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 ___ Confidential, for Use of the Commission
_X_ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
___ 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)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
___ $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 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): ____________
(4) Proposed maximum aggregate value of transaction: ______________________
(5) Total fee paid: _______________________________________________________
___ 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: _______________________________________________
(2) Form, Schedule or Registration Statement No.: ___________________________
(3) Filing Party: ___________________________________________________________
(4) Date Filed: ____________________________________________________________
<PAGE>
ROGERS CORPORATION
NOTICE OF 1996 ANNUAL MEETING
PROXY STATEMENT
<PAGE>
March 11, 1996
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
Dear Stockholder:
We extend a cordial invitation for you to attend the Corporation's
Annual Meeting of Stockholders on Tuesday, April 16, 1996, at
10:30 A.M. in the Boardroom on the 26th floor of Fleet Bank (formerly
the Shawmut Bank building), 777 Main Street, Hartford, Connecticut.
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 16, 1996, at 10:30 A.M.
in the Boardroom on the 26th floor of Fleet Bank (formerly the Shawmut
Bank building), 777 Main Street, Hartford, Connecticut, 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 20, 1996, the record
date fixed by the Board of Directors for such purpose.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March 11, 1996
________________________________________________________________________
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 11, 1996
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 16, 1996,
at 10:30 A.M. in the Boardroom on the 26th floor of Fleet Bank
(formerly the Shawmut Bank building), 777 Main Street, Hartford,
Connecticut.
Stockholders of record as of the close of business on February 20, 1996,
are entitled to vote at the meeting and any adjournment thereof. As of
that date, 7,135,890 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 FOR 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).
Abstentions and broker non-votes will be counted as present for purposes
of determining the existence of a quorum at the Annual Meeting.
Abstentions will be treated as shares present and entitled to vote
for purposes of any matter requiring the affirmative vote of a majority
or other proportion of the shares present and entitled to vote. With
respect to shares relating to any proxy as to which a broker non-vote is
indicated on a proposal, those shares will not be considered present and
entitled to vote with respect to any such proposal. With respect to any
matter brought before the Annual Meeting requiring the affirmative vote
of a majority or other proportion of all outstanding shares, an abstention
or non-vote will have the same effect as a vote against the matter being
voted upon.
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 Board of Directors has
been advised that each nominee will serve if elected. In the event
that 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 the Corporation and were elected to their present term of office at
the Annual Meeting of Stockholders held on April 18, 1995.
NOMINEES FOR DIRECTOR
Age and Year Positions Principal Occupation
First Became Now Held and Other
Name Director With Rogers Directorships
__________________________________________________________________________
Leonid V. Azaroff 69 - 1976 Director Professor Emeritus,
Institute of Materials
Science, University of
Connecticut
Leonard M. Baker 61 - 1994 Director Vice President,
Technology, Praxair,
Inc.
Wallace Barnes 69 - 1983 Director Chairman, Director,
Rohr, Inc.; Chairman,
Director, Retired Chief
Executive Officer,
Barnes Group, Inc.;
Director, Aetna Life &
Casualty; Director,
Loctite Corporation
Harry H. Birkenruth 64 - 1964 President; President, Chief
Director Executive Officer
Rogers Corporation
Mildred S. Dresselhaus 65 - 1986 Director Institute Professor,
Massachusetts Institute
of Technology
Donald J. Harper 68 - 1986 Director Retired Chairman and
Chief Executive Officer,
Insilco Corporation;
Director, Okay
Industries, Inc.
Gregory B. Howey 53 - 1994 Director President, Director,
Okay Industries, Inc.
Leonard R. Jaskol 58 - 1992 Director Chairman, Director,
President, Chief
Executive Officer,
Lydall, Inc.; Director,
Eastern Enterprises
William E. Mitchell 51 - 1994 Director President, Director,
Chief Operating
Officer, Sequel, Inc.
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 FOR 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 1996 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, 1996, 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(1)
--------------------------------------------
Acquirable
Name of Person Currently Within 60 Percent
or Group Owned Days(2) of Class
- ---------------------------------------------------------------------
Leonid V. Azaroff 4,952(3)(4) 10,768 *
Leonard M. Baker 1,136 844 *
Wallace Barnes 3,270 978 *
Harry H. Birkenruth 63,633 54,633 1.65
Mildred S. Dresselhaus 7,670 978 *
Donald J. Harper 2,000(4) 978 *
Aarno A. Hassell 12,369 32,333 *
Gregory B. Howey 1,136 844 *
Leonard R. Jaskol 3,270 978 *
Bruce G. Kosa 4,178(3) 14,878 *
William E. Mitchell 1,136 844 *
John A. Richie 660 8,666 *
Robert D. Wachob 7,557 26,932 *
Directors and Executive
Officers as a Group
14 Persons 113,528 177,819 3.98
(1) Amounts have been adjusted for the July 1995 2-for-1 stock split.
(2) Represents shares which may be acquired under options exercisable
within the 60 days immediately following February 1, 1996.
(3) Dr. Azaroff and Mr. Kosa own, respectively, 400 and 3,070 shares,
included above, as to which investment and voting power is shared
with others.
(4) Dr. Azaroff and Mr. Harper each deferred 718 shares of 1994 stock
compensation, which is not included above. Mr. Harper also deferred
552 shares of 1995 stock compensation, which is not included above.
* 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 (1) Class (2)
- ------------------- --------- ---------
Capital Research and 440,000 6.2
Management Company (3)
333 South Hope Street
Los Angeles, California 90071
The Prudential Insurance
Company of America (4) 639,800 9.0
Prudential Plaza
Newark, New Jersey 07102
State Farm Mutual Automobile 400,000 5.6
Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710
Westport Asset Management, Inc.(5) 883,800 12.0
253 Riverside Avenue
Westport, Connecticut 06880
(1) Amounts have been adjusted for the July 1995 2-for-1 stock split.
(2) The Corporation has only one class of stock, its Capital Stock.
(3) 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 440,000 shares
which were owned by various institutional investors. Said subsidiary
has no power to direct the vote of such shares.
(4) The Prudential Insurance Company of America has sole voting and
investment power with respect to 375,700 shares, and shared voting
and investment power with respect to 264,100 shares. All such shares
are held for the benefit of Prudential's clients.
(5) Westport Asset Management, Inc., a registered investment advisor,
has sole voting and investment power with respect to 2,100 of the
shares listed above, and has shared voting and investment power
with respect to 681,700 shares. Included in the stated number of
shares and percent of ownership are 200,000 shares which may be
acquired by exercise of warrants. All shares are held in certain
discretionary managed accounts, except for 2,100 shares which are
owned by officers and stockholders of Westport Asset Management, Inc.
6
<PAGE>
BOARD OF DIRECTORS
MEETINGS; CERTAIN COMMITTEES
The Board of Directors of the Corporation, which held six meetings during
1995, 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 in the aggregate of the total
number of meetings in 1995 of the Board and the committees on which each
such Director served, except for Mr. Jaskol, who attended two-thirds of
such meetings.
The Audit Committee held two meetings in 1995, 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 1995,
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 normally report to the President. Mr. Barnes is chairperson
of the Compensation and Organization Committee, with Messrs. Harper and
Jaskol as members.
DIRECTORS' COMPENSATION
For 1995, 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 semi-annually 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.
7
<PAGE>
EXECUTIVE COMPENSATION
The tables, graph 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.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
----------------------------- ----------
Other Stock All
Name and Annual Options Other
Principal Compen- (Number of Compen-
Position Year Salary Bonus sation(1) Shares)(2) sation(3)
- --------------------------------------------------------------------------------
Harry H. Birkenruth 1995 $308,942 $304,920 $18,539(4) 35,000 $7,918
President and Chief 1994 260,000 210,862 15,553(4) 30,000 8,035
Executive Officer 1993 226,600 335,350(5) 12,122(4) 48,000 6,642
Robert D. Wachob 1995 152,019 105,758 10(4) 15,000 2,400
Vice President, 1994 140,000 86,598 10,000 1,500
Sales and Marketing 1993 125,660 102,184(5) 18,000 781
Aarno A. Hassell 1995 141,231 60,000 4,465(4) 6,000 4,141
Vice President, 1994 137,000 58,029 3,988(4) 8,000 3,241
Market and Venture 1993 130,810 61,397 3,588(4) 16,000 2,510
Development
Bruce G. Kosa 1995 115,038 55,000 7,000 2,400
Vice President, 1994 108,568 40,833 7,000 1,363
Technology(6)
John A. Richie 1995 101,442 60,000 7,000 2,280
Vice President, 1994 93,775 47,000 7,000 1,477
Human Resources(6)
(1) 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 Named Executive
Officer.
(2) The 1993 and 1994 share amounts have been doubled to adjust for the
July 1995 2-for-1 stock split.
(3) 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.
(4) In the case of Mr. Birkenruth and Mr. Hassell, the stated amounts
include "above-market" interest earned on deferred compensation to the
extent the rate of interest exceeds 120% of the applicable federal long-
term rate. In 1994 and 1995 for Mr. Birkenruth, and in 1995 for Mr.
Wachob, the amounts include the reimbursement of taxes on nonqualified
defined benefit pension plan accruals.
(5) Includes a grant of stock valued at $108,750 in the case of Mr.
Birkenruth and a 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.
(6) Neither Mr. Kosa nor Mr. Richie were executive officers prior to 1994.
8
<PAGE>
STOCK OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
Individual Grants (2)
__________________________________________________
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to Price Expira- Date
Options/ Employees in Per tion Present
Name SARs Granted Fiscal Year Share Date Value(3)
________________________________________________________________________________
Harry H. Birkenruth 35,000 20.4% $23.50 10/19/05 $467,950
Robert D. Wachob 15,000 8.8 23.50 10/19/05 200,550
Aarno A. Hassell 6,000 3.5 23.50 10/19/05 80,220
Bruce G. Kosa 7,000 4.1 23.50 10/19/05 93,590
John A. Richie 7,000 4.1 23.50 10/19/05 93,590
________________________________________________________________________________
(1) The Corporation does not presently have a "stock appreciation rights"
(SAR) plan. These grants were made after the Corporation's July 1995
2-for-1 stock split.
(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 $23.50, 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 6.04 percent, representing the interest rate on
a U.S. Treasury security with a maturity date corresponding to that
of the option term;
- Volatility of 31.584 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 Capital 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 1995 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 5,500 $117,535 54,633 103,667 $686,962 $663,278
Robert D. Wachob 0 0 26,932 39,268 337,189 239,923
Aarno A. Hassell 0 0 32,333 26,667 391,611 209,205
Bruce G. Kosa 0 0 14,878 22,890 178,932 152,231
John A. Richie 0 0 8,666 19,334 106,362 102,819
<F1> The Corporation does not presently have a "stock appreciation rights"
(SAR) plan. Where appropriate, all amounts have been adjusted for the
July 1995 2-for-1 stock split.
<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
Years of Service(1)(2)
----------------------------------------------------------
Final Average
Earnings(3) 15 years 20 years 25 years 30 years 35 years 40 years
$ 75,000 $ 16,880 $ 22,510 $ 28,140 $ 33,760 $ 35,450 $ 37,140
100,000 23,760 31,670 39,590 47,510 49,890 52,260
125,000 30,630 40,840 51,050 61,260 64,330 67,390
150,000 37,510 50,010 62,510 75,010 78,760 82,510
175,000 44,380 59,170 73,970 88,760 93,200 97,640
200,000 51,260 68,340 85,430 102,510 107,640 112,760
225,000 58,130 77,510 96,890 116,260 122,080 127,890
250,000 65,010 86,670 108,340 130,010 136,510 143,010
275,000 71,880 95,840 119,800 143,760 150,950 158,140
(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
1995 for the individuals named. The five-year average earnings for
the named executive officers and their estimated credited years of
service are: Mr. Birkenruth, $241,000 and 36 years; Mr. Wachob,
$131,532 and 13 years; Mr. Hassell, $131,962 and 34 years; Mr. Kosa,
$100,738 and 33 years; and Mr. Richie, $83,710 and 18 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 1995 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 and the possibility of a bonus under the Annual
Incentive Compensation Plan.
- Integrate compensation with the achievement of annual 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, through stock option grants.
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 normally report to
the President.
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 (Cash 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 or 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 1995, 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 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 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 1995, stock options for a total of 171,300 shares were granted
to employees, of which 70,000 shares were granted to the Named Executive
Officers.
Chief Executive Officer Compensation
In 1995, Mr. Birkenruth received a salary increase of $55,000 (21.2%) 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 1995 under the Annual Incentive
Compensation Plan equal to 98.7% of his base salary as a result of the
Corporation substantially exceeding its performance target. In October
1995, he was granted options for 35,000 shares of the Corporation's stock
exercisable at $23.50 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 1996 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 comprising the Standard & Poor's (S&P)
Industrials Index and the American Stock Exchange High Technology Index
(Amex High Tech). Cumulative total return is measured assuming an initial
investment of $100 on December 31, 1990, and the reinvestment of dividends.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
GRAPH APPEARS HERE
DOLLARS
------------------------------------------------------
1990 1991 1992 1993 1994 1995
- ---------------------------------------------------------------------------
Rogers Corporation 100 93 81 151 287 251
S&P Industrials 100 131 138 151 156 211
Amex High Tech 100 173 146 163 156 243
* $100 invested on 12/31/90 in stock or index - including reinvestment of
dividends.
(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, 1990.)
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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 110 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
December 31, 1995, and ending December 29, 1996, 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 1995 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 1997 Annual
Meeting of Stockholders must be received by the Corporation on or before
November 11, 1996, 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,
facsimile 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.
NOTICE OF BY-LAW AMENDMENT
As required by law, notice is hereby given that the By-Laws of the
Corporation were amended by the Board of Directors on June 22, 1995, by
adding a new section, Section 13 to ARTICLE II, which states that:
"Issuance of Stock. The Directors are authorized, at any time, to provide
for the issuance of unissued capital stock from time to time authorized
under the Articles of Organization of the corporation."
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BACK COVER
ROGERS
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 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 ROBERT M. SOFFER, 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 16, 1996, 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 Dated _________________,1996
OR, WHERE 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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