ROG 8-K
Rogers Corp (ROG)
8-K
2026-05-19
For: 2026-05-19
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Added on
May 19, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 19, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(480 ) 917-6000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
par value $1.00 per share | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President, Chief Executive Officer and Director
On May 19, 2026, the board of directors (the “Board”) of Rogers Corporation (the “Company”) appointed Ali El-Haj, currently the Company’s Interim President and Chief Executive Officer, to the positions of President and Chief Executive Officer and as a member of the Board, effective immediately. The appointment of Mr. El-Haj follows the completion of an extensive executive search of potential chief executive officer candidates conducted by the Board.
Mr. El-Haj will continue to serve as “principal executive officer” of the Company for purposes of the Securities Exchange Act of 1934, as amended.
Mr. El-Haj and the Company have entered into an offer letter in connection with his appointment, which provides for an annual base salary of $750,000 and a target annual incentive equal to 100% of base salary under the Company’s Annual Incentive Compensation Plan (“AICP”) for calendar year 2026. In addition, Mr. El-Haj will receive a long-term incentive equity grant with a value of $5,000,000 ($3,200,000 in time-based restricted stock units, vesting 44% on the first two anniversaries of May 28, 2026 and 12% on the third anniversary, and $1,800,000 in performance-based restricted stock units), with terms that are otherwise generally consistent with the Company’s standard long-term incentive grants. He will also be eligible to participate in the Rogers Corporation Executive Severance Plan. The foregoing description of the offer letter is not complete and is qualified in its entirety by reference to the full text of the offer letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Set forth below is the biographical information of Mr. El-Haj, as required by Item 401 of Regulation S-K:
From July 12, 2025 to May 18, 2026, Mr. El-Haj served as Interim President and Chief Executive Officer of the Company. From March 2025 through July 11, 2025, Mr. El-Haj served as an independent management consultant for the Company. From June 2020 to December 2024, Mr. El-Haj served as Chief Executive Officer and as a member of the board of directors of Techniplas, a company that specializes in providing advanced manufacturing solutions, primarily focusing on the automotive industry. Before that, Mr. El-Haj held many executive and other leadership positions, including as the President and Chief Executive Officer and a member of the board of directors of Cap-Con Automotive (2007 – 2017), and as President of Casco Products (2001 - 2007).
There are no arrangements or understandings between Mr. El-Haj and any other person pursuant to which he was appointed as an executive officer or director and Mr. El-Haj does not have a direct or indirect material interest in any “related party” transaction required to be separately disclosed pursuant to Item 404(a) of Regulation S-K. Mr. El-Haj does not have any family relationships with any of the Company’s directors or executive officers. Reference is made to the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 24, 2026, for the information required by Items 401(b), (d), (e), and Item 404(a) of Regulation S-K regarding Mr. El-Haj.
Item 8.01 Other Events.
On May 19, 2026, the Company issued a press release announcing the appointment of Mr. El-Haj to the positions of President, Chief Executive Officer and Director of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1* | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
*Management contract or compensatory plan or arrangement. | ||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROGERS CORPORATION | |||||||||||||||||||||||
(Registrant) | |||||||||||||||||||||||
| Date: May 19, 2026 | By: | /s/ Jessica A. Morton | |||||||||||||||||||||
| Jessica A. Morton | |||||||||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||||||||||||
Exhibit 10.1
2225 W. Chandler Boulevard | Chandler, AZ 85226 | 480.917.6000
May 19, 2026
Ali El-Haj
41 Tuckahoe Road
Easton, CT 06612
Dear Mr. El-Haj,
It is a pleasure to confirm an offer for the position of President and Chief Executive Officer of Rogers Corporation (the “Company” or “Rogers”) (subject to the conditions described below). Rogers does not enter into employment contracts, and your employment will continue to be “at will.” As of the appointment date (defined below), the compensation package described below supersedes any prior discussions, written or oral, related to your compensation package with Rogers, to the extent inconsistent with any prior agreements that are currently in effect. For the avoidance of doubt, the time-based restricted stock unit award granted to you on July 12, 2025 in accordance with the terms set forth in the applicable award agreement will not be impacted by this letter agreement. Below is a general description of the terms we expect to apply to your employment, which may be changed or modified by Rogers at any time:
The position is effective on May 19, 2026 (the “appointment date”).
The compensation package for this position is as follows and is subject to the usual payroll deductions such as income tax and Social Security:
•Your starting salary will be 750,000 USD per year, which is paid bi-weekly. This is an exempt position, which means that your salary is intended to compensate you for all hours worked, and you will not be eligible to receive overtime pay.
•You will continue to be eligible to participate in the Annual Incentive Compensation Plan (“AICP”). Your target bonus opportunity under the AICP for 2026 will remain at 100% of base salary. Awards are subject to the terms of the AICP and approval by the Compensation and Organization Committee (the “Committee”).
•You will receive a long-term incentive grant for 2026, valued at 5,000,000 USD, effective on the appointment date, comprised of (i) 3,200,000 USD allocated to time-based restricted stock units (with 44% vesting on the first two anniversaries of May 28, 2026 and 12% vesting on the third anniversary thereof) and (ii) 1,800,000 USD allocated to performance-based restricted stock units (with a performance period from 2026-2028). The total number of stock units (assuming a “target” performance level for the performance-based restricted stock units) will be determined by dividing the grant value specified above by the average closing stock price for the 30 trading days prior to your date of appointment.
•You will continue to be eligible for four (4) weeks of vacation annually, prorated for partial years of employment.
Exhibit 10.1
2225 W. Chandler Boulevard | Chandler, AZ 85226 | 480.917.6000
You will have the opportunity to participate in the retirement, health and other benefit programs provided to executives of Rogers, provided that you meet the eligibility requirements of such programs, and subject to the right of Rogers to amend or terminate such programs in accordance with their terms. You will also be eligible to participate in the Rogers Corporation Executive Severance Plan. For the purpose of determining “years of vesting service” (or a similar concept) under any program, plan or arrangement maintained by Rogers or its affiliates, you will not receive service credit for the time that you served as a consultant to the Company prior to your commencement of employment with Rogers on July 12, 2025.
You previously signed an agreement regarding confidentiality of trade secrets and confidential business information and setting forth certain restrictive covenants (Employment, Invention, Confidentiality and Non- Compete Agreement), which agreement continues to remain in effect in accordance with its terms.
As mentioned above, your employment is “at will,” meaning that either you or Rogers may terminate your employment at any time and for any reason, with or without cause or notice, regardless of any representations that may have been made to you. This letter does not establish a contractual employment relationship. It is Rogers' policy not to enter into employment contracts.
During your continued employment, you agree to serve, if elected, as an officer, director or trustee of the Company and any of its affiliates, and in such capacity to carry out the duties and responsibilities reasonably appropriate to any such position, without any additional compensation. Contemporaneous with the cessation of your employment for any reason, unless otherwise requested by the Company’s board of directors, you agree to resign from all officer, director and trustee positions with the Company and its affiliates and execute any documents requested by the Company and its affiliates to confirm that resignation.
You agree to continue to comply with and be bound by the policies of the Company and its affiliates as in effect from time to time, including (without limitation) policies regarding ethics, personal conduct, stock ownership, securities trading, clawback and hedging and pledging of securities.
We look forward to continuing to work with you.
Sincerely,
/s/ Armand F. Lauzon, Jr.
Armand F. Lauzon, Jr.
Chair of the Board
/s/ Ali El-Haj
Offer Accepted by Ali El-Haj
CC: Jessica Morton, Sr. Vice President, General Counsel & Corporate Secretary
Exhibit 99.1
Rogers Corporation Appoints Ali El-Haj Chief Executive Officer
Chandler, Arizona – May 19, 2026 — Rogers Corporation (NYSE: ROG) (“Rogers”) announced that its Board of Directors has appointed Ali El-Haj as President and Chief Executive Officer of the Company and a member of the Company’s Board of Directors, effective today.
“As interim CEO, Ali has driven improved execution and brought greater focus to innovation priorities, positioning Rogers for sustained performance,” said Armand Lauzon, Chair of the Board of Rogers. “He will continue to lead the Company as it enters its next phase of growth and value creation.
“Ali is an accomplished leader with deep operational expertise in our core businesses and extensive global experience across key markets. The Board conducted a thorough and deliberate process, and we are confident that Ali brings both the strong leadership capabilities and strategic perspective needed to further optimize our existing business and advance the critical priorities that can drive meaningful growth. We also look forward to his contributions as a member of the Board, where he will bring valuable insight into our long-term strategic direction. He will partner effectively with our Executive Leadership Team and employees worldwide to deliver value for our shareholders and other stakeholders.”
Mr. El-Haj added, “I am honored to be appointed President and Chief Executive Officer of Rogers at this critical time. The Company has a strong foundation, including differentiated technologies, leading positions in its markets, and a talented global team. I look forward to working closely with the team to build on these strengths, enhance execution, and unlock opportunities for significant growth.”
About Ali El-Haj
Mr. El-Haj is a seasoned CEO with over 30 years of international experience leading growth, turnarounds, and strategic expansion in the automotive and manufacturing industries. Most recently, he guided Techniplas, a Tier 1 supplier, through multiple acquisitions, complex COVID-19 supply chain challenges, and securing several contracts with European OEMs. Prior to that, Mr. El-Haj served as President and CEO of CAP-CON Automotive Technologies, where he expanded Casco Products into a global leader in sensor and connectivity systems, and simultaneously led ARC Automotive through a major turnaround. Mr. El-Haj holds a master’s degree in physics/quantum mechanics from the University of Connecticut and a bachelor’s degree in electrical and computer engineering from the University of Bridgeport.
About Rogers Corporation
Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United
Exhibit 99.1
States, Asia and Europe, with sales offices worldwide. For more information, visit www.rogerscorp.com.
Safe Harbor Statement
Statements included in this release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. For additional information about the risks, uncertainties and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.
Investor Contact:
Steve Haymore
Senior Director, Investor Relations
Phone: 480.917.6026
Email: [email protected]