Rogers Corp Form 4: Interim CEO receives 21.6K restricted shares

Rhea-AI Filing Summary

Rogers Corporation (ROG) – Form 4 insider filing: Interim President & CEO Omar El-Haj Ali reported the grant of 21,598 time-based restricted stock units (RSUs) on 07/12/2025. Each RSU converts into one share of Rogers common stock at no cost to the executive.

The RSUs are issued under the company’s 2019 Long-Term Equity Compensation Plan and will vest on the first anniversary of the grant, contingent on continued employment. Certain qualifying terminations would accelerate vesting. Following this award, the executive’s direct beneficial ownership totals 21,598 shares. No derivative securities were reported.

No sales, options, or other equity instruments were disclosed, and the filing contains no financial performance data. The transaction represents an equity-based incentive designed to align executive interests with shareholder value without immediate cash outlay by the company.

Positive

• Alignment of interests: Granting 21,598 RSUs ties the interim CEO’s compensation directly to share performance.
• No cash outflow: Equity-settled award preserves company cash resources.

Negative

• Share dilution: Issuance of new shares, although small, marginally increases outstanding share count.
• Lack of performance conditions: RSUs vest based solely on time, potentially limiting performance linkage.

Insights

Financial Analyst

TL;DR: Routine CEO RSU grant; mild shareholder dilution, aligns incentives, immaterial to near-term valuation.

The Form 4 records a one-time equity award of 21,598 RSUs to the interim CEO. With a grant price of $0, the award is fully equity-settled and will vest after one year, promoting retention during a leadership transition. The amount is modest and does not involve open-market purchases or sales, so cash flow and liquidity are unaffected. While the issuance causes minor dilution, it is typical for executive compensation plans and does not signal any change in the company’s fundamental outlook. Overall impact is neutral for valuation but positive for governance alignment.

Corporate Governance Specialist

TL;DR: Standard incentive structure; vesting terms encourage continuity, no red flags.

The RSU award conforms to the 2019 Long-Term Equity Compensation Plan, indicating board adherence to established policies. One-year cliff vesting plus accelerated vesting on qualifying termination is industry-standard for interim executives, providing balance between retention and flexibility. No multi-year or performance-based metrics are disclosed, suggesting a straightforward time-based approach befitting an interim role. Stakeholders should note that ownership alignment begins immediately, although true economic exposure occurs upon vesting. Governance impact: neutral to slightly positive, with no apparent compliance issues.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

El-Haj Ali Omar

(Last) (First) (Middle)

C/O ROGERS CORPORATION

2225 W CHANDLER BLVD

(Street)

CHANDLER AZ 85224

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ROGERS CORP [ ROG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Capital (Common) Stock	07/12/2025		A		21,598(1)	A	$0.0000	21,598	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents the award of Time-Based Restricted Stock Units that convert to common stock on a one-for-one basis pursuant to the 2019 Long-Term Equity Compensation Plan. The Restricted Stock Units will vest on the first anniversary of the grant, subject to the grantee's continued employment, with accelerated vesting upon certain qualifying terminations.

	Sherri L. Collver, with Power of Attorney	07/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Rogers (ROG) shares did the interim CEO acquire?

The filing discloses an award of 21,598 restricted stock units, convertible one-for-one into common shares.

What is the vesting schedule for the RSUs granted on 07/12/2025?

All RSUs will vest on the first anniversary of the grant date, subject to continued employment, with accelerated vesting upon certain qualifying terminations.

Did the insider pay anything for the shares?

No. The RSUs convert to common stock at a price of $0.0000 per share under the compensation plan.

Does this Form 4 indicate any insider selling activity?

No. The filing reports only an acquisition of RSUs; there were no sales or dispositions.

What is the insider’s total direct ownership after the transaction?

After the grant, Omar El-Haj Ali directly owns 21,598 shares of Rogers common stock.