Sector: Information Technology
ROGERS CORP · Meeting: May 6, 2026
Directors FOR
3
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Berger has served since 2023 (over 24 months), making him subject to the TSR trigger; Rogers' stock lost 31.6% over three years while the technology sector ETF (XLK) gained 91.7%, a gap of 123.3 percentage points that far exceeds the 30-point threshold for a company with negative absolute returns, and the 5-year record (-42.6% vs XLK's multi-year gains) does not provide a mitigating longer-term track record.
Costello joined in 2024 and has now served more than 24 months, making her subject to the TSR trigger; the 123.3-percentage-point underperformance gap versus the technology sector ETF (XLK) far exceeds the 30-point trigger threshold applicable to companies with negative absolute three-year returns, and the five-year price return of -42.6% confirms this is not a transient dip.
Faust has served since 2020, giving her full overlap with the three-year underperformance period; Rogers' stock declined 31.6% while the technology sector ETF (XLK) gained 91.7%, a gap of 123.3 percentage points well above the 30-point threshold, and the five-year return of -42.6% confirms sustained underperformance rather than a recent temporary trough.
Lauzon joined in 2023 and has served over 24 months, making him subject to the TSR trigger; the 123.3-percentage-point underperformance gap versus XLK far exceeds the 30-point threshold for companies with negative absolute three-year returns, and the five-year price return of -42.6% does not provide a mitigating longer-term positive record.
Owens has served since 2017 with full overlap across the entire three-year underperformance period; Rogers' stock lost 31.6% while the technology sector ETF (XLK) rose 91.7%, producing a 123.3-percentage-point gap far in excess of the 30-point trigger, and the five-year return of -42.6% confirms this reflects sustained, long-term underperformance rather than a brief trough.
Roby joined in 2023 and has served over 24 months, making her subject to the TSR trigger; the 123.3-percentage-point underperformance gap versus XLK far exceeds the 30-point threshold for companies with negative absolute three-year stock returns, and the five-year decline of -42.6% offers no mitigating longer-term track record of adequate performance.
For Analysis
Cope is a new nominee introduced by a third-party search firm with no prior board tenure at Rogers, placing him within the 24-month exemption window and exempt from the TSR trigger; he brings relevant manufacturing and industrial leadership experience as a sitting public-company CEO, and no overboarding, attendance, independence, or qualification concerns are identified — though as a sitting CEO holding one outside board seat, he remains within the permitted limit.
Moh joined the board effective January 1, 2025, meaning he has served approximately 15 months as of the March 2026 filing date, well within the 24-month new-director exemption; he is therefore exempt from the TSR trigger, and no overboarding, attendance, independence, or qualification concerns are identified.
Starkloff is a new nominee with no prior Rogers board tenure, placing him squarely within the 24-month new-director exemption and exempt from the TSR trigger; he brings relevant experience as a former public-company CEO in the technology sector, and no overboarding, attendance, independence, or qualification issues are identified.
Seven of nine nominees are subject to the TSR underperformance trigger: Rogers' stock has lost 31.6% over three years while the technology sector ETF (XLK) gained 91.7%, a gap of 123.3 percentage points that far exceeds the 30-point threshold applicable to companies with negative absolute returns, and the five-year record of -42.6% confirms sustained underperformance; the two new nominees (Cope, Starkloff) are exempt under the 24-month rule, and the recently joined Moh (approximately 15 months) is also exempt.
CEO
Ali El-Haj
Total Comp
$2,504,583
Prior Support
96%%
Ali El-Haj served as Interim CEO for only part of 2025 following a mid-year leadership transition, and his total reported compensation of $2,504,583 — which includes a $350,000 sign-on bonus and a $1.5M new-hire stock award — is reasonable for an interim appointment at a $1.9B technology company and does not appear to exceed benchmarks for a CEO at this market cap; the pay structure for the broader executive team is predominantly variable and performance-linked, with at-risk pay making up approximately 88% of the former CEO's target and roughly 69% for other named executives, and the 2025 AICP paid out at well below target because the company missed most of its financial goals, showing the incentive system is actually working as intended. Prior shareholder support was a strong 96% in 2025, there are no concerns about the clawback policy (which is robust and was updated in 2025), and the variable pay outcomes were disciplined — no triggers for a negative vote are present under the policy.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,635,511
Non-Audit Fees
$47,689
Non-audit fees (audit-related fees of $24,000 plus tax fees of $21,689 plus other fees of $2,000 = $47,689) represent only about 1.3% of audit fees of $3,635,511, well below the 50% threshold that would raise independence concerns; PwC's tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements or auditor adequacy concerns are identified for this $1.9B market-cap company.
The 2026 Rogers Corp ballot presents significant governance concerns at the director level, with seven of nine nominees triggering the TSR underperformance policy due to a 123-percentage-point gap between Rogers' three-year stock decline of 31.6% and the technology sector ETF (XLK) return of 91.7%, a pattern confirmed by the five-year return of -42.6%; the Say on Pay and auditor ratification proposals both pass their respective policy screens cleanly, supported by disciplined incentive payouts in a difficult year and a non-audit fee ratio well under the independence threshold.
