Compensation and Organization Committee Interlocks and Insider Participation
Rogers executive compensation program is administered by the Compensation and
Organization Committee of the Board of Directors, composed of three independent
non-employee directors who have no "interlocking" relationships as defined by
the Securities and Exchange Commission. The committee members are: Eileen S.
Kraus (chairperson of the committee), William E. Mitchell, and Robert G. Paul.
Philosophy
The executive compensation philosophy is to align such compensation with the
long-term success of Rogers and increases in stockholder value, and to attract,
retain, and reward executive officers whose contributions are critical to the
long-term success of Rogers. The guiding principles for compensation decisions
are to:
-- Provide a competitive total annual cash compensation package that targets
the 50th percentile of a broad spectrum of manufacturing companies from a
wide range of industries to enable Rogers to attract and retain executives.
Key elements of the executive compensation program are base salary and the
possibility of a bonus under the Annual Incentive Compensation Plan.
-- Integrate compensation with the achievement of annual objectives and
long-term goals.
-- Reward officers for above average corporate performance, and individual
initiative and achievement.
-- Create long-term incentives that are consistent with the interests of
stockholders, primarily through stock option grants.
Independent Consultant Analysis
The committee retained a nationally known outside independent compensation
consultant to review all elements of executive compensation and benefits
compared to a peer group of 20 similar public companies, plus their nationwide
database.
The executive compensation study results showed that most elements of
compensation were appropriate and competitive. Recommendations included:
increasing executives' bonus targets, broadening annual Earnings Per Share
performance targets in order to pay a bonus over a wider range of earnings,
considering alternate long-term incentives to stock options and adding a
supplemental executive retirement benefit. As a result, for 2004 the Annual
Bonus Plan was modified to increase bonus targets, the decision was made to
continue using stock options as the company's primary long-term incentive and a
supplemental executive retirement benefit was adopted.
Base Salaries
The committee reviews salaries for positions with similar responsibilities in
the marketplace from a broad spectrum of manufacturing companies in a wide range
of industries through published national executive compensation survey data.
Salary adjustments are determined by considering merit increases generally being
offered in the aforementioned marketplace, achievement of annual financial and
other objectives by Rogers and the business units or functions for which the
executive officer is responsible, the overall performance of the executive
officer, and any changes in the executive officer's responsibilities. None of
these factors are assigned a specific weighted value. The committee allows the
factors to change to adapt to various individual, business, economic, and
marketplace conditions as they arise. The committee is responsible for approving
salary increases for the CEO and recommendations for salary increases made by
the CEO for the elected corporate officers that report to him.
19
Annual Bonuses
The Annual Incentive Compensation Plan has target bonuses of 50% of base salary
for the CEO, and between 20% and 40% for the other executive officers, including
the other Named Executive Officers. Subject to an overall corporate percentage
of pre-tax profit limitation, actual bonuses may vary from 0% to 200% of the
target bonuses depending on performance relative to plan. These amounts are
determined by the performance of Rogers (Net Income Per Share) and each division
(Division Profit) versus the annual objectives. In general, the broader the
responsibility of the executive, the larger the portion of his or her award
which is based upon corporate, rather than divisional results; the corporate
portion is 100% for the Named Executive Officers. For 2003 overall corporate
performance exceeded targeted levels and, as a result, all of the Named
Executive Officers received a bonus.
Special Bonus
Based on the exceptional financial results for 2003, the Board of Directors
approved a special bonus of $1 million for all Rogers' employees. The majority
of the special bonus went to the employees of the Advanced Circuit Materials
Division due to their contribution to 2003 financial results, and other exempt
and non-exempt salaried and hourly employees worldwide. The Named Executive
Officers portion of the Special Bonus totaled approximately $140,000.
Stock Options
Each year, the committee considers awards of stock options to key personnel.
Stock options are Rogers' primary long-term incentive vehicle. Usually all
senior management personnel, including executive officers, are granted stock
options annually. Other selected personnel are granted options from time to
time. The number of options awarded to an executive officer is based on the
individual's level in the organization, the same performance criteria used to
determine salary adjustments, the number of shares granted in prior years and
the total number of shares available for grants. The committee does not assign
specific weights to these criteria. 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.
Termination of employment because of retirement, or for other reasons, may
shorten the vesting schedule and expiration date.
In fiscal 2003, stock options for a total of 416,100 shares were granted to
employees, of which 155,000 shares were granted to the Named Executive Officers
and 18,000 shares were granted to all other executive officers.
Stock Ownership
In 1998, Rogers established stock ownership guidelines for senior executives.
Such guidelines state that senior executives are expected to own one times their
annual salary in Rogers stock after approximately six years in a senior
executive position, and two times their annual salary in Rogers stock by the
tenth year. To encourage stock ownership, Rogers previously adopted the
aforementioned stock option program and in 1999 the board of directors approved
a new non-qualified deferred compensation plan. This program allows participants
to defer compensation and, ultimately, receive Rogers stock instead of cash.
20
Chief Executive Officer Compensation
In February of 2003, the committee approved a salary increase of $26,910 (6%)
for Mr. Boomer. National survey data from a broad spectrum of manufacturing
companies from a wide range of industries was considered, but the decision was
weighted heavily by his previous salary level and his continued contributions to
Rogers' success. He also received a stock option for 30,000 shares of Rogers
stock exercisable at $38.53 per share, the fair market value of such stock as of
the grant date. This grant was based on the aforementioned stock option
criteria. Mr. Boomer is a participant in Rogers Annual Incentive Compensation
Plan and for 2003 received a bonus of $527,109, which is approximately 110% of
his annualized base salary pursuant to the plan and the Special Bonus.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy
statement and who are employed on the last day of Rogers taxable year to $1
million, unless certain requirements are met. The committee has considered the
impact of this tax code provision and has determined that there is little
likelihood that Rogers would pay any amounts in 2004 that would result in the
loss of a Federal tax deduction under Section 162(m). Accordingly, the committee
has not recommended that any special actions be taken or any plans changed at
this time.
Compensation and Organization Committee: Eileen S. Kraus, Chairperson
William E. Mitchell, Member
Robert G. Paul, Member
21
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Rogers capital stock
over the past five fiscal years with the cumulative total return on the Standard
& Poor's Industrials Index (S&P Industrials) and the S&P SmallCap 600 Electronic
Equipment & Instruments Index (S&P 600 Electr Eqp & Instru). Cumulative total
return is measured assuming an initial investment of $100 on January 3, 1999 and
the reinvestment of dividends as of the end of Rogers' fiscal years.
Fiscal Year Ends 1/3/99 1/2/00 12/31/00 12/30/01 12/29/02 12/28/03
-------------------------------------------------------------------------------------------------------------------
ROGERS CORPORATION $100 $128 $275 $206 $154 $295
S&P INDUSTRIALS 100 126 105 94 71 89
S&P 600 ELECTR EQP & INSTRU 100 175 155 123 89 133
22
Termination of Employment and Change of Control Arrangements
Rogers' severance policy for regular, full-time salaried employees provides, in
general, for continuation of salary payments, health insurance and certain other
benefits for employees whose employment has been involuntarily terminated. The
number of weeks of salary and benefits continuance is based on length of
service. The policy may be amended, modified or terminated at any time by
Rogers, except in the case of the executive officers of Rogers as of November
1991. Such officers may elect the benefits of either the policy in effect in
November 1991, or the severance policy, if any, which may be in existence at the
time each such individual's employment terminates. The right of executive
officers to make such an election may be cancelled by Rogers on three years
notice. Mr. Wachob would be entitled to 78 weeks of salary and benefit
continuance upon termination of employment covered by the policy in effect in
November 1991. In the case of Mr. Boomer, if employment is terminated by Rogers,
other than for cause, severance pay will equal one year of annual base salary
including all employee benefits.
The board of directors determined that it would be in the best interests of
Rogers to ensure that the possibility of a change in control of Rogers would not
interfere with the continuing dedication of Rogers executive officers to their
duties to Rogers and its stockholders. Toward that purpose, Rogers has
agreements with all Named Executive Officers as well as other elected officers
of Rogers which provide certain severance benefits to them in the event of a
termination of their employment during a 36 month period following a change in
control, as defined in the agreements. The initial term of each agreement is
three years and the term is automatically extended for additional one-year
periods each anniversary date of the agreements, unless either party objects to
such extension. If within a 36 month period following a change in control, an
executive's employment is terminated by Rogers without cause, as defined in the
agreements, or if such executive resigns in certain specified circumstances,
then, provided the executive enters into a two-year non-competition agreement
with Rogers, the executive is generally entitled to the following severance
benefits: (i) twice his annual base salary plus bonus; (ii) two years of
additional pension benefits; and (iii) the continuation of health and life
insurance plans and certain other benefits for up to two years. The agreements
provide that severance and other benefits be reduced to an amount so that such
benefits would not constitute so-called "excess parachute payments" under
applicable provisions of the Internal Revenue Code of 1986.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Rogers executive
officers and directors, and persons who own more that 10% of Rogers capital
stock, to file reports of ownership and changes of ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission and the New York Stock Exchange.
Executive officers, directors and greater than 10% stockholders are required to
furnish Rogers with copies of all Forms 3, 4 and 5 they file.
Based solely on Rogers review of the copies of such forms it has received and
written representations from certain reporting persons, Rogers believes that all
of its executive officers and directors complied with all Section 16(a) filing
requirements applicable to them during Rogers fiscal year ended December 28,
2003.
23
Proposal 3: Ratification of Appointment of Independent Auditors
The Audit Committee has appointed Ernst & Young LLP as Rogers independent
auditors for fiscal year 2004 and the board of directors is asking that
stockholders ratify this appointment. Although advisory only because the Audit
Committee is required under the Sarbanes-Oxley Act of 2002 and the related rules
and regulations of the Securities and Exchange Commission to have responsibility
for the appointment of the Company's independent auditors, this proposal is put
before the stockholders in order to seek the stockholders' views on this
important corporate matter. If the stockholders do not ratify the appointment,
the Audit Committee will take the matter under advisement. We expect
representatives of Ernst & Young LLP, Rogers independent auditors selected as
the independent auditors for the fiscal years ending December 28, 2003, and
January 2, 2005, to attend the annual meeting. They will have an opportunity to
make a statement if they wish, and will be available to respond to appropriate
questions.
Fees of Independent Auditors
The following table sets forth the aggregate fees billed to Rogers for the
fiscal years shown.
2003 2002
---- ----
Audit Fees (1) $ $
Audited-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
---- ----
Total $ $
(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.
(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. For 2003, such fees can be
further categorized as tax compliance, planning and preparation ($ ) and
tax consulting and advisory ($ ).
(4) All Other Fees consist of fees for products and services other than the
services reported above and includes fees related primarily to ___________.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditors
The Audit Committee's policy is to pre-approve all audit and non-audit services
provided by the independent auditors. These services may include audit services,
audit-related services, tax services and other services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to the
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairperson when expedition of services is necessary. The independent auditors
and management are required to periodically report to the full Audit Committee
regarding the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services performed to
date. All of the audit, audit-related, tax and other services provided by Ernst
& Young LLP in fiscal year 2003 and related fees were approved in accordance
with the Audit Committee's policy.
24
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the votes cast on this proposal shall
constitute approval of the ratification of the appointment of Ernst & Young LLP
as Rogers independent auditors for fiscal year 2004.
The board of directors recommends a vote FOR the ratification of the appointment
of Ernst & Young LLP as Rogers independent auditors for fiscal year 2004.
25
Proposal 4: Approval of a By-Law Amendment
The board of directors has adopted, and is submitting to the stockholders of
Rogers Corporation for approval, a proposal to amend the second sentence of
Article II, Section 2 of the By-Laws of Rogers (the "By-Law Amendment"). The
By-Law Amendment provides for an extension of the retirement age of directors
from the age of seventy to the age of seventy-two.
Purpose and Summary of Proposed By-Law Amendment
Rogers has long subscribed to sound corporate governance practices including
maintaining a majority of independent directors on its board of directors,
appointing an independent lead director and establishing a mandatory retirement
age for directors. The United States Congress, the Securities and Exchange
Commission and the New York Stock Exchange have adopted a number of corporate
governance and compliance requirements during the past two years. These new
requirements prompted Rogers' board of directors and management to evaluate
Rogers existing corporate governance practices and policies. These evaluations
led to the amendment of certain existing governance documents, such as the Audit
Committee's charter, and the adoption of certain new corporate governance
documents, such as Rogers corporate governance guidelines and charters for
certain other committees of the board of directors.
As part of this evaluation, Rogers board of directors considered director
qualifications, including the existing mandatory retirement age of seventy years
of age contained in Rogers' By-Laws. Rogers board of directors determined that
seventy-two, rather than seventy, years of age is the appropriate age at which
Rogers board of directors believes it should require its directors to retire.
Rogers By-Laws presently require that directors elected after September 10, 1991
may not stand for re-election after their seventieth birthday. Rogers board of
directors proposes to increase this mandatory retirement age from seventy to
seventy-two in order to enable Rogers to maintain the valuable expertise of
directors for an additional two-year period, while at the same time retaining a
mandatory retirement age that is in line with that of many New York Stock
Exchange listed companies in order to encourage board succession and promote the
addition of new perspectives to the board.
The second sentence of Article II, Section 2 of the By-Laws of Rogers presently
reads in pertinent part:
No person serving as a Director on September 10, 1991 shall be elected
or re-elected as a Director on a date which is on or after his or her
seventy-second birthday; no other person shall be elected or re-elected
as a Director on a date which is on or after his or her seventieth
birthday.
At a meeting of the board of directors held on February 19, 2004, a motion was
passed to recommend that the By-Laws of Rogers Corporation be amended to extend
a person's eligibility to serve as a director to the year in which that person
reaches the age of seventy-two. In accordance with such recommendation, the
following resolution will be proposed at the annual meeting, and proxies
returned by stockholders will be voted "for" the resolution amending the By-Laws
unless otherwise directed on the proxy:
RESOLVED: That the second sentence of Article II, Section 2 of Rogers
Corporation's By-Laws be amended to read as follows:
Any person who shall attain age seventy-two shall not thereafter be
eligible for nomination or re-nomination as a member of the Board of
Directors.
26
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the votes cast on this proposal shall
constitute approval of the By-Law Amendment.
The board of directors recommends a vote FOR the By-Law Amendment.
Proposals of Stockholders
Proposals of stockholders intended to be presented at the 2005 Annual Meeting of
Stockholders must be received by Rogers on or before November __, 2004, for
inclusion in Rogers proxy statement and form of proxy. Proposals of stockholders
received after February _, 2005, will not be considered timely and may not be
presented at the 2005 Annual Meeting of Stockholders.
Solicitation of Proxies
Rogers will pay the cost of soliciting proxies. In addition to solicitations by
mail, officers and employees of Rogers may solicit proxies personally and by
telephone, facsimile or other means, for which they will receive no compensation
in addition to their normal compensation. Rogers will also request banks,
brokers and other nominees holding shares for a beneficial owner to forward
proxies and proxy soliciting materials to the beneficial owners of capital stock
held of record by such persons. Rogers will upon request reimburse brokers and
other persons for their related reasonable expenses. In addition, Rogers has
retained InvestorCom, Inc. to assist in the solicitation of proxies at a cost of
approximately $2,500 plus reimbursement of expenses.
"Householding" of Proxy Materials
In December of 2000, the Securities and Exchange Commission adopted new rules
that permit companies and intermediaries (e.g., brokers) to satisfy the delivery
requirements for proxy materials with respect to two or more security holders
sharing the same address by delivering a single proxy statement and annual
report addressed to those security holders. This process, which is commonly
referred to as "householding," potentially means extra convenience for security
holders and cost savings for companies.
This year, a number of brokers with account holders who are Rogers stockholders
will be "householding" proxy materials. As indicated in the notice previously
provided by these brokers to such stockholders, a single proxy statement and an
annual report will be delivered to multiple stockholders sharing an address
unless contrary instructions have been received from an affected stockholder.
Once a stockholder has received notice that the broker will be "householding,"
"householding" will continue until the stockholder is notified otherwise or
until the stockholder has revoked consent by notifying the broker. If, at any
time, a stockholder no longer wishes to participate in "householding" and would
prefer to receive a separate proxy statement and annual report, please notify
the broker, send a written request to Rogers Corporation, Office of the
Corporate Secretary, One Technology Drive, P. O. Box 188, Rogers, Connecticut
06263-0188 or contact Robert M. Soffer at (860) 779-5566.
Stockholders who share the same address, who currently receive multiple copies
of the Rogers proxy statement and annual report from their broker and would like
to request "householding" of such information should contact their broker.
27
Communications with Members of the Board Of Directors
Although the board of directors has not formally adopted a process by which
stockholders may communicate directly with directors, it believes that the
procedures currently in place and described below will continue to serve the
needs of the board and stockholders. Until such time as the board may adopt a
different set of procedures, any such stockholder communications should be sent
to the Board of Directors, Rogers Corporation, One Technology Drive, P. O. Box
188, Rogers, CT 06263-0188, c/o Vice President and Secretary of the Company. At
the present time, all such communications sent by stockholders to the above
address will be forwarded to the Lead Director of the board for consideration.
Availability of Certain Documents
Rogers Corporation maintains a website (http://www.rogerscorporation.com ).
Rogers Corporate Governance Guidelines, Code of Business Conduct and Ethics,
Audit Committee Charter, Compensation and Organization Committee Charter and
Nominating and Governance Committee Charter will be available on this website
prior to our 2004 annual meeting of stockholders. In addition, you may obtain a
copy of any of these documents without charge by sending a request to Rogers
Corporation, One Technology Drive, P. O. Box 188, Rogers, CT 06263-0188, Attn:
Vice President and Secretary. Rogers Corporation's website is not incorporated
into or a part of this proxy statement.
28
Appendix A
Rogers Corporation
Corporate Governance Guidelines
As approved by the Board of Directors on February 19, 2004
The following corporate governance guidelines have been approved by the Board
of Directors of Rogers Corporation. These guidelines, together with the charters
of our standing committees, provide the general framework for the governance of
Rogers. The Board or a designated committee of the Board will review these
guidelines and other aspects of Rogers corporate governance practices on an
annual basis or more often if the Board or such committee deems it necessary or
advisable.
1. Role of Board and Management. The Board of Directors is elected by the
stockholders to oversee management and to assure that the long-term interests of
the stockholders are being served. The Board of Directors has established five
standing committees to assist the Board in discharging its responsibilities: an
Audit Committee, a Compensation and Organization Committee, a Finance Committee,
a Nominating and Governance Committee, and a Safety and Environment Committee.
The Chief Executive Officer or if there is no CEO, the President of the
Company, has general supervision and control of Rogers' business, subject to the
direction of the Board of Directors. Rogers' officers, managers and other
employees, under the general direction of the CEO (or President, if applicable),
conduct Rogers' business to enhance the long-term value of the Company for its
stockholders.
Both the Board of Directors and management recognize that the long-term
interests of stockholders are advanced by responsibly addressing the concerns of
other stakeholders and interested parties including employees, customers,
suppliers, Rogers' communities and the public at large.
2. Functions of the Board of Directors. The Board of Directors generally
has six regularly scheduled meetings a year at which it reviews and
discusses reports by management on the performance of the Company, its
plans and prospects, as well as other issues facing the Company.
Directors are expected to attend all scheduled Board and committee
meetings and to have done such advance preparation, including reviewing
meeting materials, as is necessary to fulfill their responsibilities.
In addition to its general oversight of management, the Board also
performs a number of specific functions, including:
a. selecting the CEO and overseeing CEO succession planning;
b. providing advice and oversight on the selection, evaluation,
development and compensation of senior management;
c. reviewing, approving and monitoring fundamental financial and
business strategies and major corporate actions;
d. evaluating significant risks facing the Company - and reviewing
options for their mitigation; and
e. assuring guidelines are in place for maintaining the integrity of
the Company - the integrity of the financial statements and the
integrity of compliance with law and ethics.
The Board may delegate, and in some cases already has delegated, certain of the
specific functions described above to a committee or committees of the Board.
A - 1
3. Qualifications. Directors should possess the highest personal and
professional ethics, integrity and values, and be committed to representing the
long-term interests of the stockholders. They must also have an objective
perspective and possess practical wisdom and the ability to exercise judgment in
the fulfillment of their responsibilities. Rogers endeavors to have a Board with
diverse experience at policy-making or strategic-planning levels in business or
in other areas that are relevant to the Company's activities.
Directors must be willing to devote sufficient time to carrying out their duties
and responsibilities effectively, and must be committed to serve on the Board
for an extended period of time. Directors should offer their resignation in the
event of any significant change in their personal circumstances, including a
change in their principal job responsibilities.
Rogers' CEO may not become a director of a public company other than Rogers or
any company on whose board of directors the CEO served on the date of adoption
of these guidelines without the prior approval of the Nominating and Governance
Committee. Rogers' CEO may not serve on the board of directors of more than two
public companies in addition to the Rogers Board.
The Board does not believe that arbitrary term limits on Directors' service are
appropriate, nor does it believe that Directors should expect to be renominated
annually until they reach the mandatory retirement age. The Board
self-evaluation process described below will be an important determinant for
Board tenure. Directors will not be nominated for election to the Board after
their 70th birthday.
4. Independence of Directors. A majority of the Directors will be independent
Directors under the independence requirements set forth in Section 303A of the
New York Stock Exchange (NYSE) Listed Company Manual.
It is the Board's goal that at least two-thirds of the Directors will be
independent under the NYSE independence standards. Directors who do not meet the
NYSE's independence standards also make valuable contributions to the Board and
to the Company by reason of their experience and wisdom.
To be considered independent under the NYSE independence standards, the Board
must determine that a Director does not have any direct or indirect material
relationship with Rogers. The Board has established the following guidelines to
assist it in determining Director independence in accordance with those
standards:
a. Relationships that will make a Director not independent: Consistent
with the NYSE independence standards, a Director will not be
independent if, within the preceding three years: (i) the Director was
employed by Rogers; (ii) an immediate family member of the Director
was employed by Rogers as an executive officer; (iii) the Director was
employed by or affiliated with Rogers' present or former internal or
external auditor; (iv) an immediate family member of the Director was
employed in a professional capacity by or affiliated with Rogers'
present or former internal or external auditor; (v) a Rogers'
executive officer was on the compensation committee of the board of
directors of a company which employed the Rogers Director, or an
immediate family member of the Director, as an executive officer; (vi)
the Director, or an immediate family member of the Director, received
more than $100,000 per year in direct compensation from Rogers, other
than Director and committee fees and pension or other forms of
deferred compensation for prior service (provided such compensation is
not contingent in any way on continued service); or (vii) the Director
is an executive officer or employee, or an immediate family member of
the Director is an executive officer, of a company that makes payment
to, or receives payments from, Rogers for property or services in an
amount which, in any single fiscal year, exceeds the greater of $1
million or 2% of such other company's consolidated gross revenues;
A - 2
b. Relationships that will not be material in determining a Director's
independence: The following commercial or charitable relationships
will not be considered to be material relationships that would impair
a Director's independence: (i) if a Rogers Director (other than a
member of the Audit Committee) receives direct or indirect annual
compensation or other benefits (other than Director and committee
fees) of not more than $30,000, (ii) if a Rogers Director is an
executive officer of another company that does business with Rogers
and the annual sales to, or purchases from, Rogers are less than one
percent of the revenues of the company he or she serves as an
executive officer; (iii) if a Rogers Director is an executive officer
of another company which is indebted to Rogers, or to which Rogers is
indebted, and the total amount of either company's indebtedness to the
other is less than one percent of the total consolidated assets of the
company he or she serves as an executive officer; and (iv) if a Rogers
Director serves as an officer, director or trustee of a charitable
organization, and Rogers' discretionary charitable contributions to
the organization are less than one percent 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.) The Board will annually review all
commercial and charitable relationships of Directors which involve
Rogers or members of its management. Whether Directors meet these
categorical independence tests, as well as whether they meet the
standards set forth in subsection (a) above, will be reviewed annually
and the determinations will be made public in connection with or prior
to Rogers' annual meeting of stockholders.
c. Independent Directors at time of adoption of guidelines: As of the
date of the initial adoption of these guidelines, the Board of
Directors has determined that the following eight Directors are
independent under the foregoing guidelines as of the date of adoption
of these guidelines: Baker, Birkenruth, Diefenthal, Howey, Jaskol,
Kraus, Mitchell and Paul.
d. Directors who evaluate relationships: For relationships not covered by
the guidelines in subsection (b) above, the determination of whether
the relationship is material or not, and therefore whether the
Director would be independent or not, shall be made by the Directors
who satisfy the independence guidelines set forth in subsections (a)
and (b) above. For example, if a Director is the CEO of a company that
purchases products and services from Rogers that are more than one
percent of that company's annual consolidated gross revenues, the
Directors could determine, after considering all of the relevant
circumstances, whether such a relationship was material or immaterial,
and whether the Director would therefore be considered independent
under the NYSE independence standards. The Company would explain in
the next proxy statement the basis for any Board determination that a
relationship was immaterial despite the fact that it was outside the
categorical standards of immateriality set forth in subsection (b)
above.
5. Size of Board and Selection Process. The Directors are elected each year by
the stockholders at the annual meeting of stockholders. The Board proposes a
slate of nominees to the stockholders for election to the Board. The Board
also determines the number of Directors on the Board. Between annual
stockholder meetings, the Board may elect Directors to serve until the next
annual meeting of stockholders. The Board believes that, given the size and
breadth of Rogers and the need for diversity of Board views, the size of the
Board should be in the range of eight to twelve Directors.
6. Board Committees. The Board has established the following committees to
assist the Board in discharging its responsibilities: (i) Audit; (ii)
Compensation and Organization; (iii) Finance; (iv) Nominating and Governance;
and (v) Safety and Environment. The current charters of the Audit,
Compensation and Organization and Nominating and Governance Committees are
publicly available on the Rogers website. In addition, the charters will be
mailed to stockholders on written request. The charters of the other
committees established by the Board may also be publicly available from time
to time on the Rogers website. The committee Chairpersons summarize their
committee meetings to the full Board following each meeting of their
respective committee. The committees occasionally hold meetings in
conjunction with the full Board. For example, it is the practice of the
Nominating and Governance Committee to meet in conjunction with the full
Board so that all Directors may hear the review of the CEO's performance.
A - 3
7. Independence of Committee Members. In addition to the requirement that a
majority of the Board satisfy the independence standards discussed in section
4 above, members of the Audit Committee must also satisfy an additional
independence requirement. Specifically, they may not directly or indirectly
receive any compensation from the Company other than their Directors'
compensation.
8. Meetings of Non-Employee Directors. The Board will hold regularly scheduled
sessions for the non-employee Directors without management present. The
Directors have determined that the Company's Lead Director, if one has been
appointed, will be the presiding Director at these sessions. In the event the
Company does not then have a Lead Director or he or she is not in attendance,
the Chairperson of the Nominating and Governance Committee will be the
presiding Director and, in his or her absence, the Chairperson of the
Compensation and Organization Committee will be the presiding Director. The
non-employee Directors may meet without management present at such other
times as determined by the Lead Director.
In order that interested parties may be able to make their concerns known to
the non-management Directors, the Company will also disclose a method for
such parties to communicate directly and confidentially with the presiding
Director or with the non-management Directors as a group.
9. Self-Evaluation. The Board and each of its standing committees will perform
an annual self-evaluation. Annually, the Directors will be requested to
provide to the Board their assessments of the effectiveness of the Board and
the committees on which they serve.
10.Ethics and Conflicts of Interest. The Board expects Rogers Directors, as well
as officers and employees, to act ethically at all times and to acknowledge
their adherence to the requirements set forth in Rogers' code of business
conduct and ethics. If an actual or potential conflict of interest arises for
a Director, the Director shall promptly inform the CEO and the Lead Director.
If a significant conflict exists and cannot be resolved, the Director should
resign. All Directors will recuse themselves from any discussion or decision
affecting their personal, business or professional interests. The Board shall
resolve any conflict of interest question involving the CEO or an elected
corporate officer who regularly reports to the CEO, and the CEO shall resolve
any conflict of interest issue involving any other officer of the Company.
The Company will not make any personal loans or extensions of credit to
Directors or executive officers.
11.Reporting of Concerns to Non-Employee Directors or the Audit Committee.
Anyone who has a concern about Rogers' conduct, or about the Company's
accounting, internal accounting controls or auditing matters, may communicate
that concern directly to the Lead Director, to the non-employee Directors, or
to the Audit Committee. Concerns relating to accounting, internal controls,
auditing or officer conduct shall be sent immediately to the Lead Director
and to the Chairperson of the Audit Committee. The status of all outstanding
concerns addressed to the non-employee Directors, the Lead Director, or the
Audit Committee will be reported to the Lead Director and the Chairperson of
the Audit Committee on a quarterly basis. The Lead Director, or the Audit
Committee Chairperson may direct that certain matters be presented to the
Audit Committee or the full Board and may direct special treatment, including
the retention of outside advisors or counsel, for any concern addressed to
them.
The Company's code of business conduct and ethics prohibits any employee from
retaliating or taking any adverse action against anyone for raising or
helping to resolve an integrity concern.
12.Compensation of Board. The Compensation and Organization Committee shall have
the responsibility for reviewing and recommending to the Board compensation
and benefits for non-employee Directors. In discharging this duty, the
committee shall be guided by three goals: compensation should fairly pay
Directors for work required in a company of Rogers' size and scope;
compensation should align Directors' interests with the long-term interests
of stockholders; and the structure of the compensation should be simple,
transparent and easy for stockholders to understand.
A - 4
13.Succession Plan. The Board shall approve and maintain a succession plan for
the CEO and other senior executives based upon recommendations from the
Compensation and Organization Committee.
14.Annual Compensation Review of Senior Management. The Nominating and
Governance Committee shall annually approve the goals and objectives for
compensating the CEO. That Committee shall evaluate the CEO's performance in
light of these goals and report the results of this evaluation to the
Compensation and Organization Committee for its consideration in setting the
CEO's salary, bonus and other incentive and equity compensation. The
Compensation and Organization Committee shall also annually approve the
compensation structure for the Company's elected corporate officers who
regularly report to the CEO, and shall evaluate the performance of the
Company's elected corporate officers who regularly report to the CEO before
approving their salary, bonus and other incentive and equity compensation. In
carrying out these responsibilities, the Nominating and Governance Committee
may seek input from other members of the Board and other members of the Board
may offer their input to the committee for its consideration as and to the
extent the Committee deems appropriate.
15.Access to Senior Management. Non-employee Directors may contact senior
managers of the Company without senior corporate management present.
16.Access to Independent Advisors. The Board and its committees shall have the
right at any time to retain independent outside financial, legal or other
advisors.
17.Director Orientation and Continuing Education. The CEO, in consultation with
such other members of the Board of Directors or management as he or she deems
appropriate or such persons as otherwise directed by the Board of Directors
or the Nominating and Governance Committee, shall be responsible for
providing an orientation for new Directors, and for periodically providing
materials or briefing sessions for all Directors on subjects that would
assist them in discharging their duties. Each new Director shall complete an
orientation program within six months of election to the Board. The
orientation program will include presentations by management designed to
familiarize the new Director with the Company's business and strategic plans,
key policies and practices, principal officers and management structure,
auditing and compliance processes and its code of business conduct and ethics
or similar document.
A-5
Appendix B
Rogers Corporation
Audit Committee Charter
As approved by the Board of Directors on February 19, 2004
I. General Statement of Purpose
The Audit Committee of the Board of Directors (the "Audit Committee") of
Rogers Corporation (the "Company") assists the Board of Directors (the
"Board") in general oversight and monitoring of: (i) the integrity of
financial statements of the Company; (ii) the financial reporting process
and systems of internal accounting and financial controls; (iii) the
independent auditors' qualifications, independence and performance, (iv)
the performance of the Company's internal audit function, and (v) the
Company's procedures for compliance with legal and regulatory requirements.
In discharging its objectives, the Audit Committee is empowered to
investigate any matter brought to its attention with full access to all
books, records, facilities and personnel of the Company and the power to
retain counsel, or other experts for this purpose.
II. Audit Committee Composition
The membership of the Audit Committee shall consist of at least three
members and shall consist solely of independent directors. A director's
"independence" will be determined in accordance with the rules of the New
York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of
1934 (the "Exchange Act") and the related rules and regulations of the
Securities and Exchange Commission. At a minimum this will require
directors who are independent of management and the Company and who are
free of any relationship that, in the opinion of the Board of Directors,
would interfere with their exercise of independent judgment as committee
members. Each member of the Audit Committee shall be financially literate,
or shall become financially literate within a reasonable period of time
after appointment to the Audit Committee, as such qualification is
interpreted by the Board in its business judgment. At least one member of
the Audit Committee shall have accounting or related financial management
expertise, as such qualification is interpreted by the Board in its
business judgment. One or more members of the Audit Committee may qualify
as an "Audit Committee Financial Expert" as defined by the Securities and
Exchange Commission.
The Nominating and Governance Committee shall recommend nominees for
appointment to the Audit Committee annually and as vacancies or newly
created positions occur. The members of the Audit Committee shall be
appointed annually by the Board and may be replaced or removed by the Board
with or without cause. Resignation or removal of a Director from the Board,
for whatever reason, shall automatically and without any further action
constitute resignation or removal, as applicable, from the Audit Committee.
Any vacancy on the Audit Committee, occurring for whatever reason, may be
filled only by the Board.
The Board shall designate one member of the Audit Committee to be
Chairperson of the Audit Committee.
Audit Committee members shall not simultaneously serve on the audit
committees of more than two other public companies.
B - 1
III. Compensation
A member of the Audit Committee may not, other than in his or her capacity
as a member of the Audit Committee, the Board or any other committee
established by the Board, receive directly or indirectly any consulting,
advisory or other compensatory fee from the Company. A member of the Audit
Committee may receive additional directors' fees to compensate such member
for the significant time and effort expended by such member to fulfill his
or her duties as an Audit Committee member.
IV. Meetings
The Audit Committee will meet as often as may be deemed necessary or
appropriate and at such times and places as it shall determine, but not
less frequently than quarterly. The Audit Committee will meet periodically
with management, the internal auditors (or persons responsible for the
internal audit function) and the independent auditors in separate executive
sessions. The Audit Committee will record the actions taken at meetings and
will report to the full Board with respect to its meetings.
The meetings of the Audit Committee may be held in person or by conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. A majority of the members
of the committee shall constitute a quorum and the committee may act by a
vote of a majority of the members present at such meeting. In lieu of a
meeting, the Audit Committee may act by unanimous written consent as and to
the extent that it deems appropriate.
In the absence of the Chairperson of the Audit Committee, the members may
appoint any other member to preside.
V. Responsibilities
The policies and procedures of the Audit Committee shall remain flexible,
in order to permit the Audit Committee to react to changing conditions and
circumstances.
The Audit Committee shall have the sole authority to appoint, retain,
terminate or replace the Company's independent auditors (subject, if
required or permitted by applicable law, to shareholder ratification). The
Audit Committee shall be directly responsible for the oversight of the work
of the independent auditors (including resolving disagreements between
management and the independent auditors regarding financial reporting) for
the purpose of preparing or issuing an audit report or related work, or
performing other audit, review or attest services for the Company. The
Audit Committee shall be directly responsible for the compensation of the
independent auditors. The Audit Committee shall inform the independent
auditors that the independent auditors shall report directly to the Audit
Committee.
The Audit Committee shall pre-approve all auditing services (which may
include providing comfort letters in connection with securities
underwritings) and permitted non-audit services, including, in each case,
the fees and terms thereof, to be performed for the Company by its
independent auditors in accordance with applicable rules and regulations.
The Audit Committee may delegate the authority to one or more members to
pre-approve audit and permitted non-audited services, provided that
decisions of such subcommittee to grant such pre-approvals shall be
presented to the full Audit Committee at its next scheduled meeting. The
Audit Committee may establish policies and procedures for pre-approval of
non-audit services; provided that such policies and procedures are detailed
as to the particular service and the Audit Committee is promptly informed
of each service in accordance with such policies and procedures. The
Company shall provide for appropriate funding, as determined by the Audit
Committee, for payment of compensation to the independent auditors for the
purpose of rendering or issuing an audit report and to any advisors
employed by the Audit Committee.
The Audit Committee shall perform an annual self-evaluation of the
performance of the Audit Committee and report to the Board on the results
of such evaluation.
B - 2
VI. Audit Committee Principal Processes
The principal processes of the Audit Committee will generally include the
following which are set forth as a guide with the understanding that the
Audit Committee may supplement them as appropriate:
A. Review of Charter and Preparation of Proxy Statement Report
B - 3
The Audit Committee shall review and assess the adequacy of this Charter
annually and recommend any proposed changes to this Charter to the Board
for its consideration and approval. The Audit Committee shall prepare the
report required by the rules of the Securities and Exchange Commission to
be included in the Company's annual proxy statement.
B. Matters Relating to Selection, Independence and Performance of
Independent Auditors
The Audit Committee shall have a clear understanding with management and
the independent auditors that the independent auditors are ultimately
accountable to the Board and the Audit Committee, as representatives of the
Company's shareholders. The Audit Committee shall discuss with the
independent auditors its independence from management and the Company and
the matters included in the written disclosures required by the
Independence Standards Board.
The Audit Committee (i) shall request that the independent auditors provide
the Audit Committee with the written disclosures and the letter required by
Independence Standards Board Standard No. 1, as modified or supplemented,
(ii) require that the independent auditors submit to the Audit Committee on
a periodic basis a formal written statement delineating all relationships
between the independent auditors and the Company, (iii) discuss with the
independent auditors any disclosed relationships or services that may
impact the objectivity and independence of the independent auditors, and
(iv) based on such disclosures, statements and discussions take or
recommend that the Board take appropriate action in response to the
independent auditors' report to satisfy itself of the independent auditors'
independence.
The Audit Committee shall, at least annually, obtain a report (the
"Independent Auditors' Annual Report") by the independent auditors
describing: (i) the firm's internal quality-control procedures; (ii)
material issues raised by the most recent internal quality-control review,
or peer review, of the firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues; and (iii) all relationships
between the independent auditors and the Company in order to assess the
auditors' qualifications and independence.
The Audit Committee shall review with the independent auditors any audit
problems or difficulties and management's response, including any
restrictions on the scope of the independent auditors' activities or on
access to requested information, and any significant disagreements with
management.
The Audit Committee shall evaluate the independent auditors'
qualifications, performance and independence, and shall present its
conclusions with respect to the independent auditors to the full Board. As
part of such evaluation, at least annually, the Audit Committee shall:
(i) review the Independent Auditors' Annual Report;
(ii) review and evaluate the performance of the independent auditors and
the lead partner (and the Audit Committee may review and evaluate the
performance of other members of the independent auditors' audit
staff), and
(iii) assure the regular rotation of the audit partners (including, without
limitation, the lead and concurring partners) as required under the
Exchange Act and Regulation S-X.
B - 4
In this regard, the Audit Committee shall also (1) seek the opinion of
management and the internal auditors (or persons responsible for the
internal audit function) of the independent auditors' performance and (2)
consider whether, in order to assure continuing auditor independence, there
should be regular rotation of the audit firm.
The Audit Committee shall set clear hiring policies for employees or former
employees of the independent auditors that, at a minimum, meet the
requirements of applicable Securities and Exchange Commission rules and
regulations and listing standards of the New York Stock Exchange.
C. Matters Related to Company Policies and Procedures
The Audit Committee shall receive regular reports from the independent
auditors on the critical policies and practices of the Company, and all
alternative treatments of financial information within generally accepted
accounting principles that have been discussed with management.
The Audit Committee shall review, if such assertions and/or assessments are
required by applicable law, management's assertion on its assessment of the
effectiveness of internal controls as of the end of the most recent fiscal
year and the independent auditors' report on management's assertion.
The Audit Committee shall establish procedures for the receipt, retention,
and treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
The Audit Committee shall discuss policies with respect to risk assessment
and risk management, including the Company's major financial risk exposures
and the steps management has taken to monitor and control such exposures.
The Audit Committee shall assist the Board in its oversight of the
Company's compliance with the legal and regulatory requirements applicable
to the Company and its subsidiaries.
The Audit Committee shall (i) discuss with management legal matters
(including pending or threatened litigation) that may have a material
effect on the Company's financial statements or its compliance policies and
procedures, and (ii) take such action as the Audit Committee deems
necessary or appropriate, including having discussions with management
and/or other employees of Rogers, in the event the Audit Committee receives
a report pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder from an attorney appearing and practicing before the Securities
and Exchange Commission on Rogers' behalf.
D. Audited Financial Statements and Related Audits
The Audit Committee shall discuss with the internal auditors (or persons
responsible for the internal audit function) and the independent auditors
the overall scope and plans for their respective audits including the
adequacy of staffing and compensation and the matters required to be
discussed pursuant to Statement on Auditing Standards No. 61. The Audit
Committee shall include in these discussions, to the extent it deems
appropriate, the members of management who are responsible for preparing
the Company's financial statements.
The Audit Committee shall review and discuss with management, the internal
auditors (or persons responsible for the internal audit function), and the
independent auditors the adequacy and effectiveness of the accounting and
financial controls, including the Company's system to monitor and manage
major business risks, and legal and ethical compliance programs. Further,
the Audit Committee shall periodically meet separately with management,
with the internal auditors (or persons responsible for the internal audit
function) and with the independent auditors to discuss the results of their
reviews and examinations.
B - 5
The Audit Committee shall review and discuss with management and the
independent auditors the annual audited financial statements including (a)
all critical accounting policies and practices used or to be used by the
Company, (b) the Company's disclosures under Management's Discussion and
Analysis of Financial Condition and Results of Operations to be included in
the Company's Annual Report on Form 10-K (or the annual report to
shareholders if distributed prior to the filing of Form 10-K), including
the independent auditors' judgment about the quality, not just the
acceptability, of accounting principles, the reasonableness of significant
judgments, and the clarity of the disclosures in the financial statements,
and (c) any significant financial reporting issues that have arisen in
connection with the preparation of such audited financial statements. Also,
the Audit Committee shall discuss the results of the annual audit and any
other matters required to be communicated to the Audit Committee by the
independent auditors under generally accepted auditing standards. The Audit
Committee shall review:
(i) analyses prepared by management, the internal auditors (or persons
responsible for the internal audit function) and/or the independent
auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial
statements, including analyses of the effects of alternative GAAP
methods on the financial statements. The Audit Committee may consider
the ramifications of the use of such alternative disclosures and
treatments on the financial statements, and the treatment preferred
by the independent auditors. The Audit Committee may also consider
other material written communications between the independent
auditors and management, such as any management letter or schedule of
unadjusted differences;
(ii) major issues as to the adequacy of the Company's internal controls
and any special audit steps adopted in light of material control
deficiencies;
(iii) major issues regarding accounting principles and procedures and
financial statement presentations, including any significant changes
in the Company's selection or application of accounting principles;
and
(iv) the effect of regulatory and accounting initiatives, as well as
off-balance sheet transactions and structures, on the financial
statements of the Company.
The Audit Committee shall review and, if it deems necessary or appropriate,
discuss with the independent auditors (outside of the presence of
management) how the independent auditors plan to handle their
responsibilities under the Private Securities Litigation Reform Act of
1995, and request assurance from the independent auditors that the
obligations under Section 10A of the Private Securities Litigation Reform
Act of 1995 have not been incurred.
The Audit Committee shall review and discuss with the independent auditors
any audit problems or difficulties and management's response thereto. This
review shall include (1) any difficulties encountered by the independent
auditors in the course of performing their audit work, including any
restrictions on the scope of their activities or their access to
information, (2) any significant disagreements with management and (3) a
discussion of the responsibilities, budget and staffing of the Company's
internal audit function.
B - 6
The Audit Committee shall discuss with the independent auditors those
matters brought to the attention of the Audit Committee by the auditors
pursuant to Statement on Auditing Standards No. 61 ("SAS 61").
The Audit Committee shall also review and discuss with the independent
auditors the report required to be delivered by such auditors pursuant to
Section 10A(k) of the Exchange Act.
The Audit Committee shall discuss with the Chief Executive Officer and
Chief Financial Officer of the Company (1) all significant deficiencies and
material weaknesses in the design or operation of internal controls and
procedures for financial reporting which could adversely affect the
Company's ability to record, process, summarize and report financial
information required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act, within the time periods specified
in the SEC's rules and forms, and (2) any fraud involving management or
other employees who have a significant role in the Company's internal
controls and procedures for financial reporting.
Based on the Audit Committee's review and discussions (1) with management
regarding the audited financial statements, (2) with the independent
auditors of the matters required to be discussed by SAS 61, and (3) with
the independent auditors concerning the independent auditors' independence,
the Audit Committee shall make a recommendation to the Board as to whether
the Company's audited financial statements should be included in the
Company's Annual Report on Form 10-K for the last fiscal year.
E. Internal Audit
At least annually, the Audit Committee shall evaluate the performance,
responsibilities, budget and staffing of the Company's internal auditors
(or persons responsible for the internal audit function) and review the
internal audit plan. Such evaluation may include a review of the
responsibilities, budget and staffing of the Company's internal audit
function with the independent auditors.
F. Interim Financial Statements, Earnings Releases and Other Financial
Information
The Audit Committee shall review and discuss (i) earnings press releases,
including the use of "pro forma" or "adjusted" non-GAAP information, prior
to their release, (ii) such other material financial information and
earnings guidance provided to ratings agencies and similar entities prior
to their use, and (iii) the interim financial statements and disclosures
under Management's Discussion and Analysis of Financial Condition and
Results of Operations with management and the independent auditors prior to
the filing of the Company's Quarterly Report on Form 10-Q, including the
results of the independent auditors' review of the quarterly financial
statements and any other matters required to be communicated to the Audit
Committee by the independent auditors under generally accepted auditing
standards.
VII. General
The Audit Committee may establish and delegate authority to subcommittees
consisting of one or more of its members, when the Audit Committee deems it
appropriate to do so in order to carry out its responsibilities.
The Audit Committee shall make regular reports to the Board regarding its
responsibilities.
In carrying out its responsibilities, the Audit Committee shall be entitled
to rely upon advice and information that it receives in its discussions and
communications with management and such experts, advisors and professionals
with whom the Audit Committee may consult. The Audit
B - 7
Committee shall have the authority to request that any officer or employee
of the Company, the Company's outside legal counsel, the Company's
independent auditors or any other professional retained by the Company to
render advice to the Company attend a meeting of the Audit Committee or
meet with any members of or advisors to the Audit Committee. The Audit
Committee shall also have the authority to engage legal, accounting or
other advisors to provide it with advice and information in connection with
carrying out its responsibilities and shall have sole authority to approve
any such advisor's fees and other retention terms.
Notwithstanding the responsibilities and powers of the Audit Committee set
forth in this Charter, the Audit Committee does not have the responsibility
of planning or conducting audits of the Company's financial statements or
determining whether or not the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting principles.
Such responsibilities are the duty of management and the independent
auditors. Management is also responsible for the preparation, presentation,
and integrity of the Company's financial statements and for the
appropriateness of the accounting principles and reporting policies that
are used by the Company. The independent auditors are responsible for
auditing the Company's financial statements and for reviewing the Company's
unaudited interim financial statements.
B - 8
ROGERS CORPORATION
One Technology Drive
P. O. Box 188
Rogers, Connecticut 06263-0188
PHONE:
860.774.9605
WEBSITE:
http://www.rogerscorporation.com
Preliminary Copies
[X] PLEASE MARK VOTE REVOCABLE PROXY REVOCABLE PROXY
AS IN THIS EXAMPLE ROGERS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL __, 2004
The undersigned hereby appoints JAMES M. RUTLEDGE and ROBERT M. SOFFER, and
each of them acting singly, with full power of substitution, as attorneys and
proxies of the undersigned, to vote all shares of capital stock of Rogers
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Rogers Corporation to be held on April __, 2004 at 10:30 a.m. on
the 26th floor of Fleet Bank (which at the time of the annual meeting may be
known as Bank of America), 777 Main Street, Hartford, Connecticut, and at any
and all adjournments thereof. The proxies are authorized to vote all shares of
stock in accordance with the following instructions and with discretionary
authority upon such other business as may properly come before the meeting or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4:
For Against Abstain
1. FIXING THE BOARD OF DIRECTORS AT [ ] [ ] [ ]
NINE. To fix the number of persons
constituting the full board of
directors at nine.
With- For All
For hold Except
2. ELECTING DIRECTORS. To elect the [ ] [ ] [ ]
following nominees as directors (except
as marked to the contrary below):
Leonard M. Baker, Walter E. Boomer, Edward L. Diefenthal,
Gregory B. Howey, Leonard R. Jaskol, Eileen S. Kraus,
William E. Mitchell, Robert G. Paul and Robert D. Wachob.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and write that nominee's name in the space provided below.
--------------------------------------------------------------------------------
3. To ratify Ernst & Young LLP as Rogers Corporation's independent auditors
for the fiscal year ending January 2, 2005.
For [ ] Against [ ] Abstain [ ]
4. To amend the second sentence of Article II, Section 2 of the By-Laws as
set forth in the proxy statement.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4, AND AT THE
DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
-----------------------
Please be sure to date and sign | Date |
this Proxy in the box below. | |
-------------------------------------------------------------
| |
| |
| |
|--Stockholder sign above-----Co-holder (if any) sign above--|
Detach above card, date, sign and mail in postage paid envelope provided.
ROGERS CORPORATION
--------------------------------------------------------------------------
| Please sign exactly as your name(s) appear(s) on this proxy card. When |
| signing in a representative capacity, please give full title. |
| |
| As a stockholder, you are entitled to vote at this year's Annual |
| Meeting of Stockholders and are encouraged to do so by signing, dating |
| and returning this proxy card as soon as possible. |
| PLEASE ACT PROMPTLY |
| DATE, SIGN & MAIL YOUR PROXY CARD TODAY |
--------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY CARD IN THE ENVELOPE PROVIDED.
----------------------------------------
----------------------------------------
----------------------------------------
Preliminary Copies
[X] PLEASE MARK VOTE REVOCABLE PROXY
AS IN THIS EXAMPLE ROGERS CORPORATION (RESIP)
ANNUAL MEETING OF STOCKHOLDERS
APRIL __, 2004
The undersigned hereby appoints JAMES M. RUTLEDGE and ROBERT M. SOFFER, and
each of them acting singly, with full power of substitution, as attorneys and
proxies of the undersigned, to vote all shares of capital stock of Rogers
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Rogers Corporation to be held on April __, 2004 at 10:30 a.m. on
the 26th floor of Fleet Bank (which at the time of the annual meeting may be
known as Bank of America), 777 Main Street, Hartford, Connecticut, and at any
and all adjournments thereof. The proxies are authorized to vote all shares of
stock in accordance with the following instructions and with discretionary
authority upon such other business as may properly come before the meeting or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4:
For Against Abstain
1. FIXING THE BOARD OF DIRECTORS AT [ ] [ ] [ ]
NINE. To fix the number of persons
constituting the full board of
directors at nine.
With- For All
For hold Except
2. ELECTING DIRECTORS. To elect the [ ] [ ] [ ]
following nominees as directors (except
as marked to the contrary below):
Leonard M. Baker, Walter E. Boomer, Edward L. Diefenthal,
Gregory B. Howey, Leonard R. Jaskol, Eileen S. Kraus,
William E. Mitchell, Robert G. Paul and Robert D. Wachob.
Page 2
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"For All Except" and write that nominee's name in the space provided below.
--------------------------------------------------------------------------------
3. To ratify Ernst & Young LLP as Rogers Corporation's independent auditors
for the fiscal year ending January 2, 2005.
For [ ] Against [ ] Abstain [ ]
4. To amend the second sentence of Article II, Section 2 of the By-Laws as
set forth in the proxy statement.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 4, AND AT THE
DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
-----------------------
Please be sure to date and sign | Date |
this Proxy in the box below. | |
-------------------------------------------------------------
| |
| |
| |
|--Stockholder sign above-----Co-holder (if any) sign above--|
Detach above card, date, sign and mail in postage paid envelope provided.
ROGERS CORPORATION
---------------------------------------------------------------------------
| This proxy is evidence of your ownership of Rogers Corporaion Capital |
| Stock through the Rogers Employee Savings and Investment Plan (RESIP) |
| held by the Trustee, CIGNA Bank & Trust Company, FSB. |
| |
| As a stockholder, you are entitled to vote at this year's Annual |
| Meeting of Stockholders and are encouraged to do so by signing, dating |
| and returning this proxy card as soon as possible. |
| PLEASE ACT PROMPTLY |
| DATE, SIGN & MAIL YOUR PROXY CARD TODAY |
---------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY CARD IN THE ENVELOPE PROVIDED.
----------------------------------------
----------------------------------------
----------------------------------------
Page 3