~~To ratify the appointment of PricewaterhouseCoopers LLP(“PwC”)as the independent registered public accounting firm of Rogers Corporation for the fiscal year ending December 31, 2017. (See pages 49-50~~


1.	To elect eight members of the Board of Directors for the ensuing year: Keith L. Barnes, Michael F. Barry, Bruce D. Hoechner, Carol R. Jensen, Ganesh Moorthy, Jeffrey J. Owens, Helene Simonet, and Peter C. Wallace. (See pages 8-10 for additional information.)


2.	To vote on a non-binding advisory resolution to approve the 2018 compensation of our named executive officers (“NEOs”). (See page 42 for additional information.)


3.	To vote on the approval of the Rogers Corporation 2019 Long-Term Equity Compensation Plan (the “2019 Equity Plan”). (See page 43 for additional information.)

To ratify the appointment of PricewaterhouseCoopers LLP(“PwC”)as the independent registered public accounting firm of Rogers Corporation for the fiscal year ending December 31, 2019. (See page 52 for additional information.)

To transact such other business as may properly come before the meeting or any adjournment thereof. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting.


5.	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting.

Who can vote at the Annual Meeting of Shareholders?

If you are a shareholder of record as of the close of business on March ~~7, 2017~~6, 2019 (the “record date”), you are entitled to vote at the meeting and any adjournment or postponement thereof. As of that date, ~~18,087,384~~18,533,687 shares of Rogers’ capital stock (also referred to as common stock), $1 par value per share, were outstanding.

You are entitled to one vote for each share owned as of the close of business on the record date.

How do I get admitted to the Annual Meeting of Shareholders?

Attendance at the meeting will be limited to the following:

Shareholders that hold shares of our capital stock in their own name (as “shareholders of record”) as of the record date;

Shareholders that beneficially own shares of our capital stock through a bank, brokerage firm, dealer or other similar organization as nominee (in “street name”) as of the record date;

~~Invited guests from the media and financial community;~~The Company’s external auditors; and

Director nominees and members of Company management who will facilitate the meeting.

You will need an admission ticket or proof of ownership to enter the meeting. An admission ticket is attached to your proxy card if you are a shareholder of record. If your shares are held in street name, you must present proof of your ownership of our capital stock, such as a bank or brokerage account statement, to be admitted to the meeting. Please note that if you hold your shares in street name and plan to vote in person at the meeting, you will also need to bring a legal proxy from your nominee and present it to the inspector of elections with your ballot.

All shareholders also must present a form of photo identification, such as a driver’s license, in order to be admitted to the meeting.

How do I vote shares held under my name?

If you are a shareholder of record, you may instruct the Company on how to vote your shares by:

using the Internet voting site listed on the proxy card or Notice;

using the toll-free telephone number listed on the proxy card; or

marking, signing, dating and returning the proxy card by mail.

You may also attend the meeting and vote your shares in person at the meeting.

How do I vote shares that I hold through the Company’s Global Stock Purchase Plan (“GSPP”)?

Shares owned by employees or former employees as a result of participation in the GSPP may, to the extent such shares are held in the name of the employee or former employee, be voted as set forth in “How do I vote shares held under my name?”. Shares purchased under the GSPP but held in street name by a nominee must be voted in accordance with the instructions for voting in “How do I vote shares not held under my name?”.

How do I vote shares not held under my name?

If your shares are held in street name by a nominee, the Notice or proxy materials, as applicable, are being forwarded to you by that organization, and you should follow the instructions for voting as set forth on that organization’s voting instruction card. Shares held in employees’ or former employees’ 401(k) plans (the “Rogers Employee Savings and Investment Plan”) may be voted in a similar manner.

Under the rules and practices of the New York Stock Exchange (“NYSE”), if you hold shares through a nominee, your nominee is permitted to vote your shares on certain “routine” matters in its discretion even if the nominee does not receive instructions from you. The proposal to ratify the appointment of PwC is considered a “routine” matter, and your nominee will have discretionary authority to vote your shares if you do not provide instructions as to how your shares should be voted on this proposal. The proposals to elect ~~directors and~~directors; to approve, on an advisory basis, ~~both~~ the compensation of our ~~NEOs~~NEOs; and to approve the ~~frequency of the shareholder vote on the same~~2019 Equity Plan are “non-routine” matters. The absence of voting instructions from you to your nominee on these “non-routine” matters will result in a “broker non-vote” because the nominee does not have discretionary voting power for those proposals. “Broker non-votes” and “withhold” votes do not constitute votes properly cast favoring or opposing proposals on “non-routine” matters.

How many holders of the Company’s outstanding shares must be present to hold the Annual Meeting of Shareholders?

In order to conduct business at the meeting, it is necessary to have a quorum. The presence, in person or by proxy, of the holders of a majority of the shares of capital stock entitled to vote on a matter at the meeting constitutes a quorum with respect to that matter. “Broker non-votes” and abstentions will be considered present for the purpose of establishing a quorum.

How many votes are required to elect directors? How many votes are required for the other proposals to pass?

Election of directors: The seven director nominees receiving the highest number of votes at the meeting will be elected to the Board of Directors, even if such votes do not constitute a majority of the votes cast. Abstentions and “broker non-votes” do not constitute votes properly cast favoring or opposing director elections and, accordingly, neither will have any effect on the outcome of this vote.

Ratification of PwC appointment: To pass, the proposal to ratify the appointment of PwC must be approved by the affirmative vote of the majority of votes properly cast (i.e., the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). Abstentions will not have any effect on the outcome of these votes, but your nominee will have discretionary authority to vote your shares if you do not provide instructions as to how your shares should be voted on this proposal.

Advisory vote on NEO compensation: To pass, the proposal to approve, on an advisory basis, the compensation of our NEOs must be approved by the affirmative vote of the majority of votes properly cast. Abstentions and “broker non-votes” will not have any effect on the outcome of these votes.

Frequency of advisory vote on NEO compensation: Shareholders have the choice of voting for a frequency of advisory votes every one, two or three years, or abstaining from the vote. The choice receiving the highest number of votes will be given due regard by, but will not be binding on, the Board of Directors. Abstentions and “broker non-votes” will not have any effect on the outcome of this vote.

Election of directors: To be elected, each director requires the affirmative vote of the holders of a plurality of the votes cast. This means that the nominees who receive the highest number of affirmative votes cast will be elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted. Our Board has adopted a majority vote policy. Under this policy, any director nominee in an uncontested election who receives a greater number of votes “withheld” for his or her election than votes “for” such election must submit his or her resignation for consideration by our Nominating and Governance Committee and our Board. (See additional discussion on page 10.) Abstentions and “broker non-votes” do not constitute votes properly cast favoring or opposing director elections and, accordingly, will not have any effect on the outcome of this vote.

Advisory vote on NEO compensation: To pass, the proposal to approve, on an advisory basis, the 2018 compensation of our NEOs must be approved by the affirmative vote of the majority of votes properly cast (i.e., the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST” the proposal). Abstentions and “broker non-votes” will not have any effect on the outcome of this vote.


3.	Approval of the 2019 Equity Plan: To pass, the proposal to approve must be approved by the affirmative vote of the majority of votes properly cast. Abstentions and “broker non-votes” will not have any effect on the outcome of this vote.


4.	Ratification of PwC appointment: To pass, the proposal to ratify the appointment of PwC must be approved by the affirmative vote of the majority of votes properly cast. Abstentions will not have any effect on the outcome of this proposal, but your nominee will have discretionary authority to vote your shares if you do not provide instructions as to how your shares should be voted on this vote.

You are strongly encouraged to vote your shares.

How will my shares be voted if I complete and return my proxy card?

Whichever method you use to transmit your instructions, your shares of Rogers’ capital stock will be voted as you direct. If you sign and return the enclosed proxy card or otherwise designate the proxies named on the proxy card to vote on your behalf, but do not specify how to vote your shares, your shares will be voted:

FOR the election of the nominees for director;

FOR the advisory vote to approve the ~~2016~~2018 compensation of our NEOs;

FOR the ~~advisory vote on NEO compensation to take place every year;~~approval of the 2019 Equity Plan;

FOR the ratification of the appointment of PwC as the Company’s independent accounting firm for ~~2017;~~2019; and

In accordance with the judgment of the persons voting the proxy on any other matter properly brought before the meeting, if any such matters are properly raised at the meeting.

If I execute a proxy, may I still attend the Annual Meeting of Shareholders to vote in person or choose to change or revoke my vote?

Execution of a proxy will not in any way affect your right to attend the meeting and vote in person.

Any shareholder submitting a proxy has the right to revoke it any time before it is exercised by filing a written revocation with the Corporate Secretary of Rogers, by executing a proxy with a later date, by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the meeting will be counted) or by attending and voting at the meeting.

Who counts the votes?

~~Representatives of Alliance Advisors, LLC~~Votes at the annual meeting will ~~tabulate~~be tabulated by the ~~vote and act as~~ inspectors of election appointed by the ~~election.~~

Company.

Proposal 1: Election of Directors

The directors of Rogers are elected annually by shareholders and hold office until the next Annual Meeting of Shareholders and thereafter until their successors are chosen and qualified. The Board of Directors has been advised that each nominee will serve if elected. If any of these nominees should become unavailable for election, proxies will be voted for the election of such other person, or for fixing the number of directors at a lesser number, as the Board of Directors may recommend. All of the nominees are currently directors of Rogers and all were elected to their present term at the ~~2016~~2018 Annual Meeting of Shareholders.

Nominees for Director, Director Qualifications and Experience

The biographical information below identifies the primary experience, qualifications, attributes and skills of the ~~seven~~eight nominees for director at our ~~2017~~2019 Annual Meeting of Shareholders.



	Name, age as of March ~~7, 2017,~~6, 2019, and positions with the Company	Principal Occupation, Business Experience, Directorships and Qualifications

	Keith L. Barnes Age 6567 Director since 2015 Compensation & Organization Committee - Chairperson Nominating ~~and~~& Governance Committee	Mr. Barnes is the retired Chairman and CEO of Verigy Pte Ltd. Mr. Barnes was CEO of Verigy from 2006-2011 and Chairman of the Board from 2009-2011. Prior to acquisition, Verigy was a leading manufacturer of semiconductor capital equipment started by Hewlett Packard and spun out of Agilent Technologies. ~~Verigy was acquired by Advantest of Japan in 2011.~~ From 2003-2006, Mr. Barnes was Chairman and CEO of Electroglas, a leading manufacturer of semiconductor probing solutions. Mr. Barnes was Chairman and CEO of Integrated Measurement Systems (“IMS”) from 1995-2001 when IMS was acquired. Mr. Barnes also serves as a director of ~~the following public companies:~~ Knowles Corporation ~~of Itasca, Illinois; Mentor Graphics Corporation, Wilsonville, Oregon;~~ and Viavi ~~Solutions, Milpitas, California.~~Solutions. The qualifications and skills that make Mr. Barnes well suited to serve as a member of our Board include his experience in global manufacturing, supply chain management, semiconductor systems and software development, marketing and sales, international business, governance and executive management, along with his public board and committee experience.
	Michael F. Barry Age 5860 Director since 2010 Lead Director Compensation & Organization Committee ~~- Chairperson~~ Audit Committee	Since 2009, Mr. Barry has been Chairman of the Board of Directors of Quaker Chemical Corporation. He joined the Quaker Board and became Quaker’s President and Chief Executive Officer in 2008. Mr. Barry has held a number of other positions with Quaker since 1998, including Chief Financial Officer, Vice President and Global Industry Leader - Industrial Metalworking and Coatings, and Senior Vice President and Managing Director - North America. By serving in a variety of leadership and executive positions with Quaker, Mr. Barry has gained experience in accounting/finance, financial reporting, risk assessment, industrial marketing and services, organizational development, global organizations, governance, strategic planning, corporate development, research and development and manufacturing. In 2018, Mr. Barry became a director of Livent Corporation. This extensive and varied business experience is a valuable resource to the Rogers’ Board of Directors and its management.



Bruce D. Hoechner Age 5759 Director since 2011 President and Chief Executive Officer	Mr. Hoechner, who became the Company’s President and Chief Executive Officer in 2011, has many years of broad leadership experience across numerous geographies, businesses and functions in the specialty chemicals industry with particularly strong international business expertise. For over ten years of his career he lived and worked in Singapore, Thailand and ~~most recently,~~ Shanghai, People’s Republic of China. His Asian assignments were first with Rohm and Haas Company, for which he worked for 28 years, and then The Dow Chemical Company after its acquisition of Rohm and Haas in 2009. While in Shanghai, Mr. Hoechner was responsible for a variety of businesses, ~~most recently~~including as President, Asia Pacific Region, Dow Advanced Materials Division. He has also led a number of specialty chemical global business units, which had wide-ranging operations in Europe, North America, Latin America and Asia. Mr. Hoechner is also a director of Curtiss-Wright Corporation. Mr. Hoechner’s broad, global industry experience and his service as our Chief Executive Officer led the Board to conclude that he should continue to serve as a director.



Carol R. Jensen Age 6466 Director since 2006 Audit Committee Nominating ~~and~~& Governance Committee	Ms. Jensen is currently President and Principal Partner of Lightning Ranch Group, a privately held group of companies in ranching, real estate, technology consulting, energy and aviation. She previously served as a director of the Microelectronic Computer Corporation and the American Chamber of Commerce - Denmark. She previously held positions at The Dow Chemical Company (as Vice President of Research & Development of Performance Chemicals 2001-2004); 3M Corporation (as Executive Director of Research & Development 2000-2001, Managing Director of 3M Denmark 1998-2000, and Technical Director of 3M’s Electronic Products business 1990-1998) and IBM Corporation (various research, development, marketing and strategic corporate positions 1979-1990). She was also an adjunct professor of Chemistry at the University of Texas, Austin (1991-1994). In these positions she gained experience in the electronics and Internet industries, the chemical and materials industry, and in research, marketing, development, manufacturing, sales, international business, governance and executive management. This technical background and experience make Ms. Jensen a valuable member of the Company’s Board of Directors and a great resource to its management.
Ganesh Moorthy Age 5759 Director since 2013 Audit Committee Compensation ~~and~~& Organization Committee	In February 2016, Mr. Moorthy was named President of Microchip Technology Incorporated, adding that position to the post of Chief Operating Officer, a title he has held since 2009. Microchip is a leading provider of microcontroller, mixed-signal, analog, memory and Flash-IP solutions. He served as Executive Vice President of Microchip from 2006 to 2009. From 2001 to 2006, Mr. Moorthy served as Vice President of several Microchip divisions. From 2010 to 2014, he served as a member of the Board of Directors of Hua-Hong Grace Semiconductor in Shanghai, China. He is also a member of the University of Washington’s Electrical Engineering Board of Advisors. Mr. Moorthy’s extensive background in a number of Rogers’ key industries and his global expertise in business and technology leadership make him well qualified to provide valuable insight to the Board of Directors and management of Rogers.
Jeffrey J. Owens Age 64 Director since 2017 Audit Committee Nominating & Governance Committee	Mr. Owens most recently served as Executive Vice President and Chief Technology Officer of Delphi Automotive PLC, until his retirement in March 2017. During his over 40-year career at Delphi, Mr. Owens served in a variety of technology, engineering and operating leadership roles, including serving as President of Delphi’s Electronics and Safety Division and during his tenure had international responsibilities. Mr. Owens is also a director of Cypress Semiconductor Corporation. Mr. Owens recently served as Chairman of the Kettering University Board of Trustees and is currently a trustee. Mr. Owens’ global experience and leadership roles in innovation and technology, particularly in the areas of Advanced Mobility and Advanced Connectivity, make him an excellent addition to the Board.
Helene Simonet Age 6466 Director since 2014 Audit Committee - Chairperson Compensation ~~and~~& Organization Committee	Ms. Simonet served as Executive Vice President and Chief Financial Officer of Coherent, Inc. from 2002 until her retirement in February 2016. ~~Ms. Simonet~~She served as Vice President of Finance of Coherent’s former Medical Group and Vice President of Finance of its Photonics Division from 1999 to 2002. Prior to joining Coherent, Ms. Simonet spent over twenty years in senior finance positions at Raychem Corporation’s Division and Corporate organizations, including Vice President of Finance of Raynet Corporation. In March 2017, Ms. Simonet was appointed as a member of the Board of Directors of Finisar, Inc. Ms. Simonet is a well-rounded executive with broad experience in both executive and financial management of a global technology manufacturing company, international business, mergers and acquisitions, and strategic planning. This experience and her expertise in areas important to Rogers make her an important asset to the Board.



Peter C. Wallace Age 6264 Director since 2010 Nominating ~~and~~& Governance Committee - Chairperson Compensation ~~and~~& Organization Committee	Mr. Wallace served as Chief Executive Officer and a director of Gardner Denver Inc., an industrial manufacturer of compressors, blowers, pumps and other fluid control products used in numerous global end markets until his retirement in January 2016. He served as President and Chief Executive Officer and a director of Robbins & Myers, Inc. from 2004 until 2013, when the company was acquired by National Oilwell Varco, Inc. Prior to joining Robbins & Myers, he was President and Chief Executive Officer of IMI Norgren Group from 2001 to 2004. Mr. Wallace is a director of Curtiss-Wright Corporation and a director and chairman of the board of Applied Industrial Technologies, Inc.~~, both public companies.~~ He also serves on the board of a private manufacturing firm engaged in packaging equipment and consulting services. Mr. Wallace’s career has included senior functional roles in application engineering, sales, marketing, and international operations as well as chief executive officer at ~~three~~four multinational corporations. This broad and extensive leadership and board experience is valuable to Rogers’ Board of Directors and to management.

None of the nominees for director are subject to any arrangement pursuant to which directors will be elected, nor are there any family relationships between any directors and any of the Company’s executive officers. To the best of our knowledge, there are no pending material legal proceedings in which any of our directors or nominees for director, or any of their associates, is a party adverse to us or any of our affiliates, or ~~has~~in which the persons have a material interest adverse to us or any of our affiliates. Additionally, to the best of our knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, sanctions, or injunctions during the last 10 years that are material to the evaluation of the ability or integrity of any of our directors or nominees for ~~director during the last 10 years.~~director.

Pursuant to the Company’s retirement policy, the Board did not nominate for election at the 2017 Annual Meeting of Shareholders William E. Mitchell because he had reached 72 years of age. Mr. Mitchell will retire from the Board of Directors when his term expires on the date of the Company’s 2017 Annual Meeting of Shareholders. At that time, the size of the Board will be reduced to seven members. The Board may increase the size of the Board at a future time as permitted under the bylaws.

Vote Required

~~Directors will~~Election of directors: To be elected, byeach director requires the affirmative vote of the holders of a plurality of the votes ~~properly~~ cast. This means ~~those~~that the nominees ~~receiving~~who receive the ~~seven~~ highest ~~numbers~~number of affirmative votes ~~at the Annual Meeting of Shareholders~~cast will be elected ~~even if such~~irrespective of how small the number of affirmative votes ~~do not constitute~~is in comparison to the total number of shares voted. Our Board, however, has adopted a majority vote policy. Under this policy, any director nominee in an uncontested election who receives a greater number of ~~the~~ votes ~~properly cast.~~“withheld” for his or her election than votes “for” such election must submit his or her resignation for consideration by our Nominating and Governance Committee and our Board. (See additional discussion on pages 8-10.) Abstentions and “broker non-votes” do not constitute votes properly cast favoring or opposing director elections and, accordingly, will not have any effect on the outcome of this vote.

The Board recommends a vote “FOR” the election of each of the director nominees listed above.

Stock Ownership of Management and Directors

This table provides information about the beneficial ownership of Rogers’ capital stock as of March ~~7, 2017,~~6, 2019, by each of the current members of the Board of Directors, the NEOs listed in the ~~“Summary~~“Fiscal Year 2018 Summary Compensation Table” on page ~~32,~~29, and by all current directors and executive officers as a group. Unless otherwise noted, the persons listed below have sole voting and investment power with respect to the shares reported.


	Beneficial Ownership		Beneficial Ownership
Name of Person or Group	Amount and Nature of Beneficial Ownership (1)	Percent of Class (2)	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class⁽²⁾
Keith L. Barnes	2,300	*	2,150	*
Michael F. Barry	13,900	*	15,300	*
Robert C. Daigle ~~(3)~~	46,680	*	24,637	*
Jeffrey M. Grudzien			16,217	*
Bruce D. Hoechner (3)	101,169	*	96,648	*
Carol R. Jensen (4)	12,188	*	10,088	*
Jay B. Knoll	5,535	*
William E. Mitchell	4,715	*
Michael M. Ludwig			851	*
Ganesh Moorthy (4)	6,400	*	6,300	*
Jeffrey J. Owens			850	*
Helene Simonet	4,100	*	5,500	*
Janice E. Stipp	6,414	*
Janice E. Stipp⁽⁵⁾			8,183	*
Peter C. Wallace	13,900	*	13,300	*
Mark D. Weaver			592
Helen Zhang	6,775	*	0	*
All Directors and Executive Officers as a Group (15 Persons) (1)	269,828	1.5
All Current Directors and Executive Officers as a Group (16 Persons)⁽¹⁾			201,393	1.09

* None of our executive officers or directors, individually, owned more than 1.0% of our outstanding capital stock as of March ~~7, 2017.~~

6, 2019.

(1)

Represents the total number of currently owned shares and shares acquirable within 60 days of March 7, 2017. Shares acquirable under stock options exercisable, or by way of the vesting of restricted stock units, or, with respect to members of the Board of Directors, which would be owed to them in the event of a separation from service, within 60 days of March 7, 2017, are as follows (last name/number of shares): Barnes/1,700, Barry/1,700; Daigle/13,800; Hoechner/23,200; Jensen/1,700; Mitchell/1,700; Moorthy/1,700; Simonet/1,700; and Wallace/1,700.6, 2019.


(2)	Represents the percent ownership of total outstanding shares of capital stock, based on ~~18,087,384~~18,533,687 shares of ~~common~~capital stock outstanding as of March ~~7, 2017,~~6, 2019, and on an individual or group basis those shares acquirable by the respective directors and executive officers within 60 days of March ~~7, 2017,~~6, 2019, as described in footnote (1) above.

(3)

Mr. ~~Daigle and Mr.~~ Hoechner ~~own, respectively, 46,680 shares and 101,169~~owns 53,328 shares as to which investment and voting power is shared with ~~their respective spouses.~~his spouse. Mr. Hoechner’s total ownership includes 820 shares held by a trust for which his spouse serves as trustee. Mr. Hoechner’s total ownership also includes 42,500 shares held by a Grantor Retained Annuity Trust for which he serves as trustee.


(4)	Ms. Jensen and Mr. Moorthy own, respectively, ~~12,188~~10,088 and ~~6,400~~6,300 shares in trusts in which investment and voting power is shared with their respective spouses.


(5)	Ms. Stipp’s employment as Chief Financial Officer terminated on May 16, 2018, after which she served as a consultant from May 17, 2018, through November 19, 2018. The number of shares shown is based on Ms. Stipp’s holdings as of the date her employment terminated, as the Company does not have more recent information regarding her holdings.

Beneficial Ownership of More than Five Percent of Rogers’ Stock

Except as otherwise noted below, this table provides information regarding beneficial ownership of each person known to Rogers to own more than 5% of its outstanding capital stock as of December 31, ~~2016~~2018 based upon filings by each such person with the SEC on Schedule 13G (including amendments) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless otherwise noted, the beneficial owners have sole voting and dispositive power with respect to the shares listed below.

Name and Address of Beneficial Owner Shares Beneficially Owned Percent of Class (1)
BlackRock, Inc. (2)
55 East 52^nd Street
New York, NY 10055
2,042,924 11.3
Neuberger Group (3)
1290 Avenue of the Americas
New York, NY 10104
1,517,643 8.4
The Vanguard Group (4)
100 Vanguard Blvd.
Malvern, PA 19355
1,510,378 8.4
Dimensional Fund Advisors, LP (5) 6300 Bee Cave Road, Building One Austin, TX 78746 1,010,156 5.6
Wellington Group (6)
c/o Wellington Management Company LLP
280 Congress Street Boston, MA 02210
1,000,403 5.5



Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class⁽¹⁾
BlackRock, Inc.⁽²⁾ 55 East 52^nd Street New York, NY 10055	2,645,486	14.3%
The Vanguard Group⁽³⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,899,662	10.2%
Neuberger Berman Group⁽⁴⁾ 1290 Avenue of the Americas New York, NY 10104	1,671,323	9.0%
William Blair⁽⁵⁾ 150 North Riverside Plaza Chicago, IL 60606	1,444,676	7.8%
Janus Henderson Group plc⁽⁶⁾ 201 Bishopsgate London EC2M 3AE United Kingdom	1,138,641	6.1%


(1)	Based on ~~18,087,384~~18,533,687 shares outstanding as of the record date, March ~~7, 2017.~~ 6, 2019.


(2)	Blackrock, Inc., a parent holding company, reported it has sole voting power with respect to ~~1,997,899~~2,605,068 of the shares listed above and sole dispositive power with respect to all of the shares listed above.

(3)

Each of Neuberger Berman Group LLC, a parent holding company, and Neuberger Berman Investment Advisers LLC, a registered investment adviser, reported that it has shared voting power and shared dispositive power with respect to all of the shares listed above. Neuberger German Equity Funds, a registered investment company, reported it has shared voting power and shared dispositive power with respect to 1,090,851 of the shares listed above. These entities are collectively referred to above as the “Neuberger Group.”

~~(4)~~

The Vanguard Group, a registered investment adviser, reported it has sole voting power with respect to ~~26,322~~28,779 of the shares listed above, shared voting power with respect to 2,889 of the shares listed above, sole dispositive power with respect to 1,870,105 of the shares listed above, and shared dispositive power with respect to ~~1,482,107 of the shares listed above, and sole dispositive power with respect to 28,271~~29,557 of the shares listed above.

(4)

Neuberger Berman Group LLC, and Neuberger Berman Investment Advisers LLC, reported shared voting power with respect to 1,657,268 shares listed above, and shared dispositive power with respect to all of the shares listed above. Each of Neuberger Berman Equity Funds and Neuberger Berman Genesis Fund reported shared voting power and shared dispositive power with respect to 1,179,669 of the shares listed above. These entities filed as a group, and are collectively referred to as “Neuberger Berman Group” above.


(5)	~~Dimensional Fund Advisors, LP,~~William Blair Investment Management, LLC, a registered investment adviser, reported it has sole voting power with respect to ~~956,681~~1,321,952 shares listed above, with sole dispositive power with respect to all of the shares listed above. William Blair Investment Management, LLC, is referred to above as “William Blair.”


(6)	Janus Henerson Group plc, a parent holding company, reported that it has sole voting power with respect to none of the shares listed above and sole dispositive power with respect to all of the shares listed above.

~~(6)~~

Each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP, parent holding companies or control persons, reported it has shared voting power with respect to 780,002 of the shares listed above and shared dispositive power with respect to all of the shares listed above. Wellington Management Company LLP, a registered investment adviser, reported that it has shared voting power with respect to 779,492 of the shares listed above and shared dispositive voting power with respect to 950,735 of the shares listed above. These entities are collectively referred to above as the “Wellington Group.”

Corporate Governance Practices

The Board of Directors has adopted Corporate Governance Guidelines, provisions of our bylaws and other formal policies that establish a framework for our corporate governance practices. In addition to practices described below under “Board of Directors,” our corporate governance practices include the following:

~~All directors stand~~A majority vote policy providing that, in an uncontested election, a director who receives a greater number of votes “withheld” for his or her election ~~annually.~~

~~The~~than votes “for” such election must submit his or her offer of resignation for consideration by the Nominating and Governance Committee of the Board of ~~Directors has adopted a~~Directors.

Annual election of all directors.

A retirement policy for directors, ~~which is~~ set forth in Rogers’ Corporate Governance Guidelines, under which directors may not be nominated for election after age 72 unless the Board deems it advisable to do so.

~~Under NYSE listing standards,~~While a majority of the Board must be independent ~~but~~under NYSE listing standards, our Corporate Governance Guidelines set a goal for at least two-thirds of our directors to be independent. The Board of Directors has determined that seven of its eight current directors, representing approximately 88% of the Board, are independent.

~~The~~Three directors who meet the definition of “audit committee financial experts” under SEC regulations, two of whom serve on the Audit ~~Committee has three members whom~~Committee.

An independent “Lead Director” position.

Regular meetings of non-management directors in executive session, at which the “Lead Director” generally presides.

Active participation by the Board of Directors ~~has determined are “audit committee financial experts” as defined under SEC regulations.~~

The non-management directors (all of whom currently are independent) regularly meet in executive session, and there is an independent “Lead Director” who is responsible for presiding over such meetings.

~~The Board of Directors actively participates~~ in Company strategy ~~by,~~decisions and oversight through, among other things, ~~annually reviewing~~annual review of a strategic plan and a one-year operating plan that is linked to strategic objectives.

~~The~~Oversight by the Board of Directors, ~~oversees,~~ with the assistance of our Compensation and Organization Committee, of succession planning for our executive officers, including the CEO.

~~The Company’s~~ Stock Ownership Guidelines ~~are~~ designed to encourage executive officers and directors to accumulate a significant level of direct stock ownership, thereby aligning their interests with the interests of shareholders.

~~The Company’s~~A Compensation Recovery Policy that enables the Board of Directors to recover any compensation earned by or paid to an executive officer ~~from~~based on any financial result or operating objective that was impacted by the officer’s misconduct.

~~The Company’s~~An Insider Trading Policy that prohibits directors and executive officers from engaging in hedging or margining transactions ~~involving~~or pledging of the Company’s stock.

Directors have complete access to all levels of management and are provided with opportunities to meet with members of management on a regular basis.

~~The~~Annual self-evaluations by the Board of Directors, and each committee thereof, ~~conduct self-evaluations at least once per year~~ to assess their respective performance and ways in which such performance could be improved.

~~Our~~No shareholder rights agreement ~~will expire on March 31, 2017, and the Board of Directors does not presently intend to replace it; however,~~in place, although the Board of Directors may, subject to its fiduciary duties under applicable law, choose to implement a new shareholder rights plan in the future.

Board of Directors

Director Independence

Under NYSE listing standards, the Board of Directors is required to determine annually which of its directors are independent based on the absence of any direct or indirect material relationship between the Company and the director. To evaluate the materiality of any such relationship, the Board has adopted categorical independence standards consistent with the NYSE listing standards. In addition, the Board has adopted the following categorical standards, contained in the Rogers Corporation Corporate Governance Guidelines, which identify certain relationships deemed by the Board to be immaterial provided that they satisfy the criteria below:

If a ~~Rogers’~~Rogers director ~~(other than a member of the Audit Committee)~~ receives direct or indirect annual compensation or other benefits (other than board and committee fees) from Rogers, the amount of such compensation must not exceed $30,000. ~~(This~~This immateriality standard is not applicable to Audit Committee members, ~~with respect to whom~~who may not accept any ~~compensation~~consulting, advisory or ~~benefits received~~other compensatory fee from ~~Rogers other than board and committee fees must be evaluated by the Board for materiality.)~~Rogers.;

If a ~~Rogers’~~Rogers director is an executive officer of another company that does business with Rogers, ~~the~~that company’s annual sales to, or purchases from, Rogers must be less than 1% of the revenues of ~~the company for which he or she serves as an executive officer;~~that company;

If a ~~Rogers’~~Rogers director is an executive officer of another company which is indebted to Rogers, or to which Rogers is indebted, the total amount of either company’s indebtedness to the other must be less than 1% of the total consolidated assets of the company for which he or she serves as an executive officer; and

If a ~~Rogers’~~Rogers director serves as an officer, director or trustee of a charitable organization, Rogers’ discretionary charitable contributions to the organization must be less than 1% of that organization’s total annual charitable receipts. (Rogers’ matching of employee charitable contributions will not be included in the calculation of the amount of Rogers’ contributions for this purpose.)

The Board of Directors has determined that all of the current directors, other than Mr. Hoechner, due to his position as President and Chief Executive Officer, satisfy these standards and do not have any direct or indirect material relationship with Rogers. ~~Until his retirement from the Board at the 2016 Annual Meeting of Shareholders, Robert G. Paul was also independent.~~

Board Leadership Structure

The Company’s bylaws provide that, unless otherwise provided by the directors, the CEO will preside, when present, at all meetings of shareholders and ~~(unless~~of the Board, unless, for meetings of the Board, a chairman of the Board ~~of Directors~~ has been appointed and is ~~present) of the directors. If a chairman of the Board of Directors is appointed,~~present, in which case he or she will ~~preside at all meetings of the Board of Directors at which he or she~~preside. There is ~~present. Currently, there is~~currently no chairman of the Board, ~~as for approximately twenty years~~which is consistent with the ~~Board has selected~~Board’s practice of appointing a Lead Director and selecting only directors who are also recently retired, or soon to be retired, Presidents and CEOs of the Company to serve ~~in this capacity.~~as chairman. Accordingly, our President and CEO, Bruce Hoechner, presides over meetings of our Board of Directors and shareholders.

Additionally, we currently have an independent Lead Director, Michael F. Barry, whose responsibilities include calling meetings of independent directors, presiding at executive sessions of the non-management directors, and, if not all non-management directors are independent

directors, at meetings of the independent directors, providing periodic feedback to the CEO, reviewing board agendas and being a person whom shareholders can contact should they wish to communicate with the Board. Other independent directors also provide input for board agendas. Our non-management directors hold executive sessions without management present as frequently as they deem appropriate, and generally such an executive session is held at each in-person, regularly scheduled board meeting. The Board currently has three standing committees: (1) Audit, (2) Compensation and Organization, and (3) Nominating and Governance. Each of these committees is comprised solely of independent directors, with each of the three committees having a separate chairperson who participates in the development of committee agendas.

We believe that this leadership structure ~~and compact board size~~ has worked well for the Company. This structure creates an environment in which there are candid disclosures by management about the Company’s performance and a culture in which directors can regularly engage management and each other in active and meaningful discussions about various corporate matters. The Board periodically reviews its leadership structure and developments in the area of corporate governance to ensure that this approach continues to strike the appropriate balance for the Company and our shareholders.

Board Diversity

As set forth in its Corporate Governance Guidelines, Rogers endeavors to have a ~~board~~Board with diverse experience at policy-making orand strategic-planning levels in business orand in other areas that are relevant to the Company’s activities. The Nominating and Governance Committee does not have a formal policy with respect to diversity in identifying or selecting nominees for Rogers’ Board, but in evaluating nominees, the committee assesses the background of each candidate in a number of different ways, including how the individual’s qualifications complement, strengthen and enhance those of existing board members as well as the future needs of the Board.

The Board’s Role in Risk Oversight

The Board has an active role as a whole, and also at the committee level, in overseeing management of the Company’s risks. The entire Board receives regular reports from management concerning areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic risks. Although the Board as a whole is responsible for overseeing the Company’s risk management, each Board committee is responsible for evaluating the risks associated with its area of responsibility and ~~discussing its findings and~~ making recommendations to the ~~Board.~~

Board related to the management of those risks.

The Board considers the most significant risks facing the Company and the Company’s general risk management strategy and evaluates risks to be taken by the Company based on the Company’s strategy and the current business environment. While the Board oversees the Company’s risk management, the Company’s senior management is responsible for the day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our board leadership structure supports this approach.

Meetings of the Board and Committees

Board of Directors

The Board of Directors held ~~seven~~eight meetings during ~~2016.~~2018. All directors attended at least 75% in the aggregate of the Board and committee meetings held in ~~2016 of the Board and the committees on which each such director served during his or her tenure as a Board or committee member.~~2018. Our Corporate Governance Guidelines provide that all directors are expected to attend the Annual Meeting of Shareholders absent an unavoidable conflict. All of the members of the Board ~~of Directors~~ attended the ~~2016~~2018 Annual Meeting of Shareholders.

Meetings of Non-Management Directors

The Board holds regularly scheduled sessions for the non-management directors of the Company (all of whom the Board has determined to be independent) without management present. These meetings are presided over by the Lead Director, or, in the absence of the Lead Director, another independent director. The non-management directors may meet without management present at other times as determined by the Lead Director. On May ~~6, 2016,~~3, 2018, Mr. ~~Mitchell~~Barry was appointed Lead Director for a ~~one year~~one-year term, ~~and our directors are evaluating who will replace Mr. Mitchell upon his retirement when his term expires~~expiring on ~~May 4, 2017.~~the date of the 2019 Annual Meeting of Shareholders. Anyone wishing to contact our non-management directors may contact the Lead Director or the non-management directors as a group in writing at Rogers Corporation, 2225 West Chandler Boulevard, Chandler, AZ 85224, Attention: Lead Director.

Committee Membership

The following table illustrates the current membership of each committee and the number of meetings held in ~~2016:~~2018:

Name Board Audit Compensation and Organization Nominating and Governance
Keith L. Barnes Ÿ Ÿ Ÿ
Michael F. Barry Ÿ Ÿ Chair
Bruce D. Hoechner Ÿ
Carol R. Jensen Ÿ Ÿ Ÿ
William E. Mitchell* Ÿ Ÿ Ÿ
Ganesh Moorthy Ÿ Ÿ Ÿ
Helene Simonet Ÿ Chair Ÿ
Peter C. Wallace Ÿ Ÿ Chair
Number of Meetings in 2016 7 8 7 4

*Pursuant to the Company’s retirement policy, Mr. Mitchell will retire from the Board of Directors when his term expires on May 4, 2017.



Name	Audit	Compensation and Organization	Nominating and Governance
Keith L. Barnes		Chair	•
Michael F. Barry	•	•
Bruce D. Hoechner
Carol R. Jensen	•		•
Ganesh Moorthy	•	•
Jeffrey J. Owens	•		•
Helene Simonet	Chair	•
Peter C. Wallace		•	Chair
Number of Meetings in 2018	9	5	5

Audit Committee

The Audit Committee has been established in accordance with the Exchange Act and related SEC regulations. The Audit Committee’s authority and responsibilities, which are set forth in a written charter adopted by the Board, include oversight of the Company’s financial reporting function, internal audit function and internal controls, ~~and risk management,~~ selection, evaluation and oversight of the

Company’s independent auditor, and assessment and review of compliance, investigations and legal matters. The Board of

Directors has determined that each member of the Committee is “independent” in accordance with the NYSE’s listing standards and SEC regulations. In addition, the Board of Directors has also determined that ~~Messrs.~~Mr. Barry ~~and Mitchell~~ and Ms. Simonet are “audit committee financial experts” in accordance with SEC regulations and that all of the Audit Committee members are financially literate in accordance with NYSE listing standards. From January 1, 2016 until his retirement on May 6, 2016, Mr. Paul served on the Audit Committee. During this time, he (i) met the independence criteria above, (ii) was financially literate in accordance with NYSE listing standards and (iii) was an “audit committee financial expert” in accordance with SEC regulations.

Compensation and Organization Committee

The Compensation and Organization Committee’s authority and responsibilities, which are set forth in a written charter adopted by the Board, include review and evaluation of the Company’s compensation philosophy, establishment of the compensation of our CEO and other executive officers, oversight with respect to the company’s equity incentive and stock-based plans and material employee benefit plans and review of succession plans for the CEO and other senior leadership positions.

During ~~2016,~~2018, the Compensation and Organization Committee was comprised of non-management directors who were each: (i) independent as defined under the NYSE listing standards and as determined by the Board of Directors, and (ii) “non-employee directors” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and (iii) “outside directors” for purposes of Section 162(m) of the Internal Revenue Code. From January 1, 2016 until his retirement on May 6, 2016, Mr. Paul served on the Compensation and Organization Committee, and he also met the criteria listed in items (i), (ii) and (iii) above during this time.

amended.

Nominating and Governance Committee

The Nominating and Governance ~~Committee has~~Committee’s authority and responsibilities, which are set forth in a written charter adopted by the Board, ~~that~~ include developing and recommending to the Board criteria for board and committee membership, evaluating and presenting to the Board its determinations with respect to director independence and satisfaction of other requirements, overseeing Rogers’ corporate governance policies and practices, developing and recommending to the Board an annual Board and committee evaluation process, and overseeing director orientation and training programs.

The Board of Directors has determined that each member of this committee is “independent” in accordance with the NYSE’s listing standards.

The Nominating and Governance Committee leads the search for individuals qualified to become board members and identifies potential directors from several sources, including executive search firms retained by the committee, incumbent directors, management, and shareholders. See “Shareholder Proposals and Other Shareholder Business at the ~~2018~~2020 Annual Meeting of Shareholders” for additional information regarding shareholder nominations of director candidates.

Directors’ Compensation

Directors who are employees of Rogers receive no additional compensation for their services as directors. Accordingly, Mr. Hoechner received no compensation for his service on the Board of Directors during ~~2016. In 2016,~~2018. The Compensation and Organization Committee periodically reviews the Company’s non-management director compensation ~~for non-management directors consisted~~program, with the assistance of ~~an annual retainer~~its compensation consultant(s) and ~~meeting fees and equity awards as described in~~makes recommendations to the ~~table below.~~Board regarding the same.

The table below shows the total compensation earned by our non-management directors during ~~2016.~~2018. Each component of director compensation is summarized following the table.


Name	Retainer and Fees Earned (1)	Fair Value of Deferred Stock Unit Awards (2)	Total	Retainer Earned⁽¹⁾	Fair Value of Deferred Stock Unit Awards⁽²⁾	Total
Keith L. Barnes	$54,000	$100,000	$154,000	$83,750	$140,000	$223,750
Michael F. Barry	$73,003	$100,000	$173,003	$94,000	$140,000	$234,000
Carol R. Jensen	$59,500	$100,000	$159,500	$76,250	$140,000	$216,250
William E. Mitchell	$73,500	$100,000	$173,500
Ganesh Moorthy	$60,500	$100,000	$160,500	$77,500	$140,000	$217,500
Robert G. Paul (3)	$27,073	$0	$27,073
Jeffrey J. Owens				$76,250	$140,000	$216,250
Helene Simonet	$67,898	$100,000	$167,898	$90,000	$140,000	$230,000
Peter C. Wallace	$66,000	$100,000	$166,000	$80,000	$140,000	$220,000


(1)	~~Includes~~Represents annual retainer for board and ~~meeting fees,~~committee service, which ~~are~~is paid in cash. Directors may elect to defer ~~such fees~~their retainers pursuant to a non-qualified deferred compensation plan.

(2)

The fair value of Deferred Stock Unit Awards is the same as the compensation cost reported in Rogers’ financial statements. All Deferred Stock Units awarded to directors are fully vested as of the award date. On May ~~6, 2016,~~3, 2018, we granted a Deferred Stock Unit Award ~~for 1,700~~of units representing 1,200 shares of our capital stock to each non-management director then serving on the Board. The number of Deferred Stock Units was calculated based on the average closing price of ~~the~~our capital stock over the preceding 30 business days, which was ~~$59.14,~~$117.54, and the total was rounded up to the nearest increment of 5010 units.


~~(3)~~	~~Mr. Paul retired when his term expired on May 6, 2016.~~

Annual Retainer

Non-management directors earned an annual retainer of ~~$40,000~~$65,000 in ~~2016. The Lead Director and any chairperson of a board committee earned an~~2018, together with additional ~~annual retainer amount in 2016~~retainers as follows: (i) Lead Director - ~~$15,000;~~$16,500; (ii) Audit ~~Committee~~Committee: Chairperson - ~~$10,000;~~$20,000; Other Member - $7,500; (iii) Compensation and Organization ~~Committee~~Committee: Chairperson - ~~$7,500;~~$15,000; Other Member - $5,000; (iv) Nominating and Governance ~~Committee~~Committee: Chairperson - ~~$5,000.~~$10,000; Other Member - $3,750. The annual retainer for non-management directors and committee chairpersons is pro-rated for directors who serve for only a portion of the year and is ~~normally~~ paid quarterly in ~~June and December.~~

~~Meeting Fees~~

~~Directors received $1,500~~advance. These annual retainers for ~~each in-person board meeting attended in 2016. Committee chairpersons received $1,500 for each in-person committee meeting attended and other~~ committee members ~~received $1,000~~were approved in 2018 by the Board, effective for ~~each in-person committee meeting attended. Fees for telephonic meetings are reduced by 50%~~the term beginning at the 2018 Annual Meeting of Shareholders, in an effort to align the Company’s director compensation program more closely with director compensation at peer group companies (noted below in section "Use of Peer Group Data" in Compensation Discussion and Analysis on page 21).

Deferred Stock Unit Awards

Deferred Stock Unit Awards were granted to non-management directors as set forth in the table above. The Board approved the increase in award value from $120,000 to $140,000 in 2018 based on peer group data, as described above. These awards were fully vested on the grant date. The stock subject to these awards is scheduled to be issued on the 13-month anniversary of the grant date unless the director elects to defer the receipt of these shares.

Perquisites and Reimbursable Expenses

Rogers does not provide its non-management directors with any perquisites. Rogers ~~does reimburse~~reimburses its directors for expenses associated with attending any board or committee meetings and attending certain other meetings in their capacity as board or committee members. The Board of Directors established a Directors’ Education and Training Allowance Policy to provide reimbursement of up to $10,000 during any two-year period to non-management directors for the reasonable costs to attend education and training programs, as well as membership fees in any appropriate professional organizations, in all such cases reflective of the director’s duties to the Board, the director’s background and experience, and developments relevant to corporate governance and to the Company’s operations.

~~2017 Director Compensation~~

The Compensation and Organization Committee periodically reviews the Company’s non-management director compensation program with the assistance of Pay Governance LLC, its compensation consultant (the "Consultant") and makes recommendations to the Board regarding the same. Following a review of director compensation at the peer groups discussed in Compensation Discussion and Analysis below, the Compensation and Organization Committee recommended that the Board approve certain changes to Rogers’ director compensation program in 2017. Based on the recommendation of the Compensation and Organization Committee, the Board concluded that such changes were appropriate. To align the Company’s director compensation program more closely with the compensation packages for directors in these peer groups, the Board determined that, effective from the term beginning at the Annual Meeting, directors would no longer receive meeting fees, the annual cash retainer for each non-employee director would be increased to $65,000 and the fair value of the deferred stock unit award granted to each non-management director would be increased to $120,000. The Board also approved increases to the annual cash retainers for the Lead Director and committee chairs to align them more closely with market practice. Accordingly, effective from the term beginning at the Annual Meeting, the annual cash retainers for these positions will be as follows: (i) Lead Director - $16,500, (ii) Audit Committee Chairperson - $20,000, (iii) Compensation and Organization Committee Chairperson - $15,000, and (iv) Nominating and Governance Committee Chairperson - $10,000. These changes represent the first changes to the director compensation program since 2012.

Director Stock Ownership Guidelines

The Company’s Corporate Governance Guidelines provide that a non-management director’s ownership of Company stock should be equal to at least five times the director’s base annual retainer by the fifth anniversary of the first annual meeting of shareholders after such person becomes a non-management director. As of March ~~7, 2017,~~6, 2019, all of our directors, except Mr. ~~Barnes,~~Owens, who joined the Board ~~of Directors~~ in ~~late 2015,~~August 2017, held shares exceeding these ownership guidelines.

Management directors are subject to the stock ownership guidelines applicable to executive officers, which are discussed in ~~“2016~~“2018 Compensation - Share Ownership ~~and Retention~~ Guidelines; Prohibition on ~~Hedging”~~Hedging, Margining and Pledging” on page ~~30.~~27.

Audit Committee Report

The Audit Committee oversees and monitors the Company’s financial reporting process and systems of internal accounting and financial controls on behalf of the Board of Directors. In fulfilling these responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 (the ~~“2016~~“2018 Form 10-K”). The Audit Committee discussed with PwC, Rogers’ independent registered public accounting firm, the matters required to be discussed with the independent registered public accounting firm under generally accepted auditing standards, including Auditing Standard No. 1301. In addition, the Audit Committee has received the written disclosures and the letter from PwC required by the Public Company Accounting Oversight Board regarding PwC’s communications with the Audit Committee concerning independence, and has discussed its independence with PwC.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, the inclusion of the audited financial statements in the ~~2016~~2018 Form 10-K for filing with the Securities and Exchange Commission.

The Audit Committee’s responsibility is one of oversight, and it recognizes that management is responsible for preparing the Company’s financial statements and that the Company’s independent registered public accounting firm is responsible for auditing those financial statements. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the work of the Company’s independent registered public accounting firm. In giving its recommendation to the Board, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States, and (ii) the report of the Company’s independent registered public accounting firm with respect to such financial statements.



Audit Committee:	Helene Simonet, Chairperson
	Michael F. Barry, Member
	Carol R. Jensen, Member
	~~William E. Mitchell,~~Ganesh Moorthy, Member
	~~Ganesh Moorthy,~~Jeffrey J. Owens, Member

Compensation Discussion and Analysis

Overview of Business and Results

Rogers Corporation designs, develops, manufactures and sells high-quality and high-reliability engineered materials and components for mission critical applications. We operate ~~principally~~ three strategic ~~business segments -~~operating segments: Advanced Connectivity Solutions ~~(ACS)~~(“ACS”), Elastomeric Material Solutions ~~(EMS)~~(“EMS”) and Power Electronics Solutions ~~(PES)~~(“PES”). The remaining operations, which represent our non-core businesses, are reported in the Other operating segment. We have a history of innovation and have established ~~the Rogers~~ Innovation ~~Center~~Centers for our leading research and development ~~activities. Rogers was founded~~activities in ~~1832~~Chandler, Arizona, Burlington, Massachusetts, Eschenbach, Germany, and ~~incorporated~~Suzhou, China. We are headquartered in ~~Massachusetts in 1927. In August 2016,~~Chandler, Arizona.

Our growth strategy is based upon the following principles: (1) market-driven organization, (2) innovation leadership, (3) synergistic mergers and acquisitions, and (4) operational excellence. As a market-driven organization, we ~~announced plans to relocate~~are focused on growth drivers, including advanced mobility and advanced connectivity. More specifically, the key trends currently affecting our ~~global headquarters from Rogers, Connecticut to Chandler, Arizona. The move will build upon our presence in Arizona, where we have significant~~ business include the increasing use of advanced driver assistance systems and ~~manufacturing operations. Rogers operates manufacturing facilities~~adoption of electric and hybrid electric vehicles in the ~~United States, China, Germany, Belgium, Hungary~~automotive industry and ~~South Korea, with joint ventures~~new technology adoption in the telecommunications industry, including next generation wireless infrastructure. In addition to our focus on advanced mobility and ~~sales offices worldwide.~~

advanced connectivity in the automotive and telecommunications industries, we sell into a variety of other end markets, including renewable energy, consumer electronics, aerospace and defense, and diverse general industrial applications.

In ~~2016, Rogers reported~~2018 as compared to 2017, our net sales ~~of $656.3 million. Net sales for the full year 2015 were $641.4~~increased 7.1% to $879.1 million, ~~which included $18.6 million from divested non-core assets. Net sales during 2016 were unfavorably impacted by $7.8 million~~gross margin decreased approximately 340 basis points to 35.4%, operating income as a ~~result of currency fluctuations. In addition, 2016 net sales were favorably impacted by $5.4 million~~percentage of net sales ~~from DeWAL Industries (“DeWAL”)~~decreased approximately 290 basis points to 12.8% and operating income decreased 12.7% to $112.7 million.

The ACS operating segment designs, develops, manufactures and sells circuit materials and solutions enabling high-performance and high-reliability connectivity for applications in wireless infrastructure (e.g., ~~which we acquired~~power amplifiers, antennas, small cells and distributed antenna systems), automotive (e.g., active safety, advanced driver assistance systems, telematics and thermal management), aerospace and defense, connected devices (e.g., mobile internet devices and Internet of Things), wired infrastructure (e.g., computing and IP infrastructure) and consumer electronics.

Net sales in ~~November 2016.~~

~~ACS recorded $277.8 million~~this segment decreased by 2.3% in 2018 compared to 2017. The decrease in net sales was primarily driven by lower demand in ~~2016,~~wireless 4G LTE and portable electronics applications, partially offset by favorable currency fluctuations of $2.8 million, or 0.9%, due to the appreciation in value of the Euro and Renminbi relative to the US dollar, as well as higher demand in automotive radar and aerospace and defense applications.

Our EMS operating segment designs, develops, manufactures and sells engineered material solutions for a ~~3.8%~~wide variety of applications and end markets. These include polyurethane and silicone materials used in critical cushioning, sealing and vibration management applications for portable electronics (e.g., smart phones), automotive, aerospace, rail, footwear and printing end markets; customized silicones used in flex heater and semiconductor thermal applications; polytetrafluoroethylene and ultra-high molecular weight polyethylene materials used in wire and cable, pressure-sensitive tapes and automotive applications. In January 2017, we acquired the principal operating assets of DSP, a custom silicone product development and manufacturing business, serving a wide range of high reliability applications. In July 2018, we completed the acquisition of Griswold, a leading manufacturer of custom-engineered cellular elastomer and high-performance polyurethane products and solutions across the automotive, transportation, medical, office products, printing and electronics industries. The integration of DSP and Griswold into our EMS operating segment has enabled us to increase ~~from $267.6 million~~scale and complement our existing product offering.

Net sales in this segment increased 9.2% in 2018 compared to 2017. The increase in net sales was primarily driven by net sales related to our acquisition of Griswold of $13.7 million, or 4.4%, higher demand in ~~2015. Fluctuations~~portable electronics and automotive applications, as well as favorable currency fluctuations of $3.5 million, or 1.1%, due to the appreciation in ~~currency exchange rates unfavorably~~value of the Euro and Renminbi relative to the U.S. dollar. The adoption of new accounting guidance for revenue recognition favorably impacted EMS net sales in ~~2016~~2018 by ~~1.0% as~~$0.7 million, or 0.2%.

The PES operating segment designs, develops, manufactures and sells ceramic substrate materials for power module applications (e.g., variable frequency drives, vehicle electrification and renewable energy), laminated busbars for power inverter and high

power interconnect applications (e.g., mass transit, hybrid-electric and electric vehicles, renewable energy and variable frequency drives) and micro-channel coolers (e.g., laser cutting equipment).

Net sales in this segment increased 20.8% in 2018 compared ~~with 2015 net sales.~~

~~EMS recorded $203.2~~to 2017. Net sales increased in electric and hybrid electric vehicles and micro-channel cooler applications, primarily due to higher demand. Net sales were also impacted by favorable currency fluctuations of $8.9 million, or 4.8%, due to the appreciation in value of the Euro and Renminbi relative to the U.S. dollar. The adoption of new accounting guidance for revenue recognition favorably impacted PES net sales in ~~2016,~~2018 by $6.3 million, or 3.4%.

Named Executive Officers for 2018

Our Named Executive Officers (NEOs) for fiscal year 2018 are as follows:



Name		Title
Bruce D. Hoechner		President and Chief Executive Officer
Michael M. Ludwig		Senior Vice President, Chief Financial Officer and Treasurer
Robert C. Daigle		Senior Vice President and Chief Technology Officer
Jeffrey M. Grudzien		Senior Vice President and General Manager of ACS
Helen Zhang		Vice President Power Electronic Solutions, and President Rogers Asia
Mark D. Weaver		Principal Accounting Officer and Corporate Controller (formerly Principal Financial Officer)
Janice E. Stipp		Former Senior Vice President, Chief Financial Officer and Treasurer

Ms. Stipp’s employment with the company terminated on May 16, 2018, after which she served as a ~~12.3% increase compared~~consultant from May 17, 2018 through November 19, 2018. Mr. Grudzien will retire from the Company on March 31, 2019. Mr. Ludwig joined the Company on September 17, 2018. Mr. Weaver served as Principal Financial Officer during the transition between Ms. Stipp and Mr. Ludwig from May 16, 2018 to $180.9 million in net sales in 2015. Fluctuations in currency exchange rates unfavorably impacted net sales in 2016 by approximately 1.8% as compared with 2015 net sales. EMS’s net sales in 2016 included $5.4 million attributable to the acquisition of DeWAL, which favorably impacted net sales in 2016 by 3.0%.

PES recorded $152.4 million in net sales in 2016, a 1.4% increase compared to $150.3 million in net sales in 2015. PES’ net sales were unfavorably impacted by approximately 0.9% due to currency exchange rate fluctuations in 2016.September 17, 2018.

Key Compensation Actions and Decisions

At our ~~2016~~2018 Annual Meeting of Shareholders, ~~96%~~approximately 98% of the shares voted were voted in favor of our ~~2015~~2017 NEO ~~compensation package.~~compensation. Accordingly, in ~~2016,~~2018, we maintained our commitment to the use of at-risk compensation ~~(base salary and awards~~(awards under our Long-Term Incentive Program (“LTIP”) and Annual Incentive Compensation Plan (“AICP”)) ~~and to~~, pay for performance, compensation transparency, and the pursuit of pay practices competitive with those of our ~~peers:~~peers. The descriptions of actions and decisions below with respect to base salary, at-risk compensation, and performance-based pay do not include compensation decisions with respect to Mr. Weaver or Ms. Stipp, both of whom served as NEOs for only a limited portion of the year:

~~We increased target compensation under our LTIP but did not~~

Base Salary: In 2018, the CEO and other NEOs employed as of the beginning of the second quarter of 2018 received an increase to their base pay ~~or target payouts under~~in line with the competitive market environment. Base salaries are targeted around the median of our ~~AICP. Accordingly, at-risk~~peer group but will take into account experience and performance.

At-risk Compensation: At-risk compensation made up approximately ~~77%~~82% of our CEO’s target total direct compensation in ~~2016,~~2018, up from approximately ~~76%~~80% in ~~2015.~~2017. For our remaining NEOs, at-risk compensation in ~~2016~~2018 made up approximately ~~63%~~67% of their target total direct compensation, on average, up from approximately ~~61%~~62% in ~~2015.~~2017.

Performance-based Pay: Performance-based pay made up approximately ~~50%~~57% of our CEO’s target compensation in ~~2016, consistent with 2015,~~2018 compared to 50% in 2017 and made up approximately ~~42%~~44% of target compensation for our remaining NEOs in 2018, on average, up from ~~approximately 40% with 2015.~~42% in 2017.

WePay for Performance Measures: In 2018, we continued to employ multiple performance measures to balance ~~short-~~short-term and long-term objectives. With respect to longer-term incentives, we ~~granted~~continued the practice of granting performance-based restricted stock units (“RSUs”) tied to the Company’s three-year total shareholder return (“TSR”) ~~in 2016, rather than~~measured relative to the TSR of a ~~weighting~~pre-established group of ~~TSR and return on invested capital (“ROIC”).~~peer companies.

~~We maintained an equity-based compensation structure with multi-year vesting periods to drive long-term shareholder value creation.~~

~~Our Approach to~~

Role of Compensation and ~~our Decision Making~~Organization Committee and the Decision-Making Process

The Compensation and Organization Committee (the “Committee” for purposes of this section) began its consideration of ~~2016~~2018 executive compensation by evaluating our compensation philosophy. The Committee affirmed our existing philosophy, ~~indicating~~reinforcing that our approach to compensation is fundamentally defined by our ~~efforts~~objective to efficiently recruit, retain and motivate the right executives to achieve outstanding business performance and create shareholder value. Specifically, the Committee seeks to provide competitive base ~~pay~~salaries for our NEOs, and to leverage short-term and long-term variable ~~compensation--~~compensation in line with ~~performance--~~performance to appropriately reward our NEOs for the value they create. To achieve these goals, we seek to provide opportunity for our executive officers and other senior managers to earn compensation that is competitive with other technology companies of comparable size, global reach and complexity. In addition, we strongly emphasize a culture of pay for performance in order to provide incentives and accountability for our executive officers and other senior managers in working toward the achievement of our financial, strategic and operational objectives. Accordingly, the Committee considers market compensation (overall and by element), Company performance, and individual performance, along with cost reasonableness, in ~~establishing~~setting executive ~~compensation.~~compensation levels.

~~Use of Peer Group and Survey Data~~

The Committee’s use of peer group and survey data demonstrates our focus on efficient recruitment and retention of executives who will drive our business performance and enhance shareholder value at a reasonable cost. The Committee changed the peer group used to establish 2016 NEO compensation after concluding that our historical peer group alone was no longer representative of the technology companies with which we compete or from which we recruit. In particular, the Committee believed that consideration of data from a broader set of peers would enhance its ability to design competitive compensation packages that provide appropriate incentives to our NEOs. Therefore, instead of the relatively small peer group of companies used in prior years, the Committee considered data from the three different peer groups discussed below when setting 2016 NEO compensation.

The Committee considered compensation information disclosed in proxy statements for the CEOs and CFOs of (1) the Company’s historical peer group, consisting of 16 public companies in the electronics equipment industry (Global Industry Classification Standard code 452030) with median annual revenue of $540 million in 2015 (the “Historical Peer Group”), (2) a group of 27 public technology companies that participated in the Radford Global Technology Survey (the “Radford Survey”) in 2015 and are part of the index of companies used to evaluate payouts under performance-based RSUs (the “Select LTIP Peer Group”), with median annual revenue of $669 million in 2015 and (3) all companies participating in the Radford Survey with annual revenues between $500 million and $1 billion (the “Radford Survey Peer Group”).



~~Historical Peer Group~~
~~Cabot Microelectronics Corp.~~	~~Comtech Telecommunications Corp.~~	~~CTS Corp.~~	~~Diodes Inc.~~
~~Entegris~~	~~Hutchinson Technology Inc.~~	~~International Rectifier Corp.~~	~~Intersil Corp.~~
~~IXYS Corp.~~	~~KEMET Corp.~~	~~Littelfuse Inc.~~	~~Methode Electronics~~
~~MKS Instruments Inc.~~	~~Pulse Electronics Corp.~~	~~Semtech Corp.~~	~~Vicor Corp.~~



~~Select LTIP Peer Group~~
~~Adtran Inc.~~	~~Advanced Energy Industries, Inc.~~	~~Arris Group Inc.~~	~~Avid Technology, Inc.~~
~~Benchmark Electronics Inc.~~	~~Brooks Automation Inc.~~	~~Cabot Microelectronics Corp.~~	~~Cirrus Logic Inc.~~
~~Coherent Inc.~~	~~Diodes Inc.~~	~~Electronics for Imaging, Inc.~~	~~Entegris~~
~~FEI Company~~	~~Harmonic Inc.~~	~~Intersil Corp.~~	~~Ixia~~
~~Littelfuse Inc.~~	~~Mercury Computer Systems Inc.~~	~~Micrel Inc.~~	~~Microsemi Corporation~~
~~MKS Instruments Inc.~~	~~Netgear Inc.~~	~~OSI Systems Inc.~~	~~Plexus Corp.~~
~~Power Integrations Inc.~~	~~QLogic Corp.~~	~~Semtech Corp.~~



~~Radford Survey Peer Group~~
~~Adtran Inc~~	~~Advanced Energy Industries, Inc.~~	~~Align Technology~~	~~Analogic~~	~~ANSYS, Inc.~~
~~Arista Networks~~	~~Aruba Networks~~	~~Athenahealth, Inc.~~	~~Avid Technology, Inc.~~	~~Blackbaud, Inc.~~
~~Blucora~~	~~Callaway Golf Company~~	~~Ciber~~	~~Cirrus Logic~~	~~Coherent Inc.~~
~~Commvault Systems~~	~~Concur Technologies~~	~~Conmed Corporation~~	~~Cray Inc.~~	~~CSG International~~
~~Datalink Corporation~~	~~Dealertrack~~	~~Digitalglobe~~	~~Diodes Incorporated~~	~~Dolby Laboratories~~
~~Dreamworks Animation~~	~~Electronics for Imaging, Inc.~~	~~Endurance International~~	~~Extreme Networks~~	~~Fair Isaac~~
~~FEI Company~~	~~Fortinet~~	~~Green Dot Corporation~~	~~Huron Consulting Group~~	~~Infinera Corporation~~
~~Intersil Corp.~~	~~IPG Photonics Corporation~~	~~Irobot Corporation~~	~~Kulicke And Soffa~~	~~Littelfuse, Inc.~~
~~Masimo Corporation~~	~~Medassets, Inc.~~	~~Microsemi Corporation~~	~~Microstrategy, Inc.~~	~~MKS Instruments, Inc.~~
~~Monster Worldwide~~	~~Multi-Fineline Electronix~~	~~Neustar, Inc.~~	~~Nuvasive, Inc.~~	~~Orbitz Worldwide~~
~~OSI Systems, Inc.~~	~~Palo Alto Networks, Inc.~~	~~Pegasystems, Inc.~~	~~Plantronics~~	~~Pmc-Sierra~~
~~Qlik Technologies, Inc.~~	~~Quantum Corporation~~	~~Rovi Corporation~~	~~Semtech Corp.~~	~~Servicenow, Inc.~~
~~Shutterfly~~	~~Silicon Graphics International~~	~~Silicon Laboratories~~	~~Vonage~~	~~Wex Inc.~~
~~Zynga Game Network~~

With respect to the remaining NEOs, compensation information disclosed in proxy statements was not consistently available for comparable executives in any of the groups above. The Radford Survey data for the Select LTIP Group included aggregate compensation data for executive officers with positions similar to those held by Mr. Daigle, Mr. Knoll and Ms. Zhang, accordingly, the Committee determined that use of this data was appropriate when setting the compensation package for these NEOs.

The Committee considered the market data above, along with certain other survey data, when establishing the overall compensation package for our NEOs and each element of compensation within that package and, as part of that process, evaluating total target cash compensation for each NEO (defined as base salary and target payments under our AICP) and total target direct compensation for each NEO (defined as base salary and target payments under our AICP and LTIP). In general, the Committee aims to set overall executive compensation, as well as each element of executive compensation, for each NEO around the median of this market data, with variations in (1) base salary to account for experience, (2) each compensation element to account for performance and (3) overall compensation for recently hired NEOs to reflect circumstances at the time of hiring, such as terms of employment negotiated by the NEO and compensation historically paid by the Company for the position.

Role of Management

The Committee, in making ~~any and all~~ executive compensation decisions, solicits input from management, as appropriate, with respect to individual and Company performance. The Committee receives recommendations and evaluations with respect to NEO compensation and performance from Mr. Hoechner (other than with respect to his own compensation). While Mr. Hoechner does not make a recommendation to the Committee with respect to his own compensation, he provides the Committee with a summary of his annual performance. The Committee considers this assessment in conjunction with materials provided by the Company’s Chief Human ~~Resource~~Resources Officer regarding Mr. Hoechner’s performance and recommended compensation. The Committee evaluates this input, as well as the ~~input of the Consultant~~compensation data provided by its compensation consultant, as it independently makes its assessments and compensation decisions. Compensation decisions regarding Mr. Weaver, who served in an interim capacity as Principal Financial Officer for a portion of the year, were made by Mr. Hoechner and other members of management.

Role of ~~the Consultant~~

Compensation Consultants

The Committee is authorized to select and retain its own independent compensation ~~consultant. In 2016, the Committee engaged the Consultant to provide independent compensation advice, perspective~~consultant, and ~~data. Among other things, the Consultant~~since 2017 has retained Compensia, Inc. (“Compensia” or “Consultant”). During its engagement, Compensia has advised the Compensation Committee on ~~changes to the peer group and survey data it uses when establishing executive compensation and~~ evolving best pay practices and pay ratio disclosure and provided ~~benchmarking~~competitive market data ~~and recommendations~~ on ~~NEO~~executive officer compensation. In addition, the Consultant annually assesses our compensation program’s potential for risk and its competitiveness relative to our industry and our peers and advises the Committee with respect to these issues. The Consultant did not provide any services to the Company and was not paid for services to the Company other than for those related to work for the Committee during 2016. The Committee annually reviews the independence of the Consultant as part of its standard governance practices and has determined that the Consultant is ~~independent.~~independent and that its work does not raise any conflict of interest.

Use of Peer Group Data

The Committee's use of peer group data demonstrates our focus on efficient recruitment and retention of executives who will drive our business performance and enhance shareholder value at a reasonable cost, while maintaining a competitive market position. The Committee regularly reviews the peer groups it uses to set NEO compensation.

In September 2017, the Committee, in consultation with Compensia, determined that selection of a new peer group for 2018 NEO compensation was appropriate due to the recent acquisition of four peer companies in the 2017 peer group and changes in revenue and market cap for five other peer companies in the 2017 peer group. The companies comprising the new peer group, which were selected in consultation with Compensia, are listed below.



2018 NEO Compensation Peer Group
Advanced Energy Industries, Inc.	Ferro Corporation	Knowles Electronics, LLC	Monolithic Power Systems, Inc.
Brooks Automation, Inc.	GCP Applied Technologies, Inc.	Littelfuse, Inc.	Semtech Corporation
Cabot Microelectronics Corporation	II-VI Incorporated	Lydall, Inc.	Silicon Laboratories, Inc.
Diodes Incorporated	Ingevity Corporation	MACOM Technology Solutions Holding, Inc.	Ultra Clean Holdings, Inc.
Entegris, Inc.	Integrated Device Technology, Inc.	Methode Electronics, Inc.	Versum Materials, Inc.

The Committee considered compensation data from the 2016 and 2017 proxy statements of these companies, with slight cost-of-living adjustments, when setting 2018 NEO compensation. Specifically, the Committee considered this peer group data when establishing the overall compensation packages for our NEOs and each element of compensation within those packages for 2018 and, as part of that process, evaluating target total cash compensation for each NEO (defined as base salary and target payments under our AICP) and target total direct compensation for each NEO (defined as base salary and target payments under our AICP and LTIP). In general, the Committee aims to set overall executive compensation, as well as each element of executive compensation, for each NEO around the median of the competitive market with variations in each compensation element to account for tenure, experience, performance, responsibilities and expected contribution.

2018 Compensation

Compensation Mix

The Committee believes that executive compensation should include a competitive combination of base salary, annual incentive compensation and long-term incentive compensation that emphasizes performance and balances shorter-term results with execution of longer-term financial and strategic initiatives. The target total direct compensation mix for ~~2016~~2018 for Mr. Hoechner, our CEO, consisted of approximately ~~77%~~82% at-risk compensation, up from approximately ~~76%~~80% in ~~2015.~~2017. Target compensation mix on average for our other NEOs (other than Mr. Weaver and Ms. Stipp) for ~~2016~~2018 consisted of approximately ~~63%~~67% at-risk compensation, up from approximately ~~61%~~65% in ~~2015.~~2017. The charts below illustrate the target pay mix for our CEO and ~~our~~these other NEOs for ~~2016.~~2018:

~~1. “Non-Equity Incentive Plan Compensation” refers to the AICP target payment for 2016.~~

~~2. “Stock” refers to the target LTIP award for 2016 (based on grant date fair value).~~

Non-CEO NEO Target Pay Mix includes data from Messrs. Ludwig, Grudzien and Daigle and Ms. Zhang.

Base Salary

Base salary is the fixed compensation element we provide to our executives ~~for~~based on their ~~qualification,~~qualifications, experience, and regular contribution to the business. Our goal is to ensure that business decisions are in the hands of executives with proven track records, and our ability to efficiently recruit, retain and motivate such talented people depends in part on competitive base salaries. Adjustments ~~or changes~~ to base salary in a given year are dependent upon many factors, including an executive’s tenure, internal equity across the executive

team based on individual roles and contributions, market trends, the Company’s prior year performance, and general affordability based on business results. Base salary is generally subject to annual review, unless circumstances dictate otherwise. Generally, ~~speaking,~~ any base salary adjustments are effective at the beginning of the second quarter of the ~~year and take into account the Company’s prior year performance.~~year.

~~In 2016, the~~The Committee began its assessment of 2018 NEO base salaries with an analysis of base salary relative to the base salaries paid to executives in similar positions at the companies in the peer group ~~and survey data~~ discussed above and aimed to set NEO base salaries around the median of this market compensation. The Committee concluded that 2018 NEO base salaries for all NEOs, other than Mr. Ludwig, who joined the Company in ~~2015 approximated~~September 2018 and whose base salary was established by the ~~median~~Committee as part of the ~~Company’s peer group. The Committee also considered~~negotiation of his compensation package should increase to reflect the ~~risk~~competitive market environment. Salary decisions regarding Mr. Weaver were made by management before he was appointed to serve in an interim capacity as Principal Financial Officer for a portion of ~~increasing fixed costs given uncertainty~~the year, and his base salary was not adjusted in 2018 because he joined the ~~economic environment and the CEO’s recommendation not to increase the NEO base salaries~~Company in ~~2016. After evaluating this information the Committee concluded that 2016 NEO base salaries should remain consistent with the prior-year NEO base salaries.~~

late 2017.

NEO 2015 Salary 2016 Salary Salary % Increase for 2016
Bruce D. Hoechner $625,000 $625,000 0%
Janice E. Stipp
$400,000⁽¹⁾
$400,000 0%
Jay Knoll $350,000 $350,000 0%
Robert C. Daigle $345,000 $345,000 0%
Helen Zhang $340,700 $340,700 0%

~~(1) Represents the annual salary established pursuant to the offer letter, dated October 1, 2015, between the Company and Ms. Stipp.~~



NEO	2017 Base Salary	2018 Base Salary	Base Salary % Increase for 2018
Bruce D. Hoechner	$660,000	$700,000	5.7%
Michael M. Ludwig	$ -	$420,000	-
Robert C. Daigle	$356,000	$370,000	3.8%
Jeffrey M. Grudzien	$328,000	$345,000	4.9%
Helen Zhang	$355,700	$363,000	2.0%
Mark D. Weaver	$250,000	$250,000	-
Janice E. Stipp	$415,000	$430,000	3.5%

Annual Incentive Compensation Plan

(AICP)

Our AICP is intended to compensate our executives for their annual contributions to the Company’s performance. Consistent with the terms of the AICP, the Committee established a performance goal (the achievement of positive operating income, where operating income is adjusted to exclude restructuring and other non-recurring charges and gains, gains and losses on foreign currency transactions, and the effects of accounting changes and certain tax adjustments) and target and maximum potential payouts early in ~~2016.~~2018. The Committee used the peer group ~~and survey~~ data described above when evaluating and determining the target and maximum potential AICP awards for the NEOs in ~~2016. The Committee concluded that~~2018 and made market adjustments, where warranted by performance to bring selected

executives in line with the desired pay positioning of market 50^th percentile. In September 2018, the Company and Mr. Ludwig entered into an offer letter in connection with his appointment as CFO, pursuant to which he was eligible to participate in the AICP for 2018, with a target bonus of 65% of his base salary, ~~percentages (which determine target payouts) for all NEOs should remain consistent~~ with ~~the 2015 percentages, determining that total target cash compensation payable~~any bonus awarded to ~~the NEOs continued~~be prorated to ~~approximate the market median of the peer groups evaluated by the Committee.~~

reflect his start date.


NEO	2016 Base Salary	Base Salary Percentage	2016 Target Payout	2016 Maximum Payout	2018 Base Salary	Base Salary Percentage	2018 Target Payout	2018 Maximum Payout
Bruce D. Hoechner	$625,000	100%	$625,000	$2,500,000	$700,000	100%	$700,000	$2,500,000
Janice Stipp	$400,000	50%	$200,000	$500,000
Jay Knoll	$350,000	50%	$175,000	$500,000
Michael M. Ludwig					$420,000	65%	$273,000	$500,000
Robert C. Daigle	$345,000	50%	$172,500	$500,000	$370,000	55%	$203,500	$500,000
Jeffrey M. Grudzien					$345,000	55%	$189,750	$500,000
Helen Zhang	$340,700	50%	$170,350	$500,000	$363,000	55%	$199,650	$500,000
Mark D. Weaver					$250,000	35%	$87,500	$175,000
Janice E. Stipp					$430,000	65%	$279,500	$750,000

Following the end of ~~2016,~~2018, the Committee determined that the Company had generated positive annual operating income, thereby satisfying ~~the~~that performance goal. To assist in making decisions as to when, and to what extent, to exercise negative discretion to

reduce awards otherwise payable under the AICP, the Committee then looked to each NEO’s achievement with respect to certain previously identified corporate/business unit and individual performance ~~metrics.~~

objectives.

The Committee considered the following corporate performance ~~metrics~~measures in its ~~analysis~~deliberations (dollars in millions):


Performance Metric ~~(1)~~	Threshold Performance (25% target payout)	Target Performance (100% target payout)	Maximum Performance (200% target payout)	Actual Performance	Threshold Performance (80% target payout)	Target Performance (100% target payout)	Maximum Performance (200% target payout)	Actual Performance (1)
Net sales ~~(2)~~	$520.0	$650.0	$780.0	$645.2	$707.6	$884.5	$1,061.4	$864.0
Operating income ~~(3)~~	$71.4	$89.3	$107.1	$88.0	$126.1	$157.7	$189.2	$119.2

(1) The ~~Committee did not include net sales or operating income attributable to DeWAL in either the targets or the actual performance.~~

~~(2) In addition to excluding net sales attributable to DeWAL when measuring 2016 net sales, the Committee also excluded certain currency adjustments.~~

~~(3) In addition to excluding operating income attributable to DeWAL when measuring 2016 operating income, the~~ Committee excluded the following charges and gains which the Committee believes will result in ~~long term~~long-term benefits to the Company: (i) ~~severance~~ charges ~~and related costs for the~~relating to relocation of the Company’s headquarters and (ii) acquisition and integration costs related to the ~~Diversified Silicone Products, Inc.~~Griswold LLC acquisition and ~~DeWAL acquisitions.~~Chandler, Arizona asset acquisition. The Committee also excluded ~~a bad debt allowance adjustment,~~ certain currency ~~adjustments and the positive effect of an environmental accrual reversal.~~adjustments.

With respect to Messrs. Hoechner, ~~Knoll,~~Ludwig, Grudzien and Daigle, ~~and Ms. Stipp,~~ each corporate performance metric was assigned a 40% weight. With respect to Ms. Zhang, each corporate performance metric was assigned a 10% weight. Because Ms. Zhang is responsible for the PES business segment, the Committee also considered net sales and operating income for PES, each given a 30% weight, when determining her actual AICP payout. The Company believes publication of the target levels for these business unit metrics would cause it competitive ~~harm.~~harm and, therefore, this information is not being disclosed. While the specific performance targets for PES are confidential, the Committee believes ~~these~~that the target levels set for the net sales and operating income metrics were reasonably difficult to achieve. In ~~2016,~~2018, PES financial achievements fell between ~~threshold~~target and ~~target performance with respect to net sales and operating income.~~maximum performance.

In addition to the corporate/business unit metrics discussed above, the Committee assigned a 20% weight to achievement of annual individual performance metrics (“MBOs”) by each ~~NEO.~~NEO other than Mr. Weaver. Mr. Hoechner established the MBOs for each NEO, other than himself, following consultation with the NEOs in early ~~2016.~~2018. The Committee established Mr. Hoechner’s MBOs following consultation with Mr. Hoechner. The MBOs for the NEOs related to both quantitative performance objectives, ~~such as~~including achievement of the annual financial plan and sales, operating efficiencies, and safety goals, and qualitative performance objectives, ~~such as~~including updating the corporate/business unit growth strategy, expanding the Company’s research and development pipeline, and streamlining the Company’s financial reporting process. After the end of the year, Mr. Hoechner evaluated the performance of each NEO, other than himself, against his or her MBOs and provided his evaluation to the Committee. The Committee evaluated Mr. Hoechner’s performance following discussions with Mr. Hoechner and then making its own assessment of Mr. Hoechner’s performance against his MBOs.

Following consideration of each NEO’s achievement of the performance metrics discussed above, the Committee awarded the following AICP payouts to the ~~NEOs:~~

NEOs other than Mr. Weaver:



NEO	Actual AICP ~~payout~~Payout
Bruce D. Hoechner	$~~684,000~~595,000
~~Janice Stipp~~Michael M. Ludwig	~~$224,880~~ $62,667⁽¹⁾
Robert C. Daigle	$~~193,584~~153,000
~~Jay Knoll~~Jeffrey M. Grudzien	$~~190,520~~103,000
Helen Zhang	$~~158,181~~202,000

⁽¹⁾This payout reflects proration for Mr. Ludwig’s award was pro-rated for his partial year of service.

As described in more detail below in “Other Compensation” and “Potential Payments on Termination or Change in Control” on pages 27 and 35, respectively, Ms. Stipp received payment of her target AICP award of $279,500 as severance pursuant to the general release and separation agreement entered into between her and the Company, effective March 17, 2018. Mr. Weaver received an AICP of $38,719 as part of the general management incentive program, as established by management, which included consideration of corporate performance metrics and personal performance.

Long-Term Incentive Compensation

Our LTIP is intended to compensate our executives for their ~~longer-term~~long-term contributions to Company performance, based upon metrics that closely align with long-term shareholder value. For our NEOs, we use a combination of ~~time-~~time-based and performance-based RSUs to balance retention and attainment of financial and operational goals. The Committee believes that such long-term incentive compensation aligns the interests of our NEOs with the interests of our shareholders.

In early ~~2016,~~2018, Mr. Hoechner recommended to the Committee the target total dollar value of the ~~2016~~2018 long-term incentive award for each then-serving NEO other than himself. The Committee considered ~~this recommendation, along with input~~these recommendations and data drawn from the ~~Consultant regarding median~~peer group in a competitive market ~~compensation,~~analysis prepared by Compensia, in establishing the ~~target-long~~target long term incentive award values below. The Committee concluded that an increase in the total LTIP award for each then-serving NEO was appropriate to bring target total direct compensation for ~~all~~these NEOs closer to the market median. As an inducement to join the Company and serve as our CFO, Mr. Ludwig’s offer letter provided for a grant of RSUs with an initial grant value of $815,000, with 40% of such value consisting of time-based RSUs and 60% of such value consisting of performance-based RSUs.


NEO	Target Total LTIP Award	Performance-Based RSUs	Time-Based RSUs	Target Total LTIP Award	Performance-Based RSUs	Time-Based RSUs
Bruce D. Hoechner	$1,550,000	$775,000		$2,600,000	$1,560,000	$1,040,000
Janice Stipp	$430,000	$215,000
Michael M. Ludwig				$815,000	$489,000	$326,000
Robert C. Daigle	$430,000	$215,000		$505,000	$252,500
Jay Knoll	$370,000	$185,000
Jeffrey M. Grudzien				$500,000	$250,000
Helen Zhang	$420,000	$210,000		$455,000	$227,500
Mark D. Weaver				$87,500	$43,750
Janice E. Stipp				$760,000⁽¹⁾	$380,000

(1) This is the target total value of Ms. Stipp’s 2018 LTIP award. Upon her departure from the Company, this award was forfeited.

Additional information regarding the equity awards provided to our NEOs during ~~2016,~~2018, including, where applicable, the ~~number of~~ target and maximum number of shares, is set forth in both the “Grants of Plan Based Awards for Fiscal Year ~~2016”~~2018” table on page ~~34,~~31, and the “Outstanding Equity Awards at End of Fiscal Year ~~2016”~~2018” table on page ~~36, and the “Options Exercises and Stock Vested for Fiscal Year 2016” table on page 37.~~32.

Performance-Based RSUs

Performance-based RSUs are settled in shares of our capital stock after a three-year performance period. The number of shares delivered under the performance-based RSUs can range from zero to 200% of the units initially awarded, depending on our actual performance, and ~~delivery~~settlement generally requires employment throughout the full three-year performance period. There are up to three outstanding ~~performance-~~

~~based~~performance-based RSU awards at any time. Performance for RSUs awarded in 2014 and 2015 is tied to the Company’s three-year TSR performance (60% weighting) and three-year ROIC (40% weighting), each relative to the performance of the Index (as defined below). In ~~2016,~~2018, the Committee concluded that performance tied solely to

the Company’s three-year TSR performance relative to the Index ~~was~~(as defined below) remained appropriate given (i) the Company’s strategic focus on synergistic acquisition opportunities and (ii) the Committee’s focus on the selection of ~~challenging~~ performance metrics ~~subject~~that are appropriately challenging to achieve and efficient ~~assessment~~for the Committee to assess at the end of a performance period. The ~~three-year~~applicable performance ~~period for awards granted in 2014 (based on both~~metric was relative total shareholder return (“TSR”) measured as follows:

Our TSR ~~and ROIC performance) was completed in 2016.~~

Atperformance is measured against the ~~end of the performance period, the Committee compares the relevant performance measure(s) to those~~TSR of a specified group of peer companies selected by the Committee from within Standard and Poor’s Semiconductor/Semiconductor Equipment group and the Technology Hardware/Equipment Industry group at the time that each ~~grant~~award is ~~made~~granted (the “Index”). The Committee believes that the Index is an appropriate group against which to measure the Company’s ~~performance with respect to the relevant performance metric(s).~~TSR. The Committee excludes from the Index any companies that cease to be publicly ~~reported~~report financial statement data to the SEC at any time during the performance ~~period from the calculation of the performance measures.~~

~~Measuring TSR performance~~period.

TSR performance is calculated for the Company and ~~all~~each of the companies in the Index by comparing the relevant company’s average daily closing common stock price for a specified period prior to the start of the performance period to its average daily closing common stock price for the corresponding period immediately preceding the end of the performance period. The calculation reflects adjustments for stock splits, reverse stock splits and similar extraordinary events that occur during the performance period. For performance-based RSU awards granted in ~~2014 and 2015,~~2016, the calculation disregards regular cash dividends, while performance-based RSU awards granted in ~~2016~~2017 and 2018 will reflect cash dividends paid during the performance period.

~~Vesting~~At the end of the performance period, the Committee compares the Company’s TSR to the TSR of the companies in the Index. The number of units earned at the end of the applicable three-year performance period is based on the Company’s TSR performance ranked against the TSR performance of the companies in the Index. The amount vested, if any, is ~~established~~determined on a straight-line basis based on the table set forth below.

~~Measuring ROIC performance (for grants prior to 2016)~~

ROIC performance is calculated for the Company and all companies in the Index by computing the three-year average of annual ROIC, defined as earnings before interest and taxes as a percentage of annual invested capital, for the performance period. The calculation disregards certain non-recurring items to the extent recognized in company financial statements: (i) any loss or gain resulting from the early extinguishment of debt, (ii) the cumulative effect of a change in accounting principles, (iii) write offs related to fresh start accounting adjustments or (iv) extraordinary items under GAAP.

Vesting at the end of the applicable three-year performance period is based on the Company’s ROIC performance ranked against the ROIC performance of the companies in the Index. The amount vested, if any, is established on a straight-line basis based on the table below.


Company Relative TSR or ROIC Performance	Payout Percentage for TSR Performance	Payout Percentage for ROIC Performance
Company Relative TSR Performance			Payout Percentage for TSR Performance
25%	0% (threshold)		0% (threshold)
30%	20%		20%
35%	40%		40%
40%	60%		60%
45%	80%		80%
50%	100% (target)		100% (target)
55%	120%		120%
60%	140%		140%
65%	160%		160%
70%	180%		180%
75%	200% (maximum)		200% (maximum)



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Stock Ownership of Management and Directors		1011
Beneficial Ownership of More than Five Percent of ~~Rogers~~Rogers' Stock		1112
Corporate Governance Practices		1213
Board of Directors		13
Director Independence		13
Board Leadership Structure		1314
Board Diversity		14
The Board’s Role in Risk Oversight		1415
Meetings of the Board and Committees		15
Directors’ Compensation		1716
Audit Committee Report		1918
Compensation Discussion and Analysis		19
Overview of Business Results		19
Named Executive Officers for 2018		20
~~2016~~Key Compensation Actions and Decisions		20
Role of Compensation and Organization Committee and the Decision Making Process		21
Role of Management		21
Role of Compensation Consultants		21
Use of Peer Group Data		21
2018 Compensation		2422
Compensation and Organization Committee Report		3128
Fiscal Year 2018 Summary Compensation Table		3229
All Other Compensation for Fiscal Year ~~2016~~2018 Table		3330
Grants of Plan Based Awards for Fiscal Year ~~2016~~2018 Table		3431
Additional Information Regarding (i) the Summary Compensation Table and (ii) Stock Awards Shown in Grants of ~~Plan-Based~~Plan Based Awards for Fiscal Year ~~2016~~2018 Table		3531
Outstanding Equity Awards at ~~the~~ End of Fiscal Year ~~2016~~2018 Table		3632
~~Option Exercises and~~ Stock Vested for Fiscal Year ~~2016~~2018 Table		3733
Pension Benefits at End of Fiscal Year ~~2016~~2018 Table		3833
Non-Qualified Deferred Compensation at End of Fiscal Year ~~2016~~2018 Table		3934
Potential Payments on Termination or Change in Control		4035
Post Termination Table		4538
Proposal 2: Vote on a Non-Binding Advisory Resolution to Approve ~~the~~2018 NEO Compensation ~~of NEOs~~		4741
CEO Pay Ratio		42
Proposal 3: ~~Advisory~~ Vote on ~~Frequency~~the Approval of ~~Future Advisory Votes on NEO~~the Rogers Corporation 2019 Equity Compensation Plan		4842
Proposal 4: Ratification of PricewaterhouseCoopers LLP as Independent Auditor		4951
Related Party Transactions		5152
Section 16(a) Beneficial Ownership Reporting Compliance		52
Shareholder Proposals and Other Shareholder Business at the ~~2018~~2020 Annual Meeting of Shareholders		52
Solicitation of Proxies		5253
“Householding” of Proxy Materials		53
Communications with Members of the Board of Directors		53
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May ~~4, 2017~~9, 2019		53
Availability of Certain Documents		54
Exhibit A: 2019 Equity Compensation Plan		55
Proxy Card		5570



	Years		Bonus	Stock Awards	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings	All Other Compensation
Name and Principal Position	Covered	Salary	(1)	(2)		(3)	(4)	Total
Bruce D. Hoechner	2016	$625,000	$0	$1,515,464	$684,000	$0	$38,182	$2,862,646
President and	2015	$619,231	$0	$1,470,405	$130,000	$0	$78,072	$2,297,708
Chief Executive Officer	2014	$576,923	$0	$1,327,658	$1,302,346	$0	$35,073	$3,242,000

Janice E. Stipp	2016	$400,000	$0	$420,838	$224,880	$0	$23,013	$1,068,731
VP Finance,	2015	$53,846	$50,000	$400,218	$0	$0	$2,946	$507,010
Chief Financial Officer
and Treasurer

Robert C. Daigle	2016	$345,000	$0	$420,838	$193,584	$12,036	$19,555	$991,013
Sr. VP and Chief	2015	$341,885	$0	$409,785	$40,000	$158,681	$37,977	$988,328
Technology Officer	2014	$329,308	$0	$384,703	$317,146	-$133,672	$30,187	$927,672

Jay B. Knoll	2016	$350,000	$0	$362,636	$190,520	$0	$60,201	$963,357
VP, General Counsel and
Secretary

Helen Zhang	2016	$323,222 (5)	$0	$411,884	$158,181	$0	$117,370	$1,010,657
VP PES and	2015	$327,350 (5)	$0	$357,558	$20,000	$0	$110,850	$815,758
President Rogers Asia (6)	2014	$326,191 (5)	$0	$358,083	$233,794	$0	$117,434	$1,035,502



Name and Principal Position	Years Covered	Salary	Stock Awards⁽¹⁾	Non-Equity Incentive Plan Compensation	Change in Pension Value and Non-Qualified Deferred Compensation Earnings⁽²⁾	All Other Compensation⁽³⁾
Name and Principal Position	Years Covered	Salary	Stock Awards⁽¹⁾	Non-Equity Incentive Plan Compensation		All Other Compensation⁽³⁾	Total
Bruce D. Hoechner	2018	$690,817	$2,289,717	$595,000	$—	$98,177	$3,673,711
President and Chief	2017	$651,923	$2,021,723	$1,054,680	$—	$78,851	$3,807,177
Executive Officer	2016	$625,000	$1,515,464	$684,000	$—	$38,182	$2,862,646

Michael M. Ludwig	2018	$113,077	$851,580	$62,667	$—	$2,820	$1,030,144
Sr VP Finance, Chief
Financial Officer and
Treasurer

Robert C. Daigle	2018	$366,790	$444,111	$153,000	$154,466	$36,872	$1,155,238
Sr VP and Chief	2017	$353,462	$455,487	$282,144	$120,095	$95,291	$1,306,479
Technology Officer	2016	$345,000	$420,838	$193,584	$12,036	$19,555	$991,013

Jeffrey M. Grudzien	2018	$341,095	$444,111	$103,000	$63,890	$40,487	$992,582
Sr VP and General Manager	2017	$411,539	$707,204	$416,648	$49,914	$42,237	$1,628,542
of ACS	2016	$400,000	$420,838	$224,880	$5,349	$23,013	$1,074,080

Helen Zhang	2018	$352,636	$400,428	$202,000	$—	$109,499	$1,064,563
Sr. VP PES and	2017	$320,928	$455,487	$301,516	$—	$108,523	$1,186,454
President Rogers Asia⁽⁴⁾	2016	$323,222	$405,076	$158,181	$—	$117,370	$1,003,849

Mark D. Weaver	2018	$250,000	$78,629	$38,719	$—	$10,141	$401,117
Principal Accounting Officer
and Corporate Controller
(former Principal Financial
Officer)

Janice E. Stipp⁽⁵⁾	2018	$172,000	$669,806	$—	$—	$1,637,027	$2,478,833
Former Sr. VP Finance,	2017	$411,539	$707,204	$416,648	$—	$43,237	$1,578,628
Chief Financial Officer	2016	$400,000	$420,838	$224,880	$—	$23,013	$1,068,731
and Treasurer



Name	401(k) Match	Relocation, Housing and Transportation Allowance (1)	Executive Physical	Insurance (2)	Deferred Compensation Company Match (3)	All Other Compensation Total
Name	401(k) Match	Relocation, Housing and Transportation Allowance (1)	Executive Physical	Insurance (2)	Deferred Compensation Company Match (3)	All Other Compensation Total
Bruce D. Hoechner	$9,104	$0	$5,904	$2,124	$21,050	$38,182


Janice E. Stipp	$9,077	$7,087	$0	$2,124	$4,725	$23,013


Robert C. Daigle	$9,031	$0	$0	$2,124	$8,400	$19,555


Jay Knoll	$6,419	$43,357	$8,301	$2,124	$0	$60,201


Helen Zhang	$0	$67,484	$3,012	$46,874	$0	$117,370


1.	To elect ~~seven~~eight members of the Board of Directors for the ensuing year: Keith L. Barnes, Michael F. Barry, Bruce D. Hoechner, Carol R. Jensen, Ganesh Moorthy, Jeffrey J. Owens, Helene Simonet and Peter C. Wallace.


3.	To ~~recommend, by non-binding advisory~~ vote ~~the frequency of future non-binding advisory votes~~ on the ~~compensation~~approval of the ~~Company’s named executive officers.~~Rogers Corporation 2019 Long-Term Equity Compensation Plan.



Name and Address of Beneficial Owner	Shares Beneficially Owned	Percent of Class (1)
BlackRock, Inc. (2) 55 East 52^nd Street New York, NY 10055	2,042,924	11.3
Neuberger Group (3) 1290 Avenue of the Americas New York, NY 10104	1,517,643	8.4
The Vanguard Group (4) 100 Vanguard Blvd. Malvern, PA 19355	1,510,378	8.4
Dimensional Fund Advisors, LP (5) 6300 Bee Cave Road, Building One Austin, TX 78746	1,010,156	5.6
Wellington Group (6) c/o Wellington Management Company LLP 280 Congress Street Boston, MA 02210	1,000,403	5.5



Name	Board	Audit	Compensation and Organization	Nominating and Governance
Keith L. Barnes	Ÿ		Ÿ	Ÿ
Michael F. Barry	Ÿ	Ÿ	Chair
Bruce D. Hoechner	Ÿ
Carol R. Jensen	Ÿ	Ÿ		Ÿ
William E. Mitchell*	Ÿ	Ÿ		Ÿ
Ganesh Moorthy	Ÿ	Ÿ	Ÿ
Helene Simonet	Ÿ	Chair	Ÿ
Peter C. Wallace	Ÿ		Ÿ	Chair
Number of Meetings in 2016	7	8	7	4



NEO	2015 Salary	2016 Salary	Salary % Increase for 2016
Bruce D. Hoechner	$625,000	$625,000	0%
Janice E. Stipp	$400,000⁽¹⁾	$400,000	0%
Jay Knoll	$350,000	$350,000	0%
Robert C. Daigle	$345,000	$345,000	0%
Helen Zhang	$340,700	$340,700	0%


(1)	~~Ms. Stipp was paid a sign-on bonus when she joined the Company in November 2015.~~


~~(4)~~(3)	~~Reflects~~With respect to 2018, reflects the total amount of All Other Compensation reported in the “All Other Compensation for Fiscal Year ~~2016”~~2018” table set forth on page ~~33.~~30.


~~(6)~~(5)	~~Using 2016 12-month average currency exchange rate of 6.64310 CNY per USD.~~ The ~~same exchange rate has been applied, where applicable,~~stock awards granted to Ms. Stipp in 2018 were forfeited prior to vesting when her employment with the ~~remaining compensation tables.~~Company ended.



Name	401(k) Match		Relocation, Housing and Transporta-tion Allowance		Executive Physical	Life Insurance Premiums		Deferred Compensation Company Match	Consult-ing Fee	Severance	All Other Compensa-tion Total
Name	401(k) Match		Relocation, Housing and Transporta-tion Allowance		Executive Physical	Life Insurance Premiums		Deferred Compensation Company Match	Consult-ing Fee	Severance	All Other Compensa-tion Total
Bruce D. Hoechner	$	14,058	$15,405	⁽¹⁾	$13,469	$2,880		$52,365	$—	$—	$98,177

Michael M. Ludwig	$	2,100	$—		$—	$720		$—	$—	$—	$2,820

Robert C. Daigle	$	8,487	$—		$3,248	$2,880		$22,257	$—	$—	$36,872

Jeffrey M. Grudzien	$	10,101	$—		$11,980	$2,880		$15,526	$—	$—	$40,487

Helen Zhang	$—		$62,140		$—	$47,359	⁽²⁾	$—	$—	$—	$109,499

Mark D. Weaver	$	8,413	$—		$—	$1,728		$—	$—	$—	$10,141

Janice E. Stipp⁽³⁾	$	11,333	$—		$—	$1,200		$36,648	$215,000	$1,372,846	$1,637,027


(2)	~~Reflects amounts paid by Rogers for life insurance premiums.~~ For Ms. Zhang, this represents the Company’s payment of ~~supplementary~~Supplementary Insurance Allowance ($~~19,569,~~19,234), Supplementary Insurance Allowance Reimbursement ($~~7,527)~~7,398), ~~other statutory benefits~~Statutory Benefits ($~~15,890)~~15,288), and Other Benefits ($~~3,888)~~5,440).



								All other
								Stock	Grant Date
								Awards:	Fair Value
		Estimated Possible			Estimated Future Payouts			Number of	of Stock
	Grant	Payouts under Non-Equity			under Equity Incentive			Shares of	and Option
	Date	Incentive Plan Awards			Plan Awards (Expressed in Shares)			Stock or	Awards
Name						(1)		Units	(2)
		Threshold	Target	Maximum	Threshold	Target	Maximum
Bruce D.			$625,000	$2,500,000
Hoechner	2/10/2016							16,925	$757,732
	2/10/2016				0	16,925	33,850		$757,732
Janice			$200,000	$500,000
Stipp	2/10/2016							4,700	$210,419
	2/10/2016				0	4,700	9,400		$210,419
Robert C.			$172,500	$500,000
Daigle	2/10/2016							4,700	$210,419
	2/10/2016				0	4,700	9,400		$210,419
Jay B.			$175,000	$500,000
Knoll	2/10/2016							4,050	$181,318
	2/10/2016				0	4,050	8,100		$181,318
Helen			$170,350	$500,000
Zhang	2/10/2016							4,600	$205,942
	2/10/2016				0	4,600	9,200		$205,942



Name	Grant Date	Estimated Possible Payouts under Non-Equity Incentive Plan Awards			Estimated Future Payouts under Equity Incentive Plan Awards (Expressed in Shares)⁽¹⁾			All other Stock Awards: Number of Shares of Stock or Units	Grant Date Fair Value of Stock and Option Awards




		Threshold	Target	Maximum	Threshold	Target	Maximum
Bruce D. Hoechner			$700,000	$2,500,000
	2/8/2018							6,300	$917,343
	2/8/2018				0	9,425	18,850		$1,372,374
Michael M. Ludwig			$273,000	$500,000
	9/17/2018							2,400	$340,632
	9/17/2018				0	3,600	7,200		$510,948
Robert C. Daigle			$203,500	$500,000
	2/8/2018							1,525	$222,055
	2/8/2018				0	1,525	3,050		$222,055
Jeffrey M. Grudzien			$189,750	$500,000
	2/8/2018							1,525	$222,055
	2/8/2018				0	1,525	3,050		$222,055
Helen Zhang			$199,650	$500,000
	2/8/2018							1,375	$200,214
	2/8/2018				0	1,375	2,750		$200,214
Mark D. Weaver			$83,036	$166,072
	2/8/2018							270	$39,315
	2/8/2018				0	270	540		$39,315
Janice E. Stipp⁽²⁾			$279,500	$750,000
	2/8/2018							2300	$334,903
	2/8/2018				0	2300	4600		$334,903


(1)	Represents performance-based RSUs where the actual number of shares to be issued will vary depending upon the Company’s TSR relative to ~~a group of peer~~Index companies during the Company’s ~~2016~~2018 through ~~2018~~2020 performance cycle. These ~~peer~~Index companies were selected by the Committee at the time of ~~grant.~~grant, as described above.


(2)	~~Reflects~~The stock awards granted to Ms. Stipp in 2018 were forfeited prior to vesting when her employment with the ~~aggregate grant date fair value for time-based RSUs and performance-based RSUs.~~Company ended.



	Option Awards					Stock Awards
								Equity Incentive Plan
								Plan Awards:	Plan Awards:

Name	Grant Date	Number of				Number	Market Value of	Number of	Market or
		Securities				of Shares	Shares or	Unearned Shares,	Payout Value of
		Underlying				or Units of	Units of	Units or Other	Unearned Shares,
		Unexercised	Option		Option	Stock That	Stock That	Rights That	Units or Other
		Options	Exercise		Expiration	Have Not	Have Not	Have Not	Rights That Have
		Exercisable	Price		Date	Vested	Vested	Vested	Not Vested
					(1)	(2)	(3)	(4)	(3)
Bruce D.	10/3/2011	23,200	$	37.05	10/3/2021
Hoechner	2/11/2014					3,825	$293,798
	2/18/2015					6,100	$468,541
	2/10/2016					16,925	$1,300,009
	2/18/2015							18,300	$1,405,623
	2/10/2016							33,850	$2,600,019
Janice	11/9/2015					2,600	$199,706
Stipp	2/10/2016					4,700	$361,007
	11/9/2015							7,800	$599,118
	2/10/2016							9,400	$722,014
Robert C.	5/12/2011	5,800	$	47.89	5/12/2021
Daigle	2/9/2012	8,000	$	41.27	2/9/2022
	2/11/2014					1,108	$85,105
	2/18/2015					1,700	$130,577
	2/10/2016					4,700	$361,007
	2/18/2015							5,100	$391,731
	2/10/2016							9,400	$722,014
Jay B.	11/10/2014					717	$55,073
Knoll	2/18/2015					1,216	$93,401
	2/10/2016					4,050	$311,081
	2/18/2015							3,650	$280,357
	2/10/2016							8,100	$622,161
Helen	11/24/2014					1,650	$126,737
Zhang	2/18/2015					1,483	$113,909
	2/10/2016					4,600	$353,326
	2/18/2015							4,450	$341,805
	2/10/2016							9,200	$706,652



					Equity Incentive Plan
	Grant Date	Number of Shares of Units of Stock That Have Not Vested⁽¹⁾	Market Value of Shares or Units of Stock That Have Not Vested⁽²⁾		Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾	Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾
Bruce D. Hoechner	2/11/2016	5,642	$	558,897
	2/9/2017	6,750	$	668,655
	2/8/2018	6,300	$	624,078
	2/11/2016				33,850	$	3,353,181
	2/9/2017				30,350	$	3,006,471
	2/8/2018				18,850	$	1,867,281
Michael M. Ludwig	9/17/2018	2,400	$	237,744
	9/17/2018				7,200	$	713,232
Robert C. Daigle	2/11/2016	1,567	$	155,227
	2/9/2017	1,900	$	188,214
	2/8/2018	1,525	$	151,067
	2/11/2016				9,400	$	931,164
	2/9/2017				5,700	$	564,642
	2/8/2018				3,050	$	302,133
Jeffrey M. Grudzien	2/11/2016	1,567	$	155,227
	2/9/2017	1,900	$	188,214
	2/8/2018	1,525	$	151,067
	2/11/2016				4,700	$	465,582
	2/9/2017				2,850	$	282,321
	2/8/2018				1,525	$	151,067
Helen Zhang	2/11/2016	1,533	$	151,859
	2/9/2017	1,900	$	188,214
	2/8/2018	1,375	$	136,208
	2/11/2016				9,200	$	911,352
	2/9/2017				5,700	$	564,642
	2/8/2018				2,750	$	272,415
Mark D. Weaver	11/13/2017	605	$	59,931
	2/8/2018	270	$	26,746
	2/8/2018				540	$	53,492
Janice E. Stipp	2/11/2016	—	$	—
	2/9/2017	—	$	—
	2/8/2018	—	$	—
	2/11/2016				—	$	—
	2/9/2017				—	$	—
	2/8/2018				—	$	—


~~(3)~~(2)	Calculation based on the closing price of the Company’s ~~common~~capital stock of ~~$76.81~~$99.06 per share on December ~~30, 2016 (the last trading day of the Company’s fiscal year).~~31, 2018.


(1)	With respect to performance-based RSUs, reflects the shares earned for performance during the ~~2014 - 2016~~2015-2017 period at the closing price ~~of $76.81 of Rogers’ stock on December 30, 2016, the last day of the performance period.~~


~~(2)~~	~~With respect to the phantom stock award previously made to Ms. Zhang and time-based RSUs, reflects the value of shares vesting during 2016 based~~per share on the ~~closing price~~date of ~~Rogers’ stock on the respective vesting dates.~~


~~(3)~~	~~Includes vesting of 1,683 shares of phantom stock granted in 2013.~~vesting.



Name	Plan Name	Number of Years Credited Service	Present Value of Accumulated Benefit	Payments During the Last Fiscal Year
Bruce D. Hoechner (1)	Rogers Corporation Pension Plan	0	0	0
	Rogers Corporation Pension Restoration Plan	0	0	0
Janice E. Stipp (1)	Rogers Corporation Pension Plan	0	0	0
	Rogers Corporation Pension Restoration Plan	0	0	0
Robert C. Daigle	Rogers Corporation Pension Plan	25	740,379	0
	Rogers Corporation Pension Restoration Plan	25	154,619	0
Jay Knoll (1)	Rogers Corporation Pension Plan	0	0	0
	Rogers Corporation Pension Restoration Plan	0	0	0
Helen Zhang (1)	Rogers Corporation Pension Plan	0	0	0
	Rogers Corporation Pension Restoration Plan	0	0	0


(1)	Salaried employees hired after December 31, 2007 are ineligible to participate in Rogers Corporation’s Pension Plan or Pension Restoration Plan.


		Registrant
	Executive	Contributions in	Aggregate		Aggregate	Executive	Registrant	Aggregate		Aggregate
	Contributions in	the Last Fiscal	Earnings in the	Aggregate	Balance at Last	Contributions in		Earnings in the	Aggregate	Balance at Last
	the Last Fiscal	Year	Last Fiscal Year	Withdrawals	Fiscal Year	the Last Fiscal		Last Fiscal	Withdrawals	Fiscal Year
Name	Year (1)	(2)	(3)	Distribution	End (5)	Year⁽¹⁾	Year⁽²⁾	Year⁽³⁾	Distribution	End
Bruce D. Hoechner	$45,300	$21,050	$18,958	$0	$399,712	$105,654	$52,365	($7,045)	$—	$710,019
Michael M. Ludwig						$—
Robert C. Daigle						$279,288	$22,257	($84,716)	$—	$985,142
Jeffrey M. Grudzien						$31,052	$15,526	$2,491	($23,812)	$76,648
Helen Zhang⁽⁴⁾						$—
Mark D. Weaver						$—
Janice E. Stipp	$40,000	$4,725	$2,273	$0	$46,998	$71,908	$36,648	$8,413	($232,490)	$36,648
Robert C. Daigle	$55,016	$8,400	$35,027	-$28,561	$431,055
Jay Knoll	$0		$2,042	$0	$17,121
Helen Zhang (4)	$0


(1)	Deferred earnings are included in the “Salary” (Messrs. Hoechner, Daigle, and ~~Daigle~~Grudzien and Ms. Stipp) and “Non-Equity Incentive Plan Compensation” (Messrs. Hoechner, Daigle, and ~~Daigle)~~Grudzien) columns of the Fiscal Year 2018 Summary Compensation Table on page ~~32.~~29.


(2)	Reflects ~~2016~~2018 matching credit on executive contributions; included in the “Deferred Compensation Company Match” column in the All Other Compensation Table on page ~~37.~~30.


(3)	Reflects interest and investment returns on balances in ~~2016.~~2018.


~~(5)~~	~~This column includes amounts for Mr. Hoechner ($169,215) and Mr. Daigle ($350,119) which had been previously reflected in Summary Compensation tables.~~



	~~Length of Severance Pay~~
~~Length of Service~~	~~Basic Severance Pay~~	~~Additional Severance Pay~~	~~Total Potential Severance~~
~~Under 6 months~~	~~4 weeks~~	~~2 weeks~~	~~6 weeks~~
~~6 months to under 1 year~~	~~4 weeks~~	~~4 weeks~~	~~8 weeks~~
~~1 year to under 4 years~~	~~4 weeks~~	~~6 weeks~~	~~10 weeks~~
~~4 years to under 7 years~~	~~4 weeks~~	~~8 weeks~~	~~12 weeks~~
~~7 years to under 21 years~~	~~4 weeks~~	~~8 weeks plus 2 weeks for each~~	~~Based on years of service~~
		~~year of service over 6 years~~
~~21 years and more~~	~~4 weeks~~	~~36 weeks plus 1 week for each~~	~~Based on years of service~~
		~~year of service over 20 years~~


Summary of Separation Benefits	Termination by Rogers without Cause absent a CIC		Termination by Rogers without Cause or by Constructive Termination on or after a CIC			Termination Due to Death or Disability		Termination Due to Retirement
Summary of Separation Benefits⁽¹⁰⁾									Termination by Rogers without Cause or by NEO for Good Reason absent a CIC			Termination by Rogers without Cause or by NEO for Good Reason on or after a CIC			Termination Due to Death or Disability			Termination Due to Retirement⁽⁹⁾
Bruce D. Hoechner
Cash Severance	$1,081,731	(1)		$3,125,000	(3)	$0	(9)	$0		$2,800,000	⁽¹⁾		$3,500,000	⁽⁴⁾	$—			$—
Accelerated Vesting of Unvested Equity	$0			$2,964,226	(4)	$1,861,157	(10)	$0	$—				$3,853,198	⁽⁵⁾		$3,146,681	⁽⁷⁾	$—
Benefits Continuation	$28,440	(2)		$70,246	(5)	$0		$0		$36,891	⁽²⁾		$36,891	⁽⁶⁾	$—			$—
Retirement Benefits	$0			$0		$0		$0	$—			$—			$—			$—
Outplacement Services	$0			$8,500	(7)	$0		$0		$50,000	⁽³⁾		$50,000	⁽³⁾	$—			$—
280G Payment Reduction	N/A			-$301,430	(8)	N/A		N/A
Total Pre-Tax Payment	$1,110,171			$5,866,542		$1,861,157		$0		$2,886,891			$7,440,089			$3,146,681		$—
Janice E. Stipp
Mike Ludwig
Cash Severance	$600,000	(1)		$1,500,000	(3)	$0	(9)	$0		$693,000	⁽¹⁾		$1,386,000	⁽⁴⁾	$—			$—
Accelerated Vesting of Unvested Equity	$0			$880,755	(4)	$503,095	(10)	$0	$—				$265,032	⁽⁵⁾		$50,086	⁽⁷⁾	$—
Benefits Continuation	$0			$65,689	(5)	$0		$0		$7,697	⁽²⁾		$11,546	⁽⁶⁾	$—			$—
Retirement Benefits	$0			$0		$0		$0	$—				$0		$—			$—
Outplacement Services	$0			$8,500	(7)	$0		$0		$50,000	⁽³⁾		$50,000	⁽³⁾	$—			$—
280G Payment Reduction	N/A			-$812,779	(8)	N/A		N/A
Total Pre-Tax Payment	$600,000			$1,642,165		$503,095		$0		$750,697			$1,712,578			$50,086		$—
Robert C. Daigle
Cash Severance	$325,096	(1)		$1,293,750	(3)	$0	(9)	$0		$573,500	⁽¹⁾		$1,147,000	⁽⁴⁾	$—			$—
Accelerated Vesting of Unvested Equity	$0			$827,628	(4)	$521,002	(10)	$0	$—				$870,321	⁽⁵⁾		$688,873	⁽⁷⁾	$—
Benefits Continuation	$26,088	(2)		$68,359	(5)	$0		$0		$24,594	⁽²⁾		$36,891	⁽⁶⁾	$—			$—
Retirement Benefits	$0			$318,317	(6)	$0		$0	$—				$415,967	⁽⁸⁾	$—			$—
Outplacement Services	$0			$8,500	(7)	$0		$0		$50,000	⁽³⁾		$50,000	⁽³⁾	$—			$—
280G Payment Reduction	N/A			$0		N/A		N/A
Total Pre-Tax Payment	$351,184			$2,516,554		$521,002		$0
Jay Knoll
Cash Severance	$67,308	(1)		$1,312,500	(3)	$0	(9)	$0
Accelerated Vesting of Unvested Equity	$0			$656,726	(4)	$303,403	(10)	$0
Benefits Continuation	$5,053	(2)		$65,689	(5)	$0		$0
Retirement Benefits	$0			$0	(6)	$0		$0
Outplacement Services	$0			$8,500	(7)	$0		$0
280G Payment Reduction	N/A			-$571,056	(8)	N/A		N/A
Total Pre-Tax Payment	$72,361			$1,472,358		$386,709		$0		$648,094			$2,520,179			$688,873		$—
Helen Zhang
Cash Severance	$0			$0		$0		$0	$—			$—			$—			$—
Accelerated Vesting of Unvested Equity	$0			$825,708	(4)	$496,107	(10)	$0	$—				$852,094	⁽⁵⁾		$681,208		$—
Benefits Continuation	$0			$0		$0		$0	$—			$—			$—			$—
Retirement Benefits	$0			$0		$0		$0	$—			$—			$—			$—
Outplacement Services	$0			$0		$0		$0	$—			$—			$—			$—
280G Payment Reduction	N/A			N/A		N/A		N/A
Total Pre-Tax Payment	$0			$825,708		$496,107		$0	$—				$852,094			$681,208		$—



⁽¹⁾		Messrs. Daigle and Knoll are eligible to receive cash severance benefits (base salary only) under the Severance Policy, while Mr. Hoechner and Ms. Stipp are eligible to receive severance benefits under their offer letters. The severance period (assuming, in the cases of Messrs. Daigle and Knoll, the NEO signs a General Release and Settlement Agreement) for these executives is 49, 10, 90 and 52 weeks, respectively.