DEF 14A of McEwen Inc., Apr 30, 2025

DEF 14A of McEwen Inc.

Filed Apr 30, 2025 · FY20240001104659-25-042532

Open on EDGAR

  1. Election of Directors; Majority Voting Policy

    Election of Directors; Majority Voting Policy Directors are elected by a plurality of the votes cast for the election, subject to our Majority Voting Policy (the “Majority Voting Policy”). The eleven nominees for director who receive the highest number of votes will be elected to the Board of Directors. Any shares not voted for the election, whether due to abstentions, broker non-votes or otherwise, will have no effect on the election of the directors. Pursuant to our Majority Voting Policy, in the absence of a contested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election must promptly tender his or her resignation to the Board. The Compensation, Nominating and Governance Committee of our Board (or, under certain circumstances, another Committee appointed by the Board) will promptly consider that resignation and will recommend to the Board whether to accept the tendered resignation or reject it based on all relevant factors. The Board must then act on that recommendation no later than 90 days following the date of an annual meeting of shareholders. Within four days of the Board’s decision, we must disclose the decision in a Current Report on Form 8-K filed with the SEC that includes a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the resignation.

  2. PROPOSAL FOR ELECTION OF DIRECTORS

    PROPOSAL FOR ELECTION OF DIRECTORS The Board of Directors currently consists of nine members. Allen Ambrose, Robin Dunbar and Merri Sanchez are not seeking nomination and reelection. The six remaining directors along with Dalia Asterbadi, Alfred Colas, John Florek, Steve Kaszas, and Michael Melanson have been nominated to serve until the next annual meeting of shareholders and until their successors are elected and qualified. The eleven nominees have indicated that they are willing and able to serve as directors if elected. If any of the nominees becomes unable or unwilling to serve, the accompanying proxy may be voted for the election of such other person as shall be designated by the Board of Directors.

  3. Directors and Executive Officers

    Directors and Executive Officers The following table reflects our directors and executive officers as of the date of this proxy statement:

  4. Directors and Executive Officers

    | Name | Age | Positions With the Company | Board Position Held Since | | Robert R. McEwen | 75 | Chairman of the Board and Chief Executive Officer | 2005 | | Allen V. Ambrose(1)(2)(5) | 68 | Director | 2012 | | Richard W. Brissenden(2)(3) | 80 | Director | 2012 | | Nicolas Darveau-Garneau | 56 | Director | 2023 | | Robin E. Dunbar(1)(3)(5) | 66 | Director | 2017 | | Michelle Makori(4) | 47 | Director | 2023 | | Dr. Merri J. Sanchez(1)(5) | 62 | Director | 2022 | | William M. Shaver(2) | 77 | Interim Chief Operating Officer, Director | 2021 | | Ian J. Ball(3)(4) | 43 | Director | 2022 | | Perry Ing | 49 | Interim Chief Financial Officer | — | | Carmen L. Diges | 54 | General Counsel and Secretary | — | | Stefan M. Spears | 43 | Vice President, Corporate Development | — | | Jeffrey Chan | 39 | Vice President, Finance | — |

  5. Directors and Executive Officers

    (1) Member of the Compensation, Nominating & Corporate Governance Committee. (2) Member of the Environmental, Health & Safety Committee. (3) Member of the Audit Committee. (4) Member of the Disclosure Committee. (5) Not seeking nomination and reelection as director. All of our directors named above except Mr. McEwen and Mr. Shaver are independent as defined under the NYSE Rules. The following information summarizes the recent (at least five years) business experience of our officers and directors:

  6. Our Directors

    Our Directors Robert R. McEwen. Mr. McEwen became the Chairman of our Board of Directors and our Chief Executive Officer on August 18, 2005. Mr. McEwen was also Non-Executive Chairman of Lexam VG Gold Inc. (“Lexam”) from January 2011 to April 2017, at which time we completed the acquisition of Lexam. Mr. McEwen was Chief Executive Officer of US Gold Corporation from August 2005 to January 2012 (when the name was changed to McEwen Mining Inc.) and was also the President and Chief Executive Officer of Minera Andes Inc. from June 2009 until January 2012, when we completed the acquisition of that entity. He was the Chief Executive Officer of Goldcorp Inc. from June 1986 until February 2005 and the Chairman of that company from 1986 to October 2005. Goldcorp is engaged in the business of exploring for and producing gold and other precious metals and is now part of Newmont Corporation. Our Board believes that Mr. McEwen’s 30+ years of experience in the mining industry, and particularly the experience he developed by guiding Goldcorp from a start-up into a senior gold producer, provides him with the desired skills, attributes and qualifications to serve as a member of our Board. Richard W. Brissenden. Mr. Brissenden is a Chartered Professional Accountant (Ontario) and a graduate of the Directors Education Program of the Institute of Corporate Directors with an ICD.D designation, with more than 30 years of experience in the mining and exploration sector. He is presently retired. From December 2013 until April 2018, Mr. Brissenden was a director of Banro Corporation, a Canadian gold mining company with securities traded on the Toronto Stock Exchange (“TSX”) and NYSE American, and served as its Chairman (May 2014 to January 2015; January 2016 to April 2018) and its Executive Chairman (January 2015 to December 2015). He also served as a director of Lexam from January 2011 until April 2017 when it was acquired by McEwen Mining, at which point he continued as a director of McEwen Mining. He previously served as a board member and executive of numerous companies in the mining and mineral exploration sector. The Board believes that Mr. Brissenden’s significant financial experience as a chartered professional accountant and member of numerous public company Audit Committees, as well as significant understanding of and experience in the mining industry, provides the requisite skills and qualifications to serve as a member of our Board. Nicolas Darveau-Garneau. Mr. Darveau-Garneau was appointed to the Board effective November 17, 2023. Mr. Darveau-Garneau is an Artificial Intelligence (AI) and digital transformation expert with over 25 years of experience. He was Google’s Chief Evangelist, where he worked with the C-suites of more than 800 of Google’s top customers to help them accelerate their digital transformation. He also worked as Chief Strategy and Growth Officer at Coveo, a leading AI company, and is currently the President of Garneau Digital Advisors. Mr. Darveau-Garneau has been a technology entrepreneur, investor, and analyst since 1995. He was part of the founding team of msn.com at Microsoft. He co-founded four Internet companies, selling three of them. Nick has also invested in 21 technology companies. He was also a management consultant at McKinsey & Co. and a senior equity analyst at Sanford C. Bernstein, a top-ranked Wall Street firm. He graduated with a Bachelor’s in Mathematics from the University of Waterloo and an MBA from Harvard Business School. Our Board believes that Mr. Darveau-Garneau’s experience as a director on a number of boards and committees, and with expertise in digital transformation, AI governance, and customer experience provides the requisite skills and qualifications to serve as a member of our Board. Michelle Makori. Ms. Makori was appointed to the Board effective August 9, 2023. Ms. Makori is an internationally acclaimed broadcast journalist, news anchor, reporter, and producer. She was most recently the Editor-in-Chief and Lead Anchor at Kitco News, focusing on commodities and precious metals. Ms. Makori has worked as an anchor, reporter and producer for Bloomberg, CNN Money, i24News, SABC and CGTN. As an anchor and reporter, Ms. Makori has covered and analyzed the biggest global economic, financial, and geopolitical events of the past two decades. Ms. Makori has interviewed heads of state, CEOs of Fortune 500 companies, and other political, business, and entertainment leaders. Ms. Makori has also served as MC, host and panel moderator for conferences and events around the globe. Ms. Makori holds a Post Graduate Honors Degree in Media Studies and Journalism (with distinction) and a Bachelor of Arts with a double major in Law and Psychology, both from South Africa’s University of the Witwatersrand. Ms. Makori graduated top of her class from Damelin Business School. Our Board believes that Ms. Makori’s extensive experience in commodities and precious metals, insights into global markets, and corporate disclosure policies align with the strategic goals of the Company and make Ms. Makori an asset to our Board. William M. Shaver. Mr. Shaver has served as Interim Chief Operations Officer of McEwen Mining since June 2022 and has been a director since September 2021. Mr. Shaver is a seasoned mining executive with over 50 years of management and executive experience in all facets of mine design, construction, and operations. In 1980, he was a founder of Dynatec Corporation, which became one of the leading contracting and mine operating groups in North America. In 2013, he was recognized as the Ernst & Young Entrepreneur of the Year for his devotion to bringing innovation to the mining industry. Most recently, he served as Chief Operating Officer of INV Metals from 2017 until its sale to Dundee Precious Metals in July 2021. He completed the Technician Program at the Haileybury School of Mines and is a Professional Engineer with a B.Sc. in Mining Engineering from Queens University in Kingston. He is also a designated Independent Corporate Director, having received his ICD.D designation in 2019. His extensive technical knowledge and experience serving in various senior capacities with a wide variety of companies over his tenure provides him with the skills and qualifications to be the Chair of our Environmental Health and Safety Committee as well as a valuable board member. Ian Ball. Mr. Ball was elected to the Board of Directors at the 2022 annual meeting. He has spent the majority of his professional career in the mining and natural resource sector. In various executive and management roles, he has been involved in companies focused on precious metal exploration projects in North and South America. He most recently served as the President and CEO of Abitibi Royalties, Inc. a gold royalty company whose shares were quoted on the TSX-V, and Mr. Ball also served on the company’s board of directors. Mr. Ball joined Abitibi Royalties, Inc. in 2014 and served as an officer and director until 2021 when the company was acquired. Prior to his tenure at Abitibi Royalties, Inc., Mr. Ball served as the Company’s President and in other executive officer capacities in addition to officer roles for certain of its subsidiaries. He received a degree from Ryerson University and Durham College. Our Board believes that Mr. Ball’s significant experience in the mining and precious metal exploration industry, and particularly the experience he developed by leading Abitibi Royalties, Inc. and his prior tenure with the Company, provides him with the desired skills, attributes and qualifications to serve as a member of our Board. The following additional individuals have been nominated to serve on the board: These individuals were recommended for nomination to the Compensation, Corporate Governance and Nominating Committee by the Chief Executive Officer, with the exception of Mr. Colas who was recommended by another executive officer.

  7. Our Directors

    Dalia Asterbadi. Ms. Asterbadi brings over fifteen years of experience in pioneering technology and strategic development. Ms. Asterbadi currently works as a Philanthropy and Innovation Officer at MemberNova and an Advisor and Technology Evangelist for Giftagram. Ms. Asterbadi started her career by advancing through various roles in marketing, communications, and customer success, ultimately becoming the founder and Chief Data Scientist of Verve.ai, an augmented intelligence automation company. Ms. Asterbadi has focused extensively on applied innovation and the development of intellectual property in emerging technologies, contributing to advancements in data science as early as 2015. She pursued studies in systems engineering at the University of Guelph and in machine learning at Stanford University with a strong emphasis on real-world application. Our Board believes that Ms. Asterbadi’s expertise in technology, innovation, system engineering and customer experience provides the requisite skills and qualifications to serve as a member of our Board. Alfred Colas. Mr. Colas is a trilingual finance business executive with over 30 years of leadership experience with public companies including M&A, integrations, financings and management in mining, lumber, renewable energy and private-equity investment organizations, both nationally and in Latin America. Mr. Colas is currently the Chief Financial Officer of Jaguar Mining Inc., a TSX listed company. Starting his career at Pricewaterhouse and J.P. Morgan Canada, Mr. Colas transitioned to Barrick Gold rising up through the operations and corporate finance teams. More recently, Mr. Colas has led financial strategy and execution in the forestry and mining sectors, respectively in the role of Chief Financial Officer of GreenFirst Forest Products Inc. (TSX:GFP) from April 2022 to September 2023, and prior to that, as Chief Financial Officer of Excellon Resources Inc. (NYSE:EXN, TSX:EXN) from October 2020 to March 2022. Mr. Colas holds his Chartered Accountant and Chartered Professional Accountant designations. He has also successfully completed the Canadian Securities Course and received a Mining Business Administration diploma from the Universidad Adolfo Ibáñez business school in Santiago Chile. Mr. Colas graduated with a Bachelor of Commerce from the University of Toronto in 1992. The Board believes that Mr. Colas’ significant financial experience as a chartered professional accountant and chief financial officer, as well as significant understanding of and experience in the mining industry, provides the requisite skills and qualifications to serve as a member of our Board. John Florek. Mr. Florek brings over 35 years of experience in the mining industry as a professional geologist. Throughout his distinguished career, he has held a variety of senior roles in both exploration and production with major companies such as BHP, Placer Dome, Barrick Gold, Teck, and several publicly listed junior exploration companies. His career trajectory led him to prominent leadership positions, including Chief Geologist at Agnico Eagle, Kirkland Lake Gold, and Detour Lake Gold. Currently, Mr. Florek serves as Chief Executive Officer, President, and Director of Emperor Metals since November 2022, and as Chief Executive Officer, and Director of Sankamap Metals Inc. since June 2022. Prior to these roles, he held the position of Geology Superintendent (Chief Geologist) from January 2016 to September 2022 at Agnico Eagle, Kirkland Lake Gold, and Detour Lake Gold, where he was responsible for overseeing geological operations at major gold mining sites across Canada. He holds a Bachelor of Science in Geology from the University of Maine and a Master of Science in Geology from Queen’s University. The Board is confident that Mr. Florek’s extensive expertise in geology, coupled with his executive leadership and board experience across multiple publicly traded companies, make him exceptionally well-qualified to serve as a member of our Board. Steve Kaszas. Mr. Kaszas has over four decades of experience in the financial services industry. A licensed investment advisor in both Canada and the United States, Mr. Kaszas started his career at Burns Fry, quickly rising to become a shareholder. Mr. Kaszas was a senior leader with the Altberg Kaszas Group at BMO Nesbitt Burns until he retired. Mr. Kaszas is a dedicated community advocate and recipient of the Queen Elizabeth II Golden Jubilee Medal. Mr. Kaszas brings a wealth of financial expertise, a global perspective, and a passion for fostering sustainable growth. His ability to navigate complex economic landscapes, coupled with his dedication to integrity and service, makes him a valuable addition to our Board. Michael Melanson. Mr. Melanson has been practicing law for over 40 years advising clients on a variety of corporate and securities law matters, with a particular focus on capital markets transactions, including public and private offerings of securities, take-over bids and mergers and acquisitions, acting for clients in a wide range of industries, particularly in the mining industry. Mr. Melanson is currently Of Counsel with Bennett Jones LLP, a role he has held since January 2025 following his retirement as Partner in December 2024. In addition to working in private practice, Mr. Melanson started his early career at the Toronto Stock Exchange and the Ontario Securities Commission. Mr. Melanson has frequently been listed in various directories of top lawyers, including in Chambers Global, Chambers Canada, Who’s Who Legal, Best Lawyers in Canada and Lexpert in the mining and corporate finance & securities practice areas. Mr. Melanson graduated with a Bachelor of Commerce from McMaster University, a Bachelor of Laws from the University of Toronto, and a Master of Business Administration from the University of Toronto. Mr. Melanson’s extensive experience with corporate and securities matters and dealing with clients in the mining sector provide him with the skills and qualifications to be a valuable member of our Board.

  8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

    COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  9. Overview of Compensation Philosophy, Objectives and Policies

    Overview of Compensation Philosophy, Objectives and Policies Our goal in designing our executive and employee compensation is to achieve three principal objectives. First, the program is intended to be fully competitive so that we may attract, motivate and retain talented executives and key employees. Second, the program is intended to create an alignment of interests between our executives and key employees, on the one hand, and our shareholders, on the other, such that a portion of each executive’s or key employee’s compensation consists of awards of stock options or restricted stock grants. In this manner, if the price of our stock increases over time, our executive officers, key employees and our shareholders will benefit. The compensation program is designed to reward performance that supports our principles of building long-term shareholder value and may also recognize individual performance from time to time which the Compensation Committee believes contributes to the success of our company. Third, we believe our compensation program should reflect our corporate culture, which includes carefully managing operating expenses, including compensation, and rewarding executives and other employees in the event that McEwen Mining is successful. To promote this culture, our executives receive what we believe to be competitive base salaries and are eligible to receive bonuses in the event their performance merits such bonuses and McEwen Mining is successful in achieving its strategic targets. Executives may also earn significant gains from equity awards in the event of an increase in the price of our common stock. Our corporate culture also emphasizes teamwork, especially among our executive officers. To encourage teamwork, we structure executive compensation (particularly base salary and bonus amounts) at similar levels for similarly situated members of our executive team. We do not believe our compensation program creates incentives for our employees to engage in risk-taking behavior that would likely have a significant adverse impact on our company. Our shareholders overwhelmingly approved the compensation of our named executive officers at our 2022 annual meeting. Further, at that meeting, our shareholders agreed to hold an advisory vote on our executive compensation once every three years. As a result, we have not made any significant changes to our compensation philosophy or policies for 2024. While the adoption of the McEwen Mining Inc. 2024 Equity and Incentive Plan (the “2024 Plan”), approved by our shareholders at our 2024 Annual Meeting, offers us greater flexibility in the types of awards we can issue to our directors, executive officers and employees, the policies guiding granting of awards in 2024 were consistent with those used in recent years.

  10. Elements and Mix of Compensation

    Elements and Mix of Compensation Our present compensation structure for the named executive officers generally consists of salary and incentive compensation. The incentive component consists of a short-term cash portion and a long-term equity portion. We believe the present structure achieves our compensation objectives. The compensation of our named executive officers is designed to be competitive so that we may attract and retain talented executives. Discretionary bonus compensation is designed to reward individual performance and recognize the achievement of corporate objectives. The long-term equity portion of the compensation of the named executive officers is designed to align the interests of the executives and key employees with our shareholders by encouraging equity ownership through awards of stock options to executive officers and key employees and to motivate our named executive officers and other key employees to contribute to an increase in shareholder value. While equity ownership is highly encouraged, we do not presently have a policy that requires our named executive officers or directors to own shares of our stock. We have adopted a policy for our employees, including our senior executive officers, and directors which prohibits short sales of our common stock (with the exception of such sales in connection with exercise of stock options), options trading, and hedging transactions with regard to our common stock. This policy applies whether or not the equity securities were acquired through our compensation program.

  11. Determining Executive Compensation

    Determining Executive Compensation Generally, the Compensation Committee (now, Compensation, Nominating and Corporate Governance Committee) meets in January each year to review and recommend to the Board the level of compensation for the named executive officers and key employees for the current year. In establishing our executive compensation, the Compensation Committee consults with our senior management, including our Chief Executive Officer. Our Chief Executive Officer reports to the Committee regarding the individual performance of the other named executive officers. Additionally, the Committee considers recommendations from the named executive officers regarding incentive compensation for key employees who report to that executive officer. The Board also reviews compensation in December and considers cash bonuses at that time as it can review the performance of relevant individuals for the prior fiscal year. Our consideration of base salary for the named executive officers has traditionally been based upon a review of broad-based information obtained from third parties to obtain an understanding of current compensation practices. With regard to the other named executive officers, our Chief Executive Officer recommends the form and amount of compensation that he deems appropriate for the respective individuals. He believes that the base salary of the named executive officers should be competitive and should be augmented with discretionary cash bonuses. He believes that the base salary should generally be within the range of perceived peers for comparable positions, but in the lower percentile of those peers, and in line with our status as a relatively smaller metal producer. The Compensation Committee, in establishing compensation for 2024, did not target a specific percentile in the perceived range of comparative information for each individual executive or for each component of compensation. Instead, the Compensation Committee structured a total compensation package in view of the perceived information and such other factors specific to the executive, including level of responsibility, prior experience, expectations of future performance and our corporate culture. The Compensation Committee uses its judgment in identifying comparative information. As discussed in more detail below, in 2024, each executive received compensation comprised of a base salary, and was eligible for an equity award. The amount of compensation allocated to each element of compensation is determined on a case-by-case basis. We do not have a specific policy for allocating between long-term and currently paid-out compensation, or policies for allocating between cash and non-cash compensation. Cash bonuses are a form of short-term incentive compensation which may be recommended by the Compensation Committee in its discretion, based on individual and overall company performance. There is no specific bonus plan or policy in place setting forth timing of awards or establishing specific performance objectives. The Compensation Committee, with recommendations from the Chief Executive Officer, determines and recommends the amounts and timing of any bonus awards. The long-term equity compensation component of our compensation program is comprised of stock option awards and makes up a significant part of our named executive officers’ compensation package. Under our 2024 Plan, we are authorized to make grants of incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and performance awards to the officers, directors and key employees of our company, including the named executive officers. Effective January 2010, the Board adopted a policy that requires all stock options awarded be subject to a minimum vesting period of three years beginning one year from the date of grant. The stock options are priced at or above the closing market price of our common stock on the grant date, which is the date the Board approves the award, unless circumstances such as non-public material information require a later date. The Committee also takes into consideration the potential tax consequences to the recipient and to our company when determining the form of award. Due to our status as a smaller producer, and our need to conserve working capital to reinvest in our business, our compensation structure is weighted more toward performance bonuses and/or equity compensation and less toward base salary.

  12. Specific Compensation Decisions

    Specific Compensation Decisions During 2024, Robert McEwen, our Chief Executive Officer, was paid a salary of $1, which has been his salary since 2017. Prior to that time, for the entire time he has served as our Chief Executive Officer, he has declined any salary. Mr. McEwen refused any salary to demonstrate his alignment with the interest of the other shareholders of our company. Our remaining executive officers received base salaries during 2024 in accordance with their respective written employment agreements or as otherwise agreed with our Company. The Compensation Committee believes that these base salaries were appropriate in light of each of those officer’s area of responsibility and level of experience and were reasonable in the industry based on information possessed by members of the Committee from experience within our industry. Consistent with our compensation policies, there were increases to the base salaries of all named executive officers during 2024 in respect of cost of living adjustments. Certain of our officers, including Mr. Ing and Mr. Shaver, have agreed to defer payment of their salaries and are expected to receive shares of stock to satisfy deferred amounts. We do not use a formula or set a timeline in determining the amount of equity awards for our named executive officers. Instead, the Compensation Committee exercises its judgment and discretion and considers, among other things, the role and responsibility of the executive, competitive factors, the amount of stock- based equity compensation already held by the executive, the performance of our common stock, the estimated value of the equity awards, non-equity compensation received by the executive, and the total number of shares to be granted to participants during the year. In view of the overwhelming support that we received from the advisory vote on our executive compensation at our 2022 annual meeting, we did not make any material changes to our compensation policies, programs or decisions for 2024. While the adoption of the 2024 Plan offers us greater flexibility in the types of awards we can issue to our directors, executive officers and employees, the policies guiding granting of awards in 2024 were consistent with those used in recent years. Additional benefits provided to executive officers and key employees as part of their compensation packages include health, life and disability insurance. To the extent the named executive officers participate in these programs, they do so generally on the same basis as our other employees. Our named executive officers do not receive perquisites, and we do not maintain any non-equity incentive plans or deferred compensation plans.

  13. Equity Grant Timing Consideration

    Equity Grant Timing Consideration Equity awards are granted to executives at the discretion of the Compensation Committee and generally are made around the end of the 2nd and 4th quarters of the Company’s fiscal year. The Compensation Committee may approve grants to be effective at any time, including in connection with the hiring of an executive. The Compensation Committee did not take material non-public information into account when determining the timing and terms of equity awards in 2024, and we do not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. In 2024, no stock options were granted to any named executive during the period beginning four business days before our filing of a Form 10-Q, Form 10-K, or Form 8-K that discloses material non-public information (other than a Form 8-K disclosing a material new option award grant under Item 5.02(e)) and ending one business day after the filing of such report.

  14. Summary Compensation Table

    Summary Compensation Table The following table sets forth the total compensation paid by us during the last three completed fiscal years to our named executive officers:

  15. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Robert R. McEwen Chairman and Chief Executive Officer | 2024 | 1 | | — | — | 4,907 | 4,907 | | | 2023 | 1 | | 16,887 | 336,330 | 5,838 | 342,169 | | | 2022 | 1 | | — | — | 3,585 | 3,586 | | Perry Ing(3)(5) Interim Chief Financial Officer | 2024 | 243,503 | 98,455 | — | — | 5,771 | 347,730 | | | 2023 | 222,595 | 36,076 | 34,161 | 168,165 | — | 443,722 | | | 2022 | 230,743 | — | — | — | — | 230,743 | | William Shaver(4) Chief Operating Officer | 2024 | 321,929 | 122,292 | — | — | 146 | 444,367 | | | 2023 | 289,420 | 13,852 | — | 201,798 | — | 539,231 | | | 2022 | 287,140 | — | — | — | — | 287,140 | | Stefan Spears(5) Vice President – Corporate Development | 2024 | 180,775 | 72,707 | — | — | 10,760 | 264,242 | | | 2023 | 178,659 | 175,000 | 4,886 | 67,266 | 13,434 | 439,245 | | | 2022 | 152,452 | — | — | — | 9,882 | 162,334 | | Jeff Chan(5) Vice President – Finance | 2024 | 193,503 | 72,459 | — | — | 10,989 | 276,951 | | | 2023 | 170,978 | 50,000 | — | 67,266 | 10,459 | 298,703 | | | 2022 | — | — | — | — | — | — |

  16. Summary Compensation Table

    (1) Calculated using the Black-Scholes option pricing model. Please see Note 13 to the consolidated financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2024 for a description of certain assumptions made in connection with the valuation of these option awards. (2) Amounts paid to the named executive officers represent payment or reimbursement for life insurance, health benefits, and travel unless otherwise stated. (3) Mr. Ing was appointed interim Chief Financial Officer effective June 6, 2022. (4) Mr. Shaver was appointed interim Chief Operating Officer effective June 6, 2022. (5) Portions of Messrs. Ing, Spears, and Chan are, or were, paid in Canadian dollars. The compensation reflected for them in the Summary Compensation Table has been converted to U.S. dollars using the average exchange rate for the applicable years as published by the Bank of Canada. For 2024 the average exchange rate was $0.7302 to C$1.00; for 2023, the average exchange rate was $0.7409 to C$1.00; and for 2022, the average exchange rate was $0.7685 to C$1.00.

  17. GRANTS OF PLAN BASED AWARDS

    GRANTS OF PLAN BASED AWARDS The grants of plan based awards under our 2021 Plan to each named executive officer during the year ended December 31, 2024 are as follows:

  18. GRANTS OF PLAN BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/sh) | ($) | | Perry Ing | 06/14/2024 | — | — | — | — | — | — | 3,221(2) | — | — | 33,370 | | Perry Ing | 06/14/2024 | — | — | — | — | — | — | 20,111(3) | — | — | 208,350 | | William Shaver | 06/14/2024 | — | — | — | — | — | — | 4,014(2) | — | — | 41,585 | | William Shaver | 06/14/2024 | — | — | — | — | — | — | 34,014(3) | — | — | 352,385 | | Stefan Spears | 06/14/2024 | — | — | — | — | — | — | 2,503(2) | — | — | 25,931 | | Jeffrey Chan | 06/14/2024 | — | — | — | — | — | — | 1,675(2) | — | — | 17,353 |

  19. GRANTS OF PLAN BASED AWARDS

    (1) All options are subject to a vesting schedule which requires that the named executive remain an employee of or consultant to the Company in order to exercise such options on the respective vesting date. The target amounts shown in the table represent the maximum number that may be earned if the vesting schedule is satisfied. (2) Represents shares of our common stock issued as bonus shares under our 2021 Plan. Each share was valued at $10.36 at the time of grant. (3) Represents shares of our common stock issued in lieu of cash compensation. Each share was valued at $10.36 at the time of grant. The grants of plan based awards under our 2024 Plan to each named executive officer during the year ended December 31, 2024 are as follows:

  20. GRANTS OF PLAN BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stocks or Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/sh) | ($) | | Perry Ing | 12/27/2024 | — | — | — | — | — | — | 2,107(2) | — | — | 16,687 | | Perry Ing | 12/27/2024 | — | — | — | — | — | — | 13,151(3) | — | — | 104,156 | | William Shaver | 12/27/2024 | — | — | — | — | — | — | 4,014(2) | — | — | 31,791 | | William Shaver | 12/27/2024 | — | — | — | — | — | — | 34,014(3) | — | — | 269,391 | | Stefan Spears | 12/27/2024 | — | — | — | — | — | — | 1,249(2) | — | — | 9,892 | | Jeffrey Chan | 12/27/2024 | — | — | — | — | — | — | 778(2) | — | — | 6,162 |

  21. GRANTS OF PLAN BASED AWARDS

    All options are subject to a vesting schedule which requires that the named executive remain an employee of or consultant to the Company in order to exercise such options on the respective vesting date. The target amounts shown in the table represent the maximum number that may be earned if the vesting schedule is satisfied. Represents shares of our common stock issued as bonus shares under our 2024 Plan. Each share was valued at $7.92 at the time of grant. Represents shares of our common stock issued in lieu of cash compensation. Each share was valued at $7.92 at the time of grant.

  22. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The outstanding equity awards for each of our named executive officers as of December 31, 2024 are as follows:

  23. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option awards | | | | | Stock awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable(1) | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (#) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Robert R. McEwen | 50,000 | — | — | 12.50 | 9/28/2025 | — | — | — | — | | Robert R. McEwen | 33,333 | 66,667 | — | 7.10 | 6/28/2028 | — | — | — | — | | Perry Ing | 16,666 | 33,334 | — | 7.10 | 6/28/2028 | — | — | — | — | | William Shaver | 10,000 | — | — | 13.10 | 11/03/2026 | — | — | — | — | | William Shaver | 23,333 | 46,667 | — | 7.10 | 6/28/2028 | — | — | — | — | | Stefan Spears | 12,600 | — | — | 12.50 | 9/28/2025 | — | — | — | — | | Stefan Spears | 6,666 | 13,334 | — | 7.10 | 6/28/2028 | — | — | — | — | | Jeffrey Chan | 6,666 | 13,334 | — | 7.10 | 6/28/2028 | — | — | — | — |

  24. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    All options vest in equal installments over three years beginning on the first anniversary of the grant date.

  25. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED There were no options exercised or stock vested by or on behalf of any of any of our named executive officers during the year ended December 31, 2024.

  26. PENSION BENEFITS

    PENSION BENEFITS None of our named executive officers participates in a plan that provides for payments or other benefits at, following, or in connection with retirement.

  27. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION None of our named executive officers participated in or had account balances in non-qualified defined contribution plans or other non-qualified deferred compensation plans maintained by us during fiscal year 2024.

  28. CEO PAY RATIO

    CEO PAY RATIO As mandated by SEC rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer (“CEO”), Robert R. McEwen, to the annual total compensation of our median employee. In accordance with the methodology set forth below, we have determined that the 2024 annual total compensation of the median employee who was employed as of December 31, 2024, excluding the CEO, was $78,000. Our CEO’s annual total compensation for 2024, as reported in the Summary Compensation Table above, was $4,907. Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees other than the CEO was 16 to 1. This pay ratio is a reasonable estimate calculated in accordance with SEC rules. We selected December 31, 2024 as the date on which to determine our median employee. As of that date, our employee population consisted of 424 individuals working at the Company or any of our wholly-owned subsidiaries. To identify the median employee: • We used a cash compensation measure consistently applied to all employees, which included each employee’s gross earnings, consisting of cash base salary or wages plus overtime and cash bonus paid under our short-term incentive plan. We also consistently excluded non-cash compensation, such as non-cash bonus. • For employees that partially worked during the 2024 year, we annualized the compensation received but did not adjust for part-time status. • The cash compensation for our employees was derived from our payroll records and from payroll records maintained by our wholly-owned subsidiaries, in each case, for the period from January 1, 2024 through December 31, 2024. For payroll records held in a foreign currency, we used the average foreign exchange rate to the U.S. dollar, reported by the Federal Reserve or the national bank of the country, for the period from January 1, 2024 through December 31, 2024. After identifying the median employee, we determined such employee’s annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K as required by SEC rules. This calculation is the same calculation used to determine total compensation for purposes of the 2024 Summary Compensation Table with respect to each of the named executive officers. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions, and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices (including compensation of the CEO) or regional demographics or may utilize different methodologies and assumptions in calculating their pay ratios.

  29. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by and in accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the following disclosure summarizes the relationship between executive compensation actually paid by the Company and our financial performance over the last five years:

  30. PAY VERSUS PERFORMANCE

    | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(1)(6) | | AVERAGE SUMMARY COMPENSATION TABLE FOR NON-PEO NEOS(2) | AVERAGE SUMMARY COMPENSATION ACTUALLY PAID FOR NON-PEO NEOS(2)(6) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON | | NET INCOME(4) (MILLIONS) | | AISC PER OUNCE(5) | | Year | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(3) | | | | | 2024 | $4,907 | -$ | 2,810 | $333,322 | $359,771 | $78.98 | $131.48 | -$ | 43.69 | $1,799.15 | | 2023 | $342,169 | | 377,758 | $465,977 | $460,061 | $73.20 | $116.03 | | 55.30 | $1,615.30 | | 2022 | $3,586 | -$ | 69,110 | $336,661 | $294,413 | $46.14 | $109.14 | -$ | 81.08 | $1,687.88 | | 2021 | $3,706 | -$ | 46,710 | $280,593 | $235,417 | $69.80 | $123.37 | -$ | 56.71 | $1,634.69 | | 2020 | $206,693 | | 175,377 | $285,439 | $265,340 | $77.56 | $104.4 | -$ | 152.33 | $2,077.47 |

  31. PAY VERSUS PERFORMANCE

    (1) In his capacity as Chief Executive Officer, Mr. McEwen is included as our Principal Executive Officer (“PEO”) for 2024, 2023, 2022, 2021 and 2020. See the Summary Compensation Table Total versus Compensation Actually Paid Reconciliation Table below for additional details. (2) In 2024, the Non-PEO NEOs comprises Mr. Ing, Mr. Shaver, Mr. Spears, and Mr. Chan. In 2023, the Non-PEO NEOs comprises Mr. Ing, Mr. Shaver, Ms. Diges, and Mr. Spears. In 2022, the Non-PEO NEOs comprises Mr. Ing (prorated based on June 6, 2022 Interim CFO start date), Mr. Shaver (prorated based on June 6, 2022 COO start date), Stephen McGibbon, Michael Meding (prorated based on February 11, 2022 start date), Anna Ladd-Kruger (prorated based on June 3, 2022 CFO end date) and Peter Mah (prorated based on June 3, 2022 COO end date). In 2021, the Non-PEO NEOs comprises Ms. Ladd-Kruger, Mr. Mah, Mr. McGibbon (prorated based on April 10, 2021 start date), Ruben Wallin (prorated based on April 12, 2021 hire date), Steven Woolfenden (prorated based on March 23, 2021 end date) and Andrew Iaboni (prorated based on January 22, 2021 end date). In 2020, the Non-PEO NEOs comprises Ms. Ladd-Kruger (prorated based on September 29, 2020 CFO start date), Mr. Mah (prorated based on April 2, 2020 COO start date), Meri Verli (prorated based on July 28, 2020 CFO end date), Mr. Woolfenden, Chris Stewart (prorated based on March 18, 2020 COO end date), Sylvain Guerard (prorated based on August 21, 2020 end date) and Mr. Iaboni. (3) Peer Group TSR comprises the NYSE Composite Index. (4) Represents Company Net Income as disclosed in the Company’s Annual Report on Form 10-K for the respective years. (5) All-in sustaining costs (AISC) per ounce is a US Non-GAAP measure consisting of cash costs, plus accretion of retirement obligations and amortization of the asset retirement costs related to operating sites, environmental rehabilitation costs for mines with no reserves, sustaining exploration and development costs, sustaining capital expenditures and sustaining lease payments. Our all-in sustaining costs exclude the allocation of corporate general and administrative costs. The sum of all-in sustaining costs is divided by the corresponding gold equivalent ounces sold to determine a per ounce amount. “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  32. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In November 2005, we established a compensation program for our non-executive directors, which provides cash payments to those directors in addition to long-term incentive equity awards. In 2024, directors received fees of $40,000 annually for their service and additional amounts for Committee service. The Committee service amounts range from $2,000 to $10,000 annually, depending on the Committee and whether the individual takes on additional responsibility as Chair. The directors may also receive cash bonuses from time to time in circumstances where they serve on special committees or undertake additional activities in addition to their usual duties. The compensation received by our directors for the year ended December 31, 2024 is as follows:

  33. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation | All Other Compensation ($) | Total ($) | | Allan Ambrose | 45,000 | — | — | — | — | 45,000 | | Robin Dunbar | 40,000 | — | — | — | — | 40,000 | | William Shaver | 45,000 | — | — | — | — | 45,000 | | Richard Brissenden | 50,000 | — | — | — | — | 50,000 | | Ian Ball | 47,500 | — | — | — | — | 47,500 | | Merri Sanchez | 40,000 | — | — | — | — | 40,000 | | Michelle Makori | 40,000 | — | — | — | — | 40,000 | | Nicolas Darveau-Garneau | 40,000 | — | — | — | — | 40,000 |

  34. DIRECTOR COMPENSATION

    Directors fees were paid in Canadian dollars. The compensation reflected for them in the Summary Compensation Table has been converted to U.S. dollars using the average exchange rate for the applicable years as published by the Bank of Canada. For 2024 the average exchange rate was $0.7302 to C$1.00.