SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
[ X ] Filed by the registrant
[ ] 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 ss. 240.14a-11(c) or ss. 240.14a-12
Rogers Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ROGERS CORPORATION
- --------------------------------------------------------------------------------
<PAGE>
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.
ROGERS CORPORATION ROGERS
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188
Notice of Annual Meeting of Stockholders
The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts
corporation, will be held on Tuesday, April 18, 2000, at 10:30 A.M. in the
President's Room at the New York Stock Exchange Luncheon Club 18 Broad Street,
7th Floor, New York, New York, 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 22, 2000, the record date
fixed by the board of directors for such purpose.
We cordially invite you to attend the meeting.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March 8, 2000
<PAGE>
PROXY STATEMENT TABLE OF CONTENTS
Page
2 Election of Directors (Proposal 1)
3 Stock Ownership of Management
4 Beneficial Ownership of More Than Five Percent
5 Board of Directors
6 Executive Compensation
14 Termination of Employment and
Change of Control Arrangements
14 Certain Relationships and Related Transactions
15 Miscellaneous Matters
RETURN OF PROXY
Please complete, date, sign, and return the accompanying proxy card promptly in
the enclosed pre-addressed envelope. Please return the proxy card 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.
<PAGE>
Proxy Statement
ROGERS
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188
March 8, 2000
We are providing you with this proxy statement 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, 2000, at 10:30
A.M. in the President's Room at the New York Stock Exchange Luncheon Club, 18
Broad Street, 7th Floor, New York, New York.
If you are a stockholder of record as of the close of business on February 22,
2000, you are entitled to vote at the meeting and any adjournment thereof. As of
that date, 7,376,236 shares of capital stock, $1 par value per share, of Rogers
were outstanding. You are entitled to one vote for each share owned. Execution
of a proxy will not in any way affect your right to attend the meeting and vote
in person. Any stockholder submitting a proxy has the right to revoke it any
time before it is exercised by filing a written revocation with the Clerk of
Rogers, by executing a proxy with a later date, or by attending and voting at
the meeting.
If you sign your proxy card, but do not give voting instructions, the proxy will
be voted 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".
The presence, in person or by proxy, of the holders of a majority of the shares
of capital stock entitled to vote at the meeting is necessary to constitute a
quorum. Abstentions and broker "non-votes" are counted as present and entitled
to vote for purposes of determining a quorum. A broker "non-vote" occurs when a
nominee holding shares for a beneficial owner does not vote on a particular
proposal because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial owner.
Under the rules of the stock exchange applicable to member firms, brokers will
have discretionary authority to vote shares held in their name to fix the size
of the board and for the election of directors even if they do not receive
instructions from the beneficial owners.
A plurality of the votes cast is required for the election of directors, meaning
that the director nominees with the most affirmative votes will be elected.
Abstentions are effectively not counted for purposes of the election of
directors.
We do not expect any matters other than those set forth in the accompanying
Notice of Annual Meeting of Stockholders to be presented at the meeting. If any
other matter should be presented at the meeting upon which a vote properly may
be taken, shares represented by all proxies properly executed and received will
be voted with respect to this matter in accordance with the judgment of the
persons named as proxies.
This proxy statement and the accompanying proxy are first being mailed to you on
or about March 16, 2000. In addition, we are enclosing a copy of our 1999 annual
report.
1
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The directors of Rogers 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
Rogers and were elected to their present term of office at the April 1999 Annual
Meeting of Stockholders, except for Mr. Paul, who has been nominated for
director for the first time.
<TABLE>
<CAPTION>
NOMINEES FOR DIRECTOR
Age/Year
First Became
Name Director Principal Occupations During the Past Five Years and Other Directorships
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Leonard M. Baker 65 / 1994 Vice President Technology, Praxair, Inc.
Harry H. Birkenruth 68 / 1964 Chairman, March 31, 1997 to June 30, 1998, and prior to that
President, Chief Executive Officer, Rogers Corporation; Director: Titan
Motorcycle Co. of America
Walter E. Boomer 61 / 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.
and Cytyc Corporation
Edward L. Diefenthal 57 / 1998 Vice Chairman and Chief Executive Officer since August 1995 and
prior to that Executive Vice President, Director, Southern Holdings, Inc.
Mildred S. Dresselhaus 69 / 1986 Institute Professor, Massachusetts Institute of Technology
Gregory B. Howey 57 / 1994 President, Director, Okay Industries, Inc.
Leonard R. Jaskol 62 / 1992 Retired Chairman, Chief Executive Officer, Director, Lydall, Inc.;
Director: Eastern Enterprises
William E. Mitchell 56 / 1994 President, Global Services Division of
Solectron Corporation and Vice President, Solectron
Corporation, in both cases since March 1999; Chairman, May
1997 to February 1999, Chief Executive Officer, June 1996 to
February 1999, President, Chief Operating Officer, September
1995 to May 1996, Director, Sequel, Inc.; President, Director,
Chief Executive Officer, Nashua Corporation, October 1993 to
August 1995
Robert G. Paul 58 President, Chief Executive Officer, Director, Allen Telecom Inc.
</TABLE>
The board of directors recommends a vote FOR fixing the number of directors for
the ensuing year at nine and the election of the above named nominees.
2
<PAGE>
Stock Ownership of Management
This table provides you with information about the beneficial ownership of
Rogers capital stock as of March 1, 2000, by each of the current directors, an
individual being nominated for director for the first time, the executive
officers named in the Summary Compensation Table (the "Named Executive
Officers") and by all directors, and executive officers as a group. Unless
otherwise noted, the persons listed below have sole voting and investment power
with respect to the shares reported.
<TABLE>
<CAPTION>
Beneficial Ownership
----------------------
Total
Total Percent Stock
Name of Person or Group Shares(1) of Class(2) Interest(3)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Leonard M. Baker 12,010 * 12,010
Harry H. Birkenruth 167,239 2.27 167,239
Walter E. Boomer 35,069 * 38,523
Edward L. Diefenthal 7,511 * 7,511
Mildred S. Dresselhaus 18,678 * 18,678
Donald J. Harper(4) 11,874 * 14,278
Gregory B. Howey 12,010 * 13,550
Leonard R. Jaskol 15,278 * 17,160
Bruce G. Kosa(5) 37,580 * 37,580
William E. Mitchell 11,745 * 11,745
Robert G. Paul - * -
John A. Richie 30,178 * 30,178
Frank H. Roland 1,924 * 2,653
Robert D. Wachob(5) 97,798 1.33 97,798
Directors, and Executive Officers
as a Group (15 persons) 522,431 7.08 532,440
</TABLE>
(1) Represents the total number of currently owned shares and shares
acquirable within 60 days. Shares acquirable under stock options
exercisable within 60 days for each individual are as follows (last
name/number of shares): Baker/9,017; Birkenruth/140,843; Boomer/26,666;
Diefenthal/6,691; Dresselhaus/8,749; Harper/9,151; Howey/7,881;
Jaskol/9,151; Kosa/28,066; Mitchell/9,017; Richie/23,099; Wachob/69,650
and the group of 15 individuals/403,779.
(2) Represents the percent of ownership of total outstanding shares of
capital stock with the * indicating that the amount of ownership
represents less than 1% of outstanding capital stock.
(3) Includes total beneficial ownership plus the number of shares of
capital stock that have been deferred pursuant to Rogers compensation
programs.
(4) Mr. Harper will be retiring as a director at the 2000 Annual Meeting of
Stockholders.
(5) Messrs. Kosa and Wachob own, respectively, 6,741 and 25,699 shares
included above as to which investment and voting power is shared with
spouses.
3
<PAGE>
Beneficial Ownership of More Than Five Percent
of Rogers Stock
This table provides information regarding beneficial ownership of each person
known to Rogers to own more than 5% of its 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. Unless otherwise noted, the beneficial owners
have sole voting and investment power with respect to the shares listed below.
<TABLE>
<CAPTION>
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
- --------------------------------------------------------------------------------
<S> <C> <C>
Kalmar Investments Inc.(1) 392,545 5.3
Barley Mill House, 3701 Kennett Pike
Greenville, Delaware 19807
Lord, Abbett & Co. 1,085,910 14.7
90 Hudson Street
Jersey City, New Jersey 07302
Westport Asset Management, Inc.(2) 1,140,200 15.5
253 Riverside Avenue
Westport, Connecticut 06880
</TABLE>
(1) Kalmar Investments Inc. has sole investment power with respect to the
shares reported above.
(2) Westport Asset Management, Inc., a registered investment advisor, has sole
voting and investment power with respect to 48,500 of the shares listed
above, has shared voting power with its affiliate Westport Advisers LLC
with respect to 807,100 shares listed above, and has shared investment
power with respect to the 1,091,700 shares. All shares are held in certain
discretionary managed accounts. Westport Asset Management, Inc. disclaims
beneficial ownership of all such shares.
4
<PAGE>
Board of Directors
MEETINGS; CERTAIN COMMITTEES
The Rogers board of directors held seven meetings during 1999. The board of
directors has six regular committees, including an Audit Committee, a
Compensation and Organization Committee and a Nominating and Governance
Committee. All directors attended more than 75 percent in the aggregate of the
total number of meetings in 1999 of the board and the committees on which each
such director served.
The Audit Committee held two meetings in 1999. The Audit Committee has functions
that include making recommendations with respect to the selection of the
independent auditors of Rogers, meeting with the independent auditors to review
the scope, accuracy and results of the audit, and making inquiries as to the
adequacy of Rogers accounting, financial and operating controls. Dr. Baker is
chairperson of the Audit Committee, with Messrs. Birkenruth and Jaskol as
members.
The Compensation and Organization Committee held four meetings in 1999. This
committee has functions that include 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 the President. Mr. Jaskol is chairperson of the Compensation and
Organization Committee, with Messrs. Diefenthal and Harper as members.
The Nominating and Governance Committee held three meetings in 1999. This
committee has functions that include reviewing the qualifications of candidates
for director, nominating incumbent directors for reelection, evaluating the
performance of the Chief Executive Officer and at least yearly, conducting a
review of the performance of the board of directors. Mr. Mitchell is chairperson
of the Nominating and Governance Committee with Messrs. Howey and Jaskol as
members. The Nominating and Governance Committee will consider nominees
recommended by stockholders if such recommendations are submitted in writing to
the Clerk of Rogers.
DIRECTORS' COMPENSATION
For 1999, each director who was not an employee of Rogers earned an annual
retainer of $15,000, $1,200 for each board meeting attended and $1,400 or $950
for each committee meeting attended, the amount varying by capacity as
chairperson or as a member.
Pursuant to the 1998 Stock Incentive Plan, the retainer fee for non-employee
directors is paid semi-annually in shares of Rogers capital stock, with the
number of shares of stock granted based on its then fair market value. Stock
options also are granted to non-employee directors twice a year. Each such
semi-annual stock option grant is for 500 shares with an exercise price equal to
the fair market value of a share of Rogers capital stock as of the date of
grant. Each non-employee director also received a stock option grant for 5,000
shares of Rogers capital stock on August 31, 1999. The exercise price was
$31.81, the stock's fair market value as of that date. Such options are
immediately exercisable and expire ten years from the date of grant.
Pursuant to Rogers Voluntary Deferred Compensation Plan for Non-Employee
Directors, such individuals may defer all or a portion of their annual retainer
and meeting fees, regardless of whether such amounts would have been paid in
cash or in Rogers capital stock.
5
<PAGE>
Executive Compensation
The tables, graph and narrative on pages 6 through 13 of this proxy statement
set forth certain compensation information about Rogers Chief Executive Officer
and its other four most highly compensated executive officers as of the last
completed fiscal year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
------------------------------- --------------
Other Stock All
Annual Options Other
Compen- (Number of Compen-
Name and Principal Position Year Salary Bonus(1) sation(2) Shares) sation(3)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Boomer(4) 1999 $376,760 $419,943 $ 935 30,000 $25,413
President and Chief 1998 362,500 518 25,000 17,507
Executive Officer 1997 237,500 178,635 515 50,000 24,816
Robert D. Wachob 1999 220,190 183,231 577 7,100 6,000
Executive Vice President 1998 216,951 38,655 313 10,900 9,347
1997 192,954 158,589 273 15,000 6,170
Frank H. Roland(4) 1999 181,746 121,055 52 5,000 16,151
Vice President, 1998 50,483 321 10,000
Finance and CFO
Bruce G. Kosa 1999 145,852 96,836 1,500 8,118
Vice President, 1998 144,930 7,527 2,250 6,265
Technology 1997 129,320 89,485 4,500 3,722
John A. Richie 1999 131,302 88,882 1,550 6,898
Vice President, 1998 129,104 6,515 3,800 4,000
Human Resources 1997 116,835 80,259 5,000 3,200
</TABLE>
(1) For 1999, all amounts include bonuses earned pursuant to Rogers Annual
Incentive Compensation Plan (the "Annual Incentive Plan") and the Long-Term
Enhancement Plan For Senior Executives of Rogers Corporation (the
"Enhancement Plan"). For 1998, Mr. Wachob earned a bonus pursuant to the
Annual Incentive Plan and the Enhancement Plan. Each other named executive
who received a bonus in 1998 earned that bonus pursuant to the Enhancement
Plan. For 1997, all amounts include bonuses earned pursuant to the Annual
Incentive Plan and the Enhancement Plan. The Enhancement Plan was adopted
in 1997 to indirectly supplement the retirement benefit provided to senior
management. Enhancement Plan payments are made in shares of Rogers capital
stock. In general, the bonus under the Enhancement Plan is equal to 10% of
the bonus earned under the Annual Incentive Plan except as increased by an
"earnings credit" for bonuses earned before 1996. Payments in capital stock
are based on an average closing price of the capital stock. In addition,
certain individuals will receive, over time, retroactive payments for
bonuses earned for 1993, 1994 and 1995. The next paragraph describes the
specific amounts earned under the Enhancement Plan by each of the Named
Executive Officers.
6
<PAGE>
The amounts paid in February of 2000 under the Enhancement Plan with
respect to bonuses earned for 1999 under the Annual Incentive Plan are as
follows (for each individual, the number of shares is followed by the
dollar amount used to calculate the number of shares): Mr. Boomer - 953
shares/$38,254; Mr. Wachob - 381 shares/$15,271; Mr. Roland - 275
shares/$11,026; Mr. Kosa - 206 shares/$8,258 and Mr. Richie - 186
shares/$7,450. The bonus earned by Mr. Wachob for 1998 pursuant to the
Annual Incentive Plan is included in his bonus line item for 1998, but the
related Enhancement Plan payment is included in his 1999 bonus line since
the Enhancement Plan award was made after the 1999 proxy statement was
published. The related number of shares and dollar amount are: 85 and
$2,417. The amounts paid in July of 1999 under the Enhancement Plan with
respect to retroactive payments for the 1994 bonuses are as follows (for
each individual, the number of shares is followed by the dollar amount used
to calculate the number of shares): Mr. Wachob - 429 shares/$12,679; Mr.
Kosa - 203 shares/$5,978 and Mr. Richie - 233 shares/$6,881. The amounts
paid in July of 1998 under the Enhancement Plan with respect to retroactive
payments for the 1993 bonuses are as follows (for each individual, the
number of shares is followed by the dollar amount used to calculate the
number of shares): Mr. Wachob - 458 shares/$14,961; Mr. Kosa - 238
shares/$7,766 and Mr. Richie - 206 shares/$6,702. The 1997 amounts paid
under the Enhancement Plan are as follows (for each individual, the number
of shares is followed by the dollar amount used to calculate the number of
shares and the year to which the Enhancement Plan payment relates): Mr.
Boomer - 415 shares/$16,250/1997; Mr. Wachob - 348 shares/$13,628/1997 and
224 shares/$8,500/1996; Mr. Kosa - 196 shares/$7,674/1997 and 131
shares/$4,980/1996 and Mr. Richie - 173 shares/$6,774/1997 and 148
shares/$5,630/1996. The valuations in the table are, however, based upon
the closing price of the capital stock on February 2, 2000 ($39.25) in the
case of payments made for 1999, on July 6, 1999 ($30.375) in the case of
retroactive payments made for 1994, on April 26, 1999 ($29.875) in the case
of the payment made for 1998, on July 6, 1998 ($31.625) in the case of
retroactive payments made for 1993, on February 26, 1998 ($38.88) in the
case of payments made for 1997 and on February 24, 1998 ($39.19) in the
case of payments made for 1996. If an employee disposes of any shares of
capital stock received pursuant to the Enhancement Plan, then the employee
may not be entitled to any future awards under the Enhancement Plan.
(2) Excludes perquisites and other personal benefits because the aggregate
amount of such compensation is the lesser of either $50,000 or 10% of the
total of annual salary and bonus reported for the individual. All amounts
shown reflect the reimbursement of taxes on non-qualified defined benefit
pension plan accruals.
(3) Amounts shown for 1999 include (i) Rogers matching contributions to the
Rogers Employee Savings and Investment Plan, a 401(k) plan, for Messrs.
Boomer, Wachob, Roland, Kosa and Richie of $4,000; $4,000; $4,000; $3,918
and $3,578, respectively, (ii) matching contributions under Rogers
non-qualified deferred compensation plan for Messrs. Boomer, Wachob and
Roland of $6,113; $2,000 and $901, respectively, (iii) Rogers payment of
life insurance premiums for Messrs. Boomer, Roland, Kosa and Richie of
$9,450; $6,250; $4,200 and $3,320, respectively and (iv) relocation
expenses for Mr. Boomer of $5,850 and for Mr. Roland of $5,000. Amounts for
1998 and 1997 include similar matching contributions by Rogers for
deferrals made under the 401(k) plan and the non-qualified deferral plan.
For Mr. Boomer, the 1998 amount shown also includes $5,811 for relocation
expenses for his move to Connecticut after he began employment. Mr.
Boomer's 1997 amount also includes $18,869 for temporary living expenses
while he was relocating to Connecticut after he commenced employment with
Rogers.
<PAGE>
(4) Mr. Boomer joined Rogers on March 31, 1997 and Mr. Roland joined Rogers on
September 21, 1998.
7
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------------------------------- Potential Realizable
Value at Assumed
% of Total Annual Rates of Stock
Number of Options Exercise Price Appreciation
Securities Granted to Price For Option Terms(3)
Underlying Employees in Per Expiration -------------------------
Name Options(1) Fiscal Year Share(2) Date 5% 10%
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Boomer 30,000 23.1% $37.50 10/20/09 $707,506 $1,792,960
Robert D. Wachob 3,100 2.4% 28.66 2/3/04 24,547 54,241
3,300 2.5% 32.25 9/7/04 29,403 64,974
251 0.2% 39.84 12/23/04 2,763 6,105
449 0.3% 39.84 12/23/04 4,942 10,921
Frank H. Roland 1,066 0.8% 37.50 10/20/09 25,140 63,710
3,934 3.0% 37.50 10/20/09 92,778 235,117
Bruce G. Kosa 1,000 0.8% 27.09 2/10/04 7,484 16,539
500 0.4% 24.31 3/8/04 3,358 7,421
John A. Richie 1,000 0.8% 24.31 3/8/04 6,716 14,841
550 0.4% 31.72 8/27/04 4,820 10,651
</TABLE>
(1) Mr. Boomer's stock option grant becomes exercisable in one-third increments
on the second, third, and fourth anniversary dates of the grant. One half
of each of Mr. Wachob's stock option grants for 3,100 shares and 3,300
shares became exercisable one month after the respective grant dates and
the other halves became exercisable on 1/2/00. Mr. Wachob's stock option
grant for 251 shares becomes exercisable on 1/2/01, while 350 shares of his
stock option grant for 449 shares became exercisable on 1/23/00 and the
remainder on 1/2/01. Mr. Roland's stock option grant for 1,066 shares
becomes exercisable in one-half increments on the second anniversary of the
grant date and on the third anniversary of the grant date. Mr. Roland's
stock option grant for 3,934 shares becomes exercisable as follows: 1,134
shares each on the second and third anniversaries of the grant date and
1,666 shares on the fourth anniversary of the grant date. One half of each
of Mr. Kosa's stock option grants for 1,000 shares and 500 shares became
exercisable one month after the respective grant dates and the other halves
became exercisable on 1/2/00. One half of each of Mr. Richie's stock option
grants for 1,000 shares and 550 shares became exercisable one month after
the respective grant dates and the other halves became exercisable on
1/2/00. Stock option grants made on the same day for the same individual
were essentially one grant, but are shown separately since a portion of the
total amount was an incentive stock option and a portion was a
non-qualified stock option. If combined, the related vesting schedules
would, in general, follow Rogers more traditional pattern. Messrs. Wachob,
Kosa and Richie received their stock option grants pursuant to Rogers stock
option reload program and under certain circumstances they may each receive
additional stock option reload grants. The exercise schedules may change in
<PAGE>
the event of death, retirement or a change in control of Rogers, in which
case the stock options become immediately exercisable in full. All stock
options may expire earlier than the date listed due to termination of
employment, death, or retirement.
(2) The exercise price of all of these stock options was based on the fair
market value of a share of Rogers capital stock as of the grant date.
(3) Potential realizable value is based on an assumption that Rogers stock
price appreciates at the annual rate shown (compounded annually) from the
date of grant until the end of the stock option term. THE HYPOTHETICAL
FUTURE VALUES REFLECTED IN THIS TABLE REPRESENT ASSUMED RATES OF
APPRECIATION ONLY. THESE RATES ARE SET BY THE RULES OF THE SECURITIES AND
EXCHANGE COMMISSION. ACTUAL GAINS, IF ANY, ON STOCK OPTION EXERCISES AND
STOCK HOLDINGS ARE DEPENDENT ON MANY FACTORS, INCLUDING BUT NOT LIMITED TO,
THE FUTURE PERFORMANCE OF ROGERS STOCK AND OVERALL STOCK MARKET CONDITIONS.
THERE CAN BE NO ASSURANCE THAT THE AMOUNTS REFLECTED IN THIS TABLE WILL BE
ACHIEVED.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Value of Unexercised
Number of Number of In-The-Money
Shares Unexercised Options at Options at
Acquired Fiscal Year-End Fiscal Year-End(2)
Upon Value --------------------------------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Walter E. Boomer $ 16,666 88,334 $ 103,100 $ 584,950
Robert D. Wachob 7,100 148,040 69,400 27,100 1,361,094 198,777
Frank H. Roland 15,000 146,250
Bruce G. Kosa 5,500 115,805 27,816 7,334 550,392 57,389
John A. Richie 7,550 181,357 22,724 8,276 364,376 64,711
</TABLE>
(1) Defined as the difference between the fair market value of the capital
stock and the exercise price of the stock option at time of exercise.
(2) Defined as the difference between the closing price of the capital stock at
fiscal year-end and the exercise price of the option. An option is
"in-the-money" if the fair market value of the underlying stock exceeds the
exercise price of the option at the measurement date.
9
<PAGE>
RETIREMENT PLANS
The Pension Plan Table below reflects estimated annual benefits payable at age
65, the normal retirement age at various compensation levels and years of
service pursuant to Rogers non-contributory defined benefit pension plans for
domestic salaried employees.
Annual Pension Benefits (1) (2)
<TABLE>
<CAPTION>
Years of Service
-------------------------------------------------------------------------------------------
Final Average
Earnings(3) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$125,000 $10,030 $20,050 $30,080 $40,100 $50,130 $60,150 $63,160 $66,170
150,000 12,320 24,630 36,950 49,270 61,590 73,900 77,600 81,290
175,000 14,610 29,220 43,830 58,430 73,040 87,650 92,030 96,420
200,000 16,900 33,800 50,700 67,600 84,500 101,400 106,470 111,540
225,000 19,190 38,380 57,580 76,770 95,960 115,150 120,910 126,670
250,000 21,480 42,970 64,450 85,930 107,420 128,900 135,350 141,790
275,000 23,780 47,550 71,330 95,100 118,880 142,650 149,780 156,920
300,000 26,070 52,130 78,200 104,270 130,340 156,400 164,220 172,040
325,000 28,360 56,720 85,080 113,430 141,790 170,150 178,660 187,170
350,000 30,650 61,300 91,950 122,600 153,250 183,900 193,100 202,290
375,000 32,940 65,880 98,830 131,770 164,710 197,650 207,530 217,420
400,000 35,230 70,470 105,700 140,930 176,170 211,400 221,970 232,540
</TABLE>
(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. Rogers
has adopted a non-qualified 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 Rogers 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. The five-year average earnings for such
individuals, other than Messrs. Boomer and Roland, and their estimated
years of credited service are: Mr. Wachob, $192,137 and 17 years; Mr. Kosa,
$130,487 and 37 years and Mr. Richie, $115,713 and 23 years. In the case of
Mr. Boomer, earnings for calculating his pension would currently be based
on a salary of $355,013 and three years of service, and in the case of Mr.
Roland, earnings for calculating his pension would currently be based on a
salary of $183,768 and two years of service.
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
This report is submitted by the Compensation and Organization Committee of
Rogers board of directors. This committee report describes the components of
Rogers executive officer compensation programs for 1999 and the basis on which
compensation determinations were made with respect to the executive officers of
Rogers.
10
<PAGE>
Compensation and Organization Committee Interlocks And Insider Participation
Rogers executive compensation program is administered by the Compensation and
Organization Committee of the Board of Directors. This committee is composed of
three independent non-employee directors who have no "interlocking"
relationships as defined by the Securities and Exchange Commission. The
Committee members are: Leonard R. Jaskol (chairperson of the committee), Edward
L. Diefenthal, and Donald J. Harper.
Philosophy
The executive compensation philosophy is to align such compensation with the
long-term success of Rogers and increases in stockholder value, and to attract,
retain, and reward executive officers whose contributions are critical to Rogers
long-term success. The guiding principles for compensation decisions are to:
o Provide a competitive total annual cash compensation package that targets
the 50th percentile of a broad spectrum of manufacturing companies from a
wide range of industries to enable Rogers to attract and retain executives.
Key elements of the executive compensation program are base salary and the
possibility of a bonus under the Annual Incentive Compensation Plan.
o Integrate compensation with the achievement of annual objectives and
long-term goals.
o Reward officers for above average corporate performance, and individual
initiative and achievement.
o Create long-term incentives that are consistent with the interests of
stockholders, primarily through stock option grants.
Base Salaries
This committee reviews salaries for positions with similar responsibilities in
the marketplace from a broad spectrum of manufacturing companies in a wide range
of industries through published national executive compensation survey data.
Salary adjustments are determined by considering the executive's current salary
compared to similar positions in the survey data, merit increases generally
being offered in the aforementioned marketplace, achievement of annual financial
and other objectives by Rogers and the business units or functions for which the
executive officer is responsible, the overall performance of the executive
officer, and any changes in the executive officer's responsibilities. None of
these factors are assigned a specific weighted value. The committee allows the
factors to change to adapt to various individual, business, economic, and
marketplace conditions as they arise. The committee is responsible for approving
recommendations for salary increases made by the President for the executive
officers that report to him.
Annual Bonuses
The Annual Incentive Compensation Plan has target bonuses of 50% of base salary
for the President, and between 20% and 40% for the other executive officers,
including the other Named Executive Officers. Subject to an overall corporate
percentage of pre-tax profit limitation, actual bonuses may vary from 0% to 200%
of the target bonuses depending on performance relative to plan. These amounts
<PAGE>
are determined by the profit performance of Rogers and each division versus the
annual objectives. In general, the broader the responsibility of the executive,
the larger the portion of his or her award which is based upon corporate, rather
than divisional results; the corporate portion is 80% to 100% for the Named
Executive Officers. For fiscal 1999, corporate performance exceeded targeted
levels and, as a result, all of the Named Executive Officers received bonuses.
In 1997, Rogers conducted a number of studies and concluded that its retirement
benefit for senior executives was not competitive. Therefore, the Long-Term
Enhancement Plan for Senior Executives of Rogers Corporation was established to
supplement the retirement benefits of such individuals. Enhancement payments are
made in Rogers stock and are equal to 10% of the bonuses described above.
11
<PAGE>
Stock Options
Each year, the committee considers awards of stock options to key personnel.
Stock options are Rogers primary long-term incentive vehicle. Until recently,
all senior management personnel, including 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 committee does
not assign specific weights to these criteria. In October of 1999, executive
officers with more than five years of Rogers service received no regular stock
option grants. This was not due to the performance of such individuals, but
instead was strictly due to an overall limitation imposed by the committee on
the number of stock options that should be outstanding at any one time. Such
individuals could, however, participate in a stock option reload program if the
individual owned a certain amount of Rogers capital stock. Options generally
have an exercise price equal to at least the fair market value of Rogers capital
stock as of the date of grant. Regular options generally have a ten-year life
and generally vest in one-third increments on the second, third and fourth
anniversary dates of the grant, while grants made pursuant to the reload program
vest and expire over shorter periods of time. Termination of employment because
of retirement, or for other reasons, may shorten the vesting schedule and
expiration date.
In fiscal 1999, stock options for a total of 129,850 shares were granted to
employees, of which 45,150 shares were granted to the Named Executive Officers
and 2,000 shares were granted to all other executive officers.
Stock Ownership
In 1998, Rogers established stock ownership guidelines for senior executives.
Such guidelines state that senior executives are expected to own one times their
annual salary in Rogers stock after approximately six years in a senior
executive position, and two times their annual salary in Rogers stock by the
tenth year. To encourage stock ownership, Rogers previously adopted the
aforementioned stock compensation programs and in 1999 the board of directors
approved a new non-qualified deferred compensation plan. This program allows
participants to defer compensation and, ultimately, receive Rogers stock instead
of cash.
Chief Executive Officer Compensation
In March of 1999, the committee approved a salary increase of $25,038 (7%) for
Mr. Boomer. National survey data from a broad spectrum of manufacturing
companies from a wide range of industries was considered, but the decision was
weighted heavily by his previous salary level and his contributions to Rogers
success. He also received a stock option for 30,000 shares of Rogers capital
stock exercisable at $37.50 per share, the fair market value of such stock as of
the grant date. This grant was based on the aforementioned stock option
criteria. Mr. Boomer is a participant in Rogers Annual Incentive Compensation
Plan and for 1999 received a bonus equal to 101.5% of his annualized base salary
pursuant to this plan.
<PAGE>
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy
statement and who are employed on the last day of Rogers taxable year to $1
million, unless certain requirements are met. The committee has considered the
impact of this tax code provision and has determined that there is little
likelihood that Rogers would pay any amounts in 2000 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: Leonard R. Jaskol, Chairperson
Edward L. Diefenthal, Member
Donald J. Harper, Member
12
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Rogers capital stock
over the past five fiscal years with the cumulative total return on the Standard
& Poor's Industrials Index (S&P Industrials) and the Chase H&Q Total Return
Technology Index (Chase H&Q Technology), formerly called the Hambrecht & Quist
Total Return Technology Index. Cumulative total return is measured assuming an
initial investment of $100 on January 1, 1995 and the reinvestment of dividends
as of the end of Rogers fiscal years.
Comparison of Five-Year Cumulative Total Return
[GRAPHIC - GRAPH PLOTTED TO POINTS LISTED BELOW]]
<TABLE>
<CAPTION>
Fiscal Year Ends 1/1/95 12/31/95 12/29/96 12/28/97 1/3/99 1/2/00
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Rogers Corporation $100 $ 87 $109 $151 $120 $154
S&P Industrials 100 134 168 217 290 365
Chase H&Q Technology 100 150 189 208 339 757
</TABLE>
13
<PAGE>
Termination of Employment and Change of Control Arrangements
Rogers severance policy for regular, full-time salaried employees provides, in
general, for continuation of salary payments, health insurance and certain other
benefits for employees whose employment has been involuntarily terminated. The
number of weeks of salary and benefits continuance is based on length of
service. The policy may be amended, modified or terminated at any time by
Rogers, except in the case of the executive officers of Rogers as of November
1991. Such officers may elect the benefits of either the policy in effect in
November 1991, or the severance policy, if any, which may be in existence at the
time each such individual's employment terminates. The right of executive
officers to make such an election may be cancelled by Rogers on three years'
notice. Mr. Wachob would be entitled to 78 weeks of salary and benefit
continuance upon termination of employment covered by the policy in effect in
November 1991. In the case of Mr. Boomer, if employment is terminated by Rogers,
other than for cause, severance pay will equal one year of annual base salary
including all employee benefits.
The board of directors determined that it would be in the best interests of
Rogers to ensure that the possibility of a change in control of Rogers would not
interfere with the continuing dedication of Rogers executive officers to their
duties to Rogers and its stockholders. Toward that purpose, Rogers has
agreements with all current elected officers of Rogers, including the Named
Executive Officers, which provide certain severance benefits to them in the
event of a termination of their employment during a 36 month period following a
change in control, as defined in the agreements. The initial term of each
agreement is three years and the term is automatically extended for additional
one-year periods each anniversary date of the agreement, unless either party
objects to such extension. If within a 36 month period following a change in
control, an executive's employment is terminated by Rogers without cause, as
defined in the agreements, or if such executive resigns in certain specified
circumstances, then, provided the executive enters into a two-year
non-competition agreement with Rogers, the executive is generally entitled to
the following severance benefits: (i) twice his annual base salary plus bonus;
(ii) two years of additional pension benefits; and (iii) the continuation of
health and life insurance plans and certain other benefits for up to two years.
The agreements provide that severance and other benefits be reduced to an amount
so that such benefits would not constitute so-called "excess parachute payments"
under applicable provisions of the Internal Revenue Code of 1986.
Certain Relationships and Related Transactions
In 1999, Beverly C. Hassell earned $84,068 as an employee of Rogers. She is the
spouse of Aarno A. Hassell, a former Rogers executive officer.
14
<PAGE>
Audit Matters
It is expected that Ernst & Young LLP, Rogers independent auditors selected as
the independent auditors for the fiscal years ending January 2, 2000, and
December 31, 2000, 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 appropriate questions.
In addition to the audit of the 1999 financial statements, Rogers engaged Ernst
& Young LLP to perform certain other services, including assistance in
connection with business process reviews of the accounts payable and payroll
management areas, income tax consultation and assistance in connection with
corporate tax planning.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Rogers executive
officers and directors, and persons who own more than 10% of Rogers capital
stock, to file reports of ownership and changes in ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission, the American Stock Exchange, Inc.
and the Pacific Exchange, Inc. Executive officers, directors and greater than
10% stockholders are required to furnish Rogers with copies of all Forms 3, 4
and 5 they file.
Based solely on Rogers review of the copies of such Forms it has received and
written representations from certain reporting persons that they were not
required to file Form 5's for specified fiscal years, Rogers believes that all
5's of its executive officers and directors complied with all Section 16(a)
filing requirements applicable to them during Rogers fiscal year ended January
2, 2000.
Proposals of Stockholders
Proposals of stockholders intended to be presented at the 2001 Annual Meeting of
Stockholders must be received by Rogers on or before November 8, 2000, for
inclusion in Rogers proxy statement and form of proxy. Proposals of stockholders
received after January 29, 2001, will not be considered timely and may not be
presented at the 2001 Annual Meeting of Stockholders.
Solicitation of Proxies
Rogers will pay the cost of soliciting proxies. In addition to solicitations by
mail, officers and employees of Rogers may solicit proxies personally and by
telephone, facsimile or other means, for which they will receive no compensation
in addition to their normal compensation. Rogers will also request banks,
brokers and other nominees holding shares for a beneficial owner to forward
proxies and proxy soliciting materials to the beneficial owners of capital stock
held of record by such persons. Rogers will upon request reimburse brokers and
other persons for their related reasonable expenses.
15
<PAGE>
Rogers Corporation
One Technology Drive
P.O. Box 188
Rogers, CT 06263-0188
PHONE:
860 774-9605
WEBSITE:
http://www.rogers-corp.com
<PAGE>
REVOCABLE PROXY
ROGERS CORPORATION
[ X ] PLEASE MARK VOTE
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 2000
The undersigned hereby appoints FRANK H. ROLAND and ROBERT M. SOFFER, and each
of them, acting singly, 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 April 18, 2000 at 10:30 a.m. in the President's Room at the New York
Stock Exchange Luncheon Club, 18 Broad Street, 7th floor, New York, New York,
and at any and all adjournments thereof. The proxies are authorized to vote all
shares of stock in accordance with the following instructions and with
discretionary authority upon such other business as may properly come before the
meeting or any adjournment thereof.
1. FIXING THE BOARD OF DIRECTORS AT NINE AND ELECTING DIRECTORS.
To fix the number of persons constituting the full board of directors at nine
and to elect the following nominees as directors (except as marked to the
contrary below):
With-
For hold Except
[ ] [ ] [ ]
Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer, Edward L. Diefenthal,
Mildred S. Dresselhaus, Gregory B. Howey, Leonard R. Jaskol, William E. Mitchell
and Robert G. Paul.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED TO FIX THE BOARD AT NINE AND TO ELECT THE
NOMINEES AS DIRECTORS, AND AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS.
Please be sure to date and sign
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, date, sign and mail in postage paid envelope provided.
ROGERS CORPORATION
Please sign exactly as your name(s) appear(s) on this proxy card. When signing
in a representative capacity, please give full title.
PLEASE ACT PROMPTLY
DATE, SIGN & MAIL YOUR PROXY CARD TODAY
<PAGE>
REVOCABLE PROXY
ROGERS CORPORATION
[ X ] PLEASE MARK VOTE
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 2000
The undersigned hereby appoints FRANK H. ROLAND and ROBERT M. SOFFER, and each
of them, acting singly, 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 April 18, 2000 at 10:30 a.m. in the President's Room at the New York
Stock Exchange Luncheon Club, 18 Broad Street, 7th floor, New York, New York,
and at any and all adjournments thereof. The proxies are authorized to vote all
shares of stock in accordance with the following instructions and with
discretionary authority upon such other business as may properly come before the
meeting or any adjournment thereof.
R E S I P
1. FIXING THE BOARD OF DIRECTORS AT NINE AND ELECTING DIRECTORS.
To fix the number of persons constituting the full board of directors at nine
and to elect the following nominees as directors (except as marked to the
contrary below):
With-
For hold Except
[ ] [ ] [ ]
Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer, Edward L. Diefenthal,
Mildred S. Dresselhaus, Gregory B. Howey, Leonard R. Jaskol, William E. Mitchell
and Robert G. Paul.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED TO FIX THE BOARD AT NINE AND TO ELECT THE
NOMINEES AS DIRECTORS, AND AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS.
Please be sure to date and sign
this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, date, sign and mail in postage paid envelope provided.
ROGERS CORPORATION
This proxy is evidence of your ownership of Rogers Corporation Capital Stock
through the Rogers Employee Savings and Investment Plan (RESIP) held by the
Trustee, CG Trust.
As a stockholder, you are entitled to vote at this year's Annual Meeting of
Stockholders and are encouraged to do so by signing and returning this proxy
card as soon as possible.
PLEASE ACT PROMPTLY
DATE, SIGN & MAIL YOUR PROXY CARD TODAY
