Woon Keat Moh
ROGERSAbout Woon Keat Moh
Independent director (since January 1, 2025), age 51. Moh is Senior Vice President and President of the Color, Additives & Inks global business at Avient Corporation, with nearly three decades of specialty/engineered materials leadership across Asia and North America; prior roles include commercial leadership at Bayer and Clariant. He holds a B.S. in Engineering from the University of New Brunswick. The Board determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avient Corporation | SVP; President, Color, Additives & Inks segment; prior roles: President (Americas & Asia for CAI), Sales Director (Color & Additives Asia), GM (Specialty Engineered Materials Asia), VP of Asia | 2010–present | Leads global specialty materials P&L; deep Asia/North America operating experience |
| Bayer | Commercial leadership roles | pre‑2010 | Specialty materials/commercial experience |
| Clariant | Commercial leadership roles | pre‑2010 | Specialty materials/commercial experience |
External Roles
- Other public company boards: None disclosed in Rogers’ proxy (Directorships column blank for Moh).
Board Governance
- Committee assignments (current): None listed as of the 2025 proxy (no committee bullets shown next to his name).
- Chair roles: None.
- Independence: Board determined all nominees other than the CEO are independent; Moh is classified independent.
- Board structure: Independent Board Chair (Peter C. Wallace); separate CEO/Chair.
- Executive sessions: Held regularly among non-management directors, typically at each in-person board meeting.
- Attendance baseline: In 2024, average director attendance was 96% (Moh joined 1/1/2025; no 2024 attendance applicable).
- Board size/tenure: Board expanded from 8 to 9 members with Moh’s appointment effective 1/1/2025.
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-management director) | $65,000 | |
| Committee member retainers | Audit $10,000; Compensation & Organization $7,500; Nominating, Governance & Sustainability $5,000 | |
| Committee chair retainers | Audit Chair $24,500; Compensation & Organization Chair $20,000; Nominating, Governance & Sustainability Chair $10,000 | |
| Board Chair retainer | $80,000 | |
| Equity (DSUs) – 2024 practice | Annual DSU grant valued at $180,000 (fully vested at grant) | |
| Director Compensation Policy update (effective 1/1/2025) | Cash fees consistent with current practice; DSUs granted annually on meeting date; one-year vesting with accelerated vest on death, disability, removal without cause or change in control; pro-rated equity for mid-year appointments | |
| Per‑meeting fees | Not disclosed (compensation structured via retainers and DSUs) |
Notes specific to Moh:
- Initial equity on joining (Form 4): 536 shares awarded effective 1/1/2025. https://www.sec.gov/Archives/edgar/data/84748/000166427225000003/0001664272-25-000003-index.htm
- 2025 annual meeting equity (Form 4): 2,760 shares awarded on 5/5/2025 (consistent with DSU grant timing under policy). https://www.sec.gov/Archives/edgar/data/84748/000166427225000285/0001664272-25-000285-index.htm
Performance Compensation
- Directors’ compensation is not performance-based; no disclosed performance metrics apply to non-management director pay (DSUs are time-based; no options or performance units for directors).
Other Directorships & Interlocks
| Company | Role | Committee Roles | Dates | Notes |
|---|---|---|---|---|
| — | — | — | — | No other public company directorships disclosed for Moh. |
- Interlocks/related parties: Rogers discloses no related-party transactions since 1/1/2024; 8-K states no Item 404(a) transactions for Moh.
Expertise & Qualifications
- Specialty/engineered materials operator with multi-regional P&L leadership (Asia, Americas).
- Commercial and general management depth from Bayer and Clariant.
- Engineering academic foundation (B.S., University of New Brunswick).
- Board skill matrix reflects independence and relevant industry/operations experience (age 51; first-year tenure).
Equity Ownership
| Date/Context | Shares Beneficially Owned | % of Shares Outstanding | Source |
|---|---|---|---|
| Record date (Feb 26, 2025) | 536 | ~0.003% (536 / 18,518,923) | |
| After annual meeting DSU award (5/5/2025) | 3,296 (post-transaction) | ~0.018% (3,296 / 18,518,923; using record date shares outstanding for context) | https://www.sec.gov/Archives/edgar/data/84748/000166427225000285/0001664272-25-000285-index.htm |
- Ownership guidelines: Directors must hold stock equal to at least 5× base annual retainer within five years; new directors are within a 5‑year transition period.
- Hedging/pledging: Company policy prohibits directors/officers from hedging or holding Rogers securities in margin/pledge accounts.
Insider filings summary:
| Date | Form | Transaction | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 1/1/2025 | Form 3 | Initial statement | — | — | — | https://www.sec.gov/Archives/edgar/data/84748/000166427225000002/0001664272-25-000002-index.htm |
| 1/1/2025 (filed 1/2) | Form 4 | Award (A) | 536 | $0 | 536 | https://www.sec.gov/Archives/edgar/data/84748/000166427225000003/0001664272-25-000003-index.htm |
| 5/5/2025 (filed 5/7) | Form 4 | Award (A) | 2,760 | $0 | 3,296 | https://www.sec.gov/Archives/edgar/data/84748/000166427225000285/0001664272-25-000285-index.htm |
Governance Assessment
-
Strengths
- Independent director; no related-party transactions disclosed; robust related-party policy and categorical independence standards in place.
- Board structure separates CEO/Chair; independent Board Chair; executive sessions routine—supports independent oversight.
- Director equity via DSUs and stock ownership guidelines align long‑term incentives; hedging/pledging prohibited.
- High board attendance culture (96% in 2024) and majority vote policy for director elections enhance accountability.
-
Watchpoints
- Moh is an active senior executive at Avient (specialty materials). While the Board affirms independence and no related-party items, investors should monitor any future commercial relationships between Rogers and Avient under Rogers’ related-party thresholds/policy.
- As a first‑year director with no committee assignment yet, near‑term committee placement will clarify his direct oversight impact.
-
Shareholder sentiment signal
- Say‑on‑pay support remained very strong (≈98% approval at the most recent annual meeting), indicating broad governance/compensation support—an indirect positive for board confidence.
Appendix: Source Disclosures
- Appointment and independence determination; background and education: 8‑K Item 5.02 (12/18/2024) and press release.
- Proxy biographical and board/committee context; director compensation policy and fees; ownership and governance policies: 2025 DEF 14A.
- Insider filings and post‑transaction holdings: SEC Form 3/4 URLs cited above.