DEF 14A of Hecla Mining Co/De/, Apr 10, 2026

DEF 14A of Hecla Mining Co/De/

Filed Apr 10, 2026 · FY20250001193125-26-151210

Open on EDGAR

  1. ROB KRCMAROV

    | Compensation Actually Paid and Cumulative Company TSR | 84 | | Compensation Actually Paid and Company Net (Loss) Income | 85 | | Compensation Actually Paid and Annual TSR | 85 | | PROPOSAL 4 APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED HECLA MINING COMPANY STOCK PLAN FOR NONEMPLOYEE DIRECTORS | 86 | | Required Vote | 89 | | OTHER MATTERS | 90 | | Certain Relationships and Related Party Transactions | 90 | | Political Contributions and Engagement | 90 | | Shareholder proposals to be included in next year’s Proxy Statement | 90 | | Security Ownership of Certain Beneficial Owners and Management | 91 | | FREQUENTLY ASKED QUESTIONS | 94 | | APPENDIX A – Hecla Mining Company Amended and Restated Stock Plan for Nonemployee Directors | A-1 | | APPENDIX B – Reconciliation of Non-GAAP Measures to GAAP | B-1 |

  2. Identifying and Evaluating Nominees for Director

    Identifying and Evaluating Nominees for Director

  3. Election of Two Class I Directors

    Election of Two Class I Directors In May 2025, after the Company’s 2025 annual shareholder meeting, George R. Johnson retired as a member of the Board. At the same time, the Board appointed Dean R. Gehring to the Board as a Class I director. 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 expires at separate times. There are two Class I directors whose terms will expire at the Annual Meeting: Rob Krcmarov and Dean R. Gehring. At a meeting held by the Governance Committee in February 2026, the committee determined that Messrs. Krcmarov and Gehring 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 2029 and until their successors are elected and qualified or until their earlier death, resignation, or removal. Mr. Gehring, who was appointed to the Board in May 2025, is a mining engineer with over 30 years of experience in the mining industry. He is currently a board advisor at Allonnia, a bioengineering company innovating recovery, tailings, and environmental solutions for the mining industry. He previously held executive roles at leading mining companies, including Chief Technology Officer for Newmont and President and CEO of Rio Tinto Minerals. He has been honored with the Society for Mining, Metallurgy & Exploration’s (SME) Ben F. Dickerson Award in recognition of his professionalism and contributions to the mining industry. The Governance Committee and Board determined that Mr. Gehring was independent under the NYSE listing standards, and appointed Mr. Gehring to serve on the Compensation and Health, Safety, Environmental & Technical Committees. It is intended that the proxies solicited hereby from our shareholders that do not provide voting instructions will be voted FOR the election of Rob Krcmarov and Dean R. Gehring as Class I directors. If Mr. Krcmarov or Mr. Gehring becomes unable or is unwilling to accept election, the Board will either reduce the number of directors to be elected or select substitute nominees submitted by the Governance Committee. If substitute nominees are selected, proxies that do not provide voting instructions will be voted in favor of such nominees.

  4. Biographical Information

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

  5. Current Class I Nominees for Election to the Board – Terms Ending at the 2026 Annual Meeting

    Current Class I Nominees for Election to the Board – Terms Ending at the 2026 Annual Meeting If elected, the two Class I nominees will serve for a three-year term ending in 2029 and until their successors are elected and qualified or until their earlier death, resignation, or removal. The two Class I nominees are as follows:

  6. 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 independent directors. The independent members of the Board consider the committee’s recommendation and make the final determination of independent director compensation. Compensation for independent 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.

  7. Components of Independent Director Compensation

    Components of Independent Director Compensation

  8. Components of Independent 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 |

  9. Components of Independent 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 independent directors.

  10. Independent Director Compensation for 2025

    Independent Director Compensation for 2025

  11. Independent Director Compensation for 2025

    | Director | Fees Earned or Paid in Cash ($)(3) | Stock Retainer ($)(4) | All Other Compensation ($) | Total ($) | | Mark P. Board | 112,500 | 147,815 | — | 260,315 | | Catherine J. Boggs | 180,000 | 147,815 | — | 327,815 | | Dean R. Gehring(1) | 52,500 | 147,815 | — | 200,315 | | George R. Johnson(2) | 60,000 | — | 5,000(5) | 65,000 | | Stephen F. Ralbovsky | 120,000 | 147,815 | — | 267,815 | | Jill Satre | 105,000 | 147,815 | — | 252,815 | | Charles B. Stanley | 120,000 | 147,815 | — | 267,815 | | Alice Wong | 120,000 | 147,815 | — | 267,815 |

  12. Independent Director Compensation for 2025

    | (1) Mr. Gehring joined the Board in May 2025, thereby only receiving the third and fourth quarter annual payments. |

  13. Independent Director Compensation for 2025

    | (2) Mr. Johnson retired from the Board in May 2025, thereby only receiving the first and second quarter annual payments and not receiving any equity compensation. |

  14. Independent Director Compensation for 2025

    | (3) 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: |

  15. Independent Director Compensation for 2025

    | Name | Annual Retainer Fee ($) | Committee Chair Fee ($) | | Board(1) | 105,000 | 7,500 | | Boggs | 180,000 | — | | Gehring | 52,500 | — | | Johnson(2) | 52,500 | 7,500 | | Ralbovsky(3) | 105,000 | 15,000 | | Satre | 105,000 | — | | Stanley(4) | 105,000 | 15,000 | | Wong(5) | 105,000 | 15,000 |

  16. Independent Director Compensation for 2025

    | (1) Health, Safety, Environmental & Technical Committee Chair |

  17. Independent Director Compensation for 2025

    | (2) Mr. Johnson retired from the Board on May 21, 2025 |

  18. Independent Director Compensation for 2025

    | (3) Audit Committee Chair |

  19. Independent Director Compensation for 2025

    | (4) Compensation Chair |

  20. Independent Director Compensation for 2025

    | (5) Governance and Social Responsibility Chair |

  21. Independent Director Compensation for 2025

    | (4) 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, 2025. The Stock Retainer column represents the aggregate grant date fair value of the stock granted to each independent director under the Director Stock Plan in 2025 as computed in accordance with ASC Topic 718. For each director, except Mr. Johnson who retired in May 2025, 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 ($5.3023) ($125,000 ÷ $5.3023 = 23,575). On June 6, 2025, each independent director received 23,575 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 6, 2025 ($6.27), the grant date fair value for each grant of 23,575 shares was $147,815. The actual value realized by an independent director will depend on the market value of our common stock on the date the underlying stock is sold. |

  22. Independent Director Compensation for 2025

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

  23. 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 | NYSE | New York Stock Exchange | | Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | TRIFR | Total Reportable Injury Frequency Rate | | AISC | All-In Sustaining Cost After By-Product Credits | AgEq | Silver Equivalent | | 401(k) Plan | Hecla’s Capital Accumulation Plan, a defined contribution retirement plan | LTI | Long-term Incentive Components (LTIP, RSUs and PSUs) | | NEOs | Named Executive Officers | | |

  24. Benchmarking and Competitive Analyses

    Benchmarking and Competitive Analyses We have adopted a pay-for-performance philosophy that incentivizes performance by targeting approximately the median on both base and variable compensation compared to our peer group. The total direct compensation of our NEOs is targeted at approximately the 50th percentile. The process of setting targeted compensation includes consideration of a NEOs 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 three U.S. companies. In addition, we have a corporate office in Vancouver, British Columbia, where two of our executives and other employees work. The committee reviews and determines the composition of our peer group on an annual basis. In May 2025, the committee approved the same peer group as used in the previous year. In 2025, our peer group was made up of the following 12 companies, which is the same peer group used for NEO compensation in 2023 and 2024, with the exception of NOVAGOLD Resources which was removed in 2025 as they have minimal assets, are not yet in production and therefore have no revenue, and only list two named executive officers in their proxy statement. The committee also considered two additional companies for inclusion in the peer group, but these companies were ultimately omitted as they did not meet the size requirements for revenue, market cap, and total assets, and further they had operations that are primarily outside our traditional jurisdiction of North America. The 2025 peer group was made up of the following:

  25. 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) | 1,809 | 16,198 | 6,385 | Canada | | B2Gold Corporation (NYSE: BTG) | 3,061 | 6,046 | 5,879 | Canada | | Centerra Gold Inc. (NYSE: CGAU) | 1,307 | 2,871 | 2,946 | Canada | | Coeur Mining Inc. (NYSE: CDE) | 2,070 | 11,449 | 4,696 | United States | | Eldorado Gold Corporation (NYSE: EGO) | 1,819 | 7,111 | 6,727 | Canada | | First Majestic Silver Corp. (NYSE: AG) | 1,257 | 8,185 | 4,695 | Canada | | IAMGOLD Corporation (NYSE: IAG) | 2,853 | 9,741 | 6,347 | Canada | | New Gold Inc. (NYSE: NGD) | 1,242(2) | 6,900 | 3,180(2) | Canada | | Pan American Silver Corporation (NYSE: PAAS) | 3,619 | 21,856 | 9,742 | Canada | | Royal Gold, Inc. (Nasdaq: RGLD) | 1,030 | 18,783 | 9,538 | United States | | SSR Mining Inc. (Nasdaq: SSRM) | 1,630 | 4,450 | 6,094 | United States | | Torex Gold Resources Inc. (OTC: TORXF) | 1,306 | 4,582 | 3,025 | Canada | | Median | 1,720 | 7,659 | 5,866 | | | Hecla Mining Company (NYSE: HL) | 1,423 | 13,034 | 3,561 | United States |

  26. Benchmarking and Competitive Analyses

    | (1) In $US million as of year-end 2025. |

  27. Benchmarking and Competitive Analyses

    | (2) New Gold Inc. (NGD) had not reported full year 2025 results as of this proxy filing date, due to its acquisition by Coeur Mining, Inc. Revenue data reflects trailing twelve-month figures and total asset data reflects third quarter 2025 figures, each as reported in New Gold’s most recent public filings. The Compensation Committee reviewed peer compensation data on this basis in connection with its 2025 compensation decisions. |

  28. 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 12 selected peers. The peer group selected by Institutional Shareholder Services (ISS) included only 3 of our 12 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 9 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, for Hecla should include Canadian mining companies. The committee reviewed an analysis of executive compensation levels at the 25th, median, average, 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 NEOs position, we generally target each NEOs total direct compensation at the median level and deliver compensation above or below these levels when warranted by individual performance. In 2025, total direct compensation for our NEOs was targeted approximately at the median of the peer group. In 2025, the committee approved a separate peer group to be used specifically with regard to TSR, which is the same as our 2024 TSR peer group, for purposes of our PSUs, discussed below, which consisted of the following companies:

  29. 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) | Pan American Silver Corp. (Nasdaq: PAAS) | SSR Mining Inc. (Nasdaq: SSRM) | | Eldorado Gold Corporation (NYSE: EGO) | Equinox Gold Corp. (NYSE: EQX) | Oceana Gold Corp. (OTCM: OCANF) | | Fresnillo PLC (OTC: FNLPF) | Hochschild Mining plc (OTCM: HCHDF) | Torex Gold Resources Inc. (OTC: TORXF) | | Fortuna Silver Mines Inc. (NYSE: FSM) | | |

  30. 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.

  31. 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; |

  32. 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, or other relevant factor; |

  33. 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; |

  34. 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; |

  35. 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; |

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

    In June 2025, Hecla’s human resources department presented its competitive analysis findings and recommendations to the committee. The competitive analysis provided detailed comparative data for each executive officer position and assessed each component of pay, including base salary, short- and long-term incentives, and total target compensation, as well as the mix of compensation among these pay elements across the Company’s peer group. The committee compared this information to the 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 head of our Human Resources department also makes recommendations to the committee regarding the Company’s short-term goals, with a focus on quantitative goals, and long-term goals for the NEOs (other than the CEO), as well as recommendations regarding participation in the Company’s stock-based compensation plans and amendments to the plans, as necessary.

  37. Compensation Philosophy and Objectives

    | • | set total direct compensation within the 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. |

  38. 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; |

  39. Pay-for-Performance – Best Practices

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

  40. 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; |

  41. 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; |

  42. Pay-for-Performance – Best Practices

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

  43. Pay-for-Performance – Best Practices

    | • | our change in control agreements contain a double trigger provision and does not provide for any excise tax gross up; |

  44. Pay-for-Performance – Best Practices

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

  45. Pay-for-Performance – Best Practices

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

  46. 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; |

  47. Pay-for-Performance – Best Practices

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

  48. Compensation Program – Best Practices

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

  49. 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.

  50. 2025 Target Compensation Structure

    | NEO | Base Salary ($) | STIP Target Award ($) | Equity(1) ($) | Total ($) | | Krcmarov | 850,000 | 935,000 | 2,295,000 | 4,080,000 | | Aguiar | 435,000 | 348,000 | 761,250 | 1,544,250 | | Lawlar | 435,000 | 348,000 | 761,250 | 1,544,250 | | Sienko | 400,000 | 320,000 | 700,000 | 1,420,000 | | Clary | 400,000 | 320,000 | 700,000 | 1,420,000 |

  51. 2025 Target Compensation Structure

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

  52. 2025 Target Compensation Structure

    | NEO EQUITY AWARD DETAIL | RSUs ($) | PSUs ($) | Total Equity Award Value ($) | | Krcmarov | 1,030,000 | 1,265,000 | 2,295,000 | | Aguiar | 380,625 | 380,625 | 761,250 | | Lawlar | 380,625 | 380,625 | 761,250 | | Sienko | 350,000 | 350,000 | 700,000 | | Clary | 350,000 | 350,000 | 700,000 |

  53. Departure of Senior Vice President – Chief Administration Officer

    Departure of Senior Vice President – Chief Administration Officer Background. Michael L. Clary served as the Company’s Senior Vice President and Chief Administrative Officer. Mr. Clary departed the Company, effective January 1, 2026, after 31 years of service. As a result of his departure, Mr. Clary did not receive a STIP award for 2025 or a payout under the 2023-2025 LTIP. Instead, and consistent with his existing Change in Control and Severance Agreement (the “CIC Agreement”), Mr. Clary received a severance package as described below. Severance Package. In connection with his departure, Mr. Clary received a total severance payment of approximately $2,100,000 in cash, structured as follows:

  54. Departure of Senior Vice President – Chief Administration Officer

    | Payment Component | Amount / Timing | | Initial Cash Severance Payment | $1,683,000 – paid February 2, 2026 | | Deferred Cash Severance Payment | $417,000 – payable February 2027 | | Total Cash Severance | $2,100,000 |

  55. Departure of Senior Vice President – Chief Administration Officer

    | Equity | Number of Unvested Shares | Shares Received per CIC Agreement | | Restricted Stock Units | 118,064 | 59,032 | | Performance-Based Units | 91,638 | 91,638 | | Total Equity / Severance | | 150,670* |

  56. Departure of Senior Vice President – Chief Administration Officer

    | * The closing stock price of Hecla Mining Company on February 2, 2026 on the NYSE was $21.55. The total dollar value of the equity severance was approximately $3.2 million. |

  57. Departure of Senior Vice President – Chief Administration Officer

    Alignment with Compensation Philosophy. The committee determined that Mr. Clary’s severance package was consistent with his CIC Agreement and appropriate in light of his 31 years of service to the Company, the structure of his compensation package and employment terms in place at the time of his departure, and the committee’s commitment to treating departing executives fairly and consistently with their contractual rights. The committee further notes that, consistent with changes made to the CIC Agreement structure beginning with Mr. Krcmarov’s appointment as CEO, new change in control agreements with other NEOs provides for a severance multiple of two times (except for Mr. Sienko, whose severance multiple is three times) annual cash compensation, reflecting the committee’s ongoing efforts to align severance practices with market norms.

  58. Incentive Plans

    Incentive Plans

  59. STIP

    STIP Consistent with Hecla’s pay-for-performance philosophy, substantially all salaried employees, including our NEOs, are eligible to participate in the STIP. The committee reviewed and approved the proposed 2025 STIP goals. In February 2026, the committee reviewed the Company’s 2025 performance and approved a STIP pool based on this performance. Target Opportunities. Each NEO has a target STIP award expressed as a percentage of base salary. The target award is determined based on the following: market analysis and the committee’s market positioning assessment; the individual NEOs 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 of the following year) 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 2025, target STIP award opportunities for the NEOs were as follows:

  60. STIP

    | NEO | Target STIP (% of base salary) | | Krcmarov | 110% | | Aguiar | 80% | | Lawlar | 80% | | Sienko | 80% | | Clary | 80% |

  61. 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 2025, the STIP performance factors were divided into five quantitative Operational Goal segments in the following proportions: Safety (20%), Environmental (10%), Operations (15%), Financial (45%), and Exploration (10%). The Operational Goals yielded a performance value of 125% of target. In addition, the committee evaluated performance against three quantitative Strategic Goals reflecting the Company’s most significant value-creating initiatives during the year, (with each goal weighted equally): Asset Portfolio Rationalization, Balance Sheet Strengthening, and Enhanced Investment Decision Framework. Based on the Company’s achievements against these Strategic Goals, the committee determined a strategic performance multiplier of 1.37x. The total STIP payout was then determined by multiplying the Operational Goals Performance value by the strategic performance multiplier, yielding a total payout of 171% (125% x 1.37 = 171%). The total potential STIP payout was capped at 200% and the committee did not apply discretion to adjust any Operational Goal result.

  62. Asset Portfolio Rationalization

    | Threshold (multiplier = 0.5x) | Target (multiplier = 1.0x) | Maximum (multiplier = 2.0x) | | Complete fewer than two qualifying transactions/initiatives. | Complete three of the following qualifying transactions/initiatives: 1. Execute binding agreement(s) for sale/divestiture of non-core assets 2. Complete strategic review resulting in formal portfolio rationalization plan 3. Exit or monetize non-strategic exploration properties 4. Implement formal project prioritization methodology AND implement project prioritization system with quantitative thresholds. | Complete four or more qualifying transactions/initiatives listed under Target AND implement project prioritization system AND execute binding agreement(s) with potential aggregate consideration exceeding $400 million. |

  63. Establish Enhanced Framework for Investment Decisions

    | Threshold (multiplier = 0.5x) | Target (multiplier = 1.0x) | Maximum (multiplier = 2.0x) | | The Company must enhance the existing AFE policy with defined approval thresholds OR establish an Investment Committee with a charter, but not both. Alternatively, if both are implemented but remain largely non-functional or advisory only, no payout would be earned. | The Company must enhance its existing AFE policy that includes (a) tiered approval authority thresholds, (b) required financial justification including return on investment criteria, and (c) stage-gating for major projects; AND establish an Investment Committee (or equivalent governance body). Both elements must be implemented and operational. | Meet all Target criteria AND obtain Board approval of AFE policy, implement economic analysis with minimum 10% return on investment threshold for discretionary projects, and demonstrate active Investment Committee with documented decisions. |

  64. Summary of 2025 STIP Results

    Summary of 2025 STIP Results In summary, 2025 was a strong year for Hecla, driven by operational outperformance and favorable metals prices. Silver production reached 17.0 million ounces, exceeding 2024 levels and was at the top end of guidance, with all primary silver operations meeting or surpassing expectations and the Lucky Friday achieving record production. These results, combined with robust by-product credits, produced operating cash flow well above target. While safety performance and reserve replacement did not reach targets, strong production, higher metals prices, and disciplined cost management more than offset these challenges. Overall, the year delivered financial performance well above expectations, positioning Hecla well for 2026. Additionally, the Company advanced its strategic transformation through asset portfolio rationalization, balance sheet strengthening and establishing an enhanced framework for investment decisions.

  65. Summary of 2025 STIP Results

    | Category | Component | Performance Value | | Safety | TRIFR Reduction Leading Indicators | 0% 10% | | Environmental | Reduction in Reportable Incidents | 15% | | Operations | Silver Equivalent Ounce Production | 30% | | Financial Goals | Mine Site Operating Cash Flow AISC / AgEq oz. Capital Spending | 30% 30% 0% | | Exploration | Maintaining Reserves Maintaining Resources | 0% 10% | | Subtotal Operational Performance Value | | 125% | | Strategic Goals | Asset Portfolio Rationalization Strengthen Balance Sheet Enhanced Investment Framework | 1.00x (target performance) 1.60x (160% of target) 1.50x (150% of target) | | Strategic Multiplier | | (1.00x + 1.60x + 1.50x) ÷ 3 = 1.37x | | Total STIP Payout (capped at 200%) | | 125% x 1.37 = 171% |

  66. Summary of 2025 STIP Results

    NEO Year-end 2025 Performance as a Group. The STIP resulted in a Company-wide corporate performance value of 171% with Operational Goals contributing 125% and Strategic Goals contributing 46%. Each NEOs performance is primarily based on the Company-wide corporate performance as a whole; however, the committee believes that other corporate goals specifically achieved under each NEOs area of responsibility should be considered, as they support and help achieve the Company-wide strategic objectives. The following is a summary description of the 2025 corporate performance results for the NEOs as a group, except our CEO. Key corporate accomplishments for the year included:

  67. Summary of 2025 STIP Results

    | • | achieved record Lucky Friday silver production |

  68. Summary of 2025 STIP Results

    | • | executed Casa Berardi sale agreement for up to $593 million with Orezone Gold Corporation |

  69. Summary of 2025 STIP Results

    | • | reduced net debt to Adjusted EBITDA ratio from 1.6x to 0.1x |

  70. Summary of 2025 STIP Results

    | • | reduced total debt by 50%, from $551 million to $276 million |

  71. Summary of 2025 STIP Results

    | • | achieved 40.2 AgEq ounces of production, representing 110% of target |

  72. Summary of 2025 STIP Results

    | • | mine site operating cash flow of $649M, exceeding maximum threshold |

  73. Summary of 2025 STIP Results

    | • | AISC per AgEq ounce of $11.28, exceeding the maximum performance threshold |

  74. Summary of 2025 STIP Results

    | • | implemented Board-approved AFE Policy and established formal Investment Committee |

  75. Summary of 2025 STIP Results

    | • | executed comprehensive exploration portfolio prioritization methodology |

  76. Summary of 2025 STIP Results

    | • | monetized non-core exploration properties generating over $30 million in value |

  77. 2025 STIP Award Summary

    2025 STIP Award Summary Set forth in the table below is each NEOs target award and actual award, which was paid in cash to each NEO.

  78. 2025 STIP Award Summary

    | Name | Base Salary ($) | Base Salary Factor (%) | Target STIP ($) | STIP Performance Value(1) (%) | Cash Award(2) ($) | | Krcmarov | 850,000 | 110 | 935,000 | 171 | 1,598,850 | | Aguiar | 435,000 | 80 | 348,000 | 171 | 595,080 | | Lawlar | 435,000 | 80 | 348,000 | 171 | 595,080 | | Sienko | 400,000 | 80 | 320,000 | 171 | 547,200 | | Clary(3) | 400,000 | 80 | 320,000 | — | — |

  79. 2025 STIP Award Summary

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

  80. 2025 STIP Award Summary

    | (2) The amount reported in this column was paid in cash and is included in the Summary Compensation Table for 2025 on page 69 under “Non-Equity Incentive Plan Compensation.” |

  81. 2025 STIP Award Summary

    | (3) Mr. Clary departed the Company effective January 1, 2026, and was not awarded his 2025 STIP. |

  82. 2023-2025 LTIP

    2023-2025 LTIP 2025 was the last year for our LTIP. Instead, we shifted to a long-term incentive that uses exclusively RSU and PSU awards. 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 considered 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 additional resources, production, and cash flow generation. Under the LTIP, a new performance period began each calendar year and ran for three years. The three-year performance period recognized that some value-creating activities required a significant period of time to be implemented and for measurable results to accrue. Starting a new performance period, each year also gave 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 were assigned to each NEO at the beginning of each three-year period and provided the basis for the amount of awards made to each NEO under the LTIP. Performance units were designed to encourage management to deliver long-term value. Performance units reinforced 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 were 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 were in the form of cash, common stock, or a combination of both. In June 2023, the committee approved the 2023-2025 LTIP, which has a target value of $90 per unit. In 2024, the decision was made to eliminate the LTIP, noting that the plan was outside the normal long-term incentive structures maintained by our peers. The decision was made to complete the performance periods under the LTIP that were previously approved by the committee, with the 2023-2025 LTIP being the last. The 2023-2025 LTIP consisted of three performance components, plus a TSR multiplier:

  83. 2023-2025 LTIP

    | • | silver equivalent reserves (gold converted at a ratio of 92.5:1); |

  84. 2023-2025 LTIP

    | • | silver production growth; and |

  85. 2023-2025 LTIP

    | • | mine site operating cash flow less capex. |

  86. 2023-2025 LTIP

    The 2023-2025 LTIP also included a TSR multiplier described in further detail below. Payout under the LTIP occurred in late March 2026. The measured performance goals for the 2023-2025 LTIP were reserve maintenance, production growth, and mine site operating cash flow, which was adjusted by a positive or negative multiplier based on TSR. The committee concluded these goals were important for the following reasons:

  87. 2023-2025 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 (converted at a ratio of 92.5:1) but not base metals. |

  88. 2023-2025 LTIP

    | • | Production. One of the most important components of value creation is demonstrable production growth. In order to incentivize consistent and sustained production growth, the performance value will be reduced for any year within the three-year LTIP period when production declines year-over-year. |

  89. 2023-2025 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. |

  90. 2023-2025 LTIP

    TSR is a key element of the LTIP because it provided a relative performance metric to our peers. TSR served as a multiplier (either positive or negative) of the performance achieved under the three performance goals of the LTIP. TSR served to align the results of the other LTIP components with share performance. If our relative TSR performance was in the mid-range (9th – 13th), the multiplier would be 100% of the value achieved by the other components, and thus has no positive or negative effect on the unit value earned. If our relative TSR was in the top eight, the multiplier is positive and would enhance the unit value. If our relative TSR was in the bottom nine, the multiplier is negative and would reduce the overall value earned. Regardless of the unit value earned by the unit value factors, in the event the absolute TSR is negative, the multiplier was limited to no greater than 100% of the value earned by the unit value factors.

  91. 2023-2025 LTIP Targets and Results

    2023-2025 LTIP Targets and Results

  92. 2023-2025 LTIP Targets and Results

    | Measured Performance Goal | Target Amount | Actual Amount | Payout Per Unit | | Maintenance of silver-equivalent reserves (includes only gold) | 409mm – 438mm | 417.53mm | $16.00 | | Silver production growth | 50.0mm | 47.4mm | — | | Mine site operating cash flow less capex | $144M | $507.5M | $70.00 | | TSR | Median (100%) | 11th of 20 (Median) | — | | Total | $90.00 | $86.00 | $86.00 |

  93. Maintenance of Reserves

    Maintenance of Reserves The first component of the 2023-2025 LTIP, reserve maintenance, achieved results between threshold and target level. Silver-equivalent reserves (gold converted at a ratio of 92.5:1) were used to measure this component. Performance came in between threshold and target, resulting in a payout of $16.00 per unit.

  94. 2023-2025 LTIP Award Summary

    2023-2025 LTIP Award Summary The 2023-2025 LTIP achieved a payout of $86.00 per unit, which was $4.00, or approximately 4% below target for the performance period. The committee approved the 2023-2025 LTIP awards to be paid in the form of cash, with payment made in late March 2026. The following table shows the number of performance units awarded under the 2023-2025 LTIP to each NEO, the unit value achieved, and the total amount of the award:

  95. 2023-2025 LTIP Award Summary

    | Name | 2023-2025 Performance Units (#) | Unit Value ($) | Total Amount of Award(1) ($) | | Krcmarov(2) | — | — | — | | Aguiar | 1,000 | 86.00 | 86,000 | | Lawlar | 4,025 | 86.00 | 346,150 | | Sienko | 3,309 | 86.00 | 284,574 | | Clary(3) | 3,795 | — | — |

  96. 2023-2025 LTIP Award Summary

    | (1) The amount reported in this column was paid in cash to the NEO and is also reported in the Summary Compensation Table for 2025 on page 69 under “Non-Equity Incentive Plan Compensation.” |

  97. 2023-2025 LTIP Award Summary

    | (2) Mr. Krcmarov joined the Company in November 2024 and was not entitled to an award under the 2023-2025 LTIP. |

  98. 2023-2025 LTIP Award Summary

    | (3) Mr. Clary departed the Company effective January 1, 2026, and was not awarded his 2023-2025 LTIP. |

  99. 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.

  100. RSUs

    RSUs RSUs are granted to the NEOs under the 2010 Stock Plan. RSUs are used to (i) retain our NEOs, and (ii) to align their interests with the long-term interests of our shareholders. The committee awarded RSUs to each of the NEOs in June 2025. The RSUs vest in three equal amounts with vesting dates of June 21, 2026, June 21, 2027, and June 21, 2028. See Grants of Plan-Based Awards for 2025 on page 71. 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 the applicable vesting dates. In 2025, we granted the following RSUs to our NEOs under the 2010 Stock Plan:

  101. RSUs

    | NEO | Value of RSUs Units ($) | Number of Shares (#) | | Krcmarov | 1,758,336 | 325,016(1) | | Krcmarov | 1,030,000 | 176,976(2) | | Aguiar | 380,622 | 65,399(2) | | Lawlar | 380,622 | 65,399(2) | | Sienko | 349,997 | 60,137(2) | | Clary | 349,997 | 60,137(2) |

  102. RSUs

    | (1) As part of Mr. Krcmarov’s employment offer, in January 2025, the committee granted Mr. Krcmarov a one-time grant of RSUs with a value of $900,000 (166,359 shares) with a 3-year vesting period of one-third in June 2025, one-third in June 2026, and one-third in June 2027. At the same time, he was also granted RSUs with a value of $1,030,000 (158,657 shares) with the first one-third being prorated and vesting in June 2025, one-third in June 2026, and one-third in June 2027. The 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 January 15, 2025 ($5.41). In June 2025, Mr. Krcmarov was granted RSUs with a value of $1,030,000 (176,976 shares) with one-third vesting in June 2026, one-third in June 2027, and one-third in June 2028. |

  103. RSUs

    | (2) In June 2025, our NEOs were granted RSUs with a 3-year vesting period of one-third in June 2026, one-third in June 2027, and one-third in June 2028. The number of shares was determined by dividing the value of the RSUs granted by the closing price of our common stock on the NYSE on June 23, 2025 ($5.82). |

  104. PSUs

    PSUs We grant PSUs to certain executive officers, including our NEOs. The value of the awards is based in part on the ranking of the TSR performance of our common stock relative to the TSR performance of the common stock of a group of peer companies over a three-year measurement period. The number of shares to be issued is based on the target value of the awards divided by the share price at the grant date. The compensation cost is measured using a Monte Carlo simulation to estimate the value of PSUs at the grant date. In June 2025, the committee granted PSUs to our NEOs with the target values listed below. The vesting of these PSUs will be based 50% on the TSR of our common stock for the three-year period from January 1, 2025, through December 31, 2027, based on the percentile rank within a group of peer companies.

  105. PSUs

    | NEO | Target Value of PSUs ($) | Number of Shares(1) (#) | | Krcmarov | 1,265,000 | 217,354 | | Aguiar | 380,622 | 65,399 | | Lawlar | 380,622 | 65,399 | | Sienko | 349,997 | 60,137 | | Clary | 349,997 | 60,137(2) |

  106. 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 23, 2025 ($5.82). |

  107. PSUs

    | (2) Mr. Clary departed the Company on January 1, 2026, but was awarded his outstanding PSUs at target value. |

  108. 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, the TSR portion of the award is earned at 50% of target. If Hecla’s performance is at the 50th percentile, the TSR portion of the award is earned at target. If Hecla’s performance is at the 100th percentile, the TSR portion of the award is earned at the maximum of 200%. The industry peer group used for purposes of the 2023-2025 TSR PSUs are as follows: Alamos Gold, IAMGOLD, B2Gold, New Gold, Centerra Gold, Oceana Gold, Coeur Mining, Pan American Silver, Eldorado Gold, SSR Mining, Equinox Gold, Torex Gold, First Majestic, Fortuna Silver, Fresnillo, and Hochschild Mining.

  109. 2023-2025 PSU Results

    2023-2025 PSU Results In February 2026, the committee certified the results of the PSUs granted in 2023 to our then NEOs. These PSUs had a three-year performance period ended December 31, 2025, with vesting and payout based on the Company’s TSR compared to our TSR peer group (consisting of the 20 companies and funds listed in the previous paragraph) from January 1, 2023, through December 31, 2025. The following table shows the calculation of the PSU results at the end of the three-year performance period on December 31, 2025. During this three-year performance period, Hecla ranked 11th among the 20 peer group companies based on TSR from 2023 through 2025, which resulted in a payout percentage of 100% of the NEOs’ targeted PSU award values. To determine the relative share performance, Hecla’s TSR performance versus that of TSR peer group companies was based on a comparison of the average closing share price over the last 60 calendar days prior to January 1, 2023 (the base price) with the average closing share price over the last 60 calendar days of the three-year performance period (ended December 31, 2025). The table below details the value of the PSUs based on the estimated outcome as of the date of grant. These values for the 2023 PSUs are reflected in the applicable Grants of Plan-Based Awards for 2023 table from our 2024 Proxy Statement, and the realized value of the common stock received upon settlement of the awards on March 2, 2026.

  110. 2023-2025 PSU Results

    | Executive | Target Number of PSUs Granted in 2023 (#) | Number of 2023 PSUs Earned (#) | | Krcmarov(1) | — | — | | Aguiar | 21,318 | 21,318 | | Lawlar | 29,609 | 29,609 | | Sienko | 23,881 | 23,881 | | Clary | 27,327 | 27,327(2) |

  111. 2023-2025 PSU Results

    | (1) Mr. Krcmarov was not an employee during 2023 and did not receive PSUs. |

  112. 2023-2025 PSU Results

    | (2) Mr. Clary departed the Company effective January 1, 2026, but was awarded 100% of his 2023-2025 PSUs on February 2, 2026. |

  113. 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, and 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 account (for cash awards) or a stock account (for stock awards only). The KEDP was frozen effective January 1, 2025. Prior to January 1, 2025, deferred RSUs and PSUs could also be credited to the 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 creditors. In 2025, 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 2025 table on page 76. Benefits. We provide our employees with a benefits package that is designed to attract and retain the talent needed to manage Hecla. Effective January 1, 2025, the committee froze participation for new employees in the Retirement Plan provided to 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 portion of the 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. Under the Cash Balance portion of the Retirement Plan, participants receive contributions to a bookkeeping account and are eligible to take a lump sum distribution of their benefits. Additional details about the Retirement Plan are in the narrative accompanying the Pension Benefits table on page 74. 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 (with no LTIP compensation being 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.

  114. Change in Control and Severance Agreements

    Change in Control and Severance Agreements In 2025, we entered into change in control and severance agreements (“CIC Agreements”) with our NEOs—other than our CEO—who we entered into a similar agreement with in November 2024. 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 (without cause) following a change in control of the Company. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of calendar year-end, are described in detail in the section titled Potential Payments Upon Termination or Change in Control on page 76. The committee believes that these CIC Agreements are important for a number of reasons, including providing reasonable compensation opportunities in the unique circumstances of a change in control that are not provided by other elements of our compensation program. Further, change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key executives will leave Hecla before a transaction closes. The committee also believes these agreements motivate the executives to make decisions that are in the best interests of our shareholders in the event of a pending change in control. These agreements provide executives with the necessary job stability and financial security during a change in control transaction and the subsequent period of uncertainty to help them stay focused on managing Hecla rather than on their own personal employment situation. The committee believes that all these objectives (i) serve our shareholders’ interests, (ii) are an essential component of the executive compensation program and, (iii) are necessary to attract and retain senior talent in the highly competitive talent market in which we compete. The change in control provisions were developed by the Company and the committee based on market and industry competitive practices. The Company and the committee periodically review the benefits provided under the CIC Agreements to ensure that they serve our interests in retaining our key executives, are consistent with market and industry practice, and are reasonable.

  115. Summary Compensation Table for 2025

    Summary Compensation Table for 2025 The following compensation tables provide information regarding the compensation of our NEOs for the year ended December 31, 2025, determined in accordance with SEC rules.

  116. Summary Compensation Table for 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(3) ($) | All Other Compensation ($)(4) | Total ($) | | Rob Krcmarov President and CEO | 2025 | 850,000 | — | 2,800,534 | 1,598,850 | — | 203,783 | 5,453,167 | | | 2024 | 93,500 | — | — | 132,458 | — | 462 | 226,420 | | | 2023 | — | — | — | — | — | — | — | | Carlos Aguiar Sr. Vice President – Chief Operating Officer | 2025 | 404,938 | 200,000(5) | 384,292 | 681,080 | 146,187 | 23,769 | 1,840,266 | | Russell D. Lawlar Sr. Vice President – Chief Financial Officer | 2025 | 404,938 | — | 384,292 | 941,230 | 41,404 | 23,769 | 1,795,633 | | | 2024 | 379,500 | — | 595,670 | 568,515 | 70,653 | 23,469 | 1,637,807 | | | 2023 | 352,688 | — | 329,041 | 472,350 | 38,428 | 22,569 | 1,215,076 | | David C. Sienko Sr. Vice President – General Counsel and Secretary | 2025 | 370,208 | — | 353,372 | 831,774 | 118,019 | 23,769 | 1,697,142 | | | 2024 | 326,875 | — | 553,002 | 539,924 | 137,319 | 22,339 | 1,579,459 | | | 2023 | 306,875 | — | 263,057 | 342,000 | — | 22,420 | 934,352 | | Michael L. Clary Former Senior Vice President – Chief Administrative Officer | 2025 | 370,208 | — | 353,372 | — | 454,965 | 2,136,076 | 3,314,621 | | | 2024 | 345,000 | — | 555,646 | 525,777 | 476,587 | 23,469 | 1,926,479 | | | 2023 | 320,625 | — | 303,738 | 462,000 | 1,353,530 | 22,463 | 2,462,356 |

  117. Summary Compensation Table for 2025

    | (1) Represents RSUs awarded and PSUs granted in each of fiscal years 2025, 2024 and 2023. 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 2025 consolidated financial statements, which is included in our Annual Report on Form 10-K filed with the SEC on February 17, 2026. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs is based on the estimated outcome as of the date of grant. In accordance with FASB ASC Topic 718, this result is based on a relative TSR result modeled using a Monte Carlo simulation. Please see the Grants of Plan-Based Awards for 2025 table on page 71 for more information about the awards granted to our NEOs in 2025. |

  118. Summary Compensation Table for 2025

    | (2) This column represents the performance payments paid to our NEOs for the calendar years 2025, 2024, and 2023 under our STIP and for the LTIP plan periods, 2023-2025, 2022-2024, and 2021-2023. Both the 2025 STIP and 2023-2025 LTIP were paid 100% in cash. The 2024 STIP was paid 100% in cash, and 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, and the 2021-2023 LTIP was paid in common stock. The awards for each of the plan years are as follows: |

  119. Summary Compensation Table for 2025

    | 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 | 2025 | 1,598,850 | — | — | — | — | 1,598,850 | 1,598,850 | — | | | 2024 | 132,458 | — | — | — | — | 132,458 | 132,458 | — | | Aguiar | 2025 | 595,080 | 2023-2025 | 1,000 | 86.00 | 86,000 | 681,080 | 681,080 | — | | Lawlar | 2025 | 595,080 | 2023-2025 | 4,025 | 86.00 | 346,150 | 941,230 | 941,230 | — | | | 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 | | Sienko | 2025 | 547,200 | 2023-2025 | 3,309 | 86.00 | 284,574 | 831,774 | 831,774 | — | | | 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 | | Clary | 2025 | — | 2023-2025 | — | — | — | — | — | — | | | 2024 | 276,000 | 2022-2023 | 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 |

  120. Summary Compensation Table for 2025

    | * Consists only of LTIP awards, which were paid 100% in common stock. |

  121. Summary Compensation Table for 2025

    | (3) The amounts reported in this column for 2024 are changes between December 31, 2024 and December 31, 2025 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. Mr. Krcmarov does not participate in the defined benefit pension plan. |

  122. Summary Compensation Table for 2025

    | (4) Includes the following: |

  123. Summary Compensation Table for 2025

    | NEO | Matching 401(k) Contribution ($) | Annual Life Insurance Premium ($) | Unused Vacation ($) | Other ($) | | Total ($) | | Krcmarov | 21,000 | 2,769 | — | 180,014 | (i) | 203,783 | | Aguiar | 21,000 | 2,769 | — | — | | 23,769 | | Lawlar | 21,000 | 2,769 | — | — | | 23,769 | | Sienko | 21,000 | 2,769 | — | — | | 23,769 | | Clary | 21,000 | 2,769 | 12,307(ii) | 2,100,000 | (iii) | 2,136,076 |

  124. Summary Compensation Table for 2025

    | (i) This includes $153,444 in lump sum relocation assistance paid to Mr. Krcmarov in connection with his appointment, and $26,570 representing a gross up for federal and state income taxes incurred by Mr. Krcmarov on Company paid moving expenses, so that such expenses were provided to him on a net, after tax basis. |

  125. Summary Compensation Table for 2025

    | (ii) Unused vacation pay received by Mr. Clary at the time of his departure. |

  126. Summary Compensation Table for 2025

    | (iii) | Includes severance payments to Mr. Clary earned in 2025 and payable in 2026 and 2027, as described under Departure of Senior Vice President – Chief Administration Officer on page 51. |

  127. Summary Compensation Table for 2025

    | (5) In July 2025, Mr. Aguiar received a $200,000 retention bonus. |

  128. Summary Compensation Table for 2025

    The following table shows all plan-based awards granted to the NEOs during 2025.

  129. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025

  130. Grants of Plan-Based Awards for 2025

    | | | 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 | | | | | | | | | | | RSUs(2) | 01/15/25 | | | | | | | 158,657 | 858,334 | | RSUs(2) | 01/15/25 | | | | | | | 166,359 | 900,002 | | RSUs(3) | 06/23/25 | | | | | | | 176,976 | 1,030,000 | | PSUs(4) | 06/23/25 | | | | 54,338 | 217,354 | 434,708 | 217,354 | 12,198 | | STIP(5) | | — | 935,000 | 1,870,000 | | | | | | | Carlos Aguiar | | | | | | | | | | | RSUs(3) | 06/23/25 | | | | | | | 65,399 | 380,622 | | PSUs(4) | 06/23/25 | | | | 16,349 | 65,399 | 130,798 | 65,399 | 3,670 | | STIP(5) | | — | 348,000 | 696,000 | | | | | | | Russell D. Lawlar | | | | | | | | | | | RSUs(3) | 06/23/25 | | | | | | | 65,399 | 380,622 | | PSUs(4) | 06/23/25 | | | | 16,349 | 65,399 | 130,798 | 65,399 | 3,670 | | STIP(5) | | — | 348,000 | 696,000 | | | | | | | David C. Sienko | | | | | | | | | | | RSUs(3) | 06/23/25 | | | | | | | 60,137 | 349,997 | | PSUs(4) | 06/23/25 | | | | 15,034 | 60,137 | 120,274 | 60,137 | 3,375 | | STIP(5) | | — | 320,000 | 640,000 | | | | | | | Michael L. Clary | | | | | | | | | | | RSUs(4) | 06/23/25 | | | | | | | 60,137 | 349,997 | | PSUs(4) | 06/23/25 | | | | 15,034 | 60,137 | 120,274 | 60,137 | 3,375 | | STIP(5) | | — | 320,000 | 640,000 | | | | | |

  131. Grants of Plan-Based Awards for 2025

    | (1) The RSU amounts represent the aggregate grant date fair value of the awards granted to each NEO computed in accordance with stock-based accounting rules (FASB ASC Topic 718). Assumptions used in the calculation of these amounts are included in Note 12 – Stockholders’ Equity to our calendar year 2025 consolidated financial statements, which are included in our Annual Report on Form 10-K filed with the SEC on February 17, 2026 (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. |

  132. Grants of Plan-Based Awards for 2025

    | (2) Mr. Krcmarov joined the Company in November 2024. In January 2025, he was awarded a one-time grant of RSUs with a value of $900,000 with a vesting term of one-third on June 21, 2025, one-third on June 21, 2026, and one-third on January 21, 2027. He was also awarded RSUs with a value of $1,030,000 with the first one-third tranche being prorated and vesting on June 21, 2025, one-third on June 21, 2026, and one-third on June 21, 2027. 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 January 15, 2025 ($5.41). |

  133. Grants of Plan-Based Awards for 2025

    | (3) Represents the number of RSUs granted on June 23, 2025 to the NEOs under the terms of the 2010 Stock Incentive Plan. The restrictions lapse for one-third of the RSUs on June 21, 2026, one-third on June 21, 2027 and one-third on June 21, 2028, 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 23, 2025 ($5.82). |

  134. Grants of Plan-Based Awards for 2025

    | (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: Aguiar, $380,625; Lawlar, $380,625; Sienko, $350,000; and Clary, $350,000, 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 that will vest be based on the TSR of Hecla common stock for the three-year period from January 1, 2025 through December 31, 2027, based on the following percentile rank within peer group companies: |

  135. Grants of Plan-Based Awards for 2025

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

  136. Grants of Plan-Based Awards for 2025

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

  137. Grants of Plan-Based Awards for 2025

    | • | 0 percentile rank among peers = threshold award below 25% of target. |

  138. Grants of Plan-Based Awards for 2025

    | 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, 2025, 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. |

  139. Grants of Plan-Based Awards for 2025

    | (5) Represents the potential value of the payout for each NEO under the 2025 STIP described on page 53. The 2025 STIP does not include threshold-level performance goals. The total payout to each NEO under the 2025 STIP is described in footnote 2 to the Summary Compensation Table for 2025 on page 69. |

  140. Grants of Plan-Based Awards for 2025

    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.

  141. Outstanding Equity Awards at Fiscal Year-End for 2025

    Outstanding Equity Awards at Fiscal Year-End for 2025

  142. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | 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 | 414,808 | 7,960,166 | 217,354(5) | 4,171,023 | | Carlos Aguiar | 108,150 | 2,075,399 | | | | | | | 48,138(4) | 923,768 | | | | | 65,399(5) | 1,255,006 | | Russell D. Lawlar | 127,652 | 2,449,642 | | | | | | | 71,180(4) | 1,365,944 | | | | | 65,399(5) | 1,255,006 | | David C. Sienko | 115,634 | 2,219,016 | | | | | | | 65,571(4) | 1,258,307 | | | | | 60,137(5) | 1,154,029 | | Michael L. Clary(6) | 118,065 | 2,265,667 | | | | | | | 66,397(4) | 1,274,158 | | | | | 60,137(5) | 1,154,029 |

  143. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (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: |

  144. Outstanding Equity Awards at Fiscal Year-End for 2025

    | | Number of Unvested Restricted Stock Units | | | | | | Vesting Date | Krcmarov | Aguiar | Lawlar | Sienko | Clary | | 06/21/26 | 177,908 | 48,505 | 45,527 | 53,686 | 55,842 | | 06/21/27 | 177,908 | 37,846 | 60,326 | 41,903 | 42,178 | | 06/21/28 | 58,992 | 21,799 | 21,799 | 20,045 | 20,045 | | Total | 414,808 | 108,150 | 127,652 | 115,634 | 118,065 |

  145. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (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, 2025, which was $19.19. |

  146. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (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, 2025, which was $19.19. |

  147. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (4) Award of PSUs, the value of which will be determined based on the TSR of Hecla common stock for the three-year period from January 1, 2024, through December 31, 2026. For purposes of determining the amounts reflected in this column, it is assumed that target performance was achieved as of the end of the fiscal year ended December 31, 2025. |

  148. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (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, 2025, through December 31, 2027. 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, 2025. |

  149. Outstanding Equity Awards at Fiscal Year-End for 2025

    | (6) Mr. Clary departed the Company effective January 1, 2026. Per his agreement with the Company at the time of his departure, he received 50% of his unvested RSUs, and 100% of his 2023-2025 PSUs, two-thirds of his unvested 2024-2026 PSUs, and one-third of his unvested 2025-2027 PSUs which were each paid out to him in common shares on February 2, 2026. |

  150. Outstanding Equity Awards at Fiscal Year-End for 2025

    The following table shows information concerning the number of stock awards that vested during calendar year 2025 for each of the NEOs, and the value realized on the vesting of stock awards during calendar year 2025.

  151. Stock Vested in 2025

    Stock Vested in 2025

  152. Stock Vested in 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Rob Krcmarov | 87,184 | 507,411 | | Carlos Aguiar | 34,229 | 199,213 | | Russell D. Lawlar | 53,199 | 309,618 | | David C. Sienko | 46,431 | 270,228 | | Michael L. Clary | 49,340 | 287,159 |

  153. Stock Vested in 2025

    | (1) Value realized on vesting is based on the closing price of our common stock on the NYSE on the applicable vesting date of June 23, 2025 ($5.82). |

  154. Pension Benefits

    Pension Benefits Mr. Krcmarov does 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, 2025. 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, 2025.

  155. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Calendar Year ($) | | Carlos Aguiar | Retirement Plan | 17 | 499,680 | — | | | SERP | | 184,606 | — | | Russell D. Lawlar | Retirement Plan | 15 | 226,398 | — | | | SERP | | 53,383 | — | | David C. Sienko | Retirement Plan | 15 | 587,920 | — | | | SERP | | 289,321 | — | | Michael L. Clary | Retirement Plan | 31 | 1,895,030 | — | | | SERP | | 1,235,405 | — |

  156. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025

  157. Nonqualified Deferred Compensation for 2025

    | 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 (#) | | Robert L. Krcmarov | — | — | — | — | — | | Russell D. Lawlar | — | — | — | — | — | | Carlos Aguiar | — | — | — | — | — | | David C. Sienko | — | — | — | — | — | | Michael L. Clary | — | — | — | — | — |

  158. Nonqualified Deferred Compensation for 2025

    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.

  159. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have change in control and severance agreements (“CIC Agreements”) with each of our current NEOs (Messrs. Krcmarov, Aguiar, Lawlar, and Sienko). 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 the CIC Agreement. 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. Each NEO’s receipt of any severance payments or benefits under his CIC Agreement is subject to his signing and not revoking the Company’s then standard separation agreement and release of claims with the Company. The NEO is further not required to seek other employment to receive payments or benefits under the CIC Agreements. CIC Agreement with Mr. Krcmarov. Mr. Krcmarov’s 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 the NEO 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 Agreements 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 150% 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” or 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 occurrence 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. CIC Agreements with Messrs. Aguiar, Lawlar, and Sienko. The CIC Agreements entered into with Messrs. Aguiar, Lawlar and Sienko provide 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, the NEO will receive the following payments and benefits from the Company: (i) a single, lump sum, cash payment equal to 200% (300% for Mr. Sienko(1)) of the sum of the NEOs then current annual salary plus the highest annual and long-term incentive plan opportunities paid to the NEO for the preceding three completed fiscal years; (ii) a single, lump sum, cash payment equal to 24 (36 for Mr. Sienko) 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; (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; and (v) lump-sum, cash payment equal to the excess of the actuarial equivalent of the NEOs deemed Retirement Benefit over the actuarial equivalent of the aggregate benefits actually payable to the NEO under the Retirement Plan and the SERP. The “Deemed Retirement Benefit” is the aggregate benefit that would be payable to the NEO under the Retirement Plan and the SERP, assuming that (i) the NEOs age as of the date of the Qualifying Termination were increased by two years (three years for Mr. Sienko) for purposes of calculating the applicable pension reduction, (ii) the NEOs average annual earnings were calculated by assuming that the NEO had continued to receive continue compensation and benefits for two years (three years for Mr. Sienko), (iii) the NEOs years of service were increased by two years (three years for Mr. Sienko), and (iv) the NEOs benefits under the plan were fully vested.

  160. Potential Payments Upon Termination or Change in Control

    The CIC Agreements 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, the NEO will receive the following payments and benefits from the Company: (i) a single, lump sum, cash payment equal to 100% of the sum of the NEOs then current annual salary plus the highest annual and long-term incentive plan opportunities paid to the NEO for the preceding three completed fiscal years; (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

  161. Potential Payments Upon Termination or Change in Control

    | (1) Mr. Sienko’s CIC Agreement, which was entered not prior to the Company’s 2024 compensation program reforms, provides for a severance benefit of three time (3x) his annual cash compensation. This benefit reflects the terms of his existing contractual arrangement and has been grandfathered under the Company’s revised severance framework. All other current NEOs are subject to the Company’s updated severance policy, which provides for a benefit of two times (2x) annual cash compensation, consistent with the Committee’s response to shareholder feedback received following the 2024 Annual Shareholder’s Meeting. |

  162. Potential Payments Upon Termination or Change in Control

    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 $15,000 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 Agreements further provide that, in the event of a termination of the NEOs 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 100% 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 Agreements, a “Qualifying Termination” means a termination of employment by the Company without “Cause” of a termination by the NEO for “Good Reason.” “Cause” generally means: (i) the NEOs willful failure to perform his reasonable duties or responsibilities or (ii) the NEOs willful engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. “Good Reason” generally means the NEOs termination of employment following the occurrence of any of the following without the NEOs written consent: (i) a material reduction in the NEOs authority, responsibilities, position or duties; (ii) a material reduction in the NEOs compensation or in the aggregate level of benefits; (iii) relocation of the NEOs 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, or (iv) the Company’s breach of any agreement with the NEO that is materially adverse to the NEO. In addition, the terms of the RSUs and PSUs awarded to the NEOs also provide for accelerated or continued vesting in connection with certain terminations of employment. In the event of the NEOs termination of employment for any reason other than cause or due to death or disability, all RSUs and PSUs will remain eligible to vest and be settled on the original vesting date (and, for PSUs, subject to actual performance) if, as of the termination date, the NEO is (i) at least 60 and has 15 or more years of service with the Company, (ii) at least age 65 and has seven or more years of service with the Company, or (iii) is at least age 68. Further, all RSUs and PSUs will vest upon the NEOs termination due to death or disability, with vesting determined based on achievement of 100% target performance for the PSUs. The following tables reflect the amount of compensation that would be paid to each of our NEOs (other than Mr. Clary, who as of December 31, 2025, had incurred a termination that was not a Qualifying Termination for purposes of his CIC Agreement) in the event of termination of the NEOs 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, 2025, and include estimates of the amounts that would be paid to each NEO upon such NEOs 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 2025 on page 71, Outstanding Equity Awards at Calendar Year-End for 2025 on page 72, Pension Benefits table on page 74, and the section titled Nonqualified Deferred Compensation for 2025 on page 76 for additional information. In addition, please see Departure of Senior Vice President – Chief Administration Officer on page 51 for a discussion of the amounts actually paid and payable to Mr. Clary in connection with his departure. The actual amounts to be paid can only be determined at the time of such NEOs separation from Hecla.

  163. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Robert L. Krcmarov | Termination Following a Change in Control ($) | Death or Disability ($) | Termination without Cause (Non-Change in Control) ($) | | Base Salary(1) | 1,700,000 | 1,275,000 | 1,275,000 | | STIP(2) | 1,870,000 | 935,000 | 1,402,500 | | Unvested RSUs(3) | 7,960,166 | 7,960,166 | 3,980,083 | | Unearned PSUs(4) | 4,171,023 | 4,171,023 | 4,171,023 | | Benefits: | | | | | Health Benefits(5) | 44,754 | — | 33,566 | | Outplacement | 20,000 | — | 20,000 | | Total | 15,765,943 | 14,341,189 | 10,882,172 |

  164. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Carlos Aguiar | Termination Following a Change in Control ($) | Death or Disability ($) | Termination without Cause (Non-Change in Control) ($) | | Base Salary(1) | 870,000 | 435,000 | 435,000 | | STIP(2) | 1,190,160 | 348,000 | 595,080 | | Unvested RSUs(3) | 2,075,399 | 2,075,399 | 1,037,700 | | Unearned PSUs(4) | 2,178,775 | 2,178,775 | 2,178,775 | | LTIP(5) | 172,000 | — | 86,000 | | Benefits: | | | | | Health Benefits(6) | 66,836 | — | 50,127 | | Retirement Benefits(7) | 1,451,847 | — | — | | Outplacement | 20,000 | — | 15,000 | | Total | 8,025,017 | 5,037,174 | 4,397,682 |

  165. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for Russell D. Lawlar | Termination Following a Change in Control ($) | Death or Disability ($) | Termination without Cause (Non-Change in Control) ($) | | Base Salary(1) | 870,000 | 435,000 | 435,000 | | STIP(2) | 1,190,160 | 348,000 | 595,080 | | Unvested RSUs(3) | 2,449,642 | 2,449,642 | 1,224,821 | | Unearned PSUs(4) | 2,620,951 | 2,620,951 | 2,620,951 | | LTIP(5) | 692,300 | — | 346,150 | | Benefits: | | | | | Health Benefits(6) | 3,738 | — | 2,804 | | Retirement Benefits(7) | 396,132 | — | — | | Outplacement | 20,000 | — | 15,000 | | Total | 8,242,923 | 5,853,593 | 5,239,806 |

  166. Potential Payments Upon Termination or Change in Control

    | Termination Payments and Benefits for David C. Sienko | Termination Following a Change in Control ($) | Death or Disability ($) | Termination without Cause (Non-Change in Control) ($) | | Base Salary(1) | 1,200,000 | 400,000 | 400,000 | | STIP(2) | 1,641,600 | 320,000 | 547,200 | | Unvested RSUs(3) | 2,219,016 | 2,219,016 | 1,109,508 | | Unearned PSUs(4) | 2,412,337 | 2,412,337 | 2,412,337 | | LTIP(5) | 853,722 | — | 284,574 | | Benefits: | | | | | Health Benefits(6) | 29,424 | — | 22,068 | | Retirement Benefits(7) | 1,516,281 | — | — | | Outplacement | 20,000 | — | 15,000 | | Total | 9,892,380 | 5,351,353 | 4,790,687 |

  167. Potential Payments Upon Termination or Change in Control

    | (1) Represents two times annual base salary for termination following a change in control for Messrs. Krcmarov, Aguiar, and Lawlar and three times annual base salary for termination following a change in control for Mr. Sienko. Represents 150% of annual base salary for an involuntary termination without cause outside of the change in control period and termination due to death or disability for Mr. Krcmarov, and 100% of annual base salary for an involuntary termination without cause outside of the change in control period and termination due to death or disability for Messrs. Aguiar, Lawlar, and Sienko. |

  168. Potential Payments Upon Termination or Change in Control

    | (2) Represents two times the target annual STIP opportunity payment for termination following a change in control, 150% of the target annual STIP opportunity for an involuntary termination without cause outside of the change in control period, and 100% of the target annual STIP opportunity for termination due to death or disability (assuming a termination on December 31, 2025, such that no proration applies) for Mr. Krcmarov. Represents two times the highest STIP payment paid in the last three years for termination following a change in control, 100% of the highest STIP payment paid in the last three years for an involuntary termination without cause outside of the change in control period, and 100% of the target annual STIP opportunity for termination due to death or disability (assuming a termination on December 31, 2025, such that no proration applies for Messrs. Aguiar and Lawlar. Represents three times the highest STIP payment paid in the last three years for termination following a change in control, 100% of the highest STIP payment paid in the last three years for an involuntary termination without cause outside of the change in control period and 100% of the target annual STIP opportunity for termination due to death or disability (assuming a termination on December 31, 2025, such that no proration applies) for Mr. Sienko. |

  169. 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. In the event of an involuntary termination without cause outside of the change in control period, 50% of the unvested RSUs will become immediately earned and vested as of the date of termination. The value is based on the closing price of Hecla’s common stock on the NYSE on December 31, 2025 ($19.19). Please see the Outstanding Equity Awards at Calendar Year-End for 2025 table on page 72 for more information. |

  170. 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 2025, assuming target performance (217,354 shares for Mr. Krcmarov, 113,537 shares for Mr. Aguiar, 136,579 shares for Mr. Lawlar, and 125,708 shares for Mr. Sienko, multiplied by the closing price of our common stock on the NYSE on December 31, 2025 ($19.19). 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. In the event of involuntary termination without cause outside of the change in control period, 100% of the unvested PSUs will become immediately earned and vested as of the date of termination. The totals listed in the disability and death columns are based on the number of performance-based shares that would have vested if termination would have occurred on the last business day of 2025 assuming target performance for each of the NEOs, multiplied by the closing price of our common stock on the NYSE on December 31, 2025 ($19.19). |

  171. Potential Payments Upon Termination or Change in Control

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

  172. Potential Payments Upon Termination or Change in Control

    | (6) Reflects the estimated lump-sum value of all future premiums, which will be paid by the Company on behalf of Messrs. Aguiar and Lawlar under our health plans for two years upon a termination following a change in control or 18 months upon an involuntary termination without cause outside of the change in control period. 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 plans for three years upon termination following a change in control or 18 months upon an involuntary termination without cause outside of the change in control period. |

  173. Potential Payments Upon Termination or Change in Control

    | (7) Reflects the excess of (a) the actuarial equivalent of the aggregate benefit that would be payable to the NEO under the Retirement Plan and the SERP, assuming that (i) the NEOs age as of the date of the Qualifying Termination were increased by two years (three years for Mr. Sienko) for purposes of calculating the applicable pension reduction, (ii) the NEOs average annual earnings were calculated by assuming that the NEO had continued to receive continued compensation and benefits for two years (three years for Mr. Sienko), (iii) the NEOs years of service were increased by two years (three years or Mr. Sienko), and (iv) the NEOs benefits under the plan were fully vested over (b) the actuarial equivalent of the aggregate benefits actually payable to the NEO under the Retirement Plan and the SERP, in all cases determined as of December 31, 2025. |

  174. 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 for our last completed fiscal year, which ended December 31, 2025. We determined the median of the annual total compensation of our employees (excluding Mr. Krcmarov) as of December 31, 2025. 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 2025 annual total compensation of our CEO, Mr. Krcmarov; (ii) the calendar year 2025 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.

  175. CEO Pay Ratio

    | CEO PAY RATIO | | | 2025 CEO Annual Total Compensation | $1,677,964 | | 2025 Median Employee Annual Total Compensation | $117,782 | | CEO to Median Employee Pay Ratio | 14:1 |

  176. 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.

  177. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for First PEO (1) ($) | Summary Compensation Table Total for Second PEO (2) ($) (b) | Summary Compensation Table Total for Third PEO (3) ($) | Compensation Actually Paid to First PEO (4) ($) | Compensation Actually Paid to Second PEO (4) ($) (c) | Compensation Actually Paid to Third PEO (4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (5) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs (6) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (millions) (9) ($) (h) | Annual Total Shareholder Return (10) (%) (i) | | | | | | | | | | | Total Shareholder Return (7) ($) (f) | Peer Group Total Shareholder Return (8) ($) (g) | | | | 2025 | — | — | 5,453,167 | — | — | 17,438,704 | 2,162,022 | 6,954,389 | 303.38 | 237.38 | 321.7 | 291.1 | | 2024 | 2,166,578 | 1,015,338 | 226,420 | (32,491) | 1,015,338 | 226,420 | 1,638,322 | 1,288,956 | 77.56 | 95.14 | 35.8 | 2.8 | | 2023 | 4,142,554 | — | — | 2,922,539 | — | — | 1,390,524 | 682,571 | 75.36 | 87.17 | (84.2) | (13.0) | | 2022 | 4,579,866 | — | — | 6,145,949 | — | — | 1,408,227 | 1,674,298 | 86.67 | 85.03 | (37.3) | 6.94 | | 2021 | 3,765,100 | — | — | 3,177,762 | — | — | 915,927 | 305,615 | 81.04 | 91.86 | 35.1 | (18.9) |

  178. 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. |

  179. 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 69. |

  180. 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 and 2025. Please refer to the Summary Compensation Table in this Proxy Statement on page 69. |

  181. 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 2025 to determine the applicable PEO’s “compensation actually paid” in calendar year 2025: |

  182. 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 | 2025 | — | — | — | — | — | — | | Second PEO | 2025 | — | — | — | — | — | — | | Third PEO | 2025 | 5,453,167 | 2,800,534 | 14,786,071 | — | — | 17,438,704 |

  183. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for the applicable PEO for calendar year 2025 in the corresponding “Total” column of the Summary Compensation Table . Please refer to the Summary Compensation Table in this Proxy Statement on page 69. |

  184. 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 2025. 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 2025. Please refer to the Summary Compensation Table in this Proxy Statement on page 69 . |

  185. 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 2025 for the applicable PEO. The adjusted amount replaces the “Stock Awards” column in the Summary Compensation Table for the applicable PEO for calendar year 2025. The adjusted amount is determined by adding (or subtracting, as applicable) the following for calendar year 2025 |

  186. Pay Versus Performance

    | for the applicable PEO: the calendar year-end fair value of any equity awards granted in calendar year 2025 that are outstanding and unvested as of the end of calendar year 2025; (ii) the amount of change at the end of calendar year 2025 (from the end of the prior calendar year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of calendar year 2025; (iii) for awards that are granted and vest in calendar year 2025, the fair value as of the vesting date; (iv) for awards granted in prior calendar years that vest in calendar year 2025, 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 2025, 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 2025 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 2025. The amounts added or subtracted to determine the adjusted amount for calendar year 2025 for the applicable PEO are as follows: |

  187. 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 | 2025 | — | — | — | — | — | — | — | | Second PEO | 2025 | — | — | — | — | — | — | — | | Third PEO | 2025 | 14,283,020 | — | 503,052 | — | — | — | 14,786,071 |

  188. 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. |

  189. 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 2025 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 69. |

  190. Pay Versus Performance

    | (e) The total pension benefit adjustments include the aggregate of two components: (i) the actuarially determined service cost for services rendered by the applicable PEO during calendar year 2025 (the “service cost”); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during calendar year 2025 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 2025 for each PEO was $0. |

  191. 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 2025, Messrs. Aguiar, Lawlar, Sienko, and Clary; (ii) for 2024, Messrs. Lawlar, Brown, Sienko, and Clary; (iii) for 2023, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; (iv) for 2022, Messrs. Roberts, Lawlar, Brown, Sienko and Clary; and (v) for 2021, Messrs. Roberts, Lawlar, Brown, Sienko and Hall. |

  192. 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 |

  193. Pay Versus Performance

    | were made to average total compensation for the NEOs as a group (excluding the PEOs) for calendar year 2025 to determine the “compensation actually paid” in calendar year 2025, using the same adjustment methodology described above in Note 4(c): |

  194. 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) ($) | Average Reported Summary Compensation Table Change in Value of Pension Benefits for Non- PEO NEOs (d) ($) | Pension Benefits Adjustments for Non-PEO NEOs (e) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,162,022 | (368,832) | 5,302,200 | (190,144) | 49,143 | 6,954,389 |

  195. 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 2025. Please refer to the Summary Compensation Table in this Proxy Statement on page 69. |

  196. 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 2025. Please refer to the Summary Compensation Table in this Proxy Statement on page 69. 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 2025. |

  197. 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 2025 determined using the same methodology described above in Note 4(c). For calendar year 2025, 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 2025 are as follows: |

  198. 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 ($) | | 2025 | 2,881,606 | 2,381,207 | — | 39,388 | — | — | 5,302,200 |

  199. 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. |

  200. 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 2025 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 69. |

  201. Pay Versus Performance

    | (e) The total pension benefit adjustments for calendar year 2025 are the aggregate of two components, averaged for the NEOs as a group (excluding the PEOs) in calendar year 2025 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 2025 are as follows: |

  202. Pay Versus Performance

    | Year | Service Cost ($) | Prior Service Cost ($) | Total Pension Benefit Adjustments ($) | | 2025 | 49,143 | — | 49,143 |

  203. 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. |

  204. 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 2025 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 2025. |

  205. Pay Versus Performance

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

  206. 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. |

  207. 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.

  208. Compensation Actually Paid, Cumulative Company TSR and Cumulative TSR of the Peer Group

    Compensation Actually Paid, Cumulative Company TSR and Cumulative TSR of the Peer Group

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

    Compensation Actually Paid and Company Net Income (Loss)

  210. Compensation Actually Paid and Annual TSR

    Compensation Actually Paid and Annual TSR

  211. Directors

    Directors Overview The Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors (the “Director Stock Plan”) originally became effective following shareholder approval on May 5, 1995. The Director Stock Plan was subsequently amended, in each instance with the approval of our shareholders, on July 18, 2002, February 25, 2004, May 6, 2005, December 10, 2007, May 24, 2012 and May 25, 2017. We are now asking our shareholders to approve an amendment to the Director Stock Plan, (the “First Amendment”) which First Amendment was approved by the Board on February 19, 2026, (subject to shareholder approval), and which would extend the expiration date of the Director Stock Plan to May 15, 2036. The Director Stock Plan is intended to help us attract and retain qualified persons to serve as nonemployee directors of the Company and to solidify the common interests of those directors and our shareholders in enhancing the value of our common stock. We believe that the Director Stock Plan is an important tool in attracting and maintaining qualified persons to serve on the Board and that it effectively aligns the interests of Board members with those of our shareholders. As of March 25, 2026, 1,874,764 shares of our common stock remained reserved for issuance to nonemployee directors under the Director Stock Plan. If our shareholders approve the First Amendment, the Director Stock Plan will remain in effect until May 15, 2036, unless it is terminated earlier by the Board. If our shareholders do not approve the First Amendment, the Director Stock Plan will expire on May 15, 2027. Description of Director Stock Plan as Amended by the First Amendment The following is a summary of the principal features of the Director Stock Plan, as amended by the First Amendment. This summary, however, does not purport to be a complete description of all the provisions of the Director Stock Plan. A copy of the First Amendment is attached to this Proxy Statement as Appendix A. Credit of Shares The Director Stock Plan provides that each nonemployee director of the Company will be credited a stock retainer on September 30 of each year in addition to any annual cash retainer paid to the director. Currently, we have six nonemployee directors on the Board. Nonemployee directors are members of the Board who are not full-time employees of the Company or any subsidiary. Under the Director Stock Plan, on September 30 of each year, each nonemployee director will be credited a number of shares of our common stock determined by dividing the annual retainer payable to the director for service on the Board for that year, by the average closing price of our common stock on the NYSE for the prior calendar year. The Director Stock Plan does not permit our nonemployee directors to receive awards under any other equity compensation plan of the Company or any affiliate while participating in the Director Stock Plan. Contributions to the Trust A minimum of 25% of the annual stock retainer under the Director Stock Plan will be contributed to a grantor trust established by the Company. Each nonemployee director may elect, prior to the first day of the applicable year, to have a greater percentage contributed to the grantor trust for that year. The remaining portion of the stock retainer will be transferred to the nonemployee director as soon as practicable after the applicable September 30. The trust shares will be held together with any dividends and distributions with respect thereto, until they are delivered in accordance with the terms of the Director Stock Plan. The assets of the trust will remain subject to the claims of our creditors. Nonemployee directors who join the Board after September 30 of any year will be credited with a pro rata grant of shares of our common stock when they join the Board. A minimum of 25% of their stock retainers for that year will be contributed to the trust. Each director may elect, within 30 days after becoming a participant in the Director Stock Plan, to have a greater percentage contributed to the grantor trust for that year. The remaining portion will be transferred to these directors as soon as practicable after they become members of the Board. Delivery of Trust Shares Under the Director Stock Plan, the shares of our common stock held in the trust will be delivered to the nonemployee director on (or beginning on) the earliest to occur of: (1) death; (2) disability; (3) retirement from the Board; (4) a cessation of the nonemployee director’s Board service for any other reason; (5) a change in control of the Company; or (6) a specified date elected by the director that is at least two years after the stock retainer is credited to the director. Subject to certain restrictions, nonemployee directors may elect delivery of their trust shares under the Director Stock Plan in annual installments over 5, 10 or 15 years if the delivery event is death, disability, or retirement. If the delivery event is normal cessation from Board service, a change in control of the Company or a specified date, all trust shares will be delivered in one lump sum. Upon delivery, a nonemployee director will receive the trust shares plus (1) any dividends and distributions that the nonemployee director would have received with respect to the trust shares if such shares had been delivered at the time they were credited, and (2) interest at a rate equal to our cost of funds on all such distributions from the date they would have been received through the date of delivery. Change in Control Under the Director Stock Plan, a change in control occurs if (1) a person or entity acquires 50% or more of either the fair market value of the outstanding common stock of the Company or the combined voting power of the outstanding voting securities entitled to vote in an election of directors (subject to certain exclusions); (2) a person or entity acquires 30% or more of the combined voting power of the Company during a 12-month period (subject to certain exclusions); (3) a majority of the incumbent directors are replaced during any 12-month period by directors whose appointment is not endorsed by a majority of the incumbent directors; or (4) a person acquires assets of the Company during a 12-month period that have a total gross fair market value of at least 40% of the gross fair market value of all of the assets of the Company (subject to certain exclusions). If an amount or benefit under the Director Stock Plan is considered “deferred compensation” under Internal Revenue Code Section 409A and would be affected by a change in control, the amount or benefit is subject to the change in control also constituting a “change in control event” under Internal Revenue Code Section 409A. Number of Authorized Shares The maximum number of shares of our common stock that may be issued under the Director Stock Plan is 3,000,000. In the event of any change in the common stock by reason of any stock dividend, split, split-up, split-off, spin-off, combination of shares, exchange of shares, an offering of warrants or rights to purchase common stock at a price below its fair market value, reclassification, recapitalization, reorganization, reincorporation, merger, consolidation or other change in capitalization, appropriate adjustment will be made by the Board in the number and kind of shares subject to the Director Stock Plan. Annual Director Compensation Limit Under the Director Stock Plan, the maximum value of stock retainers credited during any calendar year to any nonemployee director, taken together with any cash fees and the value of any awards granted pursuant to any other equity compensation plan of the Company or an affiliate, may not exceed (1) $900,000 for the Chair of the Board and (2) $675,000 for each nonemployee director other than the Chair of the Board. Administration

  212. Directors

    The Director Stock Plan is administered by the Board. The Board has the full power and authority to take all actions and make all determinations required or provided for under the Director Stock Plan and to take all other actions that the Board may deem necessary or appropriate for the administration of the plan. All actions by the Board under the Director Stock Plan is in the Board’s sole discretion and is final, binding, and conclusive. The Board may delegate its responsibilities and authority under the Director Stock Plan to the Compensation Committee or such other committee as it deems appropriate. Term, Amendment and Termination If the First Amendment is approved by our shareholders, the Director Stock Plan will remain in effect until May 15, 2036, unless it is terminated earlier by the Board. If the First Amendment is not so approved, the Director Stock Plan will expire May 15, 2027. The Board may from time to time amend or suspend the Director Stock Plan without further approval of our shareholders, unless the Board determines that shareholder approval is required. In addition, the Director Stock Plan may not be amended without shareholder approval to the extent such approval is otherwise required by law or agreement, or stock exchange rule. The Board may terminate the Director Stock Plan at any time subject to Internal Revenue Code Section 409A. No amendment or suspension of the Director Stock Plan may, without the consent of the affected director, materially impair the rights or obligations of the director. Federal Income Tax Consequences The following is a brief summary of the U.S. federal income tax consequences of the Director Stock Plan generally applicable to the Company and to participants in the plan who are subject to U.S. federal taxes. The summary is based on the Internal Revenue Code, applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect on the date of this Proxy Statement, and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local, or foreign tax laws. A nonemployee director generally will recognize taxable income upon the delivery of shares to the director under the Director Stock Plan. The amount of income generally will equal the fair market value of the shares delivered, measured on the date the nonemployee director recognizes the compensation income. Dividends and other distributions that are made with respect to plan awards prior to delivery of shares will also be taxed as compensation income to the nonemployee directors when received by them, as will any interest paid thereon. The Company, in computing its federal income tax, will generally be entitled to compensation deductions at the same times and in the same amounts as the nonemployee directors recognize taxable compensation income. For more information about the Director Stock Plan and payments made thereunder, please see “Independent Director Compensation for 2025” beginning on page 35. New Plan Benefits The following table shows the dollar values that the individuals and groups referred to below will receive in 2026 if the Director Stock Plan is approved by the Company’s shareholders at this Annual Meeting (based on the $125,000 annual retainer payable to nonemployee directors of the Company as of the Record Date, which annual retainer amount is subject to change). Executive officers, employee directors and employees of the Company are not eligible to participate in the Director Stock Plan.

  213. 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 2025 on page 72. |

  214. Security Ownership of Certain Beneficial Owners and Management

    | (3) “PSU” means performance-based equity, based on a three-year TSR. See PSUs on page 62 and Outstanding Equity Awards at Fiscal Year-End for 2025 table on page 72. |