Rogers Corp

This non-binding management proposal asks shareholders to approve, on an advisory basis, the compensation paid to the named executive officers as disclosed in the Compensation Discussion and Analysis. Management seeks this vote to obtain shareholder feedback on its executive pay program and to inform the Compensation & Organization Committee’s future decisions; the result is advisory only and does not change compensation contracts. The Company’s program emphasizes at-risk pay: a mix of base salary, cash annual incentives (AICP) tied to revenue, gross margin, adjusted EBITDA and individual MBOs, and long-term equity with PSUs tied to relative TSR and time‑based RSUs, which together comprise a substantial portion of target pay. The proxy discloses recent changes including a CEO transition in July 2025, the appointment of an Interim CEO with a sign-on award and RSUs, use of performance metrics for annual and long-term incentive awards, and retention and severance plans for certain executives—factors that shareholders may weigh. Management highlights prior shareholder support (approximately 96% in 2025) and argues the program aligns executives with long‑term shareholder interests while balancing risk and reward through multi-year vesting and performance conditions. The Board recommends FOR, citing belief that the program is effective at rewarding performance, aligning long-term interests, and motivating leadership retention; it will consider the advisory vote outcome when making future pay decisions. Investors should consider the advisory nature of the vote, the disclosed pay structure and performance measures, the recent leadership transition, severance arrangements, and the Compensation Committee’s use of peer data and an independent consultant when evaluating the proposal.

This management proposal requests shareholder approval of a new Employee Stock Purchase Plan (ESPP) adopted by the Board on February 12, 2026, which, if approved, will replace the prior plan for offering periods starting on or after June 16, 2026. The ESPP contains two components: a Section 423 qualified component for U.S. participants intended to provide tax-advantaged purchase opportunities, and a Non‑423 component enabling tailored offerings for non‑U.S. employees to comply with local rules. The Plan authorizes issuance of up to 200,000 new shares plus any shares remaining under the prior plan (23,267 as of Dec 31, 2025) and contemplates offering periods twice per year, an 85% purchase price discount (based on the lesser of offering- or purchase-date fair market value), contribution limits (1%–15% of compensation by default), per‑participant caps (generally 10,000 shares per offering), and administrative discretion for eligibility and local adjustments. Management argues the ESPP will promote employee ownership, retention, and alignment with shareholder interests, while preserving tax-qualified status for U.S. participants and permitting flexibility for non‑U.S. implementation. The Board recommends FOR, noting the Committee will administer the Plan, may adopt sub‑plans to satisfy non‑U.S. requirements, and intends to register shares under Form S‑8 if approved. Key governance considerations for investors include the share pool size relative to outstanding shares, the discount and look‑back feature, eligibility exclusions (e.g., short‑tenured employees, part‑time staff, highly compensated employees), and the Committee’s broad discretion to modify offering mechanics and participant eligibility to comply with local laws. Approving the ESPP sustains the Company’s employee equity program and its use as a retention and engagement tool, but investors should monitor usage, dilution, and the Committee’s application of Non‑423 adjustments over time.