Coeur Mining, Inc.
For the period ended May 13, 2025. Filed Apr 2, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2025 · Filed Apr 2, 2025
Contents
Proxy Statement Summary
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 2, 2025. This is only a summary, and we encourage you to read the entire Proxy Statement carefully before voting.
Annual Meeting
| Time and Date | 8:00 a.m. Central Time on Tuesday, May 13, 2025 |
| Place | Live via the internet at www.virtualshareholdermeeting.com/CDE2025 |
| Record Date | Wednesday, March 19, 2025 |
| Voting | Holders of common stock as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. |
| Attendance | You are entitled to attend the Annual Meeting only if you were a Coeur stockholder as of the close of business on the Record Date or hold a valid proxy for the Annual Meeting. |
Voting Matters
| Proposal · Coeur Board Voting Recommendation · Page Reference (for more detail) | |||
|---|---|---|---|
| 1 | Election of nine director nominees named in this Proxy Statement | FOR each nominee | 14 |
| 2 | Ratification of the appointment of Grant Thornton LLP as Coeur’s independent registered public accounting firm for 2025 | FOR | 46 |
| 3 | Approval of amendment to the Coeur Mining, Inc. 2018 Long-Term Incentive Plan to extend the term of the Plan and increase the number of shares of common stock reserved for issuance under the Plan by 19 million | FOR | 47 |
| 4 | Vote on an advisory resolution to approve named executive officer compensation | FOR | 86 |
We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes, up to a maximum donation of $10,000. Coeur is committed to recruiting, supporting and integrating veterans into our operations through our Coeur Heroes program, launched in 2018. Coeur Heroes provides past and present service members the opportunity to use the special skills they developed during their time of service to help make a difference at our operations.
| Coeur Mining 2025 Proxy Statement | 1 |
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Our Business and Strategy
We are a precious metals producer with assets located in the United States, Mexico and Canada. 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 corporate responsibility 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.
2024 Performance Highlights
In 2024, we once again delivered strong operating results, with a transition to positive free cash flow that led to significant debt reductions, and we remained a leader among peers in key safety performance metrics. Our Wharf gold mine in South Dakota delivered record results, we completed the ramp up of the recently expanded Rochester operation, and we announced our acquisition of SilverCrest Metals Inc., which was completed in February 2025. Our 2024 exploration program achieved strong results, including delivering significant increases in gold reserves at Kensington and in inferred resources at Wharf and Palmarejo, reflecting the results of our multi-year enhanced development and drilling program.
2024 Executive Compensation Highlights (p.60)
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 contributions made by employees in various roles.
The CD&A section provides a detailed discussion of the philosophy, structure and compensation paid to our NEOs for 2024, and describes our leading compensation practices, and the strong link between pay and Company performance. At our 2024 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.
| 2 | Coeur Mining 2025 Proxy Statement |
In 2024, 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—2024 Peer Group” on page 68. Data is from public filings during fiscal year 2023. NEO (Average) excludes the CEO.
2024 corporate AIP results of 99% of target reflect strong performance on gold production and cost control, continued industry-leading environmental, health and safety performance, and achievement of certain key strategic initiatives including the acquisition of SilverCrest, silver production and costs that did not meet target but were in-line with public guidance, and lower adjusted EBITDA than planned. Our performance share program for the three-year period ended December 31, 2024 paid out at 57% of target, driven by above-target growth in reserves and resources and outperformance on our goal to reduce the Company’s greenhouse gas net intensity by 35%, offset by mine-level return on invested capital and silver equivalent production from Rochester’s new Stage VI leach pad both below threshold.
2024 Annual Incentive Plan Results(1)
| Metric | Weight | Result | Weighted Payout |
|---|---|---|---|
| Gold Production | 15% | ~100% | 15.8% |
| Silver Production | 5% | 93% | 0.0% |
| Gold CAS | 15% | 95% | 27.0% |
| Silver CAS | 5% | 103% | 3.8% |
| Adjusted EBITDA | 20% | 94% | 12.3% |
| Strategic Initiatives | 20% | 83% | 8.8% |
| EHS Scorecard | 20% | 110% | 21.3% |
| SilverCrest Acquisition Initiative | 0% | 100% | 10.0% |
| Total Payout | 99%(3) | ||
2022-2024 LTIP Performance Share Results(1)
| Metric | Weight(2) | Result | Weighted Payout(3) |
|---|---|---|---|
| ROIC | 30% | 0% | 0% |
| Reserves & Resources Growth | 30% | 114% | 34% |
| GHG Net Intensity Reduction | 20% | 114% | 23% |
| Rochester Stage VI Silver Equivalent Production | 20% | 0% | 0% |
| Primary Measures Result | 100% | 57% | |
| Relative TSR Modifier · N/A | |||
| Total Payout | 57% | ||
| (1) | For details about the calculation of 2024 AIP and 2022-2024 LTIP performance shares results, see “2024 Executive Compensation Results” beginning on page 71. |
| (2) | Weighting is calculated as a percentage of the total 2022 performance share grant target value. For details about the calculation of the payout for the 2022 performance share awards, see “Payouts for 2022-2024 Performance Shares” on page 78. |
| (3) | By convention, the actual weighted payout is rounded to the nearest whole number. |
| Coeur Mining 2025 Proxy Statement | 3 |
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Ongoing Evolution of Executive Compensation Program
2024 Investor Outreach and Engagement Highlights (p.31)
| 4 | Coeur Mining 2025 Proxy Statement |
| What We Heard from Stockholders | What We Did |
| Advance Company priorities, initiatives and disclosures | ► Published our 2023 ESG Report in April 2024 including mapping to TCFD, SASB and GRI, enhanced disclosures on water, emissions and other key topics, and reporting on progress against specific, objective goals ► Completed six site-level projects to reduce energy and emissions, and successfully negotiated a significant increase in green power supply to our Rochester mine in Nevada ► 20% of AIP focused on safety and environmental metrics and initiatives ► Further Board refreshment with the additions of two new directors – Pierre Beaudoin and N. Eric Fier – with highly relevant skills, backgrounds and experiences ► Adopted and rolled out a biodiversity standard and formally adopted the Global Industry Standard on Tailings Management |
| Link executive compensation program to drive long-term stockholder value | ► Maintained core measures of our performance share program as key drivers of stockholder value, with metrics tied to growth in mineral resources and ROIC; retained relative TSR as a modifier |
| Emphasize culture and human capital management | ► Completed internal culture survey, which once again showed strong results; developed plans to address areas of opportunity for improvement based on survey results |
| Include directors in stockholder engagement calls | ► Our independent directors, including the chairs of our Board committees, are made available to engage directly with stockholders as part of our annual stockholder outreach program |
| Coeur Mining 2025 Proxy Statement | 5 |
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Corporate Governance Highlights and Best Practices (p.10)
| 6 | Coeur Mining 2025 Proxy Statement |
Director Nominees (p.14)
| Name and Principal Occupation | Age | Director Since | Independent | Other Public Company Boards | Committee Memberships |
|---|---|---|---|---|---|
| Linda L. Adamany Independent Lead Director, Jefferies Financial Group Inc.; Director, Vitesse Energy, Inc. and BlackRock Institutional Trust Company | 73 | 2013 | ⬤ | 2 | Audit – Chair CLD ExecNCG |
| Pierre Beaudoin Chairman, Radisson Mining Resources, Inc.; Former Director and Chief Operating Officer, SilverCrest Metals Inc. | 61 | 2025 | ⬤ | 1 | EHSCR F&T |
| Paramita Das Chief Strategy Officer and Senior Advisor, Stardust Power Inc.; Director, Genco Shipping & Trading Ltd. and Toromont Industries, Ltd. | 48 | 2023 | ⬤ | 2 | Audit EHSCR NCG |
| N. Eric Fier Executive Chairman, Mako Mining Corp.; Former Founder, Director and CEO, SilverCrest Metals Inc. | 63 | 2025 | ⬤ | 1 | Audit F&T |
| Jeane L. Hull Director, Epiroc AB, Hudbay Minerals, and Wheaton Precious Metals Corporation | 70 | 2022 | ⬤ | 3 | EHSCR – Chair CLD F&T |
| Mitchell J. Krebs Chairman, President & CEO of Coeur Mining, Inc. | 53 | 2011 | 0 | Exec – Chair | |
| Eduardo Luna Non-Executive Chairman of the Board of Rochester Resources Ltd.; Director, Vizsla Silver Corp. | 79 | 2018 | ⬤ | 2 | Audit EHSCR F&T |
| Robert E. Mellor Chairman of the Board of Monro, Inc. | 81 | 1998 | ⬤ | 1 | NCG – Chair CLD Exec |
| J. Kenneth Thompson Lead Independent Director of Coeur Mining, Inc.; President and CEO of Pacific Star Energy LLC; Director of Alaska Air Group, Inc.* | 73 | 2002 | ⬤ | 1 | CLD – Chair F&T – Chair Exec NCG |
| * | Mr. Thompson plans to retire from his directorship with Alaska Air Group, Inc. in May 2025 following Alaska Air Group, Inc.’s annual shareholder meeting. |
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| Coeur Mining 2025 Proxy Statement | 7 |
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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 and qualifications can be found beginning on page 10.
Human Capital Management and Culture (p.36)
Coeur has long recognized that people and culture are key to achieving our strategic goals. We aim to promote safety first and proactively develop our people while fostering a healthy 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 have focused on making improvements to address employee responses. We anticipate conducting another culture survey in 2025 to gather additional employee feedback.
| 8 | Coeur Mining 2025 Proxy Statement |
Corporate Responsibility (p.32)
Our corporate responsibility strategy and priorities are rooted in long-term value creation and risk management. We continued to advance our corporate responsibility initiatives in 2024, including the publication of our 2023 ESG Report, which outlined specific, objective goals to continue to maintain and improve our industry leading safety record, make further progress on implementing actions identified through our inclusion index and culture survey, reduce the net intensity of our GHG emissions across the Company, support our biodiversity standard by piloting a nature-related risk workshop, enhance the effectiveness of our community relations processes and continue to reinforce our ethics and compliance program. Our next report on corporate responsibility matters, expected to be published in the second quarter of 2025, will discuss our progress on these goals and our other achievements and priorities. We are particularly proud to have achieved the following recent accomplishments and awards:
| (1) | For more information on MSCI ESG Ratings, please visit https://www.msci.com/notice-and-disclaimer. |
| (2) | Source(s): U.S. Department of Labor Mine Safety and Health Administration (MSHA): Metal Operators Mine Safety and Health Statistics. |
| Coeur Mining 2025 Proxy Statement | 9 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.