Armand F. Lauzon, Jr.
ROGERSAbout Armand F. Lauzon, Jr.
Independent director of Rogers Corporation since 2023; age 68 as of March 26, 2025. Veteran industrial CEO with >40 years leading manufacturing and energy businesses, including President & CEO of C&D Technologies (2015–2020), three Carlyle portfolio companies (2002–2014), President of Wyman Gordon (1999–2002), and operations roles at GE Aircraft Engines (1979–1985). Currently serves as Rogers’ Board Chair (appointed October 16, 2025) and is designated an Audit Committee Financial Expert. Independence affirmed by the Board under NYSE standards; Board attendance in 2024 exceeded 94% for all incumbents and average attendance was 96%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&D Technologies, Inc. | President, CEO, Director | Mar 2015 – Jan 2020 | Led power conversion/storage company through operational leadership |
| The Carlyle Group (portfolio companies) | CEO & Board Member (3 companies) | 2002 – 2014 | Transformation leadership in PE-backed industrials |
| Wyman Gordon (Precision Castparts Corp.) | President | 1999 – 2002 | Operations leadership in forged components |
| GE – Aircraft Engine Division | Operations positions | 1979 – 1985 | Early career operations foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zekelman Industries Inc. | Director | Since 2005 | Ongoing industrial board role |
| Northwest Hardwoods Inc. | Director | Since 2021 | Ongoing industrial board role |
| GCP Applied Technologies Inc. | Director | May 2020 – Sep 2022 | Exited upon acquisition by Saint-Gobain |
Board Governance
- Current role: Board Chair (effective immediately, announced October 16, 2025); prior Board Chair Peter C. Wallace not standing for re‑election in 2026.
- Committees: Audit Committee member; Compensation & Organization Committee member; not chair of either (Audit Chair: Megan Faust; Compensation Chair: Jeffrey J. Owens).
- Audit Committee Financial Expert designation: Costello, Faust, and Lauzon.
- Independence: Board determined all nominees except CEO are independent; Lauzon is independent.
- Attendance: Board held 5 meetings; committees held 18; each incumbent director attended >94% of aggregate meetings; average director attendance 96%; all directors attended the 2024 Annual Meeting.
- ESG and risk oversight: ESG oversight by NG&S Committee; Board and committees actively engaged on ESG topics in 2024; Board oversees Company risk with committees evaluating risks in their remit (including cybersecurity in Audit).
Fixed Compensation (Director)
| Component | Amount (USD) | Detail |
|---|---|---|
| Cash Fees (2024) | $82,500 | Board retainer $65,000; Audit member $10,000; Compensation member $7,500 |
| Board Chair Retainer (policy) | $80,000 | Applicable to Board Chair role per policy (cash) |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| DSU (annual grant) | May 2, 2024 | 1,500 | $180,000 | Fully vested on grant; settled ~13 months unless deferred |
| DSU (policy effective 2025) | Annual Meeting 2025 | N/A | Policy-based | One-year vesting; accelerated on death/disability/removal/CIC |
Performance metrics for director equity: None disclosed; DSUs are time-based without performance conditions.
Other Directorships & Interlocks
| Company | Sector Link to ROG | Potential Interlock/Conflict |
|---|---|---|
| Zekelman Industries; Northwest Hardwoods | Industrial/manufacturing | No related-party transactions reported by Rogers since Jan 1, 2024; Compensation Committee interlocks: none among members including Lauzon. |
- Activist/Shareholder engagement context: Starboard Value publicly supported Lauzon’s appointment as Chair and will not nominate directors for 2026; Board plans to add a new independent director with Starboard input. Governance signal of constructive engagement.
Expertise & Qualifications
- CEO/operations leadership across industrials; deep manufacturing experience aligned with Rogers’ engineered materials focus.
- Audit Committee Financial Expert (SEC definition) – adds financial reporting/accounting oversight depth.
- Public company board experience and governance leadership (now Board Chair).
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Armand F. Lauzon, Jr. | 7,000 | Includes 3,350 shares held by spouse |
| Ownership % of Outstanding | ≈0.04% | 7,000 / 18,518,923 outstanding shares as of Feb 26, 2025 |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging; margin accounts restricted |
| Director Ownership Guidelines | 5× base annual retainer within 5 years | All directors compliant or within transition period as of Dec 31, 2024 |
Governance Assessment
-
Strengths:
- Independent leadership with Lauzon as Board Chair, enhancing oversight and shareholder communications per bylaws-defined role.
- Financial reporting rigor: Audit Committee Financial Expert; Audit Committee oversight of auditor independence and cybersecurity risk.
- Attendance and engagement: Strong Board and committee attendance in 2024; executive sessions of independent directors held regularly.
- Alignment policies: Director stock ownership guidelines (5× retainer), clawback policy for executives, and anti-hedging/pledging enhance investor alignment and risk controls.
- Shareholder engagement: Constructive dialogue with Starboard; planned board refresh indicates responsiveness.
-
Potential Watch Items / RED FLAGS:
- Multiple external board commitments (Zekelman Industries; Northwest Hardwoods) – monitor time allocation as Board Chair, though no related-party transactions were reported.
- Auditor fees increased in 2024 (Total $4.08M vs $3.42M in 2023); Audit Committee pre-approval and oversight disclosed; continue monitoring ERP-related “All Other Fees”.
- No director-by-director attendance percentages disclosed; reliance on aggregate metrics; maintain focus on committee workloads and meeting frequency (Audit 8; Comp 5; NG&S 5 in 2024).
-
Compensation Structure (Directors):
- Cash/equity mix: Cash retainer plus annual DSUs ($180k) – straightforward, time-based equity without performance conditions; policy updated in 2025 to add one-year vesting for DSUs, modestly increasing retention/continuity.
-
Conflicts/Related Parties:
- None requiring disclosure: No transactions >$120,000 with directors/executives/families since Jan 1, 2024; Compensation Committee members (including Lauzon) reported no interlocks or insider participation issues.