UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

	ROGERS CORPORATION

	(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

	☒			No fee required.
	☐			Fee computed on table in Exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
	☐			Fee paid previously with preliminary materials.

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2024 Proxy Statement

Annual Meeting of Shareholders

to be held on May 1, 2024 at Rogers Corporation

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Dear Shareholder:

It is my pleasure to invite you to attend the Company’s 2024 Annual Meeting of Shareholders. The meeting will be held on May 1, 2024, at 8:30 a.m. local time, in person at Rogers’ Global Headquarters located at 2225 W. Chandler Blvd., Chandler, Arizona 85224, and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2024, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

We welcome this opportunity to have a dialogue with our shareholders and look forward to your comments and questions.

Your vote is important. Please vote your proxy promptly so your shares can be represented. Your proxy card includes specific instructions on how to vote.

If you wish to vote during the meeting, please refer to the section of the Proxy Statement entitled “Annual Meeting Information” for specific instructions.

I look forward to the Annual Meeting on May 1^st.

Sincerely,

Peter C. Wallace

Chairman of the Board of Directors

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Rogers Corporation

Notice of 2024 Annual Meeting of Shareholders

	Date:			May 1, 2024
	Time:			8:30 a.m., Local Time
	Location:			In person at Rogers’ Global Headquarters, located at 2225 W. Chandler Blvd., Chandler, Arizona 85224; and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2024
	Record Date:			March 1, 2024. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
	Items of business:			1. To elect eight directors to serve until the next annual meeting; 2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2024; 3. To approve, on a non-binding advisory basis, the compensation paid to our named executive officers; 4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

All shareholders as of the Record Date and properly appointed proxy holders may attend the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) over the Internet at www.virtualshareholdermeeting.com/ROG2024 or in person at Rogers’ Global Headquarters, 2225 W. Chandler Blvd., Chandler, Arizona 85224. Shareholders who plan to attend virtually must have access to the control number we have provided to you to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at https://materials.proxyvote.com/775133. Shareholders of record will be verified against an official list available electronically at the Annual Meeting. Rogers Corporation (the “Company”) reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date (or demonstrate that the person holds a valid proxy from a shareholder as of the Record Date).

THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, please promptly vote electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those shareholders who request to receive paper copies of these materials by mail) or, if your shares are held in a street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. This proxy is solicited by the Board of Directors of Rogers Corporation.

By order of the Board of Directors:

Jessica A. Morton

Vice President, General Counsel & Corporate Secretary

2225 W. Chandler Blvd.

Chandler, AZ 85224

March 22, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 1, 2024: this proxy statement and our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC, are available at https://materials.proxyvote.com/775133.

This proxy statement and form of proxy were first sent to security holders on or about March 22, 2024.

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

	Date:			May 1, 2024
	Time:			8:30 a.m., Local Time
	Location:			In person at Rogers’ Global Headquarters, located at 2225 W. Chandler Blvd., Chandler, Arizona 85224; and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2024
	Record Date:			March 1, 2024
	Voting:			Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Meeting Agenda:

•	Election of eight directors

•	Ratification of PwC as our independent auditor for 2024

•	Advisory vote on named executive officer compensation

•	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof

Voting Matters and Vote Recommendation

Matter	Board vote recommendation	Page Reference
Election of directors	FOR each director nominee	Page 7-10
Ratification of PwC as our independent auditor for 2024	FOR	Page 16-17
Advisory vote on named executive officer compensation	FOR	Page 18

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Our Director Nominees

The following table provides summary information about each director nominee. Each director is elected annually by the affirmative vote of the holders of a plurality of the votes cast. Our Board, however, has adopted a majority vote policy, under which, in an uncontested election, any director nominee for whom the number of votes “withheld” exceeds the number of votes “for” the nominee must submit his or her resignation for consideration by our Nominating, Governance & Sustainability Committee and our Board.

Larry L. Berger

63

2023

Executive Vice President and CTO of Ecolab, Inc.

Donna M. Costello

51

2024

Retired CFO of C&D Technologies, Inc.

CTS Corporation; Neenah, Inc. (2019-2022); Horizon Global Corporation (2021-2023)

Megan Faust

50

2020

Executive Vice President and CFO of Amkor Technology, Inc.

R. Colin Gouveia

60

2023

President and CEO of Rogers Corporation

Armand F. Lauzon, Jr.

67

2023

Retired President, CEO and director of C&D Technologies, Inc.

Zekelman Industries Inc.; Northwest Hardwoods Inc.; GCP Applied Technologies Inc. (2020-2022)

Jeffrey J. Owens

69

2017

Retired Executive Vice President and CTO of Delphi Automotive PLC

indie Semiconductor; Cypress Semiconductor Corporation (2017-2020)

Anne K. Roby

59

2023

Retired Executive Vice President of Linde plc.

AMG Critical Materials N.V.; Nuvance Health Network; CMC Materials, Inc. (2021-2022)

Peter C. Wallace

69

2010

Retired CEO of Gardner Denver Inc.

Curtiss-Wright Corporation; Applied Industrial Technologies, Inc.

Principal Accountant Fees and Services

As a matter of good corporate governance, we ask that our shareholders ratify the selection of PwC as our independent auditor for 2024. Set forth below is summary information with respect to 2023 auditor fees paid to PwC.

				2023
	Audit Fees			$3,285,325
	Audit Related Fees			$32,223
	Tax Fees			$95,250
	All Other Fees			$7,900
	Total Fees			$3,420,698

Executive Compensation

We ask that our shareholders annually approve on an advisory basis our named executive officer (“NEO”) compensation. Our Board of Directors (the “Board”) recommends a FOR vote because it believes that our compensation policies and practices for named executive officers are effective in achieving the Company’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning such executives’ long-term interest with those of our shareholders, and motivating our executives to remain with the Company for long and productive careers. At our most recent regularly held annual meeting, approximately 97% of the votes cast by our shareholders approved our executive compensation.

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Proxy Statement Table of Contents

Proposal 1 - Election of Directors			7
Our Corporate Governance			11
Board Committees			11
Board Structure and Board Chair			12
Meetings of Non-Management Directors			12
Appropriateness of Leadership Structure			12
Director Independence			13
Board Diversity			13
ESG Oversight			13
Risk Management			13
Insider Trading Policy			14
Location of Corporate Governance Documents			14
Shareholder Director Nominations and Proposals for 2025			14
Communications with Members of the Board			14
Environmental, Social and Governance (ESG) Practices			15
Proposal 2 - Ratification of the Selection of our Independent Auditor			16
Proposal 3 - Advisory Vote on Executive Compensation			18
Compensation & Organization Committee Report			19