Donna Costello
ROGERSAbout Donna Costello
Independent director at Rogers Corporation; age 52 as of March 26, 2025; joined the Board January 13, 2024. She serves on the Audit Committee and is designated an SEC “audit committee financial expert.” Former CFO of C&D Technologies (2016–2020) and Sequa Corporation (CFO 2008–2016; VP, Controller & Chief Accounting Officer 2002–2008). Current external public company directorship: CTS Corporation (Audit Committee Chair; member of Compensation & Talent Committee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&D Technologies, Inc. | Chief Financial Officer | 2016–2020 | Senior finance leadership in energy storage solutions |
| Sequa Corporation | Chief Financial Officer | 2008–2016 | Senior finance leadership at parent of Chromalloy |
| Sequa Corporation | VP, Controller & Chief Accounting Officer | 2002–2008 | Financial reporting and controls leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CTS Corporation (NYSE: CTS) | Director | Since 2021 | Audit Committee Chair; Compensation & Talent Committee member |
| Neenah, Inc. (NYSE: NP; acquired by Mativ) | Director | 2019–2022 | Audit Committee Chair; Compensation Committee member |
| Horizon Global Corporation (NASDAQ: HZN; acquired) | Director | 2021–2023 | Audit Committee member |
Board Governance
- Committee assignments: Audit Committee member; Board has three standing committees (Audit; Compensation & Organization; Nominating, Governance & Sustainability), each chaired by an independent director.
- Audit expertise: Board designates Ms. Costello as an “audit committee financial expert.”
- Independence: 8 of 9 directors independent; all committee members are independent. Separate CEO and Independent Board Chair; majority vote policy for uncontested elections; regular executive sessions of independent directors.
- Attendance: Board met 5 times in 2024; committees held 18 meetings (Audit 8; Compensation 5; Nominating 5). Each incumbent director serving during 2024 attended >94% of aggregate Board/committee meetings; avg 96% (excl. one retired director). All directors attended the 2024 Annual Meeting.
- Tenure on ROG Board: 1 year as of March 26, 2025.
- Say‑on‑Pay context: 98% approval at the most recent annual meeting (company‑level signal of investor support).
| Committee | 2024 Membership | 2024 Meetings |
|---|---|---|
| Audit | Costello (member); Megan Faust (Chair); Larry Berger; Armand Lauzon; Anne Roby | 8 |
| Compensation & Organization | Owens (Chair); Faust; Lauzon; Wallace | 5 |
| Nominating, Governance & Sustainability | Berger (Chair); Owens; Roby; Wallace | 5 |
Fixed Compensation
| Year | Cash Fees | Equity Awards (DSUs) | Total |
|---|---|---|---|
| 2024 | $81,250 | $233,060 (fair value) | $314,310 |
Director fee framework (2024): Annual cash retainer $65,000; additional retainers—Audit Chair $24,500 / Audit member $10,000; Compensation Chair $20,000 / member $7,500; Nominating Chair $10,000 / member $5,000.
Equity awards (2024):
- Jan 22, 2024: Pro‑rated DSU award of units representing 450 shares (for service prior to 2024 AGM).
- May 2, 2024: Annual DSU award of units representing 1,500 shares (for all non‑management directors).
- Vesting/Settlement: 2024 DSUs fully vested at grant; generally settled in stock on the 13‑month anniversary unless director elects to defer; accelerated settlement upon death, disability, separation from service, or change in control.
- Perquisites: None for non‑management directors; reimbursed reasonable expenses and up to $5,000 annually for director education/training.
Performance Compensation
| Feature | 2024 DSUs | 2025 Policy Update |
|---|---|---|
| Performance metrics tied to director equity | None disclosed (time‑based DSUs) | None disclosed (time‑based DSUs) |
| Vesting | Fully vested on grant date | One‑year vesting for DSUs granted starting 2025 |
| Settlement | Stock settled ~13 months post‑grant unless deferred; accelerated on death, disability, separation, or change in control | Settled promptly after one‑year vest unless deferred; accelerated on death, disability, removal without cause, or change in control |
Note: On Dec 5, 2024, the Board formalized the Director Compensation Policy effective Jan 1, 2025; cash fees unchanged; equity grants subject to one‑year vesting starting in 2025.
Other Directorships & Interlocks
- Current public boards: CTS Corporation (Audit Chair; Compensation & Talent member).
- Prior public boards: Neenah, Inc. (Audit Chair; Compensation member); Horizon Global Corporation (Audit member).
- Related‑party transactions: None involving directors/officers >$120,000 since Jan 1, 2024.
Expertise & Qualifications
- Deep financial leadership: Former CFO at C&D Technologies and Sequa; prior Controller/CAO experience.
- Audit/financial reporting: Designated SEC “audit committee financial expert.”
- Industry exposure: Manufacturing, industrial/technology components and energy storage markets via prior roles and board service.
Equity Ownership
| Holder | Beneficial Ownership | % of Shares Outstanding |
|---|---|---|
| Donna M. Costello | 1,950 shares | <1.0% (per proxy “*”) |
Alignment policies:
- Director stock ownership guideline: ≥5x base annual retainer within five years of first annual meeting after joining; as of Dec 31, 2024, all directors either compliant or within the five‑year transition period.
- Hedging/pledging: Prohibited for directors and executive officers (no hedging, no margin accounts or pledging).
Governance Assessment
- Strengths for investor confidence: Independent director with CFO background and SEC “financial expert” designation; serves on Audit Committee; strong attendance culture (>94% for incumbents in 2024); separate CEO/independent Chair; majority vote and executive sessions; robust insider trading and related‑party policies.
- Pay/ownership alignment: Majority of director pay in DSUs; 2025 shift to one‑year vesting improves long‑term alignment; stringent 5x retainer ownership guideline; hedging/pledging prohibited.
- Conflicts/related‑party exposure: No related‑party transactions disclosed since Jan 1, 2024; external roles disclosed with no indicated conflicts.
- Company‑level sentiment: 98% say‑on‑pay support at the most recent meeting underpins governance credibility.
No RED FLAGS identified in disclosures regarding attendance, compensation anomalies, hedging/pledging, or related‑party transactions.