DEF 14A of Hecla Mining Co/De/, Apr 10, 2025

DEF 14A of Hecla Mining Co/De/

Filed Apr 10, 2025 · FY20240001193125-25-077486

Open on EDGAR

  1. Table of Contents

    | OTHER BENEFITS | 78 | | Pension Benefits | 78 | | Retirement Plan | 78 | | Nonqualified Deferred Compensation for 2024 | 80 | | Potential Payments Upon Termination or Change in Control | 80 | | CEO Pay Ratio | 85 | | PAY VERSUS PERFORMANCE | 87 | | Financial Performance Measures | 90 | | Description of the Information Presented in the Pay versus Performance Table | 90 | | Cumulative TSR of the Company and Cumulative TSR of the Peer Group | 90 | | Compensation Actually Paid and Cumulative Company TSR | 91 | | Compensation Actually Paid and Company Net (Loss) Income | 91 | | Compensation Actually Paid and Annual TSR | 91 | | OTHER MATTERS | 93 | | Certain Relationships and Related Party Transactions | 93 | | Political Contributions and Engagement | 93 | | Delinquent Section 16(a) Reports | 93 | | Shareholder proposals to be included in next year’s Proxy Statement | 93 | | Security Ownership of Certain Beneficial Owners and Management | 94 | | PROPOSAL 4 – APPROVE AND AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES | 97 | | Required Vote | 98 | | FREQUENTLY ASKED QUESTIONS | 99 | | APPENDIX A – Reconciliation of Non-GAAP Measures to GAAP | A-1 |

  2. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director

  3. 2024 Board Meetings and Attendance

    2024 Board Meetings and Attendance Directors are expected to make every effort to attend the Annual Meeting, all Board meetings, and the meetings of the committees on which they serve. During 2024, there were nine meetings of the Board. With the exception of Ms. Satre who joined the Board in October 2024 and Mr. Krcmarov who joined the Board in November 2024, each director attended 100% of the Board meetings and the committee meetings in which they are a member. With the exception of Ms. Satre and Mr. Krcmarov, all members of the Board attended last year’s Annual Meeting of Shareholders, which was held in May 2024.

  4. Election Of Class III Directors

    Election Of Class III 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 III directors whose terms will expire at the Annual Meeting: Charles B. Stanley, Alice Wong, and Jill Satre. At a meeting held by the Governance Committee in February 2025, the committee determined that Mr. Stanley, Ms. Wong, and Ms. Satre were qualified candidates to stand for reelection at the Annual Meeting. The Board designated each as nominees for election as directors of the Company, each for a three-year term expiring in 2028. Ms. Satre, who was appointed to the Board, has 22 years of public accounting experience. She is currently the Vice President of Internal Audit and Corporate Compliance at TC Energy Corporation, where she had led their Sarbanes Oxley compliance program and she is an active participant in their quarterly Public Disclosure Committee. She is an active Chartered Professional Accountant in Canada (Alberta) and has extensive experience with US GAAP. Ms. Satre also has over 10 years’ experience conducting or overseeing financial audits, reviewing Forms 10-Q and 10-K and other SEC reporting requirements, as well as over 12 years of experience advising companies on financial process and controls, including internal control over financial reporting. The Governance Committee and Board determined that Ms. Satre was independent under the NYSE listing standards, and appointed Ms. Satre to serve on the Audit Committee. In November 2024, the size of the Board was increased from seven persons to eight persons, and upon recommendation of the Governance Committee, the Board appointed Rob Krcmarov as a Class I director (standing for election in 2026). Mr. Krcmarov was also appointed as President and CEO in November 2024. Prior to joining Hecla, Mr. Krcmarov worked in various leadership roles at Barrick Gold Corporation beginning in 2001, including serving on the executive leadership team for 13 years. His most recent role was as Executive Vice President of Exploration and Growth. His international experience spans many countries on five continents. Mr. Krcmarov has over three decades of industry experience. It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be voted FOR the election of Charles B. Stanley, Alice Wong, and Jill Satre. If Mr. Stanley, Ms. Wong, or Ms. Satre 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.

  5. 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.

  6. Current Class III Nominees for Election to the Board – Terms Ending at the 2025 Annual Meeting

    Current Class III Nominees for Election to the Board – Terms Ending at the 2025 Annual Meeting If elected, the nominees will serve for a three-year term ending in 2028. The nominees are as follows:

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

    | | Charles B. Stanley Independent Director Mr. Stanley served as Independent Lead Director of Hecla from May 2024 to November 2024. He has been the Managing Member of Cutthroat Energy, LLC since April 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, and Chairman of the Board of QEP Resources, Inc. from May 2012 until his retirement in January 2019. Board Qualification and Skills Mr. Stanley has over 42 years’ experience in natural resources, including 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 eight 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 eight 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 66 Director since 2007 Other Directorships: None | |

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

    | | Alice Wong, ICD.D Independent Director Ms. Wong served as Senior Vice President and Chief Corporate Officer of Cameco Corporation, one of the largest global providers of uranium fuel, from July 2011 to June 2024 and then as Senior Advisor to the CEO until her retirement in October 2024. 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 joined the board of Precision Drilling Corporation in 2024. She also served on the board of SaskEnergy Corporation from 2016 to 2023, Mining Association of Canada from 2016 to 2024, Canadian Nuclear Association from 2013 to 2024, and Saskatchewan Mining Association from 2013 to 2024. 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 was with Cameco for more than 35 years, served in increasingly senior leadership roles, and gained a wealth of experience from her diverse responsibilities. In her former role as Senior Vice President and Chief Corporate Officer, she provided 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 Compensation Health, Safety, Environmental and Technical | | Age 65 Director since 2021 Other Directorships: Precision Drilling Corp. | |

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

    | | Jill Satre Independent Director Ms. Satre was appointed to Hecla’s Board of Directors in October 2024. She has been the Vice President Internal Audit & Corporate Compliance at TC Energy Corporation, a major North American energy company since March 2023. Prior to that she was a partner at PricewaterhouseCoopers (“PwC”) from July 2015 to February 2023 and worked at PwC since September 2000. Board Qualification and Skills In her current position with TC Energy, she provides strategic direction and oversight of corporate compliance programs, enterprise risk management, internal audit, and internal controls over financial reporting. With her two decades of working at PwC, she brings a breadth of experience in resource extraction industries, including mining and energy. Ms. Satre holds a Chartered Professional Accountant designation in Alberta, Canada and is an inactive Certified Public Accountant (“CPA”) in California, US. Hecla Committees Audit | | Age 45 Director since 2024 Other Directorships: None | |

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

    | | Rob Krcmarov President and Chief Executive Officer, Director Mr. Krcmarov was appointed our President and Chief Executive Officer in November 2024 and is a member of the Board of Directors. Prior to joining Hecla, he worked in various leadership roles at Barrick Gold Corporation beginning in 2001, including serving on the executive leadership team for 13 years. His most recent role at Barrick was as Executive Vice President – Exploration and Growth from March 2016 to November 2021. Mr. Krcmarov has over three decades of industry experience. He has been a member of the board for Orla Mining Ltd. since November 2023. He also served on the boards of Coeur Mining from December 2023 to September 2024, Osisko Gold Royalties from October 2022 to October 2024, and Major Drilling Group International from September 2022 to October 2024. | | Age 60 Director since 2024 Other Directorships: Orla Mining Ltd. | Board Qualification and Skills Mr. Krcmarov is a geologist and experienced international mining executive who has held mine site, regional and corporate leadership roles in his 35-year career in the natural resources industry. He worked extensively as a geologist in the field of exploration and on mine sites. His international experience spans many countries in five continents and more than 20 countries including the United States, Canada, Russia, China, Japan, Indonesia, Papua New Guinea, Pakistan, Saudi Arabia, Tanzania, Zambia, Mali, Chile, Peru, Argentina, Ecuador, Guyana, and Columbia, among others. He has a strong record running efficient and safe operations, evaluating new business opportunities, conducting effective community relations, and engaging in constructive dialogue with institutional investors, financial markets, board members, government officials and other stakeholders. His leadership capabilities span mineral exploration, drilling operations, mining operations, change management, research and development, and strategic planning. Hecla Committees Executive (Chair) Non-Executive Stock Award |

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

    | | George R. Johnson Independent Director 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 76 Director since 2016 Other Directorships: B2Gold Corporation | |

  12. Continuing Class II Members of the Board – Term Ending at the 2027 Annual Meeting

    | | Stephen F. Ralbovsky Independent Director Mr. Ralbovsky has been the Founder and Principal of Wolf Sky Consulting LLC since June 2014. Prior to that, he was a partner with PwC 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, where he teaches Global Mining Taxation, and is 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 PwC. Hecla Committees Audit (Chair) Governance and Social Responsibility Health, Safety, Environmental and Technical | | Age 71 Director since 2016 Other Directorships: None | |

  13. Continuing Class II Members of the Board – Term Ending at the 2027 Annual Meeting

    | | Catherine “Cassie” J. Boggs Independent Director Ms. Boggs served as our Interim President and Chief Executive Officer between May 22 and November 7, 2024. Previously she was the General Counsel at Resource Capital Funds from January 2011 until her retirement in February 2019. Since November 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 Corporation, 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 Executive Compensation Governance and Social Responsibility Non-Executive Stock Award | | Age 70 Director since 2017 Other Directorships: Capital Limited | |

  14. Continuing Class II Members of the Board – Term Ending at the 2027 Annual Meeting

    | | Mark P. Board Independent Director 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 46 years’ 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 Governance and Social Responsibility Health, Safety, Environmental and Technical | | Age 72 Director since 2024 Other Directorships: None | |

  15. Compensation of Non-Management

    Compensation of Non-Management

  16. 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.

  17. Components of Non-Management Director Compensation

    Components of Non-Management Director Compensation

  18. 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 |

  19. 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.

  20. Non-Management Director Compensation for 2024(1)

    Non-Management Director Compensation for 2024(1)

  21. Non-Management Director Compensation for 2024(1)

    | Director | Fees Earned or Paid in Cash ($)(2) | Stock Retainer ($)(3) | All Other Compensation ($) | Total ($) | | Mark P. Board | 105,000 | 122,619 | — | 227,619 | | George R. Johnson | 120,000 | 122,619 | 5,000(5) | 247,619 | | Stephen F. Ralbovsky | 120,000 | 122,619 | — | 242,619 | | Jill Satre | 26,250 | 31,866(4) | — | 58,116 | | Charles B. Stanley | 120,000 | 122,619 | — | 242,619 | | Alice Wong | 120,000 | 122,619 | — | 242,619 |

  22. Non-Management Director Compensation for 2024(1)

    | (1) The disclosures above of non-management director compensation for 2024 exclude Cassie Boggs, our Chair of the Board, who also served as Interim President and CEO from May 22, 2024 until November 7, 2024. As required by SEC rules, the compensation she received in her role as Board Chair is included in the Summary Compensation Table on page 72 under “Compensation of Named Executive Officers.” |

  23. Non-Management Director Compensation for 2024(1)

    | (2) Includes the annual retainer fee and committee chairperson annual retainer fees, earned quarterly, each as discussed in more detail below. Dollar amounts are comprised as follows: |

  24. Non-Management Director Compensation for 2024(1)

    | Name | Annual Retainer Fee ($) | Committee Chair Fee ($) | | Board | 105,000 | — | | Johnson**** | 105,000 | 15,000 | | Ralbovsky*** | 105,000 | 15,000 | | Satre | 26,250 | — | | Stanley** | 105,000 | 15,000 | | Wong* | 105,000 | 15,000 |

  25. Non-Management Director Compensation for 2024(1)

    | * Governance and Social Responsibility Committee Chair |

  26. Non-Management Director Compensation for 2024(1)

    | ** Compensation Committee Chair |

  27. Non-Management Director Compensation for 2024(1)

    | *** Audit Committee Chair |

  28. Non-Management Director Compensation for 2024(1)

    | **** Health, Safety, Environmental & Technical Committee Chair |

  29. Non-Management Director Compensation for 2024(1)

    | (3) The amounts in the column headed “Stock Retainer” 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, 2024. The Stock Retainer column represents the aggregate grant date fair value of the stock granted to each non-management director under the Director Stock Plan in 2024 as computed in accordance with ASC Topic 718. For each director, except Ms. Satre (see footnote 4) 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 ($5.148) ($125,000 ÷ $5.148 = 24,281). Except for Ms. Satre, on June 24, 2024, each non-management director received 24,281 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 June 24, 2024 ($5.05), the grant date fair value for each grant of 24,281 shares was $122,619. The actual value realized by a non-management director will depend on the market value of our common stock on the date the underlying stock is sold. |

  30. Non-Management Director Compensation for 2024(1)

    | (4) Ms. Satre was appointed to the Board on October 16, 2024. Under the Director Stock Plan, any nonemployee director appointed or elected as a director shall receive a prorated portion of the Stock Retainer. Ms. Satre was granted 4,700 shares of common stock on October 16, 2024. Based on our closing stock price on the NYSE on the date of grant of October 16, 2024 ($6.78), the grant date fair value of 4,700 shares was $31,866. |

  31. Non-Management Director Compensation for 2024(1)

    | (5) The Company made a matching contribution under its charitable matching gift program on the behalf of Mr. Johnson. |

  32. Table of Contents to Compensation Discussion and Analysis And Other Information

    | 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 | | NEOs | Named Executive Officers | LTI | Long-term Incentive Components (LTIP, RSUs and PSUs) | | HLRA | High Level Risk Assessment | | |

  33. Executive Summary

    Executive Summary We are the largest primary silver producer in the United States and Canada – and the oldest NYSE-listed precious metals mining company in North America (listed for 60 years). We produce more than 45% of all silver in the United States, and have operating mines in Alaska (Greens Creek), Idaho (Lucky Friday), Quebec, Canada (Casa Berardi), and the Yukon Territory, Canada (Keno Hill). We also own a number of exploration and pre-development properties in world-class silver and gold mining districts throughout North America. We delivered strong operation performance in 2024, meeting our consolidated silver production and cost guidance, while exceeding gold production targets. Strategically, our exploration program successfully maintained our silver reserve position, which, at the end of 2024, was the second highest in the Company’s history. We had particularly strong operating results at Greens Creek. Greens Creek and Lucky Friday generated a total of $228 million of free cash flow(3) during the year. Our robust cash generation and associated EBITDA enabled us to significantly improve our net leverage ratio from 2.7x to 1.6x, while simultaneously investing $215 million in total capital across our portfolio. Lucky Friday maintained its best safety AIFR of 1.4 for a full production year while delivering the highest tons mined and milled, and the most zinc produced in its 80-year history, as well as the highest silver production since 2000. In 2024, we produced 16.2 million ounces of silver, 141,923 ounces of gold, 66,308 tons of zinc, and 52,515 tons of lead. We generated $218.3 million in cash provided by operating activities, with $27.3 million in exploration and pre-development and $43.3 million in ramp-up suspension costs. We also had sales of $929.9 million and $26.9 million in cash and cash equivalents on our balance sheet. We revised our common stock dividend policy to eliminate the silver-linked component. After considering overall Company performance in 2024, the committee determined the company achieved 92% of the STIP target. However, due to production shortfalls, higher than budgeted costs of production, and permitting issues at Keno Hill and Casa Berardi, the committee used its negative discretion and reduced the award to 85% of target. The committee assessed 2022-2024 LTIP performance to be 84% of target. Lastly, because our three-year TSR ranking did not achieve the 50th percentile of our peer group, PSUs awarded to our NEOs in 2022 resulted in a $0 per unit payout. As a result of last year’s Say-on-Pay results and feedback we received in our shareholder engagement program, we terminated or modified several compensation plans as described below. See Shareholder Engagement on page 55.

  34. 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 two of our executives and several other employees work. The committee reviews and determines the composition of our peer group on an annual basis. In May 2024, the committee approved the same peer group as used in the previous year. In 2024, our peer group was made up of the following 13 companies, which is the same peer group used for NEO compensation in 2023:

  35. 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) | 1,347 | 7,744 | 5,336 | Canada | | B2Gold Corporation (NYSE: BTG) | 1,902 | 3,228 | 4,814 | Canada | | Centerra Gold Inc. (NYSE: CGAU) | 1,215 | 1,194 | 2,265 | Canada | | Coeur Mining Inc. (NYSE: CDE) | 1,054 | 2,284 | 2,302 | United States | | Eldorado Gold Corporation (NYSE: EGO) | 1,323 | 3,045 | 5,836 | Canada | | First Majestic Silver Corp. (NYSE: AG) | 561 | 1,657 | 1,980 | Canada | | IAMGOLD Corporation (NYSE: IAG) | 1,633 | 2,950 | 5,374 | Canada | | New Gold Inc. (NYSE: NGD) | 925 | 1,973 | 2,004 | Canada | | NOVAGOLD Resources Inc. (NYSE: NG) | 0 | 1,231 | 110 | Canada | | Pan American Silver Corporation (Nasdaq: PAAS) | 2,819 | 7,336 | 7,203 | Canada | | Royal Gold, Inc. (Nasdaq: RGLD) | 719 | 8,670 | 3,392 | United States | | SSR Mining Inc. (Nasdaq: SSRM) | 996 | 1,412 | 5,189 | Canada | | Torex Gold Resources Inc. (OTC: TORXF) | 814 | 1,692 | 1,487 | Canada | | Median | 1,054 | 2,284 | 3,392 | | | Hecla Mining Company (NYSE: HL) | 930 | 3,102 | 2,981 | United States |

  36. Benchmarking and Competitive Analyses

    | (1) In $US millions as of year-end 2024. |

  37. 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. Over the years during our shareholder engagement discussions, some of our largest shareholders 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 11 of our 13 selected peers. The peer group selected by Institutional Shareholder Services (ISS) included only three 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) 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 2024, total direct compensation for our NEOs was targeted approximately at the median of the peer group. In 2024, the committee approved a separate peer group to be used specifically with regard to TSR, which is the same as our 2023 TSR peer group, for purposes of our PSUs, discussed below, which consisted of the following companies/funds:

  38. 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) | |

  39. 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.

  40. 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; |

  41. 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.; |

  42. 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; |

  43. 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; |

  44. 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; |

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

    In June 2024, 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-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 executive’s 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, 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, and stock-based 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 SVP-CAO also make recommendations to the committee regarding the Company’s short-term quantitative 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.

  46. 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. |

  47. 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; |

  48. Pay-for-Performance – Best Practices

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

  49. 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; |

  50. 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; |

  51. Pay-for-Performance – Best Practices

    | • | we grant PSUs that include a relative TSR metric within our selected peer group; |

  52. 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; |

  53. Pay-for-Performance – Best Practices

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

  54. Pay-for-Performance – Best Practices

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

  55. 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 limited cases upon qualifying terminations of employment; |

  56. Pay-for-Performance – Best Practices

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

  57. Compensation Program – Best Practices

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

  58. Elements of Total Compensation

    Elements of Total Compensation We have a multifaceted compensation program. For the year ended December 31, 2024, our NEO compensation program consisted of the following elements: PAY ELEMENT METRICS OBJECTIVES PAGE Key Feature: Designed to be near the 50th percentile of Provide a fixed level of cash compensation for 56 Base Salary our peer group. performing day-to-day responsibilities. Terms: Paid semi-monthly. Key Features: The Companys STIP pool is targeted at Focus executives on achieving the Companys 57 STIP a fixed percentage of all salaried employees targeted short-term goals, and the performance steps STIP award, but the actual STIP pool is based on necessary to achieve longer-term objectives. achievement of measurable pre-established Company goals. 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). Except as set forth below, any NEO receiving a STIP award must be employed with the Company at the time of payment, or their award is forfeited. Key Features: Based on corporate goals achieved over Focus executives on longer-term value creation as 62 LTIP a three-year performance period. A new three-year determined by the specific targets of the plan. performance period begins each calendar year and PAY 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. The committee determined to discontinue the LTIP starting in 2024 to align our executive compensation program with our peers. The only INCENTIVE remaining open LTIP performance period is the 2023-2025 LTIP. 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, or as otherwise described below. At the time of an employees 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 (Retirement Eligible). 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. PAY ELEMENT METRICS OBJECTIVES PAGE Key Features: RSU awards are denominated in Align managements interests with those of 64 RSUs currency value and delivered in shares with a vesting shareholders and provide incentive for NEOs to schedule of generally three years for NEOs. remain with the Company for the long term. Terms: RSUs are generally 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 or as described below, before the vesting date, they will forfeit their RSUs. If a NEO retires after becoming Retirement Eligible and before their RSUs have vested, their RSUs will continue to vest based on the applicable vesting schedule. Key Features: PSUs realize more value the higher the Provide incentive for executives to remain with the 64 EQUITY TSR ranks within the selected peer group and have no Company for the long term and to align the PSUs value if the share performance falls below the 50th executives interests with those of shareholders. percentile among the peer group. Terms: PSUs are generally granted to the executives in the second quarter of each year and are based on a three-year TSR. If an executive leaves the Company for any reason, other than death, disability, or in some cases retirement or as otherwise described below, before the vesting date, they will forfeit their PSUs. If an NEO retires after becoming Retirement Eligible and before their PSUs have vested, their PSUs to continue to vest based on the applicable vesting schedule. Key Features: Participation in retirement plans, partial Attract and retain highly qualified executives. Benefits company-paid health, dental and vision insurance, life insurance, and accidental death and dismemberment insurance. Terms: Same terms for all U.S.-based executives. Non-U.S. executives receive similar benefits.

  59. 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.

  60. 2024 Target Compensation Structure

    | NEO | Base Salary ($) | STIP Target Award ($) | Equity(5) ($) | Total ($) | | Krcmarov(1) | 850,000 | 935,000 | 3,195,000 | 4,980,000 | | Lawlar | 379,500 | 379,500 | 736,000 | 1,495,000 | | Clary | 345,000 | 345,000 | 686,550 | 1,376,550 | | Sienko(2) | 345,000 | 345,000 | 686,350 | 1,376,550 | | Brown | 330,000 | 231,000 | 625,350 | 1,186,350 | | Boggs(3) | — | — | — | — | | Baker(4) | 825,000 | 1,031,250 | — | 1,856,250 |

  61. 2024 Target Compensation Structure

    | (1) In connection with his appointment as President and CEO, we agreed to grant Mr. Krcmarov approximately $1,930,000 in RSUs with a three-year vesting period and approximately $1,265,000 in target PSUs under our 2025 PSU program. Given the timing of Mr. Krcmarov’s appointment, these awards were not granted in 2024. |

  62. 2024 Target Compensation Structure

    | (2) In connection with Mr. Sienko’s promotion in August 2024 and our peer group analysis, his salary was increased from $330,000 to $345,000, and his STIP target was increased from 70% to 100%, or $231,000 to $345,000, respectively. |

  63. 2024 Target Compensation Structure

    | (4) Mr. Baker departed from the Company on May 22, 2024, and therefore forfeited his 2024 STIP award and was not granted any equity awards in 2024. |

  64. 2024 Target Compensation Structure

    | (5) Consists of the target values for RSUs and PSUs as follows: |

  65. 2024 Target Compensation Structure

    | NEO | RSUs ($) | PSUs ($) | Total Equity Award Value ($) | | Krcmarov | 1,930,000 | 1,265,000 | 3,195,000 | | Lawlar | 368,000 | 368,000 | 736,000 | | Clary | 343,275 | 343,275 | 686,550 | | Sienko | 343,275 | 343,275 | 686,550 | | Brown | 312,675 | 312,675 | 625,350 | | Boggs* | — | — | — | | Baker* | — | — | — |

  66. Summary

    | Area of Focus | What we Heard | How We Responded | | LTIP | Lacked pre-established, objective, and formulaic performance goals. | Starting with 2024, we discontinued the LTIP and allocated long-term incentives to RSUs and PSUs. | | STIP | Contained non-measurable qualitative goals and provided the Compensation Committee positive discretion to adjust formulaic payouts. | Starting with 2024, we eliminated the qualitative and positive discretionary components. The STIP is now based entirely on quantitative performance metrics (and negative discretion where appropriate). | | Change-in-Control and Severance | Excessive cash separation benefits under certain scenarios for the President and CEO. | Our former President and CEO was eligible for a severance benefit under his Change-in-Control Agreement that exceeded three times his annual cash compensation. Starting with our new CEO, the benefit is now two times his annual cash compensation. |

  67. Summary

    | • | the base salary for Mr. Sienko was increased by approximately 5% and his target annual bonus increased from 70% of base salary to 100%, due to his promotion to SVP–GC, and in response to our peer group analysis; |

  68. Summary

    | • | the assessment of our STIP corporate performance quantitative factors was 92% of target; however, the committee used its negative discretion and reduced the award to 85% of target; |

  69. Summary

    | • | the 2022-2024 LTIP resulted in a payout to the NEOs of $75.69 per unit compared to a target of $90 per unit, or approximately 84% of target, and was paid in common stock; and |

  70. Summary

    | • | PSU performance against the peer group achieved below threshold results due to our TSR ranking of 14th among the 20 peers in our group for the 2022-2024 period. Placing 14th among the peer companies, resulted in no award. See 2022-2024 PSU Results on page 65 for further information. |

  71. Base Salary

    Base Salary Design. The committee targets NEO base salaries at the approximate median among Hecla’s peer group. An individual NEO’s base salary may be set above or slightly below this range for that particular position, depending on the committee’s subjective assessment of the individual NEO’s experience, expected future contribution, retention concerns, and the recommendation of our CEO (other than for the CEO). 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 2024, the committee reviewed an analysis prepared by the Company’s human resources department, but did not adjust any base salaries. In August 2024, the committee adjusted the base salary for Mr. Sienko by approximately 5% due to his promotion to SVP–GC and to better align his compensation level to the current peer group median for 2024. The following table shows annualized base salaries for all non-interim NEOs from July 1, 2023 through December 31, 2024:

  72. Incentive Plans

    Incentive Plans

  73. 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 2024, the committee reviewed and approved the proposed 2024 STIP goals. In February 2025, the committee reviewed the Company’s 2024 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 (prorated for Mr. Krcmarov in 2024). 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 performance of the NEO. 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 2024, target STIP award opportunities for the NEOs were as follows:

  74. STIP

    | NEO | Target STIP (% of base salary) | | Krcmarov | 110% | | Baker | 125% | | Lawlar | 100% | | Clary | 100% | | Sienko* | 100% | | Brown | 70% |

  75. STIP

    | * Mr. Sienko’s target STIP was increased from 70% to 100% in August 2024 due to his promotion to SVP–GC. When calculating Mr. Sienko’s 2024 STIP, we used a prorated approach. |

  76. STIP

    Performance Measures and Components. Our management develops proposed targets and goals for each Company performance measure based on a variety of factors, internal budgets, forecasts and growth targets, market expectations and strategic objectives. The committee reviews the targets and goals and then approves 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. Performance Factors. For 2024, the performance factors under the STIP were divided into five factors (including weighting): safety (10%), environmental (10%), operations (25%), financial goals (45%), and exploration (10%).

  77. 2024 Safety Metrics (10%)

    The AIFR reduction target was set at 1.22, which was Hecla’s best prior result. Maximum was set at 0.87, and threshold was set at Hecla’s three-year trailing average of 1.37. Hecla’s actual AIFR for 2023 was 1.45. The 2024 AIFR was 1.86, which did not meet the threshold and resulted in a performance value of 0%. Leading Indicators (5%)

  78. 2024 Safety Metrics (10%)

    The leading indicator goal was created to motivate positive safety behaviors at mine sites such as hazard identification, risk reduction and management field presence. Each site set targets for three leading indicators. For the leading indicator roll-up, threshold was for the sites to achieve, on average, 100% of their targets; target was to reach 110%; and maximum was to exceed 120%. Examples of leading indicators include: (i) regular systematic inspections, field engagement/interactions, and corrective actions applying engineered or higher controls. The mine sites achieved 107% of target, which was between threshold and target and resulted in a performance value of 2%.

  79. 2024 Operations (25%)

    Target was set at achieving budgeted production results, or 100% of budgeted AgEq ounces, which was 40.6 million AgEq ounces based on conversion ratios using average 2024 prices. Threshold was set at a decrease of 1,300,000 AgEq ounces, and maximum was set at an increase of 1,300,000 AgEq ounces. 2024 AgEq ounce production resulted in only 38 million AgEq ounces, 94% of target, or roughly 2.6M AgEq ounces below target. The results were below threshold, which resulted in a performance value of 0%.

  80. 2024 Financials (45%)

    This goal was based on the Board’s approved revised budget of $210M in capital. Threshold was set at approximately 110% of target, and maximum was set at $197M, which was the original approved budgeted capital spending figure. Our 2024 capital spending was $215M, which was between threshold and target, resulting in a performance value of 12%.

  81. 2024 Exploration (10%)

    2024 Exploration (10%) Maintaining Reserves (5%) The target was to maintain reserves. Threshold was set at replacing 50% of the AgEq ounces mined at Greens Creek, Keno Hill, and Lucky Friday. Maximum was set at adding 25M AgEq ounces. The targeted AgEq ounces were 559M, and we ended the year with 564M AgEq ounces, thus adding roughly 5M AgEq ounces. In 2024, we added 4.6M AgEq ounces of reserves Company-wide, resulting in a performance value of 6%. Adding Resources (5%) The target was set at adding 10M AgEq ounces. Threshold was set at maintaining existing AgEq ounces, and maximum was set at adding 75M AgEq ounces. In 2024, our resources decreased, which resulted in a factor value of 0%. Committee Override of Calculated Results. Based on Company and individual performance for 2024, the committee determined to assess a negative discretionary factor of 7%, for a total quantitative factor of 85% to more accurately reflect the performance results for 2024.

  82. Summary of 2024 STIP Results

    Summary of 2024 STIP Results In summary, 2024 was a difficult year for Hecla, largely due to production shortfalls and higher than budgeted costs of production. Permitting issues at Keno Hill and Casa Berardi continued to create difficulty throughout the year. Safety performance was below the targeted level, and we failed to replace resources. Higher than budgeted metals prices mitigated the impact of the negative issues discussed above (other than operating cash flow that was above the targeted levels). The higher than anticipated base metals prices resulted in by-product credits that lowered our AISC below expected levels. Our environmental goal had a positive aspect, with three of the four operating mines achieving their goal of reducing reportable environmental exceedances by 10%.

  83. Summary of 2024 STIP Results

    | 2024 STIP Results | Performance Value | | Safety | | | • AIFR Reduction | 0% | | • Leading Indicators | 2% | | Environmental | 15% | | Operations – AgEq | 0% | | Financial Goals | | | • Operating Cash Flow | 28% | | • AISC / Ag oz. | 29% | | • Capital Spending | 12% | | Exploration | | | • Reserves | 6% | | • Resources | 0% | | Performance Value | 92% | | Committee Override of Calculated Results | (7%) | | Total Performance Value | 85% |

  84. Summary of 2024 STIP Results

    NEO Year-end 2024 Performance as a Group. The STIP resulted in a Company-wide corporate performance that the committee concluded to be 92% but used a negative discretionary factor of 7%, for a total corporate performance value of 85%. Each NEO’s performance is mostly based on the Company-wide corporate performance as a whole; however, the committee believes that other corporate goals specifically achieved under each NEO’s area of responsibility should be taken into account, as they support and help achieve the Company-wide strategic objectives. After the end of the year, the committee reviews and sets the corporate performance value, and the CEO reviews each other NEO’s performance against certain corporate performance goals in his or her area of responsibility and makes a recommendation to the committee. The following is a summary description of the 2024 corporate performance results, which is also based on the following for the NEOs as a group, except our CEO. Our former CEO departed from the company on May 22, 2024. Mr. Krcmarov joined the Company on November 7, 2024, and received a prorated portion of the 2024 STIP.

  85. Summary of 2024 STIP Results

    | • | obtained dismissal with prejudice of class action lawsuit; |

  86. Summary of 2024 STIP Results

    | • | coordinated transition of new President and CEO and Board members; |

  87. Summary of 2024 STIP Results

    | • | resolved regulatory matters on favorable terms; |

  88. Summary of 2024 STIP Results

    | • | implemented additional governance and internal policies and procedures; |

  89. Summary of 2024 STIP Results

    | • | successfully secured full $50 million insurance settlement for the Lucky Friday incident within 12 months of the fire event; |

  90. Summary of 2024 STIP Results

    | • | expanded the Company’s credit facility by 50% to $225 million while maintaining favorable collateral and pricing requirements; |

  91. Summary of 2024 STIP Results

    | • | improved talent in finance department while streamlining and improving financial reporting; |

  92. Summary of 2024 STIP Results

    | • | insulated Company from tariffs on concentrate, while improving terms regarding gold grade, and copper and zinc payment; |

  93. Summary of 2024 STIP Results

    | • | completed the first Hecla-wide safety culture survey and implemented Safety 365; |

  94. Summary of 2024 STIP Results

    | • | held a Company-wide Hecla Safety Day, with all corporate leaders on-site at the various locations, with a synchronized all hands tools-down discussion of safety with the ICEO; |

  95. Summary of 2024 STIP Results

    | • | audits of active site obligation register and water management systems at all four active sites were completed in 2024. HLRAs were completed for at least one significant aspect identified during the audits; and |

  96. Summary of 2024 STIP Results

    | • | The Libby Exploration Project draft Environmental Assessment was submitted to the US Forest Service on December 30, 2024. |

  97. 2024 STIP Award Summary

    2024 STIP Award Summary Set forth in the table below is each NEO’s target award and actual award, which was paid in cash to each NEO.

  98. 2024 STIP Award Summary

    | Name | Base Salary ($) | Base Salary Factor (%) | Target STIP ($) | % of Target(1) (%) | Cash Award(2) ($) | | Krcmarov | 850,000 | 110 | 935,000 | 85 | 132,458(3) | | Lawlar | 379,500 | 100 | 379,500 | 80 | 303,600 | | Clary | 345,000 | 100 | 345,000 | 80 | 276,000 | | Sienko | 345,000 | 100 | 345,000 | 90 | 301,500(4) | | Brown | 330,000 | 70 | 231,000 | 85 | 196,350 | | Baker | 825,000 | 125 | 1,031,250 | —(5) | —(5) |

  99. 2024 STIP Award Summary

    | (1) The percentages listed for each of the NEOs (other than Mr. Krcmarov), generally include achievement of corporate goals and may include any corporate goals specifically achieved under the NEOs’ area of responsibility. |

  100. 2024 STIP Award Summary

    | (2) The amount reported in this column was paid in cash and is included in the Summary Compensation Table for 2024 on page 72 under “Non-Equity Incentive Plan Compensation.” |

  101. 2024 STIP Award Summary

    | (3) Mr. Krcmarov joined the Company on November 7, 2024. his STIP was prorated. |

  102. 2024 STIP Award Summary

    | (4) Mr. Sienko was promoted to SVP–GC in August 2024, and his base salary was increased by 5%, and his target STIP increased from 70% to 100% His 2024 STIP award was prorated accordingly. |

  103. 2024 STIP Award Summary

    | (5) Mr. Baker departed from the company on May 22, 2024, and therefore he did not receive a 2024 STIP award. |

  104. LTIP

    LTIP The committee determined to discontinue the LTIP starting in 2024 to align our executive compensation program with our peers. The only remaining open LTIP performance period is the 2023-2025 LTIP. Previously, we used the LTIP to focus employees on meeting long-term (three-year) performance goals. The LTIP was 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 additional, 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 2022-2024 LTIP. In February 2022, the committee approved the 2022-2024 LTIP, which has a target value of $90 per unit and a maximum potential value of $525 per unit. The 2022-2024 LTIP consists of four performance goals (maintenance of reserves, (based on silver equivalent including gold); target resource growth, 40 million ounces (based on silver equivalent including gold), target production growth, 90 million ounces (silver equivalent, including only gold); and mine site operating cash flow target, $800 million. The 2022-2024 LTIP also includes a TSR multiplier described in further detail on the next page. 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 2022-2024 LTIP were maintenance of reserves, resource growth, production, 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:

  105. LTIP

    | • | Maintenance of reserves. Silver-equivalent reserves remain 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 82.5 ounces of silver. |

  106. LTIP

    | • | Silver equivalent resource growth. Exploration success is needed in order to add to and increase resources to a sufficient size for conversion to reserves for potential new mining opportunities. Silver equivalent reserve and resource growth included gold converted to silver equivalent at a ratio of one ounce of gold to 82.5 ounces of silver. |

  107. LTIP

    | • | Production. 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 82.5. 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. |

  108. 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 and production 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. |

  109. 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 eight, 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 nine, 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.

  110. 2022-2024 LTIP Targets and Results

    2022-2024 LTIP Targets and Results

  111. 2022-2024 LTIP Targets and Results

    | Measured Performance Goal | Target Amount | Actual Amount | | Maintenance of silver-equivalent reserves (includes only gold) | 0 million AgEq | (6) million AgEq | | Silver-equivalent resource growth (includes only gold) | 40 million AgEq | 129 million AgEq | | Production of silver-equivalent ounces | 90 million | 83.4 million | | Mine site operating cash flow | $800 million | $826 million | | TSR | Median | Median |

  112. 2022-2024 LTIP Targets and Results

    Maintenance of Reserves. During the first and third years of the 2022-2024 Plan period, we achieved growth in the reserves but experienced a decrease in reserves during the second year. The reserve losses in 2023, which were largely in gold, slightly offset the reserve gains from 2022 and 2024, and resulted in a decrease in reserves of approximately 6 million silver equivalent ounces, which was below target, but above threshold. This resulted in a payout of $17 per unit. Resource growth. During 2022 and 2023, resource growth was strong due to the acquisition of the Keno Hill mine and ATAC property in the Yukon. Both silver and gold resources were added in 2022 and 2023. Resources were not replaced in 2024 largely due to a limited exploration program. Over the course of the three-year plan period, 129 million silver equivalent ounces were added to the resource. This resulted in a payout of $22.25 per unit. Production. Production was approximately 7% below budget across the three-year plan period. Underperformance at Keno Hill, the 2023 fire at Lucky Friday, and East Mine closure at Casa Berardi contributed to the shortfall. The three-year summary resulted in the production of 83.4 million AgEq or 7% below target. This resulted in a payout of $0. Mine site operating cash flow. During 2022 and 2023, mine site operating cash flows were below target by roughly 10%. During 2024, cash flows exceeded target by approximately 29%, resulting in a three-year mine site operating cash flow that was $26 million above target. This resulted in a payout of $36.44 per unit. TSR. Hecla’s relative TSR over the three-year LTIP period was negative 4.6% and ranked 14th among the 20 peer companies (inclusive of Hecla). According to the plan, rankings of 9th through 14th among the peer group as the mid-range and earned a 100% multiple. Because the TSR multiple was 100%, it had no effect on the payout.

  113. 2022-2024 LTIP Award Summary

    2022-2024 LTIP Award Summary The 2022-2024 LTIP achieved a payout of $75.69 per unit, which was $14.31, or 16% below target for the performance period. The following chart shows the number of performance units awarded in 2022 to each NEO then employed with us, the unit value achieved, the total amount of the award (number of units x $75.69 = total award value). The committee approved the 2022-2024 LTIP awards be paid in the form of Hecla common stock.

  114. 2022-2024 LTIP Award Summary

    | Name | 2022-2024 Performance Units (#) | Unit Value ($) | Total Amount of Award(1) ($) | Number of Shares Received(2) (#) | | Krcmarov(3) | — | — | — | — | | Lawlar | 3,500 | 75.69 | 264,915 | 50,556 | | Clary | 3,300 | 75.69 | 249,777 | 47,667 | | Sienko | 3,150 | 75.69 | 238,424 | 45,501 | | Brown | 3,150 | 75.69 | 238,424 | 45,501 | | Boggs | — | — | — | — | | Baker(4) | 10,000 | — | — | — |

  115. 2022-2024 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 2024 on page 72 under “Non-Equity Incentive Plan Compensation.” |

  116. 2022-2024 LTIP Award Summary

    | (2) Payments were made in stock, determined by dividing the cash value of the payout by the closing price of the Company’s common stock on the NYSE on February 24, 2025 ($5.24). |

  117. 2022-2024 LTIP Award Summary

    | (3) Mr. Krcmarov joined the Company on November 7, 2024, and was not entitled to an award under the 2022-2024 LTIP. |

  118. 2022-2024 LTIP Award Summary

    | (4) Mr. Baker departed the Company on May 22, 2024, and therefore he did not receive a 2022-2024 LTIP payout. |

  119. Equity

    Equity We have no program, plan, or practice to time the grant of stock-based awards relative to the release of material non-public information or other corporate events. All equity grants to executive officers are approved by the committee at regularly scheduled meetings or, in limited cases involving key recruits or promotions, by a special meeting or unanimous written consent. The grant date is the meeting date, or a fixed, future date specified at the time of the grant. It is not our practice to issue stock options to our NEOs (or any other employee). If we grant options in the future, we anticipate that we would do so consistent with applicable laws and our current cadence for granting equity awards. Under the terms of our 2010 Stock Plan, the fair market value of any award is determined by the closing price of our common stock on the NYSE on the date of grant or a fixed, future date specified at the time of grant. In addition, the committee typically makes equity grants to NEOs in the first half of the year.

  120. 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. With the exception of Messrs. Baker and Krcmarov, and Ms. Boggs, the committee awarded RSUs to each of the other NEOs in June 2024. The RSUs vest in three equal amounts with vesting dates of June 21, 2025, June 21, 2026, and June 21, 2027. See Grants of Plan-Based Awards for 2024 on page 74. Please see “CEO Transition” on page 55 for a discussion of 2024 compensation actions taken with respect to Messrs. Baker and Krcmarov, and Ms. Boggs. We do not credit RSUs with dividend equivalents. In order to incentivize recipients to continue working for the Company, RSU awards require both an age and years of service trigger in order to qualify for continued vesting of the RSUs as of the employee’s retirement. The 2010 Stock Plan provides that for purposes of the RSU awards, in order to receive such continued vesting, the grantee 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. If one of the above requirements is met, the recipients will receive their RSUs on applicable vesting dates. With the exception of Messrs. Baker and Krcmarov, and Ms. Boggs, in 2024, we granted the following RSUs to our NEOs under the 2010 Stock Plan:

  121. RSUs

    | NEO | Value of RSUs Units ($) | Number of Shares(1) (#) | | Krcmarov | — | — | | Lawlar | 368,000 | 71,180 | | Clary | 343,275 | 66,397 | | Sienko | 343,275 | 65.571 | | Brown | 312,675 | 60,479 | | Boggs | — | — | | Baker | — | — |

  122. 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, 2024 ($5.17). |

  123. PSUs

    PSUs We grant PSUs to certain executive officers, including our NEOs. The value of the awards is based in part 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. With the exception of Messrs. Baker and Krcmarov, and Ms. Boggs, in June 2024, the committee granted PSUs to our other NEOs with the target values listed below. The value of these PSUs will be based 50% on (i) the TSR of our common stock for the three-year period from January 1, 2024, through December 31, 2026, based on the percentile rank within a group of peer companies, and 50% on (ii) the achievement of mine site operating cash flow less capital expenditures (“Mine Site OCF”) versus a pre-established target. Please see “CEO Transition” on page 55 for a discussion of 2024 compensation actions taken with respect to Messrs. Baker and Krcmarov, and Ms. Boggs.

  124. PSUs

    | NEO | Target Value of PSUs ($) | Number of Shares(1) (#) | | | — | — | | Krcmarov | — | — | | Lawlar | 368,500 | 71,180 | | Clary | 343,275 | 66,397 | | Sienko | 343,275 | 65,571 | | Brown | 312,675 | 60,479 | | Boggs | — | — | | Baker | — | — |

  125. 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, 2024 ($5.17). |

  126. PSUs

    If Hecla’s performance is at the bottom of the peer group, the TSR portion of the award is zero. If Hecla’s performance is at the 25th percentile, this portion of the award is earned at 50% of target. If Hecla’s performance at the 50th percentile, this portion of the award is earned at target. If Hecla’s performance is at the 100th percentile, this portion of the award is earned at the maximum of 200%. Achievement between the foregoing levels is linearly interpolated. The industry peer group used for purposes of the 2022-2024 TSR PSUs discussed above is listed on page 49. Threshold for the Mine Site OCF metric is 70% of target, in which case this portion of the award is earned at 50% of target. If the Mine Site OCF is 90% of target, this portion of the award is earned at target. If the Mine Site OCF is 110% of target, this portion of the award is earned at the maximum of 200%. Achievement between the foregoing levels is linearly interpolated.

  127. 2022-2024 PSU Results

    2022-2024 PSU Results In February 2025, the committee certified the results of the PSUs granted in 2022 to our then NEOs. These PSUs had a three-year performance period ended December 31, 2024, with vesting and payout based on the Company’s TSR compared to our TSR peer group (consisting of 20 companies and funds listed on page 49) from January 1, 2022, through December 31, 2024. The following table shows the calculation of the PSU results at the end of the three-year performance period on December 31, 2024. During this three-year performance period, Hecla ranked 14th among the 20 peer group companies based on TSR from 2022 through 2024, which resulted in a payout percentage of 0% of the NEOs’ targeted PSU award values. Please see the proxy statement filed in 2023 for details regarding the performance metrics. 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 60 calendar days prior to January 1, 2022 (the base price) with the average closing share price over the last 60 calendar days of the three-year performance period (ended December 31, 2024). The table below details the value of the PSUs based on the estimated outcome as of the date of grant. These values for the 2022 PSUs are reflected in the applicable Grants of Plan-Based Awards for 2022 table from our 2023 Proxy Statement, and the realized value of the common stock received upon settlement of the awards on February 24, 2025.

  128. 2022-2024 PSU Results

    | Executive(1) | Target Number of PSUs Granted in 2022 (#) | Number of 2022 PSUs Earned (#) | | Baker | 146,726 | — | | Lawlar | 29,345 | — | | Clary | 27,088 | — | | Sienko | 25,959 | — | | Brown | 25,959 | — |

  129. 2022-2024 PSU Results

    | (1) Mr. Krcmarov and Ms. Boggs were not employees during 2022 and did not receive PSUs. |

  130. 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). The KEDP was frozen effective January 2025. Prior to January 1, 2025, deferred RSUs and PSUs could also be credited to a stock account. The deferral features promoted 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. In 2024, the committee froze the KEDCP, preventing new participants from joining the KEDCP. Effective January 2025, no existing participant (including NEOs) can make a new deferral election. Additional details about the KEDCP are described in the narrative accompanying the Nonqualified Deferred Compensation for 2024 table on page 80. Benefits. We provide our employees with a benefits package that is designed to attract and retain the talent needed to manage Hecla. In 2024, the committee froze any new participation in the Retirement Plan for U.S. employees. The U.S. NEOs, are eligible to receive, health, vision and 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 78. 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 believe perquisites should be limited in scope and value. As a result, we have historically provided limited perquisites to our executive officers, typically consisting of relocation benefits for specific recruitment needs. Prior to his retirement from the Company in May 2024, the Company incurred costs for personal benefits provided to Phillips S. Baker, Jr., the Company’s former CEO. Because Mr. Baker did not reimburse the Company for these costs prior or subsequent to his retirement, we are required under SEC rules to disclose the costs of perquisites in the Summary Compensation Table for 2024 on page 72. We do not anticipate providing similar benefits in the future.

  131. 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 80. 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.

  132. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following compensation tables provide information regarding the compensation of our NEOs for the year ended December 31, 2024, determined in accordance with SEC rules.

  133. Summary Compensation Table for 2024

    | 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 ($) | Total ($) | | Rob Krcmarov President and CEO | 2024 | 93,500 | — | 132,458 | — | 462(5) | 226,420 | | Russell D. Lawlar Sr. Vice President – Chief Financial Officer | 2024 | 379,500 | 595,670 | 568,515 | 70,653 | 23,469(5) | 1,637,807 | | | 2023 | 352,688 | 329,041 | 472,350 | 38,428 | 22,569 | 1,215,076 | | | 2022 | 294,792 | 306,052 | 674,891 | — | 20,818 | 1,296,553 | | Michael L. Clary Senior Vice President – Chief Administrative Officer | 2024 | 345,000 | 555,646 | 525,777 | 476,587 | 23,469(5) | 1,926,479 | | | 2023 | 320,625 | 303,738 | 462,000 | 1,353,530 | 22,463 | 2,462,356 | | | 2022 | 281,042 | 282,509 | 778,688 | — | 20,711 | 1,362,950 | | David C. Sienko Senior Vice President – General Counsel and Secretary | 2024 | 326,875 | 553,002 | 539,924 | 137,319 | 22,339(5) | 1,579,459 | | | 2023 | 306,875 | 263,057 | 342,000 | — | 22,420 | 934,352 | | | 2022 | 281,042 | 268,235 | 671,250 | — | 20,711 | 1,241,238 | | Robert D. Brown(6) Vice President – Corporate Development and Sustainability | 2024 | 330,000 | 506,118 | 434,774 | 75,461 | 7,987(5) | 1,354,340 | | | 2023 | 315,000 | 275,679 | 383,250 | 86,114 | 8,066 | 1,068,109 | | | 2022 | 282,000 | 268,235 | 761,250 | — | 20,415 | 1,331,900 | | Catherine J. Boggs Former Interim President and CEO, Board Chair | 2024 | 606,735 | 408,603 | — | — | — | 1,015,338 | | Phillips S. Baker, Jr. Former President and CEO | 2024 | 358,188 | — | — | 44,250 | 1,764,140(5) | 2,166,578 | | | 2023 | 784,375 | 1,216,206 | 1,434,375 | 685,029 | 22,568 | 4,142,554 | | | 2022 | 722,917 | 1,205,255 | 2,630,625 | — | 21,069 | 4,579,866 |

  134. Summary Compensation Table for 2024

    | (1) Mr. Baker departed the company on May 22, 2024. Ms. Boggs served as our ICEO from May 22, 2024 until November 7, 2024. Mr. Krcmarov became our President and CEO on November 7, 2024. Consequently, the salaries presented for them are prorated. In accordance with SEC rules, the salary presented for Ms. Boggs also includes $180,000 in director fees paid to her for 2024. |

  135. Summary Compensation Table for 2024

    | (2) Represents RSUs awarded and PSUs granted in each of fiscal years 2024, 2023 and 2022. 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 2024 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 13, 2025. 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. In accordance with SEC rules, the amount presented for Ms. Boggs reflects stock awards granted to her in 2024 in connection with her service as (i) a member of our Board (FASB ASC Topic 718 grant date fair value of $125,533), and (ii) our ICEO (FASB ASC Topic 718 grant date fair value of $283,070). Please see the Grants of Plan-Based Awards for 2024 table on page 74 for more information about the awards granted to our NEOs in 2024. |

  136. Summary Compensation Table for 2024

    | (3) This column represents the performance payments paid to our NEOs for the calendar years 2024, 2023, and 2022 under our STIP and for the LTIP plan periods, 2022-2024, 2021-2023, and 2020-2022. As described in the Compensation Discussion and Analysis, Ms. Boggs was not eligible for an STIP opportunity in 2024. The committee determined this was appropriate not only given the temporary and transitional nature of Ms. Bogg’s role and her existing meaningful financial stake in the Company, but also given that at the time she commenced her role as ICEO, nearly half of the performance period within our 2024 annual performance-based incentive program had elapsed. Mr. Baker departed from the company on May 22, 2024, at which time he forfeited his STIP and LTIP opportunities. Mr. Krcmarov became our President and CEO on November 7, 2024; consequently, the 2024 STIP presented for him is prorated. The 2024 STIP was paid 100% in cash. The 2022-2024 LTIP was paid in common stock. At the election of the NEO, the 2023 STIP was paid in cash or common stock. The 2021-2023 LTIP was paid in common stock. The 2022 STIP and 2020-2022 LTIP were paid in cash. The awards for each of the plan years are as follows: |

  137. Summary Compensation Table for 2024

    | Name | Year | STIP Award ($) | LTIP Plan Period | LTIP Units (#) | Unit Value ($) | LTIP Award ($) | Total STIP and LTIP ($) | Total STIP and/or LTIP Paid in Cash ($) | Total STIP and/or LTIP Paid in Shares (#) | | Krcmarov | 2024 | 132,458 | — | — | — | — | 132,458 | 132,458 | — | | Lawlar | 2024 | 303,600 | 2022-2024 | 3,500 | 75.69 | 264,915 | 568,515 | 303,600 | 50,556* | | | 2023 | 303,600 | 2021-2023 | 3,000 | 56.25 | 168,750 | 472,350 | — | 106,385 | | | 2022 | 419,100 | 2020-2022 | 2,067 | 123.75 | 255,791 | 674,891 | 674,891 | — | | Clary | 2024 | 276,000 | 2022-2024 | 3,300 | 75.69 | 249,777 | 525,777 | 276,000 | 47,667* | | | 2023 | 293,250 | 2021-2023 | 3,000 | 56.25 | 168,750 | 462,000 | 293,250 | 38,007 | | | 2022 | 525,000 | 2020-2022 | 2,050 | 123.75 | 253,688 | 778,688 | 778,688 | — | | Sienko | 2024 | 301,500 | 2022-2024 | 3,150 | 75.69 | 238,424 | 539,924 | 301,500 | 45,501* | | | 2023 | 173,250 | 2021-2023 | 3,000 | 56.25 | 168,750 | 342,000 | — | 77,027 | | | 2022 | 300,000 | 2020-2022 | 3,000 | 123.75 | 371,250 | 671,250 | 813,425 | — | | Brown | 2024 | 196,350 | 2022-2024 | 3,150 | 75.69 | 238,424 | 434,774 | 196,350 | 45,501* | | | 2023 | 214,500 | 2021-2023 | 3,000 | 56.25 | 168,750 | 383,250 | — | 86,318 | | | 2022 | 390,000 | 2020-2022 | 3,000 | 123.75 | 371,250 | 761,250 | 761,250 | — | | Boggs | 2024 | — | — | — | — | — | — | — | — | | Baker | 2024 | — | 2022-2024 | — | — | — | — | — | — | | | 2023 | 928,125 | 2021-2023 | 9,000 | 56.25 | 506,250 | 1,434,375 | 1,434,375 | — | | | 2022 | 1,640,625 | 2020-2022 | 8,000 | 123.75 | 990,000 | 2,630,625 | 2,630,625 | — |

  138. Summary Compensation Table for 2024

    | * Consists only of LTIP awards, which were paid 100% in common stock. The number of shares was determined based by using the closing price of Hecla’s common stock on the NYSE on February 24, 2025 ($5.24). |

  139. Summary Compensation Table for 2024

    | (4) The amounts reported in this column for 2024 are changes between December 31, 2023 and December 31, 2024 in the actuarial present value of the accumulated pension benefits. Pension values will typically increase from year-to-year due to increasing age, years of service, and average annual earnings, and can fluctuate significantly due to changes in the assumptions used to determine the present value. The Change in Pension Value and Nonqualified Deferred Compensation Earnings column (the “Pension Value column”) is calculated pursuant to SEC requirements and is based on assumptions used in preparing the Company’s audited financial statements for the applicable calendar years. As a non-U.S. citizen, Mr. Brown is not a participant in the Hecla Mining Company Retirement Plan, or the unfunded SERP. In lieu of participation in these plans, Mr. Brown is expected to receive a similar supplement benefit as if he had participated in these plans. See Retirement Plan on page 78 for a description of non-U.S. employee’s retirement benefits. |

  140. Summary Compensation Table for 2024

    | (5) Includes the following: |

  141. Summary Compensation Table for 2024

    | NEO | Matching 401(k) Contribution ($) | Annual Life Insurance Premium ($) | Unused Vacation ($) | Other ($) | | Total ($) | | Krcmarov | — | 462 | — | — | | 462 | | Lawlar | 20,700 | 2,769 | — | — | | 23,469 | | Clary | 20,700 | 2,769 | — | — | | 23,469 | | Sienko | 19,613 | 2,726 | — | — | | 22,339 | | Brown | 6,287(i) | 1,700(ii) | — | — | | 7,987 | | Boggs | — | — | — | — | | — | | Baker | 20,700 | 1,154 | 79,324 | 1,662,962 | (iii) | 1,764,140 |

  142. Summary Compensation Table for 2024

    | (i) This amount is in lieu of the 401(k) match made on behalf of Mr. Brown. 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 in The Bank of Canada from time-to-time. |

  143. Summary Compensation Table for 2024

    | (ii) Life insurance premium is paid in Canadian funds. The amounts reported are in U.S. dollars based on the applicable exchange rates as reported in The Bank of Canada from time-to-time. |

  144. Summary Compensation Table for 2024

    | (iii) | Includes $1,539,862 for shares covered by RSUs and PSUs Mr. Baker remained eligible to earn following his retirement (based on the closing stock price of our common stock and, for PSUs, the probability of achievement of the applicable performance goals, in each case as of the date of Mr. Baker’s retirement). In addition, includes the following personal benefits for which Mr. Baker did not reimburse the Company prior or subsequent to his departure: (i) $30,695 for home repairs and maintenance; (ii) two months apartment rental for Mr. Baker and his guests; (iii) over-reimbursement to Mr. Baker for a taxicab fare; (iv) travel, lodging and food expenses for Mr. Baker and his guests, including to attend Company-sponsored events; and (v) $48,440 in U.S. federal taxes the Company was required to remit to tax authorities on Mr. Baker’s behalf. |

  145. Summary Compensation Table for 2024

    | (6) Mr. Brown receives his compensation in Canadian funds. The amounts reported for Mr. Brown are 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. |

  146. Summary Compensation Table for 2024

    The following table shows all plan-based awards granted to the NEOs during 2024.

  147. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024

  148. Grants of Plan-Based Awards for 2024

    | | | 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 (#) | | | | Rob Krcmarov(2) | | | | | | | | | | | RSUs | | | | | | | | — | — | | PSUs | | | | | — | — | — | — | — | | STIP(8) | | — | 935,000 | 1,870,000 | | | | | | | Russell D. Lawlar | | | | | | | | | | | RSUs(3) | 06/21/24 | | | | | | | 71,180 | 368,000 | | PSUs(4) | 06/21/24 | | | | 35,590 | 71,180 | 142,360 | 71,180 | 227,670 | | STIP(8) | | — | 379,500 | 759,000 | | | | | | | Michael L. Clary | | | | | | | | | | | RSUs(3) | 06/21/24 | | | | | | | 66,397 | 343,272 | | PSUs(4) | 06/21/24 | | | | 33,198 | 66,397 | 132,794 | 66,397 | 212,374 | | STIP(\8) | | — | 345,000 | 690,000 | | | | | | | David C. Sienko | | | | | | | | | | | RSUs(3) | 06/21/24 | | | | | | | 65,571 | 343,272 | | PSUs(4) | 06/21/24 | | | | 30,239 | 60,479 | 120,958 | 65,571 | 209,730 | | STIP(8) | | — | 345,000 | 690,000 | | | | | | | Robert D. Brown | | | | | | | | | | | RSUs(3) | 06/21/24 | | | | | | | 60,479 | 312,675 | | PSUs(4) | 06/21/24 | | | | 30,239 | 60,479 | 120,958 | 60,479 | 193,443 | | STIP(8) | | — | 231,000 | 462,000 | | | | | | | Catherine J. Boggs | | | | | | | | | | | Board Member Deferred Shares(5) | 06/21/24 | | | | | | | 24,281 | 125,533 | | Interim CEO Equity(6) | 05/31/24 | | | | | | | 2,089 | 12,304 | | Interim CEO Equity | 06/28/24 | | | | | | | 8,742 | 42,399 | | Interim CEO Equity | 07/31/24 | | | | | | | 7,334 | 42,391 | | Interim CEO Equity | 08/30/24 | | | | | | | 7,150 | 42,400 | | Interim CEO Equity | 09/30/24 | | | | | | | 6,356 | 42,395 | | Interim CEO Equity | 10/31/24 | | | | | | | 6,533 | 42,399 | | Interim CEO Equity | 11/07/24 | | | | | | | 1,594 | 9,883 | | Interim CEO Equity | 11/29/24 | | | | | | | 5,887 | 32,496 | | Interim CEO Equity | 12/11/24 | | | | | | | 2,804 | 16,403 | | Phillips S. Baker, Jr.(7) | | | | | | | | | | | RSUs | — | | | | | | | — | — | | PSUs | — | | | | — | — | — | — | — | | STIP | | — | 1,031,250 | 2,062,500 | | | | | |

  149. Grants of Plan-Based Awards for 2024

    | (1) With the exception of Ms. Boggs, whose equity awards are discussed in footnote 6, 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 2024 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on February 13, 2025 (the “Form 10-K”). 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. |

  150. Grants of Plan-Based Awards for 2024

    | (2) Mr. Krcmarov joined the Company on November 7, 2024. He did not receive any RSUs until January 2025 and will be granted PSUs in June 2025. He received a prorated amount for the 2024 STIP. |

  151. Grants of Plan-Based Awards for 2024

    | (3) Represents the number of RSUs granted on June 21, 2024 to the NEOs under the terms of the 2010 Stock Incentive Plan. The restrictions lapse for one-third of the RSUs on June 21, 2025, one-third on June 21, 2026 and one-third on June 21, 2027, 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, 2024 ($5.17). |

  152. Grants of Plan-Based Awards for 2024

    | (4) Represents the number of PSUs of Hecla common stock granted under the 2010 Stock Incentive Plan, having a target value for each NEO of: Lawlar, $368,000; Clary, $343,275; Sienko, $343,275; and Brown, $312,675, with the potential of up to 200% of the target number of shares covered (subject to specific performance terms and conditions established for these shares) awarded to the NEOs under the 2010 Stock Incentive Plan. Determination of the actual number of these PSUs to be received by the NEOs will be based on the TSR of Hecla common stock for the three-year period from January 1, 2024 through December 31, 2026, based on the following percentile rank within peer group companies: |

  153. Grants of Plan-Based Awards for 2024

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

  154. Grants of Plan-Based Awards for 2024

    | • | 50th percentile rank among peers = target award at grant value; |

  155. Grants of Plan-Based Awards for 2024

    | • | 20th percentile rank among peers = threshold award at 25% of target. |

  156. Grants of Plan-Based Awards for 2024

    | Hecla’s TSR performance versus that of peer group companies will be based on a comparison of the average share price over the last 60 calendar days prior to January 1, 2024, as the base price, and 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. |

  157. Grants of Plan-Based Awards for 2024

    | (5) On June 21, 2024, Ms. Boggs was granted $125,000 in Company common stock as part of her equity grant as a member of the Board. 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 ($5.148) ($125,000 ÷ $5.148 = 24,281). See footnote 3 to under Non-Management Director Compensation for 2024 on page 37. From the 24,281 shares, she elected to receive 75% of the shares immediately (18,211 shares) and to defer 25% (6,070 shares) until October 1, 2026. The grant date fair value of these shares is the number of shares (24,281) multiplied by the closing price of the Company common stock on the grant date of June 21, 2024 ($5.17). |

  158. Grants of Plan-Based Awards for 2024

    | (6) Ms. Boggs was appointed ICEO immediately following the departure of Mr. Baker on May 22, 2024. Under the terms of the Interim Chief Executive Officer Agreement (the “ICEO Agreement”), Ms. Boggs received $106,000 per month, which was paid 60% ($63,600) in cash and 40% ($42,400) in deferred common stock at the end of each month. Partial months of service were prorated. The number of shares of deferred common stock paid to her was determined by dividing the 40% monthly equity fee by the closing price of the Company’s common stock on the NYSE on the last NYSE trading day of the applicable month, or on the last trading day prior to the termination of the ICEO Agreement, and the amounts presented in the last column of this table are based on the applicable closing price multiplied by the number of vested common shares paid to her. The grant date fair value of these shares is the number of shares multiplied by the closing price of the Company common stock on each grant date. |

  159. Grants of Plan-Based Awards for 2024

    | (7) Mr. Baker departed from the company on May 22, 2024 and was not granted any RSUs, PSUs, or STIP awards in 2024. |

  160. Grants of Plan-Based Awards for 2024

    | (8) Represents the potential value of the payout for each NEO under the 2024 STIP described on page 56. The 2024 STIP does not include threshold-level performance goals. The total payout to each NEO under the 2024 STIP is described in footnote 3 to the Summary Compensation Table for 2024 on page 72. |

  161. Grants of Plan-Based Awards for 2024

    The following table provides information on the current holdings of stock awards by the NEOs. This table includes unvested RSUs, and unvested PSUs. There were no unexercised stock options held by any NEO at year-end.

  162. Outstanding Equity Awards at Fiscal Year-End for 2024

    Outstanding Equity Awards at Fiscal Year-End for 2024

  163. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | 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) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Rob Krcmarov(4) | — | — | — | — | | Russell D. Lawlar | 115,452 | 566,869 | | | | | | | 29,609(5) | 145,380 | | | | | 71,180(6) | 349,494 | | Michael L. Clary | 107,267 | 526,681 | | | | | | | 27,327(5) | 134,176 | | | | | 66,397(6) | 326,009 | | David C. Sienko | 101,928 | 500,466 | | | | | | | 23,881(5) | 117,256 | | | | | 60,479(6) | 296,952 | | Robert D. Brown | 97,956 | 480,964 | | | | | | | 25,050(5) | 122,996 | | | | | 60,479(6) | 296,952 | | Catherine J. Boggs(7) | — | — | — | — | | Phillips S. Baker, Jr.(8) | 143,297 | 703,588 | | | | | | | 141,584(6) | 695,177 |

  164. Outstanding Equity Awards at Fiscal Year-End for 2024

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

  165. Outstanding Equity Awards at Fiscal Year-End for 2024

    | | Number of Unvested Restricted Stock Units | | | | | | Vesting Date | Baker | Lawlar | Clary | Sienko | Brown | | 06/21/25 | 96,103 | 53,198 | 49,339 | 46,431 | 45,293 | | 06/21/26 | 47,194 | 38,527 | 35,795 | 33,640 | 32,503 | | 06/21/27 | — | 23,727 | 22,133 | 21,857 | 20,160 | | Total | 143,297 | 115,452 | 107,267 | 101,928 | 97,956 |

  166. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (2) The market value of the RSUs is based on the closing market price of our common stock on the NYSE as of December 31, 2024, which was $4.91. |

  167. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (3) The market value of the PSUs is based on the closing market price of our common stock on the NYSE as of December 31, 2024, which was $4.91. |

  168. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (4) Mr. Krcmarov joined the Company on November 7, 2024, and under the terms of this Offer Letter, was not granted any RSUs until January 2025, and he will be granted PSUs in June 2025. |

  169. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (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 end of the fiscal year ended December 31, 2024. |

  170. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (6) 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, 2024, through December 31, 2026. For purposes of determining the amounts reflected in this column, it is assumed that threshold performance was achieved as of the end of the fiscal year ended December 31, 2024. |

  171. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (7) Ms. Boggs served as ICEO from May 22, 2024, through December 12, 2024, and did not hold any unvested equity awards on December 31, 2024. |

  172. Outstanding Equity Awards at Fiscal Year-End for 2024

    | (8) Represents RSUs and PSUs Mr. Baker remained eligible to earn following his departure. |

  173. Outstanding Equity Awards at Fiscal Year-End for 2024

    The following table shows information concerning the number of stock awards that vested during calendar year 2024 for each of the NEOs, and the value realized on the vesting of stock awards during calendar year 2024.

  174. Stock Vested in 2024

    Stock Vested in 2024

  175. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Rob Krcmarov(1) | — | — | | Russell D. Lawlar | 36,665 | 189,558 | | Michael L. Clary | 34,399 | 177,843 | | David C. Sienko | 30,920 | 159,856 | | Robert D. Brown | 31,903 | 164,939 | | Catherine J. Boggs | 66,700 | 368,851(3) | | Phillips S. Baker, Jr.(4) | 117,255 | 606,208 |

  176. Stock Vested in 2024

    | (1) Mr. Krcmarov joined the Company in November 2024, and therefore he had no vesting events in 2024. |

  177. Stock Vested in 2024

    | (2) Value realized on vesting is based on the closing price of our common stock on the NYSE on the applicable vesting date (June 21, 2024 / $5.17). |

  178. Stock Vested in 2024

    | (3) Represents awards received in connection with Ms. Boggs’ services as a director and ICEO. The value realized on vesting was determined by using the Company closing common stock price on December 12, 2024, of $5.53. |

  179. Stock Vested in 2024

    | (4) Does not include shares Mr. Baker is eligible to vest in following his departure. |

  180. Pension Benefits

    Pension Benefits Mr. Krcmarov does not participate in the Retirement Plan or SERP, and Ms. Boggs, who served as ICEO in 2024, did not participate in the Retirement Plan or SERP. The following table shows pension information under the Retirement Plan and the SERP for the NEOs as of December 31, 2024. The terms and conditions for participation in, and payments from, these plans are described below under Retirement Plan. The actuarial present value of 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 described in the pension footnotes to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

  181. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Calendar Year ($) | | Russell D. Lawlar | Retirement Plan | 14 | 199,650 | — | | | SERP | | 38,727 | — | | Michael L. Clary | Retirement Plan | 30 | 1,685,458 | — | | | SERP | | 990,012 | — | | David C. Sienko | Retirement Plan | 14 | 482,618 | — | | | SERP | | 276,604 | — | | Robert D. Brown(1) | Retirement Plan | 7 | — | — | | | SERP | | 345,082 | — | | Phillips S. Baker, Jr. | Retirement Plan | 23 | 1,225,719 | 49,716 | | | SERP | | 8,948,138 | 394,685 |

  182. 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. The amount reported for Mr. Brown is in U.S. dollars based on the applicable exchange rate as reported by the Bank of Canada on December 31, 2024 ($1.4239) |

  183. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024

  184. Nonqualified Deferred Compensation for 2024

    | 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 (#) | | Rob Krcmarov | — | — | — | — | — | | Michael L. Clary | — | — | — | — | — | | David C. Sienko | — | — | — | — | — | | Robert D. Brown(1) | — | — | — | — | — | | Catherine J. Boggs | — | — | — | — | — | | Phillips S. Baker, Jr. | — | — | — | 9,698,205(2) | — |

  185. Nonqualified Deferred Compensation for 2024

    | (1) Canadian employees are not eligible to participate in our deferred compensation plan. |

  186. Nonqualified Deferred Compensation for 2024

    | (2) At the time of Mr. Baker’s departure from the company on May 22, 2024, he held 1,795,964 shares of Hecla common stock under the KEDCP. These shares were distributed to Mr. Baker on December 2, 2024. The value of the shares at the time of distribution is based on our closing stock price on December 2, 2024 ($5.40). |

  187. Nonqualified Deferred Compensation for 2024

    Prior to July 2024, executives, and key employees, including the NEOs, were able to 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 Incentive Plan. Deferral elections were made by the individuals 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 were credited to either an investment account or a stock account at the participant’s election. Amounts credited to an investment account were 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 Incentive Plan and deferred by a participant were credited to a stock account. Amounts credited to the stock account of a participant were valued based upon our common stock and are delivered to the participant in shares of our common stock upon a distributable event. Effective in January 2025, our KEDCP was frozen to eliminate future deferrals under this plan.

  188. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control On May 22, 2024, Phillips S. Baker, Jr., departed from his position as the Company’s then-President and CEO. Please see Summary Compensation Table for 2024 on page 72 for more information. We have a change in control agreement (“CIC Agreement”) with each of our current NEOs (Messrs. Krcmarov, Lawlar, Clary, Brown, and Sienko). The CIC Agreement expired for Mr. Baker upon his departure from the Company on May 22, 2024. Ms. Boggs did not enter into a CIC Agreement in her role as ICEO. CIC Agreement with Mr. Krcmarov. In connection with his employment with the Company, the Company and Mr. Krcmarov entered into a CIC Agreement. The CIC Agreement provides that in the event of a Qualifying Termination (as defined below) that occurs three months prior to or 24 months following a Company change in control, he will receive the following payments and benefits from the Company: (i) a single, lump sum, cash payment equal to 200% of the sum of his then current annual salary plus his then current target annual bonus opportunity, (ii) a single, lump sum, cash payment equal to 24 times the monthly medical, dental and vision premiums paid by him and the Company for the benefit of his and his eligible dependents for the month immediately preceding the month of the Qualifying Termination; (iii) a single, lump sum, cash payment equal to $20,000 for outplacement services; and (iv) an accelerated vesting of 100% of the equity awards held by him on the date of the Qualifying Termination, with performance-based equity awards vesting at the higher of target achievement or actual performance through the date of the Qualifying Termination. The CIC Agreement further provides that in the event of a Qualifying Termination that occurs outside of the period that is three months prior to or 24 months following a Company change in control, he will receive the following payments and benefits from the Company: (i) a single, lump sum, cash payment equal to 150% of the sum of his then current annual salary plus his then current target annual bonus opportunity; (ii) a single, lump sum, cash payment equal to eighteen times the monthly medical, dental and vision premiums paid by him and the Company for the benefit of him and his eligible dependents for the month immediately preceding the month of the Qualifying Termination; (iii) a single, lump sum, cash payment equal to $20,000 for outplacement services; and (iv) accelerated vesting of 50% of the unvested time-based equity awards held by him on the date of the Qualifying Termination, and 100% of the unvested performance-based equity awards vesting at target achievement, prorated for the number of days prior to the date of the Qualifying Termination in the applicable performance period. The CIC Agreement further provides that, in the event of a termination of Mr. Krcmarov’s employment with the Company either (a) by the Company due to disability, or (b) due to death, he will receive the following payments and benefits from the Company: (i) a single, lump sum, cash payment equal to one hundred and 50% of his then current annual salary; and (ii) a single, lump sum, cash payment equal to 100% of his then target annual bonus opportunity, prorated for the number of days prior to the date of the qualifying Termination in the applicable performance period. For purposes of the CIC Agreement, a “Qualifying Termination” means a termination of employment by the Company without “Cause” of a termination by Mr. Krcmarov for “Good Reason.” “Cause” generally means: (i) Mr. Krcmarov’s act of dishonesty or fraud in connection with the performance of his responsibilities to the Company; (ii) his conviction of, or pleas of nolo contendere to, a felony; (iii) his willful failure to perform his reasonable duties or responsibilities; (iv) his material violation or breach of the CIC Agreement or any other agreement with the Company; or (v) his material breach of the Company’s Code of Business Conduct, human resources rules, policies and/or restrictions relating to harassment, discrimination and/or any other actions that create a hostile work environment. “Good Reason” generally means his termination of employment following the occurence of any of the following without his written consent: (i) a material reduction in Mr. Krcmarov’s authority, responsibilities, position or duties; (ii) a material reduction in his compensation or in the aggregate level of benefits; or (iii) relocation of his primary place of business for the performance of his duties to the Company to a location that is more than thirty-five miles from its prior location. Mr. Krcmarov’s receipt of any severance payments or benefits is subject to his signing and not revoking the Company’s then standard separation agreement and release of claims with the Company. If Mr. Krcmarov experienced a Qualifying Termination on December 31, 2024, that was outside of the change in control period described above; he would have received cash in an amount equal to: [1.5x sum of annual salary plus + 1.5x target annual bonus + cash equal to 18 months COBRA + $20K for outplacement]. If Mr. Krcmarov experienced a Qualifying Termination on December 31, 2024, but during the change in control period described above, he would have received cash in an amount equal to: [2x sum of annual salary plus + 2x target annual bonus + cash equal to 24 months COBRA + $20K for outplacement]. If Mr. Krcmarov’s employment with the Company terminated on December 31, 2024, due to death or disability, he would have received cash in an amount equal to: [1.5x sum of annual salary plus + 1.5x target annual bonus]. CIC Agreements with Other Current NEOs. 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. Sienko, who has 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 a 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

  189. Potential Payments Upon Termination or Change in Control

    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 following 2024, 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. For purposes of the CIC Agreements with our current non-CEO NEOs, “Cause” generally means: (i) the willful and continued failure of the executive to perform substantially the executive’s duties with the Company or any affiliated company; or (ii) the willful engaging by the executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. For purposes of the CIC Agreements with our current non-CEO NEOs, “Good Reason” generally means: (i) the assignment of any duties inconsistent in any respect with their position, authority, duties or responsibilities, or any other diminution in such position, authority, duties, or responsibilities; (ii) any failure by the Company to comply with certain of the provisions of the CIC Agreement; (iii) the Company’s requiring the executive to be based at any office other than his current office; (iv) any purported termination by the Company of the executive’s employment otherwise than as expressly permitted by the CIC Agreement; or (v) any failure by the Company to require that any successor assumes the CIC Agreement. The following table summarizes the circumstances under which our NEOs would receive severance benefits upon termination or a change in control.

  190. 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 | Mr. Sienko receives three times his annual base salary. Messrs. Lawlar, Clary, and Brown receive two times their annual base salary. | N/A | N/A | N/A | N/A | | STIP | Mr. Sienko receives 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 | Mr. Sienko receives 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, his or her prorated portion for outstanding plan periods will be paid after the completion of those plan periods based on actual performance. |

  191. 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 | | 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 his or her 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 seven or more years of service with the Company; or (iii) 68. | | 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 seven or more years of service with the Company; or (iii) 68. | | Health and Welfare Benefits | Mr. 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. |

  192. 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. |

  193. Potential Payments Upon Termination or Change in Control

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

  194. 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, 2024, 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 2024 on page 74, Outstanding Equity Awards at Calendar Year-End for 2024 on page 76, Pension Benefits table on page 78, and the section titled Nonqualified Deferred Compensation for 2024 on page 80 for additional information. The actual amounts to be paid can only be determined at the time of such NEO’s separation from Hecla.

  195. 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) | 566,869 | 566,869 | | Unearned PSUs(4) | 638,958 | 638,958 | | LTIP | 529,830(5) | 506,427(6) | | Benefits: | | | | Health and Welfare Benefits(7) | — | — | | Life Insurance Benefits(8) | 8,777 | — | | Outplacement | 20,000 | — | | Total | 3,361,634 | 1,712,254 |

  196. 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) | 526,681 | 526,681 | | Unearned PSUs(4) | 593,187 | 593,187 | | LTIP | 507,376(5) | 477,488(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 62,257 | — | | Life Insurance Benefits(8) | 8,777 | — | | Outplacement | 20,000 | — | | Total | 3,458,278 | 1,597,356 |

  197. 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) | 1,035,000 | — | | STIP(2) | 904,500 | — | | Unvested RSUs(3) | 500,466 | 500,466 | | Unearned PSUs(4) | 541,666 | 541,666 | | LTIP | 1,113,750(5) | 436,973(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 28,439 | — | | Life Insurance Benefits(8) | 13,166 | — | | Outplacement | 20,000 | — | | Total | 4,156,987 | 1,479,105 |

  198. 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) | 480,964 | 480,964 | | Unearned PSUs(4) | 547,406 | 547,406 | | LTIP | 742,500(5) | 446,334(6) | | Benefits: | | | | Health and Welfare Benefits(7) | 9,053 | — | | Life Insurance Benefits(8) | 11,875 | — | | Outplacement | 20,000 | — | | Total | 3,251,798 | 1,474,704 |

  199. Potential Payments Upon Termination or Change in Control

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

  200. Potential Payments Upon Termination or Change in Control

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

  201. 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 31, 2024 ($4.91). Please see the Outstanding Equity Awards at Calendar Year-End for 2024 table on page 76 for more information. |

  202. 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 2024, assuming target performance (130,134 shares for Mr. Lawlar, 120,812 shares for Mr. Clary, 110,319 shares for Mr. Sienko, and 111,488 shares for Mr. Brown, multiplied by the closing price of our common stock on the NYSE on December 31, 2024 ($4.91). 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 2024 assuming target performance for each of the NEOs, multiplied by the closing price of our common stock on the NYSE on December 31, 2024 ($4.91). |

  203. Potential Payments Upon Termination or Change in Control

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

  204. Potential Payments Upon Termination or Change in Control

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

  205. 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 Mr. 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. Clary, and Brown under our health and welfare benefit plans for two years upon a termination following a change in control. Mr. Lawlar did not participate in health and welfare. Mr. Brown’s health and welfare and life insurance amounts are reported in $CDN. |

  206. 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. |

  207. 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. Under the SEC rules, we are required to provide information regarding the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee (excluding our CEO) for our last completed fiscal year, which ended December 31, 2024. Mr. Krcmarov’s annual total compensation, as reported in the Summary Compensation Table included in this proxy statement, was $226,420. Since Mr. Krcmarov was appointed CEO effective November 7, 2024, and in accordance with applicable SEC rules, we annualized his salary and bonus for his service as our CEO and added it to the other components of his pay disclosed in the Summary Compensation Table, to arrive at a value of $1,941,213. We used this value for the ratio of annual total compensation for our CEO to the annual total compensation of our median employee. We determined the median of the annual total compensation of our employees (excluding our CEO) as of December 31, 2024. We compared the following compensation for each employee: (i) Compensation paid in foreign currency was converted to U.S. dollars using 1.37. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the U.S. Once we identified our median employee, we estimated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed below. Below is (i) calendar year 2024 annual total compensation of our CEO, Mr. Krcmarov; (ii) the calendar year 2024 annual total compensation of our median employee (excluding Mr. Krcmarov); and (iii) the ratio of the annual total compensation of our CEO to that of our median employee.

  208. CEO Pay Ratio

    | CEO PAY RATIO | | | 2024 CEO Annual Total Compensation | $1,787,769 | | 2024 Median Employee Annual Total Compensation | $106,647 | | CEO to Median Employee Pay Ratio | 18:2 |

  209. 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.

  210. Pay Versus Performance

    | | | | | | Compensation Actually Paid to Second PEO (4) ($) | Compensation Actually Paid to Third PEO (4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (5) ($) | Average Compensation Actually Paid to Non-PEO NEOs (6) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for First PEO (1) ($) | Summary Compensation Table Total for Second PEO (2) ($) | Summary Compensation Table Total for Third PEO (3) ($) | Compensation Actually Paid to First PEO (4) ($) | | | | | Total Shareholder Return (7) ($) | Peer Group Total Shareholder Return (8) ($) | Net (Loss) Income (millions) (9) ($) | Annual Total Shareholder Return (10) (%) | | (a) | | (b) | | | (c) | | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 2,166,578 | 1,015,338 | 226,420 | (32,491) | 1,015,338 | 226,420 | 1,638,322 | 1,288,956 | 148.71 | 139.24 | 35.8 | 2.8 | | 2023 | 4,142,554 | — | — | 2,922,539 | — | — | 1,390,524 | 682,571 | 144.62 | 125.65 | (84.2) | (13.0) | | 2022 | 4,579,866 | — | — | 6,145,949 | — | — | 1,408,227 | 1,674,298 | 166.27 | 118.52 | (37.3) | 6.94 | | 2021 | 3,765,100 | — | — | 3,177,762 | — | — | 915,927 | 305,615 | 155.48 | 127.24 | 35.1 | (18.9) | | 2020 | 5,190,508 | — | — | 7,046,358 | — | — | 1,631,356 | 2,457,104 | 191.63 | 136.04 | (9.5) | 91.6 |

  211. Pay Versus Performance

    | (1) This column represents the amount of total compensation reported for Mr. Baker, our Former Principal Executive Officer (“First PEO”), for each corresponding year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable year. |

  212. Pay Versus Performance

    | (2) This column represents the total compensation reported for Ms. Boggs, our Former Interim President and CEO, Chair of Board (“Second PEO”), for 2024. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. |

  213. Pay Versus Performance

    | (3) This column represents the total compensation reported for Mr. Krcmarov, our current President and CEO (“Third PEO” and collectively with the First PEO and Second PEO, the “PEOs”), for 2024. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. |

  214. Pay Versus Performance

    | (4) These columns represent the amount of “compensation actually paid” to the applicable PEO, 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 the applicable PEO during the applicable calendar year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the applicable PEO’s total compensation for 2024 to determine the applicable PEO’s “compensation actually paid” in calendar year 2024: |

  215. Pay Versus Performance

    | PEO | Year | Reported Summary Compensation Table Total for PEO (a) ($) | Reported Summary Compensation Table Value of PEO Equity Awards (b) ($) | Adjusted Value of PEO Equity Awards (c) ($) | Reported Summary Compensation Table Change in Value of Pension Benefits (d) ($) | Pension Benefits Adjustments (e) ($) | Compensation Actually Paid to PEO ($) | | First PEO | 2024 | 2,166,578 | (1,539,862) | (945,727) | (44,250) | 330,770 | (32,491) | | Second PEO | 2024 | 1,015,338 | (408,603) | 408,603 | — | — | 1,015,338 | | Third PEO | 2024 | 226,420 | — | — | — | — | 226,420 |

  216. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for the applicable PEO for calendar year 2024 in the corresponding “Total” column of the Summary Compensation Table . Please refer to the Summary Compensation Table in this Proxy Statement on page 72. |

  217. Pay Versus Performance

    | (b) This column represents the aggregate grant date fair value of equity awards reported for the applicable PEO in the “Stock Awards” column in the Summary Compensation Table for the calendar year 2024. For purposes of Mr. Baker, this column represents the value attributable to equity awards held by Mr. Baker that will vest following his retirement as disclosed in the “All Other Compensation” column of the Summary Compensation Table in this Proxy Statement. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. The amount in this column is replaced with the applicable PEO’s corresponding amount reported under the Adjusted Value of PEO Equity Awards column in order to arrive at compensation actually paid to the applicable PEO for 2024. |

  218. 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 2024 for the applicable PEO. The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for the applicable PEO for calendar year 2024. The adjusted amount is determined by adding (or subtracting, as applicable) the following for calendar year 2024 for the applicable PEO: the calendar year-end fair value of any equity awards granted in calendar year 2024 that are outstanding and unvested as of the end of calendar year 2024; (ii) the amount of change at the end of calendar year 2024 (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 |

  219. Pay Versus Performance

    | the end of calendar year 2024; (iii) for awards that are granted and vest in calendar year 2024, the fair value as of the vesting date; (iv) for awards granted in prior calendar years that vest in calendar year 2024, 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 2024, 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 2024 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 2024. The amounts added or subtracted to determine the adjusted amount for calendar year 2024 for the applicable PEO are as follows: |

  220. Pay Versus Performance

    | PEO | 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 ($) | | First PEO | 2024 | — | (846,918) | — | (98,809) | — | — | (945,727) | | Second PEO | 2024 | — | — | 408,603 | — | — | — | 408,603 | | Third PEO | 2024 | — | — | — | — | — | — | — |

  221. 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 with reference to the risk-free rate, dividend yield and volatility assumptions as of the applicable measurement date.

  222. 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 2024 corresponding to the aggregate change in the actuarial present value of the applicable PEO’s accumulated benefit under all defined benefit and actuarial pension plans. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. |

  223. Pay Versus Performance

    | (e) The total pension benefit adjustments for calendar year 2024 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the applicable PEO during calendar year 2024 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during calendar year 2024 for the applicable PEO that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “prior service cost”) for the applicable PEO, in each case calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments for calendar year 2024 for the applicable PEO are as follows: |

  224. Pay Versus Performance

    | PEO | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | First PEO | 2024 | 330,770 | — | 330,770 | | Second PEO | 2024 | — | — | — | | Third PEO | 2024 | — | — | — |

  225. Pay Versus Performance

    | (5) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) 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 for the applicable calendar year. The names of each of the NEOs (excluding the PEOs) included for purposes of calculating the average amounts in each applicable calendar year are as follows: (i) for 2024, Messrs. Lawlar, Brown, Sienko and Clary; (ii) for 2023, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; (iii) for 2022, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; (iv) for 2021, Messrs. Roberts, Lawlar, Brown, Sienko and Hall; and (v) for 2020, Messrs. Roberts, Lawlar, Brown, Sienko and Hall. |

  226. Pay Versus Performance

    | (6) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding the PEOs), 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 the PEOs) 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 the PEOs) for calendar year 2024 to determine the “compensation actually paid” in calendar year 2024, using the same adjustment methodology described above in Note 4(c): |

  227. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,638,322 | (552,609) | 348,288 | (203,806) | 58,761 | 1,288,956 |

  228. Pay Versus Performance

    | (a) This column represents the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table for calendar year 2024. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. |

  229. Pay Versus Performance

    | (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding the PEOs) in the “Stock Awards” column in the Summary Compensation Table in calendar year 2024. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. The amount in this column is replaced with the corresponding amount reported under the Average non-PEO NEO Adjusted Value of Equity Awards column in order to arrive at compensation actually paid for 2024. |

  230. Pay Versus Performance

    | (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding the PEOs) in the “Stock Awards” column in the Summary Compensation Table for calendar year 2024 determined using the same methodology described above in Note 4(c). For calendar year 2024, the adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for each NEO (excluding the PEOs) for that year. The amounts added or subtracted to determine the adjusted average amount for calendar year 2024 are as follows: |

  231. 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 ($) | | 2024 | 521,981 | (155,776) | — | (17,917) | — | — | 348,288 |

  232. 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 with reference to the risk-free rate, dividend yield and volatility assumptions as of the applicable measurement date.

  233. 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 the PEOs) in calendar year 2024 corresponding to the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit and actuarial pension plans. Please refer to the Summary Compensation Table in this Proxy Statement on page 72. |

  234. Pay Versus Performance

    | (e) The total pension benefit adjustments for calendar year 2024 are the aggregate of two components, averaged for the NEOs as a group (excluding the PEOs) in calendar year 2024 determined using the same methodology described above in Note 4(e): The amounts deducted or added in calculating the pension benefit adjustments for calendar year 2024 are as follows: |

  235. Pay Versus Performance

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2024 | 58,761 | — | 58,761 |

  236. Pay Versus Performance

    | (7) Company TSR is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported and reinvesting all dividends until the last day of each reported fiscal year. |

  237. Pay Versus Performance

    | (8) This column represents cumulative peer group TSR computed in accordance with Note 7. 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 2024 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 2024. |

  238. Pay Versus Performance

    | (9) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  239. Pay Versus Performance

    | (10) Annual TSR is calculated as the change in the share price between the beginning and ending of the applicable year, plus any dividends paid during such year, divided by the share price at the beginning of the year. |

  240. 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.

  241. Compensation Actually Paid and Cumulative Company TSR

    Compensation Actually Paid and Cumulative Company TSR The compensation actually paid to our First PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $(32,491), $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2024, 2023, 2022, 2021 and 2020, respectively. The compensation actually paid to our Second PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $1,015,338 for 2024. The compensation actually paid to our Third PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was 226,420 for 2024. The average amount of compensation actually paid to the other NEOs as a group (excluding the PEOs), as computed in accordance with Item 402(v) of Regulation S-K, was $ 1,288,956 , $ 682,571 , $ 1,674,298 , $ 305,615 , and $ 2,457,104 for 2024, 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 $ 148.71 , $ 144.62 , $ 166.27 , $ 155.48 , and $ 191.63 for 2020-2024, 2020-2023, 2020-2022, 2020-2021 and 2020, respectively. Please see Note 5 above for additional information related to the computation of Company TSR. Assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, the Company’s cumulative TSR over the period covered in the Pay versus Performance table increased to $148.71. In contrast, the compensation actually paid to our First PEO declined from $7,046,358 to $(32,491) and the average amount of compensation actually paid to the NEOs as a group (excluding the PEOs) declined from $2,457,104 to $1,288,956 over the same period. Even if the compensation actually paid for all PEOs in 2024 is combined, such aggregate compensation actually paid declined over the period covered by the Pay versus Performance table, and is in directional contrast to cumulative Company TSR over the same period, computed in accordance with the requirements of Item 402(v) of Regulation S-K.

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

    Compensation Actually Paid and Company Net (Loss) Income The compensation actually paid to our First PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $(32,491), $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2024, 2023, 2022, 2021 and 2020, respectively. The compensation actually paid to our Second PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $1,015,338 for 2024. The compensation actually paid to our Third PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was 226,420 for 2024. The average amount of compensation actually paid to the other NEOs as a group (excluding the PEOs), as computed in accordance with Item 402(v) of Regulation S-K, was $1,288,956, $682,571, $1,674,298, $305,615, and $2,457,104 for 2024, 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 $35.8 million, ($84.2) million, ($37.3) million, $35.1 million, and ($9.5) million for 2024, 2023, 2022, 2021 and 2020, respectively. The Company’s net (loss) income over the period covered in the Pay versus Performance table increased from ($9.5) million to $35.8 million. In contrast, the compensation actually paid to our First PEO declined from $7,046,358 to $(32,491) and the average amount of compensation actually paid to the NEOs as a group (excluding the PEOs) declined from $2,457,104 to $1,288,956 over the same period. Even if the compensation actually paid for all PEOs in 2024 is combined, such aggregate compensation actually paid declined over the period covered by the Pay versus Performance table, and is in directional contrast to the Company’s net (loss) income over the same period.

  243. Compensation Actually Paid and Annual TSR

    Compensation Actually Paid and Annual TSR The compensation actually paid to our First PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $(32,491), $2,922,539, $6,145,949, $3,177,762, and $7,046,358 for 2024, 2023, 2022, 2021 and 2020, respectively. The compensation actually paid to our Second PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $1,015,338 for 2024. The compensation actually paid to our Third PEO, as computed in accordance with the requirements of Item 402(v) of Regulation was 226,420 for 2024. The average amount of compensation actually paid to the other NEOs as a group (excluding the PEOs), as computed in accordance with Item 402(v) of Regulation was $1,288,956, $682,571, $1,674,298, $305,615, and $2,457,104 for 2024, 2023, 2022, 2021 and 2020, respectively. The Company’s Annual TSR, computed as described in Note 10 above, was 2.8%, (13.0)%, 6.9%, (18.9)%, and 91.63, for 2024, 2023, 2022, 2021 and 2020, respectively. The Company’s Annual TSR over the period covered in the Pay versus Performance table decreased from 91.6% to 2.8%. In directional alignment with such Annual TSR, the compensation actually paid to our First PEO declined from $7,046,358 to $(32,491) and the average amount of compensation actually paid to the NEOs as a group (excluding the PEOs) declined from $2,457,104 to $1,288,956 over the same period. Even if the compensation actually paid for all PEOs in 2024 is combined, such aggregate compensation actually paid declined over the period covered by the Pay versus Performance table, and is in directional alignment with the Company’s Annual TSR over the same period. We believe this indicates alignment between compensation actually paid and Company share price performance.

  244. Security Ownership of Certain Beneficial Owners and Management

    | (2) “RSU” means restricted stock units awarded under the 2010 Stock Incentive Plan that have not vested. See footnote 1 of the Outstanding Equity Awards at Fiscal Year-End for 2024 on page 76. |

  245. Security Ownership of Certain Beneficial Owners and Management

    | (3) “PSU” means performance-based equity, based on a three-year TSR. See PSUs on page 64 and Outstanding Equity Awards at Fiscal Year-End for 2024 table on page 76. |