ROGERS CORP 10-K

Item 9A. Controls and Procedures EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES The Company, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2021. The Company’s disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports the Company files or submits under the Exchange Act is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING There were no changes in the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2021 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. This evaluation excluded the operations of Silicone Engineering Ltd. (Silicone Engineering), which we acquired on October 8, 2021. As part of the ongoing integration activities, we will complete an assessment of Silicone Engineering’s existing controls and incorporate our controls and procedures into the acquired operations, as appropriate. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that: • pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and • provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of December 31, 2021, our internal control over financial reporting was effective. The Company’s independent registered public accounting firm, PricewaterhouseCoopers, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, as stated in their report included under “Item 8. Financial Statements and Supplementary Data.” On October 8, 2021, the Company acquired 100% of the membership interests in Silicone Engineering. As permitted, management has excluded Silicone Engineering from its assessment of internal control over financial reporting. The Silicone Engineering assets are held in a wholly-owned subsidiary whose total assets and total net sales represent 2.0% and 0.9%, respectively, of the Company’s total assets and net sales as of and for the year ended December 31, 2021. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 69 Part III Item 10. Directors, Executive Officers and Corporate Governance Officers: Qualifications and Experience Information with respect to our executive officers is presented in “Information About Our Executive Officers” section to “Part I, Item 1. Business” of this report and is hereby incorporated into this Item 10 by reference. Directors: Qualifications and Experience The biographical information below identifies the primary experience, qualifications, attributes and skills of our current directors. 70 Name, Age as of February 17, 2022, and Positions with the Company Principal Occupation, Business Experience, Directorships and Qualifications Keith L. Barnes Age 70 Director since 2015 Compensation & Organization Committee - Chair Nominating, Governance & Sustainability Committee Keith Barnes served as Chairman and CEO of Verigy Pte Ltd. from 2006 until his retirement in 2011. Previously, Mr. Barnes was Chairman and CEO of Electroglas, Inc. (2003 – 2006) and Chairman and CEO of Integrated Measurement Systems (1995 – 2001). Mr. Barnes is also a director of Knowles Corporation and Viavi Solutions Inc. Mr. Barnes brings to the Board experience as a chief executive of global technology manufacturing companies, as well as experience in corporate governance. Megan Faust Age 48 Director since 2020 Audit Committee Compensation & Organization Committee Megan Faust is currently Executive Vice President and CFO of Amkor Technology, Inc., a leading provider of outsourced semiconductor packaging and test services. She joined Amkor in 2005 and became CFO in 2016, after serving six years as its Corporate Controller. Before that, Ms. Faust served as an auditor with KPMG LLP for 10 years. Ms. Faust brings to the Board experience as an active senior finance executive in a global technology manufacturing company. Bruce D. Hoechner Age 62 Director since 2011 President and Chief Executive Officer Bruce Hoechner has served as the Company’s President and CEO and a director since 2011. Previously, Mr. Hoechner worked at Rohm and Haas Company for 28 years, then The Dow Chemical Company after its acquisition of Rohm and Haas in 2009. At both companies, he served in various executive positions, including leadership roles in Asia. Mr. Hoechner is also a director of Curtiss-Wright Corporation. In addition to his perspectives as the CEO of Rogers, Mr. Hoechner brings to the Board experience in global marketing and business operations and strategic development. Carol R. Jensen Age 69 Director since 2006 Audit Committee Nominating, Governance & Sustainability Committee Carol Jensen is currently President and Principal Partner of Lightning Ranch Group, a privately held group of companies in ranching, real estate, technology consulting, energy and aviation. Previously, Ms. Jensen was an executive in technical roles at The Dow Chemical Company, 3M Corporation and IBM Corporation and an Adjunct Professor of Chemistry at the University of Texas, Austin. Ms. Jensen brings to the Board experience in technology, particularly technology operations and innovation. Keith Larson Age 63 Director since 2020 Audit Committee Nominating, Governance & Sustainability Committee Keith Larson served as a Vice President of Intel Corporation and Senior Managing Director of Intel Capital, Intel’s strategic investment and M&A group, until his retirement in April 2019. He joined Intel in 1996, was appointed Vice President in 2006, and served as a Managing Director of Intel Capital from 2004 to 2018. Mr. Larson is currently a director of Northwest Pipe Co. Mr. Larson brings to the Board experience as a senior executive in strategic planning and corporate development in a large multinational, technology-oriented public company, as well as experience in corporate governance. Ganesh Moorthy Age 62 Director since 2013 Audit Committee Nominating, Governance & Sustainability Committee - Chair Ganesh Moorthy is currently President and CEO, and a member of the Board of Directors, of Microchip Technology Incorporated, a leading manufacturer of smart, connected and secure embedded control solutions. Before his appointment as Microchip’s President and CEO in 2021, Mr. Moorthy served as Microchip’s President and COO (2016 – 2021), COO (2009 – 2016), Executive Vice President (2006 – 2009) and Vice President of several Microchip divisions (2001 – 2006). Mr. Moorthy brings to the Board experience as an active senior executive in a global technology manufacturing company, with particular experience in manufacturing and innovation. Jeffrey J. Owens Age 67 Director since 2017 Audit Committee Compensation & Organization Committee Jeffrey Owens served as Executive Vice President and CTO of Delphi Automotive PLC until his retirement in 2017. During his over 40-year career at Delphi, Mr. Owens served in a variety of technology, engineering and operating leadership roles, including as President of Delphi’s Electronics and Safety Division and President of Delphi Asia Pacific. Mr. Owens currently serves as a director of Indie Semiconductor, Inc., and previously served as a director of Cypress Semiconductor Corporation. Mr. Owens brings to the Board experience as a chief technology executive of a global manufacturing company, with particular experience in technology operations and innovation. Helene Simonet Age 69 Director since 2014 Audit Committee - Chair Compensation & Organization Committee Helene Simonet served as Executive Vice President and CFO of Coherent, Inc. from 2002 until her retirement in 2016. Previously, Ms. Simonet served as Vice President of Finance of Coherent’s former Medical Group and Vice President of Finance of its Photonics Division from 1999 to 2002. Prior to joining Coherent in 1999 as a Vice President of Finance, Ms. Simonet spent over 20 years in senior finance positions at Raychem Corporation. Ms. Simonet previously served as a director of Finisar, Inc. Ms. Simonet brings to the Board experience as a senior financial executive of a global technology manufacturing company. Peter C. Wallace Age 67 Director since 2010 Board Chair Compensation & Organization Committee Nominating, Governance & Sustainability Committee Peter Wallace served as CEO and a director of Gardner Denver Inc. from 2014 until his retirement in 2016. Previously, Mr. Wallace served as President and CEO and a director of Robbins & Myers, Inc. (2004 – 2013) and President and CEO of IMI Norgren Group (2001 – 2004). Mr. Wallace is also a director of Curtiss-Wright Corporation and chairman of the board of Applied Industrial Technologies, Inc. Mr. Wallace brings to the Board experience as a chief executive of global manufacturing companies, as well as experience in corporate governance. None of the directors were subject to any arrangement pursuant to which directors were elected, nor are there any family relationships between any directors and any of the Company’s executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors, or any of their associates, is a party adverse to us or any of our affiliates, or in which the persons have a material interest adverse to us or any of our affiliates. Additionally, to the best of 71 our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, sanctions, or injunctions during the last 10 years that are material to the evaluation of the ability or integrity of any of our directors. Code of Ethics We have adopted a code of business conduct and ethics policy, which applies to all employees, officers and directors of Rogers Corporation. The Rogers Corporation Code of Business Ethics is posted on our website at http://www.rogerscorp.com. We intend to satisfy the disclosure requirements regarding any amendment to, or waiver of, a provision of the Code of Business Ethics for our principal executive officer, principal financial officer or principal accounting officer (or others performing similar functions) by posting such information on our website. Our website is not incorporated into or a part of this Form 10-K. Audit Committee The Audit Committee has been established in accordance with the Securities Exchange Act of 1934, as amended and related SEC regulations. The Audit Committee’s authority and responsibilities, which are set forth in a written charter adopted by the Board, include oversight of the Company’s financial reporting function, internal audit function and internal controls, selection, evaluation and oversight of the Company’s independent auditor, and assessment and review of compliance, investigations and legal matters. The members of the Audit Committee are Helene Simonet (Chair), Megan Faust, Carol R. Jensen, Ganesh Moorthy, Jeffrey J. Owens, and Keith Larson. The Board of Directors has determined that each member of the Committee is “independent” in accordance with the NYSE’s listing standards and SEC regulations. In addition, the Board of Directors has determined that all of the Audit Committee members are financially literate in accordance with NYSE listing standards and that committee members Ms. Faust, Mr. Larson, Mr. Moorthy and Ms. Simonet are “audit committee financial experts” in accordance with SEC regulations. Item 11. Executive Compensation Compensation Discussion and Analysis Named Executive Officers for 2021 Our Named Executive Officers (NEOs) for fiscal year 2021 are as follows: Named Executive Officer Title Bruce D. Hoechner President and Chief Executive Officer, Director, Principal Executive Officer Ramakumar Mayampurath Senior Vice President and Chief Financial Officer, Principal Financial Officer Randall C. Gouveia Senior Vice President and General Manager, Elastomeric Material Solutions Jonathan J. Rowntree Senior Vice President and General Manager, Advanced Electronics Solutions Peter B. Williams Senior Vice President, Global Operations and Supply Chain Michael M. Ludwig Former Senior Vice President, Chief Financial Officer and Treasurer (through May 2021) Components of Compensation The Company’s executive compensation philosophy is to attract, retain, and motivate the most talented and experienced executives possible in order to achieve outstanding business performance and shareholder value at a reasonable cost. The Company’s approach to executive compensation takes into account the various industries in which the Company operates, including technology. We believe that our executive compensation program provides an appropriate balance between industry competitive salary and incentive compensation as well as between risk and reward so that our compensation practices are strongly aligned with the long-term interests of our shareholders. • Competitive base salaries targeted around market median but aligned with individual performance and experience. • Bonus targets oriented with market median and focused both on financial results and individual objectives. • Annual long-term incentive target grants targeted around the market median split between time-based restricted stock units and performance-based units with variations in the annual grants based on performance. Compensation Decisions, Philosophy, and Governance Key Compensation Actions and Decisions At our 2021 Annual Meeting of Shareholders, over 99% of the shares voted were voted in favor of our 2020 NEO compensation. Accordingly, in 2021, we maintained our commitment to the use of at-risk compensation (awards under our Long-Term Incentive Program (LTIP) and Annual Incentive Compensation Plan (AICP)), pay for performance, compensation transparency, and the pursuit of pay practices competitive with those of our peers. • Base Salary: Base salaries are targeted around the median of our peer group but will take into account experience and performance. 72 • At-risk Compensation: At-risk compensation made up approximately 83% of our CEO’s target total direct compensation in 2021, approximately the same as 2020. For our remaining NEOs, at-risk compensation in 2021 made up approximately 67% of their target total direct compensation, approximately the same as 2020. • Performance-based Pay: Performance-based pay made up approximately 57% of our CEO’s target compensation in 2021, the same as 2020 and made up approximately 43% of target compensation in 2021 for our remaining NEOs, on average, compared to 41% in 2020. • Pay for Performance Measures: In 2021, we continued to employ multiple performance measures to balance short-term and long-term objectives. With respect to longer-term incentives, we continued the practice of granting performance-based restricted stock units tied to the Company’s three-year total shareholder return (TSR) measured relative to the TSR of a pre-established group of peer companies. Role of Compensation & Organization Committee and the Decision-Making Process The Compensation & Organization Committee (the “Committee” for purposes of this section) began its consideration of 2021 executive compensation by evaluating our compensation philosophy. The Committee affirmed our existing philosophy, reinforcing that our approach to compensation is fundamentally defined by our objective to attract, retain, and motivate the most talented and experienced executives possible in order to achieve outstanding business performance and shareholder value at a reasonable cost. Specifically, the Committee seeks to provide competitive base salaries for our NEOs, and to leverage short-term and long-term variable compensation in line with performance to appropriately reward our NEOs for the value they create. To achieve these goals, we seek to provide opportunity for our executive officers and other senior managers to earn compensation that is competitive with other technology companies of comparable size, global reach and complexity. In addition, we strongly emphasize a culture of pay for performance. Our compensation strategy uses salary, bonuses, long-term incentives, and/or benefits to directly incentivize employee performance. Employee performance is generally measured by pre-defined metrics or qualitative evaluations (performance appraisals) in order to reward and align accountability for our executive officers and other senior managers in working toward the achievement of our financial, strategic and operational objectives. Accordingly, the Committee considers market compensation (overall and by element), Company performance, and individual performance, along with cost reasonableness, in setting executive compensation levels. Role of Management The Committee, in making executive compensation decisions, solicits input from management, as appropriate, with respect to individual and Company performance. The Committee receives recommendations and evaluations with respect to NEO compensation and performance from Mr. Hoechner (other than with respect to his own compensation). While Mr. Hoechner does not make a recommendation to the Committee with respect to his own compensation, he provides the Committee with a summary of his annual performance. The Committee considers this assessment in conjunction with materials provided by the Company’s Chief Human Resources Officer regarding Mr. Hoechner’s performance and recommended compensation. The Committee evaluates this input, as well as the compensation data provided by its compensation consultant, as it independently makes its assessments and compensation decisions. Role of Compensation Consultants The Committee is authorized to select and retain its own independent compensation consultant, and since 2017 has retained Compensia, Inc. (“Compensia” or “Consultant”). During its engagement, Compensia has advised the Committee on evolving best pay practices and pay ratio disclosure and provided competitive market data on executive officer compensation. The Committee annually reviews the independence of the Consultant as part of its standard governance practices and has determined that the Consultant is independent and that its work does not raise any conflict of interest. Use of Peer Group Data The Committee's use of peer group data demonstrates our focus on efficient recruitment and retention of executives who will drive our business performance and enhance shareholder value at a reasonable cost, while maintaining a competitive market position. The Committee regularly reviews the peer groups it uses to set NEO compensation. In 2020, the Committee, in consultation with Compensia, determined that five companies in the 2020 peer group (Entegris, Inc., II-VI Incorporated, MKS Instruments, Inc., Monolithic Power Systems, Inc., and Versum Materials, Inc.) would be removed and replaced by three new companies (ESCO Technologies, FormFactor, Inc., and Materion Corporation) for our 2021 NEO compensation analysis, due to the recent acquisitions in the 2020 peer group and changes in revenue and market capitalization. The companies comprising the new peer group, which were selected in consultation with Compensia, are listed below. 73 2021 NEO Compensation Peer Group Advanced Energy Industries, Inc. Kulicke and Soffa Industries Inc. Brooks Automation, Inc. Littelfuse, Inc. CMC Materials, Inc. MACOM Technology Solutions Holding, Inc. Diodes Incorporated Materion Corporation ESCO Technologies Methode Electronics, Inc. Ferro Corporation Novanta Inc. FormFactor, Inc. Quaker Houghton Corporation GCP Applied Technologies, Inc. Semtech Corporation Ingevity Corporation Silicon Laboratories, Inc. Knowles Electronics, LLC The Committee considered compensation data from the 2019 and 2020 proxy statements of these companies, with slight cost-of-living adjustments, when setting 2021 NEO compensation. Specifically, the Committee considered this peer group data when establishing the overall compensation packages for our NEOs and each element of compensation within those packages for 2021 and, as part of that process, evaluating target total cash compensation for each NEO (defined as base salary and target payments under our AICP) and target total direct compensation for each NEO (defined as base salary and target payments under our AICP and LTIP). In general, the Committee aims to set overall executive compensation, as well as each element of executive compensation, for each NEO around the median of the peer group with variations in each compensation element to account for tenure, experience, performance, responsibilities and expected contribution. Compensation Mix The Committee believes that executive compensation should include a competitive combination of base salary, annual incentive compensation and long-term incentive compensation that emphasizes performance and balances shorter-term results with execution of longer-term financial and strategic initiatives. Base Salary Base salary is the fixed compensation element we provide to our executives based on their qualifications, experience, and regular contribution to the business. Our goal is to ensure that business decisions are in the hands of executives with proven track records, and our ability to efficiently recruit, retain and motivate such talented people depends in part on competitive base salaries. Adjustments to base salary each year are dependent upon many factors, including an executive’s tenure, internal equity across the executive team based on individual roles and contributions, market trends, the Company’s prior year performance, and general affordability based on business results . Base salary is generally subject to annual review, unless circumstances dictate otherwise. Generally, any base salary adjustments are effective at the beginning of the second quarter of the year. The Committee began its assessment of 2021 NEO base salaries with an analysis of base salary relative to the base salaries paid to executives in similar positions at the companies in the peer group discussed above and aimed to set NEO base salaries around the median of the peer group. The Committee concluded that 2021 base salaries for the Rogers NEOs are reflective of the competitive market environment. The Committee concluded that a market adjustment was appropriate for Mr. Mayampurath (due to his promotion to Senior Vice President and Chief Financial Officer) and awarded merit-based increases to certain other NEOs. Named Executive Officer 2021 Base Salary 2020 Base Salary Base Salary % Change for 2021 Bruce D. Hoechner $ 753,960 $ 732,000 3.00% Ramakumar Mayampurath $ 380,000 $ 271,014 26.68% Randall C. Gouveia $ 412,698 $ 396,825 4.00% Jonathan J. Rowntree $ 407,408 $ 391,738 4.00% Peter B. Williams $ 403,988 $ 384,750 5.00% Michael M. Ludwig $ 436,800 $ 436,800 0.00% 74 Annual Incentive Compensation Plan Our AICP is intended to compensate our executives for their annual contributions to the Company’s performance. Consistent with the terms of the AICP, the Committee established a performance goal (the achievement of positive operating income, where operating income is adjusted to exclude restructuring and other non-recurring charges and gains, gains and losses on foreign currency transactions, and the effects of accounting changes and certain tax adjustments) and target and maximum potential payouts early in 2021. The Committee used the peer group data described above when evaluating and determining the target and maximum potential AICP awards for the NEOs. Named Executive Officer 2021 Base Salary Base Salary Percentage 2021 Target Payout 2021 Maximum Payout Bruce D. Hoechner $ 753,960 100% $ 753,960 $ 2,500,000 Ramakumar Mayampurath $ 380,000 65% $ 247,000 $ 750,000 Randall C. Gouveia $ 412,698 55% $ 226,984 $ 500,000 Jonathan J. Rowntree $ 407,408 55% $ 224,074 $ 500,000 Peter B. Williams $ 403,988 55% $ 222,193 $ 500,000 Michael M. Ludwig $ 436,800 65% $ — $ — (1) Mr. Ludwig was ineligible for a 2021 AICP payout since he retired from the Company in May 2021. Following the end of 2021, the Committee determined that the Company had generated positive annual operating income thereby satisfying the performance goal. In deciding when, and to what extent, to exercise negative discretion in adjusting awards downward from the maximum potential payout, the Committee looked to each NEO’s achievement with respect to certain corporate/business unit performance measures and individual performance metrics; specifically, with regard to corporate/business unit performance measures, the Committee considered the following corporate performance measures in its deliberation (dollars in millions): Performance Metric Threshold Performance (80% Target Payout) Target Performance (100% Target Payout) Maximum Performance (200% Target Payout) 2021 Performance (1) Net sales $ 677.1 $ 846.4 $ 1,015.7 $ 905.6 Operating income (2) $ 112.7 $ 140.8 $ 169.0 $ 150.9 (1) The Committee excluded certain currency adjustments from net sales. No currency adjustment is made to operating income due to the complexities of extracting specific data. (2) Adjusted operating income, which the Company defines as operating income excluding acquisition-related amortization of intangible assets and discrete items. With respect to Messrs. Hoechner, Mayampurath, and Williams, each of the two corporate performance metrics was assigned a 40% weight. With respect to Messrs. Gouveia and Rowntree, each of the two corporate performance metrics was assigned a 10% weight, and each of the two business unit performance metrics was assigned a 30% weight. In addition to the metrics discussed above, the Committee assigned a 20% weight to achievement of annual individual performance metrics (MBOs) by each NEO. Mr. Hoechner established the MBOs for each NEO, other than himself, following consultation with the NEOs in early 2021. The Committee established Mr. Hoechner’s MBOs following consultation with Mr. Hoechner. The MBOs for the NEOs related to both quantitative performance objectives, including achievement of the annual financial plan and sales, operating efficiencies, and safety goals, and qualitative performance objectives, including updating the corporate/business unit growth strategy, expanding the Company’s research and development pipeline, employee development, and streamlining the Company’s financial reporting process. After the end of the year, Mr. Hoechner evaluated the performance of each NEO, other than himself, against his MBOs and provided his evaluation to the Committee. The Committee evaluated Mr. Hoechner’s performance following discussions with Mr. Hoechner and after performing its own assessment of Mr. Hoechner’s performance against his MBOs. 75 Following consideration of each NEO’s achievement of the performance metrics discussed above, the Committee awarded the following AICP payouts to the NEOs: Named Executive Officer Actual AICP Payout Bruce D. Hoechner $ 965,068 Ramakumar Mayampurath $ 320,033 Randall C. Gouveia $ 328,021 Jonathan J. Rowntree $ 300,025 Peter B. Williams $ 272,010 Michael M. Ludwig (1) $ — (1) Mr. Ludwig was ineligible for a 2021 AICP payout since he retired from the Company in May 2021. Long-Term Incentive Program Our LTIP is intended to compensate our executives for their long-term contributions to Company performance, based upon metrics that closely align with long-term shareholder value. For our NEOs, we use a combination of performance-based restricted stock units and time-based restricted stock units to balance retention and attainment of financial and operational goals. The Committee believes that such long-term incentive compensation aligns the interests of our NEOs with the interests of our shareholders. In early 2021, Mr. Hoechner recommended to the Committee the target total dollar value of the 2021 long-term incentive award for each then-serving NEO other than himself. The Committee considered these recommendations and data drawn from the peer group in a competitive market analysis prepared by Compensia in establishing the target long-term incentive award values below. The Committee concluded that an increase in the total LTIP award for each then-serving NEO was appropriate to bring target total direct compensation for these NEOs closer to the peer group median. Named Executive Officer Target LTIP Award Performance-Based Restricted Stock Units Time-Based Restricted Stock Units Bruce D. Hoechner $ 3,000,000 $ 1,800,000 $ 1,200,000 Ramakumar Mayampurath (1) $ 577,855 $ 331,428 $ 246,428 Randall C. Gouveia $ 825,760 $ 412,880 $ 412,880 Jonathan J. Rowntree $ 815,360 $ 407,680 $ 407,680 Peter B. Williams $ 808,500 $ 404,250 $ 404,250 Michael M. Ludwig (2) $ — $ — $ — (1) LTIP awards for Mr. Mayampurath include both his annual award (50%/50% split), as well as a promotional award (60%/40% split). (2) Mr. Ludwig did not receive a 2021 equity award. Additional information regarding the equity awards provided to our NEOs during 2021, including, where applicable, the target and maximum number of shares, is set forth in both the “Grants of Plan-Based Awards for Fiscal Year 2021 Table” and “Outstanding Equity Awards at End of Fiscal Year 2021 Table” subsections in the “Executive Compensation Tables” section below. Performance-Based Restricted Stock Units Performance-based restricted stock units are settled in shares of our capital stock after a three-year performance period. The number of shares delivered under the performance-based restricted stock units can range from zero to 200% of the units in the target grant, depending on our actual performance, and settlement generally requires employment throughout the full three-year performance period. There are generally up to three outstanding performance-based restricted stock unit awards at any time. In 2021, the Committee concluded that performance tied solely to the Company’s three-year TSR performance relative to the Index (as defined below) remained appropriate given (i) the Company’s strategic focus on synergistic acquisition opportunities and (ii) the Committee’s focus on the selection of performance metrics that are appropriately challenging to achieve and efficient for the Committee to assess at the end of a performance period. The applicable performance metric was relative TSR measured as follows: • Our TSR performance is measured against the TSR of a specified group of peer companies selected by the Committee from within Standard and Poor’s Small Cap 600 Information Technology companies (the Index). The Committee believes that the Index is an appropriate group against which to measure the Company’s TSR. The Committee excludes from the Index any companies that cease to publicly report financial statement data to the SEC at any time during the performance period. • TSR performance is calculated for the Company and each of the companies in the Index by comparing the relevant company’s average daily closing common stock price for a specified period prior to the start of the performance period 76 to its average daily closing common stock price for the corresponding period immediately preceding the end of the performance period. The calculation reflects adjustments for stock splits, reverse stock splits and similar extraordinary events that occur during the performance period. Performance-based restricted stock unit awards granted in 2021, 2020 and 2019 will reflect cash dividends paid during the performance period. • At the end of the performance period, the Committee compares the Company’s TSR to the TSR of the companies in the Index. The number of units earned at the end of the applicable three-year performance period is based on the Company’s TSR performance ranked against the TSR performance of the companies in the Index. The amount vested, if any, is determined on a straight-line basis based on the table set forth below. Company Relative TSR Performance Payout Percentage for TSR Performance 25% 0% (threshold) 30% 20% 35% 40% 40% 60% 45% 80% 50% 100% (target) 55% 120% 60% 140% 65% 160% 70% 180% 75% 200% (maximum) The TSR performance scale is designed to be appropriately challenging, and there is a risk that the performance-based restricted stock units will not be earned or will be earned at less than 100% of target. Results from 2019-2021 Performance-Based Restricted Stock Units In early 2022, the Committee reviewed calculations of the Company’s relative TSR performance compared to the Index prepared by Compensia. Following this review, the Committee determined that the payout percentage for TSR performance was 180.7%. As a result, the Committee determined that Messrs. Hoechner, Mayampurath, Gouveia, Rowntree and Williams had earned 180.7% of the target number of shares under these awards. Time-Based Restricted Stock Units The Committee uses time-based restricted stock units to provide a long-term incentive vehicle that emphasizes retention. Annual time-based restricted stock units granted to our NEOs are generally subject to three-year ratable vesting and require our executives to remain continuously employed by the Company through the applicable vesting dates. Refer to the subsection “Potential Payments on Termination or Change in Control” subsection in the “Executive Compensation Tables” section below for information about the limited circumstances in which these awards could be subject to accelerated vesting. The value of the time-based restricted stock units ultimately earned is tied to the market price of the Company’s capital stock following the vesting period, and the Committee believes the awards align NEO interests with long-term shareholder interests. As noted above, the Committee granted time-based restricted stock units to the NEOs during 2021. In addition, portions of time-based restricted stock units granted in 2018, 2019, and 2020 vested in 2021. Mr. Mayampurath received awards of time-based restricted stock units in 2018, 2019, and 2020 for his service in his previous role as Vice President of Finance, and portions of those awards vested during 2021. Mr. Ludwig forfeited his remaining outstanding time-based restricted stock units upon his retirement in May 2021; according to their terms, the time-based restricted stock units that were unvested at the time of his retirement were forfeited. Other Benefits We also provide our NEOs with the following additional benefits: • Section 401(k) and health and welfare benefits, including life insurance, on substantially the same terms and conditions as they are provided to most of our other employees; • A non-qualified funded deferred compensation plan that allows executives to defer salary and bonus and receive matching contributions on deferred amounts on a cost-effective tax-advantaged basis; • Severance and change-in-control protection to U.S.-based NEOs to increase retention and mitigate potential conflicts of interest when NEOs perform their duties in connection with a potential change in control transaction; and 77 • Physicals as part of an annual executive physical program. Merger Agreement with DuPont The Merger Agreement (as defined in the Company’s Definitive Proxy Statement filed in December 2021) provides for certain modifications to equity awards outstanding under the Company’s 2019 Long-Term Equity Compensation Plan. On November 1, 2021, the Compensation & Organization Committee effectuated modifications to existing equity awards as required by the terms of the Merger Agreement. Pursuant to the Merger Agreement, at the effective time of the merger: • Each Company deferred stock unit or time vesting restricted stock unit (“Company RSU”), excluding Post-Signing Company RSUs as defined below, that is outstanding as of immediately prior to the effective time of the merger (the “Effective Time”) will become fully vested and will automatically be canceled and converted into the right to receive an amount in cash equal to the product of the Merger Consideration (as defined in the Merger Agreement) and the number of shares subject to such Company RSU immediately prior to the Effective Time; • Each RSU that is granted on or after the date of the Merger Agreement, excluding any such Company RSU granted to a non-employee director (“Post-Signing Company RSU”), that is outstanding as of immediately prior to the Effective Time, will be assumed by DuPont and converted automatically into a restricted stock unit in respect of shares of DuPont common stock with the same terms and conditions as are in effect with respect to such Post-Signing Company RSU immediately prior to the Effective Time (“Parent RSU”), except that such Parent RSU will relate to a number of shares of DuPont common stock that is determined based on the ratio of the Merger Consideration to the average closing price per share of DuPont’s common stock for the period of 10 consecutive trading days preceding the last trading day prior to the closing date of the merger; and • Each Company restricted stock unit subject to performance-based vesting criteria (“Company PSU”) that is outstanding as of immediately prior to the Effective Time will become fully vested and will automatically be canceled and be converted into the right to receive an amount in cash equal to the product of the Merger Consideration and the number of shares subject to such Company PSU immediately prior to the Effective Time based on 120% of the target level of performance achievement. For additional information on the impact of the Merger Agreement on the compensation of our directors and executive officers, please review the definitive proxy statement filed with the SEC and mailed to shareholders on December 16, 2021. Stock Ownership Guidelines Stock ownership guidelines help to foster a focus on long-term growth. The Company’s stock ownership guidelines provide as follows: CEO stock ownership should reach three times base salary within five years of service as CEO, while NEOs other than the CEO are expected to own Company stock valued at least two times base salary no later than the completion of five years of service as an executive officer. Compensation Recovery Policy The Company has a compensation recovery policy in place to recover any compensation earned by or paid to an executive officer based on any financial result or operating objective that was impacted by the officer’s misconduct. Risk Considerations Related to Compensation The Committee does not believe that our compensation programs encourage risks that are reasonably likely to have a material adverse effect on the Company. This belief is based on the following: • Our compensation philosophy and strategy are reviewed by the Committee on an annual basis to align executive compensation with our business strategy. • At-risk pay comprises a substantial portion of our executives’ target total direct compensation, with company or business unit and individual performance having a meaningful effect on payouts to our NEOs. In connection therewith, performance of the CEO and the other NEOs are evaluated by the Committee each year, and that evaluation is used as the basis for future compensation decisions. • Equity awards for our executives are earned or vest over a three-year period, which the Committee believes discourages undue short-term risk taking. • Equity represents a significant component of our executives’ target total direct compensation, and payouts with respect to at least 50% of our equity awards are contingent on Company performance. • Our stock ownership guidelines seek to encourage a long-term perspective by our executives. • The Committee engages an independent compensation consultant. 78 • The Committee reserves negative discretion to lower compensation plan payouts. • We have a compensation recovery policy in place to recover any compensation earned by or paid to an executive officer based on any financial result or operating objective that was impacted by the officer’s misconduct. Compensation & Organization Committee Interlocks and Insider Participation None of the Compensation & Organization Committee members (Keith L. Barnes, Megan Faust, Jeffrey J. Owens, Helene Simonet, or Peter C. Wallace): • Has ever been an officer or employee of the Company; • Is or has been a participant in a related party transaction with the Company (refer to the “Related Party Transactions” section to “Item 13. Certain Relationships and Related Transactions, and Director Independence” for a description of our policy on related party transactions); or • Has any other interlocking relationships requiring disclosure under applicable SEC rules. Compensation & Organization Committee Report The Compensation & Organization Committee of the Board of Directors of Rogers Corporation reviewed and discussed this Compensation Discussion and Analysis set forth above with management and, based upon such review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K. February 22, 2022 Members of the Compensation & Organization Committee: Keith L. Barnes, Chair Megan Faust, Member Jeffrey J. Owens, Member Helene Simonet, Member Peter C. Wallace, Member 79 Executive Compensation Tables Fiscal Year 2021 Summary Compensation Table The following table sets forth summary information concerning compensation paid or accrued for services rendered to the Company by our NEOs during the year ended December 31, 2021. Named Executive Officer Years Covered Salary (1) Bonus Stock Awards (2) Non-Equity Incentive Plan Compensation Change in Pension Value and Non-Qualified Deferred Compensation Earnings All Other Compensation (3) Total (5) Bruce D. Hoechner 2021 $ 749,737 $ — $ 4,028,787 $ 965,068 $ — $ 48,846 $ 5,792,438 2020 $ 752,784 $ — $ 3,101,717 $ 309,124 $ — $ 24,537 $ 4,188,162 2019 $ 700,062 $ — $ 2,781,208 $ 495,600 $ — $ 59,302 $ 4,036,172 Ramakumar Mayampurath 2021 $ 334,297 $ 713,798 $ 320,033 $ — $ 21,171 $ 1,389,299 Randall C. Gouveia 2021 $ 409,646 $ — $ 1,072,551 $ 328,021 $ — $ 41,271 $ 1,851,489 2020 $ 410,513 $ — $ 585,754 $ 125,000 $ — $ 107,020 $ 1,228,287 2019 $ 271,500 $ — $ 364,232 $ 127,664 $ — $ 76,352 $ 839,748 Jonathan J. Rowntree 2021 $ 404,394 $ — $ 1,059,576 $ 300,025 $ — $ 24,131 $ 1,788,126 Peter B. Williams 2021 $ 400,288 $ — $ 1,050,926 $ 272,010 $ — $ 23,551 $ 1,746,775 2020 $ 398,452 $ — $ 597,951 $ 130,290 $ — $ 12,920 $ 1,139,613 2019 $ 160,769 $ 150,000 $ 337,519 $ 85,342 $ — $ 157,354 $ 890,984 Michael M. Ludwig 2021 $ 213,360 $ — $ — $ — $ — $ 34,406 $ 247,766 2020 $ 449,723 $ — $ 1,051,579 $ 166,453 $ — $ 13,095 $ 1,680,850 2019 $ 420,000 $ — $ 940,127 $ 211,744 $ — $ 17,063 $ 1,588,934 (1) Employees are paid on a bi-weekly schedule. Amounts in this column represent 26 pay periods in 2021. (2) Reflects the aggregate grant date fair value of the performance-based restricted stock units and time-based restricted stock units granted during each listed year. The grant date fair value of the performance-based restricted stock units is based on the probable outcome (as of the grant date) of the performance conditions applicable to those grants. For this purpose, the probable outcome was considered to be the compensation cost over the performance period that would have resulted if the Company achieved target performance during the performance period. The grant date fair value of the time-based restricted stock units reported above is based on the closing price per share of our capital stock on the grant date. (3) With respect to 2021, reflects the total amount of “All Other Compensation” reported in the “All Other Compensation for Fiscal Year 2021 Table” subsection below. (4) Mr. Ludwig retired from the Company in May 2021. (5) None of the NEOs had a change in pension value or change in non-deferred compensation earnings in 2021, 2020 or 2019. All Other Compensation for Fiscal Year 2021 Table The following table sets forth aggregate amounts of all other compensation earned by the NEOs or accrued by the Company for the year ended December 31, 2021, on behalf of the NEOs. Rogers does not provide any additional perquisites to its NEOs other than what is reported in the table below. The total amount reflected below is set forth in the “All Other Compensation” column of the “Fiscal Year 2021 Summary Compensation Table” subsection above. 80 Named Executive Officer Company Contributions to Defined Contribution Plan (1) Executive Physical Life Insurance Premiums Deferred Compensation Company Match Misc Income (2) All Other Compensation Total Bruce D. Hoechner $ 33,226 $ 2,237 $ 3,120 $ 10,263 $ — $ 48,846 Ramakumar Mayampurath $ 17,285 $ — $ 3,120 $ — $ 766 $ 21,171 Randall C. Gouveia $ 20,878 $ — $ 3,120 $ 17,125 $ 148 $ 41,271 Jonathan J. Rowntree $ 20,867 $ — $ 3,120 $ — $ 144 $ 24,131 Peter B. Williams $ 20,294 $ — $ 3,120 $ — $ 137 $ 23,551 Michael M. Ludwig (3) $ 20,563 $ 10,723 $ 3,120 $ — $ — $ 34,406 (1) Includes 401(k) Company match, discretionary contribution and 1% non-elective contributions. (2) Includes payments made for COVID-19 vaccine incentives. (3) Mr. Ludwig retired from the Company in May 2021. Grants of Plan-Based Awards for Fiscal Year 2021 Table The following table shows all plan-based awards granted to the NEOs during fiscal year 2021. The awards under the AICP are cash awards, and the performance-based restricted stock units and time-based restricted stock units are non-cash awards (i.e., equity awards). The equity awards identified in the table below are also reported in the “Outstanding Equity Awards at End of Fiscal Year 2021 Table” subsection below and the “Fiscal Year 2021 Summary Compensation Table” subsection above. Named Executive Officer Grant Date Estimated Possible Payouts under Non-Equity Incentive Plan Awards Estimated Future Payouts under Equity Incentive Plan Awards (Expressed in Shares) (2) All Other Equity Awards: Number of Shares of Stock or Units Grant Date Fair Value of Equity Awards Threshold (1) Target Maximum Threshold Target Maximum Bruce D. Hoechner $ 700,000 $ 2,500,000 02/10/2021 7,190 $ 1,268,460 02/10/2021 10,780 21,560 $ 2,760,327 Ramakumar Mayampurath $ 225,160 $ 750,000 02/10/2021 460 $ 81,153 02/10/2021 460 920 $ 117,788 05/01/2021 890 $ 174,298 05/01/2021 1,330 2,660 $ 340,560 Randall C. Gouveia $ 226,984 $ 500,000 02/10/2021 2,480 $ 437,522 02/10/2021 2,480 4,960 $ 635,029 Jonathan J. Rowntree $ 224,074 $ 500,000 02/10/2021 2,450 $ 432,229 02/10/2021 2,450 4,900 $ 627,347 Peter B. Williams $ 222,193 $ 500,000 02/10/2021 2,430 $ 428,701 02/10/2021 2,430 4,860 $ 622,226 Michael M. Ludwig (3) (1) There is no minimum threshold. (2) Represents performance-based restricted stock units where the actual number of shares to be issued will vary depending upon the Company’s TSR relative to Index companies during the Company’s 2021 through 2023 performance cycle. These Index companies were selected by the Committee at the time of grant, as described in the “Compensation Discussion and Analysis” section above. (3) Mr. Ludwig retired from the Company in May 2021. 81 Additional Information Regarding (i) the Fiscal Year 2021 Summary Compensation Table and (ii) Grants of Plan-Based Awards for Fiscal Year 2021 Table The Committee converts each NEO’s target long-term incentive award value into a number of target shares using the average closing price per share of our capital stock for the 30 trading days prior to the grant date. The share price used in 2021 for LTIP awards was $167.02, based on the average closing price per share of our capital stock for the 30 trading days prior to the February 10, 2021 grant date. With respect to the grant dated May 1, 2021, the share price used to determine the award value was $192.59. Restricted stock unit awards for NEOs (other than Mr. Hoechner and Mr. Mayampurath) are generally comprised of 50% performance-based restricted stock units and 50% time-based restricted stock units, while restricted stock unit awards for Mr. Hoechner and Mr. Mayampurath are comprised of 60% performance-based restricted stock units and 40% time-based restricted stock units. Each NEO receiving performance-based restricted stock units may earn up to twice the target award if actual performance exceeds target levels. Outstanding Equity Awards at End of Fiscal Year 2021 Table The following table contains information regarding outstanding equity awards held by the NEOs as of December 31, 2021. Time-based restricted stock units are reported in the first two columns of the table. Performance-based restricted stock units are reported under the table heading “Equity Incentive Plan.” Equity Incentive Plan Named Executive Officer Grant Date Number of Shares of Units of Stock That Have Not Vested (1) Market Value of Shares or Units of Stock That Have Not Vested (2) Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) Bruce D. Hoechner 02/07/2019 2,963 $ 808,899 02/12/2020 6,553 $ 1,788,969 02/10/2021 7,190 $ 1,962,870 02/07/2019 13,334 $ 3,640,182 02/12/2020 14,740 $ 4,024,020 02/10/2021 10,780 $ 2,942,940 Ramakumar Mayampurath 02/07/2019 185 $ 50,505 02/12/2020 280 $ 76,440 02/10/2021 460 $ 125,580 05/01/2021 890 $ 242,970 02/07/2019 556 $ 151,788 02/12/2020 420 $ 114,660 02/10/2021 460 $ 125,580 05/01/2021 1,330 $ 363,090 Randall C. Gouveia 06/03/2019 437 $ 119,301 02/12/2020 1,546 $ 422,058 02/10/2021 2,480 $ 677,040 06/03/2019 1,310 $ 357,630 02/12/2020 2,320 $ 633,360 02/10/2021 2,480 $ 677,040 Jonathan J. Rowntree 06/03/2019 77 $ 21,021 02/12/2020 1,480 $ 404,040 02/10/2021 2,450 $ 668,850 06/03/2019 230 $ 62,790 02/12/2020 2,220 $ 606,060 02/10/2021 2,450 $ 668,850 Peter B. Williams 08/07/2019 307 $ 83,811 02/12/2020 1,506 $ 411,138 02/10/2021 2,430 $ 663,390 08/07/2019 920 $ 251,160 02/12/2020 2,260 $ 616,980 02/10/2021 2,430 $ 663,390 Michael M. Ludwig (4) 82 (1) Represents 2021, 2020 and 2019 time-based restricted stock units as of December 31, 2021, which generally vest in equal one-third increments on each of the first three anniversaries of the grant date, provided that the executive is still employed by the Company. For the 2021, 2020 and 2019 time-based restricted stock unit awards, accelerated pro-rata vesting applies in case of death, disability or termination of employment after attaining at least 60 years of age and completing five years of service and in certain cases, in connection with a change in control. Refer to the discussion in the “Potential Payments on Termination or Change in Control” subsection below. (2) Calculation based on the closing share price of our capital stock of $273.00 per share on December 31, 2021. (3) Represents 2021, 2020 and 2019 performance-based restricted stock units outstanding as of December 31, 2021. The disclosed amounts for both the performance-based restricted stock unit reflect the targeted payout (100%). Except as described below in connection with a change in control, payment of shares earned based on performance generally requires that the executive remain employed on the last day of the fiscal year in the relevant performance period. (4) Mr. Ludwig retired from the Company in May 2021. Equity Awards Vested for Fiscal Year 2021 Table The following table sets forth restricted stock unis for all NEOs that vested during 2021. Equity Awards Named Executive Officer Number of Shares Acquired on Vesting Value Realized Upon Vesting Bruce D. Hoechner 8,340 $ 1,471,335 Ramakumar Mayampurath 402 $ 70,647 Randall C. Gouveia 1,210 $ 221,661 Jonathan J. Rowntree 816 $ 147,105 Peter B. Williams 1,060 $ 194,036 Michael M. Ludwig 2,111 $ 371,251 Pension Benefits at End of Fiscal Year 2021 Rogers previously maintained the Rogers Corporation Defined Benefit Pension Plan, a tax-qualified defined benefit pension plan and currently maintains a non-qualified unfunded pension plan (Pension Restoration Plan). Benefit accrual under both plans ceased as of June 30, 2013. None of our NEOs participated in these plans in 2021. Non-Qualified Deferred Compensation at End of Fiscal Year 2021 Table This table provides information about the voluntary Deferred Compensation Plan for Key Employees (NQDC) maintained for the benefit of our NEOs and other Company executives. An NEO may only earn non-qualified deferred compensation by electing to defer receipt of compensation that would otherwise be payable to him or her in cash. The amounts shown in the column “Executive Contributions” reflect deferrals of NEO compensation received in 2021, including in some cases the 2020 AICP award which was payable in 2021. If the NEOs had not chosen to defer this compensation, we would have paid these amounts to the NEOs in cash in 2021. Named Executive Officer Executive Contributions in the Last Fiscal Year (1) Registrant Contributions in the Last Fiscal Year (2) Aggregate Earnings in the Last Fiscal Year (3) Aggregate Withdrawals Distribution Aggregate Balance at Last Fiscal Year End Bruce D. Hoechner $ 18,570 $ 10,263 $ 171,810 $ — $ 1,260,073 Ramakumar Mayampurath $ — $ — $ — $ — $ — Randall C. Gouveia $ 26,732 $ 17,125 $ 13,745 $ — $ 100,895 Jonathan J. Rowntree $ — $ — $ — $ — $ — Peter B. Williams $ — $ — $ — $ — $ — Michael M. Ludwig (4) $ — $ — $ — $ — $ — (1) Deferred earnings are included in the “Salary” (Messrs. Hoechner and Gouveia) and “Non-Equity Incentive Plan Compensation” (Messrs. Hoechner and Gouveia) columns of the "Fiscal Year 2021 Summary Compensation Table" subsection above. (2) Reflects 2021 matching credit on executive contributions; included in the “Deferred Compensation Company Match” column in the "All Other Compensation for Fiscal Year 2021 Table" subsection above. (3) Reflects interest and investment returns on balances in 2021. (4) Mr. Ludwig retired from the Company in May 2021. The NQDC allows participants to elect to defer up to 100% of their annual bonus and 50% of their base salary. The NQDC allows for the participant to make investment elections similar to the qualified 401(k) plan. The participants’ balances and any earnings thereon will be reflected on the Company’s books as general unsecured obligations of the Company. All payments under the NQDC will come from the general assets of the Company. The Company has placed assets to pay plan benefits in a 83 Rabbi Trust to protect the assets against a change in control in the ownership or management of the Company. Once a change in control occurs, the assets may only be used to pay the promised benefit to participants, except in the event of the Company’s bankruptcy or insolvency. In the event of such an occurrence, Rabbi Trust assets are treated like all other corporate assets and are subject to the claims of all general creditors of the Company. Participants will be considered a general creditor and will have no greater rights to their balance than other general creditors. A Company match is credited on all salary and bonus deferrals but with the amount of the match being equal to the rate of the 401(k) Company match (which is currently 100% of the first 1% and 50% of the next 5% of eligible compensation). The Company match on deferrals is made in cash. Each participant has a fully vested interest in the Company match. Payment(s) of deferred amounts with respect to the deferrals made for a specific year will commence on April 15 th of the year following the passage of the number of years specified by the individual in the deferral election for that year, or 30 days after the participant ceases to be an employee. Payment elections are made at the time of the deferral election. Payments are made in a lump sum or installments over a period of not more than 10 years. Any requested changes in the timing of the payments by participants must result in the extension of the existing payment date by at least an additional five years. Accelerated payment may occur upon a change in control or a bona fide unforeseen financial hardship. Payments made upon a participant’s separation from service may be delayed six months, if necessary, to avoid penalties under Internal Revenue Code Section 409A. To the extent permitted under Internal Revenue Code Section 409A, certain amounts in a participant’s deferred compensation account, such as amounts deferred and vested prior to January 1, 2005, are not subject to Section 409A. Potential Payments on Termination or Change in Control The section below describes the payments that may be made to NEOs upon termination of employment, retirement, death, or disability or in connection with a change in control. On November 1, 2021, we entered into a Merger Agreement with DuPont. The Merger Agreement provides for certain modifications to equity awards outstanding under the Company’s 2019 Long-Term Equity Compensation Plan. Because the proposed merger with DuPont could not have reasonably closed in fiscal year 2021, the amounts listed in this section do not take into account any provisions of the Merger Agreement or any terms conditioned upon the proposed merger. For further information on the Merger Agreement, please see the definitive proxy statement filed with the SEC and mailed to shareholders on December 16, 2021. Payments Made Upon Termination An NEO may be entitled to receive the following amounts earned during his/her term of employment regardless of the way an NEO’s employment terminates, except where indicated to the contrary below: • Unpaid base salary through the date of termination; • Any unpaid award under the AICP with respect to a completed performance period and all vested equity awards granted under the Rogers’ equity compensation plans (except in the event of termination for cause); • All accrued and vested benefits under the Pension Restoration Plan and under the NQDC, as described in the “Pension Benefits at End of Fiscal Year 2021” and the “Non-Qualified Deferred Compensation at End of Fiscal Year 2021 Table” subsections above; and • All other benefits under the Company’s compensation and benefit programs that are available to all salaried employees and do not discriminate in scope, terms, or operation in favor of the NEOs. Payments Made Upon Retirement In the event of the retirement of an NEO, in addition to the items listed under the heading "Payments Made Upon Termination," for all award agreements prior to 2021, the retiring NEO will receive the following benefits: • Payment of a pro-rata portion of the NEO’s AICP award for the performance year in which the termination occurs, based on actual performance; and • Vesting of a pro-rata portion of time- and performance-based grants, provided that the NEO is at least 60 years old and has at least five years of service at Rogers. Payments Made Upon Death or Disability In the event of the death or disability (as defined in the applicable compensation program), in addition to the benefits listed under the “Payments Made Upon Termination” heading above, the NEO will receive the following: • Benefits under our disability plan or payments under our life insurance plan, as appropriate; • Vesting of a pro-rata portion of any performance-based restricted stock units based on employment and the Company’s actual performance during the performance period. Shares with respect to vested units will be paid at the end of the performance period; 84 • Vesting of a pro-rata portion of any time-based restricted stock units based on employment during the vesting period; and • Payment of a pro-rata portion of the NEO’s AICP award for the performance year in which the termination occurs based on actual performance. Additional Payments Made Upon Involuntary Termination of Employment Without Cause Prior to a Change in Control or in Connection with a Change in Control The Rogers Corporation Severance Plan (Severance Plan) provides a market-based severance program to recruit and retain executives on competitive terms. In order to participate in the Severance Plan, an executive must execute a participation agreement (Participation Agreement) providing that severance payments and benefits provided under the Severance Plan are in lieu of any other severance payments or benefits to which they would have been entitled from the Company. Each of Messrs. Hoechner, Mayampurath, Gouveia, Rowntree, and Williams (collectively, the "covered NEOs") participate in the Severance Plan. The Severance Plan will provide benefits to a covered NEO if that NEO (i) is involuntarily terminated by the Company for any reason other than for cause or (ii) terminates his employment with the Company for good reason (each referred to as a “Qualifying Termination”). Benefits under the Severance Plan include: • for Mr. Hoechner, a lump sum cash payment equal to the following: (A) the amount determined by multiplying the sum of his base salary and target annual bonus by two if the Qualifying Termination does not occur within two years after a change in control, and (B) the amount determined by multiplying the sum of his base salary and target annual bonus by 2.5 if the Qualifying Termination occurs within two years after a change in control; • for covered NEOs other than Mr. Hoechner, a lump sum cash payment equal to the following: (A) the covered NEO’s base salary if the Qualifying Termination does not occur within one year after a change in control (as defined in the Severance Plan) or if the Qualifying Termination occurs after the third anniversary of the covered NEO’s participation in the Severance Plan, (B) the sum of the covered NEO’s base salary and target annual bonus if the Qualifying Termination does not occur within one year after a change in control but occurs before the third anniversary of the covered NEO’s participation in the Severance Plan, or (C) the amount determined by multiplying the sum of the covered NEO’s base salary and target annual bonus by 1.5 if the Qualifying Termination occurs within one year after a change in control; • subsidized premium payments for continuation of medical and dental insurance coverage following the Qualifying Termination for (A) 12-months, or (B) for Mr. Hoechner or if the Qualifying Termination occurs within one year after a change in control, 18 months; and • reasonable outplacement services (with a value not to exceed $50,000) during (A) the 12-month period (24-month period for Mr. Hoechner) immediately following the Qualifying Termination, or (B) if the Qualifying Termination occurs within one year after a change in control, the 24-month period (30-month period for Mr. Hoechner, but not beyond the end of the second calendar year after the Qualifying Termination) immediately following the Qualifying Termination. The Severance Plan also provides that the value of, and rights attendant to, each equity-based award held by a covered NEO will be preserved or the award will be cashed out in a manner consistent with the plan and award agreement under which the award is issued. Benefits under the Severance Plan are also conditioned upon the NEO’s execution of a general release and separation agreement and compliance with covenants regarding non-competition, non-solicitation, non-disparagement, and confidentiality. Tax Reimbursements - Gross-Up Agreement In connection with the merger with DuPont, the Compensation & Organization Committee of the Board authorized the Company to enter into participation agreements with certain employees, including certain of the Company's executive officers, and approved the form of such participation agreements (each, a “Gross-Up Agreement”). Each Gross-Up Agreement provides that if the employee becomes entitled to payments and benefits in connection with the merger, including accelerated vesting of Company equity awards, that are “excess parachute payments” under Sections 280G and 4999 of the Code, the employee will be entitled to receive an additional payment from the Company in an amount such that, after payment by the employee of all applicable taxes on the parachute payments and this additional payment (including any excise tax imposed under Section 4999 of the Code), the employee will be in the same after-tax position as if no excise tax were imposed on the parachute payments. Refer to the section entitled “ The Merger-Golden Parachute Compensation ” beginning on page 48 of the definitive proxy statement filed with the SEC on December 16, 2021, for an estimate of the amounts that would become payable to each of the Company's named executive officers pursuant to each Gross-Up Agreement. 85 Confidentiality and Non-Compete Agreements The Company has entered into confidentiality and non-compete agreements with most of its salaried employees, including its NEOs. These agreements generally prohibit the NEOs from accepting employment with a competitor of the Company for two years following termination of employment. If an NEO terminates employment prior to a change in control and cannot obtain employment at a rate of compensation at least equal to the rate in effect upon terminating employment with Rogers during this period, the NEOs may become entitled to additional payment from the Company. This payment will equal the difference between the executive’s current compensation and his or her last regular rate of compensation with the Company, reduced by any retirement or severance income. In lieu of making payments on account of an employment termination prior to a change in control, the Company can waive its rights to enforce the non-compete agreement. Post Termination Table The following table was prepared as though each NEO terminated employment on December 31, 2021 using the closing share price of our capital stock of $273.00 as of December 31, 2021 (the last trading day of the fiscal year). The amounts under the column labeled “Termination by Rogers without Cause or by NEO for Good Reason on or after a Change in Control” assume that a CIC occurred on December 31, 2021. Because the proposed merger with DuPont could not have reasonably closed in fiscal year 2021, the following amounts do not take into account any provisions of the Merger Agreement or any terms conditioned upon the proposed merger. Summary of Separation Benefits Termination by Rogers without Cause or by NEO for Good Reason absent a CIC Termination by Rogers without Cause or by NEO for Good Reason on or after a CIC Termination Due to Death or Disability Termination Due to Retirement (9) Bruce D. Hoechner Cash Severance (1),(4),(7) $ 3,016,000 $ 3,770,000 $ 1,013,000 $ 754,000 Accelerated Vesting of Unvested Equity (5),(8) $ — $ 11,527,698 $ 9,284,632 $ 9,284,632 Benefits Continuation (2),(6) $ 30,540 $ 30,540 $ — $ — Outplacement Services (3) $ 50,000 $ 50,000 $ — $ — Total Pre-Tax Payment $ 3,096,540 $ 15,378,238 $ 10,297,632 $ 10,038,632 Ramakumar Mayampurath Cash Severance (1),(4),(7) $ 555,520 $ 1,111,040 $ 320,000 $ — Accelerated Vesting of Unvested Equity (5),(8) $ — $ 1,098,825 $ 568,341 $ — Benefits Continuation (2),(6) $ 22,494 $ 33,742 $ — $ — Outplacement Services (3) $ 50,000 $ 50,000 $ — $ — Total Pre-Tax Payment $ 628,014 $ 2,293,607 $ 888,341 $ — Randall C. Gouveia $ — Cash Severance (1),(4),(7) $ 640,150 $ 1,280,300 $ 227,000 $ — Accelerated Vesting of Unvested Equity (5),(8) $ — $ 2,528,799 $ 1,764,697 $ — Benefits Continuation (2),(6) $ 27,596 $ 41,394 $ — $ — Outplacement Services (3) $ 50,000 $ 50,000 $ — $ — Total Pre-Tax Payment $ 717,746 $ 3,900,493 $ 1,991,697 $ — Jonathan J. Rowntree Cash Severance (1),(4),(7) $ 630,850 $ 1,261,700 $ 300,000 $ — Accelerated Vesting of Unvested Equity (5),(8) $ — $ 2,368,821 $ 1,627,253 $ — Benefits Continuation (2),(6) $ 27,596 $ 41,394 $ — $ — Outplacement Services (3) $ 50,000 $ 50,000 $ — $ — Total Pre-Tax Payment $ 708,446 $ 3,721,915 $ 1,927,253 $ — Peter B. Williams Cash Severance (1),(4),(7) $ 626,200 $ 1,252,400 $ 272,000 $ — Accelerated Vesting of Unvested Equity (5),(8) $ — $ 2,438,709 $ 1,689,630 $ — Benefits Continuation (2),(6) $ 27,596 $ 41,394 $ — $ — Outplacement Services (3) $ 50,000 $ 50,000 $ — $ — Total Pre-Tax Payment $ 703,796 $ 3,782,503 $ 1,961,630 $ — (1) "Cash Severance" under the "Termination by Rogers without Cause or by NEO for Good Reason absent a CIC" column represents cash severance pay equal to 1X the sum of the executive’s base salary plus target bonus (2X for Mr. Hoechner). (2) "Benefits Continuation" under the "Termination by Rogers without Cause or by NEO for Good Reason absent a CIC" column reflects Rogers’ cost to provide 12 months of continued medical, dental, and vision insurance (18 months for Mr. Hoechner). 86 (3) "Outplacement Services" under the "Termination by Rogers without Cause or by NEO for Good Reason absent a CIC" and under the "Termination by Rogers without Cause or by NEO for Good Reason on or after CIC" columns represents the maximum value of outplacement services Rogers would provide. (4) "Cash Severance" under the "Termination by Rogers without Cause or by NEO for Good Reason on or after CIC" column represents cash severance pay equal to 2X the sum of the executive’s base salary plus target bonus (2.5X for Mr. Hoechner). (5) "Accelerated Vesting of Unvested Equity Awards" under the "Termination by Rogers without Cause or by NEO for Good Reason on or after CIC" columns reflects time-based restricted stock units granted under the Rogers Corporation 2009 and 2019 Long-Term Equity Compensation Plans become fully vested upon a qualifying termination event occurring within two years of a Change in Control (within one year under the 2019 Long-Term Equity Compensation Plan) and performance-based restricted stock units granted under the 2019 Long-Term Equity Compensation Plan vest at target upon a Change in Control. This amount does not reflect the value of all outstanding equity awards as set forth in the “Outstanding Equity Awards at End of Fiscal Year 2021” subsection above. Note that 2019 performance-based restricted stock units are excluded as they were already earned as of December 31, 2021, which was the end of the performance period. (6) "Benefits Continuation" under the "Termination by Rogers without Cause or by NEO for Good Reason on or after CIC" columns reflects Rogers’ cost to provide 18 months of continued medical, dental, and vision insurance. (7) "Cash Severance" under the "Termination due to Death or Disability" column reflects actual AICP award for 2021. (8) "Accelerated Vesting of Unvested Equity Awards" under the "Termination due to Death or Disability" column represents (i) vesting of the pro-rata portion of the performance-based restricted stock units (based on achievement and number of days employed during the performance period as of December 31, 2021) and (ii) vesting of the pro-rata portion of the time-based restricted stock units based on employment during the vesting period. (9) Only Mr. Hoechner is eligible for retirement benefits as of December 31, 2021. Directors’ Compensation Directors who are employees of Rogers receive no additional compensation for their services as directors. Accordingly, Mr. Hoechner received no compensation for his service on the Board of Directors during 2021. The Compensation & Organization Committee periodically reviews the Company’s non-management director compensation program, with the assistance of its compensation consultant and makes recommendations to the Board regarding the same. The table below shows the total compensation earned by our non-management directors during 2021. Each component of director compensation is summarized following the table. Non-Management Directors Retainer Earned (1) Fair Value of Deferred Stock Unit Awards (2) Total Keith L. Barnes $ 84,000 $ 150,880 $ 234,880 Carol R. Jensen $ 78,000 $ 150,880 $ 228,880 Ganesh Moorthy $ 84,000 $ 150,880 $ 234,880 Jeffrey J. Owens $ 79,000 $ 150,880 $ 229,880 Helene Simonet $ 90,000 $ 150,880 $ 240,880 Peter C. Wallace $ 94,000 $ 160,310 $ 254,310 Megan Faust (3) $ 104,500 $ 150,880 $ 255,380 Keith Larson (3) $ 107,000 $ 150,880 $ 257,880 (1) Represents annual retainer for board and committee service, which is paid in cash. Directors may elect to defer their retainers pursuant to a non-qualified deferred compensation plan. Fees for the December meeting were paid in January 2021. (2) The fair value of deferred stock unit awards is the same as the compensation cost reported in our financial statements. All deferred stock units awarded to directors are fully vested as of the award date. On May 5, 2021, each non-management director then serving on the Board received a deferred stock unit award of units r epresenting 800 shares of our capital stock, except Mr. Wallace, who received a deferred stock unit award of units representing 850 shares of our capital stock. The number of shares of capital stock underlying the deferred stock unit award was calculated based on the average closing price of our capital stock over the preceding 30 business days, which was $192.30, and the total units awarded was rounded up to the nearest increment of 50 units. (3) Ms. Faust and Mr. Larson were appointed to the Board in December 2020, and the amounts shown under “Retainer Earned” column for each of them also includes their pro-rata portion of 2020 cash compensation, which was paid in January 2021. Annual Retainer Non-management directors elected at the 2021 Annual Meeting earned an annual retainer of $65,000, together with additional retainers as follows: 87 Position Board/Committee Chair Retainer Committee Member Retainer Board Chair (1) $ 60,000 $ — Audit Committee $ 20,000 $ 9,000 Compensation & Organization Committee $ 15,000 $ 5,000 Nominating, Governance & Sustainability $ 10,000 $ 4,000 (1) The Board Chair retainer increased from $20,000 to $60,000 effective October 1, 2021. The retainers are paid quarterly in advance and are prorated for non-management directors who serve for only a portion of the year. Deferred Stock Unit Awards Deferred stock unit awards were granted to non-management directors as set forth in the director compensation table above. These awards were fully vested on the grant date. The stock subject to these awards is scheduled to be issued on the 13-month anniversary of the grant date unless the director elects to defer the receipt of these shares. Perquisites and Reimbursable Expenses Rogers does not provide its non-management directors with any perquisites. Rogers reimburses its directors for expenses associated with attending any board or committee meetings and attending certain other meetings in their capacity as board or committee members. The Board of Directors established a Directors’ Education and Training Allowance Policy to provide reimbursement of up to $10,000 during any two-year period to each non-management director for the reasonable costs to attend education and training programs, as well as membership fees in relevant professional organizations, in all such cases reflective of the director’s duties to the Board, the director’s background and experience, and developments relevant to corporate governance and to the Company’s operations. Director Stock Ownership Guidelines The Company’s Corporate Governance Guidelines provide that a non-management director’s ownership of Company stock should be equal to at least five times the director’s base annual retainer by the fifth anniversary of the first annual meeting of shareholders after such person becomes a non-management director. Management directors are subject to the stock ownership guidelines applicable to executive officers, which are discussed in the “Stock Ownership Guidelines” heading in the “Compensation Decisions, Philosophy, and Governance” subsection the “Compensation Discussion and Analysis” section above. CEO Pay Ratio In August 2015, pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the principal executive officer (the “Pay Ratio”). Our principal executive officer is our President and CEO, Mr. Hoechner. The Pay Ratio, as set forth below, is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In 2020, we identified our median employee as a manufacturing employee located in Bear, Delaware, U.S. This is the beginning of a new three-year cycle. Barring any meaningful change to our employee population, change in employee compensation that the Company believes would result in a significant modification to the pay ratio disclosure or departure of the median employee, we will use this median employee for the calculation of our 2020, 2021, and 2022 pay ratio. We combined all of the elements of the identified employee’s compensation for 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $42,078 for the median employee. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the "Fiscal Year 2021 Summary Compensation Table" subsection in the “Executive Compensation Tables” section above. Median Employee annual total compensation $ 42,078 CEO annual total compensation $ 5,941,687 Ratio of CEO to Median Employee compensation 141.2 to 1 88 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table and footnotes below describe those equity compensation plans approved and not approved by security holders of Rogers Corporation as of December 31, 2021: (a) (b) Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Number of securities remaining available for future issuance under each equity compensation plan excluding securities referenced in column (a) Equity Compensation Plans Approved by Security Holders Rogers Corporation 2009 Long-Term Equity Compensation Plan 68,383 (1) — (2) Rogers Corporation 2019 Long-Term Equity Compensation Plan 261,498 (3) 869,516 Rogers Corporation Global Stock Ownership Plan For Employees 5,552 — (4) Total 335,433 869,516 (1) Consists of 67,183 shares for restricted stock units and 1,200 shares for deferred stock units. (2) This plan expired in early February 2019. (3) Consists of 253,198 shares for restricted stock units and 8,300 shares for deferred stock units. (4) This is an employee stock purchase plan within the meaning of Section 432(b) of the Internal Revenue Code of 1986, as amended, that was discontinued as of December 31, 2021, pursuant to the Merger Agreement. Stock Ownership Stock Ownership of Management and Directors This table provides information about the beneficial ownership of our capital stock as of February 17, 2022, by each of the current members of the Board of Directors, the NEOs listed in the “Fiscal Year 2021 Summary Compensation Table” subsection of the “Executive Compensation Tables” section to “Item 11. Executive Compensation,” and by all current 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. Name of Person or Group Shares Beneficially Owned (1) Percent of Class (2) Keith L. Barnes 820 * Megan Faust 500 * Randall C. Gouveia 3,869 * Bruce D. Hoechner (3) 117,744 * Carol R. Jensen (4) 12,138 * Keith Larson 500 * Ramakumar Mayampurath 1,025 * Ganesh Moorthy (4) 9,900 * Jeffrey J. Owens 4,450 * Jonathan J. Rowntree 1,922 * Helene Simonet 9,100 * Peter C. Wallace 8,597 * Peter B. Williams 2,986 * All Current Directors and Executive Officers as a Group (16 People) (1) 192,544 1.02 % Michael M. Ludwig (5) 7,123 * None of our executive officers or directors owned more than 1.0% of our outstanding capital stock as of February 17, 2022. (1) Represents the total number of currently owned shares and shares acquirable within 60 days of February 17, 2022. (2) Represents the percent ownership of total outstanding shares of capital stock, based on 18,803,211 shares of capital stock outstanding as of February 17, 2022, and on an individual or group basis those shares acquirable by the respective directors and executive officers within 60 days of February 17, 2022. (3) Mr. Hoechner owns 96,673 shares as to which investment and voting power is shared with his spouse. Mr. Hoechner’s total ownership includes 21,071 shares held by a Grantor Retained Annuity Trust for which he serves as trustee. (4) Ms. Jensen and Mr. Moorthy hold all their shares in trusts in which investment and voting power is shared with their respective spouses. (5) Mr. Ludwig retired from the Company in May 2021. This is the last information the Company has on Mr. Ludwig’s holdings. 89 Beneficial Ownership of More than Five Percent of Rogers Corporation’s Capital Stock Except as otherwise noted below, this table provides information regarding beneficial ownership of each person known to Rogers Corporation to own more than 5% of its outstanding capital stock as of February 17, 2022, based upon filings by each such person with the SEC on Schedule 13G (including amendments) under the Exchange Act. Unless otherwise noted, the beneficial owners have sole voting and dispositive power with respect to the shares listed below. Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class (1) BlackRock, Inc. (2) 55 East 52nd Street New York, NY 10055 3,273,574 17.4 % The Vanguard Group (3) 100 Vanguard Blvd. Malvern, PA 19355 2,042,551 10.9 % (1) Based on 18,803,211 shares outstanding as of February 17, 2022. (2) BlackRock, Inc., a parent holding company, reported it has beneficial ownership of the 3,273,574 shares listed above. (3) The Vanguard Group, a registered investment adviser, reported it has sole voting power with respect to none of the shares listed above, shared voting power with respect to 32,946 of the shares listed above, sole dispositive power with respect to 1,993,096 of the shares listed above, and shared dispositive power with respect to 49,455 of the shares listed above. Change in Control On November 1, 2021, we entered into a definitive merger agreement to be acquired by DuPont de Nemours, Inc. (DuPont) in an all-cash transaction at a price of $277.00 per share of the Company’s capital stock. The merger agreement provides for the acquisition of Rogers Corporation by DuPont through the merger of Cardinalis Merger Sub, Inc., a wholly owned subsidiary of DuPont, with and into Rogers Corporation, with Rogers Corporation surviving the merger as a wholly owned subsidiary of DuPont. Company shareholders approved the merger agreement at a special shareholder meeting held on January 25, 2022. The merger is subject to receipt of regulatory approvals and satisfactions of other customary conditions. The merger is expected to close in the second quarter of 2022. For further information on the merger, including potential payments to our directors and executive officers in relation to the merger, please see the definitive proxy statement filed with the SEC and mailed to shareholders on December 16, 2021. Item 13. Certain Relationships and Related Transactions, and Director Independence Related Party Transactions Since January 1, 2021, neither Rogers nor any of its subsidiaries has been a participant in any transaction in which any of its executive officers, directors, more than 5% shareholders, or any immediate family member of the foregoing (with any one of these being a “Related Party”) has a material interest. Policies and Procedures for Approval of Related Party Transactions Rogers’ Code of Business Ethics, which sets forth standards applicable to all directors, officers and employees of Rogers (the Code), prohibits the giving or accepting of personal benefits that could result in a conflict of interest. Any waiver of the Code for a director or an officer may only be granted by the Nominating, Governance & Sustainability Committee of the Board of Directors (as used in this section, the “Committee”). Any waiver of the Code that is granted to a director or an officer or amendment of the code will be posted on Rogers’ website, located at http://www.rogerscorp.com, or otherwise publicly disclosed, as required by applicable law or NYSE rules and regulations. Waivers for other employees must be approved by certain members of senior management. In addition, to supplement the Code, the Board of Directors has adopted a Related Party Transactions Policy. The purpose of the policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any transaction or series of transactions in which: (i) the amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) Rogers was, is or will be a participant (even if not necessarily a party); and (iii) a Related Party has or will have a direct or indirect interest (other than solely being a director or less than 10 percent beneficial owner of another entity) (with such transactions being “Interested Transactions”). The Committee reviews the material facts relating to all Interested Transactions and either approves or disapproves of the Company’s entry into the Interested Transaction, subject to certain exceptions. If advance Committee approval of an Interested Transaction is not feasible, then at the Committee’s next meeting, the Interested Transaction will be considered and, if the Committee determines it to be appropriate, ratified (or if not ratified, the Committee will determine if the transaction should be terminated). In determining whether to approve or ratify an Interested Transaction, the Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable to the Company than 90 terms generally available from an unaffiliated third-party under the same or similar circumstances, whether the Interested Transaction is material to the Company, the role the Related Party has played in arranging the Interested Transaction, and the extent of the Related Party’s interest in the Interested Transaction. Director Independence The Board of Directors, in compliance with the New York Stock Exchange (NYSE) listing standards, determines annually whether each of its directors is independent based on the absence of any direct or indirect material relationship between the Company and the director. To evaluate the materiality of any such relationship, the Board has adopted categorical independence standards consistent with the NYSE listing standards. In addition, the Board has adopted the following categorical standards, contained in the Rogers Corporation Corporate Governance Guidelines, which identify certain relationships deemed by the Board to be immaterial provided that they satisfy the criteria below: • If a Rogers director receives direct or indirect annual compensation or other benefits (other than board and committee fees) from Rogers, the amount of such compensation must not exceed $30,000. This immateriality standard is not applicable to Audit Committee members, who may not accept any consulting, advisory or other compensatory fee from Rogers; • If a Rogers director is an executive officer of another company that does business with Rogers, that company’s annual sales to, or purchases from, Rogers must be less than 1% of the revenues of that company; • If a Rogers director is an executive officer of another company which is indebted to Rogers, or to which Rogers is indebted, the total amount of either company’s indebtedness to the other must be less than 1% of the total consolidated assets of the company for which he or she serves as an executive officer; and • If a Rogers director serves as an officer, director or trustee of a charitable organization, Rogers’ discretionary charitable contributions to the organization must be less than 1% of that organization’s total annual charitable receipts. (Rogers’ matching of employee charitable contributions will not be included in the calculation of the amount of Rogers’ contributions for this purpose.) The Board of Directors has determined that all of the current directors, other than Mr. Hoechner, due to his position as President and Chief Executive Officer, satisfy these standards and do not have any direct or indirect material relationship with Rogers. Item 14. Principal Accountant Fees and Services Fees of Independent Auditor The following table sets forth the aggregate fees billed to Rogers by PricewaterhouseCoopers LLP (PwC) for the 2021 and 2020 fiscal years: 2021 2020 Audit Fees (1) $ 3,078,500 $ 2,791,750 Audit-Related Fees (2) 18,550 15,255 Tax Fees (3) 63,803 55,073 All Other Fees (4) 7,900 6,900 Total $ 3,168,753 $ 2,868,978 (1) Audit fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the independent auditor in connection with statutory and regulatory filings, audit procedures related to acquisitions and system implementations or other services to comply with generally accepted auditing standards (GAAS). Amounts also include fees for the required audit of the Company’s internal control over financial reporting. (2) Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements that are not reported under “Audit Fees.” This category includes fees related primarily to regulatory filings. (3) Tax fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). (4) All other fees consist of fees for products and services other than the services reported above, including subscriptions services to PwC’s online resources for accounting and auditing technical research and disclosure requirements. The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditor. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee has delegated pre-approval authority to its chair when expedition of services is necessary. The independent auditor and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services 91 performed to date. All of the audit, audit-related and tax services provided by PwC in fiscal year 2021 and related fees were approved in accordance with the Audit Committee’s policy. Part IV Item 15. Exhibits, Financial Statement Schedules (1) Financial Statements and Schedules . The following consolidated financial statements of the Company are included in Item 8 of this Form 10-K: Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations Consolidated Statements of Comprehensive Income Consolidated Statements of Financial Position Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements (2) Financial Statement Schedules . Schedule II - Valuation and Qualifying Accounts Other than as set forth above, schedules are omitted because they are not applicable, or are not required, or because the information is included in the consolidated financial statements and notes thereto. (3) Exhibits . The following list of exhibits includes exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings. 3.1 Restated Articles of Organization of Rogers Corporation, as amended, incorporated by reference to Exhibit 3a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. 3.2 Amended and Restated Bylaws of Rogers Corporation, effective February 11, 2016, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 26, 2016. 4.1 Description of Capital Stock, incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the 2019 Form 10-K). 10.1 The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, incorporated by reference to Exhibit 10i to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2007.** 10.1.1 First Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009.** 10.1.2 Second Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the 2010 Form 10-K).** 10.2 The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2007.** 10.2.1 First Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2008.** 10.2.2 Second Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009.** 10.2.3 Third Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 17, 2010.** 92 10.2.4 Fourth Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10.6 to the 2010 Form 10-K .** 10.3 Rogers Corporation Amended and Restated Pension Restoration Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 17, 2008.** 10.3.1 First Amendment to Rogers Corporation Amended and Restated Pension Restoration Plan, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009.** 10.3.2 Second Amendment to Rogers Corporation Amended and Restated Pension Restoration Plan, incorporated by reference to Exhibit 10.10 to the 2010 Form 10-K.** 10.4 Form of Indemnification Agreement between the Rogers Corporation and each of its executive officers, incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K on December 14, 2004.** 10.5 Form of Indemnification Agreement between the Rogers Corporation and each of its directors, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K on December 14, 2004.** 10.6 Rogers Corporation 2009 Long-Term Equity Compensation Plan, as amended, incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed on March 24, 2014.** 10.7 Form of Performance-Based Restricted Stock Award Agreement under the 2009 Plan, incorporated by reference to Exhibit 10.14 to the Registrant’s 2015 Form 10-K.** 10.8 Form of Time-Based Restricted Stock Unit Award Agreement under the 2009 Plan, incorporated by reference to Exhibit 10.16 to the Registrant’s 2015 Form 10-K.** 10.9 Rogers Corporation 2019 Long-Term Equity Compensation Plan, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on May 14, 2019.** 10.10 Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.10 to the 2019 Form 10-K.** 10.11 Form of Time-Based Restricted Stock Un it Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.11 to the 2019 Form 10-K.** 10.12 Letter Agreement between the Registrant and Bruce D. Hoechner, dated September 15, 2011 and accepted on September 20, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 26, 2011.** 10.13 R ogers Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 26, 2014.** 10.14 Rogers Corporation Severance Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 13, 2019.** 10.15 Form of Participation Agreement for the Company’s U.S.-based named executive officers under the Rogers Corporation Severance Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 13, 2019.** 10.16 Fourth Amended and Restated Credit Agreement dated as of October 16, 2020, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 16, 2020. 10.17 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.20 to the 2019 Form 10-K. 10.18 Letter Agreement between the Company and Peter Williams, dated June 11, 2019 and accepted on June 12, 2019, incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K for the fiscal year ended December 31, 2019. 10.19 Annual Incentive Compensation Plan, incorporated by reference to Exhibit A to the Registrant’s Proxy Statement filed on March 24, 2014. 10.20 Form of Time-Based Restricted Stock Unit Award Agreement for Bruce D. Hoechner, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 17, 2021. 10.21 Form of Performance-Based Restricted Stock Unit Award Agreement for Bruce D. Hoechner, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 17, 2021. 10.22 Letter Agreement between the Company and Ramakumar Mayampurath, dated May 1, 2021, incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed November 8, 2021. 93 10.23 Agreement and Plan of Merger, dated as of November 1, 2021, among Rogers Corporation, DuPont de Nemours, Inc., and Cardinalis Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 2, 2021. 10.24 Form of Gross-Up Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 2, 2021. 10.25 Letter Agreement between the Company and Colin Gouveia, dated April 2 , 2019 and accepted on April 6 , 2019 , filed herewith. 10.26 Form of 2019 Long-Term Equity Compensation Plan Time-Based Restricted Stock Unit Award Agreement, filed herewith. 21 Subsidiaries of the Registrant, filed herewith. 23.1 Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm, filed herewith. 31.1 Certification of President and Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 31.2 Certification of Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith. 32 Certification of President and Chief Executive Officer (Principal Executive Officer) and Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) Pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. 101 The following materials from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended December 31, 2021, 2020 and 2019; (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended December 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Financial Position for the fiscal years ended December 31, 2021 and 2020; (iv) Consolidated Statements of Shareholders’ Equity for the fiscal years ended December 31, 2021, 2020 and 2019; (v) Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2021, 2020 and 2019; (vi) Notes to Consolidated Financial Statements and (vii) Cover Page. 104 The cover page from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, formatted in iXBRL and contained in Exhibit 101. ** Management contract or compensatory plan or arrangement. Item 16. Form 10-K Summary Not Applicable. 94 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROGERS CORPORATION (Registrant) /s/ Bruce D. Hoechner Bruce D. Hoechner President and Chief Executive Officer Principal Executive Officer February 22, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 22, 2022, by the following persons on behalf of the Registrant and in the capacities indicated. /s/ Bruce D. Hoechner /s/ Keith L. Barnes Bruce D. Hoechner President and Chief Executive Officer Director Principal Executive Officer Keith L. Barnes Director /s/ Ramakumar Mayampurath /s/ Carol R. Jensen Ramakumar Mayampurath Senior Vice President and Chief Financial Officer Principal Financial Officer Carol R. Jensen Director /s/ Mark D. Weaver /s/ Jeffrey J. Owens Mark D. Weaver Chief Accounting Officer and Corporate Controller Principal Accounting Officer Jeffrey J. Owens Director /s/ Megan Faust /s/ Ganesh Moorthy Megan Faust Director Ganesh Moorthy Director /s/ Helene Simonet /s/ Peter C. Wallace Helene Simonet Director Peter C. Wallace Director /s/ Keith R. Larson Keith R. Larson Director 95