DEF 14A of Coeur Mining, Inc., Apr 4, 2024

DEF 14A of Coeur Mining, Inc.

Filed Apr 4, 2024 · FY20230001140361-24-017966

Open on EDGAR

  1. SCHEDULE 14A INFORMATION

    | 2023 Executive Compensation Information | 79 | | 2023 Summary Compensation Table | 79 | | 2023 Grants of Plan-Based Awards | 81 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 82 | | Outstanding Equity Awards at 2023 Year-End | 83 | | 2023 Stock Vested | 84 | | Nonqualified Deferred Compensation | 84 | | Potential Payments Upon Termination or Change-In-Control | 86 | | 2023 Ratio of CEO Compensation to Median Employee Compensation | 89 | | Pay-versus-Performance Table | 90 | | General Information | 93 | | Other Matters | 97 | | Stockholder Proposals for the 2025 Annual Stockholders’ Meeting | 97 | | Appendix A – Certain Additional Information | 99 | | Reconciliation of Non-U.S. GAAP Information | 99 | | Reserves and Resources | 101 |

  2. Annual Board Self-Evaluation Process

    Annual Board Self-Evaluation Process Majority Vote Standard for the Election of Directors According to our Bylaws, in an uncontested election, the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director. If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board that the director must tender his or her offer of resignation. The NCG Committee will then make a recommendation to the Board whether to accept or reject the tendered resignation offer, or whether other action should be taken, taking into account all of the relevant facts and circumstances. Any director who has tendered his or her offer of resignation may not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests a copy. The information on our website is not incorporated by reference in this Proxy Statement.

  3. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 13 |

  4. Annual Board Self-Evaluation Process

    | Proposal No. 1: | | | Election of Directors | | | What am I voting for? | | | ► | The election of nine directors to hold office until the 2025 Annual Stockholders’ Meeting and until their successors have been elected and qualified. | | ► | Properly executed proxies will be voted at the Annual Meeting FOR the election of each of the nine persons named below unless marked AGAINST or ABSTAIN. |

  5. Annual Board Self-Evaluation Process

    | | The Board of Directors recommends a vote FOR each nominee listed in “Director Nominees” below |

  6. Annual Board Self-Evaluation Process

    Director Nominees The nine individuals named below have been nominated by the Board to be elected as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. Other than Mr. Krcmarov (who was appointed to the Company's Board effective December 11, 2023), each nominee was elected to the Board at the 2023 Annual Meeting. Mr. Krcmarov was identified by our President & CEO as a potential director candidate, and, following meetings with our independent Chairman, the NCG Committee and the full Board, was formally recommended by the NGC Committee to serve as a director. Mr. Edwards, a current Company director, is not standing for re-election. Accordingly, he will cease being a director as of the 2024 Annual Meeting and the size of the Board will be reduced as of the Annual Meeting. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy may vote for a substitute, or substitutes, in their discretion, or the Board may reduce its size or leave a vacancy on the Board. The Board and the NCG Committee have determined that our nominees possess a balanced mix of the qualifications and experiences relevant to the effective governance and oversight of our business. The following table provides certain information about the key skills and qualifications of each director nominee (but does not encompass all skills and qualifications) and additional information about each director nominee follows.

  7. Annual Board Self-Evaluation Process

    | 14 | Coeur Mining 2024 Proxy Statement |

  8. Annual Board Self-Evaluation Process

    | Skills/Background | Adamany | Das | Gress | Hull | Krcmarov | Krebs | Luna | Mellor | Thompson | | Current/Former CEO or Group Executive | | | | | | | | | | | Project Development/ Management | | | | | | | | | | | ESG | | | | | | | | | | | Government Affairs, Regulatory & Legal | | | | | | | | | | | Strategy Development & Execution | | | | | | | | | | | Capital Markets Transactions | | | | | | | | | | | Extractive/Cyclical Industry | | | | | | | | | | | U.S. Public Company Board Service | | | | | | | | | | | Finance/Accounting | | | | | | | | | | | Technology/Cyber Security | | | | | | | | | | | Human Capital Management | | | | | | | | | | | Geographic | | | | | | | | | |

  9. Annual Board Self-Evaluation Process

    | Demographic Information | Adamany | Das | Gress | Hull | Krcmarov | Krebs | Luna | Mellor | Thompson | | Gender | | | | | | | | | | | Female | | | | | | | | | | | Male | | | | | | | | | | | Ethnicity | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | White | | | | | | | | | | | Asian | | | | | | | | | |

  10. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 15 |

  11. Annual Board Self-Evaluation Process

    | Linda L. Adamany AGE: 72 DIRECTOR SINCE: 2013 | Experience | | | | | Independent Lead Director of Jefferies Financial Group Inc. (formerly known as Leucadia National Corporation), a diversified holding company engaged in a variety of businesses, since March 2022 and current chair of the Nominating and Governance Committee (Board member since March 2014); Member of the Board of Directors of Jefferies International Limited, a wholly-owned subsidiary of Jefferies Financial Group Inc., since November 2018 | | | | Non-executive director, Chair of the Compensation Committee of Vitesse Energy, Inc. since January 2023 and of BlackRock Institutional Trust Company since March 2018 | | | | Served at BP plc, a multinational oil and gas company, in several capacities from July 1980 until her retirement in August 2007, most recently from April 2005 to August 2007 as a member of the five-person Refining & Marketing Executive Committee responsible for overseeing day-to-day operations and HR management of BP plc’s Refining & Marketing segment, a $45 billion business at the time | | | | Former non-executive director of Wood plc, a company that provides project, engineering and technical services to energy and industrial markets, from October 2017 to May 2019 | | | | Former non-executive director of Amec Foster Wheeler plc, an engineering, project management and consultancy company, from October 2012 to October 2017, when Amec was acquired by Wood Group plc | | | | Former member of the Board of Directors of National Grid plc, an electricity and gas generation, transmission and distribution company, from November 2006 to November 2012 | | | | Recognized as one of Women Inc. Magazine’s 2018 Most Influential Corporate Directors | | | | Certified Public Accountant | | | Education | | | | | Ms. Adamany earned a degree in Accounting from John Carroll University (magna cum laude) and has completed executive education studies at Harvard University, University of Cambridge and Tsing Hua University (China). | | | Expertise and Qualifications | | | | | Ms. Adamany brings to the Board leadership, financial and accounting expertise, strategic planning experience, and experience in the extractive resources industry and with cyclical businesses through her positions with BP plc and project management experience as director of Wood plc and Amec Foster Wheeler plc. |

  12. Annual Board Self-Evaluation Process

    | 16 | Coeur Mining 2024 Proxy Statement |

  13. Annual Board Self-Evaluation Process

    | Paramita Das AGE: 47 DIRECTOR SINCE: 2023 | Experience | | | | | Former Global Head of Marketing, Development and ESG (Chief Marketing Officer), Metals and Minerals Rio Tinto, a global mining group, from June 2022 through February 2024; President of Rio Tinto Nickle Inc., President and CEO of Alcan Primary Products Company, LLC and Member of the Board of Directors of Rio Tinto Services Inc. from July 2019 through September 2023; General Manager, Marketing and Development, Metals and Head of the Chicago Commercial Office, Rio Tinto from January 2018 to May 2022; Chief of Staff/Group Business Executive to the Rio Tinto Group CEO from December 2016 to December 2017 | | | | Director of Genco Shipping & Trading Limited, a drybulk shipowner focused on global transportation of commodities, since March 2024 | | | | Former Board member of: World Business Chicago from January 2020 to January 2022; Chicago Children’s Museum from June 2019 to June 2021; and UN Women – USNC from 2014 to 2017 | | | Education | | | | | Ms. Das earned a bachelor's degree in Architectural Engineering from Guru Govind Singh Indraprastha University 2001, a Master of Business Administration in 2004 from the University of Louisville and completed additional post-graduate studies in Strategy and Finance at the University of Chicago Booth School of Business in 2010 and 2014. | | | Expertise and Qualifications | | | | | Ms. Das brings to the Board significant leadership and strategic planning experience in the extractive resources industry through her former positions with Rio Tinto. | | | | Ms. Das is an active leader on gender equality and issues affecting women and children. She has worked extensively with forums like UN Women and diversity platforms like Ascend. | | | | Ms. Das is an active speaker by invite on topics related to ESG, blockchain, diversity, supply chains and digital and business transformation. |

  14. Annual Board Self-Evaluation Process

    | Randolph E. Gress AGE: 68 DIRECTOR SINCE: 2013 | Experience | | | | | Retired Chairman, from November 2006 until January 2016, and former director, from August 2004 until January 2016, and Chief Executive Officer, from 2004 until December 2015, of Innophos Holdings, Inc., a leading international producer of performance-critical and nutritional specialty ingredients for the food, beverage, dietary supplements, pharmaceutical and industrial end markets | | | | Various positions with Rhodia SA, a group that specializes in fine chemistry, synthetic fibers and polymers, from 1997 to 2004, including Global President of Specialty Phosphates and Vice President and General Manager of the North American Sulfuric Acid and Regeneration businesses | | | | Various roles at FMC Corporation, from 1982 to 1997, including corporate strategy and various manufacturing, marketing and supply chain positions | | | Education | | | | | Mr. Gress earned a Bachelor of Science in Engineering in Chemical Engineering from Princeton University and earned a Master of Business Administration from Harvard University. | | | Expertise and Qualifications | | | | | Mr. Gress is a seasoned industrial executive with a wide range of experience in international business, mergers & acquisitions, capital markets, operations, strategic planning, financial/accounting, government/regulatory, legal, and mining (phosphates with Innophos Holdings, Inc. and various minerals with FMC Corporation). |

  15. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 17 |

  16. Annual Board Self-Evaluation Process

    | Jeane L. Hull AGE: 69 DIRECTOR SINCE: 2022 | Experience | | | | | Director of Hudbay Minerals Inc. since June 2023, Wheaton Precious Metals Corp. since May 2023, and Eprioc AB since January 2018 | | | | Former member of the Boards of Directors of Copper Mountain Mining Corp. from April 2022 to June 2023, Interfor Corporation from May 2014 to May 2023, Trevali Mining Corporation from January 2021 to September 2022, Pretium Resources Inc. from November 2019 to March 2022 and Cloud Peak Energy Inc. from July 2016 to October 2019 | | | | Serves on the Advisory Board for South Dakota School of Mines and Technology | | | | Former Executive Vice President and Chief Technical Officer at Peabody Energy from 2011 to 2015. Prior to joining Peabody Energy in 2007, she held numerous management, engineering and operations positions with Rio Tinto and its affiliates, lastly as Chief Operating Officer of the Kennecott Utah Copper mine | | | Education | | | | | Ms. Hull earned a Bachelor of Science (Civil Eng.) from South Dakota School of Mines and Technology and a Master of Business Administration from Nova Southeastern University. | | | Expertise and Qualifications | | | | | Ms. Hull brings a wealth of operational leadership and engineering experience, as well as experience on public company boards, with project development/management and with cyclical businesses, most notably through her experiences as Chief Operating Officer at Rio Tinto’s Kennecott Utah Copper mine and Executive Vice President and Chief Technical Officer of Peabody Energy Corporation. |

  17. Annual Board Self-Evaluation Process

    | Robert Krcmarov AGE: 59 DIRECTOR SINCE: 2023 | Experience | | | | | International mining executive and geologist holding roles at site, regional and corporate levels throughout his 35 years of natural resources industry experience | | | | Director of Major Drilling Group International Inc. since September 2022, Osisko Gold Royalties Ltd. since October 2022, and Orla Mining Ltd. since November 2023 | | | | Former executive with Barrick Gold Corporation, a mining company that produces gold and copper, including Executive Vice President Exploration and Growth from March 2016 until November 2021, and technical advisor from November 2021 to November 2023 | | | Education | | | | | Mr. Krcmarov earned a Bachelor of Science in Geology from the University of Adelaide and a Master of Economic Geology from the University of Tasmania. | | | Expertise and Qualifications | | | | | Mr. Krcmarov’s leadership capabilities span mineral exploration, drilling operations, mining operations, change management, research and development, and strategic planning. His depth of experience includes extensive expertise in mergers and acquisitions, evaluation of new business opportunities, external joint venture negotiations, capital markets engagement and a long track record of running safe, responsible operations. |

  18. Annual Board Self-Evaluation Process

    | 18 | Coeur Mining 2024 Proxy Statement |

  19. Annual Board Self-Evaluation Process

    | Mitchell J. Krebs AGE: 52 DIRECTOR SINCE: 2011 | Experience | | | | | President and Chief Executive Officer of Coeur Mining, Inc. since 2011. Mr. Krebs joined Coeur in 1995 after spending several years in the investment banking industry in New York. Mr. Krebs held various positions in corporate development, including Senior Vice President of Corporate Development for the Company. In March 2008, Mr. Krebs was named Chief Financial Officer, a position he held until being appointed President and CEO | | | | Chairman of the National Mining Association (Former Chair of ESG Task Force) | | | | Former member of the Board of Directors of Kansas City Southern Railway Company from May 2017 to April 2023 | | | | Executive Committee member and past President of The Silver Institute | | | Education | | | | | Mr. Krebs earned a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania and a Master of Business Administration from Harvard University. | | | Expertise and Qualifications | | | | | Mr. Krebs brings leadership, industry, capital markets, mergers & acquisitions, and strategic planning experience to the Board, as well as in-depth knowledge of Coeur through the various high-level management positions he has held with the Company over the years. |

  20. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 19 |

  21. Annual Board Self-Evaluation Process

    | Eduardo Luna AGE: 78 DIRECTOR SINCE: 2018 | Experience | | | | | Chairman of the Board of Directors of Rochester Resources Ltd., a junior natural resources company with assets in Mexico, since 2018 (and various roles with the company prior to that time) | | | | Former member of the Board of Directors of Wheaton Precious Metals Corp., a precious metals streaming company, from 2004 to May 2023; Chairman of the Board of Directors from 2004 to 2009; interim Chief Executive Officer from October 2004 to April 2006; and Executive Vice President from 2002 to 2005 | | | | Former member of the Board of Directors of DynaResource, Inc., an exploration stage precious metals company, and special advisor to the president of its wholly-owned Mexican subsidiary, from March 2017 to July 2019 | | | | Chairman of the Advisory Board of the Faculty of Mines at the University of Guanajuato | | | | Director of Minas de Bacís, a private mining company with operations in Mexico, since 2018 and director of Avantti Medi Clear, a private company, since 2010 | | | | Former member of the Board of Directors of Primero Mining Corp., a precious metals mining company, from 2008 to 2016, while also holding several senior management roles during that period, including Executive Vice President and President (Mexico), and President and Chief Operating Officer | | | | Executive Vice President of Goldcorp Inc. from March 2005 to September 2007; President of Luismin, S.A. de C.V. from 1991 to 2007 | | | Education | | | | | Mr. Luna earned a Bachelor of Science in Mining Engineering from Universidad de Guanajuato, a Master of Business Administration from Instituto Tecnologico de Estudios Superiores de Monterrey, and an Advanced Management Degree from Harvard University. | | | Expertise and Qualifications | | | | | Mr. Luna brings extensive mining industry, executive leadership, public company board, project development/management and cyclical business experience through his roles with Luisman, Goldcorp, Primero and Wheaton, among others, as well as experience with Mexican government relations and regulatory matters, which is particularly valuable to the Company given the significance of the Palmarejo complex. |

  22. Annual Board Self-Evaluation Process

    | 20 | Coeur Mining 2024 Proxy Statement |

  23. Annual Board Self-Evaluation Process

    | Robert E. Mellor AGE: 80 DIRECTOR SINCE: 1998 | Experience | | | | | Chairman of the Board of Directors of Monro, Inc. (formerly, Monro Muffler/Brake, Inc.), an auto service provider, since June 2017, lead independent director from April 2011 to June 2017, and a director since August 2010, as well as interim Chief Executive Officer from August 2020 to April 2021 | | | | Former Chairman, Chief Executive Officer and President of Building Materials Holding Corporation, a company focused on the distribution, manufacturing and sales of building materials and component products, from 1997 to January 2010 and a director from 1991 to January 2010 | | | | Former member of the Board of Directors of CalAtlantic Group, Inc., a national residential home builder, from October 2015 to February 2018, including when CalAtlantic was acquired by Lennar Corporation; former member of the Board of Directors of The Ryland Group, a national home builder that merged with another builder to form CalAtlantic, from 1999 to October 2015 | | | | Former member of the Board of Directors of Stock Building Supply Holdings, Inc., a lumber and building materials distributor, from March 2010 until December 2015 when it merged with another company | | | | Recognized as one of the 100 most influential corporate directors by the National Association of Corporate Directors in 2020 | | | Education | | | | | Mr. Mellor earned a Bachelor of Arts in Economics from Westminster College (Missouri) and a Juris Doctor from Southern Methodist University School of Law. | | | Expertise and Qualifications | | | | | As the former Chairman and Chief Executive Officer of Building Materials Holding Corporation and former Interim Chief Executive Officer of Monro Inc., Mr. Mellor brings leadership, risk management, cyclical industry, talent management, operations, capital markets, mergers & acquisitions and strategic planning experience to the Board. | | | | Mr. Mellor also brings public company board experience to the Board through his service on the board of Monro, Inc., and his former service with CalAtlantic Group, Inc., The Ryland Group, Inc. and Stock Building Supply Holdings, Inc. |

  24. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 21 |

  25. Annual Board Self-Evaluation Process

    | J. Kenneth Thompson AGE: 72 DIRECTOR SINCE: 2002 | Experience | | | | | President and Chief Executive Officer of Pacific Star Energy LLC, a privately held firm that is a passive holder of oil lease royalties in Alaska, from September 2000 to present, including, from 2004 to present, royalties held by Alaska Venture Capital Group LLC from its prior oil and gas exploration and development activities | | | | Chairman of the Board of Pioneer Natural Resources Company, a large independent oil and gas company, where he has served as a director since August 2011(1) | | | | Member of the Board of Directors of Alaska Air Group, Inc., the parent corporation of Alaska Airlines and Horizon Air, since 1999 | | | | Former member of the Board of Directors of Tetra Tech, Inc., an engineering consulting firm, from April 2007 until February 2024 | | | | Executive Vice President of ARCO’s Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore from 1998 to 2000 | | | | President and Chief Executive Officer of ARCO Alaska, Inc., the oil and gas producing division of ARCO based in Anchorage, from June 1994 to January 1998 | | | | Corporate Vice President leading ARCO's oil & gas research and technology center from 1993 until 1994 which included research in various geoscience disciplines, engineering technologies and environmental sciences. He also had oversight of the Information Technology department, the computing center and IT security | | | | Recognized in 2019 as one of the 100 most influential corporate directors by the National Association of Corporate Directors | | | Education | | | | | Mr. Thompson earned a Bachelor of Science degree and an honorary professional degree in Petroleum Engineering from the Missouri University of Science & Technology. | | | Expertise and Qualifications | | | | | Through Mr. Thompson’s various executive positions, including the role of Chief Executive Officer, he brings to the Board leadership, risk management, project development/management, engineering, strategic planning, natural resources/extractive industry and extensive health, safety and environmental experience. Mr. Thompson also has government and regulatory experience through his work in other highly-regulated industries such as the oil and gas, energy, and airline industries, and possesses extensive U.S. public company board experience. Mr. Thompson’s experience in the oil and gas and airline industries also provide extensive experience with cyclical businesses. |

  26. Annual Board Self-Evaluation Process

    | (1) Mr. Thompson plans to retire from his directorship with Pioneer Natural Resources Company if and when the merger of Pioneer Natural Resources Company and Exxon Mobil Corporation is completed. |

  27. Annual Board Self-Evaluation Process

    | 22 | Coeur Mining 2024 Proxy Statement |

  28. Annual Board Self-Evaluation Process

    Meeting Attendance Our Board met six times during 2023. Each incumbent director who served in 2023 attended 100% of the aggregate meetings of the Board and committees on which he or she served. We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. Each of the eight incumbent directors then-standing for re-election attended the 2023 Annual Meeting. Committees of the Board of Directors Each Board committee functions under a written charter adopted by the Board, copies of which are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests a copy. The current members, responsibilities and the number of meetings held in 2023 of each of these committees are shown below:

  29. Annual Board Self-Evaluation Process

    | Audit Committee Members Linda L. Adamany, Chair Paramita Das Sebastian Edwards Robert Krcmarov(1) Eduardo Luna Number of meetings in 2023: 6 | Key Responsibilities | | | | Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including: | | | | ► | The selection and performance of our independent registered public accounting firm; | | | ► | The planned audit approach; | | | ► | The nature of all audit and non-audit services to be performed; | | | ► | Accounting practices and policies; | | | ► | Oversight of the compliance program, including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework; | | | ► | Oversight of cybersecurity; and | | | ► | The performance of the internal audit function. | | | Independence and Financial Literacy | | | | ► | The Board has determined that each member of the Audit Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards and SEC rules applicable to Audit Committee members. | | | ► | All members of the Audit Committee satisfy the NYSE’s financial literacy requirement. | | | ► | The Board has determined that, as a result of her knowledge, abilities, education and experience, Ms. Adamany is an Audit Committee Financial Expert (as defined by SEC rules). |

  30. Annual Board Self-Evaluation Process

    | | Audit Committee Financial Expert |

  31. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 23 |

  32. Annual Board Self-Evaluation Process

    | Compensation and Leadership Development Committee Members Randolph E. Gress, Chair Sebastian Edwards Jeane L. Hull Robert Krcmarov(1) Robert E. Mellor Number of meetings in 2023: 5 | Key Responsibilities | | | | ► | Approving, together with the other independent members of the Board, the annual compensation of the CEO. | | | ► | Approving the annual compensation of the non-CEO executive officers. | | | ► | Reviewing and making recommendations to the Board with respect to compensation of the non-employee directors, our equity incentive plans and other executive benefit plans. | | | ► | Overseeing risk management of our compensation programs and executive succession planning. | | | ► | Overseeing leadership development, including goal development, planning and assessment of progress against executive officers’ individual development goals and plans. | | | ► | Reviewing with management the Company’s HCM strategy and execution, including on matters such as diversity, equity and inclusion, corporate culture, talent development and retention. | | | Independence | | | | ► | The Board has determined that each member of the CLD Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under Section 16 rules and the NYSE listing standards applicable to the CLD Committee members. |

  33. Annual Board Self-Evaluation Process

    | Environmental, Health, Safety and Corporate Responsibility Committee Members Jeane L. Hull, Chair Linda L. Adamany Paramita Das Eduardo Luna J. Kenneth Thompson Number of meetings in 2023: 5 | Key Responsibilities | | | | Reviewing the Company’s EHSCR policies and management systems, as well as the scope of the Company’s potential EHSCR risks and liabilities, including with respect to: | | | | ► | Environmental permitting, compliance and stewardship; | | | ► | Employee and contractor safety and health; | | | ► | Corporate social responsibility and community relations; | | | ► | Compliance with EHSCR laws, rules and regulations; | | | ► | Oversight of climate risk; and | | | ► | Oversight of ESG initiatives, including short- and long-term goal setting, data collection, disclosures and reporting frameworks. | | | Independence | | | | ► | The Board has determined that each member of the EHSCR Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines. |

  34. Annual Board Self-Evaluation Process

    | Executive Committee Members Robert E. Mellor, Chair Mitchell J. Krebs J. Kenneth Thompson Number of meetings in 2023: 0 | Key Responsibilities | | | | ► | Acting in place of the Board on limited matters that require action between Board meetings. |

  35. Annual Board Self-Evaluation Process

    | 24 | Coeur Mining 2024 Proxy Statement |

  36. Annual Board Self-Evaluation Process

    | Finance and Technical Committee Members J. Kenneth Thompson, Chair Randolph E. Gress Jeane L. Hull Robert Krcmarov(1) Eduardo Luna Number of meetings in 2023: 2 | Key Responsibilities | | | | Oversight of the Company’s capital assets and financing strategy and certain geological and mining technical matters, including: | | | | ► | The Company’s financial position, strategy plans and programs; | | | ► | Financial risk mitigation practices; | | | ► | Any dividend and share repurchase policy and actions; | | | ► | The Company’s approach to allocating and using its capital for strategic investments in major projects or acquisitions and then follow progress on completion of such projects and acquisitions; and | | | ► | The estimation and reporting of mineral reserves and resources, and related technical and geological matters. | | | Independence | | | | ► | The Board has determined that each member of the F&T Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines. |

  37. Annual Board Self-Evaluation Process

    | Nominating and Corporate Governance Committee Members Robert E. Mellor, Chair Randolph E. Gress J. Kenneth Thompson Number of meetings in 2023: 5 | Key Responsibilities | | | | ► | Identifying and recommending to the Board nominees to serve on the Board. | | | ► | Establishing and reviewing corporate governance guidelines. | | | ► | Reviewing and making recommendations to the Board and overseeing risk management with respect to corporate governance matters. | | | ► | Overseeing CEO and Board succession planning. | | | Independence | | | | ► | The Board has determined that each member of the NCG Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines. |

  38. Annual Board Self-Evaluation Process

    | (1) Mr. Krcmarov was appointed as member to the Audit, CLD and Finance and Technical Committees effective December 11, 2023. |

  39. Annual Board Self-Evaluation Process

    Board Leadership Structure One of our Board’s key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. Our Board determined that an independent Chairman was the appropriate structure when Mr. Krebs became CEO in 2011, recognizing the CEO role was new for Mr. Krebs and he and the Board could benefit from the leadership of Mr. Mellor, who has served as our Chairman since then. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary over time. As a result, we do not have a firm policy regarding whether the roles of Chairman and CEO should be separate or combined. The Board and NCG Committee review the structure of Board and Company leadership as part of its annual review of the Board succession planning process. Our Corporate Governance Guidelines provide that if the Chairman is an affiliated director or a member of management, an independent director shall be designated by and from the independent members of the Board as an independent Lead Director for a term of at least one year. The Board recognizes the importance of the Company’s leadership structure to our stockholders and will continue to regularly assess the Board leadership structure with careful consideration of the input obtained through engagement with our stockholders and stakeholders. The Board may consider having the Chair and CEO roles filled by a single individual in the future under circumstances including, but not limited to, when there is a vacancy in the Chair role at a time when the CEO has significant tenure with both the Company and the Board. The Company would publicly disclose any Board leadership change.

  40. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 25 |

  41. Annual Board Self-Evaluation Process

    Director Independence The Board has determined that each director and director nominee (namely, Robert E. Mellor, Linda Adamany, Paramita Das, Sebastian Edwards, Randolph E. Gress, Jeane L. Hull, Robert Krcmarov, Eduardo Luna, and J. Kenneth Thompson) other than Mr. Krebs, our President and CEO, is independent within the meaning of applicable NYSE listing standards and rules and our independence standards, which are included as part of our Corporate Governance Guidelines. The Board has further determined that the Audit Committee, CLD Committee, EHSCR Committee, F&T Committee, and NCG Committee are composed solely of independent directors, and members of the Audit and CLD Committees satisfy additional, heightened independence criteria applicable to members of those committees under the NYSE listing standards and SEC rules. Consequently, independent directors directly oversee such important matters as our financial statements, executive compensation, the selection and evaluation of directors, risk management and the development and implementation of our corporate governance programs and ESG programs and compliance. In addition, the Board previously determined that former directors John Robinson and Jessica McDonald were independent during the portion of 2023 they served on the Board. In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) undertakes an annual review of the independence of all non-employee directors. Each director annually provides the Board with information regarding the director’s business and other relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the director’s independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director. The Board considered Mr. Thompson's board service for Alaska Air Group, Inc. and Ms. Hull's board service for Epiroc AB and advisory board service with the South Dakota School of Mines and Technology, with whom Coeur conducted business in 2023. Mr. Thompson and Ms. Hull did not influence, or receive any material direct benefit from, those business relationships. In addition, the Board considered the potential impact of the longer tenures on the independence of Messrs. Mellor and Thompson. Both directors have significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. See “Board Composition and Refreshment” on page 12. Accordingly, the Board has determined that each is independent because each satisfies all applicable legal and stock exchange criteria for independence and continues to be an effective director who fulfills his responsibilities with integrity and independence of thought. Mr. Edwards will cease to be a director effective as of the 2024 Annual Meeting. Related Person Transactions Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification, if pre-approval was not feasible, of related person transactions. As more fully explained in our policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified (if pre-approval was not feasible) by the NCG Committee. The policies apply to all executive officers, directors, stockholders of more than 5% of the Company’s outstanding common shares and to the immediate family members of each of the foregoing. Since the beginning of 2023, there were no related person transactions as defined by the policy. We take the following steps with regard to related person transactions:

  42. Annual Board Self-Evaluation Process

    | ► | On an annual basis, each director, director nominee and executive officer of the Company completes a detailed questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year in which the director, director nominee or executive officer, or any member of his or her immediate family, had a direct or indirect material interest. |

  43. Annual Board Self-Evaluation Process

    | ► | Each director and executive officer is expected to promptly notify our legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which we participate. |

  44. Annual Board Self-Evaluation Process

    | ► | Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the NCG Committee. |

  45. Annual Board Self-Evaluation Process

    | 26 | Coeur Mining 2024 Proxy Statement |

  46. Annual Board Self-Evaluation Process

    | ► | The Company monitors its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure. |

  47. Annual Board Self-Evaluation Process

    In determining whether or not to approve or ratify, if pre-approval was not feasible, a related person transaction, the NCG Committee may take such action as it may deem necessary or in the best interests of the Company and may take into account the effect of any related person transaction on independence status of a director. Meetings of Non-Management Directors Non-management members of the Board, all of whom are also independent directors, regularly hold executive sessions at Board meetings without members of management being present. In 2023, non-management independent directors met in executive session at least 6 times, including at each regular Board meeting. Mr. Mellor, the independent Chairman of the Board, presides over each such meeting. Director Education and Development We provide our new directors with an extensive onboarding process and provide ongoing education for all directors through board materials and presentations, discussions with management, visits to our sites and other sources to assist directors with staying up to date with any recent governance and industry trends and to provide direct exposure to our operations. In 2023, directors were provided concentrated educational and development programs at Board and Committee meetings and through online training opportunities covering geology, anti-discrimination and anti-harassment, diversity, equity and inclusion, political and regulatory trends and risks, reserve and resource estimation, tax matters, financial reporting and fiduciary obligations, among other matters. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including cyber risk oversight, climate risk and decarbonization, corporate governance, ethics, diversity, ESG topics, audit matters, economics, culture, crisis management, executive compensation, political and regulatory risks and developments in the U.S., Mexico and Canada, and board best practices, and Ms. Hull completed a 20-hour cybersecurity oversight course. Policy Regarding Recommending Nominees by Stockholders The NCG Committee has adopted a policy pursuant to which a stockholder who owns at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the NCG Committee at our principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the NCG Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the NCG Committee recommends to the Board, the NCG Committee would evaluate any stockholder nominee according to the same criteria as a nominee from any other source, including taking into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 10. Management Succession Planning and Talent Development The Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCG Committee, including in executive sessions to foster candid conversations. The full Board receives an annual presentation from Mr. Krebs, our CEO, and Ms. Schouten, our Senior Vice President and Chief Human Resources Officer, showing detailed succession plans for each executive and senior leadership position as well as the general managers for each operating mine and their senior leadership teams. These succession plans include development plans and readiness assessments for succession candidates. The CLD Committee receives regular presentations from Mr. Krebs and Ms. Schouten on the progress each executive has made on his or her individual development plans. These presentation materials result from a structured evaluation process by and under the leadership of Ms. Schouten, which includes one-on-one discussions with key leaders throughout the Company about their teams and employees. This process highlights organizational talent gaps, identifies development plans to close those gaps, and evaluates talent across ethnicity, gender and age. Directors have regular and direct exposure to senior leadership and high-potential

  48. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 27 |

  49. Annual Board Self-Evaluation Process

    employees during Board and committee meetings and through other informal meetings and events held during the year. The NCG Committee has formalized an emergency CEO succession plan to provide for continuity of leadership in the event of an unplanned temporary absence or permanent change of our CEO. Our focused succession planning enables us to timely identify internal and external candidates for key roles within the organization. Since 2022, approximately 10% of the organization has been promoted, and over 30 internal transfers have provided employees with opportunities across our operations. Board Oversight of Long-Term Strategy and Capital Allocation A significant amount of time is dedicated to strategy at each regular Board meeting, a focused review of strategy occurs annually, and the Board considers alignment of key initiatives with the Company’s strategy and capital allocation framework when approving significant actions. Our management team and Board integrate ESG risks and opportunities into long-term strategy and capital allocation. Examples include our strategic priority to operate only in favorable jurisdictions from a legal certainty and rule of law perspective, incorporating GHG emissions and the transitional and physical risks of climate change into strategic and business planning, water stewardship, protecting biodiversity, constructing and operating lower-risk tailings storage facilities, actively promoting strong relationships with all stakeholders to support social license to operate, fostering a culture of diversity, equity and inclusion, and actively managing our human capital and culture to develop and attract the high-caliber talented workforce we need to succeed. In addition, the Board regularly invites leading investment banking firms and equity research analysts in our sector, precious metals research analysts and other subject matter experts to present to the Board to provide insights on the industry and the broader economy to consider in setting and overseeing long-term strategy. The Board actively oversees and provides constructive feedback on development of strategy and execution of key strategic initiatives through a combination of channels, including:

  50. Annual Board Self-Evaluation Process

    | ► | during dedicated discussions on formal Board agendas; |

  51. Annual Board Self-Evaluation Process

    | ► | during executive sessions of independent directors only; |

  52. Annual Board Self-Evaluation Process

    | ► | through its committees in regard to matters subject to committee oversight (such as the CLD Committee in regard to leadership development and the alignment of compensation programs with long-term strategy and value-creation, the EHSCR Committee in regard to ESG initiatives, including related to climate change, the NCG Committee in regard to Board refreshment and diversity and maintaining peer-leading corporate governance practices, the Audit Committee in regard to accounting and internal controls risk management, maintaining a strong compliance program and cybersecurity, and the F&T Committee in regard to financial risk management and oversight of the process for estimating and reporting reserves and resources); and |

  53. Annual Board Self-Evaluation Process

    | ► | through one-on-one discussions between directors and the CEO to leverage individual directors' unique perspectives and experiences by applying them to the Company's particular strategic opportunities and challenges. |

  54. Annual Board Self-Evaluation Process

    | 28 | Coeur Mining 2024 Proxy Statement |

  55. Annual Board Self-Evaluation Process

    Stockholder Outreach and Engagement We view our relationship with stockholders as a critical part of our corporate governance profile. Among other things, proactive engagement with our stockholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and executive compensation policies.

  56. Annual Board Self-Evaluation Process

    | Each year, we launch two main outreach efforts, one in the spring in conjunction with proxy season and one in the fall. Our independent directors are also available to engage with stockholders, either directly or as part of our fall and spring stockholder outreach efforts. In 2023, we contacted all institutional stockholders who owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2023), representing approximately 61% of outstanding shares of our common stock, and engaged with all stockholders who responded to our invitation to discuss corporate governance, executive compensation and ESG matters. This led to focused discussions with the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to and discussed with our Board and relevant committees. | | | In recent years, stockholder feedback has supported a range of actions, including Board refreshment and diversity, setting specific ESG targets including GHG emissions net intensity reductions, adoption of a biodiversity standard, and improvements in the diversity of our workforce, enhancing ESG disclosures and developing an annual ESG report cadence, including SASB and GRI-aligned reporting, incorporating ESG factors into our long-term business strategy, and increasing the proportion of incentive compensation linked to ESG factors and, in 2022, adding performance shares tied to achievement of our public GHG net intensity reduction goal to the executive compensation program. The structure of our performance share program, with core measures such as ROIC and reserves and resources growth, aligns with feedback from stockholders that measures should tie to key drivers of long-term stockholder value. | | | We believe our proactive engagement approach has resulted in constructive feedback and input from stockholders and we intend to continue these efforts. | |

  57. Annual Board Self-Evaluation Process

    Corporate Governance Guidelines and Code of Business Conduct and Ethics The Board has adopted Corporate Governance Guidelines and the Code in accordance with NYSE corporate governance standards. We believe our Code aligns with our purpose statement of “We Pursue a Higher Standard” by expecting all of our directors, officers and employees to seek and deliver a higher standard of honesty, ethics and integrity in every aspect of our business and throughout our organization. Copies of our Corporate Governance Guidelines and Code are available on the Corporate Governance page of our website, www.coeur.com/about/corporate-governance/, and to any stockholder who requests them. To the extent required under applicable rules, we have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our Code by posting to our website within four business days of any such amendments or waivers.

  58. Annual Board Self-Evaluation Process

    | Coeur Mining 2024 Proxy Statement | 29 |

  59. Annual Board Self-Evaluation Process

    ESG(1) At Coeur, We Pursue a Higher Standard by striving to uphold our core values: Our Board is actively engaged in and oversees our ESG strategy and priorities. Overall, responsibility for overseeing the Company’s commitment to ESG matters and initiatives sits with the EHSCR Committee; however, most Board committees have oversight responsibilities for various ESG matters. This oversight is supported by a governance structure which includes executive-level accountability and an ESG steering committee to guide our strategies and direction, and monitor our progress, and a cross-functional ESG working group which helps shape strategies and alignment throughout the organization, as well as consistent and transparent measurement, monitoring and reporting on ESG matters. In 2023, management’s discussions with the Board included, among other topics, our ESG materiality assessment results, climate strategy and scenario analysis, biodiversity, water stewardship and reporting, the process and data supporting our GHG emissions net intensity reduction goal and expected performance, engagement with and responsibilities to local communities (including Indigenous communities), environmental, health and safety performance, tailings governance, human capital management, culture, diversity, equity and inclusion, key investor and stakeholder priorities and current and emerging ESG trends. Additionally, in 2023, the Audit Committee participated in a review of the Company’s ESG reporting assurance practices, including data collection methods and controls.

  60. Annual Board Self-Evaluation Process

    | (1) For more information about our ESG Report and sustainability initiatives and strategy, please see our website at https://www.coeur.com/responsibility/. Any standards of measurement and performance made in reference to ESG plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved, and the inclusion of information in our ESG Report (as discussed below), or identifying it as material for purposes of such report or assessing our environmental, social and governance initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our SEC filings. Website references included throughout are provided for convenience only, and the contents of websites do not constitute a part of and are not incorporated by reference into this proxy statement. Our ESG goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. |

  61. Annual Board Self-Evaluation Process

    | 30 | Coeur Mining 2024 Proxy Statement |

  62. Annual Board Self-Evaluation Process

    In 2023, we made substantial progress against many of our goals and priorities, which will be discussed in detail in our 2023 ESG Report, scheduled to be published in the second quarter of 2024, including:

  63. Annual Board Self-Evaluation Process

    | ► | Building on our peer-leading corporate governance; |

  64. Annual Board Self-Evaluation Process

    | ► | Increasing disclosures in line with the TCFD and TNFD recommendations, SASB and incorporating elements of the GRI standards and SDGs; |

  65. Annual Board Self-Evaluation Process

    | ► | Completing site-specific climate scenario analyses, including below 2° Celsius scenarios, and continuing to integrate climate change to the Company’s overall approach to risk management related to climate change; |

  66. Annual Board Self-Evaluation Process

    | ► | Developing a Global Industry Standard on Tailings Management implementation strategy; |

  67. Annual Board Self-Evaluation Process

    | ► | Achieving or making progress on our short- and long-term ESG goals, such as increasing the number of critical control verifications completed in the field, sustaining a low frequency of significant environmental incidents, adopting a biodiversity management standard and completing six energy efficiency and greenhouse gas emissions reduction projects; |

  68. Annual Board Self-Evaluation Process

    | ► | Providing career progression and unique internal development programs like IMPACT, as described in further detail on page 36, and Advanced IMPACT to invest in, develop and retain future Company leaders; |

  69. Annual Board Self-Evaluation Process

    | ► | Building on our Diversity, Equity and Inclusion progress with synchronous and asynchronous trainings and increasing the diversity of our summer interns to foster an inclusive workplace that supports diversity and further develops our talent pipeline; and |

  70. Annual Board Self-Evaluation Process

    | ► | Continuing to engage with stockholders about ESG issues so that our initiatives, priorities and reporting are aligned with their priorities. |

  71. Rewards & Employee Wellbeing

    | ► | Evaluated our non-employee director compensation levels and program relative to the competitive market. |

  72. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 37 |

  73. Rewards & Employee Wellbeing

    At the CLD Committee’s direction, Semler Brossy provided the following additional services for the CLD Committee during 2023 and in early 2024:

  74. Rewards & Employee Wellbeing

    | ► | Advised on the design of our annual and long-term incentive plans; and |

  75. Rewards & Employee Wellbeing

    | ► | Assisted with the preparation of the CD&A for this proxy statement. |

  76. Rewards & Employee Wellbeing

    In the course of conducting its activities, Semler Brossy attended all five meetings of the CLD Committee during 2023 and presented its findings and recommendations for discussion. The decisions made by the CLD Committee are its own and may reflect factors and considerations other than the information and recommendations provided by Semler Brossy or any other advisor to the CLD Committee. Semler Brossy reported directly to the CLD Committee following its appointment as the CLD Committee’s independent consultant and provided no services during such time to Coeur other than executive and nonemployee director compensation consulting services at the direction or with the consent of the CLD Committee. Semler Brossy has no other direct or indirect business or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the CLD Committee or our executive officers. In addition, in its agreement with the CLD Committee, Semler Brossy agreed to inform the Chair of the CLD Committee if any potential conflicts of interest arise that could cause Semler Brossy’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the CLD Committee Chair and as an agent for the CLD Committee. In March 2024, the CLD Committee considered the following six factors with respect to Semler Brossy: (i) the provision of other services to Coeur by Semler Brossy; (ii) the amount of fees received from Coeur by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy with a member of the CLD Committee; (v) any Coeur stock owned by Semler Brossy; and (vi) any business or personal relationship of Semler Brossy with any of our executive officers. After considering the foregoing factors, the CLD Committee determined that Semler Brossy was independent and that the work of Semler Brossy with the CLD Committee for the 2023 compensation year did not raise any conflicts of interest.

  77. Rewards & Employee Wellbeing

    | 38 | Coeur Mining 2024 Proxy Statement |

  78. Rewards & Employee Wellbeing

    Risk Oversight The Board is responsible for overseeing the principal risks facing Coeur and has a comprehensive and multi-faceted approach to risk oversight. The Board is also responsible for overseeing management’s implementation of appropriate systems to identify, report and manage the principal risks of Coeur’s business, including but not limited to:

  79. Rewards & Employee Wellbeing

    | ► | Management succession planning | ► | Strategic asset portfolio optimization | | ► | Major project execution | ► | ESG risks, including climate change and related transitional and physical risks | | ► | Cybersecurity | ► | Commodity price volatility | | ► | Public policy and regulatory changes | ► | Balance sheet management and access to capital |

  80. Rewards & Employee Wellbeing

    The Board takes an active approach to its role in overseeing the development and execution of the Company’s business strategies as well as its risk oversight role. This approach is bolstered by the Board’s leadership and Committee structure, which is designed so that the full Board properly considers and evaluates potential risks under the guidance of the Chairman of the Board and further considers and evaluates certain risks at the Committee level. As part of our regular policy review process, we update our governance policies and sponsor regular employee trainings to underscore the importance of continued strong risk oversight. In addition, the Board annually evaluates the operation and effectiveness of the Board of Directors, its Committees and the Chairman of the Board. That evaluation includes consideration of whether the Board has examined the key risks to the Company’s strategy and business plan. While the Board has overall responsibility for Company risk, the Board has delegated oversight of certain categories of risk to the Audit Committee, the CLD Committee the EHSCR Committee, the F&T Committee and the NCG Committee with the aim that delegated categories of risk are treated with appropriate expertise, attention and diligence. Each committee also provides regular reporting on their work to the Board.

  81. Rewards & Employee Wellbeing

    | Committee | Oversight Role | | | Audit | ► | Reviews with management and the independent auditor compliance with legal and regulatory requirements, with a focus on legal and regulatory matters related to internal controls, accounting, finance and financial reporting and contingent liabilities | | | ► | Discusses policies with respect to risk assessment and risk management, and risks related to matters including the Company’s financial statements and financial reporting processes, compliance, and information technology and cybersecurity | | | ► | Oversees the process for determining and monitoring the independence of the independent auditor, reviews non-GAAP measures included in the Company’s financial statements, SEC filings, press releases and other investor materials | | | ► | Oversees the implementation of new accounting standards and reviews with the independent auditor critical audit matters expected to be described in the independent auditor’s report | | | ► | Oversees the Company’s compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework | | | ► | Oversees cybersecurity including receiving a report from the Senior Director of Cybersecurity at each regular meeting on cybersecurity emerging risks, strategies, key initiatives, any incidents and training and compliance | | | ► | Reviews the internal audit annual plan and reviews the results of the internal audit program, including significant reports to management prepared by internal audit staff and management’s responses thereto | | EHSCR | ► | Reviews the effectiveness of our ESG programs and performance, including, but not limited to our compliance with environmental and safety laws and understanding and mitigating the risks associated with the impact of climate change on the Company and its operations | | | ► | Reviews our strategies for mitigating material health, safety, environmental and community risks, and trends in related performance data |

  82. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 39 |

  83. Rewards & Employee Wellbeing

    | Committee | Oversight Role | | | CLD | ► | Responsible for approving compensation for executive officers that includes performance-based award opportunities that promote retention and support growth and innovation without encouraging or rewarding excessive risk. For a discussion of the CLD Committee’s assessments of compensation-related risks, see “Compensation and Leadership Development Committee Role in Risk” below | | | ► | Oversees human capital management matters, including (i) succession planning for executives, including the CEO in conjunction with the NCG Committee, (ii) other executives’ progress against development plans as part of its leadership development oversight scope and (iii) diversity, equity and inclusion, corporate culture and talent development and retention | | NCG | ► | Oversees risks related to our corporate governance, including Board and director performance, Board and CEO succession, and the review of Coeur’s Corporate Governance Guidelines and other governance documents | | | ► | Oversees CEO succession planning in conjunction with the CLD Committee | | F & T | ► | Oversees and reviews financial and capital allocation strategy, plans and programs, major strategic investments and the process for estimating reserves and resources |

  84. Rewards & Employee Wellbeing

    In performing their oversight responsibilities, each of these committees periodically discusses with management and provides guidance regarding our policies with respect to risk assessment and risk management and reports to the Board regularly on matters relating to the specific areas of risk the committee oversees. Each Committee has the ability to engage independent advisors. Throughout the year, as part of its strategic risk management oversight, the Board and relevant committees regularly conduct a number of reviews and receive reports from and engage with management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. The Board also dedicates a portion of each meeting to reviewing and discussing specific risk topics in greater detail and providing input and counseling management on risk mitigation and compliance enforcement, including:

  85. Rewards & Employee Wellbeing

    | ► | A comprehensive annual review of the Company’s overall strategic plan, with updates throughout the year; |

  86. Rewards & Employee Wellbeing

    | ► | Ongoing Audit Committee updates from senior management on cybersecurity activities and programs, including quarterly briefing on the Company’s plans and strategies to address cybersecurity threats; |

  87. Rewards & Employee Wellbeing

    | ► | Ongoing reviews of succession plans, as part of its responsibility for leadership succession planning for the Company’s most senior officers, including the CEO; |

  88. Rewards & Employee Wellbeing

    | ► | Review of the Company’s strategic supply chain operations, key risks, and programs to further increase resilience; |

  89. Rewards & Employee Wellbeing

    | ► | Review of the Company’s key legal and compliance risks, including mitigation strategies and compliance priorities; and |

  90. Rewards & Employee Wellbeing

    | ► | Periodic review of Company’s key ESG-related risks, such as environmental compliance and stewardship, community relations and social license to operate, and diversity, equity & inclusion, with more detailed reviews conducted by the relevant committees. |

  91. Rewards & Employee Wellbeing

    For a comprehensive list of the risk factors affecting our business, please refer to the “Risk Factors” section of our most recent Form 10-K and MD&A. Cybersecurity Oversight Our management team takes a holistic and proactive approach to managing the cybersecurity risks inherent in all deployments of technology in our business. Cybersecurity is overseen by our Board and Audit Committee, and regular engagement with the Board and Audit Committee on this topic reflects the dynamic and fast-changing landscape of cybersecurity risk. Please see the section “Cybersecurity” in Item 1C of our most recent Form 10-K for more information on how we manage cybersecurity risk. Compensation and Leadership Development Committee Role in Risk The CLD Committee conducts an annual analysis of the current risk profile of our compensation programs, including a review of the primary design features of our compensation programs and the process for determining executive and employee compensation. This annual exercise has identified numerous ways in which our compensation programs are structured to mitigate risk, including:

  92. Rewards & Employee Wellbeing

    | 40 | Coeur Mining 2024 Proxy Statement |

  93. Rewards & Employee Wellbeing

    | ► | the structure consisting of both fixed and variable compensation that rewards both annual and long-term performance; |

  94. Rewards & Employee Wellbeing

    | ► | the balance between long- and short-term incentive programs; |

  95. Rewards & Employee Wellbeing

    | ► | the use of caps or maximum amounts in our incentive programs; |

  96. Rewards & Employee Wellbeing

    | ► | the use of multiple performance metrics under our incentive plans; |

  97. Rewards & Employee Wellbeing

    | ► | a heavier weighting toward overall corporate performance for cash-based incentive plans; |

  98. Rewards & Employee Wellbeing

    | ► | time-based vesting for equity-based awards (including performance share awards) to promote retention and emphasize long-term Company performance; and |

  99. Rewards & Employee Wellbeing

    | ► | strict and effective internal controls. |

  100. Rewards & Employee Wellbeing

    Additionally, Coeur has a Clawback and Forfeiture Policy providing for the recovery, repayment or recoupment of certain incentive compensation granted or paid to (i) executive officers (as defined under SEC rules) in certain instances involving financial restatements and (ii) Company officers in certain circumstances involving misconduct, which further mitigates risk. The CLD Committee, together with the Board, oversees the administration of the Clawback and Forfeiture Policy, including any policy amendments as may be required under applicable SEC and stock exchange rules. Based on this review, the CLD Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us. Compensation and Leadership Development Committee Interlocks and Insider Participation None of the members of the CLD Committee during 2023 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on the compensation committee or board of any company that employed any member of the CLD Committee or Board during that time. Audit and Non-Audit Fees Grant Thornton LLP served as our independent registered public accounting firm for the fiscal year ended 2023. The following table presents fees for professional services rendered by Grant Thornton for 2023 and 2022.

  101. Rewards & Employee Wellbeing

    | | 2023 | 2022 | | Audit Fees(1) | $1,586,004 | $1,479,920 | | Audit-Related Fees | $— | $— | | Tax Fees | $— | $— | | All-Other Fees | $— | $— |

  102. Rewards & Employee Wellbeing

    | (1) Audit fees were primarily for professional services related to the audits of the consolidated financial statements and internal controls over financial reporting, review of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, comfort letters, consents, and other services related to SEC matters. |

  103. Rewards & Employee Wellbeing

    All of the services and fees identified in the tables above were approved pursuant to the pre-approval policy described below, and none of the services described above was approved by the Audit Committee under the de minimis exception provided by Rule 201(c)(7)(i)(C) under Regulation S-X.

  104. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 41 |

  105. Rewards & Employee Wellbeing

    Audit Committee Policies and Procedures for Pre-Approval of Independent Auditor Services The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of the engagement of our independent auditor to perform audit services, as well as permissible non-audit services. The nature of the policies and procedures depend upon the nature of the services involved, as follows:

  106. Rewards & Employee Wellbeing

    | Service | Description | | Audit Services | The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit, required quarterly reviews, subsidiary audits and other procedures required to be performed by the auditor to form an opinion on our financial statements, and such other procedures including information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control. Other audit services may also include statutory audits or financial audits for subsidiaries and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or used in connection with securities offerings. | | Audit-Related Services | Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. Audit-related services are subject to the specific pre-approval of the Audit Committee. Audit-related services include, among others, due diligence services relating to potential business acquisitions/dispositions; accounting consultations relating to accounting, financial reporting or disclosure matters not classified as audit services; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements. | | Tax Services | Tax services are subject to the specific pre-approval of the Audit Committee. The Audit Committee will not approve the retention of the independent auditor in connection with a transaction the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations. | | All Other Services | Pre-approval by the Audit Committee is required for those permissible non-audit services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence. |

  107. Rewards & Employee Wellbeing

    Our Chief Financial Officer is responsible for tracking all independent auditor fees against the budget for such services and reports at least annually to the Audit Committee. The Audit Committee Chair has been delegated pre-approval authority to address any approvals for services requested between Audit Committee meetings.

  108. Rewards & Employee Wellbeing

    | 42 | Coeur Mining 2024 Proxy Statement |

  109. Rewards & Employee Wellbeing

    | Audit Committee Report |

  110. Rewards & Employee Wellbeing

    The Audit Committee, which consists of Linda L. Adamany (Chair), Parmita Das, Sebastian Edwards, Robert Krcmarov and Eduardo Luna, is governed by its charter, a copy of which is available on the Corporate Governance page of our website http://www.coeur.com/company/corporate-governance/. The Board has determined that Linda L. Adamany is an “audit committee financial expert” within the meaning of rules adopted by the SEC. All of the members of the Audit Committee are “independent” as defined in the rules of the SEC applicable to audit committee members and the listing standards of the New York Stock Exchange. The Audit Committee assists the Board in fulfilling its responsibilities to stockholders with respect to our independent auditors, our internal audit function, our corporate accounting and reporting practices, and the quality and integrity of our financial statements and reports. The Audit Committee is responsible for the appointment, compensation and oversight of the work of our independent auditors and internal audit function. The Audit Committee discussed with our independent auditors the scope, extent and procedures for the 2023 audit. On a quarterly basis, the Audit Committee meets separately with the Company’s independent registered public accounting firm, Grant Thornton LLP, without management present, and the Company’s internal auditors, to discuss the results of their audits and reviews, the cooperation received by the auditors during the audit examination, their evaluations of the Company’s internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The Committee also meets separately with the Company’s Chief Financial Officer and General Counsel quarterly and with the Company’s Chief Executive Officer from time to time. Following these separate discussions, the Audit Committee meets in executive session. The Audit Committee is also responsible for establishing procedures for the receipt, retention and treatment of complaints we may receive regarding accounting, internal accounting controls or auditing matters, including the confidential, anonymous submission of complaints by our employees, received through established procedures, of concerns regarding questionable accounting or auditing matters. Reference is made to the Audit Committee’s charter for additional information as to the responsibilities and activities of the Audit Committee. Management is primarily responsible for our financial statements, reporting process and systems of internal controls. In ensuring that management fulfilled that responsibility, the Audit Committee reviewed and discussed with management the audited financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Discussion topics included the quality and acceptability of accounting principles, the reasonableness of significant judgments, including impairments, the clarity of disclosures in the financial statements, and an assessment of the work of the independent auditors. The independent auditors are responsible for expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles. The Audit Committee reviewed and discussed with the independent auditors their judgments as to the quality and acceptability of our accounting principles and such other matters as are required to be discussed under applicable standards of the PCAOB and the SEC. In addition, the Audit Committee received from the independent auditors the written disclosures and the letter as required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, discussed with the independent auditors their independence from us and our management, and considered the compatibility of non-audit services with the auditors’ independence. Grant Thornton LLP reported to the Audit Committee that:

  111. Rewards & Employee Wellbeing

    | ► | there were no disagreements with management; |

  112. Rewards & Employee Wellbeing

    | ► | it was not aware of any consultations about significant matters that management discussed with other auditors; |

  113. Rewards & Employee Wellbeing

    | ► | no major issues were discussed with management prior to Grant Thornton LLP’s retention; |

  114. Rewards & Employee Wellbeing

    | ► | it received full cooperation and complete access to our books and records; |

  115. Rewards & Employee Wellbeing

    | ► | it was not aware of any material fraud or likely illegal acts as a result of its audit procedures; |

  116. Rewards & Employee Wellbeing

    | ► | there were no material weaknesses identified in its testing of our internal control over financial reporting; and |

  117. Rewards & Employee Wellbeing

    | ► | there were no known material misstatements identified in its review of our interim reports. |

  118. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 43 |

  119. Rewards & Employee Wellbeing

    Based on the reviews and discussions described above, the Audit Committee recommended to the Board (and the Board subsequently approved) the inclusion of the audited financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for filing with the SEC. In addition, the Audit Committee selected Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Board is recommending to our stockholders that they ratify and approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Audit Committee of the Board of Directors LINDA L. ADAMANY, Chair PARAMITA DAS SEBASTIAN EDWARDS ROBERT KRCMAROV EDUARDO LUNA

  120. Rewards & Employee Wellbeing

    | 44 | Coeur Mining 2024 Proxy Statement |

  121. Rewards & Employee Wellbeing

    | Proposal No. 2: | | | Ratification of Appointment of Independent Registered Public Accounting Firm for 2024 | | | What am I voting for? | | | ► | Ratifying the selection of Grant Thornton LLP as the independent auditor of our consolidated financial statements and our internal control over financial reporting for 2024 |

  122. Rewards & Employee Wellbeing

    | | The Board of Directors recommends a vote FOR the appointment of Grant Thornton LLP |

  123. Rewards & Employee Wellbeing

    The Audit Committee, which consists entirely of independent directors, is recommending approval of its appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024. Grant Thornton LLP served as the Company’s independent registered public accounting firm for each fiscal year beginning with the fiscal year ended December 31, 2016, and Grant Thornton LLP’s tenure was considered by the Audit Committee in its assessment of Grant Thornton LLP’s independence. As a matter of good corporate governance, a resolution will be presented at the Annual Meeting to ratify the appointment by the Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for the year ending December 31, 2024. Representatives of Grant Thornton LLP are expected to be present virtually at the Annual Meeting and will have the opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions. The Board has put this proposal before the stockholders because the Board believes that seeking stockholder ratification of the appointment of the independent registered public accounting firm is good corporate practice. If the appointment of Grant Thornton LLP is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement.

  124. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 45 |

  125. Rewards & Employee Wellbeing

    | Information about our Executive Officers |

  126. Rewards & Employee Wellbeing

    | Name | Age | Current Position with Coeur | Since(1) | Joined Coeur | | Mitchell J. Krebs | 52 | President, Chief Executive Officer & Director | 2011 | 1995 | | Thomas S. Whelan | 54 | Senior Vice President & Chief Financial Officer | 2019 | 2019 | | Michael Routledge | 53 | Senior Vice President & Chief Operating Officer | 2020 | 2020 | | Casey M. Nault | 52 | Senior Vice President, General Counsel & Chief ESG Officer | 2022 | 2012 | | Emilie C. Schouten | 45 | Senior Vice President & Chief Human Resources Officer | 2023 | 2013 | | Aoife McGrath | 47 | Senior Vice President, Exploration | 2022 | 2022 | | Kenneth J. Watkinson | 55 | Vice President, Corporate Controller & Chief Accounting Officer | 2018 | 2013 |

  127. Rewards & Employee Wellbeing

    | (1) Indicates the date of the executive’s last change in title. Mr. Nault and Ms. Schouten have served as Company executives since 2012 and 2016, respectively, as detailed in the biographies below. |

  128. Rewards & Employee Wellbeing

    | Mitchell J. Krebs AGE: 52 | ► | Mitchell J. Krebs was appointed President, Chief Executive Officer and member of the Board of Directors of Coeur Mining, Inc. in July 2011. Prior to that, Mr. Krebs served as Senior Vice President and Chief Financial Officer from March 2008 to July 2011, as Treasurer from July 2008 to March 2010, as Senior Vice President, Corporate Development from May 2006 to March 2008, and as Vice President, Corporate Development from February 2003 to May 2006. | | | ► | Mr. Krebs joined Coeur in August 1995 as Manager of Acquisitions after spending two years as an investment banking analyst for PaineWebber Inc. | | | ► | Mr. Krebs is the Chair of the National Mining Association (former Chair of ESG Task Force) and a past President of The Silver Institute. He served as a member of the board of directors of Kansas City Southern Railway Company from May 2017 to April 2023. | | | ► | Mr. Krebs holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania and a Master of Business Administration from Harvard University. |

  129. Rewards & Employee Wellbeing

    | Thomas S. Whelan AGE: 54 | ► | Thomas S. Whelan was appointed Senior Vice President and Chief Financial Officer in January 2019. | | | ► | Mr. Whelan previously served as CFO of Arizona Mining Inc., a mineral exploration company, from September 2017 to August 2018, when the company was acquired by South32 Limited. Previously, Mr. Whelan served as CFO for Nevsun Resources Ltd., a Canadian mining company, from January 2014 to August 2017. | | | ► | Mr. Whelan is a chartered professional accountant and was previously a partner with the international accounting firm Ernst & Young LLP where he was the firm’s Global Mining & Metals Assurance sector leader, the leader of the firm’s Assurance practice in Vancouver and previously the firm’s Canadian Mining & Metals sector leader. | | | ► | Mr. Whelan holds a Bachelor of Commerce from Queen’s University. |

  130. Rewards & Employee Wellbeing

    | 46 | Coeur Mining 2024 Proxy Statement |

  131. Rewards & Employee Wellbeing

    | Michael Routledge AGE: 53 | ► | Michael Routledge was appointed Senior Vice President and Chief Operating Officer in June 2020. | | | ► | Mr. Routledge has over 25 years’ experience with Rio Tinto Group, a multinational metals and mining corporation, in various roles beginning in 1987, including as the Chief Operating Officer (2011-2012) and Vice President HSE, Projects & Operational Value (2012-2014) of the Kennecott Utah Copper business. He also served as the Chief Operating Officer of Asahi Refining, a provider of precious metal assaying, refining and bullion products, from 2015 to 2017. He served as Senior Director of Operational Excellence from 2017 to January 2020 at Anagold Madencilik, a subsidiary of Alacer Gold Corp., a gold producer which merged with SSR Mining Inc. in the fall of 2020, Most recently, Mr. Routledge served as the Vice President of Major Projects and Studies of Alacer Gold Corp. from February 2020 to May 2020 when he accepted his current position with Coeur. | | | ► | Mr. Routledge received an undergraduate degree from the University of Sunderland, England in Electrical and Control Engineering and a Master of Business Administration with a focus on business and strategic transformation from Henley Management College in England. |

  132. Rewards & Employee Wellbeing

    | Casey M. Nault AGE: 52 | ► | Casey M. Nault was appointed Senior Vice President, General Counsel & Chief ESG Officer (continuing as Corporate Secretary) in February 2022, and prior to that, served as Senior Vice President, General Counsel and Secretary since January 2015. Mr. Nault was appointed as Vice President and General Counsel upon joining Coeur in April 2012 and was appointed Secretary in May 2012. | | | ► | Mr. Nault has over 25 years of experience as a corporate and securities lawyer, including prior in-house positions with Starbucks Corporation and Washington Mutual, Inc., as well as law firm experience with Gibson, Dunn & Crutcher. His legal experience includes securities compliance and SEC reporting, corporate governance and compliance, mergers and acquisitions, public and private securities offerings and other strategic transactions, general regulatory compliance, cross-border issues, land use and environmental issues, and overseeing complex litigation and internal investigations. In addition to leading the legal function, since 2018 Mr. Nault has overseen the Company’s ESG initiatives, and he also has executive responsibility for several other corporate functions including compliance, internal audit, cybersecurity and IT infrastructure, government affairs, communications and land management. | | | ► | Mr. Nault has a B.A. in Philosophy from the University of Washington and a law degree from the University Southern California Law School. |

  133. Rewards & Employee Wellbeing

    | Emilie C. Schouten AGE: 45 | ► | Emilie C. Schouten was appointed Senior Vice President and Chief Human Resources Officer in May 2023, and prior to that, served as Senior Vice President, Human Resources since May 2018. She previously served as Vice President, Human Resources from May 2016 to May 2018 and as Director of Talent Acquisition and Development from [MONTH] 2013 to May 2016. | | | ► | Ms. Schouten has 20 years of experience in Human Resources, starting her career in General Electric, where she graduated from GE’s Human Resources Leadership Program. After 6 years as a Manager of HR with GE, her division was acquired by the world’s largest electrical distribution company, Rexel, and Ms. Schouten went on to become the Director of Training and Development. | | | ► | Ms. Schouten earned a Bachelor of Arts in Sociology from Michigan State University and a Master of Science in Industrial Labor Relations from the University of Wisconsin-Madison. |

  134. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 47 |

  135. Rewards & Employee Wellbeing

    | Aoife McGrath AGE: 47 | ► | Aoife McGrath was appointed Senior Vice President of Exploration in 2022. | | | ► | Ms. McGrath has extensive experience in the international mining sector. Throughout her 25 years of experience, she has worked and led teams in Africa, North America, South America and Europe, with her experience spanning the full spectrum of company size and stages of exploration, from craton-scale generative projects to greenfields work and reserve drilling to mine geology. From June 2020 to February 2022, Ms. McGrath served as Vice President of Exploration for the Africa and Middle East region at Barrick Gold Corporation, a mining company that produces gold and copper. Prior to that, she served as Head of Exploration and Geology for Beadell Resources Limited as well as Vice President of Exploration for Alamos Gold Inc. from October 2013 to June 2018. | | | ► | Ms. McGrath holds a Bachelor of Science from University College Dublin, a Master of Science in Mineral Exploration from the University of Leicester and a Master of Science in Engineering Geology from Imperial College London. |

  136. Rewards & Employee Wellbeing

    | Kenneth J. Watkinson Age: 55 | ► | Kenneth J. Watkinson was appointed Chief Accounting Officer in February 2018. He was previously named Vice President, Corporate Controller in March 2017 and served as Director of Financial Reporting from September 2013 to March 2017. | | | ► | Mr. Watkinson came to Coeur from HSBC North America where he managed SEC reporting for HSBC USA, Inc. He previously served as Senior Manager of SEC Reporting for Baxter International Inc. and as Manager of Consolidations and Reporting for Kraft Foods, Inc. | | | ► | Mr. Watkinson is a Certified Public Accountant and holds a Bachelor of Science in Accounting from Northeastern Illinois University. |

  137. Rewards & Employee Wellbeing

    | 48 | Coeur Mining 2024 Proxy Statement |

  138. Rewards & Employee Wellbeing

    | Share Ownership |

  139. Rewards & Employee Wellbeing

    The following table sets forth information, as of the close of business on March 1, 2024 (except as otherwise noted), concerning the beneficial ownership of our common stock by (i) each beneficial holder of more than 5% of our outstanding shares of common stock, (ii) each of our current directors and director nominees, (iii) each of our Named Executive Officers, or NEOs, listed in the 2023 Summary Compensation Table on page 79, and (iv) by all of our current directors and executive officers as a group.

  140. Rewards & Employee Wellbeing

    | Stockholder | Shares Beneficially Owned | Percent of Outstanding | | BlackRock, Inc. | 36,307,720(1) | 9.33% | | The Vanguard Group, Inc. | 35,854,316(2) | 9.21% | | Van Eck Associates Corporation | 25,887,107(3) | 6.65% | | State Street Corporation | 23,250,198(4) | 5.97% | | Mitchell J. Krebs | 2,268,099 | * | | Robert E. Mellor | 273,317 | * | | J. Kenneth Thompson | 268,251 | * | | Randolph E. Gress | 267,511 | * | | Linda L. Adamany | 218,231 | * | | Sebastian Edwards | 123,100(5) | * | | Eduardo Luna | 101,841(5) | * | | Paramita Das | 57,840 | * | | Robert Krcmarov | 36,438 | * | | Jeane L. Hull | 11,473(5) | * | | Casey M. Nault | 720,703 | * | | Thomas S. Whelan | 648,853(6) | * | | Michael Routledge | 470,010 | * | | Emilie C. Schouten | 412,451 | * | | All current executive officers, directors and director nominees as a group (15 persons) | 6,079,226 | 1.56% |

  141. Rewards & Employee Wellbeing

    | * Holding constitutes less than 1% of the outstanding shares on March 1, 2024 of 389,167,706. |

  142. Rewards & Employee Wellbeing

    | (1) As of December 31, 2023, based on information contained in a Schedule 13G/A filed on January 24, 2024, Blackrock, Inc. had sole voting power over 35,027,816 shares and sole dispositive power over 36,307,720 shares. The address for Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001. |

  143. Rewards & Employee Wellbeing

    | (2) As of December 31, 2023, based on information contained in a Schedule 13G/A filed on February 13, 2024, The Vanguard Group, Inc. had sole voting power over zero shares, shared voting power over 219,776 shares, sole dispositive power over 35,261,777 shares and shared dispositive power over 592,539 shares. The address for the Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. |

  144. Rewards & Employee Wellbeing

    | (3) As of December 31, 2022, based on information contained in a Schedule 13G/A filed on February 14, 2023, Van Eck Associates Corporation had sole voting and dispositive power over 25,887,107 shares. The shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation, none of which individually owns more than 5% of the outstanding shares. The address for Van Eck Associates Corporation is 666 Third Ave. 9th Floor, New York, New York 10017. A Form 13F Information Table filed by Van Eck Associates Corporation on February 5, 2024 reported sole voting authority over 35,951,194 shares, which would equate to approximately 9.31% of our outstanding shares as of March 1, 2024. |

  145. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 49 |

  146. Rewards & Employee Wellbeing

    | (4) As of December 31, 2023, based on information contained in a Schedule 13G/A filed on January 24, 2024, State Street Corporation had shared voting and dispositive power over 22,465,018 and 23,250,198 shares, respectively. The shares are held within mutual funds and other client accounts managed by State Street Corporation, none of which individually owns more than 5% of the outstanding shares. The address for State Street Corporation is State Street Financial Center, One Lincoln Street, Boston, MA 02111. |

  147. Rewards & Employee Wellbeing

    | (5) Excludes 62,298 and 34,129 deferred stock units (“DSU”) for Mr. Edwards, Ms. Hull and Mr. Luna, respectively. Each DSU represents a right to receive one share of Company common stock, which will be delivered on the 60th day after separation from Board service. |

  148. Rewards & Employee Wellbeing

    | (6) Includes 6,000 shares held in a college savings plan for Mr. Whelan's daughter. |

  149. Rewards & Employee Wellbeing

    | 50 | Coeur Mining 2024 Proxy Statement |

  150. Rewards & Employee Wellbeing

    | Compensation Discussion and Analysis |

  151. Rewards & Employee Wellbeing

    | CD&A Summary | 52 | | Who We Are | 52 | | Our Strategy | 52 | | 2023 Macroeconomic Environment | 52 | | Company Performance | 54 | | Alignment of 2023 Compensation | 55 | | Our Executive Compensation Program | 56 | | Executive Compensation Program Philosophy | 57 | | 2023 Direct Compensation Elements | 58 | | 2023 Total Direct Compensation Targets | 60 | | Results of 2023 Stockholder Advisory Vote on Named Executive Officer Compensation | 60 | | Competitive Market Assessment | 60 | | 2023 Peer Group | 60 | | 2023 Executive Compensation – Realized Pay | 62 |

  152. Rewards & Employee Wellbeing

    | 2023 Executive Compensation Results | 63 | | Base Salary | 63 | | Annual Incentive Plan | 63 | | Long-Term Equity Incentive Awards | 67 | | Payouts for 2021-2023 Performance Shares | 70 | | Benefits and Perquisites | 74 | | Termination of Employment/Severance and Change-in-Control Arrangements | 74 | | Other Compensation Arrangements and Policies | 75 | | Stock Ownership Guidelines | 75 | | Insider Trading and Hedging Policy | 75 | | Clawback and Forfeiture Policy | 75 |

  153. Rewards & Employee Wellbeing

    Our 2023 NEOs:

  154. Rewards & Employee Wellbeing

    | Coeur Mining 2024 Proxy Statement | 51 |

  155. Rewards & Employee Wellbeing

    CD&A Summary

  156. Executive Compensation Program Philosophy

    | ► | Drive performance against critical strategic goals designed to create long-term stockholder value |

  157. Executive Compensation Program Philosophy

    We believe these compensation objectives directly drive achievement of our long-term strategic objectives, including continuous improvement and leadership in safety and environmental performance, reducing unit costs, increasing cash flow, achieving robust return on invested capital (ROIC), increasing reserves and resources, completing strategic initiatives and major expansion projects on time, on budget and delivering intended results, and outperformance relative to peers on total stockholder return. We analyze target total direct compensation (base salary, target annual incentive, and target equity award value) relative to our peers. Specific individual opportunities are established based on factors such as an executive’s scope and breadth of roles performed, experience in the position, performance and other factors deemed relevant by the CLD Committee. The CLD Committee formally reviews and evaluates every pay action versus the 25th, 50th and 75th percentile of peers, but does not tie individual compensation decisions to specific target percentiles. Our compensation program is designed to include multiple elements with varying characteristics which allows us to retain strong talent and reward performance for achievement of both short-term and long-term goals. The CLD Committee regularly assesses the appropriate mix of these compensation elements in consultation with an independent compensation consultant as well as other Board members and management, review of external perspectives from investors and analysts and peer benchmarking. We also grant awards under the LTIP to non-executives to promote alignment with and drive long-term stockholder value. Site leadership and non-executive corporate leaders receive restricted shares and performance share units that vest over a three-year period. All employees participate in our AIP or a similar cash incentive program with operational, safety and environmental metrics designed to promote the success of our business and which vary based on the role of the employee:

  158. Executive Compensation Program Philosophy

    | ► | Corporate employees support the goals and objectives of our NEOs and participate in the AIP with the same metrics as our NEOs, along with an individual performance component. |

  159. Executive Compensation Program Philosophy

    | ► | Leadership and managers at our operations participate in the AIP, modified to promote the achievement of site-specific goals aligned with overall Company strategy, including the execution of key projects and a significant component tied to safety and environmental performance, with those goals and projects forming part of the Company’s broader comprehensive strategy to create long-term stockholder value. |

  160. Executive Compensation Program Philosophy

    | ► | Hourly employees at our operations participate in cash incentive programs designed to drive achievement of core operational performance and site-specific goals, such as production, safety and environmental goals, which are key to our business of producing precious metals safely and responsibly. |

  161. 2023 Direct Compensation Elements

    | Compensation Component | Objective | Key Features | | Base salary | ► Provide a fixed base pay for performance of core job responsibilities ► Attract and retain highly skilled individuals | ► Initial levels and annual adjustments are based on positioning relative to the market and experience of the executive | | AIP | ► Performance-based and “at risk” ► Drive achievement of annual Company financial, operational, environmental and safety and strategic initiative goals and, for NEOs other than the CEO, individual executive performance and development goals | ► Cash payments based on Company and individual performance, with a high percentage weighted on Company performance (100% in the case of the CEO) to drive alignment with stockholder value | | LTIP | ► Performance-based and “at risk” ► Align executive and stockholder interests, drive the creation of long-term stockholder value, attract and retain talented executives | ► Mix of 60% performance shares and 40% time vesting restricted stock ► Restricted stock vests ratably over three years ► Performance shares cliff-vest after a three-year performance period, based on growth in reserves and resources and ROIC ► Payout increased or decreased by up to 25% based on rTSR performance |

  162. 2023 Direct Compensation Elements

    | Direct Compensation Component | Performance Based | Value Linked to Stock Price | Value Not Linked to Stock Price | % of CEO Target Pay | % of NEO Target Pay (Average) | | | Base Salary | | | ⬤ | 19% | 24% | Fixed | | Annual Incentive Plan | ⬤ | | ⬤ | 24% | 23% | Variable and “at risk” | | Restricted Stock | | ⬤ | | 23% | 21% | | | Three-Year PSUs | ⬤ | ⬤ | | 34% | 32% | |

  163. 2023 Direct Compensation Elements

    | PROTECT | We are focused on safeguarding the safety and health of our employees, protecting the environments where we operate and practicing strong corporate governance. | ESG Scorecard covering key EHS and ESG KPI'S | AIP 20% | | | Our AlP rewards outstanding health, safety and environmental performance, and strong corporate governance practices to reflect this commitment. | | | | DEVELOP | We endeavor to develop quality resources, grow and enhance our assets, pursue new opportunities, develop and grow our people, and build a solid technical foundation. | Three-Year Growth in Reserves and Resources | PSU’s(1) 50% | | | Our LTIP award structure drives performance against these goals by tying a portion of our performance shares to Increases In our reserves and resources, whether at our existing operations or through the acquisition of new properties and assets, and to completing key capital projects on-time and on-budget. | Focus on Key Strategic Initiatives | AIP 20% | | | Our AIP encourages development of our executives and employees by rewarding exemplary individual performance and growth. | Individual Component of AIP, except CEO | Varies by NEO | | DELIVER | We strive to deliver impactful results through teamwork and act with integrity. | Costs Applicable to Sales & Adjusted EBITDA | AIP 40% | | | Both our AlP and LTIP reward achievement of operational and financial objectives and creation of long-term stockholder value, tying payouts to achieving production, cost and adjusted EBITDA targets, effectively deploying capital and achieving our public net intensity reduction goal. | Three-year Return on Invested Capital | PSU’s(1) 50% | | | Our claw back policy holds our executives accountable to act with integrity and in accordance with applicable laws in achieving the goals linked to our compensation programs. | Production | AIP 20% |

  164. 2023 Direct Compensation Elements

    | (1) The two internal performance share metrics are subject to a relative TSR modifier that adjusts payouts up to +/- 25% based on TSR performance relative to the NYSE Arca Gold Miners Index. |

  165. 2023 Total Direct Compensation Targets

    | | Fixed Compensation | Variable Compensation | | | | Named Executive Officer | Base Salary | Long-Term Equity Incentives at Target | Annual Incentives at Target | Total Variable at Target | | Mitchell J. Krebs, President, Chief Executive Officer & Director | $850,000 | $2,550,000 | $1,062,500 | $3,612,500 | | Thomas S. Whelan, Senior Vice President & Chief Financial Officer(1) | $475,000 | $1,012,500 | $475,000 | $1,487,500 | | Michael Routledge, Senior Vice President & Chief Operating Officer | $525,000 | $1,181,250 | $525,000 | $1,706,250 | | Casey M. Nault, Senior Vice President, General Counsel & Chief ESG Officer | $425,000 | $956,250 | $425,000 | $1,381,250 | | Emilie C. Schouten, Senior Vice President & Chief Human Resources Officer | $350,000 | $665,000 | $262,500 | $927,500 |

  166. 2023 Total Direct Compensation Targets

    | (1) 2023 LTIP grant targets to NEOs were calculated based on NEO base salary at the date of grant and 2023 AIP payout targets are calculated based on NEO base salary at December 31, 2023. Mr. Whelan’s then current base salary used for his 2023 target LTIP value was $450,000. Mr. Whelan subsequently received a base salary increase in May 2023 from $450,000 to $475,000. |

  167. Competitive Market Assessment

    Competitive Market Assessment The CLD Committee annually reviews the compensation of executives relative to the competitive market, based on assessments prepared by its independent compensation consultant. In preparing this assessment, our compensation consultant analyzes publicly disclosed compensation data from our peer group (see “Peer Group” below). The consultant also uses specific industry surveys as a supplement to proxy research. Management, together with the consultant, assists the Committee by providing data, analyses and recommendations regarding the Company’s executive compensation practices and policies.

  168. 2023 Peer Group

    2023 Peer Group The CLD Committee establishes peer groups to help make executive pay decisions. Our peer group for 2023 is listed below and consisted solely of precious metals and mining companies with revenues generally between 0.3 and 3.0 times our revenues which are predominately headquartered in North America. For 2023, the CLD Committee added Dundee Precious Metals Inc., Equinox Gold Corporation and Fortuna Silver Mines Inc. to the peer group and has determined to use the NYSE Arca Gold Miners Index (GDMNTR) as the Company’s peer group index solely for purposes of relative TSR calculation. For 2024, the Committee removed Yamana Gold Inc. because it was acquired in 2023.

  169. 2023 Peer Group

    | 2023 Peer Company | Revenue(1) ($ millions) | Market Cap(1) ($ millions) | Corporate Headquarters | | Alamos Gold Inc. | 821 | 3,980 | Canada | | B2Gold Corp. | 1,733 | 3,819 | Canada | | Centerra Gold | 850 | 1,141 | Canada | | Dundee Precious Metals | 570 | 914 | Canada | | Eldorado Gold Corporation | 872 | 1,538 | Canada | | Endeavor Mining plc | 2,508 | 5,263 | United Kingdom | | Equinox Gold | 952 | 999 | Canada | | First Majestic Silver Corp. | 624 | 2,212 | Canada | | Fortuna Silver Mines | 681 | 1,091 | Canada |

  170. 2023 Peer Group

    | 60 | Coeur Mining 2024 Proxy Statement |

  171. 2023 Peer Group

    | 2023 Peer Company | Revenue(1) ($ millions) | Market Cap(1) ($ millions) | Corporate Headquarters | | Hecla Mining Co. | 719 | 3,326 | United States | | Hochschild Mining | 736 | 435 | United Kingdom | | IAMGOLD Corporation | 959 | 1,228 | Canada | | New Gold Inc. | 604 | 670 | Canada | | OceanaGold Corporation | 967 | 1,342 | Canada | | Pan American Silver Corp. | 1,495 | 3,440 | Canada | | SSR Mining Inc. | 1,148 | 3,235 | United States | | Yamana Gold Inc. | 1,807 | 5,340 | Canada | | Median: | 872 | 1,538 | |

  172. 2023 Peer Group

    | | Revenue(1) ($ millions) | Market Cap(1) ($ millions) | Corporate Headquarters | | Coeur Mining, Inc. | 786 | 994 | United States |

  173. 2023 Peer Group

    | (1) Revenues are for the 2022 fiscal year. Market cap is calculated as of December 31, 2022 based on the outstanding shares for each peer publicly disclosed as of the date of calculation. |

  174. 2023 Peer Group

    | Coeur Mining 2024 Proxy Statement | 61 |

  175. 2023 Peer Group

    2023 Executive Compensation – Realized Pay Our NEO compensation program is structurally designed to be a strong performance-based program. In the case of the CEO, 81% of his target compensation is performance-based or “at-risk”, and only 19% is fixed, delivered through base salary.

  176. Actual Pay Compared to Target

    Actual Pay Compared to Target To manage the performance-based and “at-risk” compensation program, which includes AIP, PSUs and restricted stock, we evaluate NEO compensation by examining the target value of compensation (the value on date of grant) and the actual value received (the value on date of receipt by the NEO). We believe that by understanding each of these values in relation to Company performance, we can establish and verify a strong pay-for-performance relationship that is both motivational and retentive. Target Value. The three-year target value for performance and “at-risk” elements is equal to (1) the 2021-2023 target annual incentive, plus (2) the grant date target value of PSUs for the 2021-2023 performance period, plus (3) the target value of restricted stock granted in 2021, 2022 and 2023. This is shown in the bar chart below. The CEO’s target value of compensation for “at-risk” and performance-based elements was $7,230,000 for the 2021-2023 performance period. Actual Value. The three-year actual value is equal to (1) the 2021-2023 actual annual incentive earned, plus (2) the value of the PSUs for the 2021-2023 performance period that paid out in early 2024, valued as of December 31, 2023, plus (3) the value of restricted stock granted in 2021, 2022 and 2023, valued as of December 31, 2023, including shares not yet vested. The CEO’s actual value of compensation from performance-based and “at-risk” elements was $4,449,689, 38% lower than the target value. The chart does not include base salary since it is not variable, “at-risk” or performance-based. Alignment with Performance. During the three-year 2021-2023 period, our CEO received 38% lower than target for performance-based “at-risk” elements of our compensation program. During this same period, our stock price decreased by 69%. We believe this demonstrates alignment of pay and performance.

  177. Actual Pay Compared to Target

    | Annual Incentive Plan | 2023 AIP: Target Levels Consistent with Market and Experience in Role; No YOY Change in Opportunity % |

  178. AIP Target Opportunities

    AIP Target Opportunities Under our AIP, each executive has a target award opportunity expressed as a percentage of base salary established at the beginning of each year. 2023 target award opportunities as a percentage of base salary remained consistent from 2022 levels and were determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact our performance.

  179. AIP Target Opportunities

    | Named Executive Officer | Target AIP Opportunity (% of Salary) | | | 2023 | | Mitchell J. Krebs | 125% | | Thomas S. Whelan | 100% | | Michael Routledge | 100% | | Casey M. Nault | 100% | | Emilie C. Schouten | 75% |

  180. AIP Target Opportunities

    Actual awards can range from 0% to 200% of the target award, based on our Company performance relative to corporate AIP objectives and the performance of each individual executive (other than the CEO) relative to individual goals. The CEO’s AIP opportunity is based 100% on corporate objectives. Because mine plans drive our budgets, and mine plans vary year-to-year in terms of tonnage, grade and other factors, from time to time our related performance targets for a given year may be lower than the prior year and may not appear to reflect improvement or increased rigor over the prior year. For example, when a mine plan is moving

  181. AIP Target Opportunities

    | Coeur Mining 2024 Proxy Statement | 63 |

  182. AIP Target Opportunities

    through a lower grade zone, despite strong execution, lower production, higher unit costs and lower adjusted EBITDA compared to the prior year may occur. We strive to increase average overall grade over the long-term, but the grades of reserves and resources are inherently variable and a life of mine involves mining through zones of higher and lower grade. Our annual operational and financial goals and targets are designed to reflect year-over-year variances in our mine plans.

  183. 2023 Company AIP Performance Measures and Weights

    2023 Company AIP Performance Measures and Weights At the beginning of each year the CLD Committee approves AIP performance measures, weightings and targets, along with threshold, target and maximum performance and payout levels, based on the Board-approved budget and internal forecasts. These goals and targets are designed to be rigorous and require strong execution in-line with budget and other critical objectives. After the end of the year, the CLD Committee reviews performance against the goals prior to certifying results and approving payouts. Once the performance measures and goals are set, they are not subject to change for that plan year without the specific approval of the CLD Committee. The 2023 AIP corporate performance measures complement the measures used for performance share awards in driving achievement of multi-year strategic initiatives directly aligned to the creation of long-term stockholder value. The CLD Committee selected the 2023 AIP metrics shown below under our “5 x 20%” approach allocating 20% weighting each to production, costs, adjusted EBITDA, strategic initiatives and ESG scorecard, based on the following considerations and objectives:

  184. 2023 Company AIP Performance Measures and Weights

    | ► | Align with our business objectives and strategic priorities; |

  185. 2023 Company AIP Performance Measures and Weights

    | ► | Transparency to investors and executives; |

  186. 2023 Company AIP Performance Measures and Weights

    | ► | Incentivize profitable production growth, not growth for growth’s sake; |

  187. 2023 Company AIP Performance Measures and Weights

    | ► | Balance financial and operational performance; |

  188. 2023 Company AIP Performance Measures and Weights

    | ► | Drive execution of important strategic initiatives; and |

  189. 2023 Company AIP Performance Measures and Weights

    | ► | Reflect our commitment to safe and environmentally responsible operations. |

  190. 2023 Company AIP Performance Measures and Weights

    | 64 | Coeur Mining 2024 Proxy Statement |

  191. 2023 Company AIP Performance Measures and Weights

    | Measure | Weight | Minimum(1) | Target(1) | Maximum(1) | | Production: | 20% | | | | | Gold Production (ounces) | 15% | 293K | 321K | 348K | | Silver Production (ounces) | 5% | 9.7M | 10.0M | 10.7M | | Costs: | 20% | | | | | Gold CAS per ounce(2) | 15% | $1,351 | $1,315 | $1,290 | | Silver CAS per ounce(2) | 5% | $19.91 | $18.92 | $18.35 | | Adjusted EBITDA(3) | 20% | $117M | $160M | $198M | | Strategic Initiatives: | 20% | | | | | Palmarejo Tailings Project(4) | 6.7% | Late/on budget | On time/on budget | Early/on budget | | Kensington Exploration & Development(5) | 6.7% | 374K Au Ozs | 408K Au Ozs | 449K Au Ozs | | Rochester Expansion(6) | 6.7% | 65K tons | 70K tons | 87K tons | | ESG Scorecard: | 20% | | | | | Decline in Companywide TRIFR(7) | 5% | Maintain 2022 performance | 7% reduction from 2022 | ≥14% reduction from 2022 | | Critical Control Verifications(8) | 5% | ≤5% reduction from 2022 | Same level as 2022 | ≥10% increase from 2022 | | Permit Discharge Exceedances(9) | 4% | 4 events | 1 event | Zero events | | Significant Spills(10) | 4% | 2 events | 1 event | Zero events | | GHG Reduction Initiatives Completed(11) | 1% | 2 projects | 3 projects | 6 projects | | Biodiversity Standard(12) | 1% | Standard developed and Board- approved by year-end | Standard developed and Board-approved by end of Q3 | Standard developed, Board-approved by end of Q3, and rolled out by year-end |

  192. 2023 Company AIP Performance Measures and Weights

    | (1) Payouts for each measure are 50% for “Minimum”, 100% for “Target” and 200% for “Maximum”. Payouts are interpolated for performance between minimum and target and between target and maximum. |

  193. 2023 Company AIP Performance Measures and Weights

    | (2) Our CAS per silver ounce and gold ounce metrics each measure performance against a target based on the Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between the actual realized metals prices and budget prices and variances in prices of diesel and cyanide, two of our most significant input commodities, whether having a positive or negative impact, are not factored into the calculation in order to ensure a consistent assessment of performance against budget. Please see “Appendix A – Certain Additional Information” for reconciliations of GAAP to non-GAAP financial measures included in this section. |

  194. 2023 Company AIP Performance Measures and Weights

    | (3) Our adjusted EBITDA metric measures performance against a target based on the Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between actual realized metals prices and budgeted prices, whether having a positive or negative impact, are not factored into the calculation in order to ensure a consistent assessment of performance against budget. |

  195. 2023 Company AIP Performance Measures and Weights

    | (4) Completion of project to allow future tailings to be deposited into the legacy open pit, to avoid further tailings dam raises, enable concurrent reclamation of the open pit, reduce water usage and reduce costs. Timing of completion of the project was most important variable given capacity constraints in existing tailings storage facility. |

  196. 2023 Company AIP Performance Measures and Weights

    | (5) To measure success of the Kensington exploration and development initiative aimed at extending the life of our shortest-lived mine, this measure targeted reserves of gold ounces at year-end 2023. |

  197. 2023 Company AIP Performance Measures and Weights

    | (6) Rochester expansion measure was tied to average daily throughput of the new Rochester crushing circuit for the last 15 days of 2023. |

  198. 2023 Company AIP Performance Measures and Weights

    | (7) Company-wide total reportable injury frequency rate (TRIFR) includes employees and contractors. |

  199. 2023 Company AIP Performance Measures and Weights

    | (8) Critical control verifications (CCV’s) are a leading indicator for safety performance. Measures field-based CCV’s compared to 2022. |

  200. 2023 Company AIP Performance Measures and Weights

    | Coeur Mining 2024 Proxy Statement | 65 |

  201. 2023 Company AIP Performance Measures and Weights

    | (9) A permit discharge exceedance means an event or upset operational condition where a chemical constituent was discharged in effluent to a receiving water body or other environmental media at a concentration not within a specified numeric concentration in our operating permit. |

  202. 2023 Company AIP Performance Measures and Weights

    | (10) Significant spills means spills or releases exceeding certain volumetric thresholds that have been standardized across our operating sites to hold all sites accountable to a strict standard regardless of local jurisdiction standards. A volume labeled significant for this purpose does not mean that the volume posed any significant harm to the environment or was immediately reportable under applicable regulatory standards. |

  203. 2023 Company AIP Performance Measures and Weights

    | (11) Measures completion of site-based GHG reduction projects identified by our Operations Excellence team that both reduce costs and GHG emissions, and contribute to achievement of our public goal to reduce GHG net intensity (emissions per ton processed) 35% by the end of 2024. |

  204. 2023 Company AIP Performance Measures and Weights

    | (12) Measures achievement of our publicly-stated 2023 goal to adopt and roll out a biodiversity standard. |

  205. Individual AIP Goals

    Individual AIP Goals In addition to Company metrics, specific individual goals are developed for each executive other than the CEO at the beginning of the year. 2023 AIP award percentages based on individual performance were 20% for Messrs. Whelan, Routledge and Nault, and 30% for Ms. Schouten, reflecting an emphasis on specific human capital management and culture-related goals. The specific goals for each executive typically are a mix of both objective and subjective goals that support our strategic objectives, reflect each executive’s individual responsibilities, and can be grouped into the following broad categories:

  206. Individual AIP Goals

    | ► | Major project and operational execution, including strategic transformation and growth |

  207. Individual AIP Goals

    | ► | Mitigation of risk |

  208. Individual AIP Goals

    | ► | Enhancement of each executive’s responsibilities |

  209. Individual AIP Goals

    | ► | Support of Coeur’s values regarding worker safety and health, social, environmental and corporate responsibility |

  210. Individual AIP Goals

    | ► | A commitment to the talent development and retention of our employees |

  211. Individual AIP Goals

    | ► | Demonstration of Coeur’s leadership principles, personal development and adherence to Company culture and behavior |

  212. Individual AIP Goals

    | 2023 AIP Corporate Objectives and Performance | 84% overall achievement due to strong performance on production, strategic initiatives and safety and environmental measures, offset by higher unit costs and lower adjusted EBITDA than planned |

  213. Individual AIP Goals

    | Metric | 2023 Target | 2023 Performance | Performance (% of target) | Payout (% of target) | Weight | Weighted Payout (% of target) | | Production | | | | | 20% | 19.1% | | Gold Production (ounces) | 321K | 318K | 99% | 95% | 15% | 14.2% | | Silver Production (ounces) | 10.0M | 10.0M(1) | <100% | 97% | 5% | 4.9% | | Costs | | | | | 20% | 4.7% | | Gold CAS per ounce | $1,315 | $1,388 | 106% | 0% | 15% | 0% | | Silver CAS per ounce | $18.92 | $19.06 | 101% | 93% | 5% | 4.7% | | Adjusted EBITDA | $160M | $142M | 89% | 79% | 20% | 15.8% | | Strategic Initiatives | | | | | 20% | 20.5% | | Palmarejo Tailings Project | On time/budget | Early/below budget | 200% | 200% | 6.7% | 13.3% | | Kensington Exploration & Development | 408K ozs gold reserves | 411K ozs | 101% | 107% | 6.7% | 7.2% | | Rochester Expansion | 65K tons per day | 0 | 0% | 0% | 6.7% | 0% |

  214. Individual AIP Goals

    | 66 | Coeur Mining 2024 Proxy Statement |

  215. Individual AIP Goals

    | Metric | 2023 Target | 2023 Performance | Performance (% of target) | Payout (% of target) | Weight | Weighted Payout (% of target) | | ESG Scorecard | | | | | 20% | 24% | | Decline in Companywide TRIFR | Same as 2022 | 7% increase | 0% | 0% | 5% | 0% | | Critical Control Verifications | Same as 2022 | 14% increase | 114% | 200% | 5% | 10% | | Permit Discharge Exceedances | 1 event | 4 events | 50% | 50% | 4% | 2% | | Significant Spills | 1 event | 0 events | 200% | 200% | 4% | 8% | | GHG Reduction Projects | 3 | 6 | 200% | 200% | 1% | 2% | | Biodiversity Standard | Approved | Rolled out | 200% | 200% | 1% | 2% | | Total | | | | | | 84% |

  216. Individual AIP Goals

    | (1) For AIP purposes, silver production from only Rochester and Palmarejo is considered because small amounts of silver produced as a by-product at other sites is not budgeted. |

  217. 2023 AIP Individual Performance and Payouts

    2023 AIP Individual Performance and Payouts As noted above, the CEO’s AIP is based entirely on corporate performance. Individual performance for other NEOs ranged from 90%-150% of target as shown in the table below. Mr. Whelan and Ms. Schouten received 150% individual performance scores due to successful execution of significant strategic objectives within each of their respective areas of responsibility and strong performance under Coeur’s leadership principles. For 2023, based on Company and individual NEO performance achievement as a percentage of target and the performance weights described above, the CLD Committee approved the following annual incentive payments to the NEOs.

  218. 2023 AIP Individual Performance and Payouts

    | Named Executive Officer | 2023 Base Salary(1) | 2023 Target AIP % | Company % Weighting | Individual % Weighting | 2023 Individual % Amount(2) | 2023 AIP Payout | | Mitchell J. Krebs, President & Chief Executive Officer | $850,000 | 125% | 100% | 0% | N/A | $892,500 | | Thomas S. Whelan, Senior Vice President & Chief Financial Officer | $475,000 | 100% | 80% | 20% | 150% | $461,700 | | Michael Routledge, Senior Vice President & Chief Operating Officer | $525,000 | 100% | 80% | 20% | 90% | $447,300 | | Casey M. Nault, Senior Vice President, General Counsel & Chief ESG Officer | $425,000 | 100% | 80% | 20% | 125% | $391,850 | | Emilie C. Schouten, Senior Vice President & Chief Human Resources Officer | $350,000 | 75% | 70% | 30% | 150% | $272,475 |

  219. 2023 AIP Individual Performance and Payouts

    | (1) 2023 AIP payouts were calculated based on NEO base salary at December 31, 2023. |

  220. 2023 AIP Individual Performance and Payouts

    | (2) The Company’s AIP provides for individual performance achievement levels between 75% and 200% of target. |

  221. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards The primary purpose of our long-term equity incentive awards is to align the interests of our executives with those of our stockholders by rewarding executives for creating long-term stockholder value. Long-term incentives also assist in retaining our executive team.

  222. 2023 Grants of Long-Term Incentive Compensation

    2023 Grants of Long-Term Incentive Compensation Consistent with prior years, 2023 executive awards comprised 60% performance shares and 40% restricted stock. The CLD Committee believes that this mix provides alignment with stockholder interests and balances incentive and retention objectives, while minimizing share dilution.

  223. 2023 Grants of Long-Term Incentive Compensation

    | Coeur Mining 2024 Proxy Statement | 67 |

  224. 2023 Grants of Long-Term Incentive Compensation

    Target long-term incentive award values as a percentage of base salary for each executive in 2023 were the same as 2022, and determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact overall Company performance.

  225. 2023 Grants of Long-Term Incentive Compensation

    | | 2023 LTIP Grant | | | Named Executive Officer | % of Salary | Target $ Amount | | Mitchell J. Krebs | 300% | $2,550,000 | | Thomas S. Whelan | 225% | $1,012,500(1) | | Michael Routledge | 225% | $1,181,250 | | Casey M. Nault | 225% | $956,250 | | Emilie C. Schouten | 190% | $665,000 |

  226. 2023 Grants of Long-Term Incentive Compensation

    | (1) The target value of Mr. Whelan’s grant was based on his then-current base salary of $450,000. |

  227. 2023 Grants of Long-Term Incentive Compensation

    The number of shares of restricted stock granted in 2023 was determined by dividing the total grant value by the average closing price of the Company’s common stock on the New York Stock Exchange over a period of 60 trading days before the grant date. The CLD Committee has determined that this approach is appropriate to smooth out volatility in daily stock price changes, which can be significant and materially impact the number of shares granted from day to day.

  228. 2023 Restricted Stock Grant

    2023 Restricted Stock Grant In 2023, restricted stock comprised 40% of the target long-term equity incentive award value granted to NEOs. Restricted stock aligns executives’ interests with those of stockholders via actual share ownership, and vesting requirements promote retention and continuity in our senior leadership team. Restricted stock also provides value to the executives even with a declining share price, which may occur due to general market or industry-specific forces that are beyond the control of the executives (for example, a drop in the market prices of gold and silver). Holders of restricted stock may, if the CLD Committee so determines, receive dividends, if any, and exercise voting rights on their restricted stock during the period of restriction. Restricted stock grants generally vest ratably over three years beginning on the first anniversary of the grant. The following diagram illustrates the design and structure of the 2023 restricted stock awards.

  229. 2023 Restricted Stock Grant

    | February 27, 2023 | February 27, 2024 | February 27, 2025 | February 27, 2026 | | Grant of Restricted Shares | 1/3 Vest | 1/3 Vest | 1/3 Vest |

  230. 2023 Performance Share Grants

    2023 Performance Share Grants In 2023, performance shares comprised 60% of the target long-term incentive award value. To the extent they are earned based on achievement of performance goals, awards are generally settled in Coeur stock. The performance share opportunity granted in 2023 was tied to Company achievement of two internal goals that drive creation of long-term stockholder value. Performance against these goals generally is measured over a three-year performance period ending December 31, 2025. The 2023 performance share program was streamlined from four performance goals to two core performance goals. In 2022, we included a performance goal tied to achievement of our GHG net intensity reduction goal. The performance period of that award matched the performance period for the public goal, so we did not see a compelling rationale to grant another award in 2023 tied to the same underlying GHG net intensity reduction goal. In 2022, we also included a performance goal related to the Rochester expansion, tied to production in 2024 from the newly expanded operation. Because the Rochester expansion was completed in 2023 and there were already prior year performance goals tied to completion and performance milestones of the project, and because Rochester performance going forward will be reflected in other incentive plan measures, including ROIC awards, we did not see a compelling rationale to tie any portion of the 2023 performance share grant to the Rochester expansion project.

  231. 2023 Performance Share Grants

    | 68 | Coeur Mining 2024 Proxy Statement |

  232. 2023 Performance Share Grants

    | | 2023 Performance Share Grant | | | Performance Share Award | 3-Year ROIC | 3-Year Growth in Reserves & Resources | | Overall Weighting | 50% | 50% | | | Overall rTSR Modifier +/- 25% | |

  233. 2023 Performance Share Grants

    | ► | Three-Year Return on Invested Capital – 50% of 2023 Performance Share Opportunity |

  234. 2023 Performance Share Grants

    Coeur’s management team is focused on deploying capital efficiently and effectively to drive long-term returns for stockholders. The ROIC metric reflects feedback from stockholders and aligns with our plan design philosophy that performance share metrics should tie to key drivers of long-term stockholder value. ROIC is determined by dividing three-year adjusted EBIT from our four operating assets (Palmarejo, Rochester, Kensington and Wharf) by investment in those assets during the performance period. EBIT for the three-year performance period is calculated by adding depreciation, depletion, asset retirement obligation accretion and inventory adjustments to cumulative adjusted EBITDA for the performance period. Adjusted EBITDA is a non-GAAP financial measure presented in our financial statements used by management to understand results from our business. Investment for each operating mine is equal to Total Debt plus total equity of the entity that owns the mine minus cash held by the entity. Investment will be measured at the beginning of the performance period and at the end of each of the three calendar years of the performance period, and the final result will be the average of these four numbers. In addition, EBIT will be calculated by holding pricing constant, using the prices incorporated in the Company’s strategic plan, to hold management accountable for achieving the intended benefits of our capital investments as presented for Board approval without benefiting from or being penalized by changes in metals prices, which are beyond our control. The target for the ROIC metric is tied to achieving returns on investment for operating mines set out in our 2023 updated mine plans, with maximum performance tied to our 2023 updated strategic plan because the strategic plan represents an “upside” case which assumes, among other factors, the conversion of a significant portion of resources into reserves. Accordingly, for the 2023-2025 performance period, the CLD Committee approved the following performance and payout targets:

  235. 2023 Performance Share Grants

    | Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target | 4% | 6.3% | 9.7% | 11% | 12.5% | 14% | 15.5% | 17% |

  236. 2023 Performance Share Grants

    A new operation acquired during the performance period will be incorporated on a pro forma basis if returns from the operation are expected to begin during the performance period, in which case investment in the operation, for purposes of calculating ROIC, will be incorporated pro rata with the expected returns to avoid penalizing the calculation by including the full amount of the investment. Similarly, in the event of a divestiture of a mine included in the ROIC metric during the performance period, the CLD Committee will exclude the divested asset from the calculation and adjust the target accordingly. In the event the Board approves a capital project with respect to an operating asset after the commencement of the performance period and the expected return on that project is not expected to be delivered during the performance period, the CLD Committee will exclude the impact of that project from the ROIC calculation. Finally, in the event of an impairment in an operating asset during the performance period, the total investment for the relevant operation will not be reduced by the impairment amount for purposes of calculating ROIC.

  237. 2023 Performance Share Grants

    | ► | Three-Year Growth in Reserves and Resources – 50% of 2023 Performance Share Opportunity |

  238. 2023 Performance Share Grants

    Growth in reserves and resources is critical to replace ounces mined each year and grow resources to extend mine lives, which we believe will drive stockholder value. Reserves and resources may also decline due to falling metals prices, as previously economic grades are rendered uneconomic. This further aligns performance with stockholders. For 2023, our reserves and resources award focused on reserves, which comprise substantially all material included in mine life estimates and thus are critical to replace depletion and extend mine lives, and inferred resources, which comprise new material entering our mineral inventory at the earliest stage and provide the foundation for future reserve conversions. Targets were based on exploration plans and expected budgets. The weighting between reserves and inferred resources was split evenly, with each comprising 50% of the metric and 25% of the overall performance share opportunity.

  239. 2023 Performance Share Grants

    | Coeur Mining 2024 Proxy Statement | 69 |

  240. 2023 Performance Share Grants

    Reserves and resources are calculated on an AgEqOz basis with equivalence to be determined based on the prices of gold, silver, lead and zinc we assume for reserve and resource calculation purposes as of December 31, 2022 and December 31, 2025, respectively. Targets will automatically adjust to exclude any discontinued operations or other sold assets during the measurement period. In addition, because the primary intent of the award is to drive reserve and resource growth through exploration, the CLD Committee may exercise discretion to exclude the impact of reserves and resources added through mergers and acquisitions. The CLD Committee determined the following targets for the three-year growth in gross reserves (before depletion from production) and net inferred resources (after conversion to higher categories of resources and reserves). Growth in reserves is measured on a gross basis to eliminate the impact of production being higher or lower than plan, and growth in inferred resources is measured on a net basis to drive growth in the foundation of our resource and reserve inventory regardless of conversions to higher categories.

  241. 2023 Performance Share Grants

    | Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target - Reserves | ≥5% | ≥10% | ≥12.5% | ≥15% | ≥17.5% | ≥20% | ≥22.5% | ≥25% | | Performance Target – Inferred Resources | ≥25% | ≥30% | ≥35% | ≥40% | ≥45% | ≥50% | ≥55% | ≥60% |

  242. Relative TSR Modifier

    Relative TSR Modifier Awards paid out for achievement of one or more of the above performance share metrics for the 2023-2025 performance period will be subject to a relative TSR (rTSR) modifier which will adjust the payout up to +/-25% based on our TSR performance compared to the NYSE Arca Gold Miners Index. Performance is measured using the average of the last 60 trading days of 2022 compared to the last 60 trading days of 2025. By including rTSR as a modifier instead of a primary metric, the CLD Committee has sought to increase NEO focus on the drivers of TSR. Additionally, the inclusion of rTSR as a modifier maintains alignment with stockholders by adjusting payouts up to 25% based on whether our stock price performs better or worse than a broad index of companies in our sector.

  243. Payouts for 2021-2023 Performance Shares

    Payouts for 2021-2023 Performance Shares The 2021-2023 performance shares paid out at 63% of target, reflecting growth in reserves and resources and achievement of Rochester and Silvertip project-related goals, offset by zero payout under the ROIC metric, and reduced by 25% overall due to the rTSR modifier included in the 2021 awards, which adjusted payouts +/-25% if rTSR was in the top or bottom quartile of our peer group at the time. The tables below illustrate results for the 2021-2023 performance share opportunity.

  244. Payouts for 2021-2023 Performance Shares

    | ► Three-Year Operating Mine ROIC (35% Weighting) | Result: 0% payout driven by below threshold performance from operational challenges and inflationary impacts |

  245. Payouts for 2021-2023 Performance Shares

    | Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target | 22.5% | 23.5% | 24.5% | 25.5% | 26.5% | 27.5% | 28.5% | 29.5% | | Result | 9.0% (no payout) | | | | | | | |

  246. Payouts for 2021-2023 Performance Shares

    | 70 | Coeur Mining 2024 Proxy Statement |

  247. Payouts for 2021-2023 Performance Shares

    | ► Three-Year Growth in Reserves and Resources (35% Weighting) | Result: Payout at 105% due to nearly 3% increase in weighted reserves and resources over the three-year performance period |

  248. Payouts for 2021-2023 Performance Shares

    | Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target | 30% Decrease | 20% Decrease | 10% Decrease | Target | 15% Increase | 30% Increase | 45% Increase | 60%+ Increase | | Target (in M AgEqOz)(1)(2) | 706 | 806 | 907 | 1,009 | 1,159 | 1,310 | 1,462 | 1,613 | | Coeur | 1,036M AgEqOZ (2.7% Increase) | | | | | | | |

  249. Payouts for 2021-2023 Performance Shares

    | (1) Based on total proven and probable reserves, measured and indicated resources, and inferred resources, weighted at 100%, 75% and 50% of ounces, respectively, reflecting levels of confidence for each category. Ounces measured on an AgEqOz basis using assumed reserve and resource prices at each year-end for silver, gold, lead and zinc. See calculations in table below. |

  250. Payouts for 2021-2023 Performance Shares

    | (2) In accordance with the terms of the original grant, targets were adjusted to remove ounces from sold assets that were included in the baseline at the beginning of the performance period. |

  251. Payouts for 2021-2023 Performance Shares

    | AgEqOz In millions | 2023 | 2020 | | Proven & Probable Reserves – 100% | 491.2 | 548.8 | | Measured & Indicated Resources – 75% | 546.4 | 424.1 | | Inferred Resources – 50% | 270.5 | 283.4 | | Total | 1,036 | 1,009 | | % Increase/(Decrease) | +2.7% | |

  252. Payouts for 2021-2023 Performance Shares

    | ► Project-Based Award: Rochester Mine POA 11 Expansion (20% Weighting) | Result: Payout at 171% due to achievement of specified key milestones |

  253. Payouts for 2021-2023 Performance Shares

    | Rochester POA 11 Milestone | Measurement Date | Max Value of Milestone | Milestone Achievement | | 2021 progress vs forecast | YE 2021 | 25% | 21% | | Merrill-Crowe plant and crushing circuit on schedule and on budget | YE 2022 | 50% | 25% | | 4Q23 AgEq production from new Stage VI leach pad as a % of plan Below 85% = 0% 85-95% = 50% 95-105% = 75% 105-115% = 100% 115+% = 125% | YE 2023 | 125% | 125% | | | | TOTAL RESULT: | 171% Achievement |

  254. Payouts for 2021-2023 Performance Shares

    | (1) Shares awarded interpolated between achievement levels and capped at indicated maximum value. |

  255. Payouts for 2021-2023 Performance Shares

    | Coeur Mining 2024 Proxy Statement | 71 |

  256. Payouts for 2021-2023 Performance Shares

    | ► Project-Based Award: Silvertip Restart and Expansion (10% Weighting) | Result: Payout at 126% due to achievement of specified key milestones |

  257. Payouts for 2021-2023 Performance Shares

    | Silvertip Milestone | Measurement Date | Max Value of Milestone | Milestone Achievement | | Board authorization of project plan | YE 2021 | 25% | 0% | | Achievement of 2023 project plan | YE 2023 | 50% | 26% | | 2023 Inferred Resource Tonnes Growth | YE 2023 | 125% | 100% | | | | TOTAL RESULT: | 126% Achievement |

  258. 2021-2023 Performance Share Payouts

    2021-2023 Performance Share Payouts The tables below show performance shares awarded to applicable NEOs under the performance share metrics for the 2021-2023 performance period.

  259. 2021-2023 Performance Share Payouts

    | 2021-2023 ROIC Performance Share Payout | | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded (includes -25% rTSR modifier impact) | Value Realized at Award Date** | % of Target Value Realized at Award Date | | Mitchell J. Krebs | 145,161 | $1,479,190 | 91,088 | $239,561 | 16.2% | | Thomas Whelan | 51,209 | $521,820 | 32,133 | $84,510 | 16.2% | | Michael Routledge | 54,435 | $554,693 | 34,159 | $89,838 | 16.2% | | Casey M. Nault | 54,435 | $554,693 | 34,159 | $89,838 | 16.2% | | Emilie C. Schouten | 39,838 | $405,949 | 24,999 | $65,747 | 16.2% |

  260. 2021-2023 Performance Share Payouts

    | 2021-2023 ROIC Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded (includes -25% rTSR modifier impact) | Value Realized at Award Date** | | Mitchell J. Krebs | 50,807 | $517,723 | 0 | $0 | | Thomas Whelan | 17,924 | $182,646 | 0 | $0 | | Michael Routledge | 19,052 | $194,140 | 0 | $0 | | Casey M. Nault | 19,052 | $194,140 | 0 | $0 | | Emilie C. Schouten | 13,943 | $142,079 | 0 | $0 |

  261. 2021-2023 Performance Share Payouts

    | 72 | Coeur Mining 2024 Proxy Statement |

  262. 2021-2023 Performance Share Payouts

    | 2021-2023 Reserve & Resource Growth Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded (includes -25% rTSR modifier impact) | Value Realized at Award Date** | | Mitchell J. Krebs | 50,806 | $517,713 | 40,137 | $105,560 | | Thomas Whelan | 17,923 | $182,635 | 14,160 | $37,241 | | Michael Routledge | 19,052 | $194,140 | 15,052 | $39,587 | | Casey M. Nault | 19,052 | $194,140 | 15,052 | $39,587 | | Emilie C. Schouten | 13,943 | $142,079 | 11,015 | $28,969 |

  263. 2021-2023 Performance Share Payouts

    | 2021-2023 Project-Based Award (Rochester) Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded (includes -25% rTSR modifier impact) | Value Realized at Award Date** | | Mitchell J. Krebs | 29,032 | $295,836 | 37,160 | $97,731 | | Thomas Whelan | 10,242 | $104,366 | 13,109 | $34,477 | | Michael Routledge | 10,887 | $110,939 | 13,935 | $36,649 | | Casey M. Nault | 10,887 | $110,939 | 13,935 | $36,649 | | Emilie C. Schouten | 7,968 | $81,194 | 10,199 | $26,823 |

  264. 2021-2023 Performance Share Payouts

    | 2021-2023 Project-Based Award (Silvertip) Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded (includes -25% rTSR modifier impact) | Value Realized at Award Date** | | Mitchell J. Krebs | 14,516 | $147,918 | 13,791 | $36,270 | | Thomas Whelan | 5,120 | $52,173 | 4,864 | $12,792 | | Michael Routledge | 5,444 | $55,474 | 5,172 | $13,602 | | Casey M. Nault | 5,444 | $55,474 | 5,172 | $13,602 | | Emilie C. Schouten | 3,984 | $40,597 | 3,785 | $9,955 |

  265. 2021-2023 Performance Share Payouts

    | * Represents fair value of the award on the grant date under ASC 718 |

  266. 2021-2023 Performance Share Payouts

    | ** Represents the taxable value of the shares on the date of vesting (number of shares times the share price on release date) |

  267. Timing of Long-Term Incentive Awards

    Timing of Long-Term Incentive Awards The CLD Committee typically approves annual long-term incentive grants to our executives in the first quarter. The CLD Committee has adopted a policy of calculating restricted stock and performance share grant prices based on a 60-trading day trailing average basis. Annual awards generally are timed to follow the release of year-end financial results.

  268. Timing of Long-Term Incentive Awards

    | Coeur Mining 2024 Proxy Statement | 73 |

  269. Termination of Employment/Severance and Change-in-Control Arrangements

    Termination of Employment/Severance and Change-in-Control Arrangements

  270. Executive and Officer Severance Policies; CEO Employment Agreement

    Executive and Officer Severance Policies; CEO Employment Agreement We maintain an Executive Severance Policy to have a uniform program and reduce the number of individual employment and change-in-control agreements with executive officers. All NEOs are covered by this policy, other than Mr. Krebs, whose severance and change-in-control benefits are covered in an employment agreement. Under the Executive Severance Policy and CEO employment agreement, as applicable, each NEO is covered by an arrangement to provide certain benefits payable in the event of qualifying terminations of employment in connection with a change-in-control. The CLD Committee believes that these arrangements provide reasonable compensation in the unique circumstances of a change-in-control that is not provided by our other compensation programs. The CLD Committee believes change-in-control benefits, if structured appropriately, minimize the distraction caused by a potential change-in-control transaction and reduce the risk of key executives resigning from Coeur before a change-in-control transaction closes. The CLD Committee also believes that these provisions motivate executives to make decisions in the best interests of stockholders should a transaction take place by providing executives with the necessary job stability and financial security during a change-in-control transaction (and the subsequent period of uncertainty) to help them remain focused on managing the Company rather than on their own personal employment. The CLD Committee believes that all of these objectives serve the stockholders’ interests. Under the Executive Severance Policy and CEO employment agreement, as applicable, each NEO is also entitled to certain benefits payable in the event of qualifying terminations of employment not in connection with a change-in-control. The CLD Committee believes these arrangements enhance our ability to attract and retain executives by providing market competitive severance benefits for involuntary, not-for-cause terminations of employment. The benefits provided under such arrangements are described in additional detail in the section titled “Potential Payments Upon Termination or Change-In-Control” as set forth in this proxy statement.

  271. Double-Trigger Change-in-Control Vesting Acceleration under LTIP

    Double-Trigger Change-in-Control Vesting Acceleration under LTIP Our equity awards provide for “double-trigger” accelerated vesting of equity awards in connection with a change-in-control, which requires a qualifying termination of employment in addition to a change-in-control. The accelerated vesting of equity awards is described in additional detail in the section titled “Potential Payments Upon Termination or Change-In-Control” as set forth in this proxy statement.

  272. Double-Trigger Change-in-Control Vesting Acceleration under LTIP

    | 74 | Coeur Mining 2024 Proxy Statement |

  273. Double-Trigger Change-in-Control Vesting Acceleration under LTIP

    Other Compensation Arrangements and Policies The CLD Committee has established additional policies so our overall compensation structure is responsive to stockholder interests and competitive with the market. These specific policies are outlined below.

  274. Clawback and Forfeiture Policy

    Clawback and Forfeiture Policy Coeur maintains a clawback and forfeiture policy providing for the recovery of incentive compensation in certain circumstances, which is intended to comply with the requirements of NYSE Listing Standard 303A.1 implementing Rule 10D-1 under the Securities Exchange Act of 1934. Under the policy, in the event the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement, then the Board will seek recovery of all incentive compensation that were made to covered executive officers (including any covered performance-based equity awards granted to executive officers that vested), in each case, within the three fiscal years preceding the date the restatement was required, if the payments or vesting would have been lower had they been calculated based on the restated results. The policy also allows the CLD Committee (or the Board in the case of the CEO) to cancel or require the repayment, recoupment or recovery of incentive payments or equity awards (including any time-based equity awards) granted to any officer of the Company during the previous three-year period in the event of misconduct by such officer, including fraud, embezzlement, conduct that causes the Company significant reputational or financial harm, breach of Company policies, including the Code of Business Conduct and Ethics and willful misconduct that results in a termination for cause.

  275. Clawback and Forfeiture Policy

    | Director Compensation |

  276. Board and Committee Retainers in Effect for the year ended December 31, 2023

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Total ($)(c) | | Robert E. Mellor | 255,000 | 84,507 | 339,507 | | Linda L. Adamany | 115,000 | 84,507 | 199,507 | | Paramita Das(d) | 80,937 | 66,424 | 147,361 | | Sebastian Edwards | 90,000 | 84,507 | 174,507 | | Randolph E. Gress | 112,483 | 84,507 | 196,990 | | Jeane L. Hull | 112,483 | 84,507 | 196,990 | | Robert Krcmarov(d) | 27,678 | 7,181 | 34,859 | | Eduardo Luna | 90,000 | 84,507 | 174,507 | | J. Kenneth Thompson | 110,571 | 84,507 | 195,078 |

  277. Board and Committee Retainers in Effect for the year ended December 31, 2023

    | (c) As of December 31, 2023, none of our outside directors held outstanding unvested or unexercised equity awards as all prior stock options have expired and director stock awards are fully vested upon grant. |

  278. Board and Committee Retainers in Effect for the year ended December 31, 2023

    | ► | AIP for the CEO and other NEOs for Company performance paid out at 84% of target, reflecting strong environment, health and safety, production and strategic initiatives performance, offset by higher unit costs and lower adjusted EBITDA than planned |

  279. Board and Committee Retainers in Effect for the year ended December 31, 2023

    | ► | The 2021-2023 performance share opportunity paid out at 63% of target, reflecting: 0% payout for the ROIC metric, 105% payout for the growth in reserves and resources metric reflecting exploration success during the period, 171% and 126% payouts for the Rochester POA 11 and Silvertip project metrics, respectively; offset by a 25% overall payout reduction under the relative TSR modifier due to stock price performance in the bottom quartile of our peer group for the period |

  280. Board and Committee Retainers in Effect for the year ended December 31, 2023

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($) | Non-Equity Incentive Plan Compensation Earnings ($)(b) | Change in Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(d) | Total ($) | | Mitchell J. Krebs President, Chief Executive Officer & Director | 2023 | 850,000 | 0 | 2,215,262 | 0 | 892,500 | 0 | 151,210 | 4,108,972 | | | 2022 | 800,000 | 0 | 2,045,212 | 0 | 940,000 | 0 | 120,442 | 3,905,654 | | | 2021 | 750,000 | 0 | 2,347,253 | 0 | 450,000 | 0 | 156,606 | 3,703,859 | | Thomas S. Whelan Senior Vice President & Chief Financial Officer | 2023 | 466,667(e) | 0 | 879,588 | 0 | 461,700 | 0 | 62,087 | 1,870,042 | | | 2022 | 400,000 | 0 | 766,954 | 0 | 408,800 | 0 | 57,942 | 1,633,696 | | | 2021 | 375,000 | 0 | 828,047 | 0 | 236,250 | 0 | 60,466 | 1,499,763 | | Michael Routledge Senior Vice President, Chief Operating Officer | 2023 | 525,000 | 0 | 1,026,186 | 0 | 447,300 | 0 | 69,498 | 2,067,984 | | | 2022 | 450,000 | 0 | 814,886 | 0 | 526,050 | 0 | 50,235 | 1,841,171 | | | 2021 | 391,666 | 0 | 880,214 | 0 | 258,400 | 0 | 65,308 | 1,595,588 | | Casey M. Nault Senior Vice President, General Counsel & Chief ESG Officer | 2023 | 425,000 | 0 | 830,722 | 0 | 391,850 | 0 | 62,286 | 1,709,858 | | | 2022 | 375,000 | 0 | 719,017 | 0 | 379,500 | 0 | 51,109 | 1,524,626 | | | 2021 | 375,000 | 0 | 880,214 | 0 | 242,250 | 0 | 64,147 | 1,561,611 | | Emilie C. Schouten Senior Vice President & Chief Human Resources Officer | 2023 | 350,000 | 0 | 577,704 | 0 | 272,475 | 0 | 42,160 | 1,242,339 | | | 2022 | 350,000 | 0 | 566,692 | 0 | 275,100 | 0 | 43,441 | 1,235,233 | | | 2021 | 325,000 | 0 | 644,183 | 0 | 182,813 | 0 | 40,873 | 1,192,869 |

  281. Severance and Change-in-Control Arrangements with other NEOs

    Severance and Change-in-Control Arrangements with other NEOs Mr. Whelan, Mr. Routledge, Mr. Nault and Ms. Schouten do not have individual employment agreements or change-in-control agreements but are covered under our Executive Severance Policy. Under this policy, in the event of a termination by Coeur without cause or by the employee for good reason not in connection with a change in control, Mr. Whelan, Mr. Routledge, Mr. Nault and Ms. Schouten would each be entitled to the benefits described below:

  282. Severance and Change-in-Control Arrangements with other NEOs

    | ► | a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the termination occurs; and |

  283. Severance and Change-in-Control Arrangements with other NEOs

    | ► | continuation of health care benefits for the employee and his or her dependents for up to 18 months following the termination. |

  284. Severance and Change-in-Control Arrangements with other NEOs

    | 86 | Coeur Mining 2024 Proxy Statement |

  285. Severance and Change-in-Control Arrangements with other NEOs

    Under these policies, if a change in control occurs, Mr. Whelan, Mr. Routledge, Mr. Nault and Ms. Schouten would be each entitled to the benefits described below upon a termination by Coeur without cause or by the employee for good reason within the 90 days preceding or two years following the change in control:

  286. Severance and Change-in-Control Arrangements with other NEOs

    | ► | a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the change in control occurs; |

  287. Severance and Change-in-Control Arrangements with other NEOs

    | ► | continuation of health care benefits for the employee and his or her dependents for up to 18 months following the change in control; and |

  288. Severance and Change-in-Control Arrangements with other NEOs

    | ► | accelerated vesting of unvested grants of equity, as more fully described in the footnotes to the following table. |

  289. Severance and Change-in-Control Arrangements with other NEOs

    The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which the NEOs would be entitled upon certain terminations of employment assuming the triggering event took place on December 31, 2023 (with equity values calculated based on the closing market price per share of Coeur’s common stock of $3.26 on December 29, 2023 as of that date.

  290. Severance and Change-in-Control Arrangements with other NEOs

    | Named Executive Officer | | Cash Severance Payments ($)(a) | Continuation of Medical/ Welfare Benefits (present value) ($)(b) | Accelerated Vesting of Equity Awards ($)(c) | Total Termination Benefits ($) | | Mitchell J. Krebs | | | | | | | ► | Not for cause—Involuntary | 5,259,375 | 15,805 | 0 | 5,275,180 | | ► | Death & Disability | 0 | 0 | 4,260,145 | 4,260,145 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 5,259,375 | 32,480 | 5,488,468 | 10,780,322 | | Thomas S. Whelan | | | | | | | ► | Not for cause—Involuntary | 1,900,000 | 8,879 | 0 | 1,908,879 | | ► | Death & Disability | 0 | 0 | 1,636,354 | 1,636,354 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 1,900,000 | 13,567 | 2,131,891 | 4,045,459 | | Michael Routledge | | | | | | | ► | Not for cause—Involuntary | 2,100,000 | 16,508 | 0 | 2,116,508 | | ► | Death & Disability | 0 | 0 | 1,835,579 | 1,835,579 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 2,100,000 | 24,853 | 2,420,166 | 4,545,020 | | Casey M. Nault | | | | | | | ► | Not for cause—Involuntary | 1,700,000 | 17,179 | 0 | 1,717,179 | | ► | Death & Disability | 0 | 0 | 1,566,143 | 1,566,143 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 1,700,000 | 26,249 | 2,414,586 | 4,140,836 |

  291. Severance and Change-in-Control Arrangements with other NEOs

    | Coeur Mining 2024 Proxy Statement | 87 |

  292. Severance and Change-in-Control Arrangements with other NEOs

    | Named Executive Officer | | Cash Severance Payments ($)(a) | Continuation of Medical/ Welfare Benefits (present value) ($)(b) | Accelerated Vesting of Equity Awards ($)(c) | Total Termination Benefits ($) | | Emilie C. Schouten | | | | | | | ► | Not for cause—Involuntary | 1,225,000 | 17,919 | 0 | 1,242,919 | | ► | Death & Disability | 0 | 0 | 1,140,716 | 1,140,716 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 1,225,000 | 27,381 | 1,458,628 | 2,711,009 |

  293. Severance and Change-in-Control Arrangements with other NEOs

    | (a) Cash severance payments consist of 2.75 times for Mr. Krebs and 2.0 times for other executives, the sum of annual base salary plus target annual incentive opportunity. |

  294. Severance and Change-in-Control Arrangements with other NEOs

    | (b) In the event of a qualifying termination not in connection with a change in control, NEOs receive continued payment of employee health care benefits or costs of benefits for up to 12 months. In the event of a change in control and a subsequent qualifying termination of employment within two years following the change in control, NEOs receive continued payment of employee health care benefits or costs of benefits for up to 18 months, except in the case of the CEO, in which case the benefits would be available for up to 24 months. This column represents the net present value of health plan benefits provided upon termination. |

  295. Severance and Change-in-Control Arrangements with other NEOs

    | (c) Represents the value of any restricted stock and performance shares that were not vested as of the relevant date and which vesting was accelerated. |

  296. Severance and Change-in-Control Arrangements with other NEOs

    | ► | In the event of death or disability, all restricted stock grants, and performance share grants would vest 100%, with the performance shares vesting at target. |

  297. Severance and Change-in-Control Arrangements with other NEOs

    | ► | Our equity awards are subject to “double trigger” accelerated vesting upon a change-in-control, meaning restricted stock will vest 100%, and performance shares will vest pro-rata based on the actual performance achieved up to the date of the change in control, in each case only upon a qualifying termination within 90 days prior to and up to two years after the change in control. For purposes of the above disclosures, the pro-rata achievement of performance targets was estimated using the elapsed time in the performance period occurring prior to the hypothetical change in control, compared to the total length of the performance period. |

  298. Severance and Change-in-Control Arrangements with other NEOs

    | (d) The severance payments will be reduced to keep the total payments from exceeding the cap imposed by the golden parachute rules of the Internal Revenue Code (“280G”) to the extent that such reduction will, on a net after-tax basis, provide the executive with a greater value than if no reduction was made and the executive paid any 280G-related excise tax payments. The values reflected above do not take into account the potential effects of 280G. |

  299. Severance and Change-in-Control Arrangements with other NEOs

    In the event of death or disability, no special benefits are provided other than the payment of any accrued compensation and benefits under the companywide benefit plans, and the accelerated vesting of equity grants discussed above. Upon an eligible retirement, the NEOs are entitled to accelerated vesting of equity identical to that occurring in the event of death or disability. None of the NEOs is currently eligible for retirement.

  300. Severance and Change-in-Control Arrangements with other NEOs

    | 88 | Coeur Mining 2024 Proxy Statement |

  301. Severance and Change-in-Control Arrangements with other NEOs

    | 2023 Ratio of CEO Compensation to Median Employee Compensation |

  302. Severance and Change-in-Control Arrangements with other NEOs

    As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median employee. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year:

  303. Severance and Change-in-Control Arrangements with other NEOs

    | ► the annual total compensation of our CEO, as reported in the 2023 Summary Compensation Table on page 79 of this proxy statement, was $4,108,972; and | For 2023, the ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median compensated employee was 66 to 1 | | ► the annual total compensation of our median compensated employee (other than our CEO) was $61,831. | |

  304. Severance and Change-in-Control Arrangements with other NEOs

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

  305. Severance and Change-in-Control Arrangements with other NEOs

    | ► | We determined that, as of December 31, 2023, our employee population consisted of approximately 2,074 individuals with these individuals located in the United States, Canada and Mexico (as reported in Item 1, Business, in our Annual Report). This population consisted of our full-time, part-time, and temporary employees. |

  306. Severance and Change-in-Control Arrangements with other NEOs

    | ► | To identify the “median employee” from our employee population, we compared the amount of total cash compensation reflected in our payroll records. Total cash compensation includes base salary or hourly wages paid during 2023, as applicable, and amounts paid during 2023 under our AIP and other cash bonus arrangements. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. |

  307. Severance and Change-in-Control Arrangements with other NEOs

    | ► | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $61,831. The median employee’s total compensation for 2023 included a contribution of $3,190 to the account of the employee in the Company’s 401(k) Retirement Plan. The Company contributes an amount equal to 100% of up to the first 6% of an employee’s eligible compensation contributed in 2023. |

  308. Severance and Change-in-Control Arrangements with other NEOs

    | ► | With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table on page 79 of this proxy statement and incorporated by reference into Item 11 of Part III of our Annual Report. |

  309. Severance and Change-in-Control Arrangements with other NEOs

    | Coeur Mining 2024 Proxy Statement | 89 |

  310. Severance and Change-in-Control Arrangements with other NEOs

    | Pay-versus-Performance Table |

  311. Severance and Change-in-Control Arrangements with other NEOs

    The following table sets forth additional compensation information of our CEO (sometimes referred to as “PEO” for purposes of this section) and our other NEOs along with TSR, net income, and adjusted EBITDA performance results for our fiscal years ended 2023, 2022, 2021, and 2020. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with Company performance, refer to the CD&A beginning on page 51.

  312. Severance and Change-in-Control Arrangements with other NEOs

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for non-PEO NEOs(3) (d) | Average Compensation Actually Paid to non- PEO NEOs(2)(3) (e) | Total Stockholder Return(4) (f) | Peer Group Total Stockholder Return(4) (g) | Net Income (h) | Adjusted EBITDA (Company Selected Measure)(5) (i) | | 2023 | $4,108,972 | $3,852,029 | $1,722,556 | $1,595,045 | $40 | $113 | ($103,612,000) | $142,302,000 | | 2022 | $3,905,654 | $2,406,554 | $1,558,682 | $1,028,030 | $42 | $102 | ($78,107,000) | $138,954,000 | | 2021 | $3,703,859 | $2,672,360 | $1,479,751 | $1,177,195 | $62 | $112 | ($31,322,000) | $216,112,000 | | 2020 | $4,078,908 | $6,765,818 | $1,546,507 | $2,652,357 | $128 | $124 | $25,627,000 | $263,565,000 |

  313. Severance and Change-in-Control Arrangements with other NEOs

    | 1. | In all the years in question, Mitchell J. Krebs was our Chief Executive Officer. |

  314. Severance and Change-in-Control Arrangements with other NEOs

    | 2. | The following tables set forth the adjustments made during each year represented in the pay versus performance (“PVP”) table to arrive at CAP to our PEO and average CAP to our other NEOs during each of the years in question. The equity award adjustments to arrive at “Compensation Actually Paid” or “CAP” for each applicable year were calculated consistent with FASB ASC 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |