Coeur Mining Inc

This proxy statement summary highlights information contained elsewhere in this proxy statement, which is first being sent or made available to stockholders on or about April 4, 2024. This is only a summary, and we encourage you to read the entire proxy statement carefully before voting.

Annual Meeting

Voting Matters

Our Business and Strategy

We are a precious metals producer with assets located in the United States, Canada and Mexico. Our common stock is listed on the New York Stock Exchange under the symbol “CDE”. Coeur’s strategy is to be America’s premier, growing provider of precious and critical minerals from a balanced, prospective asset base located in mining-friendly jurisdictions and underpinned by leading ESG and human capital practices. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles:

We conduct our business with a proactive focus on positively impacting the health, safety, and socioeconomic status of our people and the communities in which we operate as well as being responsible stewards of the environment.

2023 Performance Highlights

In 2023, we were once again a leader among peers in key safety performance metrics, delivered strong operating results and continued to navigate the impacts of inflation on our costs and profitability. We also completed construction of the expansion project at Rochester, which we expect will transform Rochester into a cornerstone asset through significant increases in production and cash flow over a long mine life estimated at 16 years based on 2023 year-end reserves. In addition, we achieved strong results from our expansion-focused exploration program in 2023, including significant increases in inferred resources and measured and indicated resources, and reserve growth at Kensington for the second consecutive year, reflecting the results of our multi-year enhanced development and drilling program at Kensington aimed at extending its mine life.

2023 Executive Compensation Highlights (p.51)

Compensation programs across the Company are designed to promote operational success and drive the creation of long-term value for our stockholders, taking into consideration the different roles of our employees.

The CD&A section provides a detailed discussion of the philosophy, structure and compensation paid to our NEOs for 2023, and describes our leading compensation practices, and the strong link between pay and Company performance. At our 2023 Annual Meeting, our stockholders again showed strong support for our executive compensation program with over 96% of the votes cast for the approval of our “say-on-pay” proposal.

In 2023, our CLD Committee continued to place a significant proportion of the compensation of our NEOs at risk in order to align pay with performance to a greater extent than our peers, as shown in the charts below.

The peer group reflected above is described in “Compensation Discussion and Analysis—2023 Peer Group” on page 60. Data is from public filings during fiscal year 2022. NEO (Average) excludes the CEO.

2023 corporate AIP results of 84% of target reflect above-target overall performance on key safety and environmental metrics and initiatives, gold and silver production that was slightly below target but in-line with public guidance, achievement of two of three key strategic initiatives included in the plan, and higher costs and lower adjusted EBITDA than planned. Our performance share program for the three-year period ended December 31, 2023 paid out at 63% of target, driven by exceeding our reserves and resources growth target and achieving key milestones for our Rochester and Silvertip projects, offset by delivering mine-level ROIC below threshold driving a zero payout on that measure, and a 25% reduction in overall payout due to relative TSR performance in the bottom quartile of our peers.

For the three-year period ended December 31, 2023, our CEO received payouts for performance-based and “at-risk” elements of our compensation program that were 38% lower than the target payout level. During this same period, our stock price decreased by 69%.

2023 Annual Incentive Plan Results(1)

2021-2023 LTIP Performance Share Results(1)

Ongoing Evolution of Executive Compensation Program

2023 Investor Outreach and Engagement Highlights (p.29)

Corporate Governance Highlights and Best Practices (p.10)

Director Nominees (p.14)

We believe our Board should possess a combination of skills, professional experience and diversity of viewpoints to effectively oversee our business. The graphic below provides an overview of the skills and qualifications of our slate of director nominees. More information about each individual director nominee’s skills, qualifications and demographic information can be found beginning on page 10.

Human Capital Management and Culture (p.34)

Coeur has long recognized that people and culture are key to achieving our strategic goals. We aim to promote safety first, proactively develop our people and foster a diverse and inclusive culture. Our leadership team regularly engages with employees to assess our culture through surveys, town halls that provide opportunities for employees to ask questions, and development programming, among other efforts. We also conduct robust succession planning at all levels of the organization.

Building on the results of our third biennial culture survey in 2023, we are focused on making improvements to address employee responses and seeking employee feedback on these efforts in 2024 and beyond.

Environmental, Social & Governance/ESG (p.30)

Coeur has established itself as an ESG leader among its peers. We continued to advance our ESG initiatives in 2023, including publishing our 2022 ESG Report, which included specific, objective goals to continue to improve our industry leading safety record, progress on scores and actions identified through our inclusion index, reduce the net intensity of our GHG emissions across the Company, adopt a biodiversity standard, enhance the effectiveness of our community relations processes and drive our ethics and compliance program. Our 2023 ESG Report, expected to be published in the second quarter of 2024 will discuss our progress on these goals and our other achievements and priorities. We are particularly proud to have achieved the following recent ESG accomplishments and awards: