Form DEF 14A Coeur Mining, Inc.

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

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On behalf of Coeur Mining’s Board of Directors, we are pleased to invite you to our 2023 Annual Meeting of Stockholders to be held on May 9, 2023, at 9:30 a.m., Central Time. The Annual Meeting will be held again virtually this year. Our virtual Annual Meeting platform will allow you to actively participate in the Annual Meeting in the same manner you would at an in-person meeting. The attached Notice of Annual Meeting and Proxy Statement serve as your guide to the business that will be conducted at the meeting. You will also find information on how to vote your shares.

This past fiscal year we navigated unprecedented macroeconomic volatility and continued geopolitical tensions. Guided by our purpose statement, We Pursue a Higher Standard, we executed on our strategies, delivered strong results and advanced key initiatives in this challenging environment. In 2022 our executive compensation program was strongly aligned with our operational and financial performance and stockholder returns. Continued leading health, safety and environmental practices, together with strong production, was offset by higher unit costs and lower adjusted EBITDA than planned, resulting in a 94% payout under our annual incentive plan. Under our long-term incentive plan, strong three-year growth in reserves and resources and advancement of key milestones at Rochester and Silvertip was offset by underperformance on return on invested capital and, together with relative TSR performance in the bottom quartile of our peers, resulted in a 55% payout on the 2020 performance share awards. We invite you to read more about our 2022 operational and financial results in our 2022 Annual Report.

In 2022, we advanced our commitment to leading environmental, social and governance (ESG) practices aligned with creating long-term stockholder value and mitigating risk. Our ESG priorities are driven by an assessment of ESG factors that are most relevant to our business and strategy. We published an ESG Report with disclosures in line with the TCFD recommendations, SASB and incorporating elements of the GRI standards and UN Sustainable Development Goals (SDGs). Underscoring the strategic importance of this objective, we also tied 20% of the 2022 executive long-term performance share award to achieving our public greenhouse gas emissions net intensity reduction goal. We also advanced our human capital management efforts to provide career progression and unique internal development programs to invest in and retain future Company leaders, and improved upon our industry-leading safety programs and performance.

We continue to advance our work on diversity, equity and inclusion at all levels of our organization, including among our Board of Directors. Coeur achieved its publicly stated goal of increasing the number of female directors prior to the 2023 Annual Meeting with the election of Jeane Hull to the Board in 2022, increasing the overall diversity of our Board in 2022 to 50%. Our longstanding pledge to support the CEO ACTION for Diversity & Inclusion initiative publicly affirms Coeur’s existing practice of fostering a diverse and inclusive workforce while promoting and maintaining equity among all employees. Our directors continue to provide effective risk oversight and guidance, sharing strategic insight and practical expertise informed by their diverse skills, experiences, and backgrounds. We hope you will take the opportunity to read further in this proxy statement about our Board’s important governance role and we want to take this opportunity to thank John Robinson and Jessica McDonald for their service as directors and their many contributions to the Company.

Regardless of how many shares you own, your vote is important. Please read the Proxy Statement before exercising your vote. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. We encourage you to return your proxy to vote your shares in advance, even if you plan to attend the virtual 2023 Annual Stockholders’ Meeting. You can submit your proxy on the internet or by telephone, or by completing, signing, dating, and returning your proxy card or voting instruction form. Instructions on how to vote begin on page 94.

On behalf of the Board, the management team and employees, we thank you for your continued support of Coeur Mining and look forward to hosting you at this year’s meeting.

Respectfully,

 

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.

The Annual Meeting will be conducted in a virtual-only format, solely by means of a live audio webcast. Online access to the audio webcast will begin approximately 15 minutes before the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. Stockholders participating in the Annual Meeting will be able to vote their shares electronically during the Annual Meeting and may submit questions during the virtual event using the directions on the meeting website at www.virtualshareholdermeeting.com/cde2023. To participate in the Annual Meeting, you will need the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability. If you hold your shares in the name of a broker, bank, trustee or other nominee, you may need to contact your broker, bank, trustee or other nominee for assistance with your 16-digit control number or if you need to obtain one.

Please cast your vote as soon as possible by using one of the following methods:

For more information about voting, see “General Information” on page 94.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 9, 2023. This Proxy Statement and our 2022 Annual Report to Stockholders, which contains financial and other information concerning Coeur Mining, Inc., are available at www.proxyvote.com.

By order of the Board of Directors,

CASEY M. NAULT,

Senior Vice President, General Counsel and Chief ESG Officer (Company Secretary)

Coeur Mining, Inc.

March 30, 2023

This proxy statement contains numerous forward-looking statements within the meaning of Section 21E of the Exchange Act relating to our gold, silver, zinc and lead mining business, including statements regarding reserve and resource estimates, production levels, cash flow levels, growth, exploration efforts, capital expenditures, expectations regarding POA 11, environmental, social and governance (ESG) initiatives, return on invested capital, 2022 ESG Report timing and content, costs, risk profile, returns and advancement of strategic priorities. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plan,” “projected,” “contemplates,” “anticipates” or similar words and involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those projected in the forward-looking statements include: (i) the risk factors set forth in our Annual Report; (ii) the risk that anticipated production, cost, expenditure and expense levels are not attained; (iii) the risks and hazards inherent in the mining business (including risks inherent in developing large-scale mining projects, environmental hazards, industrial accidents, weather or geologically related conditions); (iv) changes in the market prices of gold and silver, and treatment and refining charges of gold and silver, and a sustained lower price or higher treatment and refining charge environment; (v) the impact of geopolitical conditions, pandemics or epidemics, climate change, extreme weather events and other macro conditions, including disruptions to operations, the need for heightened health and safety protocols, inflation and disruptions to our vendors, suppliers and the communities where we operate; (vi) the uncertainties inherent in the Company’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions and grade variability; (vii) any future labor disputes or work stoppages (involving the Company or its subsidiaries or third parties); (viii) the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and mineralized material; (ix) changes that could result from the Company’s future acquisition of new mining properties or businesses; (x) the loss of access to or insolvency of any third-party smelter or refiner to whom the Company markets its production; (xi) the effects of environmental and other governmental regulations and government shut-downs; (xii) the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; and (xiii) the Company’s ability to raise additional financing necessary to conduct its business, make payments or refinance its debt. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.

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

 

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

In 2022, we delivered strong financial and operating results while continuing to streamline our portfolio of core assets and advance the Rochester expansion project, which is expected to be a key catalyst, unlocking long-term value for our stockholders. The health and safety of our employees and the communities where we operate, as well as the protection of the environment, continued to be our top priorities, and we are proud of year-over-year improvement in safety and environmental performance. Finally, the Company’s continued investment in exploration resulted in reserve growth at all of our operating mines, which, together with new discoveries at our assets, lays the groundwork for future success.

 

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

The CD&A provides a detailed discussion of the philosophy, structure and compensation paid to our NEOs for 2022, and describes our leading compensation practices, changes in our compensation program in response to stockholder feedback, and the strong link between pay and Company performance. At our 2022 Annual Meeting, our stockholders again showed strong support for our executive compensation program with over 95% of the votes cast for the approval of our “say-on-pay” proposal.

In 2022, our CLD Committee continued to place a significant proportion of the compensation of our NEOs at risk in order to align pay with performance to a greater extent than our peers, as shown in the charts below.

 

Companywide AIP achievement of 94% of target was driven by solid gold production and silver production that was within public guidance and in line with internal targets, and overall strong safety and environmental performance, offset by higher costs and lower adjusted EBITDA than planned. Strong three-year growth in reserves and resources, driven by solid results from our exploration program and achievement of milestones related to our Rochester and Silvertip projects offset by below threshold performance on metrics tied to ROIC, together with a 25% payout reduction due to relative TSR performance in the bottom quartile of our peers, resulted in an overall 55% payout of the 2020 three-year performance share award.

For the three-year 2020-2022 period, our CEO received payouts for performance-based and “at-risk” elements of our compensation program that were 33% lower than the target payout level. During this same period, our stock price decreased by 58%.

 

 

 

 

 

We believe our Board should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business. The graphic below provides summary information about the skills and qualifications of all of our director nominees. More information about these skills, qualifications and demographic information, including with respect to each individual director, can be found beginning on page 10.

 

 

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

Building on our 2021 culture survey results, we are focused on improving baseline inclusion statistics and will seek employee feedback on these metrics in 2023 and beyond.

Coeur has established itself as an ESG leader among its peers. We continued to advance our ESG initiatives in 2022, including publishing our 2021 ESG Report, which included specific, objective goals to continue to improve our industry leading safety record, reduce the net intensity of our GHG emissions across the Company, build on our commitment to Diversity, Equity and Inclusion, and protect critical habitat. We formally designated executive accountability for ESG matters with the appointment of Casey Nault as our Chief ESG Officer in February 2022 and our Board and Committees are actively involved in oversight of ESG matters. Our 2022 ESG Report, expected to be published in the second quarter of 2023 will detail these and many other achievements, and will discuss additional ESG-related goals and progress across the Company. The report will also show continued efforts of making climate-related disclosure in-line with the recommendations of the TCFD, mapping to SASB and incorporating elements of the GRI framework and the U.N. SDGs. We are particularly proud to have achieved the following recent ESG accomplishments and awards:

 

 

Coeur is a precious metals mining company with operations and properties in the United States, Mexico and Canada. The management of our business requires the balancing of many considerations, including:

Our Board believes that it should possess a combination of skills, professional experience and diversity of viewpoints necessary to oversee our business, together with relevant technical skills or financial acumen that demonstrates an understanding of the financial and operational aspects and associated risks of a large, complex organization like Coeur. Our Corporate Governance Guidelines contain Board membership criteria, focused on ethics, integrity and values, sound business judgment, strength of character, mature judgment, professional experience, industry knowledge and diversity of viewpoints, all in the context of an assessment of the perceived needs of the Board at that point in time. Accordingly, the Board and the NCG Committee consider the qualifications of incumbent directors and director candidates individually and in the broader context of the Board’s overall composition and our current and future needs, including an incumbent director’s or potential director’s ability to contribute to the diversity of viewpoints and experience represented on the Board, and it regularly reviews its effectiveness in balancing these considerations when assessing the composition of the Board. In addition to relevant skills and

experience of incumbent directors and director candidates, the Board and the NCG Committee consider gender diversity to be important and are mindful of female representation on the Board when filling Board vacancies and when changing its composition. Coeur has nominated nine people for election as directors in this Proxy Statement, including three female nominees who, if elected, will represent one-third of our Board.

The Board and the NCG Committee have not formulated any specific minimum qualifications, but rather consider the factors described above and, among other things, the Board has determined that it is important to have individuals with the following skills and experiences on the Board:

In addition to Board diversity, Coeur recognizes the importance of diversity in senior executive leadership. While we do not establish specific diversity targets at the Board or executive level, as of the date of this Proxy Statement, 28% (2 out of 7) of the officers who comprise our Executive Leadership Team identify as women, one of whom is an NEO.

The Board does not have a mandatory retirement age. Instead, the Board believes that directors should be evaluated on their unique perspectives, experiences and ability to contribute to the Board, and that long-serving directors provide important perspective and insight based on industry experience and a deep understanding of our long-term plans and objectives. The Board is focused on maintaining a balance between longer serving directors and newer directors with complementary skills, expertise, diverse backgrounds and points of view, which allows for natural turnover and an appropriate pace of Board refreshment. For example, several of our longer serving directors, including Messrs. Mellor, Robinson (who is not standing for re-election at the 2023 Annual Meeting) and Thompson, have deep public company board experience, including Messrs. Mellor’s and Thompson’s roles in leading other public company boards, which are invaluable to our Board and management team and balance with the perspectives of our newer directors. Messrs. Mellor, Edwards, Robinson and Thompson also have significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. In identifying director candidates from time to time and consistent with our goal of maintaining at least 50% of diverse directors, the NCG Committee seeks to include women and ethnically and racially diverse individuals in any potential candidate pool and may focus on specific skills and experience of particular importance at the time in order to enhance the overall balance and effectiveness of the Board, as was the case in 2018 with the elections of Ms. McDonald (who is not standing for re-election at the 2023 Annual Meeting) and Mr. Luna, Ms. Hull in 2022 and the nomination of Ms. Das in 2023. As part of the Board’s ongoing efforts to seek this balance of skills, experience and tenure, as described in more detail below, the Board elected three new directors over the past five years. If all of the nominees are elected to the Board, the average tenure of the directors will be approximately 11.3 years, with 5 out of 8 independent director nominees having served ten years or less. As reflected in the current makeup of the Board and the diverse slate of nominees, one of our priorities in the director nomination process is enhancing and maintaining Board diversity.

The NCG Committee reviews and makes recommendations regarding the composition and size of the Board. The Board considers candidates identified by search firms it retains or consults with periodically, recommended by current directors, management (as was the case with Ms. Hull and Ms. Das) and stockholders, and through other methods. The NCG Committee has adopted a policy pursuant to which significant long-term stockholders may recommend a director candidate. See page 27 for more details.

 

Before recommending an incumbent director for re-nomination, the NCG Committee considers each incumbent director’s experience, qualifications and expected future contributions to the Board. The committee’s annual review of existing directors includes the following considerations:

 

In recent years, the Board enhanced its self-evaluation process by formally seeking input from management who regularly interact with the Board and its committees regarding opportunities to increase effectiveness.

According to our Bylaws, in an uncontested election, the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director.

If a nominee for director does not receive the vote of at least a majority of votes cast at the Annual Meeting, it is the policy of the Board that the director must tender his or her offer of resignation. The NCG Committee will then make a recommendation to the Board whether to accept or reject the tendered resignation offer, or whether other action should be taken, taking into account all of the relevant facts and circumstances. The director who has tendered his or her offer of resignation will not take part in the proceedings with respect to his or her resignation offer. For additional information, our Corporate Governance Guidelines are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. The information on our website is not incorporated by reference in this Proxy Statement.

 

The nine individuals named below have been nominated by the Board to be elected as directors at the Annual Meeting, each to serve for one year and until his or her successor is elected and qualified. Other than Ms. Hull (who was appointed to the Company's Board effective July 19, 2022) and Ms. Das, the nominees were elected to the Board at the 2022 Annual Meeting. Ms. Hull and Ms. Das were each identified by our President & CEO as potential director candidates, and, following meetings with our independent Chairman, the NGC Committee and the full board, were formally recommended by the NGC Committee to serve as directors. Ms. McDonald and Mr. Robinson, current Company directors, are not standing for re-election. Accordingly, each will cease being a director as of the 2023 Annual Meeting. We do not contemplate that any of the persons named below will be unable, or will decline, to serve; however, if any such nominee is unable or declines to serve, the persons named in the accompanying proxy may vote for a substitute, or substitutes, in their discretion, or the Board may reduce its size or leave a vacancy on the Board.

The Board and the NCG Committee have determined that our nominees possess a balanced mix of the qualifications and experiences relevant to the effective governance and oversight of our business. The following table provides information about the skills and qualifications of each director nominee. Additional information about each director nominee follows.

Our Board met eight times during 2022. Each incumbent director who served in 2022 attended at least 90% of the aggregate meetings of the Board and committees on which he or she served. We have a policy that encourages directors to attend each annual meeting of stockholders, absent extraordinary circumstances. Each of the nine directors then serving attended the 2022 Annual Meeting.

Each Board committee functions under a written charter adopted by the Board, copies of which are available on the Corporate Governance page of our website, currently www.coeur.com/company/corporate-governance/, and to any stockholder who requests them.

The current members, responsibilities and the number of meetings held in 2022 of each of these committees are shown below:

One of our Board’s key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary over time. As a result, we do not have a firm policy regarding whether the roles of Chairman and CEO should be separate or combined. The Board and NCG Committee review the structure of Board and Company leadership as part of its annual review of the Board succession planning process. Our Corporate Governance Guidelines provide that if the Chairman is an affiliated director or a member of management, an independent director shall be designated by and from the independent members of the Board as an independent Lead Director for a term of at least one year.

The NCG Committee has recommended and our Board has determined that an independent, non-executive Chairman is currently the optimal leadership structure for the Company. Currently, Mr. Mellor serves as independent Chairman of the Board and Mr. Krebs serves as President, CEO and Director.

The Board believes that this structure allows our CEO to focus on managing the business and executing Company strategy, while our independent Chair has extensive public company board experience to drive accountability and effective oversight at the Board level. The Chairman presides at all Board meetings and stockholders’ meetings, all independent Director executive sessions scheduled at each regular Board meeting and provides ongoing advice and counsel to the CEO. The Chairman represents the entire Board and independent directors in communications with Company stockholders and stakeholders.

The Board recognizes the importance of the Company’s leadership structure to our stockholders and will continue to regularly assess the Board leadership structure with careful consideration of the input obtained through engagement with our stockholders and stakeholders. We also regularly monitor and would consult the voting policies of our largest stockholders and would take those into account in determining any change to our Board leadership structure. The Board may consider having the Chair and CEO roles filled by a single individual in the future under circumstances including, but not limited to, when there is a vacancy in the Chair role at a time when the CEO has significant tenure with both the Company and the Board. The Company would publicly disclose any Board leadership change.

The Board has determined that each director and director nominee (namely, Robert E. Mellor, Linda Adamany, Paramita Das, Sebastian Edwards, Randolph E. Gress, Jeane L. Hull, Eduardo Luna, Jessica L. McDonald, John H. Robinson and J. Kenneth Thompson) other than Mr. Krebs, our President and CEO, is independent within the meaning of applicable NYSE listing standards and rules and our independence standards, which are included as part of our Corporate Governance Guidelines. The Board has further determined that the Audit Committee, CLD Committee, NCG Committee and EHSCR Committee are composed solely of independent directors, and members of the Audit and CLD Committees satisfy additional, heightened independence criteria applicable to members of those committees under the NYSE listing standards and SEC rules. Consequently, independent directors directly oversee such important matters as our financial statements, executive compensation, the selection and evaluation of directors, risk management and the development and implementation of our corporate governance programs and ESG programs and compliance.

In determining the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) undertakes an annual review of the independence of all non-employee directors. Each non-employee director annually provides the Board with information regarding the director’s business and other relationships with Coeur and its affiliates, and with senior management and their affiliates, to enable the Board to evaluate the director’s independence. In the course of the annual determination of the independence of directors, the Board (with the assistance of the General Counsel and based upon the recommendation of the NCG Committee) evaluates all relevant information and materials, including any relationships between Coeur and any other company where one of our non-employee directors also serves as a director. The Board considered Mr. Thompson's board service for Alaska Air Group, Inc. and Tetra Tech, Inc., and Ms. Hull's board service for Epiroc AB, with whom Coeur conducted business in 2022. Mr. Thompson and Ms. Hull did not influence, or receive any material direct benefit from, those business relationships.

In addition, the Board considered the potential impact of the longer tenures on the independence of Messrs. Mellor, Robinson, Thompson and Edwards. Each director has significant experience serving Coeur in different economic environments, through multiple business and commodity cycles, and under multiple management teams, which provides them with experience and perspective that is highly valuable in providing strong leadership to a company in our industry. See “Board Composition and Refreshment” on page 12. Accordingly, the Board has determined that each is independent because each satisfies all applicable legal and stock exchange criteria for independence and continues to be an effective director who fulfills his responsibilities with integrity and independence of thought. Mr. Robinson will cease to be a director effective as of the 2023 Annual Meeting.

Our Related Person Transactions Policy includes written policies and procedures for the review, approval or ratification, if pre-approval was not feasible, of related person transactions. As more fully explained in this policy, any transaction in which a related person has a material interest, other than transactions involving aggregate amounts less than $120,000, must be approved or ratified (if pre-approval was not feasible) by the NCG Committee. The policies apply to all executive officers, directors, more than 5% stockholders and their immediate family members. Since the beginning of 2022, there were no related person transactions as defined by the policy.

We take the following steps with regard to related person transactions:

In determining whether or not to approve or ratify, if pre-approval was not feasible, a related person transaction, the NCG Committee may take such action as it may deem necessary or in the best interests of the Company and may take into account the effect of any related person transaction on independence status of a director.

Non-management members of the Board, all of whom are also independent directors, regularly hold executive sessions at Board meetings without members of management being present. In 2022, non-management independent directors met in executive session at least 5 times, at each regular Board meeting. Mr. Mellor, the independent Chairman of the Board, presides over each such meeting.

We provide our new directors with an extensive onboarding process as well as ongoing education for all directors through board materials and presentations, discussions with management, visits to our sites and other sources to assist them in keeping up to date with any recent governance and industry trends and have direct exposure to our operations. In 2022, directors were provided concentrated educational and development programs at Board and Committee meetings and through online training opportunities covering anti-discrimination and anti-harassment, diversity, equity and inclusion, GHG emissions and climate change, political and regulatory trends and risks, reserve and resource estimation, tax matters, financial reporting and fiduciary obligations, among other matters. Several of our directors also attended programs focused on topics that are relevant to their duties as a director, including cyber risk oversight, climate risk and decarbonization, corporate governance, ethics, diversity, ESG topics, audit matters, economics, culture, crisis management, executive compensation, political and regulatory risks and developments in the U.S., Mexico and Canada, and board best practices.

The NCG Committee has adopted a policy pursuant to which a stockholder who has owned at least 1% of our outstanding shares of common stock for at least two years may recommend a director candidate that the committee will consider when there is a vacancy on the Board either as a result of a director resignation or an increase in the size of the Board. Such recommendation must be in writing addressed to the Chairman of the NCG Committee at our principal executive offices and must be received by the Chairman at least 120 days prior to the anniversary date of the release of the prior year’s proxy statement. Although the NCG Committee has not formulated any specific minimum qualifications that it believes must be met by a nominee that the NCG Committee recommends to the Board, the NCG Committee will take into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 10. The NCG Committee would evaluate any stockholder nominee according to the same criteria as a nominee from any other source.

The Board oversees the recruitment, development, and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCG Committee, including in executive sessions to foster candid

conversations. The full Board receives an annual presentation from Mr. Krebs, our CEO, and Ms. Schouten, our Senior Vice President, Human Resources, showing detailed succession plans for each executive and senior leadership position as well as the general managers for each operating mine and their senior leadership teams. These succession plans include development plans and readiness assessments for succession candidates. The CLD Committee receives regular presentations from Mr. Krebs and Ms. Schouten on the progress each executive has made on his or her individual development plans. These presentation materials result from a structured evaluation process by and under the leadership of Ms. Schouten which includes one-on-one discussions with key leaders throughout the Company about their teams and employees. This process highlights organizational talent gaps and identifies development plans in order to close those gaps. In addition, talent across ethnicity, gender and age is reviewed. Directors have regular and direct exposure to senior leadership and high-potential employees during Board and committee meetings and through other informal meetings and events held during the year. The NCG Committee has formalized an emergency CEO succession plan to provide for continuity of leadership in the event of an unplanned temporary absence or permanent change of our CEO.

Our focused succession planning enables us to timely identify internal and external candidates for key roles within the organization. In 2022, over 17% of the total organization received a promotion. This process also supported the decision to recruit externally for Operations and Exploration leadership roles, which led to the hiring of Michael Routledge as Senior Vice President and Chief Operating Officer in June 2020 and Aoife McGrath as Senior Vice President, Exploration in April 2022.

A significant amount of time is dedicated to strategy at each regular Board meeting, a focused review of strategy occurs annually, and the Board considers alignment of key initiatives with the Company’s strategy and capital allocation framework when approving significant actions. Our management team and Board integrate ESG risks and opportunities into long-term strategy and capital allocation. Examples include our strategic priority to operate only in favorable jurisdictions from a legal certainty and rule of law perspective, incorporating GHG emissions and the transitional and physical risks of climate change into strategic and business planning, constructing and operating lower-risk tailings storage facilities, actively promoting strong relationships with all stakeholders to support social license to operate, fostering a culture of diversity, equity and inclusion, and actively managing our human capital and culture to develop and attract the high-caliber talented workforce we need to succeed. In addition, the Board regularly invites leading investment banking firms and equity research analysts in our sector, precious metals research analysts and other subject matter experts to present to the Board to provide insights on the industry and the broader economy to consider in setting and overseeing long-term strategy. The Board actively oversees and provides constructive feedback on development of strategy and execution of key strategic initiatives through a combination of channels, including:

In addition, our Board plans to constitute a new committee, the Finance and Strategic Investment Committee, following the 2023 Annual Meeting, which will have responsibility for overseeing and reviewing the Company's financial position, strategy, plans and programs, including any financial risk mitigation practices, as well as capital allocation. We believe our Board's approach to oversight and counseling management is effective and provides a framework for sound strategy development and strategic decision-making.

We view our relationship with stockholders as a critical part of our corporate governance profile. Among other things, proactive engagement with our stockholders helps us to understand expectations for our performance, maintain transparency, and shape corporate governance and executive compensation policies.

The Board has adopted Corporate Governance Guidelines and the Code in accordance with NYSE corporate governance standards. We believe our Code aligns with our purpose statement of “We Pursue a Higher Standard” by expecting all of our directors, officers and employees to seek and deliver a higher standard of honesty, ethics and integrity in every aspect of our business and throughout our organization. Copies of our Corporate Governance Guidelines and Code (which was refreshed in 2022) are available on the Corporate Governance page of our website, www.coeur.com/company/corporate-governance/, and to any stockholder who requests them. To the extent required under applicable rules, we have previously provided, and intend to provide in the future, amendment information to these documents and any waivers from our Code by posting to our website.

At Coeur, We Pursue a Higher Standard by striving to uphold our core values:

 

Our Board is actively engaged in and oversees our ESG efforts. Overall responsibility for providing oversight of the Company’s commitment to ESG matters and initiatives sits with the EHSCR Committee; however, each of the other Board committees has oversight responsibilities for various ESG matters. This oversight is supported by a governance structure which includes executive-level accountability and an ESG steering committee to guide our strategies and direction, and monitor our progress, and a cross-functional ESG working group which helps shape strategies and alignment throughout the organization, as well as consistent and transparent measurement, monitoring and reporting on ESG matters.

 

In 2022, management’s discussions with the Board included, among other topics, our ESG materiality assessment results, climate strategy and scenario analysis, the process and data supporting our GHG emissions net intensity reduction goal, engagement with and responsibilities to local communities (including Indigenous communities), environmental, health and safety performance, tailings governance, human capital management, culture, diversity, equity and inclusion, key investor and stakeholder priorities and current and emerging ESG trends. Additionally, the Board participated in an extended greenhouse gas emissions and climate educational session during 2022. We formally designated executive accountability for ESG matters with the appointment of Casey Nault as our Chief ESG Officer in February 2022.

In 2022, we made substantial progress against many of our goals and priorities, which will be discussed in detail in our 2022 ESG Report in the second quarter of 2023, including:

Governance continues to be the most important factor considered by ESG-focused investors according to a recent survey by ISS ESG, the responsible investment arm of Institutional Shareholder Services (“ISS”).⁽²⁾ Coeur maintains best-in-class governance practices, as evidenced by our corporate governance score of “1” issued by ISS, which is the highest possible score. In 2020, 2021 and 2022, our Board and governance team were recognized with multiple awards exemplifying how We Pursue a Higher Standard.

Coeur remains committed to best-in-class environmental performance. We Protect our environment, Develop plans that guide responsible mineral production and Deliver environmental best practices.

In our 2021 ESG Report, we strengthened our GHG emissions net intensity reduction target to a 35% reduction in net intensity by end of 2024 compared to base-year, tied to executive compensation, and included initial disclosures in line with TCFD recommendations. In 2022, we built on these efforts by conducting scenario analysis workshops and energy diagnostics at each site and advancing climate-related financial modeling. For 2023, we plan to advance our GHG emissions reduction initiatives at each site and have linked achievement of specific projects to the annual incentive programs. The results of the scenario analyses are being incorporated into business planning and will continue to inform our strategy moving forward.

Coeur also advanced several significant environmental initiatives to reduce and mitigate risk, improve performance, and deliver continuous growth through environmental best practices. We continued our focus on optimizing environmental stewardship programs through our growth strategy involving:

Coeur also advanced externally led assessments of our current state against the Global Industry Standard on Tailings Management (GISTM). The gap assessments will be used to establish a baseline condition, develop action plans, and to create a roadmap and timeline to conform with the GISTM.

Our compensation programs are aligned with our commitment to environmental performance. In 2020, the CLD Committee increased the portion of the AIP opportunity tied to environmental performance (which has been a part of our compensation program, with significant weightings, for over a decade) from 7.5% to 10%. The weighting criteria was retained through 2022 as well and involved two critical environmental measures, sustaining zero permit discharge exceedances and reducing the occurrence of significant spills by 25%. Both goals were achieved in 2022. In addition to these enterprise-level environmental goals, similar environmental-focused incentive metrics were also in place at our operations to reward success tied to environmental performance and protection. To further underscore the strategic importance of achieving our climate goals and promote executive accountability, the CLD Committee, on recommendation of the EHSCR Committee, approved tying 20% of our 2022 performance share award to achievement of our public GHG emissions net intensity reduction goal.

More information about our environmental strategies and performance is available in our annual ESG Report accessible on the Responsibility section of our website (http://www.coeur.com/responsibility/responsibility-overview/). As noted above, the information on our website and in the reports is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

At Coeur, we believe in cultivating a culture of safety among our employees and contractors that includes enhancing processes to reduce exposure to unsafe situations and promoting well-being. Whether it is exposure to physical injury or illness, the health and safety of our workforce, their families, contractors and the communities where we operate remains a core value and top priority. We are proudly certified under the CORESafety® program through the National Mining Association (“NMA”) and received recertification in 2021 following a comprehensive external audit. Our safety strategy is focused on upstream approaches that control, eliminate or reduce exposure to incidents for employees and others. We strive for continuous improvement and collaboration by engaging all levels of the workforce.

Our strong safety culture and sustained health and safety efforts and focus resulted in significant year-over-year improvements in worker safety. We reduced companywide employee and contractor TRIFR, a key safety measure in our industry, by 17.7% measured on a 3-year rolling average, exceeding our 2022 target of a 7.5% reduction. Demonstrating alignment of our key health and safety priorities with incentive compensation, this TRIFR reduction goal was one of the performance metrics of our 2022 AIP, with a 10% weighting. Our 2022 performance of 0.43 injury incidents per 200,000 hours worked is over 150% lower than both the industry average published by the Mine Safety and Health Administration (“MSHA”) of 1.45¹ and our injury rate in 2013, furthering our long-term trend in health and safety improvement at Coeur. In addition, our operations ranked among the lowest for LTIFR and TRIFR in 2022 as compared to U.S. mining peers, as reported by MSHA.

 

 

Coeur aims to contribute to the long-term economic viability of and leave a lasting positive legacy in the communities across all locations where Coeur maintains a presence. We have built positive relationships with the communities near where we work and live, and our efforts, together, are seeking to create lasting positive impacts beyond the life of our mines.

In 2022, Coeur advanced its community relations strategy and met its publicly stated goal of implementing a grievance mechanism at each site. The purpose of the mechanism is to provide accessible and effective means for communities, groups and stakeholders to raise and resolve external complaints in a fair, timely and proactive manner, while not limiting their ability to seek remedy through other mechanisms. Additionally, the Company continued to mature its community relations programs at each site through implementation of tailored community relations management plans and tools to better manage stakeholder relationships.

Coeur recognizes and respects the unique culture and history of Indigenous peoples and ejidos who live where we work and operate, and other stakeholders. We are committed to fostering open and honest communication and establishing long-term mutually beneficial relationships with local Indigenous and ejido communities. Ongoing engagement includes an update on operations and progress against stated commitments, solicitation of community feedback and discussion of opportunities to further the goals laid out in agreements. Our three sites with formal agreements, Palmarejo, Kensington and Silvertip, participate in annual meetings, at a minimum, with their Indigenous and ejido partners.

Palmarejo has agreements with five ejidos located in 15 communities throughout the Chinipas and Guazapares municipalities. Ejidos are groups of people that communally own land, and traditionally they jointly lived on and farmed the land. The agreements provide rent paid for land use and support for these communities through scholarships, elderly care, food and other activities.

Silvertip and Kensington have formal agreements with local Indigenous peoples. In addition to extensive engagement through formal channels and informal relationships, the agreements provide for employment, training and contracting opportunities and Indigenous-owned business development.

We are proud that in 2022, 67% of our total workforce, including 63% of new hires at our operating mines were from local communities, up from 56% of new hires in 2021, expanding our direct and indirect positive economic impact in our communities. In 2022, we continued regular engagement with stakeholders and Indigenous peoples across local communities and partnered with organizations to meet identified needs. As we aim to contribute to long-term prosperity in the communities near our operations, Coeur prioritizes investment in local education and workforce development. Each of our locations contributed through high school student summer hires, internships, apprenticeships, sponsored trainings, endowment contributions and/or scholarships. In 2022, we provided 74 apprenticeships and internships across our locations.

More information on corporate responsibility strategies and performance is available in our annual ESG Reports accessible on the Responsibility page of our website. The information on our website and in the reports is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any other filings we make with the SEC.

Effective human capital management at Coeur is critical to achieving our strategic goals and driving long-term value for our stockholders. We seek to recruit employees who embody our purpose statement and leadership principles through safe and ethical conduct.

 

Our purpose statement, We Pursue a Higher Standard and our leadership principles are the foundation we use to navigate employee success:

 

We promote safety first, proactively develop our people and foster a diverse and inclusive culture. 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 experiential 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 promote and maintain equity among all employees.

From the operations to the boardroom, we conduct robust succession planning throughout the organization annually, by employing specific talent diagnostics and skill development needs. High potential performers and diversity discussions along with action plans are reviewed with leadership on a quarterly basis. Our Board oversees the recruitment, development and retention of our senior executives. Significant focus is placed on succession planning both for key executive roles and also deeper into the organization. In-depth discussions occur multiple times per year in meetings of the Board, CLD Committee and NCG Committee, including in executive sessions to foster candid conversations. Directors have regular and direct exposure to senior leadership and employees during Board and committee meetings and through other informal meetings and events held during the year.

We are focused on regular evaluation of our culture. In 2021, we invited all employees to participate in our second culture assessment by completing an anonymous survey. Employee participation in 2021 included 93% of our total workforce, exceeding industry benchmarks and improving significantly over the 64% participation in our original survey in 2019, and feedback was reviewed by the management team and our Board of Directors. Leadership at each of our operations facilitated discussions to gain additional insight into the survey feedback. Highlights of the 2021 survey results demonstrated our employee felt engaged, safe, ethical and proud.

In 2022, we focused on the execution of action plans created as a result of the feedback from the 2021 culture survey. Each operation, including our corporate headquarters, created a detailed action plan after reviewing the survey's numeric results, over 1000 employee comments and conducting employee round tables. Actions addressed varied from improving cafeteria conditions to creating a career progression ladder for employees to better see how to develop in their career at Coeur. The next culture survey will be conducted in 2023.

 

Investing in our local communities extends beyond financial support. In 2022, 67% of our total employee population were from local communities and 63% of our new hires were local. We provided over 50 apprenticeships and internships across our locations in 2022.

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 94% 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. We were a leader in the mining industry by providing domestic partner benefits in 2017 and participation has increased 150% since introduction. In 2022, we expanded our paid parental and primary caregiver leave policies for US employees.