Larry L. Berger
ROGERSAbout Larry L. Berger
Larry L. Berger (age 64) has served on Rogers Corporation’s Board since 2023 and is Executive Vice President and Chief Technical Officer (CTO) of Ecolab, Inc. (NYSE: ECL), where he has been CTO since 2008 and EVP since 2011; previously, he spent 1986–2008 at DuPont in research, operations, and leadership roles, most recently as CTO of DuPont Nonwovens . He is currently Chair of Rogers’ Nominating, Governance & Sustainability (NG&S) Committee and a member of the Audit Committee; the Board has determined he is independent under NYSE standards . As an incumbent director in 2024, he attended more than 94% of aggregate Board and committee meetings (Board average attendance was 96%) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont de Nemours, Inc. | CTO, DuPont Nonwovens; various research, operations, management roles | 1986–2008 | Led technology and operations in materials; senior technical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ecolab, Inc. (NYSE: ECL) | Executive Vice President; Chief Technical Officer | CTO since 2008; EVP since 2011 | Senior executive in water, hygiene, infection prevention solutions |
| American Cleaning Institute | Director | Current | Industry association board role |
Board Governance
| Committee | Berger’s Role | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Member | Megan Faust | 8 |
| Compensation & Organization | Not a member | Jeffrey J. Owens | 5 |
| Nominating, Governance & Sustainability | Chair | Berger | 5 |
- Independence: All nominees other than the CEO (Gouveia) were determined independent by the Board .
- Attendance and engagement: Each incumbent director in 2024 attended >94% of Board/committee meetings; Board held 5 and committees 18 (total 23) .
- Board leadership: Separate independent Board Chair (Peter C. Wallace); executive sessions of non-management directors generally held at each in-person, regularly scheduled Board meeting .
- ESG oversight: NG&S Committee oversees ESG practices and reporting; engaged on 2024 ESG program, report preparation, emissions goal-setting, regulatory developments .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors and executive officers .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $81,250 | Annual retainer and committee retainers paid quarterly and prorated as applicable |
| Annual Director Retainer (program terms) | $65,000 | Non-management director |
| Committee Chair Retainers | Audit: $24,500; Compensation: $20,000; NG&S: $10,000 | Applied to committee chairs |
| Committee Member Retainers | Audit: $10,000; Compensation: $7,500; NG&S: $5,000 | Applied to members |
| Meeting fees | None (retainer-based) | No per-meeting fees |
Performance Compensation
| Equity Instrument | Grant Value | Shares/Units | Vesting/Settlement |
|---|---|---|---|
| Deferred Stock Units (DSUs) – annual grant (May 2, 2024) | $180,000 | 1,500 units for each non-management director | Fully vested at grant; generally settled in stock ~13 months post-grant unless director elects deferral; accelerated on death, disability, separation, or change in control |
| DSU policy change (effective Jan 1, 2025) | Policy update | N/A | One-year vesting period; accelerated vesting on death, disability, removal without cause, or change in control; settlement generally promptly after vesting unless deferred |
Performance metrics: Rogers does not tie director equity to financial/ESG performance; DSUs are time-based with the policy change introducing a one-year vesting period beginning in 2025 .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| American Cleaning Institute | Non-profit/industry association | Director | No related-party transactions disclosed with Rogers since Jan 1, 2024 |
| Public company boards (other than Rogers) | Public | None disclosed | Biography lists no other public company directorships |
- Related-party exposure: Rogers disclosed no related-party transactions >$120,000 involving directors/executives/5% holders since Jan 1, 2024 .
- Independence thresholds: Corporate Governance Guidelines set categorical independence standards (e.g., <1% revenue ties to other entities where a director is an officer) .
Expertise & Qualifications
- Three decades in chemical materials and technology leadership; senior executive at Ecolab; prior DuPont CTO Nonwovens—relevant to Rogers’ specialty engineered materials markets .
- Audit Committee member, though designated “audit committee financial expert” status applies to Costello, Faust, and Lauzon (not Berger) .
- Skill matrix marks independence and relevant business experience; age 64; tenure 2 years as of March 26, 2025 .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Larry L. Berger | 2,450 | * (less than 1.0%) | Shares include directly/indirectly owned and acquirable within 60 days (incl. DSUs/RSUs as applicable) |
- Stock ownership guideline (directors): At least 5× base annual retainer by the fifth anniversary after first annual meeting post-appointment; all directors either in compliance or within the five-year transition period as of Dec 31, 2024 .
- Hedging/pledging prohibited for directors .
Governance Assessment
- Committee leadership and oversight: Berger chairs NG&S and sits on Audit, positioning him at the center of ESG governance and financial oversight—positive for board effectiveness .
- Independence and attendance: Independent under NYSE standards; attended >94% of meetings in 2024 alongside strong Board-level engagement—supports investor confidence .
- Pay structure and alignment: Director compensation emphasizes equity via DSUs ($180,000 grant; fully vested at grant in 2024) with policy shift to one-year vesting in 2025—improves alignment and retention versus immediate vesting .
- Ownership: Beneficial ownership of 2,450 shares; subject to a 5× retainer guideline over five years—alignment expected to build over time; compliance monitored annually .
- Conflicts/RED FLAGS: No related-party transactions reported; hedging/pledging prohibited; no legal proceedings or adverse integrity findings disclosed for nominees—no material conflict red flags identified .
- Shareholder signals: 98% say-on-pay approval at 2024 Annual Meeting indicates broad support for compensation governance, indirectly reinforcing board credibility .
Overall, Berger’s technical depth from Ecolab/DuPont, independence, and active committee leadership (NG&S Chair; Audit member) are positives for governance quality and risk oversight; lack of performance-linked director equity is typical, with 2025 vesting policy enhancing alignment, and no related-party or attendance red flags present .