ROGERS CORPROG
ROGERS CORP Stock Compensation Disclosure
Capital Stock and Equity Compensation
Capital Stock
Our 2019 Long-Term Equity Compensation Plan, which was approved by our shareholders in May 2019, permits the granting of restricted stock units and certain other forms of equity awards to officers and other key employees. Under this plan, we also grant each non-management director deferred stock units, which permit non-management directors to receive, at a later date, one share of Rogers capital stock for each deferred stock unit, with no payment of any consideration by the director at the time the shares were received.
Shares of capital stock reserved for possible future issuance as of December 31, 2025 and 2024, were as follows:
| 2025 | 2024 | ||||||||||
| Shares reserved for issuance under outstanding restricted stock unit awards | 335,737 | 328,957 | |||||||||
| Deferred compensation to be paid in stock, including deferred stock units | 23,566 | 11,900 | |||||||||
| Additional shares reserved for issuance under Rogers Corporation 2019 Long-Term Equity Compensation Plan | 457,907 | 486,947 | |||||||||
| Shares reserved for issuance under the Rogers Corporation Employee Stock Purchase Plan | 23,267 | 43,716 | |||||||||
| Total | 840,477 | 871,520 | |||||||||
Share Repurchases
In 2015, we initiated a share repurchase program of up to $100.0 million of our capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value. In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. In 2025, we purchased 738,145 shares for a total value of $52.4 million. There were 188,438 shares repurchased for a total value of $19.8 million in 2024, using cash from operations and cash on hand. There were no shares repurchased in 2023. As of December 31, 2025, $51.8 million remained available to purchase under our share repurchase program.
Equity Compensation
Equity Compensation Expense
The components of equity compensation expense in 2025, 2024 and 2023, were as follows:
| (Dollars in millions) | 2025 | 2024 | 2023 | ||||||||||||||
| Performance-based restricted stock units | $ | 3.7 | $ | 6.0 | $ | 3.7 | |||||||||||
| Time-based restricted stock units | 5.9 | 7.3 | 9.2 | ||||||||||||||
| Deferred stock units | 1.0 | 1.3 | 1.3 | ||||||||||||||
| Other | 0.3 | 0.5 | 0.1 | ||||||||||||||
| Total equity compensation expense | $ | 10.9 | $ | 15.1 | $ | 14.3 | |||||||||||
As of December 31, 2025, there was total unrecognized compensation cost related to unvested performance-based restricted stock units and unvested time-based restricted stock units of $4.3 million and $6.7 million, respectively, which are expected to be recognized over a weighted average period of 1.4 years and 1.0 years, respectively.
Performance-Based Restricted Stock Units
As of December 31, 2025, we had performance-based restricted stock units from 2025, 2024 and 2023 outstanding. These awards generally cliff vest at the end of a three-year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0% to 200% of the original award amount, based on certain defined performance measures.
The outstanding awards have one measurement criteria: the three-year total shareholder return on our capital stock as compared to that of a specified group of peer companies. The total shareholder return measurement criteria of the awards is considered a market condition. As such, the fair value of this measurement criteria is determined on the grant date using a Monte Carlo simulation valuation model. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. We account for forfeitures as they occur.
As of December 31, 2025, we had outstanding performance-based restricted stock units with a performance condition from 2024. These awards generally cliff vest at the end of a two-year performance period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0% to 200% of the original award amount, based on certain defined performance measures.
Below were the assumptions used in the Monte Carlo calculation for each award granted in 2025 and 2024:
| February 26, 2025 | February 19, 2024 | February 13, 2024 | |||||||||||||||
| Expected volatility | 45.6% | 46.3% | 46.2% | ||||||||||||||
| Expected term (in years) | 2.9 years | 2.9 years | 2.9 years | ||||||||||||||
| Risk-free interest rate | 4.28% | 4.35% | 4.35% | ||||||||||||||
Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility.
Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model.
Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate.
Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 0% was used in the Monte Carlo simulation valuation model.
The performance-based restricted stock units with a performance condition have one measurement criterion: 2025 net revenue. The fair value of these awards was determined based on the fair value of the underlying stock price at the grant date with no compensation expense being recognized in 2025 as the performance condition was not probable. We account for forfeitures as they occur.
A summary of activity of the outstanding performance-based restricted stock units for 2025, 2024 and 2023 is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Awards outstanding as of January 1 | 109,106 | $ | 186.96 | 73,528 | $ | 247.55 | 65,513 | $ | 201.18 | ||||||||||||||||||||||||||
| Awards granted | 83,834 | 117.71 | 79,700 | 152.53 | 50,551 | 241.47 | |||||||||||||||||||||||||||||
| Stock issued | — | — | — | — | (8,775) | 147.58 | |||||||||||||||||||||||||||||
| Awards forfeited/cancelled | (83,024) | 143.87 | (44,122) | 225.74 | (33,761) | 174.43 | |||||||||||||||||||||||||||||
| Awards outstanding as of December 31 | 109,916 | $ | 166.69 | 109,106 | $ | 186.96 | 73,528 | $ | 247.55 | ||||||||||||||||||||||||||
Time-Based Restricted Stock Units
As of December 31, 2025, we had time-based restricted stock unit awards from 2025, 2024 and 2023 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date. Each time-based restricted stock unit represents a right to receive one share of Rogers’ capital stock at the end of the vesting period. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
A summary of activity of the outstanding time-based restricted stock units for 2025, 2024 and 2023 is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Awards outstanding as of January 1 | 110,745 | $ | 136.77 | 100,999 | $ | 171.43 | 124,284 | $ | 194.60 | ||||||||||||||||||||||||||
| Awards granted | 112,875 | 84.11 | 72,971 | 116.14 | 67,734 | 148.85 | |||||||||||||||||||||||||||||
| Stock issued | (50,597) | 149.51 | (38,795) | 184.97 | (62,251) | 173.52 | |||||||||||||||||||||||||||||
| Awards forfeited/cancelled | (57,118) | 103.83 | (24,430) | 141.73 | (28,768) | 213.84 | |||||||||||||||||||||||||||||
| Awards outstanding as of December 31 | 115,905 | $ | 96.99 | 110,745 | $ | 136.77 | 100,999 | $ | 171.43 | ||||||||||||||||||||||||||
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards will generally vest at the one-year anniversary of the award, subject to continuous service. Each deferred stock unit results in the issuance of one share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
A summary of activity of the outstanding deferred stock units for 2025, 2024 and 2023 is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | Awards Outstanding | Weighted- Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Awards outstanding as of January 1 | 11,900 | $ | 123.27 | 8,100 | $ | 161.90 | 6,850 | $ | 232.51 | ||||||||||||||||||||||||||
| Awards granted | 22,616 | 63.19 | 10,950 | 119.91 | 8,100 | 161.90 | |||||||||||||||||||||||||||||
| Stock issued | (10,950) | 119.91 | (7,150) | 161.89 | (6,850) | 232.51 | |||||||||||||||||||||||||||||
| Awards outstanding as of December 31 | 23,566 | $ | 67.17 | 11,900 | $ | 123.27 | 8,100 | $ | 161.90 | ||||||||||||||||||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 19, 2026 | Showing above |
| 2022 | Mar 1, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.