Peter C. Wallace
ROGERSAbout Peter C. Wallace
Peter C. Wallace (age 70) is the Independent Board Chair of Rogers Corporation and has served as a director since 2010 (tenure ~14 years as of March 26, 2025). He is a retired industrials executive (CEO of Gardner Denver, Robbins & Myers, and IMI Norgren Group) and currently serves on the boards of Curtiss‑Wright and Applied Industrial Technologies, where he has been Chairman since 2014 .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Gardner Denver Inc. | Chief Executive Officer & Director | 2013–2016 | Led global manufacturing; retired in 2016 . |
| Robbins & Myers, Inc. | President & CEO & Director | 2004–2013 | Led diversified industrials company . |
| IMI Norgren Group | President & CEO | 2001–2004 | Managed engineered pneumatics group . |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Applied Industrial Technologies, Inc. | Director; Chairman of the Board | Director since 2005; Chairman since 2014 | Industrial MRO distribution; board leadership . |
| Curtiss‑Wright Corporation | Director | Since 2016 | Aerospace/defense; technology/industrial governance . |
Board Governance
- Current roles: Board Chair; member of Compensation & Organization and Nominating, Governance & Sustainability committees .
- Committee chairs (context): Audit—Megan Faust; Compensation—Jeffrey J. Owens; NG&S—Larry L. Berger .
- Independence: Board determined all nominees except the CEO (Gouveia) are independent; Wallace qualifies as independent .
- Attendance: Board met 5 times; committees met 8 (Audit), 5 (Comp), 5 (NG&S); directors averaged 96% attendance, and each incumbent director >94% (all directors attended the 2024 Annual Meeting) .
- Chair responsibilities: Calls independent director meetings, presides at executive sessions, reviews agendas, serves as principal point of contact for shareholders .
- Hedging/pledging policy: Directors are prohibited from hedging and from holding/pledging securities in margin accounts .
- Compensation committee interlocks: None for Wallace or other members (no officer roles or related-party participation) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base annual retainer (Board) | $65,000 | Cash, paid quarterly . |
| Board Chair retainer | $80,000 | Cash, paid quarterly . |
| Compensation Committee member retainer | $7,500 | Cash . |
| Nominating/Governance Committee member retainer | $5,000 | Cash . |
| Total cash fees earned (2024) | $157,500 | Matches reported Director Compensation . |
Performance Compensation
| Equity Element (2024) | Grant date | Units/Shares | Grant-date fair value | Vesting/Settlement |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | May 2, 2024 | 1,500 units | $180,000 | Fully vested at grant; generally settled ~13 months after grant absent deferral election . |
| DSU policy update (effective 2025) | — | — | — | Starting 2025, DSUs vest over one year; accelerated vesting upon death, disability, removal without cause, or change in control . |
- No stock options or performance-based DSUs disclosed for directors; director equity is DSU-based, with time vesting only (no PSU metrics for directors) .
Other Directorships & Interlocks
| Entity | Relationship to ROG | Potential Interlock/Conflict Note |
|---|---|---|
| Applied Industrial Technologies | External board; industrial distribution | Independence standards treat executive officer relationships; Wallace is a director/chair, not an officer. No related-party transactions disclosed . |
| Curtiss‑Wright | External board; aerospace/defense | Rogers sells into aerospace/defense; no related-party transactions disclosed . |
- Related-party transactions: None >$120,000 involving directors or immediate family since Jan 1, 2024 .
- Independence categorical standards: Additional materiality thresholds (e.g., <1% of counterparty revenue) adopted; Board confirmed independence status of non-CEO directors .
Expertise & Qualifications
- Executive leadership: Multi-decade experience as CEO in global manufacturing and materials .
- Governance: Board leadership experience (ROG Board Chair; AIT Chairman) .
- Industry: Related advanced materials/industrial experience; operations and M&A background .
- Audit committee “financial expert”: Named experts are Costello, Faust, Lauzon (Wallace not designated) .
Equity Ownership
| Measure | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 15,597 | Includes RSUs/DSUs and shares acquirable within 60 days, per proxy methodology . |
| Shares outstanding (record date) | 18,518,923 | As of Feb 26, 2025 . |
| Ownership as % of outstanding | ~0.084% | Computed from 15,597 / 18,518,923; base figures cited above . |
| Director ownership guideline | ≥5× base annual retainer within 5 years | Policy applies to non-management directors; all directors either compliant or within the transition period as of Dec 31, 2024 . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, margin accounts, and pledging . |
Say‑On‑Pay & Shareholder Feedback
| Item | Result | Source |
|---|---|---|
| 2024 Say‑on‑Pay approval | ~98% “For” | Prior Annual Meeting disclosure in proxy . |
| 2025 Say‑on‑Pay vote (For/Against/Abstain/Broker non-votes) | 16,286,216 / 686,622 / 33,727 / 387,185 | Item 5.07 8‑K voting results (May 5, 2025) . |
Compensation Committee Analysis
- Committee membership: Wallace serves on Compensation & Organization Committee (Owens—Chair; members include Faust and Lauzon) .
- Independent consultant: Compensia engaged since 2017; independence reviewed annually; supports market benchmarking and best practices .
- Peer group governance: Committee annually reviews peer group composition; 2024 group spans specialty chemicals, materials, and technology hardware with revenue/market cap ranges aligned to Rogers .
Governance Assessment
- Independence and leadership: Wallace is independent and serves as Board Chair with responsibilities codified in bylaws (agenda setting, executive sessions, shareholder communications), strengthening board oversight and investor engagement .
- Attendance and effectiveness: Robust 2024 meeting cadence with high attendance (>94% per director; ~96% average), indicating active oversight; regular executive sessions of independent directors enhance board independence .
- Pay alignment: Director pay mixes cash retainers with DSUs; cash components reflect role and committee service (Board Chair + committee memberships) and equity grants provide alignment without performance gaming; policy tightening to one‑year DSU vesting from 2025 improves governance optics .
- Ownership and risk controls: Beneficial holding of 15,597 shares; strict anti‑hedging/pledging policy; director ownership guideline (≥5× base retainer within 5 years) supports skin‑in‑the‑game; directors broadly compliant or within transition period .
- Conflicts/related parties: No related‑party transactions disclosed; compensation committee interlocks absent—reduces conflict risk .
- Shareholder support: Strong say‑on‑pay outcomes (98% in 2024; substantial approval again in 2025) signal investor confidence in governance and pay practices .
RED FLAGS: None identified in filings—no related‑party transactions; hedging/pledging prohibited; high attendance; no committee interlocks; director equity is time‑based DSUs (no option repricing or performance metric manipulation evident) .