Jeffrey J. Owens
ROGERSAbout Jeffrey J. Owens
Jeffrey J. Owens (age 70) is an independent director of Rogers Corporation, serving since 2017. He is the Chair of the Compensation & Organization Committee and a member of the Nominating, Governance & Sustainability Committee; he previously served as Executive Vice President and Chief Technology Officer of Delphi Automotive PLC until his retirement in 2017, with prior leadership roles including President of Delphi’s Electronics & Safety Division and President of Delphi Asia Pacific . The Board has determined he is independent under NYSE standards; 8 of 9 current directors are independent, and all directors (other than the CEO) satisfy the Company’s independence standards . As of March 26, 2025, his Board tenure is 7 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delphi Automotive PLC | EVP & Chief Technology Officer | Until 2017 (retired in 2017) | Led global technology, operations, and innovation; earlier roles included President, Electronics & Safety Division and President, Delphi Asia Pacific |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| indie Semiconductor | Director | Current | Public company directorship (current) |
| Cypress Semiconductor Corporation | Director | 2017–2020 | Former public company directorship |
Board Governance
- Current Board structure: Independent Board Chair (Peter C. Wallace) separate from CEO; 8 of 9 directors are independent; robust governance practices include majority vote policy, annual elections, executive sessions, clawback policy, and no dual-class or poison pill .
- Committee assignments (2024 activity, current membership): Owens is Chair of Compensation & Organization and member of Nominating, Governance & Sustainability; he is not listed on the Audit Committee in 2025 (Audit members: Faust (Chair), Berger, Costello, Lauzon, Roby) .
- Committee meeting cadence in 2024: Audit (8), Compensation & Organization (5), Nominating, Governance & Sustainability (5); Board met 5 times .
- Attendance: Each incumbent director serving during 2024 attended more than 94% of aggregate Board/committee meetings; average director attendance 96% (all directors at the 2024 Annual Meeting) .
- Independence/Interlocks: All nominees other than the CEO are independent; Compensation & Organization Committee interlocks requiring disclosure: none (Owens included) .
- ESG oversight: Nominating, Governance & Sustainability Committee oversees ESG integration and reporting; Owens serves on this committee .
- Insider trading, hedging and pledging: Directors and executive officers are prohibited from hedging and from purchasing or holding Company stock on margin or pledging securities as collateral .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual cash retainer | Non-management director annual retainer | $65,000 (2024) |
| Committee/Chair retainers | Audit Chair/member; Comp & Org Chair/member; NGS Chair/member | Audit $24,500/$10,000; Comp & Org $20,000/$7,500; NGS $10,000/$5,000 (2024 schedule) |
| Board Chair retainer | Additional retainer for Board Chair | $80,000 (2024) |
| Jeffrey J. Owens – 2024 cash fees | Fees earned/paid in cash | $88,125 (reflects role/activity mix) |
Notes: Retainers are paid quarterly and prorated if partial service; no per-meeting fees; directors are reimbursed for reasonable expenses and have a director education allowance policy (up to $5,000 annually as of 2025 policy; $10,000 per two-year period under 2023 program) .
Performance Compensation
| Equity Instrument | Grant Mechanics | Vesting/Settlement | 2024 Value |
|---|---|---|---|
| Deferred Stock Units (DSUs) – Annual grant | Annual DSU grant on Annual Meeting date; 2024 grant sized at $180,000 per non-management director (pro-rated for mid-year joins) | 2024 DSUs fully vested at grant; generally settled in stock ~13 months after grant unless deferred; beginning in 2025 DSUs have a one-year vesting period (accelerated on death, disability, removal without cause, or change in control) | $180,000 per director (Owens), granted May 2, 2024; each director received DSUs representing 1,500 shares; Costello received an additional pro-rated 450-share DSU in January 2024 |
Notes: Director equity is not performance-vested; alignment is supported by ownership guidelines and equity deferral/holding mechanics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | indie Semiconductor – Director |
| Prior public company boards | Cypress Semiconductor Corporation – Director (2017–2020) |
| Compensation committee interlocks | None among Compensation & Organization Committee members (Owens included) |
| Related-party transactions | None involving directors/executives/5% holders since January 1, 2024 (≥$120,000 threshold) |
Expertise & Qualifications
- Technology/operations/innovation leadership from a 40+ year career at Delphi, including as EVP & CTO and as President of major regional and product divisions .
- Public company board experience across semiconductor and technology sectors, relevant to Rogers’ advanced materials and technology end markets .
- Committee leadership (Chair, Compensation & Organization) with remit across compensation philosophy, CEO/NEO pay decisions, equity plans, succession, clawback administration, and non-employee director pay recommendations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Record Date/Notes |
|---|---|---|---|
| Jeffrey J. Owens | 9,300 | <1% | As of Feb 26, 2025; includes DSUs/RSUs and shares directly/indirectly owned; none of the directors/officers own ≥1% |
| Prior year reference | 7,800 | <1% | As of Mar 1, 2024 (for comparison) |
Ownership alignment policies:
- Director stock ownership guideline: ≥5x annual cash retainer within 5 years; as of Dec 31, 2024, all directors were either compliant or within the 5-year transition window .
- Hedging and pledging are prohibited for directors and executive officers .
Governance Assessment
- Roles, independence, and engagement: Owens is independent and chairs a key Board committee (Compensation & Organization), indicating material influence over pay, succession, and human capital oversight. Committee workloads (5 Comp & Org meetings in 2024) and overall 96% director attendance suggest active governance; Owens signed the Compensation & Organization Committee’s 2025 CD&A report as Chair, reinforcing accountability .
- Compensation alignment: Director pay mix balances cash with equity (DSUs), with 2024 grants fully vested at grant but settled after ~13 months; starting 2025, one-year vesting for DSUs strengthens alignment and holding expectations. Owens’ 2024 director compensation totaled $268,125 (cash $88,125; equity $180,000) .
- Shareholder signals: Say-on-pay support was ~98% at the 2024 annual meeting—an external indicator that the broader compensation framework (overseen by Owens’ committee) had strong shareholder backing; the Company maintains a majority vote policy with resignation requirement and robust independence standards .
- Conflicts and red flags: No related-party transactions involving directors/executives since Jan 1, 2024; compensation committee interlocks requiring disclosure are absent; directors are barred from hedging/pledging Company shares; no adverse legal proceedings noted for director nominees .
RED FLAGS: None disclosed relating to attendance shortfalls, related-party transactions, hedging/pledging, or compensation committee interlocks for Owens. Director equity grants were fully vested at grant in 2024 (typical for director DSUs), but the shift to one-year vesting beginning in 2025 improves alignment further .