Anne K. Roby
ROGERSAbout Anne K. Roby
Anne K. Roby, age 60, is an independent director of Rogers Corporation, serving since 2023. She is the retired Executive Vice President of Linde plc (retired in 2020), with global responsibility spanning technology, market development, operational excellence, digitalization, procurement, strategic sales, sustainability, safety/health/environment, and business leadership for Praxair Surface Technologies, Electronic Materials, and Helium/Rare Gases; she holds four patents in industrial gas applications. Current external roles include boards of AMG Critical Materials N.V., Twelve, Rinchem, Villanova University Board of Trustees, and Nuvance Health Network (Chair of the Nomination and Governance Committee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linde plc (post Linde AG–Praxair merger) | Executive Vice President; member of executive leadership team | Retired 2020 | Led global technology, market development, operational excellence, digitalization, procurement, strategic sales, sustainability, safety/health/environment; oversight of Praxair Surface Technologies, Electronic Materials, Helium/Rare Gases |
| Praxair (pre-merger) | Senior leadership over engineering, product line development, project execution | Not disclosed | Built engineering/product execution capabilities |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| AMG Critical Materials N.V. | Director | Current | Public company; metals/materials exposure |
| Twelve | Director | Current | Private company (carbon transformation); disclosure lists board service |
| Rinchem | Director | Current | Private company (chemicals logistics); disclosure lists board service |
| Villanova University | Board of Trustees | Current | Governance oversight |
| Nuvance Health Network | Director; Chair, Nomination & Governance Committee | Current | Committee leadership |
| CMC Materials, Inc. | Director | Prior (2021–2022) | Prior public company board |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Sustainability (NG&S) Committee member; not a chair. Audit held 8 meetings in 2024; NG&S held 5; the Board held 5 meetings. Each incumbent director serving during 2024 attended more than 94% of aggregate Board/committee meetings; average director attendance was 96%.
- Independence: Board determined all nominees other than the CEO are independent under NYSE standards and Company categorical standards; Anne Roby is independent.
- Leadership and engagement: Separate CEO and Independent Board Chair (Peter C. Wallace); majority-independent Board (8 of 9 directors); non-management directors hold executive sessions generally at each in-person, regularly scheduled Board meeting.
- ESG oversight: NG&S Committee oversees ESG practices and reporting; Board and NG&S engaged on ESG program structure, GHG goal setting, regulatory developments, and reporting in 2024.
- Audit Committee financial expertise: Committee members Costello, Faust, and Lauzon are designated “audit committee financial experts”; Roby is not so designated.
- Majority vote resignation policy: In uncontested elections, any nominee with more “withheld” than “for” must tender resignation for NG&S/Board consideration.
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $80,000 | Base annual retainer $65,000; Audit member retainer $10,000; NG&S member retainer $5,000 |
| Stock Awards (DSUs) | $180,000 | Annual DSU grant on May 2, 2024, structured as units representing 1,500 shares for each non-management director; fully vested on grant; typically settled 13 months post-grant unless director elects deferral |
| Total 2024 Director Compensation | $260,000 | Sum of cash and DSU awards |
Additional structural features:
- 2024 director compensation policy: Annual retainer and committee fees; annual DSU valued at $180,000, number of units based on 30-trading-day average price; non-management directors receive pro-rated DSU grants if joining mid-year; starting in 2025, DSUs vest over one year with accelerated vesting upon death, disability, removal without cause, or change in control.
- No perquisites; reimbursement for meeting-related expenses; up to $5,000 annually for director education/training programs.
Performance Compensation
| Element | Performance-Based? | Terms |
|---|---|---|
| Annual DSU grant | No | Time-based vesting; 2024 grants fully vested upon grant; from 2025, one-year vesting; settlement generally after vesting unless deferral is elected |
- Rogers does not use performance-based pay metrics (e.g., revenue/EBITDA/TSR) for director compensation; such metrics apply to executive officer incentive programs, not to directors.
Other Directorships & Interlocks
| Counterparty | Relationship to ROG | Interlock/Conflict Notes |
|---|---|---|
| AMG Critical Materials N.V. | External board service | No related-party transactions involving directors reported since Jan 1, 2024; independence standards cap counterparty transactions where a director is an executive officer at <1% of that company’s revenues; none disclosed. |
| Nuvance Health Network | External board; committee chair | Non-profit; no related-party transactions disclosed. |
| Twelve; Rinchem | External boards | Private companies; no related-party transactions disclosed. |
| CMC Materials, Inc. | Prior board (2021–2022) | Prior service; no current transactions disclosed. |
Expertise & Qualifications
- Senior global business executive experience in technology, operations, cybersecurity, and sustainability; four patents in industrial gas applications.
- Board committee experience: Audit Committee member; NG&S Committee member.
- ESG oversight capability via NG&S Committee mandate.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,265 | Includes 615 shares held by a trust for which Dr. Roby is co-trustee and shares voting/dispositive power with co-trustee. |
| Shares outstanding (record date) | 18,518,923 | Annual meeting record date: Feb 26, 2025. |
| Ownership as % of shares outstanding (approx.) | ~0.018% | Derived from 3,265 / 18,518,923; underlying values cited above. |
| Director stock ownership guideline | ≥5x base annual retainer by fifth anniversary | Applies to non-management directors; Company states all directors were either in compliance or within the five-year transition period as of Dec 31, 2024. |
| Hedging/pledging | Prohibited for directors (hedging transactions, margin accounts, pledging as collateral) | Included in Insider Trading Policy. |
| 2024 DSU grant | Units representing 1,500 shares; fully vested; settlement typically ~13 months | May 2, 2024 grant; valued at $180,000; settlement timing per DSU program. |
Governance Assessment
- Effectiveness and alignment:
- Independent director with dual committee assignments (Audit; NG&S), supporting financial oversight and ESG governance; Board majority independent (8/9), separate Board Chair, executive sessions of non-management directors, and majority vote resignation policy in place.
- High engagement: Board and committees met 23 times in 2024; each incumbent director attended >94% of assigned meetings; average 96% (excluding one retiring director).
- Strong alignment mechanisms: DSU-based equity for directors; rigorous director stock ownership guideline (≥5x retainer) with broad compliance/transition status; hedging/pledging prohibited.
- Shareholder sentiment: Say-on-pay support ~98% at 2024 meeting, signaling confidence in compensation governance.
- Conflicts and risk indicators:
- Related-party transactions: None involving directors or immediate family reported since Jan 1, 2024.
- Legal proceedings/bankruptcy/adverse orders involving nominees: None material reported in past 10 years.
- Consultant independence: Compensia retained by Compensation Committee; independence assessed annually.
- RED FLAGS: None disclosed. Monitor potential perceived conflicts from external boards in materials/chemicals supply chains (e.g., AMG, Rinchem), though Company reports no related-party transactions and categorical independence safeguards. Roby is not designated as an “audit committee financial expert,” which modestly limits formal financial expertise credentials on the Audit Committee (balanced by other members holding the designation).