Laura Russell
ROGERSAbout Laura Russell
Laura Russell, age 49, is Senior Vice President, Chief Financial Officer, and Treasurer of Rogers Corporation (ROG). She joined Rogers in September 2023 as Vice President of Finance, became Interim CFO in August 2024, and was appointed permanent CFO effective December 10, 2024 . She holds a BA in Business Economics from the University of the West of Scotland and is a member of the Chartered Institute of Management Accountants (CIMA) . During 2024 (her interim CFO period), Rogers’ net sales were $830.1M, down 8.6% year-over-year, gross margin was 33.4%, Adjusted EBITDA was $118.8M, and net income was $26.1M; the company’s TSR value of an initial $100 was $81.46 for 2024, signaling a challenging environment into her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wolfspeed | Vice President of Finance, Operations | 2021–2023 | Led finance operations supporting scale-up and operational execution in advanced materials and power semiconductors . |
| NXP Semiconductors | Vice President of Finance, Radio Products | 2015–2021 | Drove business unit financial planning and performance management in RF and communications products . |
| Motorola/Freescale (later acquired by NXP) | Multiple finance roles | 1997–2015 | Progressive finance leadership across semiconductor businesses, enabling cost control and portfolio execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company directorships or external board roles disclosed . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (rate as CFO) | $475,000 | Increased at permanent CFO appointment (Dec 10, 2024) from $400,000 interim rate . |
| AICP Target % (CFO) | 75% of base salary | 2024 comprised three prorated portions: 40%, 55%, 75% across role transitions . |
| AICP Threshold/Target/Max (2024 total) | $57,977 / $173,843 / $289,709 | Based on prorated periods and Company metrics . |
| 2024 Actual AICP Paid | $56,812 | Reflects 42.63% pre-Interim CFO tranche and 24.14% for executive metrics tranche . |
| Stock Awards (grant-date fair value) | $450,119 | Includes annual LTIP and Initial CFO RSUs . |
| All Other Compensation | $14,878 (401k match $12,075; life insurance $2,803) | No executive physicals reported . |
| 2024 Total Compensation | $880,001 | Summary Compensation Table . |
Performance Compensation
| Incentive Element | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| AICP (Company-wide) | Revenue ($000s) | 33.3% | $933,026 | $830,109 | Threshold achieved; contributes to 24.14% overall payout . |
| AICP (Company-wide) | Gross Margin (%) | 33.3% | 35.0% | 33.4% | Below threshold; no payout from this metric . |
| AICP (Company-wide) | Adjusted EBITDA ($000s) | 33.3% | $151,731 | $118,758 | Below threshold; no payout from this metric . |
| AICP (Pre-Interim CFO tranche) | Sales, Operating Profit, Safety | n/a | n/a | Aggregated 42.63% achievement | Payout applied to first 2024 tranche . |
| AICP (Interim/Executive tranche) | Revenue, GM, Adjusted EBITDA | Equal-weighted | As above | As above | 24.14% payout . |
| 2024 LTIP Grants | Grant Date | Type | Units | Grant-Date FV | Vesting |
|---|---|---|---|---|---|
| Annual LTIP (non-exec timing) | 02/13/2024 | RSUs | 540 | $62,127 | 3 equal annual installments (time-based) . |
| Annual LTIP (non-exec timing) | 02/13/2024 | TSR PSUs (target) | 540 | $80,692 | 3-year relative TSR vs S&P Small Cap 600 Info Tech; 0–200% payout . |
| Initial CFO Equity Incentive Award | 12/10/2024 | RSUs | 2,861 | $307,300 | 3 equal annual installments (time-based) . |
| PSU Performance Scale | Relative TSR Percentile | Payout |
|---|---|---|
| Below 25th | 0% | |
| 50th (Target) | 100% | |
| 75th (Max) | 200% |
The Company did not grant stock options; employees may participate in the ESPP. Annual equity awards are typically made in February; promotion-related awards occur as needed .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (Shares) | 8,415 shares |
| Shares Outstanding | 18,518,923 |
| Ownership % of Outstanding | ~0.045% (8,415 / 18,518,923) based on disclosed counts . |
| RSUs – Not Vested (as of 12/31/2024) | 226 (9/5/2023 grant); 540 (2/13/2024 grant); 2,861 (12/10/2024 Initial CFO award) . |
| PSUs – Unearned (as of 12/31/2024) | 680 (9/5/2023 grant); 540 (2/13/2024 grant) . |
| Options (Exercisable/Unexercisable) | None disclosed; no stock options granted under current LTIP . |
| Hedging/Pledging | Prohibited for directors and executive officers, including margin or pledging Company stock . |
| Stock Ownership Guidelines | 2× base salary for NEOs; 5-year compliance window; all NEOs compliant or within transition period as of 12/31/2024 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Status | At-will; Rogers does not enter employment contracts . |
| Severance Plan Participation | Eligible under Rogers Corporation Severance Plan . |
| Cash Severance – No CIC | 1× base salary + target bonus; example calculation reported as $831,250 for Russell . |
| Cash Severance – Post-CIC | 1.5× base salary + target bonus; example reported as $1,246,875 for Russell . |
| Equity Acceleration on CIC | PSUs vest at target upon Change in Control (single trigger); RSUs fully vest upon Qualifying Termination within one year after CIC (double trigger) . |
| Benefits Continuation | No continuation reported for Russell in modeled scenarios; outplacement up to $50,000 . |
| Non-Compete | 2-year non-compete; make-whole payments possible if post-termination compensation is below last regular rate (pre-CIC); company can waive enforcement pre-CIC . |
| Clawback Policy | Three-year no-fault recovery for erroneously awarded incentive compensation; Board may pursue misconduct-based recoupment . |
Compensation Structure Analysis
- Pay mix shifted to higher at-risk and performance-linked pay for executives: AICP equal-weighted on revenue, GM, Adjusted EBITDA; 2024 LTIP includes both RSUs and PSUs, with PSUs tied to relative TSR (challenging to achieve) .
- CFO promotion terms increased variable compensation: AICP target lifted to 75% and LTIP target to 230% of base, signaling alignment with performance and retention objectives; initial time-based RSU grant provides near-term retention hooks .
- No stock options or repricings; equity awards are RSUs/PSUs with standard three-year schedules; no tax gross-ups currently disclosed (prior merger-related tax reimbursement agreements were terminated) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($M) | $908.4 | $830.1 |
| Net Income ($M) | $56.6 | $26.1 |
| TSR – Value of $100 | $105.88 | $81.46 |
- 2024 softness driven by AES inventory correction and industrial contraction; aerospace & defense strengthened; operating cash flow was $127.1M .
- Say-on-pay support remained high: ~98% approval at the 2024 meeting; Compensation Committee reaffirmed program design for 2025 .
Compensation Peer Group (Benchmarking)
- Peer group spans specialty chemicals/materials and technology hardware companies; used to target median pay positioning; list includes ADTRAN, Advanced Energy, Diodes, ESCO, Helios, Ingevity, Itron, Knowles, MACOM, Materion, Methode, Novanta, Power Integrations, Quaker, Semtech, Silicon Labs, Synaptics, FormFactor, Kulicke & Soffa .
- Targeting around the median guides base salary and incentive opportunity levels .
Equity Ownership & Alignment
- Russell’s beneficial ownership is small relative to outstanding shares; however, RSUs and PSUs create multi-year alignment and retention (with hedging/pledging prohibited), and stock ownership guidelines require 2× base salary within five years (transition period applies for newly appointed executives) .
Employment Contracts & Change-of-Control Economics
- Severance is formulaic and market-based, with higher multiples post-CIC and equity acceleration terms balancing single-trigger PSU vesting with double-trigger RSU vesting, mitigating retention risk through a transaction and deterring short-term exits .
Risk Indicators & Red Flags
- Hedging and pledging prohibited (alignment positive) .
- No related party transactions or tax gross-ups currently disclosed (prior merger-related tax reimbursement agreements no longer in effect) .
- CFO transition in August 2024 stabilized with promotion and clear incentive framework; say-on-pay support remains strong (~98%) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~98%; committee maintained program and continues shareholder engagement .
Expertise & Qualifications
- Deep semiconductor and advanced materials finance leadership across Wolfspeed, NXP, Motorola/Freescale; CIMA professional credential and economics degree .
Work History & Career Trajectory
- Long-tenured finance leadership in semiconductors; progression from Motorola/Freescale to NXP VP Finance, to Wolfspeed VP Finance (Operations), to Rogers VP Finance → Interim CFO → CFO .
Equity Vesting Schedule Detail (Insider Selling Pressure Considerations)
- RSUs generally vest in three equal annual installments from grant dates (e.g., 02/13/2024 and 12/10/2024), creating periodic delivery events; PSUs settle at the end of three-year performance periods based on relative TSR, potentially at 0–200% of target .
- 2024 vested shares were modest for Russell (114 shares; $11,709), suggesting limited near-term selling pressure from vesting alone; future RSU tranches and PSU settlements may increase delivered shares depending on performance and grant sizes .
Investment Implications
- Alignment: Elevated variable pay (AICP 75%, LTIP 230%) and rigorous stock ownership guidelines, combined with hedging/pledging prohibitions and clawbacks, support pay-for-performance alignment and reduce misalignment risk .
- Retention: Initial CFO RSUs and multi-year PSU schedules create retention hooks through 2027; severance/CIC terms balance continuity and shareholder protections, lowering transition risk .
- Trading Signals: Watch periodic RSU vesting dates and PSU performance windows; relative TSR PSUs can amplify delivered shares if outperformance materializes, while below-threshold TSR drives zero payout—both outcomes affect supply dynamics at settlement .
- Performance Context: 2024 revenue and EBITDA softness, and lower TSR, frame expectations; ongoing cost actions and segment dynamics (A&D strength vs EV/HEV inventory correction) are key levers for improved AICP outcomes under equal-weighted revenue/GM/Adjusted EBITDA metrics in 2025 .