Rogers (ROG) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 5, 2025, to be held virtually; record date is February 26, 2025.

• Shareholders will vote on electing nine directors, ratifying PwC as auditor, and approving executive compensation on an advisory basis.

• Board recommends voting FOR all director nominees and proposals.

Voting matters and shareholder proposals

• Proposals include election of nine directors, ratification of PwC as independent auditor for 2025, and advisory approval of executive compensation.

• Each share of common stock is entitled to one vote per director nominee and proposal.

• Board recommends FOR all proposals.

Board of directors and corporate governance

• Board expanded to nine members in 2025; eight of nine directors are independent.

• Board committees: Audit, Compensation & Organization, and Nominating, Governance & Sustainability, all comprised of independent directors.

• Board Chair is independent and separate from CEO; annual board and committee self-evaluations conducted.

• Majority vote policy for uncontested elections; directors must submit resignation if not receiving majority support.

• 96% director attendance at meetings in 2024.