3 unchanged sentences
Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit 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 we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023.
+Added: Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2024.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
29 unchanged sentences
The Rogers Corporation Code of Business Ethics is posted on our website at http://www.rogerscorp.com under “About Us - Corporate Responsibility.” 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.
−Removed: Our website is not incorporated into or a part of this Form 10-K.
+Added: Our website is not incorporated into or a part of this Annual Report on Form 10-K.
Executive Compensation
10 unchanged sentences
Certain Relationships and Related Transactions, and Director Independence
−Removed: We are incorporating by reference the information with respect to Certain Relationships and Related Transactions and Director Independence as set forth under the captions “Related Party Transactions” and “Corporate Governance - Director Independence” in the Proxy Statement.
+Added: We are incorporating by reference the information with respect to Certain Relationships and Related Transactions and Director Independence as set forth under the captions “Related Party Transactions” and “Our Corporate Governance - Director Independence” in the Proxy Statement.
Principal Accountant Fees and Services
2 unchanged sentences
(1) Financial Statements and Schedules .
−Removed: The following consolidated financial statements of the Company are included in Item 8 of this Form 10-K:
+Added: The following consolidated financial statements of the Company are included in Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations
−Removed: Consolidated Statements of Comprehensive Income
+Added: Consolidated Statements of Comprehensive Income (Loss)
Consolidated Statements of Financial Position
6 unchanged sentences
(3) Exhibits .
−Removed: 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.
−Removed: 3.1 Restated Articles of Organization of Rogers Corporation, filed herewith.
+Added: The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.
+Added: 3.1 Restated Articles of Organization of Rogers Corporation, incorporated by reference to Exhibit 3.1 to the Registrants Annual Report on Form 10-K filed on February 27, 2024.
3.2 Amended and Restated Bylaws of Rogers Corporation, effective August 9, 2023, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 15, 2023.
−Removed: 4.1 Description of Capital Stock, filed herewith.
−Removed: 10.1 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.**
+Added: 4.1 Description of Capital Stock, incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K filed on February 27, 2024.
+Added: 10.1 Form of Indemnification Agreement between the Rogers Corporation and each of its executive officers, filed herewith
10.2 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.**
10.3 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.**
−Removed: 10.4 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.**
−Removed: 10.5 Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.11 to the 2019 Form 10-K.**
−Removed: 10.6 Rogers 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.**
−Removed: 10.7 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.**
+Added: 10.4 Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.10 to the Registrant's Annual Report on Form 10-K filed on February 21, 2020.**
+Added: 10.5 Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.11 to the Registrant's Annual Report on Form 10-K Filed on February 21, 2020.**
+Added: 10.6 Rogers Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed June 26, 2014.**
+Added: 10.7 Rogers Corporation Executive Severance Plan, filed herewith.
10.8 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.**
−Removed: 10.9 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.
−Removed: 10.10 Annual Incentive Compensation Plan, incorporated by reference to Exhibit A to the Registrant’s Proxy Statement filed on March 24, 2014.**
−Removed: 10.11 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 on November 8, 2021.**
+Added: 10.9 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.20 to the Registrant's Annual Report on Form 10-K Filed on February 21, 2020.
+Added: 10.10 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, filed herewith.
10.11 Form of 2019 Long-Term Equity Compensation Plan Time-Based Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 20.26 to the Registrant's Annual Report on Form 10-K filed on February 22, 2022
−Removed: 10.13 Settlement Agreement between the Company and Starboard Value LP, dated February 26, 2023, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 27, 2023.
−Removed: 10.14 Fifth Amended and Restated Credit Agreement, filed on March 29, 2023.
+Added: 10.12 Form of Performance-Based Restricted Stock Unit Award Agreement (Net Revenue), incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on February 23, 2024.**
+Added: 10.13 Fifth Amended and Restated Credit Agreement, incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed on March 29, 2023.
+Added: 10.14 Letter Agreement between the Company and Ramakumar Maya mpurath, dated May 1, 202 1, incorporated by reference to Exhibit 10.1 to the Registrant ’ s Quarterly Report on Form 10-Q filed on November 8, 20 21.**
+Added: 10.15 Letter Agreement between the Company and Larry Schmid, dated January 10, 2023, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on April 26, 2024.**
+Added: 10.16 Letter Agreement between the Company and Jessica Morton, dated January 30, 2023, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on April 26, 2024.**
+Added: 10.17 Letter Agreement between the Company and Michael Reed Webb, dated April 6, 2023 , incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10- Q filed on April 26,2024.**
+Added: 10.18 Letter Agreement between the Company and Laura Russell, dated August 12, 2024, inc orporated by reference to Exhibit 10.1 to the Registrant ’ s Current Repo rt on Form 8-K filed on August 12, 2024.**
+Added: 10.19 Letter Agreement between the Company and Laura Russell, dated December 10, 2024, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K Filed on December 10, 2024.
+Added: 10.20 Annual Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8- K filed on December 4, 2024.**
+Added: 10.21 Non-Employee Director Compensation P olicy, filed herewith.
+Added: 19 Insider Trading Policy , fi led here w i th.
21 Subsidiaries of the Registrant, filed herewith.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
−Removed: 97.1 Rogers Corporation Compensation Recovery Policy, filed herewith.
+Added: 97.1 Rogers Corporation Compensation Recovery Policy, incorporated by reference to Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed on February 27, 2024.
101 The following materials from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):
21 unchanged sentences
Principal Executive Officer
−Removed: /s/ Ramakumar Mayampurath /s/ Megan Faust
−Removed: Ramakumar Mayampurath
+Added: /s/ Laura Russell /s/ Megan Faust
+Added: Laura Russell
Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer
−Removed: Weaver /s/ Larry Berger
+Added: Sean Reeder /s/ Larry Berger
Chief Accounting Officer and Corporate Controller
2 unchanged sentences
Costello /s/ Armand F.
+Added: /s/ Woon Keat Moh
+Added: Woon Keat Moh
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.