UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

	ROGERS CORPORATION

	(Name of Registrant as Specified In Its Charter)

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	☐			Fee computed on table in Exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
	☐			Fee paid previously with preliminary materials.

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2024 Proxy Statement

Annual Meeting of Shareholders

to be held on May 1, 2024 at Rogers Corporation

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Dear Shareholder:

It is my pleasure to invite you to attend the Company’s 2024 Annual Meeting of Shareholders. The meeting will be held on May 1, 2024, at 8:30 a.m. local time, in person at Rogers’ Global Headquarters located at 2225 W. Chandler Blvd., Chandler, Arizona 85224, and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2024, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

We welcome this opportunity to have a dialogue with our shareholders and look forward to your comments and questions.

Your vote is important. Please vote your proxy promptly so your shares can be represented. Your proxy card includes specific instructions on how to vote.

If you wish to vote during the meeting, please refer to the section of the Proxy Statement entitled “Annual Meeting Information” for specific instructions.

I look forward to the Annual Meeting on May 1^st.

Sincerely,

Peter C. Wallace

Chairman of the Board of Directors

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Rogers Corporation

Notice of 2024 Annual Meeting of Shareholders

	Date:			May 1, 2024
	Time:			8:30 a.m., Local Time
	Location:			In person at Rogers’ Global Headquarters, located at 2225 W. Chandler Blvd., Chandler, Arizona 85224; and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2024
	Record Date:			March 1, 2024. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
	Items of business:			1. To elect eight directors to serve until the next annual meeting; 2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2024; 3. To approve, on a non-binding advisory basis, the compensation paid to our named executive officers; 4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

All shareholders as of the Record Date and properly appointed proxy holders may attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) over the Internet at www.virtualshareholdermeeting.com/ROG2024 or in person at Rogers’ Global Headquarters, 2225 W. Chandler Blvd., Chandler, Arizona 85224. Shareholders who plan to attend virtually must have access to the control number we have provided to you to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://materials.proxyvote.com/775133. Shareholders of record will be verified against an official list available electronically at the Annual Meeting. Rogers Corporation (the “Company”) reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date (or demonstrate that the person holds a valid proxy from a shareholder as of the Record Date).

THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, please promptly vote electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those shareholders who request to receive paper copies of these materials by mail) or, if your shares are held in a street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. This proxy is solicited by the Board of Directors of Rogers Corporation.

By order of the Board of Directors:

Jessica A. Morton

Vice President, General Counsel & Corporate Secretary

2225 W. Chandler Blvd.

Chandler, AZ 85224

March 22, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 1, 2024: this proxy statement and our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC, are available at https://materials.proxyvote.com/775133.

This proxy statement and form of proxy were first sent to security holders on or about March 22, 2024.

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

	Date:			May 1, 2024
	Time:			8:30 a.m., Local Time
	Location:			In person at Rogers’ Global Headquarters, located at 2225 W. Chandler Blvd., Chandler, Arizona 85224; and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2024
	Record Date:			March 1, 2024
	Voting:			Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda:

•	Election of eight directors

•	Ratification of PwC as our independent auditor for 2024

•	Advisory vote on named executive officer compensation

•	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

Voting Matters and Vote Recommendation

Matter	Board vote recommendation	Page Reference
Election of directors	FOR each director nominee	Page 7-10
Ratification of PwC as our independent auditor for 2024	FOR	Page 16-17
Advisory vote on named executive officer compensation	FOR	Page 18

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Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by the affirmative vote of the holders of a plurality of the votes cast. Our Board, however, has adopted a majority vote policy, under which, in an uncontested election, any director nominee for whom the number of votes “withheld” exceeds the number of votes “for” the nominee must submit his or her resignation for consideration by our Nominating, Governance & Sustainability Committee and our Board.

Larry L. Berger

2023

Executive Vice President and CTO of Ecolab, Inc.

Donna M. Costello

2024

Retired CFO of C&D Technologies, Inc.

CTS Corporation; Neenah, Inc. (2019-2022); Horizon Global Corporation (2021-2023)

Megan Faust

2020

Executive Vice President and CFO of Amkor Technology, Inc.

R. Colin Gouveia

2023

President and CEO of Rogers Corporation

Armand F. Lauzon, Jr.

2023

Retired President, CEO and director of C&D Technologies, Inc.

Zekelman Industries Inc.; Northwest Hardwoods Inc.; GCP Applied Technologies Inc. (2020-2022)

Jeffrey J. Owens

2017

Retired Executive Vice President and CTO of Delphi Automotive PLC

indie Semiconductor; Cypress Semiconductor Corporation (2017-2020)

Anne K. Roby

2023

Retired Executive Vice President of Linde plc.

AMG Critical Materials N.V.; Nuvance Health Network; CMC Materials, Inc. (2021-2022)

Peter C. Wallace

2010

Retired CEO of Gardner Denver Inc.

Curtiss-Wright Corporation; Applied Industrial Technologies, Inc.

Principal Accountant Fees and Services

As a matter of good corporate governance, we ask that our shareholders ratify the selection of PwC as our independent auditor for 2024. Set forth below is summary information with respect to 2023 auditor fees paid to PwC.

				2023
	Audit Fees			$3,285,325
	Audit Related Fees			$32,223
	Tax Fees			$95,250
	All Other Fees			$7,900
	Total Fees			$3,420,698

Executive Compensation

We ask that our shareholders annually approve on an advisory basis our named executive officer (“NEO”) compensation. Our Board of Directors (the “Board”) recommends a FOR vote because it believes that our compensation policies and practices for named executive officers are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning such executives’ long-term interest with those of our shareholders, and motivating our executives to remain with the Company for long and productive careers. At our most recent regularly held annual meeting, approximately 97% of the votes cast by our shareholders approved our executive compensation.

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Proxy Statement Table of Contents

Proposal 1 - Election of Directors			7
Our Corporate Governance			11
Board Committees			11
Board Structure and Board Chair			12
Meetings of Non-Management Directors			12
Appropriateness of Leadership Structure			12
Director Independence			13
Board Diversity			13
ESG Oversight			13
Risk Management			13
Insider Trading Policy			14
Location of Corporate Governance Documents			14
Shareholder Director Nominations and Proposals for 2025			14
Communications with Members of the Board			14
Environmental, Social and Governance (ESG) Practices			15
Proposal 2 - Ratification of the Selection of our Independent Auditor			16
Proposal 3 - Advisory Vote on Executive Compensation			18
Compensation & Organization Committee Report			19
Compensation Discussion and Analysis			20
Executive Compensation			28
Director Compensation			38
Security Ownership of Certain Beneficial Owners and Management			40
Related Party Transactions			41
Annual Meeting Information			42

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Proposal 1 - Election of Directors

The first proposal to be voted on at the Annual Meeting will be the election of eight director nominees. Our Board currently consists of nine directors. Keith Barnes, a director since 2015, has reached the age of 72 and, pursuant to our Corporate Governance Guidelines, will not stand for re-election and his term as a director will end at the conclusion of the Annual Meeting. The Board extends its gratitude to Mr. Barnes for his counsel, collegiality, and significant contributions during his many years of service as a director of the Company.

Additionally, on January 11, 2024, Ganesh Moorthy, a director since 2013, resigned from our Board. The Board thanks Mr. Moorthy for his valuable insights, perspective, and commitment during his service on our Board. On January 13, 2024, our Board, upon recommendation of its Nominating, Governance & Sustainability Committee, filled the vacancy created by Mr. Moorthy’s resignation and elected Donna M. Costello to serve as a director.

If elected, each nominee will serve until the next annual meeting of shareholders and thereafter until their successors are chosen and qualified. The Board has been advised that each nominee will serve if elected. All of the nominees are currently directors of Rogers and, with the exception of Ms. Costello, all directors were elected to their present term at the 2023 Annual Meeting of Shareholders.

Vote Required

To be elected, each director requires the affirmative vote of the holders of a plurality of the votes cast. This means that the nominees who receive the highest number of affirmative votes cast will be elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted. Our Board, however, has adopted a majority vote policy, under which, in an uncontested election, any director nominee for whom the number of votes “withheld” exceeds the number of votes “for” the nominee must submit his or her resignation for consideration by our Nominating, Governance & Sustainability Committee and our Board. Abstentions and “broker non-votes” are not considered to be votes cast in the director elections and, accordingly, will not have any effect on the outcome of this vote.

OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES LISTED BELOW.

Nominees for Director: Qualifications and Experience

Criteria for Board Membership

The Nominating, Governance & Sustainability Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

•	Ability to contribute to our Board’s range of talent, skill, and experience to provide sound and prudent guidance with respect to our strategy and operations;

•	Personal integrity and ethical character, commitment, and independence of thought and judgment;

•	Capability to fairly and equally represent our shareholders;

•	Confidence and willingness to express ideas and engage in constructive discussion with other Board members and management, to actively participate in our Board’s decision-making process and make difficult decisions in our best interest;

•	Willingness and ability to devote sufficient time, energy, and attention to our affairs and our Board; and

•	Lack of actual and potential conflicts of interest.

The Nominating, Governance & Sustainability Committee also considers, on an ongoing basis, the background, experience, and skills of our current directors that are important to our current and future business needs and evaluates the experience and skills that would be valuable in new Board members.

SEC Form DEF 14A filed by Rogers Corporation