Megan Faust
ROGERSAbout Megan Faust
Megan Faust (age 51) has served on Rogers Corporation’s board since 2020. She is Executive Vice President and Chief Financial Officer of Amkor Technology, Inc.; she joined Amkor in 2005, became CFO in 2016 after six years as Corporate Controller, and previously spent 10 years as an auditor at KPMG LLP. At Rogers, she is independent under NYSE standards, chairs the Audit Committee, sits on the Compensation & Organization Committee, and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amkor Technology, Inc. | Executive Vice President & CFO | CFO since 2016; joined 2005 | Senior finance executive at global semiconductor packaging firm |
| Amkor Technology, Inc. | Corporate Controller | Six years (prior to CFO) | Led controllership before CFO promotion |
| KPMG LLP | Auditor | 10 years | Big Four audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company board disclosed for Faust |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; Faust meets independence standards.
- Roles: Audit Committee Chair; Compensation & Organization Committee member; audit committee financial expert.
- Attendance: In 2024, each incumbent director attended more than 94% of aggregate Board and committee meetings; average attendance 96%. Board held 5 meetings; Audit 8; Compensation 5.
- Shareholder support: At the May 5, 2025 annual meeting, Faust received 16,863,000 “For”, 143,565 “Withheld”, and 387,185 broker non-votes.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 8 |
| Compensation & Organization Committee | Member | 5 |
| 2025 Director Election Vote (Megan Faust) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Vote counts | 16,863,000 | 143,565 | 387,185 |
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer | $65,000 | Non-management director base retainer |
| Audit Committee Chair retainer | $24,500 | Audit Chair premium |
| Compensation Committee member retainer | $7,500 | Committee member fee |
| Total Cash Fees | $97,000 | Sum of above |
| DSU equity grant (annual) | $180,000 | Granted May 2, 2024; DSUs representing 1,500 shares; fully vested on grant in 2024; generally settled ~13 months post-grant unless deferred |
| 2025 DSU policy change | — | Effective Jan 1, 2025: DSUs subject to one-year vesting, with accelerated vesting upon death, disability, removal without cause, or change-in-control |
Performance Compensation
| Performance-Tied Element | Status | Notes |
|---|---|---|
| Director performance metrics (PSUs/targets) | None disclosed | Rogers’ non-management director pay comprises cash retainers and DSUs; no performance metrics or options disclosed for directors |
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other current public company boards | None disclosed | Faust’s bio lists Amkor executive roles; no other boards in proxy |
| Compensation Committee interlocks | None | Committee members (including Faust) have no interlocks or related-party participation requiring disclosure |
| Related-party transactions | None | No transactions >$120,000 involving directors/officers since Jan 1, 2024 |
Expertise & Qualifications
- Audit committee financial expert (SEC definition); extensive financial reporting expertise.
- Active CFO at a global technology manufacturing company (Amkor) with deep finance leadership.
- Prior Big Four audit experience (KPMG, 10 years).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Megan Faust | 4,350 | <1.0% | Includes directly/indirectly owned and certain DSUs/RSUs as defined in table methodology |
| Hedging/Pledging | Prohibited | Insider Trading Policy prohibits hedging and margin/pledging for directors and executive officers | |
| Director ownership guideline | 5x base retainer by year 5 | All directors either in compliance or within five-year transition period as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent director with audit chair role and “financial expert” designation; strong overall attendance; clear prohibition on hedging/pledging; robust shareholder support in 2025 vote; no related-party transactions disclosed involving Faust.
- Alignment: Director equity via DSUs ($180,000 in 2024; 1,500-share unit grant) supports ownership alignment; director stock ownership guidelines require at least 5x base retainer within five years.
- Potential risk watchpoints: Faust is an active CFO at Amkor (semiconductor services); while the Board’s independence standards address immaterial business relationships, continued monitoring for any commercial interactions between Rogers and Amkor is prudent; no such related-party transactions are disclosed.
- Say‑on‑pay context: Executive compensation program received approximately 98% support at the most recent prior regular annual meeting and 2025 say‑on‑pay passed with 16.29M “For” vs. 0.69M “Against”, indicating constructive shareholder sentiment toward governance and pay practices.