DEF 14A of Hecla Mining Co/De/, Apr 4, 2024

DEF 14A of Hecla Mining Co/De/

Filed Apr 4, 2024 · FY20230001193125-24-087295

Open on EDGAR

  1. Board of Directors

    Board of Directors Dear Fellow Shareholder: Hecla Mining Company (Hecla) has been in business for 133 years and we are the oldest precious metals mining company listed on the New York Stock Exchange (NYSE). We stand apart from other mining companies because we operate two of the largest silver mines in the world that contain the highest-grade silver equivalent ounces (Greens Creek and Lucky Friday). Our strategy is to have consistent, long-lived production that increases and improves over time. Our operating mines are located in Alaska (Greens Creek), Idaho (Lucky Friday), Quebec, Canada (Casa Berardi) and in the Yukon Territory, Canada (Keno Hill). Our current exploration interests are located in the United States, Canada, and Mexico.

  2. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director

  3. Election Of Class II Directors

    Election Of Class II Directors In accordance with our Restated Certificate of Incorporation, the Board is divided into three classes. The terms of office of the directors in each class expire at separate times. There are three Class II directors whose terms will expire at the Annual Meeting: Stephen F. Ralbovsky, Catherine J. Boggs, and Mark P. Board. At a meeting held by the Governance Committee in February 2024, the committee determined the directors whose terms are expiring – Mr. Ralbovsky, Ms. Boggs, and Mr. Board – were qualified candidates to stand for re-election at the Annual Meeting, and the Board designated each as nominees for re-election as directors of the Company, each for a three-year term expiring in 2027. At the same February 2024 meeting, the size of the Board was increased from six persons to seven persons, and upon the recommendation of the Governance Committee, the Board appointed Mark P. Board as a Class II director (standing for election in 2024). Mr. Board is a mining and geotechnical engineer with over 45 years of mining experience. He is currently President of M Board Mining Consulting, LLC and provides engineering consulting services to the international mining industry. Until retirement in 2020, he was Vice President – Technical Services for Hecla Limited, a subsidiary of the Company. Prior to that, he acted as a consulting engineer for Itasca Consulting Group where he provided mine evaluation, mine design and stability assessments for underground and open pit mines worldwide. The Governance Committee and Board determined that Mr. Board was independent under the NYSE listing standards. The Board appointed Mr. Board to serve on the HSET Committee. It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be voted FOR the election of Stephen F. Ralbovsky, Catherine J. Boggs, and Mark P. Board. If Mr. Ralbovsky, Ms. Boggs, or Mr. Board becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the Governance Committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees.

  4. Biographical Information

    Biographical Information Set forth below is biographical information for the director nominees, including the key qualifications, experience, attributes, and skills that led our Board to the conclusion that such nominees should serve as a director. There are no family relationships among any of our directors or executive officers. Our Board includes individuals with strong backgrounds in senior leadership and management, legal, geology, accounting, finance, and company and industry knowledge, and we believe that, as a group, they work effectively together in overseeing our business.

  5. Current Class II Nominees for Election to the Board – Terms Ending at the 2024 Annual Meeting

    Current Class II Nominees for Election to the Board – Terms Ending at the 2024 Annual Meeting If elected, the nominees will serve for a three-year term ending in 2027. The nominees are as follows:

  6. Current Class II Nominees for Election to the Board – Terms Ending at the 2024 Annual Meeting

    | | Stephen F. Ralbovsky Founder and Principal of Wolf Sky Consulting LLC Mr. Ralbovsky has been the Founder and Principal of Wolf Sky Consulting LLC since June 2014. Prior to that, he was a partner with PricewaterhouseCoopers LLP from February 1987 until his retirement in June 2014, where he concentrated his practice on public companies operating in the mining industry. He is a part-time Professor of Practice at the University of Arizona’s James E. Rogers College of Law. Mr. Ralbovsky is also a member of several organizations, including the Association of International Certified Professional Accountants, Arizona Society of CPAs, National Mining Association, and Society for Mining, Metallurgy and Exploration. Board Qualification and Skills Mr. Ralbovsky is a CPA and has over 40 years’ experience in taxation, auditing, and accounting, where he was specifically heavily involved in the mining industry with an emphasis in global mining tax and royalty policy. He has held leadership positions, including U.S. Mining Leader, U.S. Mining Tax Leader, Global Mining Tax Leader, and Tax Partner while employed with PricewaterhouseCoopers LLP. Hecla Committees Audit (Chair) Governance and Social Responsibility Health, Safety, Environmental and Technical | | Age 70 Director since 2016 Other Directorships: None | |

  7. Current Class II Nominees for Election to the Board – Terms Ending at the 2024 Annual Meeting

    | | Catherine “Cassie” J. Boggs Former General Counsel at Resource Capital Funds Ms. Boggs served as the General Counsel at Resource Capital Funds from January 2011 until her retirement in February 2019. Since 2019, she has been serving as an Intermittent Expert in mining with the US Department of Commerce’s Commercial Law Development Program. She was a board member of Funzeleo from January 2016 to September 2021, as well as briefly serving on the board of U.S. Energy Corp. from June 2019 to December 2019. She has served as a board member of Capital Limited since September 2021, and is an Adjunct Professor at the University of Denver, Sturm College of Law. Board Qualification and Skills Ms. Boggs has over 40+ years’ experience as an attorney in the mining and natural resources sectors, in both domestic and international mining. She has extensive experience in leadership in the mining industry, having worked for Barrick Gold Company, serving in a variety of leadership roles, including serving as the Chief Executive Officer of Tethyan Copper Company, interim President of the African Business Unit, and as interim General Counsel of African Barrick Gold. She also has experience in due diligence, country and political risk assessments, and the structuring and implementation of risk mitigation strategies. Hecla Committees Governance and Social Responsibility Audit Compensation Executive | | Age 69 Director since 2017 Other Directorships: Capital Limited | |

  8. Proposal 1 — Election of Class II Directors

    Proposal 1 — Election of Class II Directors

  9. Proposal 1 — Election of Class II Directors

    | | Mark P. Board President of M Board Mining Consulting, LLC Mr. Board has been President of M Board Mining Consulting, LLC since 2020, where he provides engineering consulting services to the international mining industry. He served as Vice President – Innovation and Technical Services for Hecla Limited, a subsidiary of the Company, from June 2014 until his retirement in June 2020. Prior to that, he acted as a consulting engineer for Itasca Consulting Group where he provided mine evaluation, mine design and stability assessments for underground and open pit mines worldwide. Board Qualification and Skills Mr. Board has over 45 years of experience as a mining and geotechnical engineer. His particular specialty is design of deep underground mines and caving operations. He holds a PhD in Geological Engineering from the University of Minnesota and is an elected Member of the US National Academy of Engineering. Hecla Committees Health, Safety, Environmental and Technical | | Age 71 Director since 2024 Other Directorships: None | |

  10. Continuing Class III Members of the Board – Term Ending at the 2025 Annual Meeting

    | | Charles B. Stanley Managing Member of Cutthroat Energy, LLC Mr. Stanley has been the Managing Member of Cutthroat Energy, LLC since May 2019. Prior to that, Mr. Stanley served as Chief Executive Officer and President of QEP Resources, Inc. from May 2010 until his retirement in January 2019. He was also Chair of the Board of QEP Resources, Inc. from May 2012 until his retirement in January 2019. Board Qualification and Skills Mr. Stanley has over 41 years’ experience in the international and domestic upstream and midstream oil and gas industry. He is a geologist with an extensive background in natural resources. He gained his extensive financial experience from a lengthy career with QEP Resources, Inc., and prior companies. In addition to his former position at QEP Resources, Inc., Mr. Stanley served in numerous other senior leadership positions, including Chief Executive Officer and President of QEP Midstream Partners, LP, and Chief Operating Officer of Questar Corporation. He served on the board of QEP Resources, Inc. for 8 years and as Chair of the Board from 2012 until his retirement in 2019. Prior to serving on QEP’s board, Mr. Stanley served on the board of Questar Corporation for 8 years and has served on the boards of various oil and gas industry trade organizations. Hecla Committees Compensation (Chair) Audit Health, Safety, Environmental and Technical | | Age 65 Director since 2007 Other Directorships: None | |

  11. Continuing Class III Members of the Board – Term Ending at the 2025 Annual Meeting

    | | Alice Wong, ICD.D Senior Vice President and Chief Corporate Officer Cameco Corporation Ms. Wong has served as Senior Vice President and Chief Corporate Officer of Cameco Corporation since 2011. She was Cameco’s Vice President of Safety, Health, Environment, Quality and Regulatory Relations from 2008 to 2011, and Vice President of Investor, Corporate and Government Relations from 2005 to 2008. She has been a board member of the following organizations: Mining Association of Canada since 2016, Canadian Nuclear Association since 2013, and Saskatchewan Mining Association since 2013. She served on the Board of Sask Energy Corporation from 2016 to 2023. In 2021, Ms. Wong was named a Catalyst Honours Champion in recognition of her significant contributions to advancing women and championing inclusion in the workplace and being a role model for inclusive leadership in corporate Canada. Board Qualification and Skills Ms. Wong has been with Cameco for more than 31 years in increasingly senior leadership roles and has gained a wealth of experience from her diverse responsibilities. In her current role as Senior Vice President and Chief Corporate Officer, she provides executive oversight for human resources, safety, health, environment, quality, regulatory relations, business technology services, supply chain management, internal audit, and corporate ethics. She also has experience in digital transformation as well as oversight of IT and cyber risk management. She obtained her Corporate Directors Designation (ICD.D) from the ICD Rotman Director’s Education Program. Hecla Committees Governance and Social Responsibility (Chair) Audit Health, Safety, Environmental and Technical | | Age 64 Director since 2021 Other Directorships: None | |

  12. Continuing Class I Members of the Board – Term Ending at the 2026 Annual Meeting

    | | Phillips S. Baker, Jr. President and CEO Mr. Baker has been our CEO since May 2003 and has served as our President and as a member of the Board of Directors since November 2001. He was elected the Chair of The Silver Institute in August 2023. Mr. Baker served as Chair of the Board for the National Mining Association from 2017 to 2020 and has been a Board member since September 2010. He served as a Director of QEP Resources, Inc. from May 2010 to March 2021. Board Qualification and Skills Mr. Baker began his career in the mining industry in 1986 and has been an officer or director of many public companies since 1990. He has substantial financial experience gained in his roles of President, CEO, and previously as Chief Financial Officer of the Company. He has served as Hecla’s President for 22 years and as CEO for 21 years and has 27 years of executive and management experience in the mining industry. In addition to serving on the Board of Hecla, he served on the Board of QEP Resources, Inc. for 10 years, as well as serving as the chair of the audit committee and as a member of the governance committee. Hecla Committees Executive (Chair) Non-Executive Stock Award Committee | | Age 64 Director since 2001 Other Directorships: None | |

  13. Continuing Class I Members of the Board – Term Ending at the 2026 Annual Meeting

    | | George R. Johnson Former Senior Vice President of Operations with B2Gold Corporation Mr. Johnson served as Senior Vice President of Operations of B2Gold Corporation from August 2009 until his retirement in April 2015. He has served on the Board of Directors of B2Gold Corporation since March 2016. Board Qualification and Skills Mr. Johnson has over 45 years of foreign and domestic experience in underground and open pit mine construction and operations management as a mining engineer. Hecla Committees Health, Safety, Environmental and Technical (Chair) Compensation | | Age 75 Director since 2016 Other Directorships: B2Gold Corporation | |

  14. Compensation of Non-Management

    Compensation of Non-Management

  15. Directors

    Directors The Compensation Committee (committee) of the Board is responsible for recommending to the independent members of the Board the form and amount of compensation for our non-management directors. The independent members of the Board consider the committee’s recommendation and make the final determination of non-management director compensation. Compensation for non-management directors is designed to reflect current market trends and developments with respect to compensation of Board members. It consists of a combination of cash retainers and an equity award.

  16. Components of Non-Management Director Compensation

    Components of Non-Management Director Compensation

  17. Components of Non-Management Director Compensation

    | Compensation Element | Current Value | | Annual Board Retainer | $105,000 | | Annual Board Chair Retainer | $180,000 | | Annual Committee Chair Retainer for: | | | • Health, Safety, Environmental & Technical Committee | $15,000 | | • Audit Committee | $15,000 | | • Compensation Committee | $15,000 | | • Governance Committee | $15,000 | | • Executive Committee | $— | | • Non-Executive Stock Award Committee | $— | | Annual Equity Grant (dollar equivalent) | $125,000 |

  18. Components of Non-Management Director Compensation

    Annual cash retainers are paid in quarterly installments. Other than annual cash retainers and equity, no other attendance fees are paid to the non-management directors.

  19. Non-Management Director Compensation for 2023

    Non-Management Director Compensation for 2023

  20. Non-Management Director Compensation for 2023

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Catherine J. Boggs, Board Chair | 180,000 | 148,577 | — | 328,577 | | George R. Johnson | 120,000 | 148,577 | 5,000(2) | 273,577 | | Stephen F. Ralbovsky | 120,000 | 148,577 | — | 268,577 | | Charles B. Stanley | 120,000 | 148,577 | — | 268,577 | | Alice Wong | 120,000 | 148,577 | — | 268,577 |

  21. Non-Management Director Compensation for 2023

    | (1) The amounts shown in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board ASC Topic 718. For a description of the assumptions used in valuing the awards please see Note 12 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The stock awards column represents the aggregate grant date fair value of the stock granted to each non-management director under the Director Stock Plan in 2023 as computed in accordance with ASC Topic 718. For each director, the number of common shares granted was determined by dividing $125,000 by the average closing price for Hecla’s common stock on the NYSE for the prior calendar year ($4.9975) ($125,000 ÷ $4.9975 = 25,013). On July 13, 2023, each non-management director received 25,013 shares of our common stock under the terms of the Director Stock Plan. Based on our closing stock price on the NYSE on the date of grant of July 13, 2023 ($5.94), the grant date fair value for each grant of 25,013 shares was $148,577. (This amount does not reflect the actual amount that may be realized by each director). |

  22. Non-Management Director Compensation for 2023

    | (2) The Company made a matching contribution under its charitable matching gift program on the behalf of Mr. Johnson. |

  23. Table of Contents to Compensation Discussion and Analysis

    | COMPENSATION DISCUSSION AND ANALYSIS | 40 | | Executive Summary | 42 | | Key Operating and Significant Financial Results | 42 | | Benchmarking and Competitive Analyses | 43 | | The Compensation Committee Process and the Role of Management and the Human Resources Department | 45 | | Compensation Philosophy and Objectives | 46 | | Elements of Total Compensation | 48 | | Targeted Compensation | 49 | | Overview of our Compensation Decisions and Results for 2023 | 50 | | Other | 60 | | Stock Ownership Guidelines for NEOs | 61 | | Clawback Policy | 62 | | Insider Trading Policy | 62 | | Change in Control Agreements | 62 | | Tax and Accounting Considerations | 63 | | COMPENSATION RISK ANALYSIS | 64 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 65 | | COMPENSATION COMMITTEE REPORT | 66 | | COMPENSATION OF NAMED EXECUTIVE OFFICERS | 67 | | Summary Compensation Table for 2023 | 67 | | Grants of Plan-Based Awards for 2023 | 69 | | Outstanding Equity Awards at Calendar Year-End for 2023 | 71 | | Stock Vested in 2023 | 72 | | OTHER BENEFITS | 73 | | Pension Benefits | 73 | | Retirement Plan | 73 | | Nonqualified Deferred Compensation for 2023 | 75 | | Potential Payments Upon Termination or Change in Control | 76 | | CEO Pay Ratio | 81 | | PAY vs. PERFORMANCE | 82 | | OTHER MATTERS | 87 | | Certain Relationships and Related Party Transactions | 87 | | Political Contributions and Engagement | 87 | | Delinquent Section 16(a) Reports | 87 | | Shareholder proposals to be included in next year’s Proxy Statement | 87 | | Security Ownership of Certain Beneficial Owners and Management | 88 |

  24. Table of Contents to Compensation Discussion and Analysis

    | Glossary of CD&A Terms | | | | | committee | Compensation Committee | 2010 Stock Plan | 2010 Stock Incentive Plan | | STIP | Short-term Incentive Plan | KEDCP | Key Employee Deferred Compensation Plan | | LTIP | Long-term Incentive Plan | Retirement Plan | Hecla Mining Company Retirement Plan, a defined benefit retirement plan | | PSUs | Performance-based Units | SERP | Supplemental Excess Retirement Plan | | RSUs | Restricted Stock Units | SEC | Securities and Exchange Commission | | TSR | Total Shareholder Return | ESG | Environmental, Social and Governance | | GAAP | Generally Accepted Accounting Principles in the United States | UCB | Underhand Closed Bench mining method | | Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | NYSE | New York Stock Exchange | | AISC | All-In Sustaining Cost After By-Product Credits | AIFR | All-Injury Frequency Rate | | 401(k) Plan | Hecla’s Capital Accumulation Plan, a defined contribution retirement plan | AEMA | American Exploration & Mining Association | | SME | Society for Mining, Metallurgy & Exploration | AgEq | Silver Equivalent Ounces | | NEOs | Named Executive Officers | LTI | Long-term Incentive Components (LTIP, RSUs and PSUs) |

  25. Benchmarking and Competitive Analyses

    Benchmarking and Competitive Analyses We have adopted a pay-for-performance philosophy that incentivizes performance by targeting base salaries below the median of our peer group but targeting incentives above the peer median. The total direct compensation of our NEOs is targeted at approximately the 50th percentile. The process of setting targeted compensation includes consideration of a NEO’s skills, experience, knowledge, and reputation in the industry, as well as Company needs. Central to the pay review process is the selection of a relevant peer group. Because we operate in a global business that is dominated by Canadian companies, our peer group includes only two U.S. companies. In addition, we have a corporate office in Vancouver, British Columbia, where one of our NEOs works. The committee reviews and determines the composition of our peer group on an annual basis. In May 2023, the committee approved the same peer group as used in the previous year.

  26. Benchmarking and Competitive Analyses

    | (4) Free cash flow is a non-GAAP measurement. See Appendix A for a reconciliation to GAAP. |

  27. Benchmarking and Competitive Analyses

    | (5) Adjusted EBITDA is a non-GAAP measurement. See Appendix A for a reconciliation to GAAP. |

  28. Benchmarking and Competitive Analyses

    In 2023, our peer group was made up of the following 13 companies:

  29. Benchmarking and Competitive Analyses

    | Company | Annual Revenue(1) ($US millions) | Market Cap(1) ($US millions) | Total Assets(1) ($US millions) | Corporate Location | | Alamos Gold Inc. (NYSE: AGI) | 8,212 | 3,985 | 3,674 | Canada | | B2Gold Corporation (NYSE: BTG) | 1,733 | 3,821 | 3,681 | Canada | | Centerra Gold Inc. (NYSE: CGAU) | 850 | 1,132 | 2,334 | Canada | | Coeur Mining Inc. (NYSE: CDE) | 786 | 994 | 1,846 | United States | | Eldorado Gold Corporation (NYSE: EGO) | 871 | 1,548 | 4,458 | Canada | | First Majestic Silver Corp. (NYSE: AG) | 627 | 2,273 | 2,110 | Canada | | IAMGOLD Corporation (NYSE: IAG) | 957 | 1,229 | 4,425 | Canada | | New Gold Inc. (NYSE: NGD) | 604 | 671 | 2,244 | Canada | | NOVAGOLD Resources Inc. (NYSE: NG) | 0 | 1,392 | 159 | Canada | | Pan American Silver Corporation (Nasdaq: PAAS) | 1,495 | 3,441 | 3,249 | Canada | | Royal Gold, Inc. (Nasdaq: RGLD) | 603 | 7,394 | 3,535 | United States | | SSR Mining Inc. (Nasdaq: SSRM) | 1,148 | 3,237 | 5,255 | Canada | | Torex Gold Resources Inc. (OTC: TORXF) | 869 | 987 | 1,593 | Canada | | Median | 869 | 1,548 | 3,249 | | | Hecla Mining Company (NYSE: HL) | 719 | 2,263 | 2,927 | United States |

  30. Benchmarking and Competitive Analyses

    | (1) In $US millions as of year-end 2022. |

  31. Benchmarking and Competitive Analyses

    The peer group is composed entirely of publicly held companies, all of which are engaged in the business of mining precious metals, with revenue, market capitalization and total assets within a reasonable range of Hecla’s. We believe these peer companies are appropriate because they are in the same industry, compete with us for executive talent, have executives in positions similar to ours, and are considered by the committee to be comparable to Hecla. During our shareholder outreach discussions, many of our largest shareholders have informed us that, compared to peer groups selected by proxy advisory firms, they consider the peer group chosen by us to be more relevant and appropriate for compensation and performance benchmarking purposes. The peer group selected last year by Glass Lewis included 8 of our 13 selected peers. The peer group selected by Institutional Shareholder Services (ISS) included only 3 of our 13 selected peers. The rest of the peer group selected by ISS contained U.S.-based companies in the industrial and specialty chemicals, plastics, coatings, nickel and cobalt-based alloys, steel products and other industries – companies and industries whose market fundamentals are materially different from that of the precious metals mining industry. We understand that ISS’s internal policies prohibit its inclusion of Canadian companies (which account for 11 of our peers) and require that Hecla be compared to companies having only similar revenue instead of similar market capitalization or total assets. We believe a fair compensation peer group, in terms of both industry profile and size, should not be selected for Hecla without including Canadian mining companies. The committee reviewed an analysis of executive compensation levels at the 25th, median, and 75th percentiles of the peer group for positions comparable to those held by each of our NEOs. The committee also compared the target total cash compensation (base salary plus target STIP) and target total direct compensation (base salary plus target STIP plus the value of LTIP target) for each of the NEOs against these benchmarks. For retention and competitive considerations, in comparison to the peer group data applicable to each NEO’s position, we generally target each NEO’s total direct compensation at the median level and deliver compensation above or below these levels when warranted by individual performance. In 2023, total direct compensation for our NEOs was targeted approximately at the median of the peer group. In 2023, the committee approved a separate peer group to be used specifically with regard to TSR, for purposes of our performance-based equity awards (PSUs), discussed on page 59, which consisted of the following companies/funds:

  32. Benchmarking and Competitive Analyses

    | Alamos Gold Inc. (NYSE: AGI) | Coeur Mining, Inc. (NYSE: CDE) | New Gold Inc. (NYSE: NGD) | | B2Gold Corp. (NYSE: BTG) | First Majestic Silver Corp. (NYSE: AG) | Centerra Gold Inc. (NYSE: CGAU) | | IAMGOLD Corporation (NYSE: IAG) | Van Eck Gold Miners ETF (ARCX: GDX) | Pan American Silver Corp. (Nasdaq: PAAS) | | SSR Mining Inc. (Nasdaq: SSRM) | Van Eck Junior Gold Miners ETF (ARCX: GDXJ) | Eldorado Gold Corporation (NYSE: EGO) | | Equinox Gold Corp. (NYSE: EQX) | Oceana Gold Corp. (OTCM: OCANF) | iShares Silver Trust (ARCX: SLV) | | Fresnillo PLC (OTC: FNLPF) | Hochschild Mining plc (OTCM: HCHDF) | SPDR Gold Shares (ARCX: GLD) | | Torex Gold Resources Inc. (OTC: TORXF) | Fortuna Silver Mines Inc. (NYSE: FSM) | |

  33. Benchmarking and Competitive Analyses

    Our executive compensation peer group is different from our TSR peer group. When setting executive compensation, we use a peer group made up of those with whom we compete for talent. For the TSR peer group we use a set of companies and ETFs for which we compete for investment dollars.

  34. The Compensation Committee Process and the Role of Management and Human Resources Department

    | • | reviewed updated information regarding Hecla’s executive compensation program and the positions to be benchmarked, including organization charts, position descriptions, current total compensation, and other relevant data; |

  35. The Compensation Committee Process and the Role of Management and Human Resources Department

    | • | reviewed last year’s peer group to determine if the included companies continue to be appropriate and if any additional companies should be considered for inclusion, or removed from the peer group due to a merger, acquisition, etc.; |

  36. The Compensation Committee Process and the Role of Management and Human Resources Department

    | • | collected and analyzed compensation data from the most recent proxy filings of the peer group and summarized the market pay data and compared Hecla’s executive compensation levels to the peer group proxies; |

  37. The Compensation Committee Process and the Role of Management and Human Resources Department

    | • | analyzed the year-over-year change in compensation levels for Hecla compared to each market data source; |

  38. The Compensation Committee Process and the Role of Management and Human Resources Department

    | • | analyzed Hecla’s long-term incentive and equity practices compared to peers; |

  39. The Compensation Committee Process and the Role of Management and Human Resources Department

    In June 2023, Hecla’s human resources department presented its competitive analysis findings and recommendations to the committee. The competitive analysis provided detailed comparative data for each executive officer position and assessed each component of pay, including base salary, short- and long-term incentives and total target compensation, as well as the mix of compensation among these pay elements across the Company’s peer group. The committee compared this information to the executives’ compensation by similarity of position. The committee also reviewed the Company’s performance and carefully evaluated each executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, career with Hecla, current compensation arrangements and long-term potential. Role of Management. The committee considers input from the CEO in making determinations regarding our executive compensation program and the individual compensation of each NEO (other than the CEO). As part of our annual review process, the CEO reviews the performance of the other NEOs and their contribution to the overall performance of the Company. Approximately mid-year, the CEO presents recommendations to the committee regarding base salary adjustments, target STIP awards, stock-based grants, and LTIP unit grants, based on a thorough analysis of relevant market compensation data comparing Hecla with an applicable peer group within the mining industry. The CEO and Senior Vice President – Chief Administrative Officer also make recommendations to the committee regarding the Company’s short-term quantitative and qualitative goals, and long-term goals for the NEOs (other than the CEO), as well as recommendations regarding the participation in the Company’s stock-based compensation plans and amendments to the plans, as necessary.

  40. Compensation Philosophy and Objectives

    | • | total direct compensation is set within a competitive range of our peer group to ensure that it is appropriate and is aligned with the level of position, experience, skills, and performance of the executive. |

  41. Pay for Performance – Best Practices

    | • | the compensation of identified peer companies based on industry and size criteria is considered to ensure that pay levels and program design for the NEOs are appropriate and competitive; |

  42. Pay for Performance – Best Practices

    | • | incentive awards are heavily dependent upon our stock performance and are measured against objective financial metrics; |

  43. Pay for Performance – Best Practices

    | • | total direct compensation is set within a competitive range of our peer group to ensure it is appropriate and aligned with the level of position, experience, skills, and performance of the executive; |

  44. Pay for Performance – Best Practices

    | • | actual realized total direct compensation and pay positioning are designed to fluctuate with, and be commensurate with, actual annual and long-term performance, recognizing company-wide and individual results; |

  45. Pay for Performance – Best Practices

    | • | we grant PSUs that have value based on our TSR rank within our selected peer group and have no value if the share performance does not achieve the 25th percentile in the peer group; |

  46. Pay for Performance – Best Practices

    | • | our change in control agreements contain a double trigger provision and upon a change of control there is no excise tax gross up; |

  47. Pay for Performance – Best Practices

    | • | time-based equity awards vest over a three-year period to promote retention; |

  48. Pay for Performance – Best Practices

    | • | each of the Company’s incentive plans (STIP, LTIP, KEDCP, and 2010 Stock Plan) have clawback provisions; |

  49. Pay for Performance – Best Practices

    | • | our NEOs, including our CEO, generally must remain employed with the Company through the payment date of their short- and long-term awards, or the awards are forfeited, except in the cases of death, disability, or in some cases retirement; |

  50. Pay for Performance – Best Practices

    | • | caps on performance-based cash and equity incentive compensation; and |

  51. Compensation Program – Best Practices

    | • | we disclose our corporate performance goals and achievements relative to these goals; |

  52. Elements of Total Compensation

    | | PAY ELEMENT | METRICS / OBJECTIVES | | | Base Salary | Objective: Provide a fixed level of cash compensation for performing day-to-day responsibilities. Key Feature: Designed to be below the 50th percentile. Terms: Paid semi-monthly. | | | Short-Term Incentive Pay (STIP) | Objective: Focus executives on achieving the Company’s short-term goals, and the performance steps necessary to achieve longer-term objectives. | | | | Key Features: The Company’s STIP pool is targeted at a fixed percentage of all salaried employees’ targeted STIP award, but the actual bonus pool is based on achievement of Company goals. Some goals are quantitative, such as EBITDA, production, and AIFR, while others are qualitative and reflect strategic objectives and tactical activities. Many qualitative goals have quantitative components, such as “improve mill recovery by X%.” Weighting of the corporate performance is targeted at 55% quantitative goals, 30% qualitative, and 15% that is determined at the discretion of the committee. | | | | Terms: Determined by the committee and paid in a single payment following the performance period. Awarded in the first half of each year. Designed to be awarded in cash but may be paid in equity (in full or part). Any NEO receiving a STIP award must be employed with the Company at the time of payment, or their award is forfeited. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods. | | | Long-Term Incentive Pay (LTIP) | Objective: Focus executives on longer-term value creation as determined by the specific targets of the plan. | | | | Key Features: Based on corporate goals achieved over a three-year performance period. A new three-year performance period begins each calendar year and performance units are granted in the first half of each year. Each three-year plan identifies key long-term objectives that are expected to create long-term value for shareholders such as increasing reserves and production, generating cash flow and shareholder returns. | | | | Terms: Determined by the committee and paid in a single payment following the three-year performance period. Awarded in the first half of each year. Designed to be awarded in cash but may be paid in equity (in full or part). Any NEO receiving a LTIP award must be employed with the Company at the time of payment, or their award is forfeited, except in the cases of death, disability, or in some cases retirement. At the time of an employee’s retirement, in order to receive any LTIP award that otherwise becomes payable, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods. | | | RSUs | Objective: Align management’s interests with those of shareholders and provide incentive for NEOs to remain with the Company for the long term. | | | | Key Features: RSU awards are denominated in currency value and delivered in shares with a vesting schedule of three years for NEOs. | | | | Terms: RSUs are granted between May and August of each year. If a NEO leaves the Company for any reason, other than death, disability, or in some cases retirement, before the vesting date, they will forfeit their RSUs. If a NEO retires before their RSUs have vested, they must meet certain requirements in order for their RSUs to continue to vest based on the applicable vesting schedule. At the time of an employee’s retirement, in order to receive any unvested RSUs, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68. | | | PSUs | Objective: Provide incentive for NEOs to remain with the Company for the long term and to align the NEO’s interests with those of shareholders. | | | | Key Features: PSUs realize more value the higher the TSR ranks within the selected peer group and have no value if the share performance falls below the 25th percentile among the peer group. | | | | Terms: PSUs are granted to the NEOs in the second quarter of each year and are based on a three-year TSR. If a NEO leaves the Company for any reason, other than death, disability, or in some cases retirement, before the vesting date, they will forfeit their PSUs. If a NEO retires before his or her PSUs have vested, he or she must meet certain requirements in order for their PSUs to continue to vest based on the applicable vesting schedule. At the time of an employee’s retirement, in order to receive any unvested PSUs, the employee must at least be age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68. |

  53. Targeted Compensation

    Targeted Compensation Our executive compensation program – composed primarily of base salary, short- and long-term incentives, and equity awards – is intended to align the interests of our NEOs with the long-term interests of our shareholders. The program is designed to accomplish this by rewarding performance that results in an increase in the value of our shareholders’ investment in Hecla. We believe the proportion of at-risk, performance-based compensation should comprise a significant portion of executive pay.

  54. 2023 Target Compensation Structure

    | NEO | Base Salary ($) | STIP Target Award ($) | LTIP Target Award ($) | Equity(1) ($) | Total ($) | | Baker | 825,000 | 1,031,250 | 990,000 | 1,430,000 | 4,276,250 | | Lawlar | 379,500 | 379,500 | 362,250 | 373,750 | 1,495,000 | | Clary | 345,000 | 345,000 | 341,550 | 345,000 | 1,376,550 | | Brown | 330,000 | 231,000 | 311,850 | 313,500 | 1,186,350 | | Sienko | 315,000 | 220,500 | 297,810 | 299,115 | 1,132,425 | | Roberts | 483,000 | 483,000 | 517,500 | 575,000 | 2,058,500 |

  55. 2023 Target Compensation Structure

    | (1) Consists of the target values for RSUs and PSUs as follows: |

  56. 2023 Target Compensation Structure

    | NEO | RSUs ($) | PSUs ($) | Total Equity Award Value ($) | | Baker | 715,000 | 715,000 | 1,430,000 | | Lawlar | 224,225 | 149,525 | 373,750 | | Clary | 207,000 | 138,000 | 345,000 | | Brown | 187,000 | 126,500 | 313,500 | | Sienko | 178,515 | 120,600 | 299,115 | | Roberts | 345,000 | 230,000 | 575,000 |

  57. 2023 Target Compensation Structure

    | (2) Number of shares awarded is determined by dividing the value of the RSUs and PSUs awarded by the closing price of our common stock on the NYSE on June 21, 2023 ($5.05). |

  58. Summary

    | • | base salaries of our NEOs were increased an average of 11.6% in response to our peer group analysis; |

  59. Summary

    | • | the assessment of our STIP corporate performance was 80% of target with quantitative factors contributing 17% (target of 55%), qualitative factors contributing 38% (target of 30%) and discretionary factors contributing 25% (target of 15%); |

  60. Summary

    | • | the 2021-2023 LTIP resulted in a payout to the NEOs of $56.25 per unit compared to a target of $90 per unit, or 63% of target; and |

  61. Summary

    | • | PSU performance against the peer group achieved above target results due to our TSR ranking of 6th among the 21 peers in our group for the 2021-2023 period earning a 135% multiple. However, absolute TSR was negative, so the multiple is limited to 100%. See 2021-2023 PSU Results on page 60 for further information. |

  62. Base Salary

    Base Salary Design. The committee targets NEO base salaries to be below the 50th percentile among Hecla’s peer group. An individual NEO’s base salary may be set above or below this range for that particular position, depending on the committee’s subjective assessment of the individual NEO’s experience, recent performance and expected future contribution, retention concerns, and the recommendation of our CEO (other than for himself). The committee does not use a quantitative formula to determine the base salary levels of any of the NEOs. The committee reviews NEO salaries at least annually as part of its overall competitive market assessment, as previously described. Typically, the committee makes annual salary adjustments in the middle of each calendar year, effective for the 12-month period from July 1 to June 30. Analysis and Decision. In June 2023, the committee reviewed an analysis prepared by the Company’s human resources department. The Committee adjusted each of the NEOs’ compensation (increases from 5% to 15%) to better align their compensation levels to the current peer group medians for 2023. The following table shows annual base salaries for all NEOs from July 1, 2022 through December 31, 2023:

  63. Incentive Plans

    Incentive Plans

  64. STIP

    STIP Consistent with Hecla’s pay-for-performance philosophy, substantially all salaried employees, including our NEOs, are eligible to participate in the STIP. In February 2023, the committee reviewed and approved the proposed 2023 STIP goals. In February 2024, the committee reviewed the Company’s 2023 performance, and approved a STIP pool based on the performance. Target Opportunities. Each NEO has a target STIP award expressed as a percentage of base salary. The target award is determined based on the following: market analysis and the committee’s market positioning assessment; the individual NEO’s organization level, scope of responsibility and ability to impact Hecla’s overall performance; and internal equity among the NEOs. Actual awards are paid after the end of the STIP performance period (usually end of March or beginning of April) and can range from 0% to 200% of the target awards, based on the committee’s assessment of the Company’s actual performance and the achievement of an individual NEO’s goals. Having a limit on our STIP awards reduces the likelihood of windfalls to executives and encourages financial discipline. It is also consistent with typical peer group practice. For 2023, target STIP award opportunities for the NEOs were as follows:

  65. STIP

    | NEO | Target STIP (% of base salary) | | Baker | 125% | | Lawlar | 100% | | Clary | 100% | | Brown | 70% | | Sienko | 70% | | Roberts* | 100% |

  66. STIP

    | * Mr. Roberts retired from the Company on December 15, 2023. |

  67. STIP

    Performance Measures and Components. Our management develops proposed targets and goals for each Company performance measure based on a variety of factors, including historical corporate performance, internal budgets, forecasts and growth targets, market expectations and strategic objectives. The committee reviews the targets and goals, and then creates a performance-based compensation strategy consistent with shareholder interests. The committee also believes incentive compensation targets should be established to drive real and sustainable improvements in operating performance and the strategic position of the Company. The STIP includes the following components and relative weights:

  68. STIP

    | • | quantitative corporate performance factors (measured from January to December) comprising 55% of the targeted award; |

  69. STIP

    | • | qualitative goals (measured from February 2023 to February 2024) comprising 30% of the targeted award; and |

  70. STIP

    | • | a discretionary factor (measured from February 2023 to February 2024) as determined by the committee comprising 15% of the targeted award. |

  71. STIP

    Each component can achieve two times the target percentage, with the maximum total payout limited to two times the total target award level (200%). Quantitative Corporate Performance Factors. For 2023, the quantitative corporate performance factors under the STIP were divided into four factors (including weighting): production (20%), EBITDA less capital (20%), Exploration (10%), and ESG (5%). The quantitative goals comprise 55% of the targeted STIP and can reach a maximum of 110%.

  72. Summary of 2023 STIP Results

    Summary of 2023 STIP Results In summary, 2023 was a difficult year for Hecla, due in large part to two abnormal events that occurred that were largely outside of Hecla’s control. The first event was the failure of the impoundment at Casa Berardi, and the second was the fire that occurred in the #2 shaft at our Lucky Friday mine. The impoundment failure contributed to the earlier than planned closure of the East mine, which significantly impacted gold production, and increased costs. Casa Berardi used the event to make some positive operational changes to improve efficiency at the mine, but regardless, the event precluded Casa Berardi from achieving its 2023 budgeted production and operating cash flow. Through the first six months of the year, the Lucky Friday mine performed very well. However, the shaft fire caused a shutdown of production for the second half of the year and resulted in elevated costs and lower than budgeted silver production. The Lucky Friday mine fell below target in both production and operating cash flow in 2023. In addition to these two events, our Keno Hill mine did not achieve budget levels for production or cash flow, and the safety performance was unacceptable. Changes to mine management were made in December, and operating results are improving, but overall performance for 2023 was below expectations. Our Greens Creek mine performed well over the course of 2023. Both Greens Creek and Lucky Friday had excellent safety results during 2023.

  73. Summary of 2023 STIP Results

    | 2023 STIP Results | Performance Value | | Quantitative | | | Production | 0% | | Adjusted EBITDA less capital | 0% | | Exploration | 14% | | Environmental, Social & Governance | 3% | | • AIFR (0%) | | | • Increase in ESG Scores (1.5%) | | | • Diversity of Management and Professional Staff (1.5%) | | | Qualitative | 38% | | Discretionary | 25% | | Total Performance Value | 80% |

  74. Summary of 2023 STIP Results

    NEO Year-end 2023 Individual Performance. The STIP qualitative, quantitative, and discretionary factors resulted in a corporate performance that the committee concluded to be 80% of target. NEOs’ performance is based on a combination of corporate performance, individual goals, and the impact they have on shareholder value. The committee believes that our NEOs’ performance goals should support and help achieve the Company’s strategic objectives and be tied to their areas of responsibility. Individual performance goals for each NEO, except the CEO, were proposed by the CEO and reviewed and approved by the committee. After the end of the year, our CEO reviews each of the other NEO’s progress against their individual performance goals and makes a recommendation to the committee. When making its award determinations, the committee did not assign a specific weighting to any of the individual’s goals, but instead reviewed each NEO’s progress against their individual goals in the aggregate. The following is a summary description of the performance goal results for each of the NEOs for 2023, except our CEO, who is discussed separately on the following page.

  75. Summary of 2023 STIP Results

    | Mr. Lawlar | Year-end 2023 Performance Results | | | • managed the insurance program and successfully worked to obtain insurance proceeds related to the 2023 fire at the Lucky Friday mine; • managed working capital and debt facilities during the investment at Keno Hill and 6-month shutdown at the Lucky Friday mine; and • worked with management at mine sites to ensure concentrate quality was within customer specifications. | | Mr. Clary | Year-end 2023 Performance Results | | | • improved network service and security at all operations; • increased the ratio of female to male professionals; and • enhanced recruiting programs at targeted universities. | | Mr. Brown | Year-end 2023 Performance Results | | | • managed the acquisition of ATAC Resources in the Yukon, Canada; • instrumental in advancing our ESG program; and • successfully led the effort to maintain net zero Scope 1 and Scope 2 CO2e emissions. | | Mr. Sienko | Year-end 2023 Performance Results | | | • resolved several regulator/litigation matters; • assisted in obtaining insurance proceeds; and • assisted in obtaining a U.S. patent on the UCB mining method. |

  76. Summary of 2023 STIP Results

    CEO Year-end 2023 Performance. Under Mr. Baker’s leadership in 2023, we overcame significant operational challenges. Hecla reported the second largest silver reserves, largest gold resource, and second highest silver production and revenues in our history despite the Lucky Friday mine losing five months of production due to a fire. An underground fire in an active mine is one of the most serious and potentially consequential challenges a mining company can face. Mr. Baker exhibited strong leadership during the event, combining both caution and urgency during extinguishment of the fire and subsequent rehabilitation of affected infrastructure. The mine returned to production in early January 2024. During 2023, our Greens Creek mine achieved record throughput and generated $157.3 million in cash flow from operations and free cash flow of $121.6 million. At Keno Hill, Mr. Baker responded to unacceptable safety performance during mine ramp-up by instituting significant personnel changes to assure Hecla’s standard safety systems and practices were fully implemented. At Casa Berardi, results from the initial transition to surface-only mining operations are exceeding expectations. Outside of Hecla, Mr. Baker continued his contributions to the industry as Chairman of The Silver Institute, a non-profit international industry association representing companies across the breadth of the silver industry. The committee awarded Mr. Baker 90% of his targeted STIP award due to his leadership and the overall performance of the Company. The committee evaluated each NEO’s performance in managing their functions, the progress made towards their individual goals and the Company’s goals as discussed above, as well as the overall success of the Company in 2023. The NEOs completed various goals during the year, but the overall performance of the Company exceeded expectations during 2023. As a result, the committee determined each of the NEO’s performance under the STIP to be between 78% and 93% of target.

  77. 2023 STIP Award Summary

    2023 STIP Award Summary Set forth in the table below is each NEO’s target award and actual award, which was paid in cash or common stock at the election of the NEO.

  78. 2023 STIP Award Summary

    | Name | Base Salary ($) | Base Salary Factor (%) | Target STIP ($) | % of Target(1) (%) | Cash Award(2) ($) | Shares Received in Lieu of Cash(3) (#) | | Baker | 825,000 | 125 | 1,031,250 | 90 | 928,125 | — | | Lawlar | 379,500 | 100 | 379,500 | 80 | 303,600 | 68,378 | | Clary | 345,000 | 100 | 345,000 | 85 | 293,250 | — | | Brown | 330,000 | 70 | 231,000 | 92.86 | 214,500 | 48,311 | | Sienko | 315,000 | 70 | 220,500 | 78.57 | 173,250 | 39,020 | | Roberts(4) | 483,000 | 100 | 483,000 | — | — | — |

  79. 2023 STIP Award Summary

    | (1) The percentages listed for each of the NEOs (other than Mr. Baker), generally include corporate achievement of goals and individual performance. |

  80. 2023 STIP Award Summary

    | (2) The amount reported in this column was paid in cash or Hecla common stock, at the election of the NEO, and is included in the Summary Compensation Table for 2023 on page 67 under Non-Equity Incentive Plan Compensation. Messrs. Baker and Clary opted to take cash in lieu of common stock for their STIP awards. All other NEO’s took the common stock option. |

  81. 2023 STIP Award Summary

    | (3) Except for Messrs. Baker and Clary, all 2023 STIP awards were paid in Hecla common stock. Messrs. Baker and Clary elected to take the cash instead of common stock. The amount of shares was determined by dividing the cash value of the award by the closing price of the Company’s common stock on the NYSE on March 13, 2024 ($4.44). |

  82. 2023 STIP Award Summary

    | (4) Mr. Roberts retired on December 15, 2023, and was not eligible for the 2023 STIP. |

  83. LTIP

    LTIP We use the LTIP to focus employees on meeting long-term (three-year) corporate performance goals. The LTIP is also designed to attract and retain employees in a highly competitive market for talent. The committee considers mining and general industry market practices, as well as the long-term objectives of the Company, when determining the terms and conditions of long-term incentive goals, such as resource additions, production, and cash flow generation. Under the LTIP, a new performance period begins each calendar year and runs for three years. The three-year performance period recognizes that some value-creating activities require a significant period of time to be implemented and for measurable results to accrue. Starting a new performance period each year also gives the committee flexibility to adjust for new business conditions, circumstances, or priorities in setting the performance metrics and goals for each three-year cycle. Performance units are assigned to each NEO at the beginning of each three-year period and provide the basis for the amount of awards made to each NEO under the LTIP. Performance units are designed to encourage management to deliver long-term value. Performance units reinforce Hecla’s business strategy by clearly establishing our key performance elements (e.g., reserve growth, production growth, and cash flow) and the associated long-term performance objectives that must be met for us to be successful and create value for shareholders. LTIP awards are paid out in the first half of the year following the end of each performance period, upon approval by the committee. At the discretion of the committee, the payouts may be in the form of cash, common stock, or a combination of both. Summary of 2021-2023 LTIP. In February 2021, the committee approved the 2021-2023 LTIP, which has a target value of $90 per unit and a maximum potential value of $525 per unit. The 2021-2023 LTIP consists of three performance goals, plus a TSR multiplier. Payout under the LTIP takes place in late March or early April of the year following the three-year LTIP period, upon approval by the committee. The measured performance goals for the 2021-2023 LTIP were silver-equivalent reserve growth, production growth, and cash flow generation – as well as a positive or negative multiplier based on TSR. The committee concluded these goals were important for the following reasons:

  84. LTIP

    | • | Silver equivalent reserve growth. Silver-equivalent reserve growth remains a fundamental value creator. We need to replace and add reserves to extend mine lives and grow production. This is critical to the achievement of our long-term success. In the context of this plan, reserves include the silver equivalent of gold but not base metals. Silver equivalent reserve and resource growth included gold converted to silver equivalent at a ratio of one ounce of gold to 70.0 ounces of silver. |

  85. LTIP

    | • | Production growth. One of the most important components of value creation is demonstrable production growth (includes silver and gold, but not base metals). The gold to silver ratio is set at 70.0. In order to incentivize consistent and sustained production growth, the performance value will be reduced by 10% for any year, within the three-year LTIP period when the production for the current year is lower than the production for the prior year. |

  86. LTIP

    | • | Mine site operating cash flow less capital. We endeavor to ensure that each operating site generates free cash flow, and this net cash contribution goal reflects that operating philosophy. The silver and gold costs per ounce, production and capital expenditures at each mine site were those contained in our long-range plan for the three-year period. This goal also includes the impact associated with any acquisitions (or dispositions) of operating mine sites. |

  87. LTIP

    TSR is a key element of the LTIP because it provides a relative performance metric to our peers. This component of the LTIP is different than the other components in that the TSR serves as a multiplier (either positive or negative). This component insures alignment of the results of the other components with share performance. If our relative TSR performance is in the mid-range (9th – 14th), the multiplier is 100% of the value achieved by the other three components, and thus has no positive or negative affect on the unit value earned. If our relative TSR is in the top 8, the multiplier is positive, and thus would enhance the unit value because the relative TSR was strong. If our relative TSR is in the bottom 9, the multiplier is negative and would reduce the overall value earned through the three-unit value factors. Regardless of the unit value earned by the unit value factors, in the event the absolute TSR is negative, the multiplier is limited to no greater than 100% of the value earned by the unit value factors. In order to achieve maximum levels, we must maintain a positive TSR on an absolute basis.

  88. 2021-2023 LTIP Targets and Results

    2021-2023 LTIP Targets and Results

  89. 2021-2023 LTIP Targets and Results

    | Measured Performance Goal | Target Amount | Actual Amount | | Silver-equivalent reserve growth (includes only gold) | 4 million AgEq | 33.0 million AgEq | | Production growth | 84 million AgEq | 78.0 million AgEq | | Mine site operating cash flow less capital | $775 million | ($483) million | | TSR | Median | Above Median |

  90. 2021-2023 LTIP Targets and Results

    Reserve Growth. During the first two years of the 2021-2023 Plan period, we had strong growth in the reserves, but experienced a decrease in reserves in the third year. In 2021, reserves increased 35M AgEq ounces, largely due to drilling results. In 2022, reserves grew 29M AgEq ounces primarily due to the acquisition of Keno Hill. In 2023, reserves decreased 30M AgEq ounces primarily due to operational changes at Casa Berardi. Over the three years, we replaced both production (78M AgEq) and reserves losses and increased our total reserve by 33M AgEq ounces from the beginning balance. The reserve growth program added about 1 year of mine life. The additional 33 million AgEq ounces resulted in a payout of $56.25 per unit. Production Growth. Production growth was largely on target during 2021 and 2022, but below target in 2023 due to the underperformance at Keno Hill, fire at Lucky Friday, and East Mine closure at Casa Berardi. The 3-year summary resulted in the production of 78 million AgEq or 7% below target. The unit value for the production component was $0. Cash Flow. Cash flows for each year of the three-year LTIP period were far below threshold. The reason for the below threshold result was a combination of using fixed metals prices but actual expenditures during the LTIP period, under producing at Casa Berardi, Lucky Friday, and Keno Hill. The three-year mine site cash flow less capital was $483 million for the three-year period, but $292 million below target. The unit value for the cash flow component was $0. TSR. Hecla’s relative TSR over the three-year LTIP period ranked 8th among the 23 peer companies (inclusive of Hecla) and earned a 135% multiple. However, because the absolute TSR over the three-year period was negative, according to the terms of the Plan, the multiplier is capped at 100% of the underlying unit value. The total value for the 2021-2023 LTIP is $56.25 per unit.

  91. 2021-2023 LTIP Award Summary

    2021-2023 LTIP Award Summary The 2021-2023 LTIP achieved a payout of $56.25 per unit, which was $33.75, or 37% below target for the performance period. The following chart shows the number of performance units awarded in 2021 to each NEO, the unit value achieved, the total amount of the award (number of units x $56.25 = total award value). The committee approved the 2021-2023 LTIP awards be paid in the form of Hecla common stock.

  92. 2021-2023 LTIP Award Summary

    | Name | 2021-2023 Performance Units (#) | Unit Value ($) | Total Amount of Award(1) ($) | Number of Shares Received(2) (#) | | Baker | 9,000 | 56.25 | 506,250 | 114,020 | | Lawlar | 3,000 | 56.25 | 168,750 | 38,007 | | Clary | 3,000 | 56.25 | 168,750 | 38,007 | | Brown | 3,000 | 56.25 | 168,750 | 38,007 | | Sienko | 3,000 | 56.25 | 168,750 | 38,007 | | Roberts(3) | 4,000 | — | — | — |

  93. 2021-2023 LTIP Award Summary

    | (1) The amount reported in this column was paid in equity to the NEO and is also reported (in its dollar value) in the Summary Compensation Table for 2023 on page 67 under “Non-Equity Incentive Plan Compensation.” |

  94. 2021-2023 LTIP Award Summary

    | (2) The equity of the 2021-2023 LTIP award was determined by dividing the cash value of the award by the closing price of the Company’s common stock on the NYSE on March 13, 2024 ($4.44). |

  95. 2021-2023 LTIP Award Summary

    | (3) Mr. Roberts retired from the Company on December 15, 2023 and was not eligible for the 2021-2023 LTIP award. |

  96. RSUs

    RSUs RSUs are granted to the NEOs under the 2010 Stock Plan. RSUs are used to (i) retain our NEOs, and (ii) to align their interests with the long-term interests of our shareholders. The committee awarded RSUs to each NEO in June 2023. The RSUs vest in three equal amounts with vesting dates of June 21, 2024, June 21, 2025, and June 21, 2026. See Grants of Plan-Based Awards for 2023 on page 69. In December 2014, the committee amended the 2010 Stock Plan and KEDCP so that any RSUs vesting after 2014 would no longer be credited with dividend equivalents. In order to incentivize RSU recipients to continue working for the Company, RSU awards require both an age and years of service trigger in order to qualify for vesting of the RSUs as of the employee’s retirement. The 2010 Stock Plan provides that for purposes of the RSU awards, RSU recipients who retire under the Retirement Plan must be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have seven or more years of service with the Company; or (iii) 68, in order to receive their unvested RSUs after retirement. If one of the above requirements is met, the recipients will receive their RSUs on the applicable vesting dates. In 2023, we granted RSUs to approximately 162 employees under the 2010 Stock Plan, including the NEOs as follows:

  97. RSUs

    | NEO | Value of RSUs Units ($) | Number of Shares(1) (#) | | Baker | 715,000 | 141,584 | | Lawlar | 224,225 | 44,401 | | Clary | 207,000 | 40,990 | | Brown | 187,000 | 37,030 | | Sienko | 178,515 | 35,350 | | Roberts(2) | 345,000 | 68,317 |

  98. RSUs

    | (1) Number of shares was determined by dividing the value of the RSUs awarded by the closing price of our common stock on the NYSE on June 21, 2023 ($5.05). |

  99. RSUs

    | (2) Mr. Roberts retired on December 15, 2023, and as a result, any remaining unvested restricted stock units were forfeited. |

  100. PSUs

    PSUs We grant PSUs to certain executive officers, including our NEOs. The value of the awards is based on the ranking of the TSR performance of our common stock relative to the TSR performance of the common stock of a group of peer companies over a three-year measurement period. The number of shares to be issued is based on the target value of the awards divided by the share price at grant date. The compensation cost is measured using a Monte Carlo simulation to estimate their value at grant date. In June 2023, the committee granted PSUs to our NEOs with the target values listed below. The value of these PSUs will be based on the TSR of our common stock for the three-year period from January 1, 2023, through December 31, 2025, based on the percentile rank listed below within a group of peer companies.

  101. PSUs

    | NEO | Target Value of PSUs ($) | Number of Shares(1) (#) | | Baker | 715,000 | 141,584 | | Lawlar | 149,525 | 29,609 | | Clary | 138,000 | 27,327 | | Brown | 126,500 | 25,050 | | Sienko | 120,600 | 23,881 | | Roberts(2) | 230,000 | 45,545 |

  102. PSUs

    | (1) Number of shares was determined by dividing the target value of the PSUs by the closing price of our common stock on the NYSE on June 21, 2023 ($5.05). |

  103. PSUs

    | (2) Mr. Roberts retired on December 15, 2023 and as a result, any unvested PSUs were forfeited. |

  104. PSUs

    | Company TSR Rank Among Peers | TSR Performance Multiplier | | 25th percentile | Threshold award at 25% of target | | 40th - 60th percentile | Target award at grant value | | 100th percentile | Maximum award at 200% of target |

  105. PSUs

    If Hecla’s performance is below the 25th percentile, the award is zero. If Hecla’s performance is between the 40th and 60th percentile, the award is at target. If Hecla’s performance is between the 60th and 100th percentiles, the award is prorated. For any award, the number of shares issued at the conclusion of the three-year performance period (December 31, 2025), will be determined by using the share price on the date of original grant (June 21, 2023) of $5.05. Hecla’s TSR performance versus that of our peer group will be based on a comparison of the average closing share price over the last sixty (60) calendar days prior to January 1, 2023 (the base price) with the average closing share price over the last sixty (60) calendar days of the three-year performance period to determine relative share value performance and ranking among peers. The industry peer group used for purposes of the 2023-2025 TSR PSUs discussed above is listed on page 45.

  106. 2021-2023 PSU Results

    2021-2023 PSU Results In February 2024, the committee certified the results of the PSUs granted in 2021 to our executive officers. These PSUs had a three-year performance period ended December 31, 2023, with vesting and payout based on the Company’s TSR compared to our TSR peer group (consisting of 21 companies and funds) from January 1, 2021 through December 31, 2023. The following table shows the calculation of the PSU results at the end of the three-year performance period on December 31, 2023. During this three-year performance period, Hecla ranked 6th among the 21 peer group companies based on TSR from 2021 through 2023, which resulted in a payout percentage of 175% of the executives’ targeted PSU award values. To determine the relative share performance, Hecla’s TSR performance versus that of TSR peer group companies was based on a comparison of the average closing share price over the last sixty (60) calendar days prior to January 1, 2021 (the base price) with the average closing share price over the last sixty (60) calendar days of the three-year performance period (ended December 31, 2023). The table below details the value of the PSUs based on the estimated outcome as of the date of grant. These values for the 2021 PSUs are reflected in the applicable Grants of Plan-Based Awards for 2021 table from our 2022 Proxy Statement, and the realized value of the common stock received upon settlement of the awards on February 26, 2024.

  107. 2021-2023 PSU Results

    | Executive | Target Number of PSUs Granted in 2021 (#) | Value of Awards Reported as Compensation in Year of Grant(1) ($) | Number of 2021 PSUs Earned (#) | Realized Value of Awards(2) ($) | | Baker | 63,452 | 869,292 | 111,041 | 393,085 | | Lawlar | 13,959 | 191,238 | 24,428 | 86,475 | | Clary | 13,959 | —(3) | 24,428 | 86,475 | | Brown | 13,325 | 182,553 | 23,319 | 82,549 | | Sienko | 12,690 | 173,853 | 22,208 | 78,616 | | Roberts | 19,036 | 260,793 | —(4) | — |

  108. 2021-2023 PSU Results

    | (1) Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules, and do not reflect the actual economic value that was realized by the NEO at the end of the relevant three-year performance period. |

  109. 2021-2023 PSU Results

    | (2) Reflects the closing price of our common stock on February 26, 2024 ($3.54), the date on which the executive’s received the shares underlying their 2021-2023 PSUs. |

  110. 2021-2023 PSU Results

    | (3) Mr. Clary was not listed as an NEO in our 2022 Proxy Statement, so his PSU grant was not previously reported. |

  111. 2021-2023 PSU Results

    | (4) Mr. Roberts retired on December 15, 2023, and as a result, his 2021-2023 PSUs were forfeited. |

  112. Other

    Other Nonqualified Deferred Compensation Plan. We maintain the KEDCP, a nonqualified deferred compensation plan, under which participants may defer all or a portion of their annual base salary, performance-based compensation awarded under our STIP and LTIP, RSUs and PSUs granted under the 2010 Stock Plan. Participants may elect to have their deferred base salary, STIP (cash or common stock) or LTIP (cash or common stock) awards credited to an investment (cash award) or stock account (for stock awards only). Deferred RSUs and PSUs may also be credited to a stock account. The deferral features promote alignment of the interests of participants with those of our shareholders. Investment accounts are credited monthly with an amount based on the prime rate for corporate borrowers. Participants receive distributions from their accounts only upon separation from service with us, a fixed date or schedule selected by the participant, death, disability, an unforeseeable emergency, or a change in control, as these events are defined under Section 409A of the Internal Revenue Code. The amounts deferred are unfunded and unsecured obligations of Hecla, receive no preferential standing, and are subject to the same risks as any of our other general obligations. Additional details about the KEDCP are described in the narrative accompanying the Nonqualified Deferred Compensation for 2023 table on page 75. Benefits. We provide our employees with a benefits package that is designed to attract and retain the talent needed to manage Hecla. As part of that benefits package, most U.S. salaried employees, including the U.S. NEOs, are eligible to participate in the Retirement Plan, health, vision, dental plans, PTO plans such as vacations and holidays, and our 401(k) plan, which includes matching contributions by Hecla of up to 6%. Canadian NEOs are eligible to participate in a similar benefits package. NEOs are eligible to receive certain additional benefits, as described below. The committee intends for the type and value of such benefits offered to be competitive with general market practices. Other Qualified and Nonqualified Benefit Plans. Under the Final Average Salary Retirement Plan, which is a defined benefit plan, upon normal retirement, participants are eligible to receive a monthly benefit equal to a certain percentage of their final eligible Average Annual Earnings for each year of credited service. Participants in the Cash Balance Retirement Plan, which is a defined benefit plan, are eligible to take a lump sum distribution of their benefits. Additional details about the Retirement Plans are in the narrative accompanying the Pension Benefits table on page 73. Under the SERP, the amount of any benefits not payable under the Retirement Plan because of the limitations imposed by the Internal Revenue Code and/or the Employee Retirement Income Security Act (“ERISA”), and certain reductions of benefits, if any, due to a deferral of salary made under our KEDCP, may be paid out of our general funds, or a Rabbi Trust, to employees who are adversely affected. The Retirement Plan and SERP defined eligible earnings for purposes of the plans to include base salary plus any other cash incentives up until July 1, 2013, after which only base salary plus one-half of STIP compensation is included (no LTIP compensation is included). Personal Benefits. We do not provide company-paid cars, country club memberships, or other similar perquisites to our executives. The only material personal benefit provided by Hecla is a relocation benefit, which is offered as needed to meet specific recruitment needs.

  113. Change in Control Agreements

    Change in Control Agreements We have entered into change in control agreements (“CIC Agreements”) with each of our NEOs. Under the terms of our CIC Agreements, the CEO and the other NEOs are entitled to payments and benefits upon the occurrence of specified events, including termination of employment (with or without cause) following a change in control of the Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of calendar year-end, are described in detail in the section titled Potential Payments Upon Termination or Change in Control on page 76. The committee believes that these CIC Agreements are important for a number of reasons, including providing reasonable compensation opportunities in the unique circumstances of a change in control that are not provided by other elements of our compensation program. Further, change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key executives will leave Hecla before a transaction closes. The committee also believes these agreements motivate the executives to make decisions that are in the best interests of our shareholders in the event of a pending change in control. These agreements provide executives with the necessary job stability and financial security during a change in control transaction and the subsequent period of uncertainty to help them stay focused on managing Hecla rather than on their own personal employment situation. The committee believes that all these objectives (i) serve our shareholders’ interests, (ii) are an essential component of the executive compensation program and, (iii) are necessary to attract and retain senior talent in the highly competitive talent market in which we compete. The change in control provisions were developed by the Company and the committee based on market and industry competitive practices. The Company and the committee periodically review the benefits provided under the CIC Agreements to ensure that they serve our interests in retaining our key executives, are consistent with market and industry practice, and are reasonable.

  114. Compensation Program Design Protections

    | • | the Board reviews the Company’s strategic plan and long-term financial and operational plans, and approves the capital budget, which serve as the basis for setting short- and long-term incentive goals. Goals are intended to drive shareholder value and are set relative to the approved budget, historical and future expected performance, and a reasonable amount of stretch so they do not encourage imprudent risk taking; |

  115. Compensation Program Design Protections

    | • | our short-term incentive program provides variable pay opportunities for certain position levels based on achievement of multiple short-term performance goals. Goals are set at reasonable levels and payouts are managed as a percentage of pay; |

  116. Compensation Program Design Protections

    | • | the maximum awards that may be paid to executive officers under the short- and long-term incentive programs are capped, and the committee retains the discretion to reduce payouts under the plans; |

  117. Compensation Program Design Protections

    | • | the largest amount of executive incentive compensation opportunity is generally tied to long-term incentive compensation that emphasizes sustained Company performance over time. This reduces the incentive for executives and other employees to take risks that might increase short-term compensation at the expense of longer-term Company results; and |

  118. Compensation Program Design Protections

    | • | equity awards have multi-year vesting, and RSU awards for executives are counted towards their stock ownership guidelines. This aligns the long-term interests of our NEOs and other executives with those of our shareholders and discourages taking short-term risks at the expense of longer-term performance. |

  119. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following compensation tables provide information regarding the compensation of our CEO, Senior Vice President – Chief Financial Officer, and three other most highly compensated officers for the calendar year ended December 31, 2023, determined in accordance with SEC rules.

  120. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation ($) | Total ($) | | Phillips S. Baker, Jr. CEO | 2023 | 784,375 | 1,216,206(5) | 1,434,375 | 685,029 | 22,569(8) | 4,142,554 | | | 2022 | 722,917 | 1,205,255 | 2,630,625 | — | 21,069 | 4,579,866 | | | 2021 | 664,792 | 1,370,005 | 885,500 | 824,973 | 19,830 | 3,765,100 | | Russell D. Lawlar Senior Vice President – Chief Financial Officer | 2023 | 352,688 | 329,041(5) | 472,350 | 38,428 | 22,569(8) | 1,215,076 | | | 2022 | 294,792 | 306,052 | 674,891 | — | 20,818 | 1,296,553 | | | 2021 | 245,209 | 361,398 | 185,500 | 39,682 | 19,270 | 851,059 | | Michael L. Clary(9) Senior Vice President – Chief Administrative Officer | 2023 | 320,625 | 303,738(5) | 462,000 | 1,353,530 | 22,463(8) | 2,462,356 | | | 2022 | 281,042 | 282,509 | 778,688 | — | 20,711 | 1,362,950 | | Robert D. Brown(10) Vice President – Corporate Development & Sustainability | 2023 | 315,000 | 275,679(5) | 383,250 | 86,114(6) | 8,066(8) | 1,068,109 | | | 2022 | 282,000 | 268,235 | 761,250 | — | 20,415 | 1,331,900 | | | 2021 | 264,000 | 342,705 | 237,600 | 73,393 | 19,440 | 937,138 | | David C. Sienko Vice President – General Counsel | 2023 | 306,875 | 263,057(5) | 342,000 | —(7) | 22,420(8) | 934,352 | | | 2022 | 281,042 | 268,235 | 671,250 | — | 20,711 | 1,241,238 | | | 2021 | 265,000 | 323,999 | 214,650 | 43,798 | 19,389 | 866,836 | | Lauren M. Roberts Former Senior Vice President – Chief Operating Officer | 2023 | 448,875 | 506,230(5) | — | 287,623 | 29,999(8) | 1,272,727 | | | 2022 | 398,336 | 470,849 | 1,041,000 | 133,033 | 21,069 | 2,064,287 | | | 2021 | 380,000 | 486,004 | 418,000 | 314,706 | 19,830 | 1,618,540 |

  121. Summary Compensation Table for 2023

    | (1) Salary amounts include base salary both earned and paid in cash during the calendar year listed. |

  122. Summary Compensation Table for 2023

    | (2) Represents RSUs awarded, and PSUs granted in each of the calendar years for 2023, 2022 and 2021. The amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2023 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024 RSUs generally vest in three substantially equal annual installments beginning on June 21 of the year following the date of grant. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. Please see the Grants of Plan-Based Awards for 2023 table on page 69 for more information about the awards granted in 2023. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of a relevant three-year performance period. |

  123. Summary Compensation Table for 2023

    | (3) This column represents the performance payments awarded and earned by the NEOs for the calendar years 2023, 2022 and 2021 under our STIP and for the LTIP plan periods 2021-2023, 2020-2022, and 2019-2021. The 2021 STIP and 2022 STIP awards were paid in cash. The 2020-2022 LTIP awards were paid in cash. There was no payout for the 2019-2021 LTIP. At the election of the NEO, the award for the 2023 STIP was paid |

  124. Summary Compensation Table for 2023

    | either in cash or in common stock of the Company, and the 2021-2023 LTIP award was paid 100% in common stock of the Company. See 2023 STIP Award Summary table on page 56 for the amount of shares received by each NEO. The awards for each of the plan years are as follows: |

  125. Summary Compensation Table for 2023

    | Name | Year | STIP Award ($) | LTIP Plan Period | LTIP Units (#) | Unit Value ($) | LTIP Award ($) | Total STIP and LTIP ($) | | Baker | 2023 | 928,125 | 2021-2023 | 9,000 | 56.25 | 506,250 | 1,434,375 | | | 2022 | 1,640,625 | 2020-2022 | 8,000 | 123.75 | 990,000 | 2,630,625 | | | 2021 | 885,500 | 2019-2021 | 10,000 | — | — | 885,500 | | Lawlar | 2023 | 303,600 | 2021-2023 | 3,000 | 56.25 | 168,750 | 472,350 | | | 2022 | 419,100 | 2020-2022 | 2,067 | 123.75 | 255,791 | 674,891 | | | 2021 | 185,500 | 2019-2021 | 1,267 | — | — | 185,500 | | Clary | 2023 | 293,250 | 2021-2023 | 3,000 | 56.25 | 168,750 | 462,000 | | | 2022 | 525,000 | 2020-2022 | 2,050 | 123.75 | 253,688 | 778,688 | | Brown | 2023 | 214,500 | 2021-2023 | 3,000 | 56.25 | 168,750 | 383,250 | | | 2022 | 390,000 | 2020-2022 | 3,000 | 123.75 | 371,250 | 761,250 | | | 2021 | 237,600 | 2019-2021 | 3,000 | — | — | 237,600 | | Sienko | 2023 | 173,250 | 2021-2023 | 3,000 | 56.25 | 168,750 | 342,000 | | | 2022 | 300,000 | 2020-2022 | 3,000 | 123.75 | 371,250 | 671,250 | | | 2021 | 214,650 | 2019-2021 | 3,000 | — | — | 214,650 | | Roberts* | 2023 | — | 2021-2023 | — | — | — | — | | | 2022 | 546,000 | 2020-2022 | 4,000 | 123.75 | 495,000 | 1,041,000 | | | 2021 | 418,000 | 2019-2021 | 3,222 | — | — | 418,000 |

  126. Summary Compensation Table for 2023

    | * Mr. Roberts retired on December 15, 2023, and as a result, he was not eligible for the 2023 STIP or 2021-2023 LTIP awards. |

  127. Summary Compensation Table for 2023

    | (4) The amounts in this column for 2023 are changes between December 31, 2023 and December 31, 2022 in the actuarial present value of the accumulated pension benefits. |

  128. Summary Compensation Table for 2023

    | (5) Includes: (i) RSUs granted to each NEO on June 21, 2023, and (ii) PSUs awarded to each NEO on June 21, 2023. See Grants of Plan-Based Awards for 2023 table on page 69 and PSUs on page 59 for a description of the PSUs. |

  129. Summary Compensation Table for 2023

    | (6) As a non-U.S. citizen, Mr. Brown is not a participant in the Retirement Plan, but he does participate in the SERP. In lieu of participation in the Retirement Plan, Mr. Brown is expected to receive a similar supplemental benefit as if he had participated in this plan. See Retirement Plan on page 73 for a description of non-U.S. employee’s retirement benefits. |

  130. Summary Compensation Table for 2023

    | (7) During 2023, Mr. Sienko became eligible for an early retirement under the Pension Plan. While Mr. Sienko earned more service time in 2023, the present value of his accumulated pension benefit decreased ($18,803) due to calculating the value of an early retirement as opposed to the value of an ordinary retirement at age 65. Per SEC rules, we have shown zero in this column of the Summary Compensation Table for Mr. Sienko for calendar year-end 2023 rather than his negative change in pension value. |

  131. Summary Compensation Table for 2023

    | (8) Includes the following: |

  132. Summary Compensation Table for 2023

    | NEO | Matching 401(k) Contribution ($) | Annual Life Insurance Premium ($) | Unused Vacation ($) | Total ($) | | Baker | 19,800 | 2,769 | — | 22,569 | | Lawlar | 19,800 | 2,769 | — | 22,569 | | Clary | 19,800 | 2,663 | — | 22,463 | | Brown | 6,600(i) | 1,466(ii) | — | 8,066 | | Sienko | 19,800 | 2,620 | — | 22,420 | | Roberts | 19,800 | 2,769 | 7,430 | 29,999 |

  133. Summary Compensation Table for 2023

    | (i) This amount was paid to Mr. Brown in lieu of the 401(k) match. Canadian employees are excluded from participation in the 401(k) Plan. Mr. Brown is paid in Canadian funds. The amounts reported are in U.S. dollars based on the applicable exchange rates as reported by the Bank of Canada from time-to-time. |

  134. Summary Compensation Table for 2023

    | (ii) Life insurance premium is paid in Canadian funds. |

  135. Summary Compensation Table for 2023

    | (9) Mr. Clary was appointed Senior Vice President – Chief Administrative Officer in July 2021, but was not an NEO for calendar year-end 2021. |

  136. Summary Compensation Table for 2023

    | (10) Mr. Brown receives his compensation in Canadian funds. The amount reported for Mr. Brown is in U.S. dollars based on the applicable exchange rates as reported by the Bank of Canada from time-to-time during this time period. |

  137. Summary Compensation Table for 2023

    The following table shows all plan-based awards granted to the NEOs during 2023.

  138. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023

  139. Grants of Plan-Based Awards for 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(1) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Phillips S. Baker, Jr. | | | | | | | | | | | RSUs(2) | 6/21/23 | | | | | | | 141,584 | 714,999 | | PSUs(3) | 6/21/23 | | | | 35,396 | 141,584 | 283,168 | | 501,207 | | LTIP(4) | | — | 990,000 | 6,930,000 | | | | | | | STIP(5) | | — | 1,031,250 | 2,062,500 | | | | | | | Russell D. Lawlar | | | | | | | | | | | RSUs(2) | 6/21/23 | | | | | | | 44,401 | 224,225 | | PSUs(3) | 6/21/23 | | | | 7,402 | 29,609 | 59,218 | | 104,816 | | LTIP(4) | | — | 362,250 | 2,535,750 | | | | | | | STIP(5) | | — | 379,500 | 759,000 | | | | | | | Michael L. Clary | | | | | | | | | | | RSUs(2) | 6/21/23 | | | | | | | 40,990 | 207,000 | | PSUs(3) | 6/21/23 | | | | 6,832 | 27,327 | 54,654 | | 96,738 | | LTIP(4) | | — | 341,550 | 2,390,850 | | | | | | | STIP(5) | | — | 345,000 | 690,000 | | | | | | | Robert D. Brown | | | | | | | | | | | RSUs(2) | 6/21/23 | | | | | | | 37,030 | 187,002 | | PSUs(3) | 6/21/23 | | | | 6,263 | 25,050 | 50,100 | | 88,677 | | LTIP(4) | | — | 311,850 | 2,182,950 | | | | | | | STIP(5) | | — | 231,000 | 462,000 | | | | | | | David C. Sienko | | | | | | | | | | | RSUs(2) | 6/21/23 | | | | | | | 35,350 | 178,518 | | PSUs(3) | 6/21/23 | | | | 5,970 | 23,881 | 47,762 | | 84,539 | | LTIP(4) | | — | 297,810 | 2,084,670 | | | | | | | STIP(5) | | — | 220,500 | 441,000 | | | | | | | Lauren M. Roberts* | | | | | | | | | | | RSUs(2) | 6/21/23 | | | | | | | 68,317 | 345,001 | | PSUs(3) | 6/21/23 | | | | 11,386 | 45,545 | 91,090 | | 161,229 | | LTIP(4) | | — | 517,500 | 3,622,500 | | | | | | | STIP(5) | | — | 483,000 | 966,000 | | | | | |

  140. Grants of Plan-Based Awards for 2023

    | * Mr. Roberts retired from Hecla on December 15, 2023. He is not eligible to receive any RSUs, PSUs, LTIP or STIP awards. |

  141. Grants of Plan-Based Awards for 2023

    | (1) The RSU amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2023 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024 (the “Form 10-K”). RSUs generally vest in three substantially equal annual installments beginning on June 21 in the year following the date of |

  142. Grants of Plan-Based Awards for 2023

    | grant. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. The amounts in this column reflect the aggregate grant date fair value of the PSUs for accounting purposes determined in accordance with SEC rules and do not reflect the actual economic value that may be realized by the NEO at the end of the relevant three-year performance period. |

  143. Grants of Plan-Based Awards for 2023

    | (2) Represents the number of RSUs granted on June 21, 2023 to the NEOs under the terms of the 2010 Stock Plan. The restrictions generally lapse for one-third of the RSUs on June 21, 2024, 2025, and 2026, at which time the units are converted into shares of our common stock. The grant date fair value of the RSUs is the number of RSUs multiplied by the closing price of the Company common stock on the grant date of June 21, 2023 ($5.05). |

  144. Grants of Plan-Based Awards for 2023

    | (3) Represents the number of PSUs granted under the 2010 Stock Plan, having a target value for each NEO of: Mr. Baker, $715,000; Mr. Lawlar, $149,525; Mr. Clary, $138,000, Mr. Brown, $126,500, Mr. Sienko, $120,600, and Mr. Roberts, $230,000, with the potential of up to 200% of this target value (subject to specific performance terms and conditions established for these PSUs) awarded to the NEOs under the 2010 Stock Plan. Determination of the actual number of shares to be received in settlement of these PSUs will be based on the TSR of Hecla common stock for the three-year period from January 1, 2023 through December 31, 2025, based on the following percentile rank within peer group companies: |

  145. Grants of Plan-Based Awards for 2023

    | • | 100th percentile rank = maximum award at 200% of target; |

  146. Grants of Plan-Based Awards for 2023

    | • | 40th - 60th percentile rank = target award at grant value; |

  147. Grants of Plan-Based Awards for 2023

    | • | 25th percentile rank = threshold award at 25% of target. |

  148. Grants of Plan-Based Awards for 2023

    | Hecla’s TSR performance versus that of TSR peer group companies will be based on a comparison of the average share price over the last 60 calendar days prior to January 1, 2023 (as the base price) with the average share price the last 60 calendar days of the three-year performance period, plus dividends, to determine relative share value performance and ranking among peers. |

  149. Grants of Plan-Based Awards for 2023

    | (4) Represents the potential value of the payout for each NEO under the 2023-2025 LTIP period if the threshold, target, or maximum goals are satisfied for all performance measures. The potential payouts are performance-driven and therefore completely at-risk. The business measurements and performance goals for determining the payout are described in the CD&A starting on page 56. Dollar amounts shown are valued as follows on a per unit basis: Threshold, $0; Target, $90; and Maximum, $630. The number of units awarded to each NEO for the 2023-2025 LTIP period are as follows: |

  150. Grants of Plan-Based Awards for 2023

    | NEO | 2023-2025 LTIP Units (#) | | Baker | 11,000 | | Lawlar | 4,025 | | Clary | 3,795 | | Brown | 3,465 | | Sienko | 3,309 | | Roberts | — |

  151. Grants of Plan-Based Awards for 2023

    | (5) Represents the potential value of the payout for each NEO under the 2023 STIP described in the CD&A starting on page 51. The total payout to each NEO under the 2023 STIP is described in footnote 3 to the Summary Compensation Table for 2023 on page 67. |

  152. Grants of Plan-Based Awards for 2023

    The following table provides information on the current holdings of stock awards by the NEOs. This table includes unvested RSUs and unvested PSUs.

  153. Outstanding Equity Awards at Calendar Year-End for 2023

    Outstanding Equity Awards at Calendar Year-End for 2023

  154. Outstanding Equity Awards at Calendar Year-End for 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Phillips S. Baker, Jr. | 260,552 | 1,253,255 | | | | | | | 146,726(4) | 705,752 | | | | | 141,584(5) | 681,019 | | Russell D. Lawlar | 80,937 | 389,307 | | | | | | | 29,345(4) | 141,149 | | | | | 29,609(5) | 142,419 | | Michael L. Clary | 75,269 | 362,044 | | | | | | | 27,088(4) | 130,293 | | | | | 27,327(5) | 131,443 | | Robert D. Brown | 69,380 | 333,718 | | | | | | | 25,959(4) | 124,863 | | | | | 25,050(5) | 120,491 | | David C. Sienko | 67,277 | 323,602 | | | | | | | 25,959(4) | 124,863 | | | | | 23,881(5) | 114,868 | | Lauren M. Roberts* | — | — | — | — |

  155. Outstanding Equity Awards at Calendar Year-End for 2023

    | * Mr. Roberts retired on December 15, 2023, and as a result, he is not eligible for any of these awards. |

  156. Outstanding Equity Awards at Calendar Year-End for 2023

    | (1) The following table shows the dates on which the RSUs in the outstanding equity awards table vest and the corresponding number of shares, subject generally to continued employment through the vest date. |

  157. Outstanding Equity Awards at Calendar Year-End for 2023

    | | Number of Unvested Restricted Stock Units | | | | | | | Vesting Date | Baker | Roberts | Lawlar | Clary | Brown | Sienko | | June 21, 2024 | 117,255 | — | 36,665 | 34,399 | 31,903 | 30,920 | | June 21, 2025 | 96,103 | — | 29,472 | 27,207 | 25,134 | 24,574 | | June 21, 2026 | 47,194 | — | 14,800 | 13,663 | 12,343 | 11,783 | | Total | 260,552 | — | 80,937 | 75,269 | 69,380 | 67,277 |

  158. Outstanding Equity Awards at Calendar Year-End for 2023

    | (2) The market value of the RSUs is based on the closing market price of our common stock on the NYSE as of December 29, 2023, which was $4.81. |

  159. Outstanding Equity Awards at Calendar Year-End for 2023

    | (3) The market value of the PSUs is based on the closing market price of our common stock on the NYSE as of December 29, 2023, which was $4.81. |

  160. Outstanding Equity Awards at Calendar Year-End for 2023

    | (4) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2022 through December 31, 2024. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the calendar year ended December 31, 2023. |

  161. Outstanding Equity Awards at Calendar Year-End for 2023

    | (5) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2023 through December 31, 2025. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the calendar year ended December 31, 2023. |

  162. Outstanding Equity Awards at Calendar Year-End for 2023

    The following table shows the number of stock awards that vested during calendar year 2023 for each of the NEOs, and the value realized on the vesting of stock awards during calendar year 2023.

  163. Stock Vested in 2023

    Stock Vested in 2023

  164. Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Phillips S. Baker, Jr. | 44,004(1) | 222,220 | | | 21,151(2) | 106,813 | | | 48,909(3) | 246,990 | | | 111,041(4) | 393,085 | | Russell D. Lawlar | 6,600(1) | 33,330 | | | 7,191(2) | 36,315 | | | 14,673(3) | 74,099 | | | 24,428(4) | 86,475 | | Michael L. Clary | 22,002(1) | 111,110 | | | 7,191(2) | 36,315 | | | 13,544(3) | 68,397 | | | 24,428(4) | 86,475 | | Robert D. Brown | 17,601(1) | 88,885 | | | 6,768(2) | 34,178 | | | 12,792(3) | 64,600 | | | 23,319(4) | 82,549 | | David C. Sienko | 16,501(1) | 83,330 | | | 6,345(2) | 32,042 | | | 12,792(3) | 64,600 | | | 22,208(4) | 78,616 | | Lauren M. Roberts | 24,752(1) | 124,998 | | | 9,518(2) | 48,066 | | | 22,574(3) | 113,999 | | | 0(4) | 0 |

  165. Stock Vested in 2023

    | (1) The NEOs were granted these RSUs on June 22, 2020. On June 21, 2023, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2023, which was $5.05. |

  166. Stock Vested in 2023

    | (2) The NEOs were granted these RSUs on June 21, 2021. On June 21, 2023, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2023, which was $5.05. |

  167. Stock Vested in 2023

    | (3) The NEOs were granted these RSUs on June 21, 2022. On June 21, 2023, the restrictions lapsed, and each NEO received his units in the form of shares of our common stock. The value realized was based on the closing sales price of our common stock on the NYSE on June 21, 2023, which was $5.05. |

  168. Stock Vested in 2023

    | (4) For Messrs. Baker, Lawlar, Clary, Brown, and Sienko, reflects the PSUs earned for the 2021-2023 performance period that ended on December 31, 2023, because performance targets were met. Mr. Roberts retired from the Company on December 15, 2023, therefore, his 2021-2023 PSUs were forfeited. The value shown as realized on vesting is based on the closing price of our common stock on the NYSE on February 26, 2024 ($3.54), which was the date on which the executive’s received the shares underlying their PSUs. See 2021-2023 PSU Results on page 60 for further information. |

  169. Pension Benefits

    Pension Benefits The following table shows pension information under the Retirement Plan and the SERP for the NEOs as of December 31, 2023. The terms and conditions for participation in, and payments from, these plans are described below. The actuarial present value of the accumulated benefit is determined using the same assumptions used for financial reporting purposes except that retirement age is assumed to be the normal retirement age of 65, or the current age if eligible for early retirement. These assumptions are in Note 6 to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

  170. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Calendar Year ($) | | Phillips S. Baker, Jr. | Retirement Plan | 22 | 1,230,091 | — | | | SERP | | 8,899,516 | — | | Michael L. Clary | Retirement Plan | 29 | 1,419,467 | — | | | SERP | | 779,416 | — | | Russell D. Lawlar | Retirement Plan | 13 | 146,516 | — | | | SERP | | 21,207 | — | | Robert D. Brown | Retirement Plan | 6 | N/A(1) | N/A | | | SERP | | 360,698 | — | | David C. Sienko | Retirement Plan | | 369,226 | | | | SERP | 13 | 252,677 | — | | Lauren M. Roberts | Retirement Plan | 12 | 416,519 | — | | | SERP | | 677,721 | — |

  171. Pension Benefits

    | (1) As a non-U.S. citizen, Mr. Brown is not a participant in the Retirement Plan; however, he does participate in the SERP, which is shown in Canadian dollars. |

  172. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023

  173. Nonqualified Deferred Compensation for 2023

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance of Stock At Last FYE ($)(1) | | Phillips S. Baker, Jr. | — | — | — | — | 8,638,587 | | Russell D. Lawlar | — | — | — | — | — | | Michael L. Clary | — | — | — | — | — | | Robert D. Brown(2) | — | — | — | — | — | | David C. Sienko | — | — | — | — | — | | Lauren M. Roberts* | — | — | — | — | 1,631,162 |

  174. Nonqualified Deferred Compensation for 2023

    | * Mr. Roberts retired from Hecla on December 15, 2023. Under the terms of the KEDCP, he will receive any shares he deferred under the KEDCP 6 months after he leaves the Company. He will receive the 339,119 shares held under the KEDCP in June 2024. |

  175. Nonqualified Deferred Compensation for 2023

    | (1) Total amount of deferred shares held under the KEDCP as of December 31, 2023. The value shown in this column is the value of the total amount of shares held in the KEDCP multiplied by our closing stock price on the NYSE on December 29, 2023 ($4.81). The number of shares so held is as follows: Baker, 1,795,964 shares; and Roberts, 339,119 shares. The total amount of shares held by Messrs. Baker and Roberts under the KEDCP is also reported in the Security Ownership of Certain Beneficial Owners and Management Table on page 88. |

  176. Nonqualified Deferred Compensation for 2023

    | (2) Canadian employees are not eligible to participate in our deferred compensation plan. |

  177. Nonqualified Deferred Compensation for 2023

    Pursuant to the Company’s KEDCP, executives and key employees, including the NEOs, may defer all or a portion of their base salary, cash or equity awards earned under the LTIP and STIP, and any vested RSUs or vested PSUs granted under the 2010 Stock Plan. Deferral elections are made by the individual generally in the year prior to the beginning of the plan year for amounts to be earned or granted in the following year. Base salary, STIP and LTIP amounts deferred under the KEDCP are credited to either an investment account or a stock account at the participant’s election. Amounts credited to an investment account are valued in cash, credited with deemed interest, and distributed with deemed interest in cash upon a distributable event. RSUs and other common stock awarded (PSUs) under the 2010 Stock Plan and deferred by a participant are credited to a stock account. Amounts credited to the stock account of a participant are valued based upon our common stock and are delivered to the participant in shares of our common stock upon a distributable event. The KEDCP also provides for corporate matching amounts where the participants elect to have their base salary, STIP or LTIP cash awards credited to a stock account. Matching contributions are also valued based on our common stock and distributed upon a distributable event in stock. The ability to defer compensation into a company stock account promotes alignment of the interests of participants with those of our common shareholders. As of the end of the last day of each calendar month, an additional amount is credited to the investment account of the participant equal to the product of (i) the average daily balance of the investment account for the month, multiplied by (ii) the annual prime rate for corporate borrowers quoted at the beginning of the quarter by The Wall Street Journal (or such other comparable interest rate as the committee may designate from time to time). The amounts credited to the investment or stock account of a participant under the KEDCP are distributable or payable within 75 days of the earliest to occur of the following distribution events: (i) the date on which the participant separates from service with us, with the distribution delayed for six months for certain “specified employees;” (ii) “disability” as defined in Section 409A of the Internal Revenue Code; (iii) the participant’s death; (iv) a fixed date or fixed schedule selected by the participant at the time the deferral election was made; (v) an “unforeseeable emergency,” as defined in Section 409A of the Internal Revenue Code; (vi) a “change in control” of the Company, as defined in regulations issued by the Internal Revenue Service under Section 409A of the Internal Revenue Code; and (vii) termination of the KEDCP. The KEDCP is at all times considered to be entirely unfunded both for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended, and no provision will at any time be made with respect to segregating our assets for the payment of any amounts under the KEDCP. Any funds that may be invested for purposes of fulfilling our promises under the KEDCP are for all purposes to be part of our general assets and available to general creditors in the event of a bankruptcy or insolvency of the Company. Nothing contained in the KEDCP will constitute a guarantee by us that any funds or assets will be sufficient to pay any benefit under the KEDCP.

  178. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have a change in control agreement (“CIC Agreement”) with each of our NEOs (Messrs. Baker, Lawlar, Clary, Brown and Sienko). The CIC Agreement expired for Mr. Roberts upon his retirement from the Company on December 15, 2023. The CIC Agreements provide that each of the NEOs will serve in such executive position as the Board may direct. The CIC Agreements become effective only upon a change in control of the Company (the date of such change in control is referred to as the “Effective Date”). The term of employment under the CIC Agreements is two years from the Effective Date (except for Mr. Baker and Mr. Sienko, who have terms of three years from the Effective Date). Any CIC Agreements entered into with newly hired executives will contain an employment term of two years from the Effective Date. The CIC Agreements automatically extend for an additional year on each anniversary date of the agreements unless we give notice of nonrenewal 60 days prior to the anniversary date. Under the CIC Agreements, a change in control is, with certain limitations, deemed to occur if: (i) an individual or entity (including a “group” under Section 13(d) (3) of the Exchange Act) becomes the beneficial owner of 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; (ii) as the result of a tender offer, merger, proxy fight or similar transaction, the persons who were previously directors of the Company cease to constitute a majority of the Board; (iii) consummation of the sale of all, or substantially all, of the assets of the Company (with certain limitations) occurs; or (iv) the approval of a plan of dissolution or liquidation. The CIC Agreements are intended to ensure, among other things, that in the event of a change in control, each NEO will continue to focus on adding shareholder value. We seek to accomplish this by assuring that each NEO continues to receive payments and other benefits equivalent to those being received at the time of a change in control for the duration of the employment term under of the CIC Agreement. The CIC Agreements also provide that should an NEO’s employment be terminated either (i) by the NEO for good reason, or (ii) by the Company (other than for cause or disability) after the Effective Date of the CIC Agreement, the NEO would receive from us a lump-sum defined amount generally equivalent to three times the aggregate of the annual base salary rate, the highest STIP and the prorated LTIP during the three-year period, prior to the Effective Date. For Messrs. Lawlar, Clary, and Brown, and any other CIC Agreements entered into hereafter, the lump-sum defined amount is generally equivalent to two times. The NEOs would also be entitled to lump-sum payments representing the difference in pension and supplemental retirement benefits to which they would be entitled on (i) the date of actual termination, and (ii) the end of the three-year (or two-year where applicable) employment period under the CIC Agreements. We would also maintain such NEO’s participation in all benefit plans and programs (or provide equivalent benefits if such continued participation were not possible under the terms of such plans and programs). A NEO whose employment has terminated would not be required to seek other employment to receive the defined benefits. The following table summarizes the circumstances under which our NEOs would receive severance benefits upon termination or a change in control.

  179. Potential Payments Upon Termination or Change in Control

    | Compensation Element | Termination Following a Change in Control(1) | Termination due to Death or Disability | Involuntary Not For Cause or Voluntary Termination | For Cause Termination | Retirement | | Base Salary | Messrs. Baker and Sienko receive three times their annual base salary. Messrs. Lawlar, Clary, and Brown receive two times their annual base salary. | N/A | N/A | N/A | N/A | | STIP | Messrs. Baker and Sienko receive three times the highest STIP paid in the last three years. Messrs. Lawlar, Clary, and Brown receive two times the highest STIP paid in the last three years. | N/A | N/A | N/A | N/A | | LTIP | Messrs. Baker and Sienko receive three times the highest LTIP paid in the last three years. Messrs. Lawlar, Clary, and Brown receive two times the highest LTIP paid in the last three years. | Each NEO would receive a prorated portion of any LTIP plan in which the NEO was a participant. The surviving spouse or other beneficiary would receive the payment based on actual performance. | N/A | N/A | To qualify for vesting of long-term award benefits, the employee must retire under the Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. If the participant meets these age and years of service requirements, their prorated portion for outstanding plan periods will be paid after the completion of those plan periods based on actual performance. | | RSUs | All unvested RSUs will vest upon a change in control.(2) | All unvested RSUs would vest immediately as of the date of such disability or death and would be delivered to the NEO, spouse, or beneficiary. | N/A | N/A | If an employee retires before their RSUs have vested, they must meet certain requirements for their RSUs to continue to vest based on the applicable vesting schedule. To qualify for vesting of RSUs, the employee must retire under the Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. |

  180. Potential Payments Upon Termination or Change in Control

    | Compensation Element | Termination Following a Change in Control(1) | Termination due to Death or Disability | Involuntary Not For Cause or Voluntary Termination | For Cause Termination | Retirement | | PSUs | All unearned PSUs will immediately become earned and vested at 100% of target level as of the date of the change in control.(2) | The TSR performance goal would be deemed achieved at 100% of target level as of the date of such disability or death and would be delivered to the NEO, spouse, or beneficiary. | N/A | N/A | To qualify for vesting of unearned PSUs, the employee must retire under the Retirement Plan and be at least age: (i) 60 and have 15 or more years of service with the Company; (ii) 65 and have 7 or more years of service with the Company; or (iii) 68. | | Health and Welfare Benefits | Messrs. Baker and Sienko would receive three years of health and welfare benefits and disability and life insurance premiums would be paid for such three-year period. For Messrs. Lawlar, Clary, and Brown the same would apply, but for two years. In addition to any earned, but unused vacation, all NEOs would be eligible for up to $20,000 in outplacement assistance and the 401(k) match would be deposited in their accounts. | Unused vacation and the 401(k) match would be deposited in their account. | N/A | N/A | Unused vacation and the 401(k) match would be deposited in their accounts. |

  181. Potential Payments Upon Termination or Change in Control

    | (1) This means an involuntary termination without cause or voluntary termination for good reason within the stated period (three or two years) after the change in control. |

  182. Potential Payments Upon Termination or Change in Control

    | (2) Our 2010 Stock Plan provides for a double-trigger vesting. |

  183. Potential Payments Upon Termination or Change in Control

    The following tables reflect the amount of compensation that would be paid to each of our NEOs in the event of a termination of the NEO’s employment under the scenarios listed in the tables and should be read in conjunction with the disclosure above. The amounts shown assume that such termination was effective as of December 31, 2023 and include estimates of the amounts that would be paid to each NEO upon such NEO’s termination. The tables only include additional benefits that result from the termination and do not include any amounts or benefits earned, vested, accrued, or owing under any plan for any other reason. Please see Grants of Plan-Based Awards for 2023 on page 69, Outstanding Equity Awards at Calendar Year-End for 2023 on page 71, Pension Benefits table on page 73, and the section titled Nonqualified Deferred Compensation for 2023 on page 75 for additional information. The actual amounts to be paid can only be determined at the time of such NEO’s separation from Hecla.

  184. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Phillips S. Baker, Jr. | Termination Following a Change in Control ($) | Death or Disability ($) | | Base Salary(1) | 2,475,000 | — | | STIP(2) | 4,921,875 | — | | Unvested RSUs(3) | 1,253,255 | 1,253,255 | | Unearned PSUs(4) | 1,691,975 | 1,691,975 | | LTIP | 2,970,000(5) | 1,436,247(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 63,081 | — | | Life Insurance Benefits(8) | 13,166 | — | | Outplacement | 20,000 | — | | Total | 13,408,352 | 4,381,477 |

  185. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Russell D. Lawlar | Termination Following a Change in Control ($) | Death or Disability ($) | | Base Salary(1) | 759,000 | — | | STIP(2) | 838,200 | — | | Unvested RSUs(3) | 389,307 | 389,307 | | Unearned PSUs(4) | 350,712 | 350,712 | | LTIP | 511,582(5) | 499,498(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 47,286 | — | | Life Insurance Benefits(8) | 8,777 | — | | Outplacement | 20,000 | — | | Total | 2,924,864 | 1,239,517 |

  186. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Michael L. Clary | Termination Following a Change in Control ($) | Death or Disability ($) | | Base Salary(1) | 690,000 | — | | STIP(2) | 1,050,000 | — | | Unvested RSUs(3) | 362,044 | 362,044 | | Unearned PSUs(4) | 328,879 | 328,879 | | LTIP | 507,376(5) | 480,599(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 60,552 | — | | Life Insurance Benefits(8) | 8,777 | — | | Outplacement | 20,000 | — | | Total | 3,027,628 | 1,171,522 |

  187. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Robert D. Brown | Termination Following a Change in Control ($) | Death or Disability ($) | | Base Salary(1) | 660,000 | — | | STIP(2) | 780,000 | — | | Unvested RSUs(3) | 333,718 | 333,718 | | Unearned PSUs(4) | 309,447 | 309,447 | | LTIP | 742,500(5) | 461,699(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 9,530 | — | | Life Insurance Benefits(8) | 11,107 | — | | Outplacement | 20,000 | — | | Total | 2,866,302 | 1,104,864 |

  188. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for David C. Sienko | Termination Following a Change in Control ($) | Death or Disability ($) | | Base Salary(1) | 945,000 | — | | STIP(2) | 900,000 | — | | Unvested RSUs(3) | 323,602 | 323,602 | | Unearned PSUs(4) | 300,769 | 300,769 | | LTIP | 1,113,750(5) | 457,020(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 27,663 | — | | Life Insurance Benefits(8) | 12,893 | — | | Outplacement | 20,000 | — | | Total | 3,643,677 | 1,081,391 |

  189. Potential Payments Upon Termination or Change in Control

    | (1) Represents three times annual base salary for Messrs. Baker and Sienko. Represents two times annual base salary for Messrs. Lawlar, Clary, and Brown. |

  190. Potential Payments Upon Termination or Change in Control

    | (2) Represents three times the highest STIP payment paid in the last three years for Messrs. Baker and Sienko. Represents two times the highest STIP payment paid in the last three years to Messrs. Lawlar, Clary, and Brown. |

  191. Potential Payments Upon Termination or Change in Control

    | (3) In the event of a qualifying termination following a change in control, any unvested RSUs will become immediately earned and vested as of the date of the change in control termination. In the event of termination by reason of disability or death, the unvested RSUs will become immediately earned and vested as of the date of disability or death. The value is based on the closing price of Hecla’s common stock on the NYSE on December 29, 2023 ($4.81). Please see the Outstanding Equity Awards at Calendar Year-End for 2023 table on page 71 for more information. |

  192. Potential Payments Upon Termination or Change in Control

    | (4) For unearned PSUs, the values included in the table are based on the number of unearned PSUs that would have vested if termination occurred on the last business day of 2023, assuming target performance (351,762 shares for Mr. Baker, 72,913 shares for Mr. Lawlar, 68,374 shares for Mr. Clary, 64,334 shares for Mr. Brown, and 62,530 shares for Mr. Sienko, multiplied by the closing price of our common stock on the NYSE on December 29, 2023 ($4.81). In the event of a change in control, any unearned performance-based shares will become immediately earned and vested as of the date of the change in control. In the event of termination by reason of disability or death, the unearned performance-based shares will become immediately earned and vested as of the date of disability or death. The totals listed in the disability and death columns are based on the number of performance-based shares that would have vested if disability or death would have occurred on the last business day of 2023 assuming target performance for each of the NEOs, multiplied by the closing price of our common stock on the NYSE on December 29, 2023 ($4.81). |

  193. Potential Payments Upon Termination or Change in Control

    | (5) Represents three times the highest LTIP payment paid in the last three years for Messrs. Baker and Sienko. Represents two times the highest LTIP payment paid in the last three years for Messrs. Lawlar, Clary, and Brown. |

  194. Potential Payments Upon Termination or Change in Control

    | (6) Represents the prorated portion of outstanding LTIP plans for 2022-2024 and 2023-2025. |

  195. Potential Payments Upon Termination or Change in Control

    | (7) Reflects the estimated lump-sum value of all future premiums, which will be paid by the Company on behalf of Messrs. Baker and Sienko under our health and welfare benefit plans for three years upon a termination following a change in control. Reflects the estimated lump-sum value of all future premiums, which will be paid by the Company on behalf of Messrs. Lawlar, Clary, and Brown under our health and welfare benefit plans for two years upon a termination following a change in control. |

  196. Potential Payments Upon Termination or Change in Control

    | (8) Reflects the estimated lump-sum value of the cost of coverage for life insurance provided by us to each NEO. |

  197. CEO Pay Ratio

    CEO Pay Ratio We believe our executive compensation program should be internally consistent and equitable to motivate our employees to create shareholder value. Our committee strives to design a fair and competitive compensation program that will attract, motivate, and retain employees, reward performance, and provide incentives based on our performance. As required by SEC rules, the committee reviewed a comparison of CEO pay to the pay of our “median employee.” The total compensation for the median employee was calculated in the same manner as our CEO for 2023. Below is (i) the calendar year 2023 annual total compensation of our CEO, Mr. Baker; (ii) the calendar year 2023 annual total compensation of our median employee; and (iii) the ratio of the annual total compensation of our CEO to that of our median employee.

  198. CEO Pay Ratio

    | CEO PAY RATIO | | | 2023 CEO Annual Total Compensation | $6,013,471 | | 2023 Median Employee Annual Total Compensation | $100,579 | | CEO to Median Employee Pay Ratio | 60:1 |

  199. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing certain information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement. Any differences in total values are due to rounding.

  200. Pay Versus Performance

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (4) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (2) ($) | | | Total Shareholder Return (5) ($) | Peer Group Total Shareholder Return (6) ($) | Net (Loss) Income (millions) (7) ($) | Adjusted EBITDA Less Capital (thousands) (8) ($) | | (a) | (b) | (c) | (d) (9) | (e) (9) | (f) | (g) | (h) | (i) | | 2023 | 4,142,554 | 2,922,539 | 1,390,524 | 682,571 | 144.62 | 125.65 | (84.2) | (11.3) | | 2022 | 4,579,866 | 6,145,949 | 1,408,227 | 1,674,298 | 166.27 | 118.52 | (37.3) | 69.8 | | 2021 | 3,765,100 | 3,177,762 | 915,927 | 305,615 | 155.48 | 127.24 | 35.1 | 169.9 | | 2020 | 5,190,508 | 7,046,358 | 1,631,356 | 2,457,104 | 191.63 | 136.04 | (9.5) | 130.7 |

  201. Pay Versus Performance

    | (1) This column represents the amount of total compensation reported for Mr. Baker, our Principal Executive Officer (“PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this Proxy Statement on page 67. |

  202. Pay Versus Performance

    | (2) This column represents the amount of “compensation actually paid” to Mr. Baker, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Baker during the applicable calendar year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Baker’s total compensation for each year 2023 to determine the “compensation actually paid” in calendar year 2023: |

  203. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO (a) ($) | Reported Summary Compensation Table Value of PEO Equity Awards (b) ($) | Adjusted Value of Equity Awards (c) ($) | Reported Summary Compensation Table Change in Value of Pension Benefits (d) ($) | Pension Benefits Adjustments (e) ($) | Compensation Actually Paid to PEO ($) | | 2023 | 4,142,554 | (1,216,206) | 386,110 | (685,029) | 295,110 | 2,922,539 |

  204. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for Mr. Baker for calendar year 2023 in the “Total” column of the Summary Compensation Table. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. |

  205. Pay Versus Performance

    | (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” column in the Summary Compensation Table for the calendar year 2023. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. The amount in this column is replaced with the amount reported under the Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. |

  206. Pay Versus Performance

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” column in the Summary Compensation Table in this Proxy Statement for calendar year 2023. The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for Mr. Baker for calendar year 2023. The adjusted amount is determined by adding (or subtracting, as applicable) the following for calendar year 2023: the calendar year-end fair value of any equity awards granted in calendar year 2023 that are outstanding and unvested as of the end of calendar year 2023; (ii) the amount of change as the end of calendar year 2023 (from the end of the prior calendar year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of calendar year 2023; (iii) for awards that are granted and vest in calendar year 2023, the fair value as of the vesting date; (iv) for awards granted in prior calendar years that vest in calendar year 2023, the amount equal to the change as of the vesting date (from the end of the prior calendar year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during calendar year 2023, a deduction for the amount equal to the fair value at the end of the prior calendar year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in calendar year |

  207. Pay Versus Performance

    | 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for calendar year 2023. The amounts added or subtracted to determine the adjusted amount for calendar year 2023 are as follows: |

  208. Pay Versus Performance

    | Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($) | Adjusted Value of Equity Awards ($) | | 2023 | 1,129,841 | (577,306) | — | (166,425) | — | — | 386,110 |

  209. Pay Versus Performance

    The fair value or change in fair value, as applicable, of equity awards was determined by reference to (1) for RSU awards, the closing price of our common stock on the applicable measurement date and (2) for PSU awards, a Monte Carlo simulation as of the applicable measurement date.

  210. Pay Versus Performance

    | (d) The amounts included in this column are the amounts reported in the “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for calendar year 2023 corresponding to the aggregate change in the actuarial present value of Mr. Baker’s accumulated benefit under all defined benefit and actuarial pension plans. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. |

  211. Pay Versus Performance

    | (e) The total pension benefit adjustments for calendar year 2023 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Baker during calendar year 2023 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during calendar year 2023 that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments for calendar year 2023 are as follows: |

  212. Pay Versus Performance

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2023 | 295,110 | — | 295,110 |

  213. Pay Versus Performance

    | (3) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Baker) in the “Total” column of the Summary Compensation Table in each applicable year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement on page 67 for the applicable calendar year. The names of each of the NEOs (excluding Mr. Baker) included for purposes of calculating the average amounts in each applicable calendar year are as follows: (i) for 2023, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; (ii) for 2022, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; and (iii) for 2021, Messrs. Roberts, Lawlar, Brown, Sienko and Hall. |

  214. Pay Versus Performance

    | (4) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Baker) during the applicable calendar year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Baker) for calendar year to determine the “compensation actually paid” in calendar year 2023, using the same adjustment methodology described above in Note 2(c): |

  215. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs (a) ($) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards (b) ($) | Average Non- PEO NEO Adjusted Value of Equity Awards (c) ($) | Average Reported Summary Compensation Table Change in Value of Pension Benefits for Non- PEO NEOs ($) | Pension Benefits Adjustments for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 1,390,524 | (335,549) | (69,460) | (353,139) | 50,195 | 682,571 |

  216. Pay Versus Performance

    | (a) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Baker) in the “Total” column of the Summary Compensation Table for calendar year 2023. Please refer to the Summary Compensation Table in the Company’s Proxy Statement on page 67 for calendar year 2023. |

  217. Pay Versus Performance

    | (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Baker) in the “Stock Awards” column in the Summary Compensation Table in calendar year 2023. Please refer to the Summary Compensation Table in the Company’s Proxy Statement on page 67 for the applicable calendar year. The amount in this column is replaced with the amount reported under the Average non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid. |

  218. Pay Versus Performance

    | (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Baker) in the “Stock Awards” column in the Summary Compensation Table for calendar year 2023 determined using the same methodology described above in Note 2(c). For calendar year 2023, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding Mr. Baker) for that year. The amounts added or subtracted to determine the adjusted average amount for calendar year 2023 are as follows: |

  219. Pay Versus Performance

    | Year | Average Year End Fair Value of Equity Awards Granted in the Year to Non-PEO NEOs ($) | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Years ($) | Average Fair Value as of Vesting Date of Equity Awards Granted in the Year and Vested in the Year ($) | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Year ($) | Adjusted Average Value of Equity Award ($) | | 2023 | 218,895 | (92,765) | — | (39,702) | (155,888) | — | (69,460) |

  220. Pay Versus Performance

    The fair value or change in fair value, as applicable, of equity awards was determined by reference to (1) for RSU awards, the closing price of our common stock on the applicable measurement date, and (2) for PSU awards, a Monte Carlos simulation as of the applicable measurement date.

  221. Pay Versus Performance

    | (d) The amounts included in this column represent the average of the amounts reported in “Change in Pension and Nonqualified Deferred Compensation” column of the Summary Compensation Table for the NEOs as a group (excluding Mr. Baker) in calendar year 2023 corresponding to the aggregate change in the actuarial present value of the NEOs’ as a group (excluding Mr. Baker) accumulated benefit under all defined benefit and actuarial pension plans.. Please refer to the Summary Compensation Table in this Proxy Statement on page 67. |

  222. Pay Versus Performance

    | (e) The total pension benefit adjustments for calendar year 2023 are the aggregate of two components, averaged for the NEOs as a group (excluding Mr. Baker) in calendar year 2023: (i) the actuarially determined service cost for services rendered by the applicable NEO during calendar year 2023 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during calendar year 2023 that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”), in each case calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments for calendar year 2023 are as follows: |

  223. Pay Versus Performance

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2023 | 50,195 | — | 50,195 |

  224. Pay Versus Performance

    | (5) Company TSR is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020-2021, 2020-2022 and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  225. Pay Versus Performance

    | (6) This column represents cumulative peer group TSR computed in accordance with Note 5. The peer group used for this purpose is the following published industry index: Philadelphia Gold and Silver Index. We selected the Philadelphia Gold and Silver Index as the peer group TSR for fiscal 2023 because it is the same index that is used by the Company in the performance graph in the Company’s Form 10-K for calendar year 2023. The peer group is different than the peer group used in this disclosure in the Proxy Statement filed for calendar year 2022, which was the S&P 500 Gold Index. The cumulative peer group TSR of the S&P 500 Gold Index (computed in accordance with Note 5), our peer group for calendar year 2022, was $76.58, $117.47, $135.75, and $132.26 for 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. |

  226. Pay Versus Performance

    | (7) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  227. Pay Versus Performance

    | (8) Adjusted EBITDA Less Capital is calculated as net (loss) income before the following items: interest expense, income tax benefit, depreciation, depletion, and amortization expense, ramp-up and suspension costs, loss on disposition of properties, plants, equipment and mineral interests, , foreign exchange gain, unrealized (gain) loss on derivative contracts, provisional price loss (gain), provision for closed operations and environmental matters, stock-based compensation, unrealized loss on investments, adjustment of inventory to net realizable value, monetization of zinc and lead hedges and other income (“adjusted EBITDA”) less capital expenditures at the Company’s operations. |

  228. Pay Versus Performance

    | (9) Due to an administrative error, the calendar year 2022 entries under the “Average Summary Compensation Table Total for Non-PEO NEOs” and the “Average Compensation Actually Paid to Non-PEO NEOs” were overreported. The adjusted values are reflected in this table. Due to the administrative error, the previously reported amounts were $1,459,386 and $1,725,457, respectively. |

  229. Description of the Information Presented in the Pay versus Performance Table

    Description of the Information Presented in the Pay versus Performance Table As described in greater detail in the CD&A section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the CD&A section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the calendar year, our mix of short-and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  230. Compensation Actually Paid and Cumulative Company TSR

    Compensation Actually Paid and Cumulative Company TSR The compensation actually paid to our CEO, as computed in accordance with the requirements of Item 402(v) of Regulation was $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2023, 2022, 2021 and 2020, respectively. The average amount of compensation actually paid to the other NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K, was $682,571, $1,674,298, $305,615, and $2,457,104 for 2023, 2022, 2021 and 2020, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $144.62, $166.27, $155.48, and $ 191.63 f or 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. Please see Note 5 above for additional information related to the computation of Company TSR.

  231. Compensation Actually Paid and Company Net (Loss) Income

    Compensation Actually Paid and Company Net (Loss) Income The compensation actually paid to our CEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2023, 2022, 2021 and 2020, respectively. The average amount of compensation actually paid to the other NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation S-K, was $682,571, $1,674,298, $305,615, and $2,457,104 for 2023, 2022, 2021 and 2020, respectively. The Company’s net (loss) income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable year, was ($84.2) million, ($37.3) million, $35.1 million, and ($9.5) million for 2023, 2022, 2021 and 2020, respectively.

  232. Compensation Actually Paid and Company Adjusted EBITDA Less Capital

    Compensation Actually Paid and Company Adjusted EBITDA Less Capital The compensation actually paid to our CEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2023, 2022, 2021 and 2020, respectively. The average amount of compensation actually paid to the other NEOs as a group (excluding Mr. Baker), as computed in accordance with Item 402(v) of Regulation was $682,571, $1674,298, $305,615, and $2,457,104 for 2023, 2022, 2021 and 2020, respectively. The Company’s Adjusted EBITDA Less Capital, computed as described in Note 8 above, was ($11.3) million, $69.8 million, $169.9 million, and $130.7 million, for 2023, 2022, 2021 and 2020, respectively.

  233. Security Ownership of Certain Beneficial Owners and Management

    | (2) “RSU” means restricted stock units awarded under the 2010 Stock Plan that have not vested. See footnote 1 of the Outstanding Equity Awards at Calendar Year-End for 2023 on page 71. |

  234. Security Ownership of Certain Beneficial Owners and Management

    | (4) “PSUs” means performance-based equity, based on a three-year TSR. See PSUs on page 59 and Outstanding Equity Awards at Calendar Year-End for 2023 table on page 71. |