Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.   )

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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 2024 Annual Meeting of Stockholders to be held on May 14, 2024, at 9:30 a.m. Central Time (“Annual Meeting”). As in recent years, the Annual Meeting will be held virtually this year, with the virtual platform allowing you to participate actively in the same manner as you would at an in-person Annual Meeting. The attached Notice of Annual Meeting and Proxy Statement serve as your guide to the business that will be conducted at the Annual Meeting and provides information on available methods to vote your shares.

2023 marked a year of great progress for Coeur, including achieving overall production guidance, completing the transformational expansion project at our Rochester silver-gold mine in Nevada, delivering strong results from our exploration program including adding reserves at our Kensington gold mine in Alaska two years in a row for the first time ever, achieving peer-leading results on key safety statistics, and continuing to lead in environmental, social and governance (ESG) factors. Our 2023 executive compensation program and results aligned with performance and stockholder returns for 2023 and the three-year period ended December 31, 2023. Our corporate annual incentive plan score was 84% of target overall, reflecting strong environmental, health and safety performance, production in line with guidance, and achievement of key strategic initiatives, offset by higher than planned costs and lower than planned adjusted EBITDA. The performance shares for the three-year period ended December 31, 2023 under our long-term incentive plan paid out at 63% of target, driven by above-target growth in reserves and resources and achievement of key milestones at our Rochester expansion and Silvertip exploration projects, offset by mine-level return on invested capital below threshold, and relative total stockholder return underperformance relative to our peers which triggered a 25% reduction in overall payout. Please see our 2023 Annual Report for more information about our 2023 operational and financial results and 2024 priorities.

Our ESG priorities and achievements in 2023 were significant and aligned with creating long-term stockholder value and mitigating risk. We determine our ESG priorities through periodic materiality assessments of the ESG factors that impact our business and strategy most directly. Among our priorities and achievements in 2023 were adoption and roll-out of a biodiversity standard, completion of projects to reduce fuel usage and thereby reduce both costs and emissions, enhanced water-related disclosures and water management strategies and processes, and formal adoption of the Global Industry Standard on Tailings Management.

We also continued to refresh our Board by adding directors with highly relevant skills, experiences and backgrounds. We were very pleased to add Paramita Das, who joined the Board after being elected by stockholders at the 2023 Annual Meeting, and Rob Krcmarov, who was added in December 2023. Sebastian Edwards is not standing for re-election at the 2024 Annual Meeting after serving on our Board since 2007.

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 Annual Meeting. We encourage you to return your proxy to vote your shares in advance, even if you plan to attend the virtual Annual 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 93.

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 Annual 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/CDE2024. 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. Stockholders of record may also view the list of registered holders entitled to vote at the Annual Meeting at the meeting website. 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 93.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 14, 2024. This Proxy Statement and our 2023 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.

April 4, 2024

This proxy statement contains numerous forward-looking statements within the meaning of Section 21E of the Exchange Act relating to our business, including statements regarding reserve and resource estimates, production levels, cash flow levels, growth, exploration efforts, capital expenditures, expectations regarding the commissioning and ramp up of the Rochester expansion, environmental, social and governance (ESG) initiatives, return on invested capital, 2023 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. Such factors include, among others, the risk that exploration efforts will not occur on a timely basis or requires more capital than currently anticipated; the risk that anticipated production, cost, expenditure and expense levels at our Palmarejo, Rochester, Wharf and Kensington mines are not attained; the risk that our Rochester mine expansion commissioning and ramp up is not completed; the risks and hazards inherent in the mining business (including risks inherent in developing and expanding large-scale mining projects, environmental hazards, industrial accidents, weather or geologically-related conditions); changes in the market prices of gold and silver and a sustained lower price or higher treatment and refining charge environment; 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; the uncertainties inherent in our production, exploration and development activities, including risks relating to permitting and regulatory delays (including the impact of government shutdowns), ground conditions, grade and recovery variability; any future labor disputes or work stoppages (involving us or our subsidiaries or third parties); the risk of adverse outcomes in litigation; the uncertainties inherent in the estimation of gold, silver, zinc and lead mineral reserves and resources; impacts from our future acquisition of new mining properties or businesses; the loss of access or insolvency of any third-party refiner or smelter to whom we market our production; inflationary pressures; government orders that may require temporary suspension of operations at one or more of our sites and effects on our suppliers or the refiners and smelters to whom we market our production and on the communities where we operate; the effects of environmental and other governmental regulations and government shut-downs; the risks inherent in the ownership or operation of or investment in mining properties or businesses in foreign countries; and our ability to raise additional financing necessary to conduct our business, make payments or refinance our debt, as well as other uncertainties and risk factors set out in filings made from time to time with the United States Securities and Exchange Commission, and the Canadian securities regulators, including, without limitation, Coeur’s most recent report on Form 10-K. Actual results, developments and timetables could vary significantly from the estimates presented. 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 and human capital practices. Our strategy is guided by our purpose statement, We Pursue a Higher Standard, and three key principles:

 

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

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

 

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

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

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

 

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

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

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

 

 

 

 

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

 

 

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

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

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

 

Coeur is a precious metals mining company with mining operations and exploration 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 to oversee our business, together with relevant technical skill 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 and integrity, 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. The Board and NCG Committee regularly review their 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.

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 and are committed to equal employment opportunities, as of the date of this Proxy Statement, 33% (2 out of 6) of the officers who comprise our Executive Leadership Team identify as women, one of whom is an NEO.

The Board believes that directors should be evaluated on their unique perspectives, experiences and ability to contribute to the Board. The Board does not have a mandatory retirement age and believes that long-serving directors can provide important perspectives and insights 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, and diverse backgrounds and points of view to allow for natural turnover and an appropriate pace of Board refreshment. For example, Messrs. Mellor and Thompson, our longest-serving directors, each have deep public company board experience, including 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 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, 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 with the addition of Mr. Luna in 2018, Ms. Hull in 2022 and Ms. Das and Mr. Krcmarov 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 added three new directors over the past two years. If all of the nominees are elected to the Board, the average tenure of the directors will be approximately 10 years, with 50% of the independent director nominees having served six years or less.

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, as well as candidates recommended by current directors, management (as was the case with Ms. Hull, Ms. Das and Mr. Krcmarov) 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 NCG Committee’s annual review of existing directors includes the following considerations:

 

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. Any director who has tendered his or her offer of resignation may 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 a copy. 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 Mr. Krcmarov (who was appointed to the Company's Board effective December 11, 2023), each nominee was elected to the Board at the 2023 Annual Meeting. Mr. Krcmarov was identified by our President & CEO as a potential director candidate, and, following meetings with our independent Chairman, the NCG Committee and the full Board, was formally recommended by the NGC Committee to serve as a director. Mr. Edwards, a current Company director, is not standing for re-election. Accordingly, he will cease being a director as of the 2024 Annual Meeting and the size of the Board will be reduced as of the 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 certain information about the key skills and qualifications of each director nominee (but does not encompass all skills and qualifications) and additional information about each director nominee follows.

Our Board met six times during 2023. Each incumbent director who served in 2023 attended 100% 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 eight incumbent directors then-standing for re-election attended the 2023 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 a copy.

The current members, responsibilities and the number of meetings held in 2023 of each of these committees are shown below:

One of our Board’s key responsibilities is to evaluate and determine its optimal leadership structure to provide independent oversight of management. Our Board determined that an independent Chairman was the appropriate structure when Mr. Krebs became CEO in 2011, recognizing the CEO role was new for Mr. Krebs and he and the Board could benefit from the leadership of Mr. Mellor, who has served as our Chairman since then. 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 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. 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, Robert Krcmarov, Eduardo Luna, 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, EHSCR Committee, F&T Committee, and NCG 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 addition, the Board previously determined that former directors John Robinson and Jessica McDonald were independent during the portion of 2023 they served on the Board.

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 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 Ms. Hull's board service for Epiroc AB and advisory board service with the South Dakota School of Mines and Technology, with whom Coeur conducted business in 2023. 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 and Thompson. Both directors 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. 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. Edwards will cease to be a director effective as of the 2024 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 our 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, stockholders of more than 5% of the Company’s outstanding common shares and to the immediate family members of each of the foregoing. Since the beginning of 2023, 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 2023, non-management independent directors met in executive session at least 6 times, including 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 and provide ongoing education for all directors through board materials and presentations, discussions with management, visits to our sites and other sources to assist directors with staying up to date with any recent governance and industry trends and to provide direct exposure to our operations. In 2023, directors were provided concentrated educational and development programs at Board and Committee meetings and through online training opportunities covering geology, anti-discrimination and anti-harassment, diversity, equity and inclusion, 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, and Ms. Hull completed a 20-hour cybersecurity oversight course.

The NCG Committee has adopted a policy pursuant to which a stockholder who owns 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 would evaluate any stockholder nominee according to the same criteria as a nominee from any other source, including taking into account the factors discussed under “Director and Nominee Experience and Qualifications” on page 10.

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 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 and Chief Human Resources Officer, 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, identifies development plans to close those gaps, and evaluates talent across ethnicity, gender and age. 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. Since 2022, approximately 10% of the organization has been promoted, and over 30 internal transfers have provided employees with opportunities across our operations.

 

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, water stewardship, protecting biodiversity, 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:

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 are available on the Corporate Governance page of our website, www.coeur.com/about/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 within four business days of any such amendments or waivers.

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

 

Our Board is actively engaged in and oversees our ESG strategy and priorities. Overall, responsibility for overseeing the Company’s commitment to ESG matters and initiatives sits with the EHSCR Committee; however, most Board committees have 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 2023, management’s discussions with the Board included, among other topics, our ESG materiality assessment results, climate strategy and scenario analysis, biodiversity, water stewardship and reporting, the process and data supporting our GHG emissions net intensity reduction goal and expected performance, 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, in 2023, the Audit Committee participated in a review of the Company’s ESG reporting assurance practices, including data collection methods and controls.

In 2023, we made substantial progress against many of our goals and priorities, which will be discussed in detail in our 2023 ESG Report, scheduled to be published in the second quarter of 2024, including:

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 recent years, our Board and governance team have been recognized with multiple awards exemplifying how We Pursue a Higher Standard.

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

Our progress toward achieving our GHG emissions net intensity reduction target of 35% by end of 2024 is actively managed by the operational team and the climate resilience working group. In 2023, we increased the amount of purchased electricity from renewable sources. The results of the climate scenario analyses carried out in 2022 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:

Building on the externally led assessments of our state of tailings management practices against the Global Industry Standard on Tailings Management (GISTM) carried out in 2022, the Company has committed to formally adopt the GISTM to increase transparency into tailings management and to bolster existing management practices and governance systems. A tailings task force has been formalized with this clear mandate.

In 2023 a formal biodiversity management standard was developed and rolled-out. The standard establishes the company-wide framework to assess biodiversity related risks and impacts throughout all mining phases, provides key mitigation and management considerations, and outlines key metrics to expand our nature-related public disclosures. The standard was developed under the guidance of SASB, GRI and TNFD.

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 2023 and involved two critical environmental measures, sustaining zero permit discharge exceedances and maintaining the low occurrence of significant spills. In 2023, there were no recorded significant spills and four recorded permit discharge exceedances therefore only achieving one of the two targets. With respect to the permit discharge exceedances, there was no measured impact to the downstream environment, confirmed through sampling.

In 2022 we introduced a performance share metric under the Company’s LTIP tied to the achievement of our public GHG emissions net intensity reduction goal. The goal accounts for 20% of the total 2022 performance share award. Beginning in 2023, individual site AIP scorecards included achievement of site-level GHG reduction goals, and the Corporate AIP scorecard included consolidated achievement of site-level goals as an ESG-related performance factor for employees.

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). 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, and the inclusion of information in our ESG Report (as discussed below), or identifying it as material for purposes of such report or assessing our environmental, social and governance initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our SEC filings.

At Coeur, the health and safety of our workforce, their families, contractors and the communities where we operate remains a core value and one of our top priorities. 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. We are proudly certified under the CORESafety® program through the National Mining Association. 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 a second consecutive year below a total reportable incident rate of 0.50. Sustaining a companywide employee and contractor TRIFR below 0.50, shows consistency and yet significant opportunity for improvement as we continue to zero harm. Our 2023 performance of 0.46 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”) and our injury rate in 2013, furthering our long-term trend in health and safety improvement at Coeur. In addition, our operations collectively ranked among the lowest for LTIFR and TRIFR in 2023 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.

Coeur recognizes and respects the unique culture and history of Indigenous Peoples and Ejidos who live where we work and operate. We are committed to fostering open and honest communication and establishing long-term mutually beneficial relationships with local Indigenous People and Ejido communities. Ongoing engagement includes an update on operations and

progress against stated commitments, establishing formal and informal communication and creating opportunities for meaningful dialogue and discussion 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 Indigenous and Ejido partners.

Palmarejo has agreements with five Ejidos located in 15 communities throughout the Chinipas and Guazapares municipalities. The agreements include providing 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.

In 2023, comprehensive internal audits were carried out on the community grievance system and the Indigenous Peoples Policy to verify implementation of these relatively new practices. In 2024, the recommendations to increase employee’s awareness of the policy and systems will be deployed.

We are proud to be a local employer. Hiring locally fosters a positive relationship with the local community and can support our vision of mutual long-term prosperity.

In 2023, we continued regular engagement with stakeholders and Indigenous Peoples across local communities and partnered with various organizations. 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.

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, and the inclusion of information in our ESG Report, or identifying it as material for purposes of such report or assessing our environmental, social and governance initiatives, should not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of any of our SEC filings.

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 upon which we evaluate 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.

We conduct robust succession planning throughout the entire organization each year through specific talent diagnostics and evaluation of skill development needs. Leadership reviews action plans and facilitates discussions about high potential performers and diversity 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 throughout 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 2023, we invited all employees to anonymously complete a survey as part of our third biennial culture assessment. Employee participation in our 2023 assessment exceeded industry benchmarks, with 84% of our total workforce participating. Employee feedback was reviewed by the management team and our Board of Directors and leadership at each of our operations facilitated follow-up discussions with employees to gain additional insight into the survey feedback. Highlights of the 2023 survey results demonstrated our employees felt proud to work at Coeur, effectively trained and safe at work, and that the Company is committed to ethical operations and minimizing its impact on the environment.

We are now focused on the development and execution of detailed action plans based on the feedback from the 2023 culture survey and plan to hold further follow-up discussions with employees later this year. We expect to complete our next culture survey in 2025.

 

Investing in our local communities extends beyond financial support. In 2023, 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 2023.

As part of our fundamental need to attract and retain talent, we regularly evaluate our compensation, benefits and employee wellness offerings as part of our efforts to attract and retain talent. We have determined that our average employee earns over 40% more than the average employee in their local markets according to industry benchmarking. Over 92% 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 250% since introduction. In 2022, we expanded our paid parental and primary caregiver leave policies for US employees.

In addition, we have engaged a third-party mental health care provider for innovative care and counseling resources throughout our footprint. This resource leverages technology and clinical best practices to assist our employees and their families gain fast access to highly effective quality care when needed most. We continue efforts to implement a formal Total Worker Health program to integrate occupational health with primary health and wellness as a way to promote physical and mental health for employees and their family at home, work and in the future.

Stockholders and other interested persons desiring to communicate with a director, the Chairman of the Board, the independent directors as a group or the full Board may address such communication to the attention of our Corporate Secretary, 200 South Wacker Drive, Suite 2100, Chicago, IL 60606 and such communication will be forwarded to the intended recipient or recipients.

The CLD Committee retained Semler Brossy for the 2023 compensation year to provide information, analyses and advice regarding executive and director compensation, as described below. Semler Brossy is a compensation consulting firm specializing in executive compensation consulting services. In its engagement with the Company, it reports directly to the CLD Committee.

Semler Brossy provided the following services for the CLD Committee during 2023 and early 2024:

At the CLD Committee’s direction, Semler Brossy provided the following additional services for the CLD Committee during 2023 and in early 2024:

In the course of conducting its activities, Semler Brossy attended all five meetings of the CLD Committee during 2023 and presented its findings and recommendations for discussion.

The decisions made by the CLD Committee are its own and may reflect factors and considerations other than the information and recommendations provided by Semler Brossy or any other advisor to the CLD Committee. Semler Brossy reported directly to the CLD Committee following its appointment as the CLD Committee’s independent consultant and provided no services during such time to Coeur other than executive and nonemployee director compensation consulting services at the direction or with the consent of the CLD Committee. Semler Brossy has no other direct or indirect business or relationships with Coeur or any of its affiliates and no current business or personal relationships with members of the CLD Committee or our executive officers. In addition, in its agreement with the CLD Committee, Semler Brossy agreed to inform the Chair of the CLD Committee if any potential conflicts of interest arise that could cause Semler Brossy’s independence to be questioned, and not to undertake projects for management except at the request or with the prior consent of the CLD Committee Chair and as an agent for the CLD Committee.

In March 2024, the CLD Committee considered the following six factors with respect to Semler Brossy: (i) the provision of other services to Coeur by Semler Brossy; (ii) the amount of fees received from Coeur by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of Semler Brossy with a member of the CLD Committee; (v) any Coeur stock owned by Semler Brossy; and (vi) any business or personal relationship of Semler Brossy with any of our executive officers. After considering the foregoing factors, the CLD Committee determined that Semler Brossy was independent and that the work of Semler Brossy with the CLD Committee for the 2023 compensation year did not raise any conflicts of interest.

The Board is responsible for overseeing the principal risks facing Coeur and has a comprehensive and multi-faceted approach to risk oversight. The Board is also responsible for overseeing management’s implementation of appropriate systems to identify, report and manage the principal risks of Coeur’s business, including but not limited to:

The Board takes an active approach to its role in overseeing the development and execution of the Company’s business strategies as well as its risk oversight role. This approach is bolstered by the Board’s leadership and Committee structure, which is designed so that the full Board properly considers and evaluates potential risks under the guidance of the Chairman of the Board and further considers and evaluates certain risks at the Committee level.

As part of our regular policy review process, we update our governance policies and sponsor regular employee trainings to underscore the importance of continued strong risk oversight. In addition, the Board annually evaluates the operation and effectiveness of the Board of Directors, its Committees and the Chairman of the Board. That evaluation includes consideration of whether the Board has examined the key risks to the Company’s strategy and business plan.

While the Board has overall responsibility for Company risk, the Board has delegated oversight of certain categories of risk to the Audit Committee, the CLD Committee the EHSCR Committee, the F&T Committee and the NCG Committee with the aim that delegated categories of risk are treated with appropriate expertise, attention and diligence. Each committee also provides regular reporting on their work to the Board.

In performing their oversight responsibilities, each of these committees periodically discusses with management and provides guidance regarding our policies with respect to risk assessment and risk management and reports to the Board regularly on matters relating to the specific areas of risk the committee oversees. Each Committee has the ability to engage independent advisors.

Throughout the year, as part of its strategic risk management oversight, the Board and relevant committees regularly conduct a number of reviews and receive reports from and engage with management regarding major risks and exposures facing Coeur and the steps management has taken to monitor and control such risks and exposures. The Board also dedicates a portion of each meeting to reviewing and discussing specific risk topics in greater detail and providing input and counseling management on risk mitigation and compliance enforcement, including:

For a comprehensive list of the risk factors affecting our business, please refer to the “Risk Factors” section of our most recent Form 10-K and MD&A.

Our management team takes a holistic and proactive approach to managing the cybersecurity risks inherent in all deployments of technology in our business. Cybersecurity is overseen by our Board and Audit Committee, and regular engagement with the Board and Audit Committee on this topic reflects the dynamic and fast-changing landscape of cybersecurity risk. Please see the section “Cybersecurity” in Item 1C of our most recent Form 10-K for more information on how we manage cybersecurity risk.

The CLD Committee conducts an annual analysis of the current risk profile of our compensation programs, including a review of the primary design features of our compensation programs and the process for determining executive and employee compensation. This annual exercise has identified numerous ways in which our compensation programs are structured to mitigate risk, including:

Additionally, Coeur has a Clawback and Forfeiture Policy providing for the recovery, repayment or recoupment of certain incentive compensation granted or paid to (i) executive officers (as defined under SEC rules) in certain instances involving financial restatements and (ii) Company officers in certain circumstances involving misconduct, which further mitigates risk. The CLD Committee, together with the Board, oversees the administration of the Clawback and Forfeiture Policy, including any policy amendments as may be required under applicable SEC and stock exchange rules. Based on this review, the CLD Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

None of the members of the CLD Committee during 2023 or as of the date of this proxy statement is or has been an officer or employee of Coeur, and no executive officer of Coeur served on the compensation committee or board of any company that employed any member of the CLD Committee or Board during that time.

Grant Thornton LLP served as our independent registered public accounting firm for the fiscal year ended 2023. The following table presents fees for professional services rendered by Grant Thornton for 2023 and 2022.

All of the services and fees identified in the tables above were approved pursuant to the pre-approval policy described below, and none of the services described above was approved by the Audit Committee under the de minimis exception provided by Rule 201(c)(7)(i)(C) under Regulation S-X.

The Audit Committee has policies and procedures requiring pre-approval by the Audit Committee of the engagement of our independent auditor to perform audit services, as well as permissible non-audit services. The nature of the policies and procedures depend upon the nature of the services involved, as follows: