SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant X
Filed by a party other than the registrant _
Check the appropriate box:
_ Preliminary proxy statement
X Definitive proxy statement
_ Definitive additional materials
_ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ROGERS CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ROBERT M. SOFFER
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
_ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a- 6(i)(3).
_ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________________
(3) Per unit price or their underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
______________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________________
_ Check box if any part of the fee is offset as provided by the
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:_______________________________________________
(2) Form, Schedule or Registration Statement No.:_________________________
(3) Filing Party:_________________________________________________________
(4) Date Filed:___________________________________________________________
- ----------
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
ROGERS CORPORATION
NOTICE OF 1995 ANNUAL MEETING
PROXY STATEMENT
<PAGE>
March 13, 1995
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(203) 774-9605
Dear Stockholder:
We extend a cordial invitation for you to attend the
Corporation's Annual Meeting of Stockholders on Tuesday, April
18, 1995, at 10:00 A.M., in Boston, Massachusetts, at the Goodwin,
Procter & Hoar Conference Center, Exchange Place (2nd floor) at
the corner of State and Congress Streets.
The only formal action expected this year is the election of
Directors. Following the meeting formalities, there will be
reports about the Corporation's current operations and future
prospects. We will welcome your questions and comments.
Whether or not you plan to attend, it is important that your
shares be represented at this meeting. Please complete, sign,
date and return the proxy card in the enclosed envelope. Should
you be able to attend -- and we hope you do -- we will be happy
to have you vote in person.
Sincerely,
Harry H. Birkenruth
President and
Chief Executive Officer
1
<PAGE>
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of Rogers Corporation, a
Massachusetts corporation, will be held on Tuesday, April 18,
1995, at 10:00 A.M. in Boston, Massachusetts, at the Goodwin,
Procter & Hoar Conference Center, Exchange Place (2nd floor) at
the corner of State and Congress Streets, for the following
purposes:
1. To fix the number of and to elect a Board of Directors for
the ensuing year.
2. 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 February
21, 1995, the record date fixed by the Board of Directors for
such purpose.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March 13, 1995
________________________________________________________________________
Stockholders are requested to complete, sign and date the
enclosed proxy card and send it by return mail in the enclosed
envelope. Proxies are revocable and any stockholder may withdraw
his or her proxy and vote in person at the meeting.
2
<PAGE>
Proxy Statement
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
March 13, 1995
This proxy statement is furnished 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
Tuesday, April 18, 1995, at 10:00 A.M., in Boston, Massachusetts,
at the Goodwin, Procter & Hoar Conference Center, Exchange Place
(2nd floor) at the corner of State and Congress Streets.
Stockholders of record as of the close of business on February
21, 1995, are entitled to vote at the meeting and any adjournment
thereof. As of that date, 3,529,053 shares of Capital Stock of
the Corporation were outstanding. Stockholders are entitled to
one vote for each share owned. Execution of a proxy will not in
any way affect a stockholder's 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.
The persons named in the enclosed proxy are both officers of the
Corporation and Harry H. Birkenruth is also a Director. If a
properly executed proxy is submitted and no instructions are
given, the proxy will be voted: FOR fixing the number of
Directors for the ensuing year at nine and the election of the
nominees to the Board of Directors shown on the next page under
the heading "Nominees for Director" (except for any nominee or
nominees as to whom authority is withheld).
No matters other than those set forth in the Notice of Annual
Meeting on the preceding page are expected 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 received will be voted with respect thereto in
accordance with the judgment of the persons named as proxies.
An Annual Report containing financial statements is enclosed
with, but not as a part of, this proxy statement.
3
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Directors of the Corporation are elected annually and hold
office until the next Annual Meeting of Stockholders and
thereafter until their successors have been elected and
qualified. The Directors know of no reason why any nominee
should be unable or unwilling to serve, but if such should be the
case, 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 the Corporation and were elected to their
present term of office at the Annual Meeting of Stockholders held
on April 28, 1994.
NOMINEES FOR DIRECTOR
Age and Year Positions Principal
First Became Now Held Occupation and
Name Director With Rogers Other Directorships
- ------------------------------------------------------------------------------
Leonid V. Azaroff 68 - 1976 Director Professor Emeritus,
Institute of Materials
Science, University of
Connecticut
- ------------------------------------------------------------------------------
Leonard M. Baker 60 - 1994 Director Vice President,
Technology
Praxair, Inc.
- ------------------------------------------------------------------------------
Wallace Barnes 68 - 1983 Director Chairman, Director,
Retired Chief Executive
Officer, Barnes Group,
Inc.;
Director, Aetna Life
& Casualty;
Director, Loctite
Corporation;
Chairman, Director, Rohr,
Inc.
- ------------------------------------------------------------------------------
Harry H. Birkenruth 63 - 1964 President; President, Chief Executive
Director Officer, Rogers Corporation
- -------------------------------------------------------------------------------
Mildred S. Dresselhaus 64 - 1986 Director Institute Professor,
Massachusetts Institute of
Technology
- -------------------------------------------------------------------------------
Donald J. Harper 67 - 1986 Director Retired Chairman and
Chief Executive Officer,
Insilco Corporation;
Director, Okay Industries,
Inc.
- -------------------------------------------------------------------------------
Gregory B. Howey 52 - 1994 Director President, Director, Okay
Industries, Inc.
- -------------------------------------------------------------------------------
Leonard R. Jaskol 56 - 1992 Director Chairman, Director,
President, Chief Executive
Officer, Lydall, Inc.;
Director, Eastern
Enterprises
- -------------------------------------------------------------------------------
William E. Mitchell 51 - 1994 Director President, Director, Chief
Executive Officer, Nashua
Corporation
- -------------------------------------------------------------------------------
The Board of Directors recommends a vote FOR fixing the number of
Directors for the ensuing year at nine (which requires approval
of a majority of the shares of Capital Stock present or
represented and entitled to vote at the meeting) and the election
of the above named nominees. Such individuals will be elected as
Directors upon approval of a plurality of the votes cast at the
1995 Annual Meeting of Stockholders.
4
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding ownership of
the Corporation's Capital Stock as of February 1, 1995, by each
of the current Directors and executive officers named in the
Summary Compensation Table (the "Named Executive Officers") and
by all such individuals and other executive officers as a group.
Amount and Nature of Beneficial
Ownership
-----------------------------------
Acquirable
Name of Person Currently Within 60 Percent
or Group Owned Days(1) of Class
- -------------------------------------------------------------------
Leonid V. Azaroff 3,000(2)(3) 5,096 *
Leonard M. Baker 292 134 *
Wallace Barnes 1,359 201 *
Harry H. Birkenruth 30,142 18,733 1.38
Mildred S. Dresselhaus 3,559 201 *
Donald J. Harper 1,000(3) 201 *
Aarno A. Hassell 6,161 12,500 *
Gregory B. Howey 292 134 *
Leonard R. Jaskol 1,359 201 *
Bruce G. Kosa 2,066(2) 4,550 *
William E. Mitchell 292 292 *
John A. Richie 300 3,000 *
Robert D. Wachob 3,755(2) 9,333 *
Directors and Executive
Officers as a Group
15 Persons 53,737 63,992 3.28
- -------------------------------------------------------------------
(1)Represents shares which may be acquired under options
exercisable within the 60 days immediately following February
1, 1995.
(2)Dr. Azaroff, Mr. Kosa, and Mr. Wachob own, respectively,
900, 1,500, and 2,762 shares, included above, as to which
investment and voting power is shared.
(3)Dr. Azaroff and Mr. Harper each deferred 359 shares of 1994
stock compensation which is not included.
* Less than 1% of outstanding Capital Stock.
5
<PAGE>
BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CORPORATION'S STOCK
The following table sets forth information as to the beneficial
ownership of each person known to the Corporation to own more
than 5% of the outstanding Capital Stock.
Shares Percent
Name and Address Beneficially of
of Beneficial Owner Owned Class (1)
- -----------------------------------------------------------------
Capital Research and 220,000 6.2
Management Company (2)
333 South Hope Street
Los Angeles, California 90071
Orion Capital Corporation 201,800 5.7
600 Fifth Avenue
New York, New York 10020
Prudential Investment Advisors(3) 266,300 7.5
751 Broad Street
Newark, New Jersey 07101
State Farm Mutual Automobile 200,000 5.7
Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710
Westport Asset Management, Inc. 324,200(4) 8.9(4)
253 Riverside Avenue
Westport, Connecticut 06880
- ----------------------------------------------------------------
(1) The Corporation has only one class of stock, its Capital Stock.
(2) Capital Research and Management Company, a registered
investment advisor and an operating subsidiary of The Capital
Group Companies, Inc., exercises investment discretion with
respect to 220,000 shares, or 6.2% of outstanding shares,
which were owned by various institutional investors. Said
subsidiary has no power to direct the vote of such shares.
(3) Prudential Investment Advisors is an investment subsidiary of
the Prudential Insurance Company of America.
(4) Westport Asset Management, Inc. is a registered investment
advisor, which exercises investment discretion over all such
shares, which are beneficially owned by several institutional
investors. Included in the stated number of shares and
percent of ownership are 100,000 shares which may be acquired
by exercise of warrants.
6
<PAGE>
BOARD OF DIRECTORS
MEETINGS; CERTAIN COMMITTEES
The Board of Directors of the Corporation, which held six
meetings during 1994, has five committees, including an Audit
Committee and a Compensation and Organization Committee. There
is no nominating committee. All Directors attended more than 75
percent of the aggregate of the total number of meetings in 1994
of the Board and the committees on which each such Director
served, except for Donald J. Harper, who did not do so due to an
illness.
The Audit Committee held two meetings in 1994, and has among its
functions making recommendations with respect to the selection of
the independent auditors of the Corporation, meeting with the
independent auditors to review the scope, accuracy and results of
the audit, and making inquiries as to the adequacy of the
Corporation's accounting, financial and operating controls. Dr.
Azaroff is chairperson of the Audit Committee, with Dr. Baker and
Mr. Jaskol as members.
The Compensation and Organization Committee held four meetings in
1994, and has among its functions reviewing the salary system to
ensure 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
President's compensation and approves or disapproves the
President's recommendations with respect to the compensation of
executive officers who report to him. Mr. Barnes is chairperson
of the Compensation and Organization Committee, with Messrs.
Harper and Jaskol as members.
DIRECTORS' COMPENSATION
For 1994, each Director who was not an employee of the
Corporation earned an annual retainer of $13,500, $1,050 for each
Board meeting attended and $1,250 or $800 for each committee
meeting attended, the amount varying by capacity as chairperson
or as a member.
Pursuant to the 1994 Stock Compensation Plan, the retainer fee
for non-employee Directors will be paid semiannually in shares
of the Corporation's Capital Stock, with the number of shares of
stock granted based on its then fair market value. Stock options
also are granted to non-employee Directors twice a year. The
number of shares in each six-month period for which stock options
are granted is determined by dividing $6,750 (half of the annual
non-employee director retainer fee at the time the plan was
established) by the fair market value of a share of the Corporation's
Capital Stock as of the date of grant. Existing stock options issued
under this plan are exercisable within a period of ten years from
date of grant.
Pursuant to the Corporation's 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 the
Corporation's Capital Stock.
In January of 1994, Dr. Azaroff received a stock option grant for
552 shares pursuant to the 1988 Stock Option Plan which was in
effect for Directors in 1993. Under this plan, each non-employee
Director could have elected annually to receive all or part of
his or her annual retainer and fees in the form of a non-
qualified stock option. Such Director's options had a price per
share equal to $1.00 and would be granted each July and January
with respect to the waived amount of compensation earned for the
immediately preceding six full calendar months. The number of
shares subject to a Director's option was determined by dividing
the waived amount of the Director's prorated annual retainer and
fees applicable to the six-month period by the difference between
the fair market value of a share of Capital Stock as of the date
of grant and $1.00.
7
<PAGE>
EXECUTIVE COMPENSATION
The tables, graphs and narrative on pages 8 through 14 of this
Proxy Statement set forth certain compensation information about
the Corporation's Chief Executive Officer and its other four most
highly compensated executive officers. The Corporation does not
presently have any Long-Term Incentive Plans and did not reprice
any stock options (as defined by the executive compensation
reporting rules of the Securities and Exchange Commission).
Therefore, no corresponding tables are provided.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Compensation
Annual Compensation Awards
------------------------------- ------------
Other Stock All
Name and Annual Options Other
Principal Compen- (Number of Compen-
Position Year Salary Bonus sation<F1> Shares) sation<F2>
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harry H. Birkenruth<F3> 1994 $260,000 $210,862 $13,475<F4> 15,000 $8,035
President and Chief 1993 226,600 335,350<F5> 12,122<F4> 24,000 6,642
Executive Officer 1992 210,310 0 35,749<F6> 10,000 6,503
Robert D. Wachob 1994 140,000 86,598 5,000 1,500
Vice President, 1993 125,660 102,184<F5> 9,000 781
Sales & Marketing 1992 122,000 0 3,400 553
Aarno A. Hassell 1994 137,000 58,029 3,988<F4> 4,000 3,241
Vice President, 1993 130,810 61,397 3,588<F4> 8,000 2,510
Market and Venture 1992 127,000 0 3,212<F4> 3,000 2,316
Development
Bruce G. Kosa 1994 108,568 40,833 3,500 1,363
Vice President,
Technology <F7>
John A. Richie 1994 93,775 47,000 3,500 1,477
Vice President,
Human Resources <F7>
- -------------------------------------------------------------------------------------------
<FN>
<F1>Includes perquisites and other personal benefits, unless 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 Named Executive Officer.
<F2>The stated amounts are the Corporation's matching
contributions to the Rogers Employee Savings and Investment
Plan, a 401(k) plan, and in the case of Mr. Birkenruth and
Mr. Hassell, the Corporation's payments on whole life
insurance policies owned by the named individual.
<F3>Mr. Birkenruth became President and Chief Executive Officer
in April, 1992.
<F4>Represents the above-market interest rate on deferred
compensation that exceeds 120% of the applicable federal long-
term rate.
<F5>Includes a 5,000 share grant of stock valued at $108,750 in
the case of Mr. Birkenruth and a 1,000 share grant of stock
valued at $21,750 in the case of Mr. Wachob. These one-time
discretionary bonuses are not considered part of a Long-Term
Incentive Plan.
<F6>Includes a personal car allowance of $12,532, personal tax
and financial planning assistance of $12,367 and $10,850 of
above-market interest on deferred compensation that exceeds
120% of the applicable federal long-term rate.
<F7>Neither Mr. Kosa nor Mr. Richie were executive officers prior
to 1994.
</TABLE>
8
<PAGE>
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
Individual Grants (2)
---------------------------------------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to Price Grant Date
Options/ Employees in Per Expiration Present
Name SARs Granted Fiscal Year Share Date Value(3)
- --------------------------------------------------------------------------------
Harry H. Birkenruth 15,000 14.0% $35.38 10/18/04 $306,300
Robert D. Wachob 5,000 4.7 35.38 10/18/04 102,100
Aarno A. Hassell 4,000 3.7 35.38 10/18/04 81,680
Bruce G. Kosa 3,500 3.3 35.38 10/18/04 71,470
John A. Richie 3,500 3.3 35.38 10/18/04 71,470
- --------------------------------------------------------------------------------
(1) The Corporation does not presently have a "stock appreciation
rights" (SAR) plan.
(2) These stock options become exercisable in one-third
increments on the second, third and fourth anniversary dates
of the grant. These options expire ten years after the date
of grant, or earlier due to termination of employment, death,
or retirement.
(3) Black-Scholes Assumption Disclosure
The estimated grant date present value reflected in the above
table is determined using the Black-Scholes model. The
material assumptions and adjustments incorporated into the
Black-Scholes model in estimating the value of the options
reflected in the above table include the following:
. An exercise price on the option of $35.38, equal to the fair
market value of the underlying stock as of the date of grant;
. An option term of ten years;
. An interest rate of 7.74 percent, representing the interest
rate on a U.S. Treasury security with a maturity date
corresponding to that of the option term;
. Volatility of 23.712 percent, calculated using daily stock
prices for the one-year period prior to the grant date; and
. Dividends at the rate of $0.00 per share, representing the
annualized dividends paid with respect to a share of capital
stock at the date of grant.
The ultimate value of the options will depend on the future
market price of the Corporation's Stock, which cannot be
forecast with reasonable accuracy. The actual value, if any,
an optionee will realize on exercise of an option will depend
on the excess of the market value of the Corporation's
Capital Stock over the exercise price on the date the option
is exercised.
9
<PAGE>
<TABLE>
AGGREGATED OPTION/SAR EXERCISES DURING FISCAL 1994 AND FISCAL YEAR-END
OPTION/SAR VALUES <F1>
<CAPTION>
Number of Value of Unexercised
Shares Number of In-The-Money
Acquired Unexercised Options at Options/SARs
Upon Fiscal Year-End<F3> Fiscal Year-End<F4><F5>
Exercise Value --------------------------- --------------------------
Name Of Options Realized<F2> Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harry H. Birkenruth 2,000 $20,260 16,899 47,501 $489,109 $1,278,335
Robert D. Wachob 3,000 33,780 8,366 17,234 242,048 471,136
Aarno A. Hassell 1,300 12,428 11,500 15,000 325,305 416,380
Bruce G. Kosa 2,866 36,485 3,950 11,434 104,053 308,880
John A. Richie 0 0 2,766 7,734 78,822 186,174
- ------------------------------------------------------------------------------------------------
<FN>
<F1>The Corporation does not presently have a "stock appreciation
rights" (SAR) plan.
<F2>Defined as the difference between the fair market value of
the Capital Stock and the exercise price of the option at
time of exercise.
<F3>These stock options become exercisable in one-third
increments on the second, third and fourth anniversary dates
of the grant.
<F4>Defined as the difference between the fair market value of
the Capital Stock at fiscal year-end and the exercise price
of the option.
<F5>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.
</TABLE>
10
<PAGE>
RETIREMENT PLANS
The Pension Plan Table below reflects estimated annual benefits
payable at age 65 ("normal retirement age") at various
compensation levels and years of service pursuant to the
Corporation's non-contributory defined benefit pension plans for
domestic salaried employees.
Annual Pension
Benefits Based on the Following Years of
Service(1)(2)
________________________________________________________________
Final Average
Earnings(3) 10 years 15 years 20 years 25 years 30 years 35 years
- ------------------------------------------------------------------------------
$ 75,000 $ 11,350 $ 17,030 $ 22,700 $ 28,380 $ 34,060 $ 35,760
100,000 15,940 23,900 31,870 39,840 47,810 50,200
125,000 20,520 30,780 41,040 51,300 61,560 64,630
150,000 25,100 37,650 50,200 62,760 75,310 79,070
175,000 29,690 44,530 59,370 74,210 89,060 93,510
200,000 34,270 51,400 68,540 85,670 102,810 107,950
225,000 38,850 58,280 77,700 97,130 116,560 122,380
250,000 43,440 65,150 86,870 108,590 130,310 136,820
275,000 48,020 72,030 96,040 120,050 144,060 151,260
(1) Benefits are calculated on a straight life annuity basis and
such amounts are reduced by offsets for estimated applicable
Social Security benefits.
(2) Federal law limits the amount of benefits payable under tax
qualified plans, such as the Rogers Corporation Defined
Benefit Pension Plan. The Corporation has adopted a
supplemental retirement plan for the payment of amounts to
all plan participants who may be affected by such
limitations. In general, the total pension benefit due an
individual will be the same as that calculated under the
Corporation's qualified pension plan as if such federal
benefit limitations did not exist. Accordingly, the benefits
shown have not been reduced by such limitations.
(3) 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, and such amount in the Summary Compensation Table is
substantially the amount covered for 1994 for the individuals
named. The five-year average earnings for the named
executive officers and their estimated credited years of
service are: Mr. Birkenruth, $210,920 and 35 years; Mr.
Wachob, $119,732 and 12 years; Mr. Hassell, $125,962 and 33
years; Mr. Kosa, $93,898 and 32 years; and Mr. Richie,
$76,250 and 17 years.
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
This report is submitted by the Compensation and Organization
Committee of the Corporation's Board of Directors (the
"Committee"). This Committee report describes the components of
the Corporation's executive officer compensation programs for
1994 and the basis on which compensation determinations were made
with respect to the executive officers of the Corporation.
Compensation and Organization Committee Interlocks and Insider
Participation
The Corporation's 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:
Wallace Barnes (Chairperson of the Committee), Donald J. Harper,
and Leonard R. Jaskol.
11
<PAGE>
Philosophy
The executive compensation philosophy is to align executive
compensation with the long-term success of the Corporation and
increases in stockholder value, and to attract, retain, and
reward executive officers whose contributions are critical to the
long-term success of the Corporation. 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 industries, to enable the
Corporation to attract and retain executives. Key
elements of the executive compensation program are base
salary, the possibility of a bonus under the Annual
Incentive Compensation Program, and stock option grants.
. Integrate compensation with the achievement of
annual and long-term goals.
. Reward officers for above average corporate
performance, and individual initiative and achievement.
. Provide stock option grants to create long-term
incentives that are consistent with the interests of
stockholders.
Base Salaries
The Committee establishes salary ranges for executives by
reviewing positions with similar responsibilities in the
marketplace. The Corporation obtains information on such
positions for a broad spectrum of manufacturing industries
through published national executive compensation survey data.
The data includes a substantial number of companies beyond those
reflected in the Performance Graph on page 14.
Salary adjustments are determined by considering merit increases
generally being offered in the aforementioned marketplace,
achievement of annual financial and other objectives by the
Corporation and the business units or functions reporting to the
executive officer, 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 Corporation allows the factors to change to
adapt to various individual, business, economic, and marketplace
conditions as they arise. The Committee is responsible for
approving recommendations for salary increases made by the
President for the officers who report to him.
Annual Bonuses
The Annual Incentive Compensation Plan has target bonuses of 50%
of base salary for the President, and between 25% and 40% for 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 the Corporation (Net Income and Return on Equity -
weighted essentially equally) and each division (Controllable
Profit and Return on Assets controlled by each division -
weighted essentially equally) versus the annual budget goals. In
general, the broader the responsibility of the executive, the
larger the portion of his/her award which is based upon corporate
rather than divisional results; the corporate portion is 100% to
50% for the Named Executive Officers. For fiscal 1994, corporate
performance substantially exceeded targeted levels and, as a
result, all of the Named Executive Officers received bonuses.
12
<PAGE>
Stock Options
Each year, the Compensation and Organization Committee considers
awards of stock options to key management personnel. Stock
options are used as the primary long-term incentive vehicle.
Senior management personnel (including the Named Executive
Officers) are generally 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, salary, the same
performance criteria used to determine salary adjustments, the
number of shares granted in the prior year, and the total number
of shares available for grants. The Corporation does not assign
specific weights to these criteria. The aggregate amount of all
previous option awards and the amount of outstanding options is
not taken into consideration for individuals. The options all
have an exercise price equal to at least the fair market value of
the Corporation's stock as of the date of grant. These options
have a ten-year life (however, earlier termination is provided for
retirees and others whose employment terminates prior to
retirement) and vest in one-third increments on the second, third
and fourth anniversary dates of the grant.
In fiscal 1994, stock options for a total of 107,000 shares were
granted to employees, of which 31,000 shares were granted to the
Named Executive Officers.
Chief Executive Officer Compensation
In 1994, Mr. Birkenruth received a salary increase of $33,400
(15%) at the start of the year. National survey data from a
broad spectrum of manufacturing industries was considered, but
the decision was weighted heavily by his previous salary level
and his major contributions to the Corporation's success.
Mr. Birkenruth received a bonus for 1994 under the Annual
Incentive Compensation Plan equal to 81% of his base salary as a
result of the Corporation substantially exceeding its performance
target. In October 1994, he was granted options for 15,000
shares of the Corporation's stock exercisable at $35.38 per
share, the fair market value as of the date of the grant.
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 the Corporation's 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 1995 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:
Wallace Barnes, Chairperson
Donald J. Harper, Member
Leonard R. Jaskol, Member
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PERFORMANCE GRAPH
The following graph compares the cumulative total return on the
Corporation's Capital Stock over the past five years with the
cumulative total return on shares of companies compromising the
Standard & Poor's (S & P) Industrials Index and the American
Stock Exchange High Technology Index ("Amex High Tech Index").
Cumulative total return is measured assuming an initial
investment of $100 on December 31, 1989, and the reinvestment of
dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG ROGERS CORPORATION, THE S & P INDUSTRIALS INDEX
AND THE AMEX HIGH TECH INDEX
GRAPH APPEARS HERE
*$100 invested on 12/31/89 in stock or index -
including reinvestment of dividends.
Dollars
1989 1990 1991 1992 1993 1994
ROGERS 100 75 70 61 114 216
S & P INDUSTRIALS INDEX 100 99 130 137 149 155
AMEX HIGH TECH INDEX 100 88 152 129 143 138
(Textual description of performance graph for EDGAR transmission
- - the chart compares the performance of Rogers Capital Stock over
a five-year period to the S & P Industrials Index and the Amex
High Tech Index, as reflected in the numerical data under the
chart, with $100 representing the invested value in Rogers
Capital Stock and the two indices at December 31, 1989.)
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OTHER ARRANGEMENTS AND PAYMENTS
The Corporation's 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 the Corporation, except in the case of
the executive officers of the Corporation 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. Commencing in November 1992, the right of executive
officers to make such election may be cancelled by the
Corporation on three years' notice. Each of Messrs. Birkenruth,
Hassell and Wachob would be entitled to at least 96 weeks of
salary and benefit continuance upon termination of employment
covered by the policy.
The Board of Directors determined that it would be in the best
interests of the Corporation to ensure that the possibility of a
change in control of the Corporation would not interfere with the
continuing dedication of the Corporation's executive officers to
their duties to the Corporation and its stockholders. Toward
that purpose, the Corporation has agreements with the Named
Executive Officers, which provide certain severance benefits to
them in the event of a termination of their employment during a
thirty-six 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 agreement, unless
either party objects to such extension. If within a thirty-six
month period following a Change in Control, an Executive's
employment is terminated by the Corporation 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 noncompetition agreement with the
Corporation, 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.
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AUDIT MATTERS
It is expected that Ernst & Young LLP, the Corporation's
independent auditors selected as the independent auditors for
the fiscal years ended January 1, 1995 and ending December 31, 1995,
will be represented at the annual meeting, with an opportunity to
make a statement if they so desire, and will be available to
respond to questions.
In addition to the audit of the 1994 financial statements, the
Corporation engaged Ernst & Young LLP to perform certain other
services, including income tax consultation and assistance in
connection with corporate tax planning.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 1996
Annual Meeting of Stockholders must be received by the
Corporation on or before November 14, 1995, for inclusion in the
Corporation's proxy statement and form of proxy.
SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by the
Corporation. In addition to solicitations by mail, officers and
employees of the Corporation may solicit proxies personally and
by telephone, telegraph, telecopier or other means, for which
they will receive no compensation in addition to their normal
compensation. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries for the
forwarding of proxies and proxy soliciting materials to the
beneficial owners of stock held of record by such persons and the
Corporation will, upon request, reimburse them for their
reasonable expenses in doing so.
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BACK COVER
ROGERS
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(203) 774-9605
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ROGERS CORPORATION PROXY
The undersigned appoints HARRY H. BIRKENRUTH and WILLIAM A. KREIN, and
each or either of them, as attorneys of the undersigned, with full power of
substitution, to vote all shares of stock which the undersigned is entitled
to vote at the Annual Meeting of Stockholders of Rogers Corporation to be
held on April 18, 1995, and at any adjournment thereof.
1. To fix the number of and to elect a Board of Directors for the
ensuing year.
_
|_| FOR all nominees listed below (except as withheld below):
Leonid V. Azaroff, Leonard M. Baker, Wallace Barnes,
Harry H. Birkenruth, Mildred S. Dresselhaus, Donald J. Harper,
Gregory B. Howey, Leonard R. Jaskol, and William E. Mitchell.
(INSTRUCTION: To withhold authority to vote for any
individual nominee(s), write the name(s) of the nominee(s) in
the space provided below.)
_______________________________________________________
_
|_| WITHHOLD AUTHORITY to vote for all nominees.
2. To transact such other business as may properly come before
the meeting.
[continued and to be signed on the other side]
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PROXY [continued from other side]
THIS PROXY WILL BE VOTED AS SPECIFIED OR, WHERE Dated______________,1995
NO DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSAL 1.
________________________
________________________
Signature
(If signing as attorney, executor, administrator, trustee or guardian,
please give your full title as such.)
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