DEF 14A of Coeur Mining, Inc.
Filed Apr 2, 2025 · FY20240001140361-25-011870
SCHEDULE 14A INFORMATION
| Outstanding Equity Awards at 2024 Year-End | 91 | | 2024 Stock Vested | 92 | | Nonqualified Deferred Compensation | 92 | | Potential Payments Upon Termination or Change-In-Control | 94 | | 2024 Ratio of CEO Compensation to Median Employee Compensation | 97 | | Pay-versus-Performance Table | 98 | | General Information | 101 | | Other Matters | 105 | | Stockholder Proposals for the 2026 Annual Stockholders’ Meeting | 105 | | Appendix A – Certain Additional Information | 106 | | Reconciliation of Non-U.S. GAAP Information | 106 | | Reserves and Resources | 108 | | Appendix B – Amendment to Coeur Mining, Inc. 2018 Long-Term Incentive Plan | 109 |
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 is expected to 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.
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 13 |
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 2026 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. |
Annual Board Self-Evaluation Process
| | The Board of Directors recommends a vote FOR each nominee listed in “Director Nominees” below |
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. Beaudoin and Mr. Fier (each appointed to the Company’s Board effective February 14, 2025 upon the Company’s acquisition of SilverCrest Metals Inc.), each nominee was elected to the Board at the 2024 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.
Annual Board Self-Evaluation Process
| 14 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
| Skills/Background | Adamany | Beaudoin | Das | Fier | Hull | Krebs | Luna | Mellor | Thompson | | Current/Former CEO or Group Executive | | | | | | | | | | | Project Development/ Management | | | | | | | | | | | Environmental, Health, Safety and Community Matters | | | | | | | | | | | 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 | | | | | | | | | | | Culture | | | | | | | | | |
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 15 |
Annual Board Self-Evaluation Process
| Linda L. Adamany AGE: 73 DIRECTOR SINCE: 2013 | Experience | | | | | Independent Lead Director and Chair of the Nominating and Governance Committee of Jefferies Financial Group Inc., a global investment banking and capital markets firm, since March 2022 (Board member since March 2014); Independent Member of the Board of Directors and chair of the Remuneration Committee of Jefferies International Limited, a wholly-owned subsidiary of Jefferies Financial Group Inc., since March 2021 | | | | Non-executive director and chair of the Compensation Committee of Vitesse Energy, Inc. since January 2023 and of director of BlackRock Institutional Trust Company since March 2018 | | | | Former executive of BP plc, a UK-based international oil and gas company, serving in a variety of leadership roles over her 27-year career there until her retirement in August 2007, including CEO of BP Shipping, the largest privately owned crude oil ship and product tanker owner/operator in the world; Executive Assistant to the Group Chief Executive; and Group Vice President and Commercial Director of Refining & Marketing, a then $45 billion business | | | | 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. |
Annual Board Self-Evaluation Process
| 16 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
| Pierre Beaudoin AGE: 61 DIRECTOR SINCE: 2025 | Experience | | | | | Chairman of the Board of Radisson Mining Resources, Inc., a gold exploration company in Canada, since July 2024 | | | | Former director of SilverCrest Metals Inc., a precious metals mining company, from June 2018 to November 2018 and February 2024 until Coeur’s acquisition of SilverCrest in February 2025; Chief Operating Officer of SilverCrest Metals Inc. from November 2018 to January 2024 | | | | Former Chief Operating Officer and Senior Vice President of Capital Projects with Detour Gold Corporation, a gold mining company, from January 2013 to July 2017 and January 2010 to December 2012, respectively | | | | Served in various roles over a 16-year career with Barrick Gold Corporation, including in senior capital project management roles from September 2004 to January 2010 | | | Education | | | | | Mr. Beaudoin earned a Mineral Processing degree at Abitibi-Temiscamingue College in 1984 and an Advanced Executive Certificate in Management at Queen’s University in 2016. | | | Expertise and Qualifications | | | | | A mineral processing professional with 40 years of extractive industry experience, Mr. Beaudoin brings substantial international operating and project development and management experience, including from his prior work as Chief Operating Officer of SilverCrest Metals Inc. where he led the technical studies, construction and ramp-up of the Las Chispas operation. |
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 17 |
Annual Board Self-Evaluation Process
| Paramita Das AGE: 48 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 | | | | Serves as Chief Strategy Officer and Senior Advisor to the Chief Executive Officer of Stardust Power Inc., a manufacturer of battery-grade lithium products since September 2024. Although Ms. Das advises the CEO on high-level strategy, we understand from Ms. Das that the role is part-time in nature | | | | Director of Toromont Industries, Ltd., a specialized equipment company since November 2024 | | | | 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 in 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 corporate responsibility, blockchain, diversity, supply chains and digital and business transformation. |
Annual Board Self-Evaluation Process
| 18 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
| N. Eric Fier AGE: 63 DIRECTOR SINCE: 2025 | Experience | | | | | Mr. Fier is a Certified Professional Geologist (USA) and Engineer (Canada) with over 35 years of experience in the international mining industry including exploration, acquisition, development and production of numerous mining projects in the U.S., Guyana, Chile, Brazil, Central America, Mexico, Peru, Africa and Asia | | | | Served as Founder, Chief Executive Officer and Director of the precious metals mining company SilverCrest Metals Inc. until Coeur’s acquisition of SilverCrest in February 2025 | | | | Non-Executive Chairman of Mako Mining Corp., a gold mining, development and exploration company, since July 2024 | | | | Mr. Fier previously served as Executive Chairman of Goldsource Mines, Inc., a gold mining company, from January 2018 until the company’s acquisition by Mako Mining Corp. in July 2024 | | | | Former co-founder in October 2002 and Chief Operations Officer and President of SilverCrest Mines Inc., which was acquired by First Majestic Silver Corp in October 2015 | | | | Mr. Fier previously worked as Senior Engineer and Chief Geologist with Pegasus Gold Corp. from June 1985 to May 1995, Senior Engineer and Manager with Newmont Mining Corp. from June 1995 to August 1996 and from 1999 to 2000, and Project Manager with Eldorado Gold Corp. from September 1996 to May 1998 | | | Education | | | | | Mr. Fier earned a Bachelor of Science in Geological Engineering and a Bachelor of Science in Mine Engineering from Montana Technological University. | | | Expertise and Qualifications | | | | | Mr. Fier has in-depth knowledge of the extractive sector, including exploration, resource and reserve estimation, economic analysis, strategy development, property evaluation, financing, marketing, project development and management, construction, and operations management. |
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 19 |
Annual Board Self-Evaluation Process
| Jeane L. Hull AGE: 70 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 | | | | Served on the Advisory Board for South Dakota School of Mines and Technology for over ten years | | | | 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. | | | | Ms. Hull received an Honorary Doctorate of Public Service from South Dakota School of Mines and Technology in 2024. | | | 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. |
Annual Board Self-Evaluation Process
| 20 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
| Mitchell J. Krebs AGE: 53 DIRECTOR SINCE: 2011 | Experience | | | | | Chairman, President and Chief Executive Officer of Coeur Mining, Inc. Mr. Krebs joined Coeur in 1995 after spending several years in the investment banking industry in New York, holding 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 in July 2011. In May 2024, Mr. Krebs was appointed as Chairman of the Board of Directors | | | | Former Chairman of the National Mining Association from September 2022 to September 2024 | | | | 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. |
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 21 |
Annual Board Self-Evaluation Process
| Eduardo Luna AGE: 79 DIRECTOR SINCE: 2018 | Experience | | | | | Non-Executive Chairman of the Board of Directors of Rochester Resources Ltd., a junior natural resources company with assets in Mexico, since March 2018 (and various roles with the company prior to that time) | | | | Director of Vizsla Silver Corp., a junior natural resources company with assets in Mexico, since November 2023 | | | | Former member of the Board of Directors of Wheaton Precious Metals Corp., a precious metals streaming company, from June 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 January 2020 | | | | 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 Las Chispas and Palmarejo operations. |
Annual Board Self-Evaluation Process
| 22 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
| Robert E. Mellor AGE: 81 DIRECTOR SINCE: 1998 | Experience | | | | | Independent 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. |
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 23 |
Annual Board Self-Evaluation Process
| J. Kenneth Thompson AGE: 73 DIRECTOR SINCE: 2002 | Experience | | | | | Lead Independent Director of Coeur Mining, Inc. since May 2024 | | | | 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 | | | | Former Chairman of the Board of Pioneer Natural Resources Company, a large independent oil and gas company, where he served as a director since August 2011 | | | | Member of the Board of Directors of Alaska Air Group, Inc., the parent corporation of Alaska Airlines, Hawaiian Airlines and Horizon Air, since 1999(1) | | | | Former Lead Independent Director 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. |
Annual Board Self-Evaluation Process
| (1) Mr. Thompson plans to retire from his directorship with Alaska Air Group, Inc. in May 2025 following Alaska Air Group, Inc.’s annual shareholder meeting. |
Annual Board Self-Evaluation Process
| 24 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
Meeting Attendance Our Board met eight times during 2024. Each incumbent director who served in 2024 attended at least 95% 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 seven incumbent directors then-standing for re-election attended the 2024 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 2024 of each of these committees are shown below:
Annual Board Self-Evaluation Process
| Audit Committee Members Linda L. Adamany, Chair Paramita Das N. Eric Fier Eduardo Luna Number of meetings in 2024: 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 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). |
Annual Board Self-Evaluation Process
| | Audit Committee Financial Expert |
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 25 |
Annual Board Self-Evaluation Process
| Compensation and Leadership Development Committee Members J. Kenneth Thompson, Chair Linda L. Adamany Jeane L. Hull Robert E. Mellor Number of meetings in 2024: 6 | 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; and | | | ► | Reviewing with management the Company’s HCM strategy and execution, including on matters such as corporate culture and inclusion, 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. |
Annual Board Self-Evaluation Process
| Environmental, Health, Safety and Corporate Responsibility Committee Members Jeane L. Hull, Chair Pierre Beaudoin Paramita Das Eduardo Luna Number of meetings in 2024: 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 corporate responsibility 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. |
Annual Board Self-Evaluation Process
| Executive Committee Members Mitchell J. Krebs, Chair Linda L. Adamany Robert E. Mellor J. Kenneth Thompson Number of meetings in 2024: 0 | Key Responsibilities | | | | ► | Acting in place of the Board on limited matters that require action between Board meetings. |
Annual Board Self-Evaluation Process
| 26 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
| Finance and Technical Committee Members J. Kenneth Thompson, Chair Pierre Beaudoin N. Eric Fier Jeane L. Hull Eduardo Luna Number of meetings in 2024: 5 | 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. |
Annual Board Self-Evaluation Process
| Nominating and Corporate Governance Committee Members Robert E. Mellor, Chair Linda L. Adamany Paramita Das J. Kenneth Thompson Number of meetings in 2024: 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; and | | | ► | 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. |
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. 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. Following the 2024 Annual Meeting, the Board and NCG Committee determined that, given the significant tenure of Mr. Mellor as independent Chairman, and the long and valuable experience of Mr. Krebs as the Company’s President and CEO, it was in the best interests of the Company and its stockholders to elect Mr. Krebs as the Chairman of the Board in addition to his role as President and CEO. In addition, pursuant to the Company’s corporate governance guidelines, the independent directors of the Board simultaneously designated Mr. Thompson to serve as the independent Lead Director of the Board. The Lead Director’s responsibilities and powers include: presiding at all meetings of the Board at which the Chairman is not present and each executive session of the non-management members and/or independent directors of the Board; serving as liaison between the Chairman and the independent directors; approving information sent to the Board; approving meeting agendas for the Board; approving meeting schedules to assure sufficient time for discussion of all agenda items; and if requested by major stockholders, ensuring that he or she is available for consultation and direct communication.
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 27 |
Annual Board Self-Evaluation Process
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 Company would publicly disclose any Board leadership change. Director Independence The Board has determined that each current director and director nominee (namely, Linda Adamany, Pierre Beaudoin, Paramita Das, N. Eric Fier, Randolph E. Gress, Jeane L. Hull, Eduardo Luna, Robert E. Mellor, and J. Kenneth Thompson) other than Mr. Krebs, our Chairman, 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 corporate responsibility programs and compliance. In addition, the Board previously determined that former directors Sebastian Edwards and Robert Krcmarov were independent during the portion of 2024 they served on the Board. Mr. Edwards ceased to be a director effective as of the 2024 Annual Meeting and Mr. Krcmarov ceased to be a director effective as of September 16, 2024. 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., Mr. Krcmarov’s board service with Major Drilling Group International 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 2024. Mr. Thompson, Mr. Krcmarov, 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 Mr. Mellor and Mr. 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. 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 2024, there were no related person transactions as defined by the policy. We take the following steps with regard to related person transactions:
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. |
Annual Board Self-Evaluation Process
| 28 | Coeur Mining 2025 Proxy Statement |
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. |
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. |
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. |
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 2024, non-management independent directors met in executive session at least eight times, including at each regular Board meeting. Mr. Thompson, the independent Lead Director of the Board, now presides over each such session (with Mr. Mellor presiding over such session while he was independent Chairman earlier in 2024). 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 2024, directors were provided concentrated educational and development programs at Board and Committee meetings and through online training opportunities covering anti-discrimination and anti-harassment, inclusion, political and regulatory trends and risks, reserve and resource estimation, cybersecurity, 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, corporate governance, ethics, culture and inclusion, corporate responsibility topics, audit matters, economics, crisis management, investor relations and shareholder activism, executive compensation, political and regulatory risks and developments in the U.S., Mexico and Canada, and board best practices. 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 Chairman, President and 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
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 29 |
Annual Board Self-Evaluation Process
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 various demographic characteristics. Directors have regular and direct exposure to senior leadership and high-potential 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. 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 environmental, social and governance risks and opportunities into long-term strategy and capital allocation. Examples include our strategic priority to operate only in favorable jurisdictions from a 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 an inclusive culture, 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:
Annual Board Self-Evaluation Process
| ► | during dedicated discussions on formal Board agendas; |
Annual Board Self-Evaluation Process
| ► | during executive sessions of independent directors only; |
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 corporate responsibility initiatives, the NCG Committee in regard to Board composition and refreshment 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 |
Annual Board Self-Evaluation Process
| ► | through one-on-one discussions between independent directors and with the CEO to leverage individual directors’ unique perspectives and experiences by applying them to the Company’s particular strategic opportunities and challenges. |
Annual Board Self-Evaluation Process
| 30 | Coeur Mining 2025 Proxy Statement |
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.
Annual Board Self-Evaluation Process
| Each year, we conduct 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 2024, we contacted all institutional stockholders that owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2024), representing approximately 65% of outstanding shares of our common stock, and engaged with all stockholders who responded to our invitation to discuss corporate governance, executive compensation and corporate responsibility 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, prioritizing strong community relations including relations with Indigenous stakeholders, setting specific corporate responsibility targets, including GHG emissions net intensity reductions, adoption of a biodiversity standard, fostering a culture of inclusion, enhancing disclosures and developing an annual corporate responsibility report cadence, including SASB and GRI-aligned reporting, incorporating corporate responsibility factors into our long-term business strategy, and maintaining a strong weighting of incentive compensation linked to corporate responsibility factors. The structure of our performance share program, with historical 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. | |
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 setting the expectation that all of our directors, officers and employees 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.
Annual Board Self-Evaluation Process
| Coeur Mining 2025 Proxy Statement | 31 |
Annual Board Self-Evaluation Process
Corporate Responsibility(1) At Coeur, We Pursue a Higher Standard by striving to uphold our core values: Our Board is actively engaged in and oversees our corporate responsibility strategy and priorities. The EHSCR Committee has overall responsibility for overseeing development of corporate responsibility policies and management systems, monitoring and reviewing compliance with environmental, health and safety laws and regulations and oversight of risk management associated with EHSCR issues. Board oversight is supported by a governance structure which includes executive-level accountability and a steering committee to guide our strategies and direction and monitor our progress. Additionally, a cross-functional climate resilience working group helps shape strategies and alignment throughout the organization, as well as consistent and transparent measurement, monitoring and reporting on corporate responsibility matters. In 2024, management’s discussions with the Board included, among other topics, our corporate responsibility materiality assessment results, climate risk and strategy, biodiversity, water stewardship and reporting, engagement with and responsibilities to local communities (including Indigenous communities), environmental, health and safety performance, tailings governance, human capital management, culture, inclusion, key investor and stakeholder priorities, as well as current and emerging corporate responsibility trends.
Annual Board Self-Evaluation Process
| (1) For more information about our report on corporate responsibility 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 corporate responsibility initiatives 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 report on corporate responsibility matters (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 corporate responsibility initiatives and goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. |
Annual Board Self-Evaluation Process
| 32 | Coeur Mining 2025 Proxy Statement |
Annual Board Self-Evaluation Process
In 2024, we made substantial progress on many of our goals and priorities, which will be discussed in detail in our next report on corporate responsibility matters, which is expected to be published in the second quarter of 2025, including:
Annual Board Self-Evaluation Process
| ► | Maintaining our peer-leading corporate governance; |
Annual Board Self-Evaluation Process
| ► | Increasing disclosures in line with leading disclosure frameworks; |
Annual Board Self-Evaluation Process
| ► | Conducting a comprehensive assessment, successive to the 2021 assessment, to maintain alignment with emerging trends and stakeholder expectations, strengthening our corporate responsibility strategy moving forward; |
Annual Board Self-Evaluation Process
| ► | Continuing our efforts towards reducing net intensity of GHG emissions with a focus on securing cost-effective renewable energy at our operations; |
Annual Board Self-Evaluation Process
| ► | Implementing the requirements of the Global Industry Standard on Tailings Management (GISTM) across sites; |
Annual Board Self-Evaluation Process
| ► | Achieving or making progress on other short- and long-term corporate responsibility goals, such as improving the quality of Leadership in the Field interactions, sustaining a low frequency of environmental incidents, and further supporting our biodiversity management; |
Annual Board Self-Evaluation Process
| ► | Providing career progression and unique internal development programs like IMPACT, as described in further detail on page 37, and Advanced IMPACT to invest in, develop and retain future Company leaders; |
Annual Board Self-Evaluation Process
| ► | Offering synchronous and asynchronous trainings and fostering a workplace that further develops our talent pipeline by making Coeur an attractive place to work for the widest group of qualified people; and |
Annual Board Self-Evaluation Process
| ► | Continuing to engage with stockholders about corporate responsibility issues so that our initiatives, priorities and reporting are aligned with their priorities. |
Competitive Rewards & Employee Wellbeing
| ► | Evaluated our non-employee director compensation levels and program relative to the competitive market. |
Required Vote
Required Vote Approval of the Second Amendment requires the vote of a majority of votes cast (i.e., the Second Amendment will be approved if the number of votes cast “for” the Second Amendment exceeds the number of votes cast “against” it). Under Delaware law, abstentions and broker non-votes are not counted as votes cast. However, for purposes of approval of the Second Amendment under NYSE rules, abstentions are treated as votes cast, and, therefore, will have the same effect as a vote “against” the proposal; broker non-votes are not considered votes cast, and, therefore, will have no effect on this proposal.
Required Vote
| Coeur Mining 2025 Proxy Statement | 55 |
Required Vote
| Information about our Executive Officers |
Required Vote
| Name | Age | Current Position with Coeur | Since(1) | Joined Coeur | | Mitchell J. Krebs | 53 | Chairman of the Board, President & Chief Executive Officer | 2024 | 1995 | | Thomas S. Whelan | 55 | Senior Vice President & Chief Financial Officer | 2019 | 2019 | | Michael Routledge | 54 | Senior Vice President & Chief Operating Officer | 2020 | 2020 | | Casey M. Nault | 53 | Senior Vice President, General Counsel & Secretary | 2015 | 2012 | | Emilie C. Schouten | 46 | Senior Vice President & Chief Human Resources Officer | 2023 | 2013 | | Aoife McGrath | 48 | Senior Vice President, Exploration | 2022 | 2022 | | Kenneth J. Watkinson | 56 | Vice President, Corporate Controller & Chief Accounting Officer | 2018 | 2013 |
Required Vote
| (1) Indicates the date of the executive’s last change in title. Mr. Krebs, Mr. Nault and Ms. Schouten have served as Company executives since 2006, 2012 and 2016, respectively, as detailed in the biographies below. |
Required Vote
| Mitchell J. Krebs AGE: 53 | ► | Mitchell J. Krebs was appointed President, Chief Executive Officer and member of the Board of Directors of Coeur Mining, Inc. in July 2011. In May 2024, he was appointed Chairman of the Board of Directors. 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 former Chair of the National Mining Association 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. |
Required Vote
| Thomas S. Whelan AGE: 55 | ► | 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 has served as a member of the board of directors of Highlander Silver Corp., a precious metals exploration company, since October 2024. | | | ► | 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. |
Required Vote
| 56 | Coeur Mining 2025 Proxy Statement |
Required Vote
| Michael Routledge AGE: 54 | ► | 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. |
Required Vote
| Casey M. Nault AGE: 53 | ► | Casey M. Nault has served as Senior Vice President, General Counsel and Secretary since January 2015, with his overall scope of responsibility expanding to include other functional areas, including corporate responsibility, since that time. 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, Mr. Nault also has executive responsibility for several other corporate functions including compliance, corporate responsibility, 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. |
Required Vote
| Emilie C. Schouten AGE: 46 | ► | 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 May 2013 to May 2016. | | | ► | Ms. Schouten has over 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. |
Required Vote
| Coeur Mining 2025 Proxy Statement | 57 |
Required Vote
| Aoife McGrath AGE: 48 | ► | 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. |
Required Vote
| Kenneth J. Watkinson AGE: 56 | ► | 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. |
Required Vote
| 58 | Coeur Mining 2025 Proxy Statement |
Required Vote
| Share Ownership |
Required Vote
The following table sets forth information, as of the close of business on March 5, 2025 (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 2024 Summary Compensation Table on page 87, and (iv) by all of our current directors and executive officers as a group.
Required Vote
| Stockholder | Shares Beneficially Owned | Percent of Outstanding | | The Vanguard Group, Inc. | 40,696,218(1) | 6.37% | | BlackRock, Inc. | 36,307,720(2) | 5.69% | | Van Eck Associates Corporation | 32,219,178(3) | 5.05% | | N. Eric Fier | 3,322,161(4) | * | | Mitchell J. Krebs | 2,259,962 | * | | Robert E. Mellor | 290,476 | * | | J. Kenneth Thompson | 285,410 | * | | Randolph E. Gress | 284,671 | * | | Linda L. Adamany | 239,681 | * | | Pierre Beaudoin | 163,568 | * | | Eduardo Luna | 119,001(5) | * | | Paramita Das | 75,685 | * | | Jeane L. Hull | 11,473(5) | * | | Casey M. Nault | 706,008 | * | | Thomas S. Whelan | 628,085(6) | * | | Michael Routledge | 450,881 | * | | Emilie C. Schouten | 409,743 | * | | All current executive officers, directors and director nominees as a group (16 persons) | 9,544,307 | 1.50% |
Required Vote
| * Holding constitutes less than 1% of the outstanding shares on March 5, 2025 of 638,384,526. |
Required Vote
| (1) As of December 31, 2024, based on information contained in a Schedule 13G/A filed on January 8, 2025, The Vanguard Group, Inc. had sole voting power over zero shares, shared voting power over 285,085 shares, sole dispositive power over 39,931,909 shares and shared dispositive power over 764,309 shares. The address for the Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. |
Required Vote
| (2) 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. |
Required Vote
| (3) As of December 31, 2024, based on information contained in a Schedule 13G/A filed on March 7, 2025, Van Eck Associates Corporation had sole voting power over 32,059,424 shares and sole dispositive power over 32,219,178 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. |
Required Vote
| (4) Includes 3,180,487 shares held in Maverick Mining Consultants Inc., an entity owned by Mr. Fier. |
Required Vote
| (5) Excludes 62,298 and 34,129 deferred stock units (“DSU”) for 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. |
Required Vote
| (6) Includes 6,000 shares held in a college savings plan for Mr. Whelan’s daughter. |
Required Vote
| Coeur Mining 2025 Proxy Statement | 59 |
Required Vote
| Compensation Discussion and Analysis |
Required Vote
| CD&A Summary | 61 | | Who We Are | 61 | | Our Strategy | 61 | | 2024 Macroeconomic Environment | 61 | | Company Performance | 62 | | Alignment of 2024 Compensation | 63 | | Our Executive Compensation Program | 64 | | Executive Compensation Program Philosophy | 65 | | 2024 Direct Compensation Elements | 66 | | 2024 Total Direct Compensation Targets | 68 | | Results of 2023 Stockholder Advisory Vote on Named Executive Officer Compensation | 68 | | Competitive Market Assessment | 68 | | 2024 Peer Group | 68 | | 2024 Executive Compensation – Realized Pay | 70 |
Required Vote
| 2024 Executive Compensation Results | 71 | | Base Salary | 71 | | Annual Incentive Plan | 71 | | Long-Term Equity Incentive Awards | 75 | | Payouts for 2022-2024 Performance Shares | 78 | | Benefits and Perquisites | 82 | | Termination of Employment/Severance and Change-in-Control Arrangements | 82 | | Other Compensation Arrangements and Policies | 83 | | Stock Ownership Guidelines | 83 | | Insider Trading and Hedging Policy | 83 | | Clawback and Forfeiture Policy | 83 |
Required Vote
Our 2024 NEOs:
Required Vote
| 60 | Coeur Mining 2025 Proxy Statement |
Required Vote
CD&A Summary
Executive Compensation Program Philosophy
| ► | Drive performance against critical strategic goals designed to create long-term stockholder value |
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, increasing production, reducing unit costs, increasing cash flow, achieving robust return on invested capital (ROIC), increasing reserves and resources, achieving other important strategic initiatives, 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:
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. |
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. |
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. |
2024 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 inferred mineral resources and ROIC ► Payout increased or decreased by up to 25% based on rTSR performance |
2024 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% | |
2024 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. | EHS Scorecard | 20% of AIP | | | 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 Inferred Resources | 50% of PSUs(1) | | | Our LTIP award structure drives performance against these goals by tying a portion of our performance shares to increases in our inferred resources. In addition, our 2024 AIP Strategic Initiatives component included a metric of reserve growth at Kensington, our mine with the shortest mine life, and metrics tied to the ramp-up of the Rochester mine expansion. | Focus on Key Strategic Initiatives | 20% of AIP | | | 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 | 20% of AIP | | | Our AIP rewards exemplary performance and impactful results. | Adjusted EBITDA | 20% of AIP | | | 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, and effectively deploying capital. | Three-year Return on Invested Capital | 50% of PSUs(1) | | | 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 | 20% of AIP |
2024 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. |
2024 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, Chairman, President & Chief Executive Officer | $850,000 | $2,550,000 | $1,062,500 | $3,612,500 | | Thomas S. Whelan, Senior Vice President & Chief Financial Officer | $475,000 | $1,068,750 | $475,000 | $1,543,750 | | 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 & Secretary | $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 | $927,500 |
Competitive Market Assessment
Competitive Market Assessment The CLD Committee annually reviews the compensation of executives relative to the competitive market, based on assessments prepared by its independent compensation consultant. In preparing this assessment, our compensation consultant analyzes publicly disclosed compensation data from our peer group (see “2024 Peer Group” below). The consultant also uses specific industry surveys as a supplement to proxy research. Management, together with the consultant, assists the Committee by providing data, analyses and recommendations regarding the Company’s executive compensation practices and policies.
2024 Peer Group
2024 Peer Group The CLD Committee establishes peer groups to help make executive pay decisions. Our peer group for 2024 is listed below and consisted solely of precious metals and mining companies with revenues generally between 0.3 and 3.0 times our revenues which are predominately headquartered in North America. For 2024, the only change to the peer group compared to 2023 was to remove Yamana Gold Inc. because it was acquired in 2023.
2024 Peer Group
| 2024 Peer Company | Revenue(1) ($ millions) | Market Cap(1) ($ millions) | Corporate Headquarters | | Alamos Gold Inc. | 1,023 | 5,355 | Canada | | B2Gold Corp. | 1,934 | 4,126 | Canada | | Centerra Gold Inc. | 1,095 | 1,292 | Canada | | Dundee Precious Metals Inc. | 520 | 1,165 | Canada | | Eldorado Gold Corporation | 1,009 | 2,653 | Canada | | Endeavor Mining plc | 2,115 | 5,529 | United Kingdom | | Equinox Gold Corp. | 1,088 | 1,526 | Canada | | First Majestic Silver Corp. | 574 | 1,766 | Canada | | Fortuna Mining Corp. | 842 | 1,184 | Canada | | Hecla Mining Company | 720 | 2,933 | United States | | Hochschild Mining plc | 694 | 702 | United Kingdom |
2024 Peer Group
| 68 | Coeur Mining 2025 Proxy Statement |
2024 Peer Group
| 2024 Peer Company | Revenue(1) ($ millions) | Market Cap(1) ($ millions) | Corporate Headquarters | | IAMGOLD Corporation | 987 | 1,217 | Canada | | New Gold Inc. | 787 | 998 | Canada | | OceanaGold Corporation | 1,026 | 1,361 | Canada | | Pan American Silver Corp. | 2,316 | 5,969 | Canada | | SSR Mining Inc. | 1,427 | 2,195 | United States | | Median: | 1,016 | 1,646 | |
2024 Peer Group
| | Revenue(1) ($ millions) | Market Cap(1) ($ millions) | Corporate Headquarters | | Coeur Mining, Inc. | 821 | 1,247 | United States |
2024 Peer Group
| (1) Revenues are for the 2023 fiscal year. Market cap is calculated as of December 31, 2023 based on the outstanding shares for each peer publicly disclosed as of the date of calculation. |
2024 Peer Group
| Coeur Mining 2025 Proxy Statement | 69 |
2024 Peer Group
2024 Executive Compensation – Realized and Realizable Pay A significant portion (81%) of our CEO’s compensation consists of fully at-risk short- and long-term incentives. 57% of CEO target compensation is denominated in long-term incentives (consisting of 60% PSUs and 40% restricted stock), which are designed to focus the CEO on Coeur’s long-term success and align fully with the stockholder experience. The majority of long-term incentives is directly affected by the performance of Coeur's stock price:
2024 Peer Group
| ► | Restricted stock directly tracks stock price |
2024 Peer Group
| ► | PSUs directly track stock price, and are further subject to both absolute and relative performance measures |
2024 Peer Group
The table below compares total target direct pay for our CEO, Mr. Krebs, as of the grant date to the realized and realizable value of this compensation during the last three years and compared to stockholder return on investment. The analysis is based on the return of a $100 investment by a stockholder at the start of a period compared to $100 of total direct compensation for the CEO for each year.
2024 Peer Group
| | Target Direct Pay(1) | Realized/ Realizable Pay(2) | From | To | Value of $100 | | | | | | | | CEO | Stockholder | | 2022 | $4,200,000 | $3,753,080 | January 1, 2022 | December 31, 2024 | $89 | $113 | | 2023 | $4,462,500 | $5,851,222 | January 1, 2023 | December 31, 2024 | $131 | $170 | | 2024 | $4,462,500 | $6,880,025 | January 1, 2024 | December 31, 2024 | $154 | $175 | | | | | | Average | $125 | $153 |
2024 Peer Group
| (1) Total target direct pay includes annualized salary, target AIP, long-term incentive grant of PSUs and restricted stock. Equity valued as at December 31, 2024 close stock price. |
2024 Peer Group
| (2) Realized and realizable pay includes salary, actual AIP paid, and the market value of unvested PSUs and restricted stock (assuming PSUs vest at target for 2023 and 2024 grants, actual of 57% for 2022 cycle). Equity valued as at December 31, 2024 close stock price. |
2024 Peer Group
| 70 | Coeur Mining 2025 Proxy Statement |
2024 Peer Group
2024 Executive Compensation Results
2024 Peer Group
| Base Salary | No increases to salaries of NEOs |
2024 Peer Group
The CLD Committee considered market data in alignment with our compensation philosophy and approved the following base salaries, with no increases to our NEOs’ base salaries for 2024.
2024 Peer Group
| Named Executive Officer | 2024 Base Salary | 2023 Base Salary | Percentage Increase | | Mitchell J. Krebs, Chairman, President & Chief Executive Officer | $850,000 | $850,000 | 0% | | Thomas S. Whelan, Senior Vice President & Chief Financial Officer | $475,000 | $475,000 | 0% | | Michael Routledge, Senior Vice President & Chief Operating Officer | $525,000 | $525,000 | 0% | | Casey M. Nault, Senior Vice President, General Counsel & Secretary | $425,000 | $425,000 | 0% | | Emilie C. Schouten, Senior Vice President & Chief Human Resources Officer | $350,000 | $350,000 | 0% |
2024 Peer Group
| Annual Incentive Plan | 2024 AIP: Target Levels Consistent with Market and Experience in Role; No Change in Target Award Opportunity |
2024 Peer Group
Our AIP is designed to drive creation of stockholder value through achievement of annual financial, operational and strategic goals. We also reward executives other than the CEO for the achievement of individual goals within their functional areas, living up to our values and showing their commitment to our purpose statement: We Pursue a Higher Standard.
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. 2024 target award opportunities as a percentage of base salary remained consistent from 2023 levels and were determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact our performance.
AIP Target Opportunities
| Named Executive Officer | Target AIP Opportunity (% of Salary) | | | 2024 | | Mitchell J. Krebs | 125% | | Thomas S. Whelan | 100% | | Michael Routledge | 100% | | Casey M. Nault | 100% | | Emilie C. Schouten | 75% |
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 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.
AIP Target Opportunities
| Coeur Mining 2025 Proxy Statement | 71 |
2024 Company AIP Performance Measures and Weights
2024 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 2024 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. Early in 2024, the CLD Committee selected the 2024 AIP metrics shown below under our “5 x 20%” approach allocating 20% weighting each to production, costs, adjusted EBITDA, strategic initiatives and EHS scorecard, based on the following considerations and objectives:
2024 Company AIP Performance Measures and Weights
| ► | Align with our business objectives and strategic priorities; |
2024 Company AIP Performance Measures and Weights
| ► | Transparency to investors and executives; |
2024 Company AIP Performance Measures and Weights
| ► | Incentivize profitable production growth, not growth for growth’s sake; |
2024 Company AIP Performance Measures and Weights
| ► | Balance financial and operational performance; |
2024 Company AIP Performance Measures and Weights
| ► | Drive execution of important strategic initiatives; and |
2024 Company AIP Performance Measures and Weights
| ► | Reflect our commitment to safe and environmentally responsible operations. |
2024 Company AIP Performance Measures and Weights
| 72 | Coeur Mining 2025 Proxy Statement |
2024 Company AIP Performance Measures and Weights
In assessing overall 2024 performance in early 2025, the CLD Committee determined to exercise its discretion under the Plan to add 10% achievement to the overall corporate performance score in recognition of the strong execution during the year on the SilverCrest Metals acquisition, which impacted a broad base of employees across the corporate team.
2024 Company AIP Performance Measures and Weights
| Measure | Weight | Minimum(1) | Target(1) | Maximum(1) | | Production: | 20% | | | | | Gold Production (ounces) | 15% | 313K | 334-341K | 360K | | Silver Production (ounces) | 5% | 11.2M | 11.9-12.9M | 13.7M | | Costs: | 20% | | | | | Gold CAS per ounce(2) | 15% | $1,350 | $1,274-1,272 | $1,195 | | Silver CAS per ounce(2) | 5% | $17.25 | $16.28-16.01 | $15.05 | | Adjusted EBITDA(3) | 20% | $333M | $362-373M | $403M | | Strategic Initiatives: | 20% | | | | | Kensington Year-End Proven & Probable Reserves | 10% | 486koz | 548koz | 610koz | | Rochester Stage VI Production(4) | 5% | 7.5 M AgEqOz | 9.2 M AgEqOz | 10.8 M AgEqOz | | Rochester Crusher Ramp-Up | 5% | 22.0MT | 26.2MT | 29.9MT | | EHS Scorecard: | 20% | | | | | Decline in Companywide TRIFR(5) | 5% | 0.55 | 0.46 | 0.43 | | Leadership in the Field Interactions(6) | 5% | 5,000 | 5,500 | 6,000 | | Permit Discharge Exceedances and Non-Conformances(7) | 5% | 10 events | 7 events | Zero events | | Environmental Releases (Tier 3-5)(8) | 5% | 7 events | 5 events | Zero events |
2024 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. |
2024 Company AIP Performance Measures and Weights
| (2) Our CAS per silver ounce and gold ounce metrics 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. |
2024 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. |
2024 Company AIP Performance Measures and Weights
| (4) Production related solely to the new Stage VI leach pad at Rochester. |
2024 Company AIP Performance Measures and Weights
| (5) Company-wide total reportable injury frequency rate (TRIFR) includes employees and contractors. |
2024 Company AIP Performance Measures and Weights
| (6) Our Leadership in the Field program is the methodology used for risk mitigation and exposure reduction and minimizing risks at our operations by encouraging our workforce to take proactive safety measures. |
2024 Company AIP Performance Measures and Weights
| (7) 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. |
2024 Company AIP Performance Measures and Weights
| (8) Tier 3-5 refers to the Environmental Incident Reporting and Investigation Standard for the reporting of incidents and near miss events based on categorical thresholds for incident investigations; Tier 3-5 refers to events of greater significance. |
2024 Company AIP Performance Measures and Weights
| Coeur Mining 2025 Proxy Statement | 73 |
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. 2024 AIP award percentages based on individual performance were 20% for Mr. Whelan, Mr. Routledge and Mr. 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:
Individual AIP Goals
| ► | Major project and operational execution, including strategic transformation and growth |
Individual AIP Goals
| ► | Mitigation of risk |
Individual AIP Goals
| ► | Enhancement of each executive’s responsibilities |
Individual AIP Goals
| ► | Support of Coeur’s values regarding worker safety and health, social, environmental and corporate responsibility |
Individual AIP Goals
| ► | A commitment to the talent development and retention of our employees |
Individual AIP Goals
| ► | Demonstration of Coeur’s leadership principles, personal development and adherence to Company culture and behavior |
Individual AIP Goals
| 2024 AIP Corporate Objectives and Performance | 99% overall achievement due to strong performance on gold production and costs, strategic initiatives and safety and environmental measures, offset by silver production and costs and adjusted EBITDA results below target |
Individual AIP Goals
| Metric | 2024 Target | 2024 Performance | Performance (% of target) | Payout (% of target) | Weight | Weighted Payout (% of target) | | Production | | | | | 20% | 16% | | Gold Production (ounces) | 334-341K | 342K | ~100% | 105% | 15% | 16% | | Silver Production (ounces) | 11.9-12.9M | 11.2M | 93% | 0% | 5% | 0% | | Costs | | | | | 20% | 31% | | Gold CAS per ounce | $1,274-1,272 | $1,210 | 95% | 180% | 15% | 27% | | Silver CAS per ounce | $16.28-16.01 | $16.75 | 103% | 76% | 5% | 4% | | Adjusted EBITDA | $362-373M | $339M | 94% | 61% | 20% | 12% | | Strategic Initiatives | | | | | 20% | 9% | | Kensington Proven & Probable Reserves | 548koz | 500koz | 62% | 62% | 10% | 6.2% | | Rochester Stage VI Production | 9.2 M AgEqOz | 7.6 M AgEqOz | 83% | 53% | 5% | 2.7% | | Rochester Crusher Ramp-Up | 26.2MT | 17.6MT | 67% | 0% | 5% | 0% | | EHS Scorecard | | | | | 20% | 21% | | Reduction in Companywide TRIFR | 0.46 | 0.67 | 46% | 0% | 5% | 0% | | Leadership in the Field Interactions | 5,500 | 12,307 | 224% | 200% | 5% | 10% |
Individual AIP Goals
| 74 | Coeur Mining 2025 Proxy Statement |
Individual AIP Goals
| Metric | 2024 Target | 2024 Performance | Performance (% of target) | Payout (% of target) | Weight | Weighted Payout (% of target) | | Permit Discharge Exceedances and Non-Conformances | 10 events | 9 events | 129% | 67% | 5% | 3% | | Environmental Releases (Tier 3-5) | 7 events | 2 events | 40% | 160% | 5% | 8% | | SilverCrest Acquisition Initiative(1) | N/A | Acquisition announced | Achieved | N/A | 0% | 10% | | Total | | | | | | 99% |
Individual AIP Goals
| (1) In assessing overall 2024 performance in early 2025, the CLD Committee determined to exercise its discretion under the Plan to add 10% achievement to the overall corporate performance score in recognition of the strong execution during the year on the SilverCrest Metals acquisition, which impacted a broad base of employees across the corporate team. |
2024 AIP Individual Performance and Payouts
2024 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 115%-150% of target as shown in the table below. For 2024, 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.
2024 AIP Individual Performance and Payouts
| Named Executive Officer | 2024 Base Salary(1) | 2024 Target AIP % | Company % Weighting | Individual % Weighting | 2024 Individual % Amount(2) | 2024 AIP Payout | | Mitchell J. Krebs, Chairman, President & Chief Executive Officer | $850,000 | 125% | 100% | 0% | N/A | $1,051,875 | | Thomas S. Whelan, Senior Vice President & Chief Financial Officer | $475,000 | 100% | 80% | 20% | 150% | $518,700 | | Michael Routledge, Senior Vice President & Chief Operating Officer | $525,000 | 100% | 80% | 20% | 125% | $547,050 | | Casey M. Nault, Senior Vice President, General Counsel & Secretary | $425,000 | 100% | 80% | 20% | 115% | $434,350 | | Emilie C. Schouten, Senior Vice President & Chief Human Resources Officer | $350,000 | 75% | 70% | 30% | 145% | $296,100 |
2024 AIP Individual Performance and Payouts
| (1) 2024 AIP payouts calculated based on NEO base salary at December 31, 2024. |
2024 AIP Individual Performance and Payouts
| (2) Executives with individual performance components under the AIP generally are rated between 75% and 150% of target, although the Company’s AIP provides for individual performance achievement levels between 75% and 200% of target. |
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.
2024 Grants of Long-Term Incentive Compensation
2024 Grants of Long-Term Incentive Compensation Consistent with prior years, 2024 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.
2024 Grants of Long-Term Incentive Compensation
| Coeur Mining 2025 Proxy Statement | 75 |
2024 Grants of Long-Term Incentive Compensation
Target long-term incentive award values as a percentage of base salary for each executive in 2024 were the same as 2023, and determined based on desired market positioning, the individual executive’s role, scope of responsibility and ability to impact overall Company performance.
2024 Grants of Long-Term Incentive Compensation
| | 2024 LTIP Grant | | | Named Executive Officer | % of Salary | Target $ Amount | | Mitchell J. Krebs | 300% | $2,550,000 | | Thomas S. Whelan | 225% | $1,068,750 | | Michael Routledge | 225% | $1,181,250 | | Casey M. Nault | 225% | $956,250 | | Emilie C. Schouten | 190% | $665,000 |
2024 Grants of Long-Term Incentive Compensation
The number of shares of restricted stock granted in 2024 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.
2024 Restricted Stock Grant
2024 Restricted Stock Grant In 2024, 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 2024 restricted stock awards.
2024 Restricted Stock Grant
| February 26, 2024 | February 26, 2025 | February 26, 2026 | February 26, 2027 | | Grant of Restricted Shares | 1/3 Vest | 1/3 Vest | 1/3 Vest |
2024 Performance Share Grants
2024 Performance Share Grants In 2024, 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 2024 was tied ROIC and growth in inferred mineral resources, two internal goals that drive creation of long-term stockholder value. In addition, payouts are subject to up to 25% positive or negative adjustment based on the Company’s relative TSR compared to a peer index. Performance against these goals generally is measured over a three-year performance period ending December 31, 2026.
2024 Performance Share Grants
| | 2024 Performance Share Grant | | | Performance Share Award | 3-Year ROIC | 3-Year Growth in Inferred Resources | | Overall Weighting | 50% | 50% | | | Overall rTSR Modifier +/- 25% | |
2024 Performance Share Grants
| 76 | Coeur Mining 2025 Proxy Statement |
2024 Performance Share Grants
| ► | Three-Year Return on Invested Capital – 50% of 2024 Performance Share Opportunity |
2024 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 producing mines 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 2024 updated mine plans, with maximum performance tied to our 2024 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 2024-2026 performance period, the CLD Committee approved the following performance and payout targets:
2024 Performance Share Grants
| Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target | 10.7% | 12.4% | 14.0% | 15.7% | 17.4% | 19.0% | 20.7% | 22.7% |
2024 Performance Share Grants
A new operation acquired during the performance period, including our acquisition of the Las Chispas mine through the recently completed acquisition of SilverCrest Metals, 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.
2024 Performance Share Grants
| ► | Three-Year Growth in Inferred Resources – 50% of 2024 Performance Share Opportunity |
2024 Performance Share Grants
Growth in inferred resources is critical to extend mine lives, which we believe will drive stockholder value. The CLD Committee determined to focus on inferred resource growth only, rather than reserves and resources, as inferred resources comprise the earliest stage of the resource-reserve progression and are strategically critical to extend mine lives. The CLD Committee also considered that it could incorporate reserve growth into the AIP, as it did in 2024 by tying a portion of the 2024 AIP to reserve growth at Kensington, which has the shortest mine life in our portfolio. Resources are calculated on a gold equivalent 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, 2023 and December 31, 2026, 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 inferred growth through exploration, the CLD Committee may exercise discretion to exclude the impact of resources added through mergers and acquisitions. The CLD Committee approved the following targets for the three-year growth in inferred resources (measured on a net basis after conversion to higher categories of resources and reserves).
2024 Performance Share Grants
| Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target – Inferred Resources | ≥26% | ≥38% | ≥50% | ≥61% | ≥67% | ≥73% | ≥79% | ≥86% |
2024 Performance Share Grants
| Coeur Mining 2025 Proxy Statement | 77 |
2024 Performance Share Grants
| ► | Relative TSR Modifier |
2024 Performance Share Grants
Awards paid out for achievement of one or more of the above performance share metrics for the 2024-2026 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 2023 compared to the last 60 trading days of 2026. 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.
Payouts for 2022-2024 Performance Shares
Payouts for 2022-2024 Performance Shares The 2022-2024 performance shares paid out at 57% of target, reflecting growth in reserves and resources and above-target achievement of our GHG net intensity reduction goal, offset by zero payout under the ROIC metric and zero payout under the Rochester Stage VI leach pad production metric driven by slight delays in project completion and ramp-up compared to the schedule in 2022 when the targets were set.
Payouts for 2022-2024 Performance Shares
| ► Three-Year Operating Mine ROIC (30% Weighting) | Result: 0% payout driven by below threshold performance from operational challenges and inflationary impacts |
Payouts for 2022-2024 Performance Shares
| Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Variance from ROIC Target | -10% | -7% | -5% | 0% | 2% | 4% | 6% | 7% | | ROIC Target | 16.6% | 19.6% | 21.6% | 26.6% | 28.6% | 30.6% | 32.6% | 33.6% | | Result | 13.8% (no payout) | | | | | | | |
Payouts for 2022-2024 Performance Shares
| 78 | Coeur Mining 2025 Proxy Statement |
Payouts for 2022-2024 Performance Shares
| ► Three-Year Growth in Reserves and Resources (30% Weighting) | Result: Payout at 114% due to nearly 8.34% increase in weighted reserves and resources over the three-year performance period(1) |
Payouts for 2022-2024 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) | 679 | 776 | 873 | 970 | 1,115 | 1,261 | 1,406 | 1,552 | | Coeur(3) | 1,050M AgEqOZ (8.34% Increase) | | | | | | | |
Payouts for 2022-2024 Performance Shares
| (1) Ounces measured on an AgEqOz basis using assumed reserve and resource prices used for Rochester’s Technical Report. See calculations in the table above. |
Payouts for 2022-2024 Performance Shares
| (2) 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 the table below. |
Payouts for 2022-2024 Performance Shares
| (3) 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, as well as to exclude ounces from acquired assets during the performance period, including the recently-acquired Las Chispas mine. |
Payouts for 2022-2024 Performance Shares
| AgEqOz In millions | 2024 | 2021 | | Proven & Probable Reserves – 100% | 488.7 | 479.8 | | Measured & Indicated Resources – 75% | 419.3 | 360.1 | | Inferred Resources – 50% | 142.7 | 130.0 | | Total | 1,050 | 969.9 | | % Increase/(Decrease) | +8.34% | |
Payouts for 2022-2024 Performance Shares
| ► Project-Based Award: GHG Net Intensity Reduction (20% Weighting) | Result: Payout at 114% due to achieving greater GHG net intensity reduction than target |
Payouts for 2022-2024 Performance Shares
| Payout Target | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | Performance Target | 20% Reduction | 25% Reduction | 30% Reduction | 35% Reduction | 40% Reduction | 45% Reduction | 47.5% Reduction | 50% Reduction | | Coeur | 38% Reduction | | | | | | | |
Payouts for 2022-2024 Performance Shares
| Coeur Mining 2025 Proxy Statement | 79 |
Payouts for 2022-2024 Performance Shares
| ► Project-Based Award: Rochester Stage VI Silver Equivalent Production (20% Weighting) | Result: Payout at 0% due to not achieving threshold production due to slight delay in overall project timeline |
Payouts for 2022-2024 Performance Shares
| Payout Target | 0% | 50% | 75% | 100% | 125% | 150% | 200% | | Performance Target | <85% | 90% | 95% | 100% | 105% | 110% | 115% | | Target (AgEqOz)(1) | 8.76M | 9.28M | 9.79M | 10.31M | 10.83M | 11.34M | 11.86M | | Coeur | 4.9M AgEqOZ (Below 85% of target) | | | | | | |
Payouts for 2022-2024 Performance Shares
| (1) Ounces measured on an AgEqOz basis using assumed reserve and resource prices at each year-end for silver and gold. See calculations in the table above. |
2022-2024 Performance Share Payouts
2022-2024 Performance Share Payouts The tables below show performance shares awarded to applicable NEOs under the performance share metrics for the 2021-2023 performance period.
2022-2024 Performance Share Payouts
| 2022-2024 Overall Target Award and Payout | | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded | Value Realized at Award Date** | % of Target Value Realized at Award Date | | Mitchell J. Krebs | 284,584 | $1,246,478 | 162,212 | $885,678 | 71% | | Thomas Whelan | 106,719 | $467,429 | 60,830 | $332,132 | 71% | | Michael Routledge | 113,719 | $496,644 | 64,631 | $352,885 | 71% | | Casey M. Nault | 100,049 | $438,215 | 57,028 | $311,373 | 71% | | Emilie C. Schouten | 78,853 | $345,376 | 44,945 | $246,400 | 71% |
2022-2024 Performance Share Payouts
| 2022-2024 ROIC Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded | Value Realized at Award Date** | | Mitchell J. Krebs | 85,375 | $373,943 | 0 | $0 | | Thomas Whelan | 32,016 | $140,230 | 0 | $0 | | Michael Routledge | 34,017 | $148,994 | 0 | $0 | | Casey M. Nault | 30,015 | $131,466 | 0 | $0 | | Emilie C. Schouten | 23,656 | $103,613 | 0 | $0 |
2022-2024 Performance Share Payouts
| 80 | Coeur Mining 2025 Proxy Statement |
2022-2024 Performance Share Payouts
| 2022-2024 Reserves & Resources Growth Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded | Value Realized at Award Date** | | Mitchell J. Krebs | 85,375 | $373,943 | 97,327 | $531,405 | | Thomas Whelan | 32,016 | $140,230 | 36,498 | $199,279 | | Michael Routledge | 34,017 | $148,994 | 38,779 | $211,733 | | Casey M. Nault | 30,015 | $131,466 | 34,217 | $186,825 | | Emilie C. Schouten | 23,656 | $103,613 | 26,967 | $147,240 |
2022-2024 Performance Share Payouts
| 2022-2024 GHG Net Intensity Reduction Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded | Value Realized at Award Date** | | Mitchell J. Krebs | 56,917 | $249,296 | 64,885 | $354,272 | | Thomas Whelan | 21,344 | $93,487 | 24,332 | $132,853 | | Michael Routledge | 22,678 | $99,330 | 25,852 | $141,152 | | Casey M. Nault | 20,010 | $87,644 | 22,811 | $124,548 | | Emilie C. Schouten | 15,771 | $69,077 | 17,978 | $98,160 |
2022-2024 Performance Share Payouts
| 2022-2024 Rochester Stage VI Silver Equivalent Production Performance Share Payout | | | | | | Named Executive Officer | Target Performance Shares at Grant Date | Value at Target* | # of Performance Shares Awarded | Value Realized at Award Date** | | Mitchell J. Krebs | 56,917 | $249,296 | 0 | $0 | | Thomas Whelan | 21,343 | $93,482 | 0 | $0 | | Michael Routledge | 22,677 | $99325 | 0 | $0 | | Casey M. Nault | 20,090 | $87,639 | 0 | $0 | | Emilie C. Schouten | 15,770 | $69,073 | 0 | $0 |
2022-2024 Performance Share Payouts
| * Represents fair value of the award on the grant date under ASC 718. |
2022-2024 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). |
Timing of Long-Term Incentive Awards
Timing of Long-Term Incentive Awards The CLD Committee typically approves annual long-term equity incentive grants to our executives and eligible employees 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 equity awards generally are timed to follow the release of year-end financial results, but material nonpublic information is not taken into account by the CLD Committee when determining the timing or terms of such awards. The CLD Committee does not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation.
Timing of Long-Term Incentive Awards
| Coeur Mining 2025 Proxy Statement | 81 |
Termination of Employment/Severance and Change-in-Control Arrangements
Termination of Employment/Severance and Change-in-Control Arrangements
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.
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.
Double-Trigger Change-in-Control Vesting Acceleration under LTIP
| 82 | Coeur Mining 2025 Proxy Statement |
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.
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 and willful misconduct that results in a termination for cause.
Clawback and Forfeiture Policy
| Director Compensation |
Board and Committee Retainers in Effect for the year ended December 31, 2024
| Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Total ($)(c) | | Linda L. Adamany(d) | 115,000 | 87,029 | 202,029 | | Paramita Das | 90,000 | 87,029 | 177,029 | | Sebastian Edwards | 31,770 | 30,720 | 62,490 | | Randolph E. Gress | 115,000 | 87,029 | 202,029 | | Jeane L. Hull(e) | 115,000 | 87,029 | 202,029 | | Robert Krcmarov(f) | 67,500 | 87,029 | 154,529 | | Eduardo Luna(e) | 90,000 | 87,029 | 177,029 | | Robert E. Mellor(g) | 160,875 | 87,029 | 247,904 | | J. Kenneth Thompson(h) | 125,688 | 87,029 | 212,717 |
Board and Committee Retainers in Effect for the year ended December 31, 2024
| (c) As of December 31, 2024, 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. |
Board and Committee Retainers in Effect for the year ended December 31, 2024
| ► | AIP for the CEO and other NEOs for Company performance paid out at 99% of target, reflecting strong performance on gold production and costs, continued strong performance in environmental, health and safety initiatives and the achievement of key strategic initiatives including the SilverCrest acquisition |
Board and Committee Retainers in Effect for the year ended December 31, 2024
| ► | The 2022-2024 performance share opportunity paid out at 57% of target, reflecting above-target performance for growth in reserves and resources and GHG net intensity reduction, and zero payout for ROIC metric and Rochester Stage VI production |
Board and Committee Retainers in Effect for the year ended December 31, 2024
| 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 Chairman, President & Chief Executive Officer | 2024 | 850,000 | 0 | 2,334,161 | 0 | 1,051,875 | 0 | 151,770 | 4,387,806 | | | 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 | | Thomas S. Whelan Senior Vice President & Chief Financial Officer | 2024 | 475,000 | 0 | 978,286 | 0 | 518,700 | 0 | 69,704 | 2,041,690 | | | 2023 | 466,667 | 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 | | Michael Routledge Senior Vice President, Chief Operating Officer | 2024 | 525,000 | 0 | 1,081,264 | 0 | 547,050 | 0 | 65,280 | 2,218,594 | | | 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 | | Casey M. Nault Senior Vice President, General Counsel & Secretary | 2024 | 425,000 | 0 | 875,311 | 0 | 434,350 | 0 | 53,717 | 1,788,378 | | | 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 | | Emilie C. Schouten Senior Vice President & Chief Human Resources Officer | 2024 | 350,000 | 0 | 608,709 | 0 | 296,100 | 0 | 47,486 | 1,302,295 | | | 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 |
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 the Executive Severance Policy, in the event of a termination by Coeur without “cause” or by the employee for “good reason” (each as defined in the Executive Severance Policy) 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:
Severance and Change-in-Control Arrangements with other NEOs
| ► | a severance payment equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the termination occurs, payable in 12 equal installments beginning 30 days after termination; and |
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 12 months following the termination. |
Severance and Change-in-Control Arrangements with other NEOs
| 94 | Coeur Mining 2025 Proxy Statement |
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:
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; |
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 |
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. |
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, 2024 (with equity values calculated based on the closing market price per share of Coeur’s common stock of $5.72 as of that date.
Severance and Change-in-Control Arrangements with other NEOs
| Named Executive Officer | | Cash Severance Payments ($)(a) | Continuation of Medical/ Welfare Benefits (present value) ($)(b) | Accelerated Vesting of Equity Awards ($)(c) | Total Termination Benefits ($) | | Mitchell J. Krebs | | | | | | | ► | Not for cause—Involuntary | 5,259,375 | 15,805 | 0 | 5,275,180 | | ► | Death & Disability | 0 | 0 | 10,528,598 | 10,528598 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 5,259,375 | 32,480 | 9,212,327 | 14,504,182 | | Thomas S. Whelan | | | | | | | ► | Not for cause—Involuntary | 1,900,000 | 8,879 | 0 | 1,908,879 | | ► | Death & Disability | 0 | 0 | 4,246,391 | 4,246,391 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 1,900,000 | 13,567 | 3,739,194 | 5,652,762 | | Michael Routledge | | | | | | | ► | Not for cause—Involuntary | 2,100,000 | 16,508 | 0 | 2,116,508 | | ► | Death & Disability | 0 | 0 | 4,748,292 | 4,748,292 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 2,100,000 | 24,853 | 4,183,905 | 6,308,759 | | Casey M. Nault | | | | | | | ► | Not for cause—Involuntary | 1,700,000 | 17,179 | 0 | 1,717,179 | | ► | Death & Disability | 0 | 0 | 3,901,589 | 3,901,589 | | ► | Not for cause—voluntary under age 65 | 0 | 0 | 0 | 0 | | ► | Change in Control, without termination | 0 | 0 | 0 | 0 | | ► | Termination subsequent to a Change in Control(d) | 1,700,000 | 26,249 | 3,424,393 | 5,150,643 |
Severance and Change-in-Control Arrangements with other NEOs
| Coeur Mining 2025 Proxy Statement | 95 |
Severance and Change-in-Control Arrangements with other NEOs
| Named Executive Officer | | Cash Severance Payments ($)(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 | 2,778,107 | 2,778,107 | | ► | 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 | 2,423,437 | 3,675,817 |
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. |
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. |
Severance and Change-in-Control Arrangements with other NEOs
| (c) Represents the value of any unvested stock options, restricted stock or other equity awards that were not vested as of the relevant date and present value of health plan benefits provided upon termination. |
Severance and Change-in-Control Arrangements with other NEOs
| ► | In the event of death or disability, all options, restricted stock grants, and performance share grants would vest 100%, with the performance shares vesting at target. The NEOs would have 12 months from the date of death or disability to exercise their options, except for nonqualified options granted prior to January 22, 2013, which permit up to three years to exercise in the event of disability. |
Severance and Change-in-Control Arrangements with other NEOs
| ► | In the event of a qualifying termination of employment within 90 days prior to and up to two years following a change in control, the NEOs would have up to 12 months from termination to exercise their options, except for incentive stock options granted between January 22, 2013 and May 13, 2015, which permit up to two years to exercise, instead of the usual three months. |
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 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. The actual achievement of performance targets up to the date of the change in control was estimated using the elapsed time in the performance period occurring prior to the hypothetical change in control. |
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. No values shown in the table have been reduced. |
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.
Severance and Change-in-Control Arrangements with other NEOs
| 96 | Coeur Mining 2025 Proxy Statement |
Severance and Change-in-Control Arrangements with other NEOs
| 2024 Ratio of CEO Compensation to Median Employee Compensation |
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 2024, our last completed fiscal year:
Severance and Change-in-Control Arrangements with other NEOs
| ► the annual total compensation of our CEO, as reported in the 2024 Summary Compensation Table on page 87 of this Proxy Statement, was $4,387,806; and | For 2024, the ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median compensated employee was 62 to 1 | | ► the annual total compensation of our median compensated employee (other than our CEO) was $70,765. | |
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:
Severance and Change-in-Control Arrangements with other NEOs
| ► | We determined that, as of December 31, 2024, our employee population consisted of approximately 2,116 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. |
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 2024, as applicable, and amounts paid during 2024 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. |
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 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $70,765. The median employee’s total compensation for 2023 included a contribution of $2,868 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 2024. |
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 2024 Summary Compensation Table on page 87 of this Proxy Statement and incorporated by reference into Item 11 of Part III of our Annual Report. |
Severance and Change-in-Control Arrangements with other NEOs
| Coeur Mining 2025 Proxy Statement | 97 |
Severance and Change-in-Control Arrangements with other NEOs
| Pay-versus-Performance Table |
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 2024, 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 60.
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) | | 2024 | $4,387,806 | $9,841,535 | $1,837,740 | $3,866,999 | $71 | $125 | $58,900,000 | $339,152,000 | | 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 |
Severance and Change-in-Control Arrangements with other NEOs
| 1. | In all the years in question, Mitchell J. Krebs was our Chief Executive Officer. |
Severance and Change-in-Control Arrangements with other NEOs
| 2. | The following tables set forth the adjustments made during 2024 represented in the PVP table to arrive at CAP to our PEO and average CAP to our other NEOs. The equity award adjustments to arrive at “Compensation Actually Paid” or “CAP” 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. For information on our adjustments made during 2020-2023, refer to our 2024 Proxy Statement. |
Severance and Change-in-Control Arrangements with other NEOs
| | PEO | Average Non-PEO | | Total Reported in 2024 Summary Compensation Table (SCT) | $4,387,806 | $1,837,740 | | Less, value of Stock Awards reported in SCT | $2,334,161 | $885,893 | | Plus, Year-End Fair Value of Awards Granted in the Fiscal Year that are Unvested and Outstanding | $5,542,109 | $2,103,417 | | Plus, Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $2,231,285 | $809,087 | | Plus, FMV of Awards Granted this Year and that Vested this Year | — | — | | Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year Awards that Vested during the Fiscal Year | $14,496 | $2,648 | | Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | | Total Adjustments | $5,453,729 | $2,029,259 | | Compensation Actually Paid for 2024 | $9,841,535 | $3,866,999 |
Severance and Change-in-Control Arrangements with other NEOs
| 98 | Coeur Mining 2025 Proxy Statement |
Severance and Change-in-Control Arrangements with other NEOs
| 3. | During each of 2024, 2023 and 2022, our non-PEO NEOs consisted of Thomas S. Whelan, Michael Routledge, Casey M. Nault and Emilie C. Schouten. During 2021, our non-PEO NEOs consisted of Thomas S. Whelan, Michael Routledge, Casey M. Nault, Terrence F. Smith, and Hans J. Rasmussen. During 2020, our non-PEO NEOs consisted of Thomas S. Whelan, Michael Routledge, Casey M. Nault and Hans J. Rasmussen. Mr. Smith departed the Company effective August 27, 2021, and Mr. Rasmussen retired from his position as Senior Vice President, Exploration, effective March 31, 2022. |
Severance and Change-in-Control Arrangements with other NEOs
| 4. | Company and peer group TSR reflects the Company’s “TSR peer group” as reflected in our 2024 Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2024. |
Severance and Change-in-Control Arrangements with other NEOs
| 5. | Adjusted EBITDA, a non-GAAP financial reporting measure, is used by the Company to evaluate operating performance of our core mining business and allows investors and analysts to compare results of the Company to similar results of other mining companies. For a reconciliation of Adjusted EBITDA to net income, please refer to the tables in Appendix A. |
Severance and Change-in-Control Arrangements with other NEOs
| Coeur Mining 2025 Proxy Statement | 99 |