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Preliminary Proxy Statements
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Coeur Mining, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Mitchell J. Krebs
President & Chief Executive Officer |
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Date:
Tuesday, May 12, 2020 Time: 9:30 a.m. local time Place: 104 S. Michigan Avenue Second Floor Auditorium Chicago, Illinois 60603 Record Date: March 16, 2020 |
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Agenda:
1. Elect the ten director nominees named in the Proxy Statement 2. Ratify the appointment of our independent registered public accounting firm for 2020 3. Vote on an advisory resolution to approve executive compensation 4. Transact such other business as properly may come before the Annual Meeting Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Annual Meeting or any adjournments or postponements thereof. |
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Online at www.proxyvote.com
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Call toll-free from the United States,
U.S. territories and Canada via 1-800-690-6903 |
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Mail your signed proxy or voting
instruction form |
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Attend the Annual Meeting in person
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By order of the Board of Directors,
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Coeur will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes.
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CASEY M. NAULT,
Senior Vice President, General Counsel and Secretary Coeur Mining, Inc. March 30, 2020 |
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ENHANCED
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ENHANCED
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ENHANCED
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ENHANCED
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NEW
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ENHANCED
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Adjusted EBITDA(1)
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Earnings before interest, taxes, depreciation and amortization, adjusted to exclude items that may not be indicative of, or are unrelated to our core operating results
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AgEqOz
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Silver equivalent ounce. Silver-to-lead and silver-to-zinc equivalence incorporated into calculations under the 2019 AIP are calculated based on average spot prices for the year ended December 31, 2019.
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AIP
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Annual Incentive Plan
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Annual Meeting
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2020 Annual Stockholders’ Meeting to be held May 12, 2020
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Audit or Audit Committee
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Audit Committee of the Board
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Board
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Coeur’s Board of Directors
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CAS
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Costs applicable to sales
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CD&A
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Compensation, Discussion and Analysis
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CLDC or CLD Committee
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Compensation and Leadership Development Committee of the Board
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Code
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Code of Business Conduct and Ethics
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Coeur or the Company
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Coeur Mining, Inc.
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EHSCR or EHSCR Committee
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Environmental, Health, Safety and Corporate Responsibility Committee of the Board
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ESG
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Environmental, social and governance
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Exec
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Executive Committee of the Board
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FCF(1)
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Free cash flow
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LTIP
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Coeur’s Long-Term Incentive Plan
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NCGC or NCG Committee
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Nominating and Corporate Governance Committee of the Board
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NEOs
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Named Executive Officers
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OCF
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Operating cash flow
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PCAOB
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Public Company Accounting Oversight Board
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PSUs
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Performance share units issued under the LTIP
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Record Date
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March 16, 2020
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ROIC
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Return on invested capital
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RS
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Restricted shares issued under the LTIP
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SEC
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Securities and Exchange Commission
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Semler Brossy
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Semler Brossy Consulting Group LLC
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Total Debt
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Total Company debt, which includes capital leases, net of debt issuance costs and premium received
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TSR
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Total stockholder return
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YOY
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Year-over-year
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(1)
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Please see “Appendix A—Certain Additional Information” for more information about non-GAAP measures used in this Proxy Statement and reconciliations of these measures to U.S. GAAP
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Time and Date
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9:30 a.m. local time on Tuesday May 12, 2020
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Place
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104 S. Michigan Avenue, 2nd Floor Auditorium, Chicago, Illinois 60603
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Record Date
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Monday, March 16, 2020
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Voting
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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.
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Entry
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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.
You should be prepared to present valid photo identification for admittance. If you do not provide photo identification, you will not be admitted to the Annual Meeting. Please let us know if you plan to attend the Annual Meeting by marking the appropriate box on the enclosed proxy card if you requested to receive printed proxy materials, or, if you vote by telephone or over the internet, by indicating your plans when prompted. |
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Proposal
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Coeur Board Voting
Recommendation |
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Page Reference
(for more detail) |
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1
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Election of ten directors named in this Proxy Statement
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FOR each nominee
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2
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Ratification of the appointment of Grant Thornton LLP as
Coeur’s independent registered public accounting firm for 2020 |
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FOR
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Vote on an advisory resolution to approve executive compensation
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FOR
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We will make a charitable contribution of $1 to Hire Heroes USA for every stockholder account that votes. Coeur is committed to recruiting, supporting and integrating veterans into our operations through our Coeur Heroes program, launched in 2018. Coeur Heroes allows past and present service members to use the special skills they developed during their time of service to help make a difference at our operations.
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93%
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92%
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91%
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90%
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OF COEUR
EMPLOYEES FEEL SAFE PERFORMING THEIR JOBS |
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OF COEUR
EMPLOYEES FEEL COMFORTABLE REPORTING UNSAFE CONDITIONS OR PRACTICES |
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OF COEUR
EMPLOYEES BELIEVE COEUR IS COMMITTED TO MINIMIZING ITS ENVIRONMENTAL IMPACT |
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OF COEUR
EMPLOYEES ARE PROUD TO WORK AT COEUR |
Revenue
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Operating Cash Flow
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$711.5M
Increase of 14% YOY |
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$91.9M
Increase of 357% YOY(1) |
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Safety
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Reduction of Total Debt
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11%
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36%
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YOY reduction in Total Reportable Injury Frequency Rate
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YOY reduction from $458.8M to $295.5M
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Gold Production
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Silver Production
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359,418 ounces
Strong gold production, in line with guidance |
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11.7M ounces
9% lower YOY due to lower-than-expected production from Silvertip & Rochester |
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Gold Measured & Indicated
Mineralized Material |
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Silver Measured & Indicated
Mineralized Material |
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8%
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7%
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(1)
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From continuing operations.
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Select 2019 CEO Compensation Results(1)
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Target
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Payout(2)
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Payout as % of Target
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AIP
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$843,750
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$565,313
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67%
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LTIP – PSUs for 2017-2019 Performance Period
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$1,215,000
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$241,786
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20%
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Metric
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Weight
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Result
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Payout
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Silver Equivalent Production(3)
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10%
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0%
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0%
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Gold Production
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15%
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93%
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14%
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Silver Equivalent CAS(3)
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15%
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0%
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0%
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Gold CAS
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15%
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90%
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14%
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Adjusted EBITDA
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30%
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53%
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16%
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Safety and Environmental
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15%
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157%
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24%
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Weighted Average Payout
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67%
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Metric
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Weight(4)
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Payout
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Operating Cash Flow/share
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25%
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0%
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Reserves & Mineralized
Material/share |
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25%
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113%
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3-Year Relative TSR
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50%
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0%
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Weighted Average Payout
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28%
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(1)
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For details about the calculation of 2019 AIP and 2017-2019 LTIP performance shares results, see “2019 Executive Compensation Results” beginning on page 49.
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(2)
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LTIP payout valued using Company share price as of December 31, 2019.
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(3)
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Silver equivalent production and silver equivalent CAS include zinc and lead as silver equivalents. See “2019 Company AIP Performance Measures and Weights” in the CD&A for more information.
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(4)
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Weighting is calculated as a percentage of the total 2017 performance share grant. The 2017 performance share grant constituted 60% of the total 2017 LTIP aware opportunity, with the other 40% granted as three-year time-vesting restricted shares. For details about the calculation of the payout for the 2017 performance share awards, see “Payouts for 2017-2019 Performance Shares”.
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EFFECTIVE BOARD
LEADERSHIP |
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PROXY
ACCESS |
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3
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50%
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INDEPENDENT
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90%
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COUNSELING
AND STRATEGIC RISK OVERSIGHT |
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PROACTIVELY
ADOPTED IN 2019 |
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NEW
DIRECTORS SINCE Q1 2018 |
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DIRECTOR
NOMINEES ARE DIVERSE |
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BOARD
CHAIRMAN |
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INDEPENDENT
DIRECTORS |
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Name
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Age
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Audit
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CLDC
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NCGC
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EHSCR
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Exec
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Independent
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Other Public
Company Boards |
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Robert E. Mellor (Chairman)
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76
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•
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(C)
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(C)
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•
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1
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Linda L. Adamany
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68
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(C)(F)
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•
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•
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2
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Sebastian Edwards
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66
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•
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0
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Randolph E. Gress
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64
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(F)
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•
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•
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•
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0
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Mitchell J. Krebs
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48
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•
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1
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Eduardo Luna
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74
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•
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•
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•
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2
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Jessica L. McDonald
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51
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•
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•
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2
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John H. Robinson
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69
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(C)
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•
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•
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•
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0
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Brian E. Sandoval
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56
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•
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•
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0
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J. Kenneth Thompson
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68
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•
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(C)
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•
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•
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3
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(C)
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Denotes the Chair of each committee
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(F)
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Denotes Audit Committee financial expert
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INNOVATION
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DISCLOSURE
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CORPORATE GOVERNANCE
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11
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VERDANTIX ENVIRONMENT, HEALTH & SAFETY INNOVATION
AWARD IN METALS, MINING & NATURAL RESOURCES CATEGORY |
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CORPORATE SECRETARY MAGAZINE AWARD FOR BEST SMALL-
CAP PROXY STATEMENT |
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ISS QUALITYSCORE
OF “1” FOR CORPORATE GOVERNANCE — THE HIGHEST POSSIBLE SCORE |
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CONSECUTIVE YEARS PALMAREJO HAS RECEIVED THE SOCIALLY
RESPONSIBLE BUSINESS AWARD FROM THE MEXICAN CENTER FOR PHILANTHROPY |
OUTREACH
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11
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92
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2
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4
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TO ALL
INVESTORS HOLDING 0.15% OR MORE OUTSTANDING COEUR STOCK |
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INVESTOR PRESENTATIONS
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ONE-ON-ONE
AND GROUP MEETINGS WITH INVESTORS |
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SITE TOURS FOR INVESTORS AND ANALYSTS
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CONFERENCE CALLS WITH INVESTORS AND ANALYSTS WITH Q&A
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What We Heard from Stockholders
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What We Did
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Increase focus on ESG, including
in our executive compensation program |
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► Components of the AIP tied to safety and environmental performance
increased from 15% to 20% for the 2020 AIP ► Increased focus on incorporating ESG factors, including climate change concerns, into the Company’s long-term business strategy and disclosures |
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Refresh Board and increase diversity
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► Added three new directors since 2018, all of whom are diverse and
add jurisdictional expertise relevant to our operations – British Columbia, Mexico and Nevada |
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Increase proportion of executive compensation program linked to driving long-term stockholder value
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► Made 100% of the core measures of our performance shareprogram
drivers of stockholder value, and retained relative TSR as a modifier |
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Adopt “proxy access” to enhance stockholder rights
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► Adopted proxy access, allowing stockholders who have satisfied
specified requirements included in our Bylaws to include director nominees in the Company’s proxy statement and form of proxy |
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Expand scope of “clawback” policy to cover misconduct
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► Amended our “clawback” policy to allow the Board to recover incentive
compensation in the event of executive misconduct in addition to financial restatements |
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Include directors in stockholder
engagement calls |
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► Our independent directors, including our Chairman and the Chairs of
our Board committees, are made available to engage directly with stockholders as part of our annual stockholder outreach program |
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►
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Independent Board chairman and all directors are independent other than the Chief Executive Officer (“Chief Executive Officer” or “CEO”)
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►
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Clawback and forfeiture policy covering both financial restatements and misconduct
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►
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The Board and Board committees take an active role in the Company’s risk oversight and risk management processes
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►
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Proactive ongoing stockholder outreach on governance, executive compensation and other matters, including participation by independent directors
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►
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Focus on Board refreshment – three new directors since Q1 2018
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►
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Chairman’s one-on-one meetings with each director promote candor, effectiveness and accountability
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►
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Strong mix of directors with complementary skills; average tenure of approximately 10 years
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►
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Majority voting in uncontested director elections with a resignation policy
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►
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Annual evaluations promote Board and Board committee effectiveness
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►
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All directors are elected annually for one-year terms
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►
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Proxy access allows stockholders who have satisfied requirements specified in our Bylaws to include director nominees in the Company’s proxy statement and form of proxy
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►
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Stockholders owning 20% or more of Coeur’s common stock have the right to call a special meeting of the stockholders
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►
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No related person transactions with directors or executive officers
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►
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Coeur does not have a poison pill or similar anti-takeover defenses in place
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►
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50% of director nominees are diverse (gender or ethnic), contributing to a variety of viewpoints
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►
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Board actively partners with and provides advice to the management team in setting strategy and in crisis management preparation and response efforts and oversees enterprise risk
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Current and Former Chief Executive
Directors with experience in significant leadership positions possess strong abilities to motivate and develop people and understand the complexities and challenges of managing a large organization |
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Project Development/Management
The mining business is project intensive. Coeur benefits by having directors who have experience through the entire lifecycle of acquiring, developing and managing large and complex projects |
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Environmental, Social and
Governance / Health and Safety Operating safely and protecting the environments and communities in which we operate is our highest priority and critical to the success of our business |
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Government Affairs, Regulatory and Legal
We operate in a heavily regulated industry that is directly affected by governmental actions and legal requirements at the local, state and federal levels in the United States, Mexico and Canada |
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Strategy Development and Execution
Directors with experience Driving strategic direction and growth through mergers, acquisitions, joint ventures and other strategic initiatives, and overseeing commitment of resources, risk management and execution provide critical insights in evaluating strategic plans and opportunities |
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Capital Markets Transactions
Analysis and understanding of proposed capital markets transactions, including risks and the impact to our existing capital structure is critical to oversight of strategy execution and project management |
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Extractive or Cyclical Industry
The mining sector, particularly precious metals mining, is cyclical, and stockholders and management benefit from the perspectives and experience of directors who have lead firms through several full business cycles |
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U.S. Public Company Board Service
As a U.S.-based and NYSE-listed company, Directors who have experience serving on other U.S. public company boards generally are well-prepared to fulfill the Board’s responsibilities of overseeing and providing insight and guidance to management in the context of U.S. public company regulation and governance structures |
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Finance/Accounting
We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls |
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Technology/Cyber Security
Important in providing perspectives on innovation and overseeing the physical and cyber threats against the security of our operations, assets and systems |
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Human Capital Management
Oversight of the recruitment, retention and development of key talent is critical for execution of Company strategies and initiatives |
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Culture
A strong culture is the foundation for effective risk management, attracting, retaining and developing top talent, transparency and accountability, and strategy development and execution. |
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Geographic
Experience in the jurisdictions in which we operate helps us navigate unique jurisdictional challenges, including culture and the legal and regulatory environment |
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Threshold stock ownership requirement
|
| |
|
| |
►
|
| |
3% of issued and outstanding common stock held for at least three years
|
|
|
|
| |
Maximum size of stockholder group that
may aggregate share ownership |
| |
|
| |
►
|
| |
20 stockholders
|
|
|
|
| |
Number of director nominees that may
be nominated |
| |
|
| |
►
|
| |
Greater of two nominees or 20% of
Board seats |
|
|
|
| |
Other requirements
|
| |
|
| |
►
|
| |
Continuous ownership of shares through annual meeting
|
|
|
|
| |
►
|
| |
Compliance with other requirements set
out in Company Bylaws |
|
►
|
Key Attributes and Responsibilities – In addition to having a Board comprised of directors who collectively possess the diverse set of skills described on pages 11-17, directors should actively represent the interests of stockholders; assess and advise management regarding major risks facing the Company; ensure processes are in place for maintaining the integrity of the Company, its financial statements, its data and systems, its compliance with laws and ethics, its relationships with third parties, and its relationships with other stakeholders; and select, evaluate, retain and compensate a well-qualified CEO and senior management team, oversee succession planning and commit to fostering an environment of diversity and inclusion at the Company.
|
►
|
Independence – Considering whether the interests or affiliations of a director are not in compliance with applicable laws or stock exchange requirements or could compromise the independence and integrity of an independent director’s service on behalf of stockholders, including the director’s relationships with the Company that would interfere with the director’s exercise of independent judgment.
|
►
|
Commitment and Performance – Willingness and ability to devote the time necessary to serve as an effective director.
|
|
Proposal No. 1: Election of Directors
|
| |
The Board of Directors
recommends a vote FOR each nominee listed in “Director Nominees” Below |
|
►
|
The election of ten directors to hold office until the 2021 Annual Stockholders’ Meeting and until their successors have been elected and qualified. All nominees are currently Coeur directors, and each of them was elected by stockholders at the 2019 Annual Meeting.
|
►
|
Properly executed proxies will be voted at the Annual Meeting FOR the election of each of the ten persons named below unless marked AGAINST or ABSTAIN.
|
|
Robert E. Mellor
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 76 Director Since: 1998 |
| |
Experience:
|
| ||||||
|
►
|
| |
Former Chairman, Chief Executive Officer and President of Building Materials Holding Corporation (distribution, manufacturing and sales of building materials and component products) from 1997 to January 2010, director from 1991 to January 2010
|
| ||||||
|
►
|
| |
Chairman of the Board of Directors of Monro Muffler/Brake, Inc., an auto service provider, since August 2010, serving as independent Chairman of the Board of Directors since June 2017 and as lead independent director from April 2011 to June 2017
|
| ||||||
|
►
|
| |
Member of the Board of Directors of CalAtlantic Group, Inc., a national residential home builder, from October 2015 to February 2018, when CalAtlantic was acquired by Lennar Corporation; member of the Board of Directors of The Ryland Group (national home builder, merged with another builder to form CalAtlantic) from 1999 to October 2015
|
| ||||||
|
►
|
| |
Former member of the Board of Directors of Stock Building Supply Holdings, Inc., a lumber and building materials distributor, from March 2010 until December 2015 when it merged with another company
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Earned a Bachelor of Arts degree in Economics from Westminster College (Missouri)
|
| ||||||
|
►
|
| |
Earned a Juris Doctor degree from Southern Methodist University School of Law
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
As the former Chairman and Chief Executive Officer of Building Materials Holding Corporation, Mr. Mellor brings to the Board leadership, risk management, cyclical industry, talent management, operations, capital markets, mergers & acquisitions and strategic planning experience.
|
| ||||||
|
►
|
| |
Mr. Mellor also brings to the Board public company board experience through his service on the board of Monro Muffler/Brake, Inc., and former service with CalAtlantic Group, Inc., The Ryland Group, Inc. and Stock Building Supply Holdings, Inc.
|
|
|
Linda L. Adamany
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 68 Director Since: 2013 |
| |
Experience:
|
| ||||||
|
►
|
| |
Served at BP plc, a multinational oil and gas company, in several capacities from July 1980 until her retirement in August 2007, most recently from April 2005 to August 2007 as a member of the five-person Refining & Marketing Executive Committee responsible for overseeing the day-to-day operations and human resource management of BP plc’s Refining & Marketing segment, a $45 billion business at the time
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Jefferies Financial Group Inc. (formerly known as Leucadia National Corporation), a diversified holding company engaged in a variety of businesses, since March 2014, and a member of the Board of Directors of Jefferies Group Inc., a wholly-owned subsidiary of Jefferies Financial Group Inc., since November 2018
|
| ||||||
|
►
|
| |
Non-executive director of BlackRock Institutional Trust Company since March 2018
|
| ||||||
|
►
|
| |
Non-executive director of Wood plc, a company that provides project, engineering and technical services to energy and industrial markets, from October 2017 to May 2019.
|
| ||||||
|
►
|
| |
Non-executive director of Amec Foster Wheeler plc, an engineering, project management and consultancy company, from October 2012 until October 2017, when Amec Foster Wheeler was acquired by Wood Group plc
|
| ||||||
|
►
|
| |
Former member of the Board of Directors of National Grid plc, an electricity and gas generation, transmission and distribution company, from November 2006 to November 2012
|
| ||||||
|
►
|
| |
Ms. Adamany was selected as one of Women Inc. Magazine’s 2018 Most Influential Corporate Directors
|
| ||||||
|
►
|
| |
Ms. Adamany is a Certified Public Accountant
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Holds a degree in Accounting from John Carroll University (Magna Cum Laude)
|
| ||||||
|
►
|
| |
Completed executive education studies at Harvard University, University of Cambridge, and Tsing Hua University (China)
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
Ms. Adamany brings to the Board leadership, financial and accounting expertise, strategic planning experience, and experience in the extractive resources industry and with cyclical businesses through her positions with BP plc and project management experience as director of Wood plc and Amec Foster Wheeler plc
|
|
|
Sebastian Edwards
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 66 Director Since: 2007 |
| |
Experience:
|
| ||||||
|
►
|
| |
Henry Ford II Professor of International Business Economics at the Anderson Graduate School of Management at the University of California, Los Angeles (UCLA) from 1996 to present
|
| ||||||
|
►
|
| |
Co-Director of the National Bureau of Economic Research’s Africa Project from 2009 to present
|
| ||||||
|
►
|
| |
Chief Economist for Latin America at the World Bank Group from 1993 to 1996
|
| ||||||
|
►
|
| |
Taught at IAE Universidad Austral in Argentina and at the Kiel Institute from 2000 to 2004
|
| ||||||
|
►
|
| |
Member of the Board of Moneda Asset Management, an investment management firm in Chile
|
| ||||||
|
►
|
| |
Member of the Board, Centro de Estudios Publicos, Chile
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Earned an Ingeniero Comercial degree and became a Licenciado en Economia at the Universidad Católica de Chile
|
| ||||||
|
►
|
| |
Earned an MA and PhD in economics from the University of Chicago
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
As a professor of International Business, as well as through various positions relating to Latin American economies, Mr. Edwards brings to the Board international, government, economic and financial experience, all of which are beneficial to the Board, which operates in an industry that is subject to macro-economic trends and events
|
|
|
Randolph E. Gress
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 64 Director Since: 2013 |
| |
Experience:
|
| ||||||
|
►
|
| |
Retired Chairman, from November 2006 until January 2016, and former director, from August 2004 until January 2016, and Chief Executive Officer, from 2004 until December 2015, of Innophos Holdings, Inc., a leading international producer of performance-critical and nutritional specialty ingredients for the food, beverage, dietary supplements, pharmaceutical and industrial end markets
|
| ||||||
|
►
|
| |
Various positions with Rhodia SA, a group that specializes in fine chemistry, synthetic fibers and polymers, from 1997 to 2004, including Global President of Specialty Phosphates and Vice President and General Manager of the North American Sulfuric Acid and Regeneration businesses
|
| ||||||
|
►
|
| |
Various roles at FMC Corporation, from 1982 to 1997, including Corporate Strategy and various manufacturing, marketing and supply chain positions
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Earned a B.S.E. in Chemical Engineering from Princeton University
|
| ||||||
|
►
|
| |
Earned an M.B.A. from Harvard University
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
Mr. Gress is a seasoned industrial executive with a wide range of international, mergers & acquisitions, capital markets, operations, strategic planning, financial/accounting, government/regulatory and legal experience as well as mining experience (phosphates)
|
|
|
Mitchell J. Krebs
|
| |||||||||
|
|
| |
|
| |
|
| |
|
|
|
Age: 48 Director Since: 2011 |
| |
Experience:
|
| ||||||
|
►
|
| |
President and Chief Executive Officer of Coeur Mining, Inc., since 2011. Mr. Krebs joined Coeur in 1995 after spending several years in the investment banking industry in New York. Mr. Krebs held various positions in the corporate development department, including Senior Vice President of Corporate Development. In March 2008, Mr. Krebs was named Chief Financial Officer, a position he held until being appointed President and CEO
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Kansas City Southern Railway Company since May 2017 (Audit Committee; Finance Committee)
|
| ||||||
|
►
|
| |
Member of the Board of the National Mining Association (Executive Committee; Chairman of Audit and Finance Committee)
|
| ||||||
|
►
|
| |
Executive Committee member and past President of The Silver Institute
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Holds a B.S. in Economics from the Wharton School at the University of Pennsylvania
|
| ||||||
|
►
|
| |
Holds an M.B.A. from Harvard University
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
Mr. Krebs brings leadership, industry, capital markets, mergers & acquisitions, and strategic planning experience, as well as his in-depth knowledge of Coeur through the high-level management positions he has held with Coeur over the years
|
|
|
Eduardo Luna
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 74 Director Since: 2018 |
| |
Experience:
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Wheaton Precious Metals Corp., a precious metals streaming company, since 2004, Chairman of the Board of Directors, from 2004 to 2009, interim Chief Executive Officer, from October 2004 to April 2006, and Executive Vice President from 2002 to 2005
|
| ||||||
|
►
|
| |
Chairman of the Board of Directors of Rochester Resources Ltd., a junior natural resources company with assets in Mexico
|
| ||||||
|
►
|
| |
Member of the Board of Directors of DynaResource, Inc., an exploration stage precious metals company, and special advisor to the president of its wholly-owned Mexican subsidiary, from March 2017 to July 2019.
|
| ||||||
|
►
|
| |
Chairman of the Advisory Board of the Faculty of Mines at the University of Guanajuato
|
| ||||||
|
►
|
| |
Director of Minas de Bacís, a private mining company with operations in Mexico, since 2018.
|
| ||||||
|
►
|
| |
Director of Avantti Medi Clear, a private company, since 2010
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Primero Mining Corp., a precious metals mining company, from 2008 to 2016, also holding several senior management roles during that period, including Executive Vice President and President (Mexico), and President and Chief Operating Officer
|
| ||||||
|
►
|
| |
Executive Vice President of Goldcorp Inc., from March 2005 to September 2007
|
| ||||||
|
►
|
| |
President of Luismin, S.A. de C.V., from 1991 to 2007
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Earned a Bachelor in Science in Mining Engineering from Universidad de Guanajuato
|
| ||||||
|
►
|
| |
Earned a M.B.A. from Instituto Tecnologico de Estudios Superiores de Monterrey
|
| ||||||
|
►
|
| |
Earned an Advanced Management Degree from Harvard University
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
Mr. Luna brings extensive mining industry, executive leadership, public company board, project development/management and cyclical business experience through his roles with Luisman, Goldcorp, Primero and Wheaton, among others, as well as experience with Mexican government relations and regulatory matters, which is particularly valuable given the significance to Coeur of the Palmarejo complex
|
|
|
Jessica L. McDonald
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 51 Director Since: 2018 |
| |
Experience:
|
| ||||||
|
►
|
| |
Chair of Board of Directors of Canada Post Corporation, the national postal service of Canada, since December 2017, and interim President and Chief Executive Officer from April 2018 to March 2019
|
| ||||||
|
►
|
| |
Chair of the Board of Directors of Trevali Mining Corporation, a Canadian zinc-focused base metals mining company, since March 2019, and member of the Board of Directors since October 2017
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Hydro One Limited, an electricity transmission and distribution utility serving the Canadian province of Ontario, since August 2018
|
| ||||||
|
►
|
| |
President and Chief Executive Officer from 2014 to 2017 of the British Columbia Hydro and Power Authority, a provincial Crown Corporation that operates generation, transmission and distribution infrastructure to deliver electricity to four million customers in British Columbia, Canada, and which generated total revenues of $5.87 billion in 2017
|
| ||||||
|
►
|
| |
Member of the Board of Directors of the Greater Vancouver Board of Trade since 2016
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Insurance Corporation of British Columbia from 2014 to 2016
|
| ||||||
|
►
|
| |
Chair of the Board of Directors of Powertech Labs, one of the largest testing and research laboratories in North America, from 2014 to 2017
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Powerex Corp., a key participant in energy trading markets in North America from 2014 to 2017
|
| ||||||
|
►
|
| |
Executive Vice President of Heenan Blaikie Management Ltd. from 2010 to 2013
|
| ||||||
|
►
|
| |
Various positions in the British Columbia, Canada, government, including as Deputy Minister to the Premier, Cabinet Secretary and Head of the British Columbia Public Service from 2005 to 2009
|
| ||||||
|
►
|
| |
Named to Canada’s Top 100 Most Powerful Women Hall of Fame
|
| ||||||
|
►
|
| |
Appointed to the Member Council of Sustainable Development Technology Canada
|
| ||||||
|
►
|
| |
Fellow at Stanford University, Center for Energy Policy and Finance, from 2017 to 2018
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Holds a Bachelor of Arts degree from the University of British Columbia
|
| ||||||
|
►
|
| |
Holds an ICD.D Designation from the Institute of Corporate Directors at the Rotman School of Management, University of Toronto
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
Ms. McDonald brings extensive leadership, project development/management, and health, safety and environmental experience, including as the President and CEO of British Columbia Hydro and Power Authority and various prominent roles with the British Columbia government and as a director of several companies. Ms. McDonald’s experience with British Columbia government relations and regulatory matters is particularly relevant in light of Coeur’s acquisition in 2017 of the Silvertip silver-zinc-lead mine in British Columbia
|
|
|
John H. Robinson
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 69 Director Since: 1998 |
| |
Experience:
|
| ||||||
|
►
|
| |
Chairman of Hamilton Ventures LLC, a venture capital firm, since founding the firm in 2006
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Alliance Resource Management GP, LLC, a coal mining company
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Olsson Associates, an engineering consulting firm
|
| ||||||
|
►
|
| |
Member of the Board of Directors of Federal Home Loan Bank of Des Moines, a financial services cooperative, from 2007 to 2019
|
| ||||||
|
►
|
| |
Chief Executive Officer of Nowa Technology, Inc., a development and marketing of environmentally sustainable wastewater treatment technology company, from 2013 to 2014
|
| ||||||
|
►
|
| |
Chairman of EPC Global, Ltd., an engineering staffing company, from 2003 to 2004
|
| ||||||
|
►
|
| |
Executive Director of Amey plc, a British business process outsourcing company, from 2000 to 2002
|
| ||||||
|
►
|
| |
Vice Chairman of Black & Veatch Inc., an engineering and construction, from 1998 to 2000. Mr. Robinson began his career at Black & Veatch and was Managing Partner prior to becoming Vice Chairman
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Holds a Master of Science degree in Engineering from the University of Kansas
|
| ||||||
|
►
|
| |
Graduate of the Owner-President-Management Program at the Harvard Business School
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
As a senior corporate executive in the engineering and consulting industries, and a director in the resource extraction and financial industries, Mr. Robinson brings to the Board leadership, project development/management, industry, cyclical business and capital markets experience. Mr. Robinson also brings to the Board U.S. public company board experience
|
|
|
Brian E. Sandoval
|
| |||||||||
|
|
| |
|
| |
|
| |||
|
Age: 56 Director Since: 2019 |
| |
Experience:
|
| ||||||
|
►
|
| |
President of Global Gaming Development, MGM Resorts International, a global hospitality and entertainment company, since January 2019
|
| ||||||
|
►
|
| |
Governor of the State of Nevada from January 2011 to January 2019
|
| ||||||
|
►
|
| |
Chair of the National Governors Association from July 2017 to July 2018
|
| ||||||
|
►
|
| |
Federal Judge, U.S. District Court for the District of Nevada from 2005 to 2009
|
| ||||||
|
►
|
| |
Nevada Attorney General from 2003 to 2005
|
| ||||||
|
►
|
| |
Member of the Nevada Assembly (and Natural Resources Committee) from 1994 to 1998
|
| ||||||
|
►
|
| |
Member of the Nevada Gaming Commission and Tahoe Regional Planning Agency from 1998 to 2001
|
| ||||||
|
Education:
|
| |||||||||
|
►
|
| |
Holds a Bachelor of Arts degree in English and a minor in Economics from the University of Nevada, Reno
|
| ||||||
|
►
|
| |
Holds a Juris Doctor degree from the Ohio State University Moritz College of Law
|
| ||||||
|
Expertise:
|
| |||||||||
|
►
|
| |
As the former Governor of Nevada, Mr. Sandoval brings an important perspective and significant government and regulatory affairs experience in a jurisdiction where Coeur owns several important assets, including the Rochester Mine and the Sterling Project, as well as significant leadership and chief executive experience, mining industry experience, and health, safety and environmental experience. Mr. Sandoval also brings legal experience as a former federal judge and practicing attorney in Nevada
|
|
|
|
| |
|
| |
|
|
|
Audit Committee
Committee Members Linda L. Adamany Randolph E. Gress Sebastian Edwards Jessica L. McDonald Number of meetings in 2019: 6 |
| |
Key Responsibilities
|
| |||
|
Reviewing and reporting to the Board with respect to the oversight of various auditing and accounting matters and related key risks, including:
|
| ||||||
|
►
|
| |
The selection and performance of our independent registered public accounting firm;
|
| |||
|
►
|
| |
The planned audit approach;
|
| |||
|
►
|
| |
The nature of all audit and non-audit services to be performed;
|
| |||
|
►
|
| |
Accounting practices and policies;
|
| |||
|
►
|
| |
Oversight of the compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework; and
|
| |||
|
►
|
| |
The performance of the internal audit function.
|
| |||
|
|
| |
Independence and Financial Literacy
|
| |||
|
►
|
| |
The Board has determined that each member of the Audit Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards and SEC rules applicable to Audit Committee members.
|
| |||
|
►
|
| |
All members of the Audit Committee satisfy the NYSE’s financial literacy requirement.
|
| |||
|
►
|
| |
The Board has determined that each of Ms. Adamany and Mr. Gress is an Audit Committee Financial Expert (as defined by SEC rules), as a result of his or her knowledge, abilities, education and experience
|
|
|
|
| |
|
| |
|
|
|
Compensation and Leadership Development Committee
Committee Members John H. Robinson Sebastian Edwards Randolph E. Gress Eduardo Luna Robert E. Mellor Number of meetings in 2019: 6 |
| |
Key Responsibilities
|
| |||
|
►
|
| |
Approving, together with the other independent members of the Board, the annual compensation for our CEO.
|
| |||
|
►
|
| |
Approving the annual compensation of the non-CEO executive officers.
|
| |||
|
►
|
| |
Reviewing and making recommendations to the Board with respect to compensation of the non-employee directors, our equity incentive plans and other executive benefit plans.
|
| |||
|
►
|
| |
Overseeing risk management of our compensation programs and executive succession planning.
|
| |||
|
►
|
| |
Overseeing leadership development, including goal development, planning and assessment of progress against individual development goals and plans.
|
| |||
|
Independence
|
| ||||||
|
|
| |
►
|
| |
The Board has determined that each member of the CLD Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines, as well as additional, heightened independence criteria under the NYSE listing standards applicable to the CLD Committee members, Section 16 rules and applicable provisions of the Internal Revenue Code.
|
|
|
| |
Chair
|
|
| |
Audit Committee Financial Expert
|
|
|
| |
|
| |
|
|
|
Environmental, Health, Safety and Corporate Responsibility
Committee Members J. Kenneth Thompson Linda L. Adamany Eduardo Luna Jessica L. McDonald Brian E. Sandoval Number of meetings in 2019: 4 |
| |
Key Responsibilities
|
| |||
|
Reviewing the Company’s EHSCR policies and management systems, as well as the scope of the Company’s potential EHSCR risks and liabilities, including with respect to:
|
| ||||||
|
►
|
| |
Environmental permitting, compliance and stewardship;
|
| |||
|
►
|
| |
Employee and contractor safety and health;
|
| |||
|
►
|
| |
Corporate social responsibility and community relations;
|
| |||
|
►
|
| |
Compliance with EHSCR laws, rules and regulations; and
|
| |||
|
►
|
| |
Oversight of ESG initiatives, including goal setting, data collection, disclosures and reporting frameworks.
|
| |||
|
Independence
|
| ||||||
|
►
|
| |
The Board has determined that each member of the EHSCR Committee is independent as defined by the NYSE listing standards and Coeur’s independence standards, which are included as part of Coeur’s Corporate Governance Guidelines.
|
|
|
|
| |
|
| |
|
|
|
Executive Committee
Committee Members Robert E. Mellor Mitchell J. Krebs John H. Robinson J. Kenneth Thompson Number of meetings in 2019: 0 |
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Key Responsibilities
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Acting in place of the Board on limited matters that require action between Board meetings.
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Chair
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On an annual basis, each director and executive officer of the Company completes a Director and Officer Questionnaire that requires disclosure of any transaction, arrangement or relationship with us during the last fiscal year in which the director or executive officer, or any member of his or her immediate family, had a direct or indirect material interest.
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Each director and executive officer is expected to promptly notify our legal department of any direct or indirect interest that such person or an immediate family member of such person had, has or may have in a transaction in which we participate.
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Any reported transaction that our legal department determines may qualify as a related person transaction is referred to the NCG Committee.
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The Company monitors its accounts payable, accounts receivable and other databases to identify any other potential related person transactions that may require disclosure.
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during dedicated discussions on formal Board agendas,
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during executive sessions both with the CEO and among independent directors only,
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through its committees in regard to matters subject to committee oversight (such as the CLDC in regard to alignment of compensation programs with long-term strategy and value-creation, the EHSCR Committee in regard to ESG initiatives, the NCGC in regard to Board refreshment and diversity and maintaining peer-leading corporate governance practices, and the Audit Committee in regard to financial risk management and maintaining a strong compliance program), and
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through one-on-one discussions between directors and the CEO to leverage individual directors' unique perspectives and experiences by applying them to the Company's particular strategic opportunities and challenges.
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Each year, we launch two main outreach efforts, one in the spring in conjunction with proxy season and one in the fall. Our independent directors are also available to engage with stockholders, either directly or as part of our regular stockholder engagement program. In 2019, we contacted all institutional stockholders who owned at least 0.15% of our aggregate outstanding shares of common stock (as of June 30, 2019), representing approximately 57.8% of our aggregate outstanding shares of common stock, and engaged with all stockholders who responded to our invitation to discuss corporate governance, executive compensation and ESG matters. This led to focused discussions with the stockholders who accepted our invitation, which gave us valuable feedback on key issues and specific elements of our programs. Stockholder feedback is reported to
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and discussed with our Board and relevant committees. In recent years, we increased our focus and efforts on incorporating ESG factors into our long-term business strategy, increased the proportion of incentive compensation programs linked with ESG factors and improved communication of our ESG practices and performance with investors and other stakeholders. We also acted upon feedback on topics such as Board gender diversity and refreshment and proxy access. The CLD Committee’s introduction of a ROIC-based measure into the performance share program for 2020 aligns with feedback from stockholders that the program should have measures that drive long-term stockholder value.
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Recognized by the 2020 Women on Boards as a “Winning ‘W’ Company” for having a Board comprised of at least 20% women in 2020
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National Association of Corporate Directors 2019 Directorship 100, J. Kenneth Thompson, Director
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Crain’s Chicago Notable General Counsel List, Casey Nault, SVP General Counsel and Secretary
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Crain’s Chicago Notable Leaders in HR List, Emilie Schouten, SVP, Human Resources
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Winner of the 2019 Corporate Secretary Magazine Corporate Governance Awards for Best Proxy Statement (small cap)
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Finalist for the 2019 Corporate Secretary Magazine Corporate Governance Awards Best for Compliance & Ethics Program (small to mid-cap)
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Reduce exposure through formal risk assessments and predictive identification of high-risk tasks which then form the basis of standard operating procedures to make those tasks safe.
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Recognize hazards before work begins as well as during work in order to identify and create mitigating controls.
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Investigate incidents in order to determine a root cause and implement practices to prevent future occurrences.
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Communicate effectively across the organization to drive engagement at all levels and focus on achieving safe outcomes.
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Making a positive short- and long-term direct and indirect financial impact on local and regional economies through local hiring and sourcing, volunteering and donating
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Partnering with and engaging community members through community involvement and outreach activities
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Kensington – Striving to meet local needs and reduce waste, Coeur Kensington donated five sleeper trailers to Tlingit & Haida’s Reentry & Recovery department to create housing for reentry clients and $20,000 to help renovate the trailers.
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Palmarejo – To assist with local water needs, Palmarejo started the first phase of the SCALL (Sistema de Captura de Agua de Lluvia) project. The SCALL project is intended to provide homes with water for domestic use through repairs to roofs and installation of rainwater collection systems. Palmarejo provided the rainwater collection system to 87 homes in seven communities. Palmarejo will work with two additional communities in 2020.
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Rochester – Demonstrating our commitment to youth education, Coeur Rochester participated in a career expo at Lowry High School in Winnemucca, Nevada. Representatives from Rochester presented to nearly 200 freshmen at the expo and provided information about career opportunities in the mining industry.
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Wharf – To enhance the capabilities of local first responders, Coeur Wharf’s Emergency Medical Services (EMS) team provided cyanide exposure and response training to the Fire Department and other emergency medical providers in Lead and Deadwood. The annual training helps first responders prepare for emergencies.
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Silvertip –Coeur Silvertip partnered with the Watson Lake high school to address low attendance rates. Silvertip provides a small weekly prize and one large prize at the end of the year in a random drawing for students that maintain specified attendance levels.
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Sterling (Project) – Coeur Sterling supported the Beatty Days celebration, the biggest local event of the year. Through participation, volunteerism, donations and presence at Beatty Days, Coeur Sterling was able to build meaningful partnerships, educate community members about the Sterling project and demonstrate their commitment to the nearby communities.
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Chicago – Employees of the corporate office support the By the Hand Club, which provides services to K-12 students in several at-risk neighborhoods in Chicago, including after school programs which ensure students are fed, have access to safe facilities and obtain academic support. In 2019, Coeur employees participated in a reading competition, in which employees acted as judges and spent time mentoring the students.
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Effective human capital management at Coeur is critical to achieving our strategic goals. Coeur’s leadership principles are the foundation for a common language through which all employees can navigate individual success while collectively driving long-term value for our Company and stockholders. We seek to recruit employees at all levels who embody our principles through safe and ethical conduct. We invest in evaluating and developing our talent by providing meaningful feedback and training and believe that transparent, robust succession planning allows for progression and career growth, positioning the next generation of leaders to be ready to step up when needed. We believe retention and development offerings such as above-market rewards and front-line supervisor training are competitive advantages. We deliver high-quality jobs and career opportunities to our local communities and educate the next generation about careers in mining at Coeur. Our pledge to support the CEO ACTION for Diversity & Inclusion initiative publicly affirms Coeur’s existing practice to maintain equity among all employees.
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Robust Succession Planning
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From the operations to the boardroom, we conduct robust succession planning from the bottom to the top of the organization annually, by employing specific talent diagnostics and skill development needs. Rising stars and diversity discussions along with actions plans are reviewed with leadership on a quarterly basis.
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Culture Assessment
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One of our focuses in 2019 was to assess and evaluate our culture. We invited all employees to participate in a culture assessment by completing an anonymous survey. Employee participation exceeded industry benchmarks and feedback was reviewed by the management team and Board of Directors. The management team then reviewed the results with employees at each of our operations through facilitated discussions to gain additional insight into the feedback. During the second half of the year, we developed site-specific action plans to address feedback and plans to monitor progress in the future. The results of the assessment confirmed we have an ethical, safe and proud workforce and also highlighted areas for improvement for which we developed strategies to address. Highlights of the survey results included:
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93% feel safe performing their jobs
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92% feel comfortable reporting unsafe conditions or practices
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91% believe that Coeur is committed to minimizing its impact on the environment
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90% are proud to work at Coeur
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Our culture is SAFE, ETHICAL and PROUD.
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Employee Development
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In 2019 we bolstered the annual employee performance review process by conducting 360-degree reviews for each member of our executive team, asking employees of varying seniority levels with whom each executive works to provide anonymous feedback. We believe this feedback is important to maintaining a strong culture by effectively assessing leadership performance and development, increasing accountability, facilitating succession planning and identifying areas for improvement and change. Each executive will be accountable for the areas for improvement identified in the 360-degree review process through the 2020 employee review process. We continued to provide opportunities for employees to participate in IMPACT Training, an intensive year-long training program created by Coeur for front-line supervisors throughout the organization focused on safety leadership and mining as a business. Through IMPACT training, we have invested over 17,000 hours of leadership training and personal development in 142 employees.
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Diversity & Inclusion
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Our President & CEO, Mitchell Krebs, is the first and only precious metals mining CEO to sign the CEO ACTION for Diversity & Inclusion pledge. This pledge highlights Coeur’s continuing commitment to fostering a diverse and inclusive workforce, evidenced by programs such as Coeur Heroes that has provided 87 career opportunities to current and former US Military personnel.
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Local Hires
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Investing in our local communities extends beyond financial support. In 2019, 71% of our employees were from the communities surrounding our operations. We provided 144 apprenticeships, over 30 scholarships and worked with organizations such as By the Hand Club in Chicago and The Lowry Foundation in Winnemucca, NV to educate youth in our communities about career opportunities in mining. Providing career opportunities to local community members and participating in community initiatives creates a closer connection between our operations and local stakeholders and communities.
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Rewards & Wellness
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As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. Our average employee earns 25% more than the average employee in their local markets according to industry benchmarking. Over 96% of U.S. employees are enrolled in our medical benefit plan, and over 90% of U.S. employees contribute to our 401(k) plan. Supplemental healthcare is provided above government requirements in both Canada and Mexico. Coeur was one of the first in the industry to provide domestic partner benefits in 2013 and participation has increased 70% since introduction.
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Evaluated our executive officers’ base salary, annual incentive and long-term incentive compensation, and total direct compensation relative to the competitive market;
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Advised the CLD Committee on executive officer target award levels within the annual and long-term incentive program and, as needed, on actual compensation actions;
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Assessed the alignment of our executive compensation levels relative to our compensation philosophy;
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Briefed the CLD Committee on executive compensation trends among our peers and the broader industry; and
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Evaluated our non-employee director compensation levels and program relative to the competitive market.
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Advised on the design of our annual and long-term incentive awards, described in “Compensation Discussion and Analysis”, and
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Assisted with the preparation of the Compensation Discussion and Analysis for this proxy statement.
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Management succession planning
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Strategic asset portfolio optimization
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Major project execution
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Health, safety, environmental and social responsibility risks
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Cybersecurity
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Commodity price volatility
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Public policy and regulatory changes
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Balance sheet management and access to capital
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Committee
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Oversight Role
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Audit
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Reviews with management and the independent auditor compliance with legal and regulatory requirements, with a focus on legal and regulatory matters related to internal controls, accounting, finance and financial reporting and contingent liabilities, and discusses policies with respect to risk assessment and risk management, and risks related to matters including the Company’s financial statements and financial reporting processes, compliance, and information technology and cybersecurity. Oversees the process for determining and monitoring the independence of the independent auditor, reviews non-GAAP measures included in the Company’s financial statements, SEC filings, press releases and other investor materials, oversees the implementation of new accounting standards and reviews with the independent auditor critical audit matters expected to be described in the independent auditor’s report. In addition, oversees the Company’s compliance program including compliance with the Company’s Code of Business Conduct and Ethics and whistleblower reporting framework.
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EHSCR
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Reviews the effectiveness of our ESG programs and performance, including but not limited to our compliance with environmental and safety laws, and oversees community relations risk management.
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CLD
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Responsible for recommending compensation for executive officers that includes performance-based award opportunities that promote retention and support growth and innovation without encouraging or rewarding excessive risk. For a discussion of the CLD Committee’s assessments of compensation-related risks, see “Compensation and Leadership Development Committee Role in Risk” below. Oversees succession planning for the CEO in conjunction with the NCG Committee and oversees other executives’ progress against development plans as part of its leadership development oversight scope.
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Committee
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Oversight Role
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NCG
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Oversees risks related to our corporate governance, including Board and director performance, director and CEO succession, and the review of Coeur’s Corporate Governance Guidelines and other governance documents. Also oversees CEO succession planning in conjunction with the CLD Committee.
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the structure consisting of both fixed and variable compensation that rewards both annual and long-term performance;
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the balance between long- and short-term incentive programs, with greater weight placed on long-term programs;
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the use of caps or maximum amounts in our incentive programs;
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the use of multiple performance metrics under our incentive plans;
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a heavier weighting toward overall corporate performance for cash-based incentive plans;
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time-based vesting for equity-based awards (including performance share awards) to promote retention; and
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strict and effective internal controls.
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2019
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2018
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Audit Fees(1)
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$1,487,192
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$1,524,402
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Audit-Related Fees
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$—
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$—
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Tax Fees
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$—
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$—
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All-Other Fees
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$—
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$—
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(1)
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Audit fees were primarily for professional services related to the audits of the consolidated financial statements and internal controls over financial reporting, review of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, comfort letters, consents, and other services related to SEC matters.
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Service
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Description
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Audit Services
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The annual audit services engagement terms and fees are subject to the specific pre-approval of the Audit Committee. Audit services include the annual financial statement audit, required quarterly reviews, subsidiary audits and other procedures required to be performed by the auditor to form an opinion on our financial statements, and such other procedures including information systems and procedural reviews and testing performed in order to understand and place reliance on the systems of internal control. Other audit services may also include statutory audits or financial audits for subsidiaries and services associated with SEC registration statements, periodic reports and other documents filed with the SEC or used in connection with securities offerings.
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Audit-Related Services
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Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor. Audit-related services are subject to the specific pre-approval of the Audit Committee. Audit-related services include, among others, due diligence services relating to potential business acquisitions/dispositions; accounting consultations relating to accounting, financial reporting or disclosure matters not classified as audit services; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed-upon or expanded audit procedures relating to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements.
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Tax Services
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Tax services are subject to the specific pre-approval of the Audit Committee. The Audit Committee will not approve the retention of the independent auditor in connection with a transaction the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and related regulations.
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All Other Services
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Pre-approval by the Audit Committee is required for those permissible non-audit services that it believes are routine and recurring services, would not impair the independence of the auditor and are consistent with the SEC’s rules on auditor independence.
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there were no disagreements with management;
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it was not aware of any consultations about significant matters that management discussed with other auditors;
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no major issues were discussed with management prior to Grant Thornton LLP’s retention;
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it received full cooperation and complete access to our books and records;
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it was not aware of any material fraud or likely illegal acts as a result of its audit procedures;
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there were no material weaknesses identified in its testing of our internal control over financial reporting; and
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there were no known material misstatements identified in its review of our interim reports.
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Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm for 2020
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The Board of Directors recommends a vote FOR the appointment of Grant Thornton LLP
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Ratifying the selection of Grant Thornton LLP as the independent auditor of our consolidated financial statements and our internal control over financial reporting for 2020
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Name
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Age
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Current Position with Coeur
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Since
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Joined Coeur
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Mitchell J. Krebs
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48
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President, Chief Executive Officer & Director
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2011
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1995
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Thomas S. Whelan
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50
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Senior Vice President & Chief Financial Officer
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2019
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2019
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Casey M. Nault
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48
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Senior Vice President, General Counsel & Secretary
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2015
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2012
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Hans J. Rasmussen
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60
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Senior Vice President, Exploration
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2016
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2013
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Emilie C. Schouten
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41
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Senior Vice President, Human Resources
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2018
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2013
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Terrence F.D. Smith
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44
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Senior Vice President, Operations
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2018
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2013
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Kenneth J. Watkinson
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51
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Vice President, Corporate Controller & Chief Accounting Officer
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2018
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2013
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Stockholder
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Shares Beneficially
Owned |
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Percent of
Outstanding |
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Van Eck Associates Corp.
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26,649,113(1)
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11.1%
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BlackRock, Inc.
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20,379,604(2)
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8.5%
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The Vanguard Group, Inc.
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20,240,705(3)
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8.4%
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Dimensional Fund Advisors LP
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17,575,032(4)
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7.3%
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Mitchell J. Krebs
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1,260,910(5)
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*
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Robert E. Mellor
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169,289
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*
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J. Kenneth Thompson
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178,223
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*
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John H. Robinson
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143,623
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*
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Linda L. Adamany
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128,203
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*
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Randolph E. Gress
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157,483
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*
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Sebastian Edwards
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111,053
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*
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Eduardo Luna
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45,942
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*
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Jessica L. McDonald
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28,364(6)
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*
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Brian E. Sandoval
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39,012
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*
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Thomas S. Whelan
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281,494
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*
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Casey M. Nault
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409,291(5)
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*
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Hans J. Rasmussen
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350,655(5)
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*
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Emilie C. Schouten
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130,170
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*
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All current executive officers and directors as a group (16 persons)
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3,788,374(5)
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1.6%
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*
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Holding constitutes less than 1% of the outstanding shares on March 17, 2020 of 243,595,204.
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(1)
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As of December 31, 2019, based on information contained in a Schedule 13G/A filed on February 6, 2020, Van Eck Associates Corporation had sole voting and dispositive power over 26,649,113 shares. The shares are held within mutual funds and other client accounts managed by Van Eck Associates Corporation, one of which individually owns more than 5% of the outstanding shares. The address for Van Eck Associates Corporation is 666 Third Ave. – 9th Floor, New York, NY 10017.
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(2)
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As of December 31, 2019, based on information contained in a Schedule 13G filed on February 5, 2020, Blackrock, Inc. had sole voting power over 20,379,604 20hares and sole dispositive power over 20,379,604 shares. The address for Blackrock, Inc. is 55 E. 52nd St., New York, NY 10055.
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(3)
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As of December 31, 2019, based on information contained in a Schedule 13G/A filed on February 12, 2020, The Vanguard Group, Inc. had sole voting power over 225,433 shares, shared voting power over 40,672 shares, sole dispositive power over 20,000,947 shares and shared dispositive power over 239,758 shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
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(4)
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As of December 31, 2019, based on information contained in a Schedule 13G filing on February 12, 2020, Dimensional Fund Advisors LP (“Dimensional Advisors”) had sole voting power over 17,150,400 shares and, together with certain of its subsidiaries, acting as investment advisor, investment manager or sub-adviser to four investment companies, had shared voting and/or investment power over 17,575,032 shares and may be deemed to be the beneficial owner of the shares of the Company held by such funds. The address for Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas, 78746.
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(5)
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Holdings include the following shares which may be acquired upon the exercise of options outstanding under the 1989/2003/2015 Long-Term Incentive Plans and exercisable within 60 days of March 11, 2020: Mitchell J. Krebs — 64,617 shares; Casey M. Nault — 18,207 shares; Hans J. Rasmussen – 5,598; Terrence F. Smith — 28,261 shares; and all current directors and executive officers as a group — 116,683 shares.
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(6)
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Excludes 17,578 restricted stock units (“RSUs”). Each RSU represents a contingent right to receive one share of Company common stock, which will be delivered to Ms. McDonald on the 60th day after separation from Board service.
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Mitchell J.
Krebs |
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Thomas S. Whelan
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Casey M.
Nault |
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Emilie C. Schouten
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Hans J. Rasmussen
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President and Chief Executive Officer
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Senior Vice President and Chief Financial Officer
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Senior Vice President, General Counsel and Secretary
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Senior Vice President, Human Resources
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Senior Vice President, Exploration
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Who We Are
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Coeur is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Palmarejo gold-silver complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold mine in South Dakota and the Silvertip silver-zinc-lead mine in British Columbia. In addition, the Company has interests in several precious metals exploration projects throughout North America. Coeur is headquartered in Chicago, Illinois and employs approximately 1,900 people companywide.
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(1)
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See “Peer Group” on page 47 for more information.
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►
|
Continued Positive Environmental, Health and Safety Results – Throughout 2019, Coeur demonstrated its commitment to Pursue a Higher Standard by continuing to protect its people, places and planet and supporting long-running ESG initiatives with more robust and consistent data and information gathering so that we can better track progress and measure results. The Company’s lost-time injury frequency rate and total reportable injury frequency rate declined by 9% and 11%, respectively, year-over-year. Coeur also reduced its number of significant spills by 73% in 2019. We invested significant time in volunteer work in our communities along with meaningful financial support. For 2020, we also increased the portion of AIP corporate goals linked to ESG factors from 15% to 20%, further demonstrating our commitment to ESG initiatives and their importance to our overall strategy. See “Responsibility” on page 23 for more information about our ESG initiatives.
|
►
|
Solid Improvement in Annual Financial Results – Revenue, operating cash flow and adjusted EBITDA increased 14%, 357% and 11%, respectively, in 2019. The year-over-year improvement in financial results reflected solid performance from the Company’s primary gold operations as well as higher precious metals prices during the year. During the final three quarters of 2019, the Company generated $107.7 million of OCF and $35.4 million of FCF, and quarterly companywide FCF increased for three consecutive quarters to end the year.
|
►
|
Success from 2019 Exploration Campaign Delivers Mineralization Growth – The Company focused its exploration efforts primarily on expansion drilling in 2019. Measured and indicated mineralized material increased across all metals. Proven and probable silver reserves also increased, while zinc and lead reserves were consistent year-over-year(1).
|
►
|
Strong Performance at Primary Gold Operations
|
○
|
At the Palmarejo complex in northern Mexico, production at the new La Nación underground mine successfully ramped-up, averaging approximately 700 tons per day (“tpd”) during the fourth quarter, which was well in excess of the 400 tpd target. Lower overall 2019 production attributable to lower average grades was offset by higher gold and silver prices, which drove a 3% increase in metal sales, cost performance within 2019 guidance ranges and FCF of $66.5 million.
|
○
|
Kensington delivered $72.0 million in OCF and $48.5 million in FCF reflecting a 21% year-over-year increase in gold production driven by the first full year of production from the high-grade Jualin deposit, and adjusted costs were under the low end of the 2019 guidance range and 13% lower than 2018.
|
○
|
At Wharf, gold production was 10% higher year-over-year and adjusted CAS was within the 2019 guidance range, leading to $39.3 million in OCF and $37.1 million in FCF.
|
►
|
Three Consecutive Quarters of Increasing, Positive Free Cash Flow – Coeur generated $18.4 million of FCF during the fourth quarter of 2019, representing a 63% increase compared to the prior period. The third consecutive quarter of increasing, positive FCF was primarily driven by strong performance from the Palmarejo, Kensington and Wharf operations.
|
►
|
Significant Reduction in Total Indebtedness – The Company reduced Total Debt by $163.3 million during 2019, a 36% reduction compared to the end of 2018, reflecting the results of focused deleveraging initiatives and improved financial performance throughout 2019.
|
►
|
Continued Execution of Key Capital Projects
|
○
|
A new crushing circuit was commissioned at Rochester, incorporating a high-pressure grinding roll (“HPGR”) crusher. Initial results from the HPGR unit have been encouraging, with an isolated 194,000-ton section of the Stage IV leach pad exhibiting a 60-day silver recovery rate significantly better than recoveries from traditionally-crushed material.
|
○
|
We completed preliminary steps related to the Plan of Operations Amendment 11 (“POA 11”) expansion project at Rochester and expect to receive the Record of Decision from the Bureau of Land Management in the first half of 2020. The Company is completing engineering, procurement and construction planning and expects to request formal approval from the Board to advance the project in mid-2020.
|
○
|
Palmarejo commissioned a new thickener during the third quarter which immediately began delivering positive results for the operation by improving metallurgical recoveries. The project is anticipated to have a one-year payback.
|
►
|
Rochester Results Fell Short of Guidance – Silver and gold production at Rochester were 24% and 46% lower, respectively, year-over-year, resulting from downtime related to the commissioning of the new crushing circuit, including delays arising from the failure of a secondary crusher which had to be replaced with a smaller unit, which drove lower-than-expected throughput during the second half of the year.
|
►
|
Temporary Suspension of Mining and Processing Activities at Silvertip – In the first quarter of 2020, the Company made the decision to temporarily suspend mining and processing activities at Silvertip, which accounted for 6% of revenue in 2019, as a result of the further deterioration in zinc and lead market conditions as well as ongoing operating challenges primarily related to the processing facility. The Company plans to (i) significantly increase its exploration investment in 2020 to potentially further expand the resource and extend the mine life, and (ii) pursue a potential mill expansion to better position the asset for long-term success. During 2019, silver, lead and zinc production at Silvertip fell below the 2019 guidance range.
|
►
|
Continued Proactive Refreshment of the Board of Directors – The Board added Brian E. Sandoval, former Governor of Nevada, in early 2019, the third new director added in the past two years. Each of our three new directors is highly-qualified, has highly-relevant experience and increase the overall diversity of the Board, including valuable experience in Mexico and Nevada (Messrs. Luna and Sandoval, respectively), where Palmarejo and Rochester, our two largest mines by revenue, are located, and British Columbia, Canada (Ms. McDonald), where the Silvertip mine, our newest mine and first operation in Canada, is located.
|
(1)
|
Year-end 2019 reserves and mineralized material as published by Coeur on February 19, 2020.
|
| |
Despite strong performance from gold operations, underperformance at Silvertip and Rochester drove below-target overall operating and financial performance resulting in a 67% corporate AIP score and 28% payout for PSUs
|
|
|
| |
2019 Performance
|
| |
2019 Compensation Result
|
|
|
Actual Pay Compared to Target
|
| |
► Despite strong performance from our gold operations, underperformance at Silvertip and Rochester drove below-target overall operating and financial performance
|
| |
► Three-year PSUs paid out at 28% of
target ► Corporate AIP score of 67% of target |
|
|
LTIP – Performance Shares
|
| |
► Below-target overall performance
|
| |
► 28% overall payout of 2017 PSU award:
|
|
|
► Three-year TSR performance in the 22nd percentile of peers
|
| |
► Zero payout of PSUs linked to three-year relative TSR (50% weighting)
|
| |||
|
► Three-year OCF per share growth below threshold driven primarily by below-target production at Rochester and Silvertip and weak zinc and lead markets impacting Silvertip revenue
|
| |
► Zero payout of PSUs linked to three-
year OCF per share (25% weighting) |
| |||
|
► 2.5% increase in reserves and measured and indicated mineralized material per share from continuing operations during the 2017-2019 performance period
|
| |
► 113% payout of PSUs linked to growth of reserves and measured and indicated mineralized material per share from continuing operations (25% weighting)
|
| |||
|
LTIP – Restricted Shares
|
| |
► 81% one-year stock price increase in 2019
|
| |
► Value of unvested restricted shares issued to executives in early 2019 increased 57% as of December 31, 2019
|
|
|
AIP
|
| |
► Below-target overall operating and
financial results ► Below target silver equivalent production(1), silver equivalent CAS(1) per ounce and adjusted EBITDA driven primarily by operational challenges at Silvertip and challenges related to commissioning of the new crusher circuit at Rochester ► Solid gold production and CAS per ounce
► Above target performance for reduction in significant spills and employee and contractor safety incident rate
|
| |
► 67% overall payout of portion of AIP tied
to strategic corporate annual objectives ► Zero payout for silver equivalent production and CAS per ounce(1) and 53% payout for adjusted EBITDA ► Payout of 93% and 90% of target for metrics tied to gold production and gold CAS, respectively ► 157% payout for metrics tied to safety and environmental performance |
|
|
|
|
(1)
|
Silver equivalent production and CAS includes zinc and lead as silver equivalents with silver equivalency based on average spot prices for the year ended December 31, 2019. See “Appendix A--Certain Additional Information” for average applicable spot prices and corresponding ratios.
|
|
What We Do
|
| |
|
| |
What We Do Not Do
|
| ||||||
|
►
|
| |
Pay for performance with strong alignment of realized pay to TSR
|
| |
|
| |
►
|
| |
No hedging Coeur stock
|
|
|
|
| |
►
|
| |
No pledging Coeur stock
|
| ||||||
|
►
|
| |
Proactive stockholder outreach with meaningful compensation program changes made based on feedback
|
| |
|
| |
►
|
| |
No excise tax gross-ups, tax gross-ups on perquisites or tax gross-ups applicable to change-in-control and severance payments
|
|
|
►
|
| |
AIP metrics drive stockholder value, with rigorous goals tied to Board-approved budget and safety and environmental objectives
|
| |
|
| |
►
|
| |
No holding Coeur stock in margin accounts
|
|
|
|
| |
►
|
| |
No employment contracts for NEOs other
than CEO |
| ||||||
|
►
|
| |
Majority of equity compensation in the form of performance shares with three-year cliff vesting tied to rigorous value-driving internal performance metrics, with relative TSR as a modifier
|
| |
|
| |
►
|
| |
No re-pricing of stock options or SARs without stockholder approval
|
|
|
|
| |
►
|
| |
No “single trigger” cash severance based solely upon a change-in-control of the company
|
| ||||||
|
►
|
| |
Majority of compensation “at-risk”
|
| |
|
| |
|
| |
|
|
|
►
|
| |
Independent compensation consultant
|
| |
|
| |
|
| |
|
|
|
►
|
| |
Modest perquisites
|
| |
|
| |
|
| |
|
|
|
►
|
| |
“Double trigger” equity acceleration upon a change-in-control
|
| |
|
| |
|
| |
|
|
|
►
|
| |
Stock ownership guidelines for our directors and executive officers, including 6x base salary for CEO
|
| |
|
| |
|
| |
|
|
|
►
|
| |
Clawback policy covering both financial restatements and misconduct
|
| |
|
| |
|
| |
|
|
|
►
|
| |
Annual stockholder “say on pay” vote
|
| |
|
| |
|
| |
|
|
|
►
|
| |
100% of CEO AIP based on Company goals
|
|
►
|
Drive performance against critical strategic goals designed to create long-term stockholder value
|
►
|
Pay our executives at a level and in a manner that attracts, motivates and retains top executive talent
|
►
|
Corporate employees support the goals and objectives of our NEOs and participate in the AIP with the same metrics as our NEOs, along with an individual performance component.
|
►
|
Leadership and managers at our operations participate in the AIP, modified to promote the achievement of site-specific goals aligned with overall Company strategy, including the execution of key projects and a significant component tied to safety and environmental performance, with those goals and projects forming part of the Company’s broader comprehensive strategy to create long-term stockholder value.
|
►
|
Hourly employees at our operations participate in cash incentive programs designed to drive achievement of core operational performance and site-specific goals, such as production, safety and environmental goals, which are key to our business of producing precious metals safely and responsibly.
|
|
Compensation Component
|
| |
Objective
|
| |
Key Features
|
| ||||||
|
Base salary
|
| |
►
|
| |
Provide a fixed base pay for performance of core job responsibilities
|
| |
►
|
| |
Initial levels and annual adjustments are based on positioning relative to the market and experience of the executive
|
|
|
|
| |
►
|
| |
Attract and retain highly skilled individuals
|
| |
|
| |||
|
AIP
|
| |
►
|
| |
Performance-based and “at risk”
|
| |
►
|
| |
Cash payments based on Company and individual performance, with a high percentage weighted on Company performance (100% in the case of the CEO). Individual performance component capped below 100% if one-year TSR is negative
|
|
|
|
| |
►
|
| |
Drive achievement of annual Company financial, operational, environmental and safety goals and, for NEOs other than the CEO, individual executive goals
|
| ||||||
|
LTIP
|
| |
►
|
| |
Performance-based and “at risk”
|
| |
►
|
| |
Mix of 60% performance shares and 40% time vesting restricted stock
|
|
|
|
| |
►
|
| |
Align executive and stockholder interests, drive the creation of long-term stockholder value, attract and retain talented executives
|
| |
►
|
| |
Restricted stock vests ratably over three years
|
|
|
►
|
| |
Performance shares cliff-vest after a three-year performance period, based on growth in reserves and mineralized material and growth in operating cash flow from continuing operations per share
|
|
|
Direct Compensation
Component |
| |
Performance
Based |
| |
Value Linked
to Stock Price |
| |
Value Not
Linked to Stock Price |
| |
% of CEO
Target Pay |
| |
% of NEO
Target Pay (Average) |
| |
|
|
|
Base Salary
|
| |
|
| |
|
| |
•
|
| |
19%
|
| |
26%
|
| |
Fixed
|
|
|
Annual Incentive Plan
|
| |
•
|
| |
|
| |
•
|
| |
24%
|
| |
21%
|
| |
Variable
and “at risk” |
|
|
Restricted Stock
|
| |
|
| |
•
|
| |
|
| |
23%
|
| |
21%
|
| |||
|
Internal Metric-Based PSUs
|
| |
•
|
| |
•
|
| |
|
| |
34%
|
| |
32%
|
|
|
PROTECT
|
| |
We are focused on safeguarding the safety and health of our employees and protecting the environments where we operate. Our AIP rewards outstanding health, safety and environmental performance to reflect this commitment.
|
| |
TRIFR % Reduction
|
| |
AIP 15%
|
|
|
% Reduction in Significant Spills
|
| |||||||||
|
DEVELOP
|
| |
We endeavor to develop quality resources, grow and enhance our assets, pursue new opportunities, develop and grow our people, and build a solid technical foundation. Our LTIP award structure drives performance against these goals by tying a portion of our performance shares to increases in our reserves and other mineralized material, whether at our existing operations or through the acquisition of new properties and assets. Our AIP encourages development of our executives and employees by rewarding exemplary individual performance and growth.
|
| |
Three-Year Growth in Reserves and Measured & Indicated Mineralized Material from Continuing Operations
|
| |
PSUs(1) 50%
|
|
|
Individual Component of AIP Except the CEO
|
| |
Varies by NEO
|
| ||||||
|
DELIVER
|
| |
We strive to deliver impactful results through teamwork and act with integrity. Both our AIP and LTIP reward achievement of operational and financial objectives and creation of long-term stockholder value, tying payouts to achieving production and adjusted EBITDA targets, reducing costs, and increasing OCF per share, while our clawback policy holds our executives accountable to act with integrity and in accordance with applicable laws in achieving the goals linked to our compensation programs.
|
| |
Costs Applicable to Sales & Adjusted EBITDA
|
| |
AIP 60%
|
|
|
Three-Year Growth in OCF from Continuing Operations/Share
|
| |
PSUs(1) 50%
|
| ||||||
|
Production
|
| |
AIP 25%
|
|
(1)
|
The two internal performance share metrics are subject to a relative TSR modifier that adjusts payouts +/- 25% for top or bottom quartile performance compared to peers.
|
|
|
| |
Fixed
Compensation |
| |
Variable Compensation
|
| ||||||
|
Named Executive Officer
|
| |
Base Salary
|
| |
Long-Term Equity
Incentives |
| |
Annual
Incentives |
| |
Total Variable
|
|
|
Mitchell J. Krebs, President, Chief Executive Officer & Director
|
| |
$675,000
|
| |
$2,025,000
|
| |
$843,750
|
| |
$2,868,750
|
|
|
Thomas S. Whelan, Senior Vice President & Chief Financial Officer
|
| |
$330,000
|
| |
$742,500
|
| |
$247,500
|
| |
$990,000
|
|
|
Casey M. Nault, Senior Vice President, General Counsel & Secretary
|
| |
$375,000
|
| |
$843,750
|
| |
$375,000
|
| |
$1,218,750
|
|
|
Hans J. Rasmussen, Senior Vice President, Exploration
|
| |
$300,000
|
| |
$570,000
|
| |
$225,000
|
| |
$795,000
|
|
|
Emilie C. Schouten, Senior Vice President, Human Resources
|
| |
$300,000
|
| |
$570,000
|
| |
$225,000
|
| |
$795,000
|
|
|
|
| |
2019
|
| |
2020
|
|
|
AIP
|
| |
► Safety and environmental metrics comprise
15% of total corporate AIP |
| |
► Safety and environmental increased to 20%
of total corporate AIP, reflecting the Company’s commitment to ESG and alignment with long-term stockholder value |
|
|
LTIP
|
| |
► Performance share opportunity comprised
of two internal measures tied to growth in OCF/share (50%) and reserves and mineralized material (50%). |
| |
► OCF/share metric replaced by:
► a return on invested capital metric, which will measure management’s ability to deploy capital in a responsible and effective manner to drive long-term stockholder value ► project-based measures tied to the achievement of objective milestones for strategically critical long-term projects of the POA 11 expansion at Rochester and the planned expansion at Silvertip |
|
|
2019 Peer Company
|
| |
Revenue(1)
($ millions) |
| |
Market Cap(1)
($ millions) |
| |
Corporate
Headquarters |
|
|
Agnico-Eagle Mines Ltd.
|
| |
2,191
|
| |
9,448
|
| |
Canada
|
|
|
Alamos Gold Inc.
|
| |
652
|
| |
1,921
|
| |
Canada
|
|
|
B2Gold Corp.
|
| |
1,225
|
| |
3,970
|
| |
Canada
|
|
|
Centerra Gold
|
| |
1,129
|
| |
1,711
|
| |
Canada
|
|
|
Detour Gold Corporation
|
| |
776
|
| |
2,021
|
| |
Canada
|
|
|
Eldorado Gold Corporation
|
| |
459
|
| |
633
|
| |
Canada
|
|
|
First Majestic Silver Corp.
|
| |
301
|
| |
1,555
|
| |
Canada
|
|
|
Hecla Mining Co.
|
| |
567
|
| |
1,133
|
| |
United States
|
|
|
Hochschild Mining
|
| |
704
|
| |
794
|
| |
United Kingdom
|
|
|
IAMGOLD Corporation
|
| |
1,111
|
| |
2,343
|
| |
Canada
|
|
|
New Gold Inc.
|
| |
605
|
| |
608
|
| |
Canada
|
|
|
OceanaGold Corporation
|
| |
773
|
| |
3,080
|
| |
Australia
|
|
|
Pan American Silver Corp.
|
| |
784
|
| |
3,056
|
| |
Canada
|
|
|
Royal Gold Inc.
|
| |
426
|
| |
5,611
|
| |
United States
|
|
|
SSR Mining Inc.
|
| |
421
|
| |
1,984
|
| |
Canada
|
|
|
Tahoe Resources Inc.(2)
|
| |
N/A
|
| |
N/A
|
| |
United States
|
|
|
Yamana Gold Inc.
|
| |
1,799
|
| |
3,047
|
| |
Canada
|
|
|
Median:
|
| |
738
|
| |
2,003
|
| |
|
|
|
|
| |
Revenue(1)
($ millions) |
| |
Market Cap(1)
($ millions) |
| |
Corporate
Headquarters |
|
|
Coeur Mining, Inc.
|
| |
$625.9
|
| |
1,943
|
| |
United States
|
|
(1)
|
Revenues are for the 2018 fiscal year. Market cap is calculated as of December 31, 2018 based on the outstanding shares for each peer publicly disclosed as of the date of calculation.
|
(2)
|
Acquired in early 2019 by Pan American Silver Corp.
|
| |
NEO base salaries largely
unchanged in 2019 |
|
Named Executive Officer
|
| |
2019
Base Salary |
| |
2018
Base Salary |
| |
Percentage
Increase |
|
|
Mitchell J. Krebs, President, Chief Executive Officer & Director
|
| |
$675,000
|
| |
$675,000
|
| |
0%
|
|
|
Thomas S. Whelan, Senior Vice President & Chief Financial Officer
|
| |
$330,000
|
| |
N/A(1)
|
| |
N/A
|
|
|
Casey M. Nault, Senior Vice President, General Counsel & Secretary
|
| |
$375,000
|
| |
$375,000
|
| |
0%
|
|
|
Hans J. Rasmussen, Senior Vice President, Exploration
|
| |
$300,000
|
| |
$300,000
|
| |
0%
|
|
|
Emilie C. Schouten, Senior Vice President, Human Resources
|
| |
$300,000
|
| |
$275,000
|
| |
9%
|
|
(1)
|
Mr. Whelan became a NEO on January 1, 2019.
|
| |
2019 AIP: Target Levels Commensurate
with Market and Experience in Role |
|
Named Executive Officer
|
| |
Target AIP Opportunity
(% of Salary) |
| |
Reason for YOY
Change |
| |||
|
2019
|
| |
2018
|
| ||||||
|
Mitchell J. Krebs
|
| |
125%
|
| |
125%
|
| |
N/A
|
|
|
Thomas S. Whelan
|
| |
75%
|
| |
N/A
|
| |
N/A
|
|
|
Casey M. Nault
|
| |
100%
|
| |
75%
|
| |
Expanded scope of responsibilities, including
oversight of ESG initiatives and government relations |
|
|
Hans J. Rasmussen
|
| |
75%
|
| |
60%
|
| |
More closely align with
other executive officers |
|
|
Emilie C. Schouten
|
| |
75%
|
| |
60%
|
| |
More closely align with
other executive officers |
|
►
|
Align with our business objectives and strategic priorities;
|
►
|
Transparency to investors and executives;
|
►
|
Incentivize profitable production growth, not growth for growth’s sake;
|
►
|
Balance financial and operational performance; and
|
►
|
Reflect our commitment to safe and environmentally responsible operations.
|
|
Measure
|
| |
Weight
|
| |
Minimum(1)
|
| |
Target(1)
|
| |
Maximum(1)
|
|
|
Silver Equivalent Production (ounces)(2)
|
| |
10%
|
| |
≥85% of Target
|
| |
19.3M
|
| |
≥107.5% of Target
|
|
|
Gold Production (ounces)(2)
|
| |
15%
|
| |
≥92.5% of Target
|
| |
363.2K
|
| |
≥105% of Target
|
|
|
Silver Equivalent CAS per ounce(3)
|
| |
15%
|
| |
≤110% of Target
|
| |
$12.10
|
| |
≤90% of Target
|
|
|
Gold CAS per ounce(3)
|
| |
15%
|
| |
≤110% of Target
|
| |
$861
|
| |
≤90% of Target
|
|
|
Adjusted EBITDA(4)
|
| |
30%
|
| |
≥85% of Target
|
| |
$204.3M
|
| |
≥110% of Target
|
|
|
Safety & Environmental Performance
|
| |
|
| |
|
| |
|
| |
|
|
|
Reduction in Companywide TRIFR(5)
|
| |
7.5%
|
| |
Maintain 2018 performance
|
| |
10% reduction from 2018
|
| |
≥20% reduction from 2018
|
|
|
Decrease in Significant Spills(6)
|
| |
7.5%
|
| |
Maintain significant spills at 2018 level
|
| |
10% reduction from 2018 level
|
| |
≥20% reduction from 2018 level
|
|
(1)
|
Payouts for each measure are 50% for “Minimum”, 100% for “Target” and 200% for “Maximum”. Payouts are interpolated for performance between minimum and maximum.
|
(2)
|
Silver equivalent production and gold production are split pro rata based on an assumed silver equivalent/gold revenue split in Coeur’s 2019 budget. The actual weightings on that basis were 10% for silver equivalent production and 15% for gold production. Silver equivalent production includes zinc and lead production as silver equivalents based on an assumed silver-to-zinc and -lead ratio of 0.05:1 and 0.04:1.
|
(3)
|
Our CAS per silver equivalent ounce and gold ounce metrics each measure performance against a target based on the Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between the actual realized metals prices and budget prices, whether having a positive or negative impact, are not factored into the calculation in order to ensure a consistent assessment of performance against budget. Silver equivalent CAS includes zinc and lead as silver equivalents. Please see “Appendix A – Certain Additional Information” for reconciliations of GAAP to non-GAAP financial measures included in this section.
|
(4)
|
Our adjusted EBITDA metric measures performance against a target based on the Board-approved budget set at the beginning of the year. In setting the goal and evaluating performance against it, items that arise during the year that were not contemplated by the budget, including variances between actual realized metals prices and budgeted prices, whether having a positive or negative impact, are not factored into the calculation in order to ensure a consistent assessment of performance against budget.
|
(5)
|
TRIFR performance is measured for employees and contractors working at the Company’s sites. Payout subject to +/- 25% adjustment for performance in the top or bottom quartile, respectively, of the top 10 metals mining companies using a database maintained by the Mine Safety and Health Administration.
|
(6)
|
“Significant Spills” means spills or releases exceeding certain volumetric thresholds that have been standardized across our operating sites to hold all sites accountable to a strict standard regardless of local jurisdiction standards.
|
►
|
Major project and operational execution, including strategic transformation
|
►
|
Mitigation of risk
|
►
|
Enhancement of each executive’s responsibilities
|
►
|
Support of Coeur’s values regarding worker safety and health, social, environmental and corporate responsibility
|
►
|
A commitment to the talent development and retention of our employees
|
►
|
Continued personal development and adherence to Company culture and behavior
|
2019 AIP Corporate Objectives
|
| |
Aggregate payout at 67% of target driven by lower-than-expected production at Silvertip and Rochester which offset strong gold production, costs and safety and environmental performance
|
|
Metric
|
| |
2019 Target
|
| |
2019
Performance |
| |
Performance
(% of target) |
| |
Payout
(% of target) |
| |
Weight
|
| |
Weighted Payout
(% of target) |
|
|
Silver Equivalent(1) Production (ounces)
|
| |
19.3M
|
| |
13.9M
|
| |
72%
|
| |
0%
|
| |
10%
|
| |
0%
|
|
|
Gold Production (ounces)
|
| |
363,175
|
| |
359,419
|
| |
99%
|
| |
93%
|
| |
15%
|
| |
14%
|
|
|
Silver Equivalent(1) CAS per ounce
|
| |
$12.10
|
| |
$16.69
|
| |
138%
|
| |
0%
|
| |
15%
|
| |
0%
|
|
|
Gold CAS per ounce
|
| |
$861
|
| |
$878
|
| |
102%
|
| |
90%
|
| |
15%
|
| |
14%
|
|
|
Adjusted EBITDA
|
| |
$204.3M
|
| |
$175.2M
|
| |
86%
|
| |
53%
|
| |
30%
|
| |
16%
|
|
|
Reduction in company-wide TRIFR
|
| |
10% reduction
from 2018 |
| |
11% reduction
|
| |
110%
|
| |
115%
|
| |
7.5%
|
| |
9%
|
|
|
Decrease in Significant Spills
|
| |
10% reduction
from 2018 |
| |
73% reduction
|
| |
730%
|
| |
200%
|
| |
7.5%
|
| |
15%
|
|
|
Total(2)
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
67%
|
|
(1)
|
Includes zinc and lead as silver equivalent.
|
(2)
|
Total is less than sum of individual measures due to rounding.
|
|
Named Executive Officer
|
| |
2019
Base Salary |
| |
2019
Target AIP % |
| |
Company
% Weighting |
| |
Individual %
Weighting |
| |
2019
Individual % Amount* |
| |
2019 AIP
Payout |
| |
% Change
from 2018 |
|
|
Mitchell J. Krebs,
President & Chief Executive Officer |
| |
$675,000
|
| |
125%
|
| |
100%
|
| |
0%
|
| |
N/A
|
| |
$565,313
|
| |
+17.5%
|
|
|
Thomas S. Whelan,
Senior Vice President & Chief Financial Officer |
| |
$330,000
|
| |
75%
|
| |
80%
|
| |
20%
|
| |
110%
|
| |
$187,110
|
| |
N/A%
|
|
|
Casey M. Nault,
Senior Vice President, General Counsel & Secretary |
| |
$375,000
|
| |
100%
|
| |
80%
|
| |
20%
|
| |
125%
|
| |
$294,750
|
| |
+62.2%
|
|
|
Hans J. Rasmussen,
Senior Vice President, Exploration |
| |
$300,000
|
| |
75%
|
| |
30%
|
| |
70%
|
| |
90%
|
| |
$186,975
|
| |
+30.0%
|
|
|
Emilie C. Schouten,
Senior Vice President, Human Resources |
| |
$300,000
|
| |
75%
|
| |
70%
|
| |
30%
|
| |
110%
|
| |
$179,775
|
| |
+63.0%
|
|
|
Named Executive Officer
|
| |
2018 LTIP Grants
% of Salary |
| |
2019 LTIP Grant
|
| |
YOY Change of Target %
|
| |
Reason
|
| |||
|
% of Salary
|
| |
$Amount
|
| ||||||||||||
|
Mitchell J. Krebs
|
| |
300%
|
| |
300%
|
| |
$2,025,000
|
| |
None
|
| |
N/A
|
|
|
Thomas S. Whelan
|
| |
N/A
|
| |
225%
|
| |
$742,500
|
| |
None
|
| |
N/A
|
|
|
Casey M. Nault
|
| |
225%
|
| |
225%
|
| |
$843,750
|
| |
None
|
| |
N/A
|
|
|
Hans J. Rasmussen
|
| |
190%
|
| |
190%
|
| |
$570,000
|
| |
None
|
| |
N/A
|
|
|
Emilie C. Schouten
|
| |
110%
|
| |
190%
|
| |
$570,000
|
| |
+80%
|
| |
Growth in role
|
|
►
|
Three-Year Growth in Reserves and Mineralized Material – 50% of 2019 Performance Share Opportunity
|
►
|
proven and probable reserves - 100%
|
►
|
measured and indicated mineralized material - 75%
|
►
|
inferred mineralized material - 50%.
|
►
|
Three-Year Growth in Operating Cash Flow Per Share – 50% of 2019 Performance Share Opportunity
|
►
|
Three-Year Change in Reserves and Mineralized Material for 2019 Grant (2019-2021 Performance Period)
|
|
Payout Target
|
| |
25%
|
| |
50%
|
| |
75%
|
| |
100%
|
| |
125%
|
| |
150%
|
| |
175%
|
| |
200%
|
|
|
Performance Target
|
| |
30%
Decrease |
| |
20%
Decrease |
| |
10%
Decrease |
| |
Target (AgEqOz)
|
| |
15%
Increase |
| |
30%
Increase |
| |
45%
Increase |
| |
60%+
Increase |
|
|
Target
|
| |
623M
|
| |
712M
|
| |
801M
|
| |
889M
|
| |
1,023M
|
| |
1,157M
|
| |
1,290M
|
| |
1,423M
|
|
►
|
Three-Year Change in Operating Cash Flow (OCF) Per Share for 2019 Grant (2019-2021 Performance Period)
|
|
Payout Target
|
| |
25%
|
| |
50%
|
| |
75%
|
| |
100%
|
| |
125%
|
| |
150%
|
| |
200%
|
|
|
Performance Target
|
| |
15%
Decrease |
| |
10%
Decrease |
| |
5%
Decrease |
| |
Target
|
| |
5%
Increase |
| |
10%
Increase |
| |
15%+
Increase |
|
|
Target (OCF per share)
|
| |
$0.09
|
| |
$0.10
|
| |
$0.11
|
| |
$0.11
|
| |
$0.12
|
| |
$0.12
|
| |
$0.13
|
|
Payouts for 2017-2019 Performance Shares
|
| |
Overall Result: Payout at 28% of target driven by bottom quartile 3-year relative TSR performance among peers, below threshold OCF per share performance and a 2.5% increase in reserves and mineralized material per share
|
► Three-Year Relative TSR Performance
(2017-2019 Performance Period) |
| |
Result: Zero payout due to three-year relative TSR in the 22nd percentile of peer group
|
|
Performance Level
|
| |
2017-2019
Actual TSR (Annualized) |
| |
Shares Earned at
Performance Level (% of Target) |
|
|
Maximum (75th percentile)
|
| |
13.3%
|
| |
150%
|
|
|
Target (50th percentile)
|
| |
1.9%
|
| |
100%
|
|
|
Minimum (25th percentile)
|
| |
-12.6%
|
| |
25%
|
|
|
Coeur
|
| |
-15.7%
|
| |
0%
|
|
► Three-Year Change in Operating Cash Flow Per Share (2017-2019 Performance Period)
|
| |
Result: Zero payout for OCF per share component driven by below-target 2019 OCF performance and an increase in shares outstanding during the performance period
|
(1)
|
Based on average shares of common stock outstanding during 2016. See calculations of target ratio in table below
|
|
In millions except per share data
|
| |
2016
|
| |
2019
|
|
|
Operating Cash Flow
|
| |
$99.3
|
| |
$91.9
|
|
|
Average Shares Outstanding
|
| |
159.8
|
| |
218.8
|
|
|
Operating Cash Flow per Share
|
| |
$0.62
|
| |
$0.42
|
|
|
% Increase/(Decrease)
|
| |
|
| |
-32.3%
|
|
► Three-Year Change in Reserves and Measured and Indicated Mineralized Material Per Share (2017-2019 Performance Period)
|
| |
Result: Payout at 113% due to 2.5% increase in the metric over the three-year performance period. Growth in reserves and measured and indicated mineralized material during the performance period was partially offset by an increase in shares outstanding over the performance period
|
(1)
|
Based on total proven and probable reserves and measured and indicated mineralized material, on an AgEqOz basis using assumed silver-to-gold, -lead and -zinc ratios of 60:1, 0.04:1 and 0.05:1, respectively, divided by shares of common stock outstanding as of December 31, 2016. See calculations of target ratio in table below.
|
|
In millions except per share data
|
| |
2016
|
| |
2019
|
|
|
Ounces of AgEq Reserves (60:1)
|
| |
576.6
|
| |
789.9
|
|
|
Shares Outstanding at Year-End
|
| |
180.9
|
| |
241.5
|
|
|
Ounces of AgEq Reserves + Measured and Indicated Mineralized Material per Share
|
| |
3.19
|
| |
3.27
|
|
|
% Increase/(Decrease)
|
| |
|
| |
2.50%
|
|
|
Named Executive Officer*
|
| |
Target Performance Shares at Grant Date
|
| |
Value at Target
|
| |
# of Performance
Shares Awarded |
| |
Value Realized at
Award Date |
|
|
Mitchell J. Krebs
|
| |
26,482
|
| |
$303,749
|
| |
29,924
|
| |
$188,521
|
|
|
Casey M. Nault
|
| |
11,034
|
| |
$126,560
|
| |
12,468
|
| |
$78,548
|
|
|
Hans J. Rasmussen
|
| |
7,081
|
| |
$81,219
|
| |
8,002
|
| |
$50,413
|
|
|
Emilie C. Schouten
|
| |
3,308
|
| |
$37,943
|
| |
3,738
|
| |
$23,549
|
|
*
|
Mr. Whelan became an NEO after the 2017 grant and did not have any awards for this period.
|
|
Position
|
| |
Stock Ownership Guideline
|
|
|
CEO
|
| |
6x base salary
|
|
|
CFO/COO/GC
|
| |
4x base salary
|
|
|
Other Section 16 Executive Officers
|
| |
2x base salary
|
|
|
Non-Employee Directors
|
| |
5x base annual director cash retainer
|
|
|
|
| |
|
|
|
Annual Common Stock Retainer
|
| |
$90,000
|
|
|
Annual Cash Retainer
|
| |
$90,000
|
|
|
Independent Chairman Annual Retainer
|
| |
$150,000
|
|
|
Audit Committee Chair Annual Retainer
|
| |
$25,000
|
|
|
Compensation and Leadership Development Committee Chair Annual Retainer
|
| |
$25,000
|
|
|
Environmental, Health, Safety and Corporate Social Responsibility Committee Chair Annual Retainer
|
| |
$25,000
|
|
|
Nominating and Corporate Governance Committee Chair Annual Retainer
|
| |
$10,000
|
|
|
Name
|
| |
Fees Earned
or Paid in Cash ($)(a) |
| |
Stock
Awards ($)(b) |
| |
Total
($)(c) |
|
|
Robert E. Mellor
|
| |
250,000
|
| |
90,000
|
| |
340,000
|
|
|
Linda L. Adamany
|
| |
115,000
|
| |
90,000
|
| |
205,000
|
|
|
Sebastian Edwards
|
| |
90,000
|
| |
90,000
|
| |
180,000
|
|
|
Randolph E. Gress
|
| |
90,000
|
| |
90,000
|
| |
180,000
|
|
|
Eduardo Luna
|
| |
90,000
|
| |
90,000
|
| |
180,000
|
|
|
Jessica McDonald
|
| |
90,000
|
| |
90,000
|
| |
180,000
|
|
|
John H. Robinson
|
| |
115,000
|
| |
90,000
|
| |
205,000
|
|
|
Brian E. Sandoval(d)
|
| |
97,020
|
| |
74,500
|
| |
171,520
|
|
|
J. Kenneth Thompson
|
| |
110,000
|
| |
90,000
|
| |
200,000
|
|
|
Kevin S. Crutchfield(e)
|
| |
10,879
|
| |
90,000
|
| |
100,879
|
|
(a)
|
The aggregate dollar amount of all fees paid in cash for services as a director, including annual retainer fees, committee and/or chairmanship fees.
|
(b)
|
The assumptions used to calculate the valuation of the awards are set forth in Note 15 to the Notes to Audited Consolidated Financial Statements in Coeur’s Annual Report. Stock is granted in full shares which may not equal exactly the stock portion of the retainer.
|
(c)
|
As of December 31, 2019, none of our outside directors held outstanding unvested or unexercised equity awards as all prior stock options have expired and director stock awards are now fully vested upon grant.
|
(d)
|
Due to the timing of his election to the Board in the first quarter of 2019, Mr. Sandoval received $97,020 instead of $90,000 in cash fees in respect of his service in 2019 as a result of a difference in the timing of payments to him as compared with the other directors, who received a portion of 2019 fees during the fourth quarter of 2018.
|
(e)
|
Mr. Crutchfield did not stand for reelection at the 2019 Annual Stockholders’ Meeting. His compensation reflects service through May 14, 2019.
|
|
Proposal No. 3: Advisory Resolution to Approve Executive Compensation
|
| |
The Board of Directors recommends a vote FOR the advisory resolution to approve
executive compensation |
|
►
|
We are asking our stockholders to vote on an advisory resolution to approve the compensation paid to our executive officers for 2019
|
►
|
Solid operational performance at Palmarejo, Kensington and Wharf and improving gold and silver prices during the year led to an 81% one-year increase in Coeur’s stock price, but delayed implementation of the new crushing circuit at Rochester and continued operational challenges at Silvertip weighed on overall operational and financial results
|
►
|
AIP for the CEO and other NEOs for Company performance paid out well below target, in-line with operational challenges at Silvertip and Rochester and weaker-than-anticipated financial performance
|
►
|
Performance share payout to NEOs for the 2017-2019 period was also significantly below target, driven by zero payout for three-year relative TSR performance in the bottom quartile among peers, zero payout for the OCF per share performance metric due to lower operating cash flow in 2019 and an increase in outstanding common shares, and 113% payout for the reserves and measured and indicated mineralized material per share due to a 37% increase in reserves and measured and indicated mineralized material partially offset by an increase in outstanding common shares.
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
Awards ($)(a) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation Earnings ($)(b) |
| |
Change in
Nonqualified Deferred Compensation Earnings ($)(c) |
| |
All Other
Compensation ($)(d) |
| |
Total
($) |
|
|
Mitchell J. Krebs President, Chief Executive Officer & Director
|
| |
2019
|
| |
675,000
|
| |
0
|
| |
2,147,770
|
| |
0
|
| |
565,313
|
| |
0
|
| |
89,552
|
| |
3,477,635
|
|
|
2018
|
| |
675,000
|
| |
0
|
| |
1,945,126
|
| |
0
|
| |
480,938
|
| |
0
|
| |
100,422
|
| |
3,201,486
|
| |||
|
2017
|
| |
675,000
|
| |
0
|
| |
2,036,646
|
| |
0
|
| |
904,500
|
| |
0
|
| |
106,463
|
| |
3,722,609
|
| |||
|
Thomas S. Whelan Senior Vice President & Chief Financial Officer
|
| |
2019
|
| |
330,000
|
| |
0
|
| |
787,510
|
| |
0
|
| |
187,110
|
| |
0
|
| |
222,627
|
| |
1,527,247
|
|
|
Casey M. Nault
Senior Vice President, General Counsel & Secretary |
| |
2019
|
| |
375,000
|
| |
0
|
| |
894,904
|
| |
0
|
| |
294,750
|
| |
0
|
| |
27,547
|
| |
1,592,201
|
|
|
2018
|
| |
375,000
|
| |
0
|
| |
810,463
|
| |
0
|
| |
181,688
|
| |
0
|
| |
38,839
|
| |
1,405,991
|
| |||
|
2017
|
| |
375,000
|
| |
0
|
| |
848,588
|
| |
0
|
| |
354,938
|
| |
0
|
| |
51,399
|
| |
1,629,925
|
| |||
|
Hans Rasmussen
Senior Vice President, Exploration |
| |
2019
|
| |
300,000
|
| |
0
|
| |
604,550
|
| |
0
|
| |
186,975
|
| |
0
|
| |
29,481
|
| |
1,121,006
|
|
|
2018
|
| |
300,000
|
| |
0
|
| |
547,512
|
| |
0
|
| |
144,180
|
| |
0
|
| |
29,352
|
| |
1,021,044
|
| |||
|
2017
|
| |
285,000
|
| |
0
|
| |
544,615
|
| |
0
|
| |
159,600
|
| |
0
|
| |
42,425
|
| |
1,031,640
|
| |||
|
Emilie C. Schouten Senior Vice President,
Human Resources |
| |
2019
|
| |
300,000
|
| |
0
|
| |
604,550
|
| |
0
|
| |
179,775
|
| |
|
| |
25,468
|
| |
1,109,793
|
|
|
2018
|
| |
275,000
|
| |
0
|
| |
290,561
|
| |
0
|
| |
110,385
|
| |
0
|
| |
27,973
|
| |
703,919
|
|
(a)
|
Set forth below is the aggregate grant date fair value of stock awards, as calculated in accordance with FASB ASC 718, granted in 2019. The assumptions used to calculate the valuation of the awards are set forth in Note 15 to the Notes to Consolidated Financial Statements in Coeur’s Annual Report.
|
|
Named Executive Officer
|
| |
Restricted
share award(1) ($) |
| |
Performance share
award(2) ($) |
|
|
Mr. Krebs
|
| |
822,752
|
| |
1,325,018
|
|
|
Mr. Whelan
|
| |
301,674
|
| |
485,836
|
|
|
Mr. Nault
|
| |
342,815
|
| |
552,089
|
|
|
Mr. Rasmussen
|
| |
231,586
|
| |
372,964
|
|
|
Ms. Schouten
|
| |
231,586
|
| |
372,964
|
|
(1)
|
The restricted share awards vest one-third on the first, second and third anniversaries, respectively, of the date of grant.
|
(2)
|
Performance share awards cliff-vest based on the attainment of performance goals over a three-year period. The actual value to the NEO of the performance share portions of the grant depends the extent to which certain performance criteria are met over the three-year period as explained in “Compensation Discussion and Analysis”. The grant date fair value of the 2019 performance shares at target is shown in the above table, while the value of these 2019 grants at the time of grant assuming the maximum level of performance was achieved is as follows: for Mr. Krebs $3,312,546; for Mr. Whelan $1,214,590; for Mr. Nault $1,380,222; for Mr. Rasmussen $932,410; and for Ms. Schouten $932,410.
|
(b)
|
Includes amounts paid under the AIP.
|
(c)
|
Participants in our Deferred Compensation Plan do not receive preferential or above-market plan earnings.
|
|
|
| |
|
| |
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#)(c) |
| |
Grant Date
Fair Value of Stock and Options Award ($)(d) |
| ||||||||||||
|
Named Executive Officer
|
| |
Grant
Date |
| |
Threshold
($)(a) |
| |
Target
($)(a) |
| |
Maximum
($)(a) |
| |
Threshold
(#)(b) |
| |
Target
(#)(b) |
| |
Maximum
(#)(b) |
| ||||||
|
Mitchell J. Krebs
|
| |
|
| |
421,875
|
| |
843,750
|
| |
1,687,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
29,897
|
| |
119,587
|
| |
298,968
|
| |
|
| |
662,512
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
29,897
|
| |
119,586
|
| |
298,965
|
| |
|
| |
662,506
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
159,448
|
| |
822,752
|
|
|
Thomas S. Whelan
|
| |
|
| |
123,750
|
| |
247,500
|
| |
495,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
10,962
|
| |
43,848
|
| |
109,620
|
| |
|
| |
242,918
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
10,962
|
| |
43,848
|
| |
109,620
|
| |
|
| |
242,918
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
58,464
|
| |
301,674
|
|
|
Casey M. Nault
|
| |
|
| |
187,500
|
| |
375,000
|
| |
750,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
12,457
|
| |
49,828
|
| |
124,570
|
| |
|
| |
276,047
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
12,457
|
| |
49,827
|
| |
124,570
|
| |
|
| |
276,042
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
66,437
|
| |
342,815
|
|
|
Hans Rasmussen
|
| |
|
| |
112,500
|
| |
225,000
|
| |
450,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
8,415
|
| |
33,661
|
| |
84,153
|
| |
|
| |
186,482
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
8,415
|
| |
33,661
|
| |
84,153
|
| |
|
| |
186,482
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
44,881
|
| |
231,586
|
|
|
Emilie C. Schouten
|
| |
|
| |
103,125
|
| |
206,250
|
| |
412,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
8,415
|
| |
33,661
|
| |
84,153
|
| |
|
| |
186,482
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
8,415
|
| |
33,661
|
| |
84,153
|
| |
|
| |
186,482
|
|
|
|
| |
2/5/2019
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
44,881
|
| |
231,586
|
|
(a)
|
The applicable range of estimated payouts under the AIP denominated in dollars (threshold, target, and maximum amount). Please refer to the discussion in “Compensation Discussion and Analysis — 2019 Executive Compensation Results — AIP”.
|
(b)
|
The number of performance shares to be paid out or vested within the applicable range of estimated payouts (threshold at 25%, target at 100%, and maximum amount at 200%) as determined by the achievement of specific operational goals over a three-year period and satisfaction of time-based vesting conditions. Please refer to the discussion in “Compensation Discussion and Analysis — 2019 Executive Compensation Results — Long-Term Equity Incentive Awards”.
|
(c)
|
This column consists of the annual restricted share grants as described above in the “Compensation Discussion and Analysis — 2019 Executive Compensation Results — Long-Term Equity Incentive Awards”.
|
(d)
|
Fair Value of stock awards granted on the award date.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Named Executive Officer
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable (a) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock that Have Not Vested (#)(b) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c) |
| |
Equity
Incentive Plan Awards: Market or Payable Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(d) |
|
|
Mitchell J. Krebs
|
| |
13,167
|
| |
0
|
| |
$15.40
|
| |
3/2/2020
|
| |
251,255
|
| |
$2,030,140
|
| |
498,704
|
| |
$4,029,528
|
|
|
|
| |
11,496
|
| |
0
|
| |
$27.45
|
| |
1/3/2021
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
22,631
|
| |
0
|
| |
$27.66
|
| |
1/31/2022
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
30,487
|
| |
0
|
| |
$23.90
|
| |
1/22/2023
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Thomas S. Whelan
|
| |
0
|
| |
0
|
| |
|
| |
|
| |
58,464
|
| |
$472,389
|
| |
87,696
|
| |
$708,584
|
|
|
Casey M. Nault
|
| |
9,036
|
| |
0
|
| |
$19.01
|
| |
5/7/2022
|
| |
104,689
|
| |
$845,887
|
| |
207,792
|
| |
$1,678,959
|
|
|
|
| |
9,171
|
| |
0
|
| |
$23.90
|
| |
1/22/2023
|
| |
|
| |
|
| |
|
| |
|
|
|
Hans J. Rasmussen
|
| |
5,598
|
| |
0
|
| |
$11.88
|
| |
10/1/2023
|
| |
70,391
|
| |
$568,759
|
| |
138,884
|
| |
$1,122,183
|
|
|
Emilie C. Schouten
|
| |
0
|
| |
0
|
| |
|
| |
|
| |
58,020
|
| |
$468,802
|
| |
103,501
|
| |
$836,288
|
|
(a)
|
Options that expire March 2, 2020 through October 1, 2023 were fully vested as of December 31, 2019.
|
(b)
|
With respect to the number of restricted shares granted and unvested as of December 31, 2019:
|
►
|
For Mr. Krebs, a grant of 70,619 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 102,402 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 159,448 restricted shares that vests one-third annually beginning February 5, 2020.
|
►
|
For Mr. Whelan, a grant of 58,464 of restricted shares that vests one-third annually beginning February 5, 2020.
|
►
|
For Mr. Nault, a grant of 29,424 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 42,667 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 66,437 restricted shares that vests one-third annually beginning February 5, 2020.
|
►
|
For Mr. Rasmussen, a grant of 18,884 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 28,824 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 44,881 restricted shares that vests one-third annually beginning February 5, 2020.
|
►
|
For Ms. Schouten, a grant of 8,823 restricted shares that vests one-third annually beginning January 18, 2018, a grant of 15,297 restricted shares that vests one-third annually beginning February 5, 2019 and a grant of 44,881 restricted shares that vests one-third annually beginning February 5, 2020.
|
(c)
|
The total number of performance shares and performance units that do not vest until the end of the three-year performance period, if at all. Performance shares and performance unit awards that were outstanding as of December 31, 2019 were granted January 18, 2017, May 9, 2018 and February 5, 2019.
|
(d)
|
The total fair market value at the end of the fiscal year based on the closing market price of Coeur’s common stock on the New York Stock Exchange on December 31, 2019, the final trading day of 2019, of $8.08.
|
|
|
| |
Option Awards
|
| |
Restricted Stock Awards
|
| ||||||
|
Named Executive Officer
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on
Exercise (#)(a) |
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized on
Vesting ($)(b) |
|
|
Mitchell J. Krebs
|
| |
—
|
| |
—
|
| |
644,470
|
| |
3,433,403
|
|
|
Thomas S. Whelan
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
Casey M. Nault
|
| |
—
|
| |
—
|
| |
207,404
|
| |
1,102,170
|
|
|
Hans J. Rasmussen
|
| |
—
|
| |
—
|
| |
171,064
|
| |
911,181
|
|
|
Emilie C. Schouten
|
| |
—
|
| |
—
|
| |
15,331
|
| |
73,272
|
|
(a)
|
The aggregate dollar value realized upon exercise of options (i.e., the difference between the market price of the underlying shares at exercise and the exercise price) or upon the transfer of an award for value.
|
(b)
|
The aggregate dollar value realized upon vesting of restricted stock (i.e., the number of shares times the market price of the underlying shares on the vesting date) or upon the transfer of an award for value.
|
|
Named Executive Officer
|
| |
Executive
Contributions in Last FY ($)(a) |
| |
Registrant
Contributions in Last FY ($)(b) |
| |
Aggregate
Earnings in Last FY ($)(c) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($)(d) |
|
|
Mitchell J. Krebs
|
| |
|
| |
35,038
|
| |
186,799
|
| |
297,763
|
| |
825,689
|
|
|
Thomas S. Whelan
|
| |
|
| |
5,307
|
| |
—
|
| |
—
|
| |
—
|
|
|
Casey M. Nault
|
| |
|
| |
11,068
|
| |
3,444
|
| |
—
|
| |
83,267
|
|
|
Hans J. Rasmussen
|
| |
|
| |
6,567
|
| |
695
|
| |
—
|
| |
38,744
|
|
|
Emilie C. Schouten
|
| |
|
| |
5,215
|
| |
168
|
| |
—
|
| |
10,325
|
|
(a)
|
The amount in this column represents fiscal year 2019 deferred compensation, and such amount has been included in the amount, which is reported in the “Non-Equity Incentive Plan Compensation Earnings” column of the Summary Compensation Table.
|
(b)
|
The amount in this column is reported in footnote (d) to the All Other Compensation column of the Summary Compensation Table as follows: for 2019, each of Mr. Krebs, Mr. Whelan, Mr. Nault, Mr. Rasmussen and Ms. Schouten received an additional contribution from the Company into the Deferred Compensation Plan in the amount of $35,038, $5,307, $11,068, $6,567 and $5,215, respectively. This amount was earned in 2019 but paid during the first quarter of 2020.
|
(c)
|
The amount in this column is not included in the Summary Compensation Table because plan earnings were not preferential or above-market.
|
(d)
|
The aggregate balances at last fiscal year-end reported in this table include the following amounts that were previously reported as compensation in the Summary Compensation Table of the Company’s proxy statements for prior years:
|
|
Named Executive Officer
|
| |
Amounts
Previously Reported ($) |
|
|
Mitchell J. Krebs
|
| |
434,631
|
|
|
Thomas S. Whelan
|
| |
—
|
|
|
Casey M. Nault
|
| |
78,552
|
|
|
Hans J. Rasmussen
|
| |
23,772
|
|
|
Emilie C. Schouten
|
| |
5,626
|
|
►
|
any organization, group or person (“Person”) (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Coeur representing 35% or more of the combined voting power of the then outstanding securities of Coeur;
|
►
|
during any two-year period, a majority of the members of the Board serving at the effective date of the change-in-control arrangement is replaced by directors who are not nominated and approved by the Board;
|
►
|
a majority of the members of the Board is represented by, appointed by or affiliated with any Person who the Board has determined is seeking to effect a change in control of Coeur; or
|
►
|
we are combined with or acquired by another company and the Board determines, either before such event or thereafter, by resolution, that a change in control will occur or has occurred.
|
►
|
a lump sum equivalent to 2.75 times his base salary and target annual incentive plan award for the year in which the termination occurs; and
|
►
|
continuation of health care benefits for Mr. Krebs and his dependents for up to one year following the termination.
|
►
|
a lump sum equivalent to 2.75 times Mr. Krebs’s base salary and target annual incentive plan award for the year in which the change in control occurs; and
|
►
|
continuation of health care benefits for Mr. Krebs and his dependents for up to two years following the change in control; and
|
►
|
accelerated vesting of unvested grants of equity, as more fully described in the footnotes to the following table.
|
►
|
a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the termination occurs; and
|
►
|
continuation of health care benefits for the employee and his or her dependents for up to one year following the termination.
|
►
|
a lump sum equivalent to two times the executive’s base salary and target annual incentive plan award for the year in which the change in control occurs;
|
►
|
continuation of health care benefits for the employee and his or her dependents for up to 18 months following the change in control; and
|
►
|
accelerated vesting of unvested grants of equity, as more fully described in the footnotes to the following table.
|
|
Named Executive Officer
|
| |
Cash
Severance Payments ($)(a) |
| |
Continuation
of Medical/ Welfare Benefits (present value) ($)(b) |
| |
Accelerated
Vesting of Equity Awards ($)(c) |
| |
Total
Termination Benefits ($) |
| |||
|
Mitchell J. Krebs
|
| |
|
| |
|
| |
|
| |
|
| |||
|
►
|
| |
Not for cause—Involuntary
|
| |
4,176,563
|
| |
21,871
|
| |
0
|
| |
4,198,434
|
|
|
►
|
| |
Death & Disability
|
| |
0
|
| |
0
|
| |
6,059,677
|
| |
6,059,677
|
|
|
►
|
| |
Not for cause—voluntary under age 65
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Change in Control, without termination
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Termination subsequent to a Change in Control(d)
|
| |
4,176,563
|
| |
44,317
|
| |
3,742,167
|
| |
7,963,047
|
|
|
Thomas S. Whelan
|
| |
|
| |
|
| |
|
| |
|
| |||
|
►
|
| |
Not for cause—Involuntary
|
| |
1,155,000
|
| |
12,287
|
| |
0
|
| |
1,167,287
|
|
|
►
|
| |
Death & Disability
|
| |
0
|
| |
0
|
| |
1,180,973
|
| |
1,180,973
|
|
|
►
|
| |
Not for cause—voluntary under age 65
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Change in Control, without termination
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Termination subsequent to a Change in Control(d)
|
| |
1,155,000
|
| |
18,642
|
| |
708,368
|
| |
1,882,010
|
|
|
Casey M. Nault
|
| |
|
| |
|
| |
|
| |
|
| |||
|
►
|
| |
Not for cause—Involuntary
|
| |
1,500,000
|
| |
24,126
|
| |
0
|
| |
1,524,126
|
|
|
►
|
| |
Death & Disability
|
| |
0
|
| |
0
|
| |
2,524,846
|
| |
2,524,846
|
|
|
►
|
| |
Not for cause—voluntary under age 65
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Change in Control, without termination
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Termination subsequent to a Change in Control(d)
|
| |
1,500,000
|
| |
37,463
|
| |
1,559,225
|
| |
3,096,688
|
|
|
Hans J. Rasmussen
|
| |
|
| |
|
| |
|
| |
|
| |||
|
►
|
| |
Not for cause—Involuntary
|
| |
1,050,000
|
| |
23,941
|
| |
0
|
| |
1,073,941
|
|
|
►
|
| |
Death & Disability
|
| |
0
|
| |
0
|
| |
1,690,942
|
| |
1,690,942
|
|
|
►
|
| |
Not for cause—voluntary under age 65
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Change in Control, without termination
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Termination subsequent to a Change in Control(d)
|
| |
1,050,000
|
| |
37,175
|
| |
1,047,248
|
| |
2,134,423
|
|
|
Emilie C. Schouten
|
| |
|
| |
|
| |
|
| |
|
| |||
|
►
|
| |
Not for cause—Involuntary
|
| |
1,050,000
|
| |
0
|
| |
0
|
| |
1,050,000
|
|
|
►
|
| |
Death & Disability
|
| |
0
|
| |
0
|
| |
1,305,090
|
| |
1,305,090
|
|
|
►
|
| |
Not for cause—voluntary under age 65
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Change in Control, without termination
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
►
|
| |
Termination subsequent to a Change in Control(d)
|
| |
1,050,000
|
| |
0
|
| |
773,441
|
| |
1,823,441
|
|
(a)
|
Cash severance payments consist of 2.75 times, for Mr. Krebs, and 2.0 times, for other executives, the sum of annual base salary plus target annual incentive opportunity.
|
(b)
|
In the event of a qualifying termination not in connection with a change in control, NEOs receive continued payment of employee health care benefits or costs of benefits for up to 12 months. In the event of a change in control and a subsequent qualifying termination of employment within two years following the change in control, NEOs receive continued payment of employee health care benefits or costs of benefits for up to 18 months, except in the case of the CEO in which case the benefits would be available for up to 24 months. This column represents the net present value of health plan benefits provided upon termination.
|
(c)
|
Represents the value of any unvested stock options, restricted stock or other equity awards that were not vested as of the relevant date and whose vesting was accelerated.
|
►
|
In the event of death or disability, all options, restricted stock grants, and performance share grants would vest 100%, with the performance shares vesting at target. The NEOs would have 12 months from the date of death or disability to exercise their options, except for nonqualified options granted prior to January 22, 2013 which permit up to three years to exercise in the event of disability.
|
►
|
In the event of a qualifying termination of employment within 90 days prior to and up to two years following a change in control, the NEOs would have up to 12 months from termination to exercise their options, except for incentive stock options granted between January 22, 2013 and May 13, 2015, which permit up to two years to exercise, instead of the usual 3 months. Our equity awards are “double trigger” accelerated vesting upon a change-in-control, meaning stock options and restricted stock will vest 100%, and performance shares will vest pro-rata based on the actual performance achieved up to the date of the change in control, in each case only upon a qualifying termination within 90 days prior to and up to two years after the change in control. For purposes of the above disclosures, the pro-rata achievement of performance targets was estimated using the elapsed time in the performance period occurring prior to the hypothetical change in control, compared to the total length of the performance period.
|
(d)
|
The severance payments will be reduced to keep the total payments from exceeding the cap imposed by the golden parachute rules of the Internal Revenue Service to the extent that such reduction will, on a net after-tax basis, provide the executive with a greater value than if no reduction was made and the executive paid any 280G-related excise tax payments. No values shown in the table have been reduced.
|
► the annual total compensation of our CEO, as reported in
the 2019 Summary Compensation Table on page 62 of this proxy statement, was $3,477,635; and |
| |
For 2019, the ratio of the annual total compensation of Mr. Krebs, our CEO, to the annual total compensation of our median compensated employee was 65 to 1
|
► the annual total compensation of our median compensated
employee (other than our CEO) was $53,734. |
|
►
|
We determined that, as of December 31, 2019, our employee population consisted of approximately 2,155 individuals with these individuals located in the United States, Canada and Mexico (as reported in Item 1, Business, in our Annual Report). This population consisted of our full-time, part-time, and temporary employees.
|
►
|
To identify the “median employee” from our employee population, we compared the amount of total cash compensation reflected in our payroll records. Total cash compensation includes base salary or hourly wages paid during 2019, as applicable, and amounts paid during 2019 under our AIP and other cash bonus arrangements. We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation.
|
►
|
Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $53,734. The median employee’s total compensation for 2019 included a contribution of $1,326.06 to the account of the employee in the Company’s 401(K) Retirement Plan. The Company contributes an amount equal to 100% of up to the first 4% of an employee’s eligible compensation contributed in 2019.
|
►
|
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table on page 62 of this proxy statement and incorporated by reference under Item 11 of Part III of our Annual Report.
|
►
|
by providing written notice to our Corporate Secretary;
|
►
|
by attending the Annual Meeting and voting in person (your attendance at the Annual Meeting will not by itself revoke your proxy);
|
►
|
by submitting a later-dated proxy card; or
|
►
|
if you submitted a proxy by telephone or Internet, by submitting a subsequent proxy by telephone or internet.
|
►
|
If you are a beneficial owner of Coeur common stock and have instructed a broker, bank or other nominee to vote your shares, you may follow the directions received from your broker, bank or other nominee to change or revoke those instructions.
|
|
Proposal
|
| |
Required Vote
|
| |
Effect of
Abstention |
| |
Broker Voting(1)
|
| |||
|
1
|
| |
Election of ten directors
|
| |
Majority of votes cast for each of the nominees
|
| |
None
|
| |
Broker may not vote shares without specific voting instructions.Broker non-votes have no effect on the approval of this proposal.
|
|
|
2
|
| |
Ratification of independent auditors for 2020
|
| |
Majority of votes cast for the action
|
| |
None
|
| |
Broker may vote shares if you do not provide specific voting instructions. There will be no broker non-votes.
|
|
|
3
|
| |
Advisory vote on executive compensation
|
| |
Majority of votes cast for the action
|
| |
None
|
| |
Broker may not vote shares without specific voting instructions.Broker non-votes have no effect on the approval of this proposal.
|
|
(1)
|
If you are a beneficial holder and do not provide specific voting instructions to your broker, the organization that holds your shares will not be authorized to vote your shares on “non-routine” proposals (Proposals 1 and 3), which would result in “broker non-votes” on these matters.
|
|
| |
Online at www.proxyvote.com
|
| |
|
| |
Call toll-free from the United States,
U.S. territories and Canada via 1-800-690-6903 |
|
| |
|
| |
|
| |
|
|
| |
Mail your signed proxy or voting
instruction form |
| |
|
| |
Attend the Annual Meeting in person
|
►
|
Proposals of stockholders intended to be submitted and presented at the 2021 Annual Meeting pursuant to the SEC Rule 14a-8 must be received by our Corporate Secretary, Coeur Mining, Inc., 104 South Michigan Avenue, Suite 900, Chicago, Illinois, no later than the close of business on November 30, 2020 in order for them to be considered for inclusion in the proxy statement for the 2021 Annual Stockholders’ Meeting (the “2021 Annual Meeting”).
|
►
|
A stockholder wishing to submit a proposal, including a director nomination, to be voted on at the 2021 Annual Meeting under the advance notice provisions included in our Bylaws or a director nomination for inclusion in the proxy materials for our 2021 Annual Meeting, must deliver notice of such proposal or director nomination as applicable, including the information specified in the Bylaws, to us no earlier than the close of business on January 12, 2021 and no later than the close of business on February 11, 2021. If the 2021 Annual Meeting is more than 30 days before or more than 70 days after the anniversary date of the 2020 Annual Meeting, such notice must be delivered to us no earlier than the close of business on the 120th day prior to the meeting and no later than the close of business on the later of the 90th day prior to the meeting or the 10th day following the date on which public announcement of such meeting is first made.
|
►
|
Failure to comply with the advance notice requirements will permit management to use its discretionary voting authority if and when the proposal is raised at the Annual Meeting without having had a discussion of the proposal in the proxy statement. For these purposes, “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Company on any calendar day, whether or not the day is a business day.
|
|
($ thousands)
|
| |
2019
|
| |
2018
|
|
|
Net income (loss)
|
| |
($341,203)
|
| |
($48,405)
|
|
|
Income (loss) from discontinued operations, net of tax
|
| |
(5,693)
|
| |
(550)
|
|
|
Interest expense, net of capitalized interest
|
| |
24,771
|
| |
24,364
|
|
|
Income tax provision (benefit)
|
| |
(11,129)
|
| |
(16,780)
|
|
|
Amortization
|
| |
178,876
|
| |
128,473
|
|
|
EBITDA
|
| |
($154,378)
|
| |
$87,102
|
|
|
Fair value adjustments, net
|
| |
(16,030)
|
| |
(3,638)
|
|
|
Impairment of equity securities
|
| |
—
|
| |
—
|
|
|
Foreign exchange (gain) loss
|
| |
4,346
|
| |
9,069
|
|
|
Gain on sale of Joaquin project
|
| |
—
|
| |
—
|
|
|
(Gain) loss on sale of assets and securities
|
| |
714
|
| |
(19)
|
|
|
Gain on repurchase of Rochester royalty
|
| |
—
|
| |
—
|
|
|
(Gain) loss on debt extinguishment
|
| |
1,282
|
| |
—
|
|
|
Mexico inflation adjustment
|
| |
—
|
| |
(1,939)
|
|
|
Transaction-related costs
|
| |
—
|
| |
5
|
|
|
Interest income on notes receivables
|
| |
(198)
|
| |
(1,776)
|
|
|
Manquiri sale consideration write-down
|
| |
—
|
| |
18,599
|
|
|
Silvertip inventory write-down
|
| |
64,610
|
| |
26,720
|
|
|
Wharf inventory write-down
|
| |
3,596
|
| |
—
|
|
|
Rochester In-Pit crusher write-down
|
| |
—
|
| |
3,441
|
|
|
Receivable write-down
|
| |
1,040
|
| |
6,536
|
|
|
Asset retirement obligation accretion
|
| |
12,154
|
| |
11,116
|
|
|
Inventory adjustments and write-downs
|
| |
5,904
|
| |
2,093
|
|
|
Impairment of long-lived assets
|
| |
250,814
|
| |
—
|
|
|
Write-downs
|
| |
—
|
| |
—
|
|
|
Adjusted EBITDA
|
| |
$173,854
|
| |
$157,309
|
|
|
Revenue
|
| |
$711,502
|
| |
$625,904
|
|
|
Adjusted EBITDA Margin
|
| |
24%
|
| |
25%
|
|
|
($ thousands)
|
| |
4Q 2019
|
| |
3Q 2019
|
| |
2Q 2019
|
|
|
Cash flow from operating activities
|
| |
$39,295
|
| |
$41,996
|
| |
$26,435
|
|
|
Capital expenditures
|
| |
(20,907)
|
| |
(30,678)
|
| |
(20,749)
|
|
|
Gold production royalty payments
|
| |
—
|
| |
—
|
| |
—
|
|
|
Free cash flow
|
| |
$18,388
|
| |
$11,318
|
| |
$5,686
|
|
|
($ millions)
|
| |
2019
|
|
|
Cash flow from operating activities
|
| |
$99.2
|
|
|
Capital expenditures
|
| |
(32.7)
|
|
|
Gold production royalty payments
|
| |
—
|
|
|
Free cash flow
|
| |
$66.5
|
|
|
($ millions)
|
| |
2019
|
|
|
Cash flow from operating activities
|
| |
$72.0
|
|
|
Capital expenditures
|
| |
($23.5)
|
|
|
Free cash flow
|
| |
$48.5
|
|
|
Prepayment, working capital cash flow
|
| |
($15.0)
|
|
|
Free cash flow (excl. prepayments)
|
| |
$33.5
|
|
|
($ millions)
|
| |
2019
|
|
|
Cash flow from operating activities
|
| |
$39.3
|
|
|
Capital expenditures
|
| |
(2.2)
|
|
|
Free cash flow
|
| |
$37.1
|
|
|
|
| |
2019
|
| |
2018
|
|
|
Average silver spot price per ounce
|
| |
$16.21
|
| |
$15.71
|
|
|
Average gold spot price per ounce
|
| |
$1,393
|
| |
$1,268
|
|
|
Average zinc spot price per pound
|
| |
$1.16
|
| |
$1.33
|
|
|
Average silver-to-zinc spot equivalence
|
| |
0.07:1
|
| |
0.08:1
|
|
|
Average lead spot price per pound
|
| |
$0.91
|
| |
$1.02
|
|
|
Average silver-to-lead spot equivalence
|
| |
0.06:1
|
| |
0.06:1
|
|