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
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ROGERS CORPORATION
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- ---------------------------------------------------------------------------
(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)(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):___________________________________________
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(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:_______________________________________
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(4) Date Filed:___________________________________________________
<PAGE>
Rogers Corporation
Notice of 1997 Annual Meeting
Proxy Statement
<PAGE>
TABLE OF CONTENTS
Page
Notice of Annual Meeting of Stockholders 2
Proxy Statement
Election of Directors (Proposal 1) 4
Stock Ownership of Management 5
Beneficial Ownership of More Than Five Percent 6
Board of Directors 7
Executive Compensation 8
Other Arrangements and Payments 15
Miscellaneous Matters 16
RETURN OF PROXY
Please complete, sign, date and return the accompanying proxy card
promptly in the enclosed pre-addressed envelope even if you plan to attend
the Annual Meeting. Postage need not be affixed to the enclosed envelope
if mailed in the United States. If you attend the Annual Meeting and vote
in person, your proxy will not be used. The immediate return of your proxy
will be of great assistance in preparing for the Annual Meeting and is
therefore urgently requested.
IF YOU PLAN TO ATTEND THE MEETING
The Annual Meeting of Stockholders of Rogers Corporation will be held
on Thursday, May 1, 1997, at 10:30 A.M. in the Boardroom on the 26th floor
of Fleet National Bank, 777 Main Street in Hartford, Connecticut.
DISTRIBUTION OF THE 1996 ANNUAL REPORT
The 1996 Annual Report of Rogers Corporation was sent in late March to
stockholders of record as of March 6th. Please contact David Heilemann at
1-800-227-6437, or send a message via e-mail to [email protected] if
you have not received a copy of the annual report.
<PAGE>
March 31, 1997
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, Connecticut 06263-0188
(860) 774-9605
To All Stockholders:
We extend a cordial invitation for you to attend the Corporation's Annual
Meeting of Stockholders on Thursday, May 1, 1997, at 10:30 A.M. in the
Boardroom on the 26th floor of Fleet National Bank, 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.
<PAGE>
Notice of Annual Meeting
The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts
corporation, will be held on Thursday, May 1, 1997, at 10:30 A.M. in the
Boardroom on the 26th floor of Fleet National Bank, 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 March 6, 1997, the record date
fixed by the Board of Directors for such purpose.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March 31, 1997
_______________________________________________________________________
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 31, 1997
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 Thursday, May 1, 1997, at 10:30 A.M.
in the Boardroom on the 26th floor of Fleet National Bank, 777 Main Street,
Hartford, Connecticut.
Stockholders of record as of the close of business on March 6, 1997, are
entitled to vote at the meeting and any adjournment thereof. As of that
date, 7,426,911 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 ten
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).
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.
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.
This proxy statement and the accompanying proxy are first being mailed to
stockholders on or about March 31, 1997.
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. They were
elected to their present term of office at the April 1996 Annual Meeting of
Stockholders except for Mr. Boomer who became a Director in March 1997.
NOMINEES FOR DIRECTOR
Age / Year
First Became Principal Occupations During the Past
Name Director Five Years and Other Directorships
________________________________________________________________________________
Leonid V. Azaroff 70 / 1976 Professor Emeritus (1994), Professor
(1993), Director - Institute of
Materials Science (1966-92),
University of Connecticut
Leonard M. Baker 62 / 1994 Vice President Technology,
Praxair, Inc.
Wallace Barnes 71 / 1983 Chairman (since 1994), Director,
Rohr, Inc.; Partner, Skybight
Partners; Chairman and Director
(prior to 1996), Barnes Group, Inc.
Harry H. Birkenruth 65 / 1964 Chairman (since March 31, 1997) and
prior to that President, Chief
Executive Officer, Rogers Corporation
Walter E. Boomer 58 / 1997 President, Chief Executive Officer,
Rogers Corporation (since March 31,
1997); President, Babcock & Wilcox
Power Generation Group and Executive
Vice President of McDermott
International, Inc., the parent
corporation of Babcock & Wilcox
(February 1995 to October 1996),
Senior Vice President of McDermott
International, Inc. (August 1994 to
January 1995) and prior to that a
General in the U.S. Marine Corps
from 1986; Director, Baxter
International, Inc.
Mildred S. Dresselhaus 66 / 1986 Institute Professor, Massachusetts
Institute of Technology
Donald J. Harper 69 / 1986 Retired Chairman and Chief Executive
Officer, Insilco Corporation;
Director, Okay Industries, Inc.
Gregory B. Howey 54 / 1994 President, Director, Okay Industries,
Inc.
Leonard R. Jaskol 60 / 1992 Chairman, Director, President, Chief
Executive Officer, Lydall, Inc.;
Director, Eastern Enterprises
William E. Mitchell 53 / 1994 Chief Executive Officer (since June
1996), President, Director, Chief
Operating Officer (September 1995 to
May 1996), Sequel, Inc.; President,
Director, Chief Executive Officer,
Nashua Corporation (October 1993 to
August 1995); prior to that Senior
Vice President of Raychem Corporation
The Board of Directors recommends a vote FOR fixing the number of Directors
for the ensuing year at ten (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 1997 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, 1997, 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 1,475(2)(3) 11,335 *
Leonard M. Baker 1,659 1,411 *
Wallace Barnes 3,793 1,545 *
Harry H. Birkenruth 70,116 77,200 1.99
Walter E. Boomer (4) - - *
Mildred S. Dresselhaus 8,193 1,545 *
Donald J. Harper 1,000(3) 1,545 *
Aarno A. Hassell 14,650 38,332 *
Gregory B. Howey 1,659 1,411 *
Leonard R. Jaskol 3,793 1,545 *
Bruce G. Kosa 5,253(2) 18,233 *
William E. Mitchell 1,359 1,411 *
John A. Richie 986 12,166 *
Robert D. Wachob 7,635 38,532 *
Directors and Executive
Officers as a Group
(16 persons) 125,155 245,843 5.01
(1) Represents shares which may be acquired under stock options exercisable
within the 60 days immediately following February 1, 1997.
(2) Dr. Azaroff and Mr. Kosa own, respectively, 400 and 4,070 shares,
included above, as to which investment and voting power is shared with
others.
(3) 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 and 523 shares of 1996 stock
compensation, which are not included above.
(4) Mr. Boomer became a Director and an Executive Officer on March 31, 1997.
* 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. The information in the table is based solely
upon filings by each such person with the Securities and Exchange
Commission on Schedule 13G under the Securities Exchange Act of 1934, as
amended.
Shares Percent
Name and Address Beneficially of
of Beneficial Owner Owned Class
- ------------------- ----- -----
Capital Research and 440,000 5.9
Management Company (1)
333 South Hope Street
Los Angeles, California 90071
President and Fellows of Harvard College 409,362 5.5
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, Massachusetts 02210
State Farm Mutual Automobile 400,000 5.4
Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710
Westport Asset Management, Inc.(2) 1,025,300 13.8
253 Riverside Avenue
Westport, Connecticut 06880
(1) 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.
(2) 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 the other 1,023,200 shares. 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
1996, has five regular 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 1996 of the Board and the committees on which each
such Director served.
The Audit Committee held two meetings in 1996, 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 1996, 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 1996, each Director who was not an employee of the Corporation earned
an annual retainer of $13,500, $1,200 for each Board meeting attended and
$1,300 or $850 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 as of the last completed fiscal year. 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 1996 $330,692 $231,700 $ 4,275 30,000 $ 35,964
President and Chief 1995 308,942 304,920 3,455 35,000 23,002
Executive Officer 1994 260,000 210,862 2,078 30,000 21,510
Robert D. Wachob 1996 170,692 85,000 107 12,000 5,531
Vice President, 1995 152,019 105,758 10 15,000 2,400
Sales & Marketing 1994 140,000 86,598 10,000 1,500
Aarno A. Hassell 1996 149,885 45,000 3,000 9,703
Vice President, 1995 141,231 60,000 6,000 8,606
Market and Venture 1994 137,000 58,029 8,000 7,229
Development
Bruce G. Kosa 1996 122,769 49,800 4,000 3,000
Vice President, 1995 115,038 55,000 7,000 2,400
Technology 1994 108,568 40,833 7,000 1,363
John A. Richie 1996 109,885 56,300 5,000 3,000
Vice President, 1995 101,442 60,000 7,000 2,280
Human Resources 1994 93,775 47,000 7,000 1,477
(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. The amounts shown reflect the reimbursement of taxes on
nonqualified defined benefit pension plan accruals.
(2) The 1994 share amounts have been doubled to adjust for the July 1995 2-
for-1 stock split.
(3) Amounts shown for 1996 include (i) the Corporation's matching
contributions to the Rogers Employee Savings and Investment Plan, a
401(k) plan, of $3,000 for each Named Executive Officer; (ii) matching
contributions under the Corporation's nonqualified deferred
compensation plan for Messrs. Birkenruth and Wachob of $10,914 and
$2,531, respectively; (iii) the Corporation's payments on executive
owned whole life insurance policies for Messrs. Birkenruth and Hassell
of $5,287 and $1,741, respectively and (iv) "above-market" interest
earned on deferred compensation to the extent the rate of interest
exceeds 120% of the applicable federal long-term rate, amounting to
$16,763 and $4,962 for Messrs. Birkenruth and Hassell, respectively.
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 30,000 21.6% $26.06 10/17/06 $421,500
Robert D. Wachob 12,000 8.6 26.06 10/17/06 168,600
Aarno A. Hassell 3,000 2.2 26.06 10/17/06 42,150
Bruce G. Kosa 4,000 2.9 26.06 10/17/06 56,200
John A. Richie 5,000 3.6 26.06 10/17/06 70,250
_____________________________________________________________________________
(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 by 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 $26.06, 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 6.53 percent, representing the interest rate on
a U.S. Treasury security on the date of grant with a maturity date
corresponding to that of the option term;
- Volatility of 24.52 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 1996 AND FISCAL YEAR-END
OPTION/SAR VALUES<F1>
<CAPTION>
Number of
Shares Value of Unexercised
Acquired Number of In-The-Money
Upon Unexercised Options at Options/SARs
Exercise Value Fiscal Year-End<F3> Fiscal Year-End<F4><F5>
Name of Options Realized<F2> Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Harry H. Birkenruth 10,100 $170,275 77,200 101,000 $1,299,384 $641,133
Robert D. Wachob 0 0 38,532 39,668 661,714 240,068
Aarno A. Hassell 4,000 50,120 38,332 19,668 651,874 174,029
Bruce G. Kosa 3,868 72,378 18,233 19,667 294,384 147,419
John A. Richie 1,500 15,698 12,166 19,334 196,573 123,518
<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
Years of Service(1)(2)
----------------------------------------------------------
Final
Average
Earnings(3) 15 years 20 years 25 years 30 years 35 years 40 years
$ 75,000 $ 16,650 $ 22,200 $ 27,750 $ 33,290 $ 34,960 $ 36,620
100,000 23,520 31,360 39,200 47,040 49,400 51,750
125,000 30,400 40,530 50,660 60,790 63,830 66,870
150,000 37,270 49,700 62,120 74,540 78,270 82,000
175,000 44,150 58,860 73,580 88,290 92,710 97,120
200,000 51,020 68,030 85,040 102,040 107,150 112,250
225,000 57,900 77,200 96,500 115,790 121,580 127,370
250,000 64,770 86,360 107,950 129,540 136,020 142,500
275,000 71,650 95,530 119,410 143,290 150,460 157,620
300,000 78,520 104,700 130,870 157,040 164,900 172,750
_______________________________________________________________________
(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 1996
for the individuals named. The five-year average earnings for the
named executive officers and their estimated years of credited service
are: Mr. Birkenruth, $270,520 and 37 years; Mr. Wachob, $142,732 and 14
years; Mr. Hassell, $137,762 and 35 years; Mr. Kosa, $107,718 and 34
years; and Mr. Richie, $91,110 and 20 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 1996 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 such 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
companies from a wide range of 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 Plan and the grant of stock
options.
- 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 companies from a wide range of 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 Per Share) and
each division (Controllable Cash Profit) 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 80% for the Named
Executive Officers. For fiscal 1996, corporate performance 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 the Corporation's long-
term incentive vehicle. In recent years senior management personnel
(including the Named Executive Officers) have been 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 prior years 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 1996, stock options for a total of 139,400 shares were granted to
employees, of which 54,000 shares were granted to the Named Executive
Officers.
Chief Executive Officer Compensation
In 1996, Mr. Birkenruth received a salary increase of $16,000 (5.1%) at the
start of the year. 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
contributions to the Corporation's success.
Mr. Birkenruth received a bonus for 1996 under the Annual Incentive
Compensation Plan equal to 70.1% of his base salary as a result of the
Corporation exceeding its performance target. In October 1996, he was
granted options for 30,000 shares of the Corporation's stock exercisable at
$26.06 per share, the fair market value as of the date of the grant. This
grant was based on the aforementioned stock option criteria.
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 1997 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 Technology). Cumulative total return is measured assuming an
initial investment of $100 on December 31, 1991, and the reinvestment of
dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
GRAPH APPEARS HERE
DOLLARS
---------------------------------------
1991 1992 1993 1994 1995 1996
- ------------------------------------------------------------
Rogers Corporation 100 87 163 310 271 338
S&P Industrials 100 106 115 120 161 198
Amex High Technology 100 85 94 91 141 153
* $100 invested on 12/31/91 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 Technology 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,
1991.)
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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 an election may be
cancelled by the Corporation on three years' notice. Each of Messrs.
Birkenruth, Hassell and Wachob would be entitled to 78 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 all
current elected officers of the Corporation, including 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 29, 1996, and ending December 28, 1997, 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 1996 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 1998 Annual
Meeting of Stockholders must be received by the Corporation on or before
December 1, 1997, 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, 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.
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Rogers Corporation
ONE TECHNOLOGY DRIVE
P.O. BOX 188
ROGERS, CONNECTICUT 06263-0188
(860) 774-9605
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<PAGE>
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 of them, as attorneys and proxies 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 May 1, 1997, 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, Walter E. Boomer, 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, IF PROPERLY EXECUTED, WILL BE VOTED Dated: ___________, 1997
AS SPECIFIED OR, WHERE NO DIRECTION IS GIVEN, WILL BE VOTED FOR
PROPOSAL 1, AND AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING.
_______________________________
_______________________________
Signature
(If signing as attorney, executor, administrator, trustee or guardian, please
give your full title as such.)
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