ROGERS CORP (ROG)
Sector: Information Technology
2026 Annual Meeting Analysis
ROGERS CORP · Meeting: May 6, 2026
Directors FOR
4
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Berger has served since 2023, giving him meaningful overlap with Rogers' severe stock underperformance — the stock lost 28.6% over three years while the XLK technology ETF gained 92.6%, a gap of 121.2 percentage points that far exceeds the 30-point trigger; the five-year record (-42.7% vs. XLK) also fails the same threshold, so no mitigant applies.
Ms. Faust has served since 2020 and her full tenure overlaps with Rogers' severe stock underperformance — the stock lost 28.6% over three years while the XLK technology ETF gained 92.6%, a 121.2 percentage-point gap that far exceeds the 30-point trigger for negative absolute TSR; the five-year record (-42.7% vs. XLK) also fails the threshold, eliminating the mitigant.
Mr. Lauzon joined in 2023 and has sufficient tenure overlap with Rogers' severe stock underperformance — the stock lost 28.6% over three years while the XLK technology ETF gained 92.6%, a gap of 121.2 percentage points that far exceeds the 30-point trigger; the five-year record (-42.7% vs. XLK) also fails the threshold, so no mitigant applies.
Mr. Owens has served since 2017 and his full tenure overlaps with Rogers' severe stock underperformance — the stock lost 28.6% over three years while the XLK technology ETF gained 92.6%, a 121.2 percentage-point gap that far exceeds the 30-point trigger; the five-year record (-42.7% vs. XLK) also fails the threshold, eliminating the mitigant.
Dr. Roby joined in 2023 and has sufficient tenure overlap with Rogers' severe stock underperformance — the stock lost 28.6% over three years while the XLK technology ETF gained 92.6%, a gap of 121.2 percentage points that far exceeds the 30-point trigger; the five-year record (-42.7% vs. XLK) also fails the threshold, so no mitigant applies.
For Analysis
Mr. Cope is a new nominee with no prior tenure on the Rogers board, so he is exempt from the TSR underperformance trigger under the 24-month new-director exemption; he brings relevant manufacturing and industrial leadership experience.
Ms. Costello joined in 2024 and has been on the board for less than 24 months, making her exempt from the TSR underperformance trigger; she brings strong financial expertise as a former CFO and serves on the audit committee.
Mr. Moh joined in 2025 and has been on the board for less than 24 months, making him exempt from the TSR underperformance trigger; he brings relevant specialty materials industry experience.
Mr. Starkloff is a new nominee with no prior tenure on the Rogers board, so he is exempt from the TSR underperformance trigger under the 24-month new-director exemption; he brings relevant technology company CEO experience.
Of the nine nominees, five receive an AGAINST vote (Berger, Faust, Lauzon, Owens, Roby) because Rogers' 3-year stock return of -28.6% trails the XLK technology ETF benchmark by 121.2 percentage points — far exceeding the 30-point trigger for companies with negative absolute returns — and the 5-year record (-42.7%) provides no mitigating relief; three nominees (Cope, Costello, Moh, Starkloff) are exempt as new or recent directors with under 24 months of tenure. Note: Costello joined 2024 (<24 months), Moh joined 2025 (<24 months), Cope and Starkloff are new nominees.
Say on Pay
✓ FORCEO
Ali El-Haj
Total Comp
$2,504,583
Prior Support
96%%
The interim CEO (Ali El-Haj) received total compensation of $2,504,583 in 2025, a figure that reflects a mid-year appointment and includes a one-time $350,000 sign-on bonus and a new-hire equity award valued at approximately $1,500,000 — the relatively modest total is well within a reasonable range for an interim CEO at a $2 billion technology company. Pay mix is appropriate: roughly 78% of the interim CEO's reported pay is variable (equity plus sign-on tied to retention), and the broader executive program uses performance stock awards tied to relative total shareholder return and cash bonuses tied to revenue, gross margin, and adjusted EBITDA, with the 2025 performance awards paying out at zero or below target due to the company missing most financial goals — demonstrating that the incentive structure actually worked as intended to hold back pay when the business underperformed. The prior year say-on-pay vote received 96% support, there is no governance concern about shareholder engagement, and the company maintains a meaningful clawback policy.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,635,511
Non-Audit Fees
$47,689
Non-audit fees (tax fees of $21,689 plus audit-related fees of $24,000 plus all other fees of $2,000 = $47,689) represent only about 1.3% of audit fees, well below the 50% threshold that would raise independence concerns; PwC's tenure is not disclosed in the proxy so the tenure trigger cannot fire; Rogers is a $2 billion company appropriately served by a Big 4 firm.
Overall Assessment
The 2026 Rogers Corporation annual meeting presents a four-proposal ballot; the dominant issue is the company's severe stock underperformance — a 28.6% three-year loss against a 92.6% gain for the XLK technology ETF — which triggers AGAINST votes for five of the nine director nominees who have served long enough to bear accountability for that outcome, while the auditor ratification and say-on-pay proposals both pass cleanly on the merits. The Employee Stock Purchase Plan approval falls outside the scope of this policy and receives no determination.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing