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Capital Stock and Equity Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement, Noncash Expense [Abstract]  
Capital Stock and Equity Compensation Capital Stock and Equity Compensation
Capital Stock
Our 2019 Long-Term Equity Compensation Plan, which was approved by our shareholders in May 2019, permits the granting of restricted stock units and certain other forms of equity awards to officers and other key employees. Under this plan, we also grant each non-management director deferred stock units, which permit non-management directors to receive, at a later date, one share of Rogers capital stock for each deferred stock unit, with no payment of any consideration by the director at the time the shares were received.
Shares of capital stock reserved for possible future issuance as of December 31, 2024 and 2023, were as follows:
20242023
Shares reserved for issuance under outstanding restricted stock unit awards328,957 248,055 
Deferred compensation to be paid in stock, including deferred stock units11,900 8,100 
Additional shares reserved for issuance under Rogers Corporation 2019 Long-Term Equity Compensation Plan486,947 842,046 
Shares reserved for issuance under the Rogers Corporation Employee Stock Purchase Plan43,716 59,611 
Total871,520 1,157,812 
Share Repurchases
In 2015, we initiated a share repurchase program of up to $100.0 million of our capital stock to mitigate the dilutive effects of stock options exercises and vesting of restricted stock units granted by the Company, in addition to enhancing shareholder value. In 2024, the Board of Directors authorized an additional $100.0 million to be used for share repurchases. Our share repurchase program has no expiration date and may be suspended or discontinued at any time without notice. There were 0.2 million shares repurchased for a total value of $19.8 million in 2024, using cash from operations and cash on hand. There were no shares repurchased in 2023. There were 0.2 million shares repurchased for a total value of $25.0 million in 2022, using cash from operations and cash on hand. As of December 31, 2024, $104.2 million remained available to purchase under our share repurchase program.
(Dollars in millions, except shares and per share amounts)
PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet be Purchased under the Plans or Programs
March 1, 2024 to March 31, 20241,500$109.92 1,500$23.8 
April 1, 2024 to April 30, 202470,893$108.79 70,893$116.2 
December 1, 2024 to December 31, 2024116,045$103.58 116,045$104.2 
Equity Compensation
Equity Compensation Expense
The components of equity compensation expense in 2024, 2023 and 2022, were as follows:
(Dollars in millions)202420232022
Performance-based restricted stock units$6.0 $3.7 $2.3 
Time-based restricted stock units7.3 9.2 8.2 
Deferred stock units1.3 1.3 1.3 
Other0.5 0.1 — 
Total equity compensation expense$15.1 $14.3 $11.8 
As of December 31, 2024, there was total unrecognized compensation cost related to unvested performance-based restricted stock units and unvested time-based restricted stock units of $8.7 million and $8.5 million, respectively, which are expected to be recognized over a weighted average period of 0.8 years and 0.9 years, respectively.
Performance-Based Restricted Stock Units
As of December 31, 2024, we had performance-based restricted stock units from 2024 and 2023 outstanding. These awards generally cliff vest at the end of a three-year measurement period. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed during the measurement period. Participants are eligible to be awarded shares ranging from 0% to 200% of the original award amount, based on certain defined performance measures.
The outstanding awards have one measurement criteria: the three-year total shareholder return on our capital stock as compared to that of a specified group of peer companies. The total shareholder return measurement criteria of the awards is considered a market condition. As such, the fair value of this measurement criteria is determined on the grant date using a Monte Carlo simulation valuation model. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. We account for forfeitures as they occur.
Below were the assumptions used in the Monte Carlo calculation for each material award granted in 2024 and 2023:
February 19, 2024February 13, 2024February 9, 2023
Expected volatility46.3%46.2%53.2%
Expected term (in years)2.9 years2.9 years2.9 years
Risk-free interest rate4.35%4.35%4.08%
Expected volatility – In determining expected volatility, we have considered a number of factors, including historical volatility.
Expected term – We use the vesting period of the award to determine the expected term assumption for the Monte Carlo simulation valuation model.
Risk-free interest rate – We use an implied “spot rate” yield on U.S. Treasury Constant Maturity rates as of the grant date for our assumption of the risk-free interest rate.
Expected dividend yield – We do not currently pay dividends on our capital stock; therefore, a dividend yield of 0% was used in the Monte Carlo simulation valuation model.
A summary of activity of the outstanding performance-based restricted stock units for 2024, 2023 and 2022 is presented below:
202420232022
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards outstanding as of January 173,528 $247.55 65,513 $201.18 114,554 $196.23 
Awards granted79,700 152.53 50,551 241.47 26,819 176.33 
Stock issued  (8,775)147.58 (60,053)179.72 
Awards forfeited/cancelled(44,122)225.74 (33,761)174.43 (15,807)204.69 
Awards outstanding as of December 31109,106 $186.96 73,528 $247.55 65,513 $201.18 
Time-Based Restricted Stock Units
As of December 31, 2024, we had time-based restricted stock unit awards from 2024, 2023 and 2022 outstanding. The outstanding awards all ratably vest on the first, second and third anniversaries of the original grant date. However, employees whose employment terminates during the measurement period due to death, disability, or, in certain cases, retirement may receive a pro-rata payout based on the number of days they were employed subsequent to the last grant anniversary date. Each time-based restricted stock unit represents a right to receive one share of Rogers’ capital stock at the end of the vesting period. The fair value of the award is determined by the market value of the underlying stock price at the grant date. We recognize compensation expense on all of these awards on a straight-line basis over the vesting period. We account for forfeitures as they occur.
A summary of activity of the outstanding time-based restricted stock units for 2024, 2023 and 2022 is presented below:
202420232022
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards outstanding as of January 1100,999 $171.43 124,284 $194.60 96,989 $157.49 
Awards granted72,971 116.14 67,734 148.85 96,620 219.60 
Stock issued(38,795)184.97 (62,251)173.52 (48,253)183.00 
Awards forfeited/cancelled(24,430)141.73 (28,768)213.84 (21,072)223.90 
Awards outstanding as of December 31110,745 $136.77 100,999 $171.43 124,284 $194.60 
Deferred Stock Units
We grant deferred stock units to non-management directors. These awards are fully vested on the date of grant and the related shares are generally issued on the 13-month anniversary of the grant date unless the individual elects to defer the receipt of those shares. Each deferred stock unit results in the issuance of one share of Rogers’ capital stock. The grant of deferred stock units is typically done annually during the second quarter of each year. The fair value of the award is determined by the market value of the underlying stock price at the grant date.
A summary of activity of the outstanding deferred stock units for 2024, 2023 and 2022 is presented below:
202420232022
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards OutstandingWeighted-
Average
Grant Date Fair Value
Awards outstanding as of January 18,100 $161.90 6,850 $232.51 9,500 $173.82 
Awards granted10,950 119.91 8,100 161.90 4,800 272.12 
Stock issued(7,150)161.89 (6,850)232.51 (7,450)183.20 
Awards outstanding as of December 3111,900 $123.27 8,100 $161.9 6,850 $232.51