Jessica Morton
ROGERSAbout Jessica Morton
Jessica A. Morton is Senior Vice President, General Counsel and Corporate Secretary at Rogers Corporation (appointed 2025; age 45). She previously served as Vice President, General Counsel and Corporate Secretary from March 2023 to February 2025, and signs Company 8‑K filings in her capacity as Corporate Secretary . Company performance metrics during her tenure include 2024 net sales of $830.1 million, gross margin of 33.4%, Adjusted EBITDA of $118.8 million, and a 2024 TSR value of 81.46 on the SEC “pay vs performance” scale, reflecting a challenging year for incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rogers Corporation | Senior Vice President, General Counsel & Corporate Secretary | 2025–present | Chief legal officer; Corporate Secretary for Board and shareholder meeting documents . |
| Rogers Corporation | Vice President, General Counsel & Corporate Secretary | Mar 2023–Feb 2025 | Led legal, governance, and SEC reporting; signed current reports (8‑K) . |
| FMC Corporation | Associate General Counsel & Assistant Secretary | Apr 2021–Mar 2023 | Senior legal leadership covering corporate governance and securities . |
| FMC Corporation | Assistant General Counsel & Assistant Secretary | Apr 2019–Mar 2021 | Corporate legal and assistant secretary responsibilities . |
| FMC Corporation | Assistant General Counsel | Jul 2016–Mar 2019 | Corporate legal counsel . |
External Roles
No external public company directorships or committee roles disclosed .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $430,000 | $438,600 |
| Target Bonus % of Salary | 55% (AICP) | 55% (AICP) |
| Actual Bonus Paid (AICP) (USD) | $40,602 | $58,233 |
| All Other Compensation (USD) | $2,609 | $16,611 |
| Total Reported Compensation (USD) | $1,605,475 | $1,325,728 |
Performance Compensation
Annual Incentive (AICP) – 2024 Structure and Outcome
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Revenue (USD ‘000s) | 1/3 | $746,421 | $933,026 | $1,119,632 | $830,109 | 24.14% aggregate payout across metrics |
| Gross Margin (%) | 1/3 | 33.8% | 35.0% | 40.0% | 33.4% | 24.14% aggregate payout across metrics |
| Adjusted EBITDA (USD ‘000s) | 1/3 | $121,385 | $151,731 | $182,077 | $118,758 | 24.14% aggregate payout across metrics |
| Jessica Morton – AICP Paid | — | — | — | — | — | $58,233 |
Notes:
- AICP metrics were evenly weighted across revenue, gross margin, and Adjusted EBITDA for all NEOs including Ms. Morton .
- Company adopted a revised AICP effective January 1, 2025, aligning incentives and clarifying CIC treatment and employment conditions for payment .
Long-Term Incentive Program (LTIP) – Grants and Design (2024)
| Component | Design | Target Value (USD) | Grant Date | Shares/Units | Grant Date Fair Value (USD) |
|---|---|---|---|---|---|
| RSUs | Time-based; 3 equal annual tranches | $350,880 (50% of $701,760) | Feb 19, 2024 | 2,990 | $354,853 |
| PSUs (TSR) | 3-year relative TSR vs S&P Small Cap 600 Info Tech Index; 0–200% payout | $350,880 (50% of $701,760) | Feb 19, 2024 | 2,990 (target) | $459,085 |
Key LTIP features:
- RSUs generally vest in equal one‑third increments on the first three anniversaries of grant, subject to continued employment and plan terms .
- TSR PSUs settle after a 3‑year performance period based on percentile ranks (50th=100%, 75th=200%) against the index; straight-line interpolation applies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of record date Feb 26, 2025) | 9,351 shares; each insider and director under 1.0% of class (ROG total shares outstanding 18,518,923) . |
| Ownership as % of Outstanding | ~0.05% (9,351 ÷ 18,518,923) . |
| Unvested RSUs (12/31/2024) | 1,536 (03/11/2023 grant) and 2,990 (02/19/2024 grant); market values $156,073 and $303,814 at $101.61 per share . |
| Unearned PSUs Outstanding (12/31/2024) | 4,610 (2023 TSR PSUs; est. at 200% max under SEC trend rule) and 2,990 (2024 TSR PSUs; est. at 100% target) . |
| Ownership Guidelines | CEO: 3x base salary; other NEOs: 2x base salary; 5‑year compliance window; as of 12/31/2024, all NEOs compliant or within transition . |
| Hedging/Pledging | Hedging and pledging of Company stock prohibited for directors and executive officers; margin accounts disallowed . |
| Trading Controls | Pre‑clearance required for Section 16 insiders; trading limited to “permitted windows” or 10b5‑1 plans per Insider Trading Policy . |
| Clawback | Compensation Recovery Policy (no‑fault recoupment of erroneously awarded incentive comp for 3 years preceding restatement; misconduct-based recovery at Board discretion) . |
Employment Terms
| Provision | Term |
|---|---|
| Severance Plan Participation | Covered under Rogers Corporation Executive Severance Plan (effective Nov 1, 2024) . |
| Cash Severance – Qualifying Termination (no CIC) | Lump sum equal to base salary for Severance Coverage Period; plus target bonus prorated by coverage period during first 3 years of plan participation; Coverage Period generally 12 months; for Ms. Morton, 18 months if termination during first 24 months of employment . |
| Cash Severance – After CIC | Lump sum equal to base salary + target bonus for Severance Coverage Period (18 months for non‑CEO NEOs) . |
| Benefits Continuation | Company subsidy for medical/dental premiums for up to 18 months (COBRA), or cash in lieu (if applicable under plan terms) . |
| Outplacement | Up to $50,000 of services . |
| Non‑Compete / Non‑Solicit | Non‑compete and non‑solicit covenants during employment and through the Severance Coverage Period; confidentiality and non‑disparagement covenants apply . |
| CIC Equity Treatment | RSUs fully vest upon Qualifying Termination within 1 year post‑CIC; PSUs vest at target upon CIC; Ms. Morton eligible for 50% accelerated vesting of unvested LTIP awards if Qualifying Termination occurs within first 24 months of employment . |
| 280G Treatment | Best‑after‑tax cutback based on consultant determination (reduce or pay full to maximize after‑tax outcome) . |
| Post‑Termination Illustrative Amounts (as if terminated 12/31/2024) | See scenario table below . |
Scenario Table – Ms. Morton (as if terminated 12/31/2024)
| Scenario | Cash Severance (USD) | Accelerated Vesting (USD) | Benefits Continuation (USD) | Outplacement (USD) | Total Pre‑Tax (USD) |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | $1,019,746 | $229,943 | $38,167 | $50,000 | $1,337,856 |
| Termination without Cause / Good Reason (after CIC) | $1,019,746 | $459,887 | $38,167 | $50,000 | $1,567,799 |
| Death/Disability | $58,233 (AICP) | $150,837 | $0 | $0 | $209,070 |
Investment Implications
- Pay-for-performance alignment: 2024 AICP paid out at 24.14% due to revenue, gross margin, and Adjusted EBITDA shortfalls; Ms. Morton’s AICP was $58,233, reflecting disciplined incentive outcomes in a down year .
- Ownership and trading controls limit selling pressure: Strict ownership guidelines (2x salary for NEOs), hedging/pledging prohibitions, and trading windows/pre‑clearance reduce opportunistic selling risk and align long-term holding behavior .
- Vesting cadence and potential liquidity events: RSUs vest in three annual tranches from 2023 and 2024 grants; PSUs settle after the 2023–2025 and 2024–2026 TSR cycles. CIC provisions accelerate vesting (RSUs fully; PSUs at target), which can create event-driven equity delivery and potential market supply .
- Retention vs. cost under severance plan: Enhanced 18‑month coverage for early-tenure NEOs (including Ms. Morton) and 50% LTIP acceleration within first 24 months support retention, with best‑after‑tax cutback mitigating 280G excise exposure .
- Program governance signals: Robust clawback, insider trading policy, and strong say‑on‑pay support (98% in 2024) indicate credible governance and investor‑aligned compensation oversight .
Supporting Company Performance Data (Context)
| Metric | FY 2024 |
|---|---|
| Net Sales (USD Millions) | $830.1 |
| Gross Margin (%) | 33.4% |
| Adjusted EBITDA (USD Millions) | $118.8 |
| TSR Value of Initial Fixed $100 | 81.46 |
Notes on Governance and Risk Controls
- Insider Trading Policy prohibits hedging (covered calls/collars) and pledging/margin accounts for executive officers and directors; Section 16 insiders must pre‑clear trades and transact only in permitted windows or under compliant 10b5‑1 plans .
- Compensation Recovery Policy provides both mandatory no‑fault recovery after restatements and discretionary misconduct‑based recovery .
- Stock ownership guidelines (2x salary for NEOs; measured annually; sale restrictions apply if not in compliance) support ongoing alignment; all NEOs were compliant or in transition as of 12/31/2024 .
Sources
- 2025 DEF 14A (Proxy Statement): Compensation program, results, grants, ownership, governance policies .
- 2024 Form 10‑K: Executive listing, Insider Trading Policy, Severance Plan text, RSU/DSU policy .
- 8‑K signatures: Corporate Secretary signing (Jessica A. Morton) .