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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of report (Date of earliest event reported): December 7,
2022
ROGERS CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts |
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1-4347 |
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06-0513860 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2225 W. Chandler Blvd., Chandler, Arizona 85224
(Address of principal executive offices) (Zip Code)
(480) 917-6000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see
General Instruction A.2. below):
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☐ |
Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock,
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par value $1.00 per share
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ROG
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Colin Gouveia as President and Chief Executive
Officer and to the Board of Directors
On December 7, 2022, the Board of Directors (the “Board”) of Rogers
Corporation, a Massachusetts corporation (the “Company”), appointed
Colin Gouveia, Senior Vice President and General Manager of the
Company’s Elastomeric Material Solutions (EMS) business unit, as
President and Chief Executive Officer of the Company effective as
of January 1, 2023. Mr. Gouveia was also appointed as a director of
the Company, effective as of January 1, 2023, and the size of the
Board will be increased to ten directors effective as of that date.
As previously disclosed, Bruce Hoechner, President and Chief
Executive Officer of the Company since 2011, has decided to retire
effective December 31, 2022 and will remain as a member of the
Board and act in an advisory capacity at the Company until March
31, 2023.
Mr. Gouveia, 59, has served as Senior Vice President and General
Manager of EMS since 2019. Mr. Gouveia brings more than three
decades of cross-functional experience in the specialty chemical
and materials manufacturing industries. Prior to joining the
Company in June 2019, Mr. Gouveia served as Vice President and
General Manager of Eastman Chemical’s global Chemical Intermediates
business unit from December 2014. Mr. Gouveia has also held global
leadership positions with Dow Chemical Company, The Rohm and Haas
Company and Imperial Chemical Industries (ICI). Mr. Gouveia
received an M.B.A. from Villanova University, a B.S. in Biology
from Norwich University and he served as an officer in the U.S.
Army for five years. Mr. Gouveia previously served on the boards of
directors of NL Industries, Inc. and Kronos Worldwide, Inc. from
May 2022 to December 2022.
There is no arrangement or understanding between Mr. Gouveia and
any other person pursuant to which he was selected as President and
Chief Executive Officer or appointed to the Board. In addition,
there are no familial relationships between Mr. Gouveia and any
director or executive officer of the Company, and Mr. Gouveia has
no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Compensation Arrangements for Colin Gouveia
On December 8, 2022, the Compensation & Organization Committee
of the Board (the “Compensation Committee”) approved the following
compensation arrangements for Mr. Gouveia.
Base Salary and Cash Incentive Compensation
Mr. Gouveia will be entitled to an initial annual base salary of
$770,000. He is eligible to participate in the Company’s Annual
Incentive Compensation Plan (“AICP”) for the 2023 fiscal year at a
target bonus of 100% of his annual base salary, which, depending on
actual performance against predetermined company performance
metrics, could range up to 200% of target.
Long-Term Incentive Compensation
Beginning for the 2023 fiscal year, Mr. Gouveia will be eligible to
receive an annual long-term incentive grant equal to $3,300,000,
which will be subject to the terms of the Rogers Corporation 2019
Long-Term Equity Incentive Plan (“LTIP”) and the applicable award
agreements. 40% of the value of the annual grant will consist of
time-based restricted stock units and 60% will consist of
performance-based restricted stock units. The time-based restricted
stock units will vest pro-rata over three years on the applicable
anniversaries of the grant date and the performance-based awards
will be subject to a three-year performance period and will vest in
a manner consistent with the vesting provisions of the Company’s
equity grants to other named executive officers.
All incentive compensation to Mr. Gouveia will be subject to the
Company’s Compensation Recovery Policy, as in effect from time to
time.
Severance & Other Benefits
Mr. Gouveia will continue to be entitled to participate in the
Rogers Corporation Severance Plan pursuant to the Company’s
standard form participation agreement, with a Severance Coverage
Period (as defined in such plan) of 24 months. The Company and Mr.
Gouveia plan to enter into an indemnification agreement consistent
with the Company’s form of indemnification agreement.
Compensation Arrangements for Ram Mayampurath
On December 8, 2022, the Compensation Committee also approved the
following compensation arrangements for Ram Mayampurath, the
Company’s Senior Vice President and Chief Financial
Officer.
Effective December 8, 2022, Mr. Mayampurath’s annual base salary
increased to $450,000 and, beginning for the 2023 fiscal year, Mr.
Mayampurath will be eligible to participate in the Company’s AICP
at a target bonus of 70% of his annual base salary. Beginning for
the 2023 fiscal year, Mr. Mayampurath will also be eligible to
receive an annual long-term incentive grant equal to $1,215,000,
which will be subject to the terms of the LTIP and the applicable
award agreements.
Mr. Mayampurath will also be awarded a one-time cash award in the
amount of $500,000, which Mr. Mayampurath must repay to the Company
if he voluntarily resigns or if the Company terminates his
employment for cause (as defined in the LTIP) within the next 12
months. Mr. Mayampurath was also awarded a one-time grant of 9,530
restricted stock units that convert to Company common stock on a
one-for-one basis. 50% of the value of this one-time grant will
vest on the second anniversary of the date of grant and 50% will
vest on the third anniversary, in each case subject to additional
terms specified in the award agreement and continued employment
with the Company until the applicable vesting dates. In the event
of death, disability or retirement, certain prorated vesting
provisions will apply.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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ROGERS CORPORATION
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(Registrant)
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Date: December 14, 2022 |
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By:
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/s/ Jay B. Knoll
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Jay B. Knoll
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Senior Vice President, Corporate Development, General Counsel and
Corporate Secretary |
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Rogers (NYSE:ROG)
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